Family Relationships
Lowry Baldwin, our Chairman and co-founder, is the father of Trevor Baldwin, our Chief Executive Officer.
Other Related Person Transactions
Due from
Related Persons
Due from related persons totaling $43,000 and $117,000 at December 31, 2019 and 2018, respectively, consists of amounts due from related
person entities in connection with newly formed partnerships.
Villages Related Party Debt
During April 2016, the Company entered into a non-revolving loan, which provided for a $100.0 million non-revolving line of credit (Villages Credit Agreement) with Holding Company of the Villages, Inc. (Villages). The Villages Credit Agreement required quarterly interest payments at a fixed
rate per annum of 6.5% beginning July 1, 2016 and continuing on the first day of each calendar quarter thereafter until maturity in April 2023.
The Villages
Credit Agreement required that the Company issue Voting Common Units to Villages concurrently with each additional advance made on the non-revolving line of credit. Advances on the Villages Credit Agreement
were to be made solely to finance permitted acquisitions or for general working capital purposes. The Company issued 261,604 units at a unit price of $11.50 in connection with these advances during the year ended December 31, 2018 based on the
most recent Company valuation. Total expense incurred related to the issuance of these Voting Common Units was $3.0 million for the year ended December 31, 2018, which was recorded as a component of interest expense as the issuance most
closely represented fees paid to Villages as a replacement for a debt discount.
During March 2019, the Company amended and restated the Villages Credit Agreement,
which (i) increased the principal borrowing amount of the Villages Credit Agreement to $125.0 million, (ii) increased the interest rate to a fixed rate of 8.75% per annum, and (iii) changed the maturity date to September 2024. As
consideration for the increase in the interest rate, the Company was no longer required to issue additional Voting Common Units to Villages upon the closing of each additional advance.
In addition, the Company issued 293,660 Voting Common Units with a unit price of $18.76 to Villages on the closing date as consideration for the additional borrowing
capacity. The Company recorded $5.5 million of noncash debt issuance costs related to the issuance of these Voting Common Units during the year ended December 31, 2019 as these Voting Common Units were issued as consideration for the
refinancing. The Company also recorded an additional $1.7 million of debt issuance costs in connection with the refinancing during the year ended December 31, 2019. The refinancing did not qualify for extinguishment, and therefore, the
previously unamortized deferred financing costs continued to be amortized over the term of the new agreement.
On October 28, 2019, in connection with the
closing of our initial public offering, BRP repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment under the Villages Credit Agreement and terminated the Villages Credit Agreement. No
penalties were due in connection with such repayment. Entities affiliated with Villages hold approximately 10% of the equity of the Company.
The Company recorded
interest expense related to quarterly interest payments to Villages of $4.9 million and $1.8 million for the years ended December 31, 2019 and 2018, respectively.
Commission Revenue
The Company serves as a broker for Villages. Commission
revenue recorded as a result of these transactions was $1.3 million and $1.4 million for the years ended December 31, 2019 and 2018, respectively.
The Company serves as a broker for certain entities in which Chris Sullivan, a member of our board of directors, has an approximate 35% ownership interest. Commission
revenue recorded as a result of these transactions was $238,000 and $255,000 for the years ended December 31, 2019 and 2018, respectively.
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