Greetings, and welcome to the BRP Partnership Announcement conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce Austin Rock. Thank you. You may begin.
Thank you, operator, and good morning. By now, everyone should have access to our partnership announcement and slide presentation, which were released prior to this call, and which may also be found on the investor relations portion of our website at baldwin.com. Before we begin our formal remarks, a reminder that part of our discussion today may include forward-looking statements, which are based on the expectations, estimates, and projections of management as of today. The forward-looking statements in our discussion are subject to various assumptions, risks, uncertainties, and other factors that are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These statements are not guarantees of future performance and therefore undue reliance should not be placed upon them.
We refer all of you to our recent filings with the SEC, including our quarterly report filed on May 10th, 2021, and our annual report on Form 10-K for the year ended December 31st, 2020, for a more detailed discussions of these assumptions, risks, uncertainties, and other factors that could impact the future operating results and financial condition of BRP Group, the partnership discussed on this call, or both, including those relevant to our completion and integration of this partnership and matters assessed in our due diligence of this partnership. We disclaim any intentions or obligations to update or revise any forward-looking statements except to the extent required by applicable law. In addition, this call is being webcast and an archived version will be available after the call on the investor relations portion of our website.
I will now turn the call over to Trevor Baldwin, Chief Executive Officer of BRP Group.
Thanks, Austin, and good morning, everyone. We appreciate everyone taking the time to join us this morning on the back of our new partnership we announced yesterday evening with Rogers Gray, a firm with commercial P&C, employee benefits, and personal lines business based in Massachusetts, ranked number 84 in Insurance Journal's most recent list of top 100 property and casualty agencies. I first want to warmly welcome our new colleagues, clients, and community stakeholders that come with Rogers Gray partnership. We are thrilled and honored to be entrusted as the ideal partner in home for such a talented group of insurance professionals, and very much look forward to growing together as we leverage the respective geographies, expertise, and capabilities of our newly combined platform.
During this call, I'll make a few brief remarks on the Rogers Gray partnership and our current pipeline, then turn it over to John Valentine, our Chief Partnership Officer, to provide a more fulsome overview of Rogers Gray's business. To wrap up, Brad Hale, our CFO, will provide a quick update on our pro forma financial position, and at the end, we'll open the line up for Q&A with the team, including our Chief Strategy Officer, Kris Wiebeck. To start, we could not be more excited about the Rogers Gray team choosing to partner with us. We have come to know their President and CEO, David Robinson, Chairman, Michael Robinson, and the rest of their extremely talented team very well over the last few years.
Their strong client and colleague-first culture and track record of double-digit growth facilitated by innovation and thoughtful application of technology make them a perfect complement to The Baldwin Group family. Additionally, Rogers Gray brings to The Baldwin Group immediate scale in the New England region, incremental expertise to our middle market business, particularly in the real estate and property management, in construction and utility sectors, and an attractive coastal homeowners footprint with strong distribution across the Massachusetts Cape. On the homeowners front, specifically, we are also excited to add Rogers Gray's homeowners' MGA, Monomoy, to our MGA of the Future platform, which will be additive to our efforts to build a national homeowners MGA business.
In aggregate, the partnership adds $38.8 million of revenue and $13 million of acquired EBITDA, making it the largest new partnership to date in 2021, and the fourth top 100 firm we have partnered since the beginning of the fourth quarter of 2020. As we've talked about in the past, this partnership features an earn-out structure that, should the business meet certain meaningful growth targets, would deliver incremental consideration to the sellers and also lower our effective purchase multiple. Including this partnership, our 2021 year-to-date acquired revenue, calculated as revenue attributable to acquired businesses for the most recent 12-month period evaluated in the Quality of Earnings review prior to our acquisition, now sits at $47 million. Importantly, we continue to have active dialogue with a host of potential partners and maintain a robust partnership pipeline.
With that, I'll turn it over to John to provide a bit more detail on RogersGray's business.
Thanks, Trevor. To reiterate some of your remarks at the outset, we consider ourselves incredibly fortunate RogersGray has chosen to join us, and we're excited to welcome their colleagues into our organization. RogersGray is a leading independent firm based in South Dennis, Massachusetts, with 11 offices across the state, most of which are located along the coast across Cape Cod. RogersGray generated $38.8 million of revenue in the most recent period evaluated through diligence and has an established track record of double-digit growth, which includes 19% year-over-year gross revenue growth for the full year 2020. The company also has a well-diversified business mix, with 49% of the company's commissions and fees derived from personal lines, the majority of which is homeowners, with the remaining 51% of commissions and fees revenue derived from commercial P&C at 41% and employee benefits at 10%.
As Trevor mentioned, RogersGray brings to The Baldwin Group incremental expertise across numerous industries, in particular within real estate and property management and construction utilities, that we expect to bolster our capabilities for the clients in those verticals. Importantly, the company is led by a strong, experienced management team. President and CEO David Robinson and Chairman Michael Robinson will both become co-Regional Presidents of the New England region. RogersGray has garnered numerous awards for being a best place to work and has cultivated a strong culture centered around doing the right thing for its people and its clients. The weighted average age of their risk advisors is 44, over a decade younger than the industry average. In summary, we are incredibly excited about our new partnership with RogersGray, to welcome their colleagues into our organization, and to continue growing a tremendous business together.
With that, I'll turn it over to Brad.
Thanks, John. If folks are looking at page five of the presentation we posted to our investor relations website this morning, a quick reminder on how the combination of the earn-out structure we employ in our deals, plus the fast-growing nature of our partners, works to lower our effective purchase multiples as new partners continue to grow on the BRP platform. A quick refresher on what this table shows. In the first row, you'll see the aggregate total upfront consideration, revenue, EBITDA, and the implied EBITDA multiple of all six partnerships we have completed or announced 2021 year to date, which reflects an implied EBITDA purchase multiple of 14.9 times. In the bottom row, you will see the same, taking into account earn-outs assuming all six of the partners grow at a compound annual growth rate of 25%.
Note this is blended and not all earn-out structures for individual partnerships are the same. As you move towards the bottom of the table, the total consideration increases for the earn-out consideration earned, but revenue and EBITDA also increase to reflect the growth of those businesses on our platform. A few things specifically to call out on the blended 14.9 times multiple 2021 year to date, which is higher than what has been reported in this table historically and is being driven by two main factors. First, the majority of acquired revenue 2021 year to date is obviously from RogersGray partnership we're discussing today, which page six of the presentation would indicate we are purchasing for 14.6 times, a reflection of the quality and scarcity value of the business as one of the best remaining independent agents across the Northeast, and strong track record of growth.
Second, this table also includes our acquisition of Effective Coverage and LeaseTrack, completed in February. Among other things, LeaseTrack is a high-growth renters compliance tracking software business, which is complementary and strategic to our efforts to build out a holistic suite of solutions for the habitational real estate community within our MGA of the Future business. We believe the incremental lift from LeaseTrack's future growth and additional synergies with our MGA business effectively make that deal a much higher EBITDA business going forward than it has historically operated. Therefore, removing the purchase price and EBITDA related to Effective Coverage and LeaseTrack, our implied EBITDA purchase multiple year to date is 13.5 times.
To wrap up, pro forma for the closing of the RogersGray partnership, our net leverage ratio is approximately 3.6 times, and between our $400 million revolving credit facility, which today is undrawn, and cash on hand, we will retain approximately $420 million of pro forma unrestricted cash and borrowing capacity to continue executing on our partnership strategy over the balance of the year. With that, operator, let's open up the line for questions.
Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we call for your question. Our first question is coming from the line of Greg Peters with Raymond James. Please proceed with your question.
Good morning, Team BRP. A couple questions for you. First of all, can you talk about the mix of cash versus stock in the purchase price? In the press release, you say BKS and Millennial have entered an agreement to acquire substantially all. Is substantially mean 100%, or does it mean 95%? I'm just trying to understand what's going on there from a structure standpoint.
Hey, Greg, this is Trevor. Good morning. Substantially all, it means all of the revenue and clients of the business. It's an asset transaction, so inevitably there's certain things that are not acquired that are not really essential to the go-forward operating of the business. That's what that reference is. For your purposes, our purposes, you can consider it an acquisition of 100% of the business. Relative to cash stock, I'll have Brad provide some more detail.
Hey, Greg. In the deck we released this morning, if you go to slide six, it's footnote two. We break out the components of cash and equity consideration. It's roughly $138 million of cash consideration and $52 million attributed to equity. The exact number of shares is not settled yet. We give the details as to how those shares will be calculated at or around the close date.
Got it. I've been trying to read through all of the footnotes, there's a lot of them for some of the slides. Can you go back, Brad, to slide five? I think that slide is probably the most important in the context of what you're paying versus what it might turn out that you're paying if these businesses perform. When you put a 15% growth or a 25% growth number, is that from base over a three-year period of time, or is it an annual growth rate? Is it affected? Just walk us through trying to understand how they would hit a 25% growth. Does acquisitions help them? Things like that.
Yeah. That's a compound annual growth rate, Greg. For the majority of our partnerships, we have arrangements whereby if they have inorganic components, we layer that in to the base such that, no, they aren't technically getting the benefit of the inorganic growth with respect to these targets.
The 25% compound growth, is that expected over a three-year period of time? Is that correct?
That's correct.
Got it. Okay. I guess my final question would just be on the business itself. I was looking at the business mix, employee benefits, commercial lines, personal lines. When you think about integrating it with BRP, is it your intention to separate each of those businesses and silo them into your respective reporting units? Or maybe walk us through how you view the management of those businesses, because when I think about your reporting structure, personal lines is somewhat distinct from commercial lines.
Yeah. Hey, Greg. What I would tell you is the intention is not to silo those businesses, and that's not really how we operate across BRP. While we have the business kind of separated into segments from a reporting standpoint, we operate in a highly integrated manner, which enables our teams across our disciplines to deliver integrated solutions and services to our clients in a holistic manner.
Got it. All right. Well, thanks for your answers. Congratulations.
Yeah. Thanks, Greg.
Thank you. Our next question is coming from the line of Josh Shanker with Bank of America. Please proceed with your question.
Yeah. Thank you, everyone. Congratulations. Just a quick question. If I look at the and we've talked about this before, and you guys are not responsible for something written in a newspaper in any way, shape, or form. I look at the acquired revenues that you guys are reporting. I look at what Insurance Journal says was the reported P&C revenues of this business. I look at what they reported they were a year ago, and I guess everything's on a one-year lag. The business, I guess, shrunk according to Insurance Journal. They're probably wrong. I'm wondering if there's some organic or inorganic component in the growth. When we were talking about that $38.8 million of acquired revenue versus I think the $24 spoken about in the Insurance Journal. I'm just trying to reconcile all these points.
Maybe I should call Insurance Journal and complain about their reporting and not yours. Do you have any thoughts on the variance?
Hey, Josh, it's Kris. One, the numbers we're using are based on the Quality of Earnings. We hire a CPA firm. I would think that the numbers here are the most accurate numbers. I know a variety of people, and Insurance Journal gets different information. I can't speak to where they get it. What we said is, last year the business had almost 20% total growth, and that organic growth was within our 10%-15% range based on the Quality of Earnings work. Again, that's an estimate. We weren't owning it at the time, but we think this is a very nice organically growing business in a very attractive geography of the country with their coastal presence and what we expect to be significant synergies into our MGA of the Future.
Yeah, Josh. We've known Mike and Dave, the leaders of Rogers & Gray, for a number of years now and have watched them consistently grow their business at an outsize rate year-over-year over the tenure of our relationship. I have no concerns about not only the historical but also the future growth prospects of this business.
Okay. Thank you for the answers, and best of luck. Congratulations.
Thanks, Josh.
Thank you. Our next question has come from the line of Elyse Greenspan with Wells Fargo. Please proceed with your questions.
Hi. Thanks. Good morning. My first question, Trevor, in your introductory comments, you mentioned just the strong pipeline of deals. I know you guys have set, right, a $120 million-$150 million full year target, you guys announced deals, right? You're at $47 million so far, and I know that that was always expected, right, to be very much weighted to the back half of the year. Given just that you started off by making some comments about the pipeline, any kind of update you can just give us relative to that target and relative to the pipeline and discussions you're in with other counterparties today?
Yeah, Elyse. What I can tell you is we continue to feel good about that full year M&A target, and that we have an incredibly strong pipeline with deals of all sizes. We're in active dialogue with a slate of organizations that are incredibly high quality and have incredible growth, track records and unique product capabilities. We couldn't be more excited about the strength of our pipeline today.
Okay, thanks. You guys gave the growth for RogersGray right last year, recognizing right, I mean, we're still only one quarter, I guess, of reports into the year, but can you give us a sense of how their growth has been trending in 2021, and expectations relative to both BRP expects for the year?
Hey, Elyse. Yeah, I would say this business has been historically growing at the 10%-15% that we target. Through 2021, we've continued to see strong performance in that business in terms of when we did our Quality of Earnings review.
Okay, great. Last one on margins, right? I think the EBITDA margin is around the 33 side here. Typically, I know you guys say it takes a little bit of time, historically, right, to get deals on and have them be running on kind of at their historical margin level. Can you just give us, would it be kind of the same thing here, or just how do you guys think about bringing on the EBITDA and margin of this business?
Yeah. I would say, same theme here, Elyse, in the 12, 18 months to bring that partnership onto our platform and achieve those historical margins. I wouldn't change the overall modeling we've talked about in the past at the 29%, but like other partnerships we've brought on, we will continue to invest in this business to sustain that long-term double-digit organic growth well into the future.
Elyse, I'd also add on the Monomoy business that they had was a 2018 effectively starting an MGA home solution. It's had great growth. The business for them wasn't yet profitable. We think when we bring it on our MGA technology, that will change. There's probably a little bit more different parts here that are more unique given the success of that business and what we anticipate it could do in the future.
Okay. That's helpful. Thanks for the color.
Thank you. Our next question has come from the line of Pablo Singzon with J.P. Morgan. Please proceed with your questions.
Hi, good morning. Can you just discuss a little more the integration of the Monomoy MGA with the flood program of MSI? Kris had mentioned the technology aspect, I assume maybe even the capacity providers, you'll have some alignment there. If you could just provide more detail there and maybe talk about the long-term outlook for that business.
Yeah. Hey, Pablo. The Monomoy MGA is incredibly exciting for us and is a great fit and contributor to our overall strategy of building a national homeowners MGA platform. That business has been operating for a few years now, over the past couple of years, effectively doubling in size year-over-year. As we mentioned, it's not yet profitable, but we anticipate it will be in the relative near term. We plan to integrate Monomoy onto our MGA tech. From a capacity standpoint, they use Spinnaker as their funding company today, who we have a very strong relationship with. There's a lot of alignment on funding paper, of course, we have a strong relationship with a large panel of reinsurance providers that we anticipate over time may play a role in the overall product.
Got it. Thanks, Trevor. My next question is, most of your recent middle market partnerships have been in the $40 million to $50 million annual revenue range. It's sort of consistent of how you're systematically building out your national footprint, right? I guess, should we expect similarly sized deals moving forward as you continue on that process? At some point, would you be willing to step up in terms of deal size?
Pablo. For us, it's less about size and it's more about quality. As I mentioned earlier, we have deals of all sizes in our pipeline, and we'll continue to be focused on adding organizations that have the highest quality talent with demonstrated in-depth industry sector and product line expertise that's additive to our objectives of building the very best insurance brokerage and intermediary organization in the globe.
Understood. The last one from me may be for Brad. Just on the financing for deals, would it be reasonable to assume that given your current cash and debt position, you will not need incremental cash financing from equity to meet your remaining partnership target for the year? I believe that's about $100 million of revenues. Related to that, any color at this point on potential financing needs if you continue at your current pace of partnerships next year? Thanks.
As we indicated in the deck, we'll be paying for this deal with cash on hand, which leaves us with a fully undrawn revolver as well as some remaining operating cash. That amount will allow us to continue to fund what we have stated our goals are for 2021. In the future, as we grow, these businesses are generating great free cash flow. Our ability, in the future, to sustain our partnership pipeline through self-funding is something that we continue to aim to do. Sorry, Pablo.
Got it. Yep, no worries. Thanks, Brad.
Thank you. As a reminder, if you would like to ask a question, please press star one on your telephone keypad. Our next question comes from the line of Meyer Shields with KBW. Please proceed with your question.
Pardon me. Thanks. Good morning.
Morning, Meyer.
Good morning. I'm sorry. Does this acquisition have revenue or expense seasonality that's different from the pre-acquisition BRP?
Hey, Meyer. We haven't published the seasonality from an ASC 606 basis yet. We plan to do so. When we announce Q2 results, we'll provide the tables where we provide the kind of seasonality on a quarterly basis. We're in the process of doing that work right now.
Okay. Fair enough. Does integrating Monomoy onto the MGA of the Future impact the timeline for adding new products onto that platform for this year?
No, it does not.
Okay. I guess final question, when you talk about the MGA being profitable on the MGA of the Future platform, is that an expense fix or on the revenue side? In other words, what are the assumptions driving that improvement?
It's not an expense fix. It's more just scaling it up. Our tech will add some efficiency into their operations. We feel like it'll scale up fairly rapidly and begin seeing margin accretion fairly soon.
Okay, perfect. Thanks so much.
Thanks, Meyer.
Thank you. There are no further questions at this time. I would like to turn the call back over to management for any closing remarks.
Thank you all for joining us this morning. We are incredibly excited to be welcoming all of our new colleagues, clients, and community stakeholders from Rogers & Gray. We look forward to being in touch with all of you in the future. Take care.
Thank you for your participation. This does conclude today's teleconference. You may disconnect your lines at this time. Have a great day.