- Revenue Grows 107% Year-Over-Year to $38.4 Million -
- Completed Initial Public Offering in October 2019 -
TAMPA, Fla., Dec. 02, 2019 (GLOBE NEWSWIRE) -- BRP Group, Inc. (“BRP Group” or the “Company”) (NASDAQ: BRP), a rapidly growing independent insurance distribution firm delivering tailored insurance solutions, today announced its results for the quarter ended September 30, 2019.
THIRD QUARTER 2019 AND SUBSEQUENT EVENT HIGHLIGHTS
- Revenue more than doubled over the prior-year period to $38.4 million
- Net loss of $2.3 million
- Produced Organic Revenue Growth(1) of 12% over the prior-year period
- “MGA of the Future” revenue(2) grew 43% to $12.2 million, compared to $8.5 million in the prior-year period
- Adjusted EBITDA(3) grew over 100% to $7.4 million compared to the prior-year period
- Adjusted EBITDA Margin(3) of 19%, compared to 18% in the prior-year period
- Closed three Partner acquisitions for $33.5 million
- Completed initial public offering in October 2019, raising approximately $242 million in net proceeds
(1) Organic Revenue for the three months ended September 30, 2018 used to calculate Organic Revenue Growth for the three months ended September 30, 2019 was $18.6 million, which is adjusted to reflect revenues from Partnerships that reach the 12-month owned mark during the three months ended September 30, 2019. Organic Revenue is a non-GAAP measure. Reconciliation of Organic Revenue to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.
(2) “MGA of the Future” was acquired by the Company on April 1, 2019 and as a result is not included in the Organic Revenue Growth calculation above because it has not reached the twelve-month owned mark. Since “MGA of the Future” was not acquired by the Company until April 1, 2019, the revenue of “MGA of the Future” for the prior-year period is not included in the consolidated results of operations for the Company for such period and the 43% revenue growth rate was calculated including periods during which “MGA of the Future” was not owned by the Company.
(3) Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures. Reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.
“With our revenue more than doubling year-over-year, our third quarter results reflect the ongoing successful onboarding of all of our Partners and the benefits we are deriving from the integration of our ‘MGA of the Future’ platform,” said Trevor Baldwin, Chief Executive Officer of BRP Group. “Importantly, beyond the growth generated from our new Partnerships, we produced a double-digit increase in organic revenue, further validating our ability to provide the right innovative tools and solutions necessary to ensure our team can succeed and provide best-in-class service to our clients. In addition, we reached an important milestone in our Company’s evolution as we successfully completed our initial public offering, significantly strengthening our balance sheet and positioning us to further expand our market share over the long-term and build the next great national insurance brokerage and consulting platform.”
“As we move forward, we remain keenly focused on growth, maintaining a robust pipeline of potential Partnership opportunities, and building the preeminent destination in our industry,” added Mr. Baldwin. “Additionally, through our ‘MGA of the Future’ platform, we will continue to identify and develop new, exclusive insurance solutions, such as our successful renter's insurance initiative, that leverage our proprietary technology to provide a premier experience for both our team and our clients. This quarter represents another positive step toward our goal of becoming a top 10 broker in the next 10 years while generating significant long-term value for our shareholders.”
THIRD QUARTER 2019 RESULTS
Revenues for the third quarter of 2019 grew over 100% to $38.4 million, an increase of $19.8 million compared to the third quarter of 2018, primarily attributable to the Company’s 2019 Partnerships and organic growth. Organic Revenue grew 12% over the prior-year period to $20.9 million.
Commissions, employee compensation and benefits expenses for the third quarter of 2019 were $26.8 million, an increase of $14.4 million compared to the third quarter of 2018, primarily as a result of incurring $12.3 million of expense associated with onboarding new Partners. The additional year-over-year increase is in line with organic growth.
Operating expenses for the third quarter of 2019 were $6.3 million, an increase of $2.7 million compared to the third quarter of 2018, primarily due to expenses related to the Company’s initial public offering, as well as additional operating expenses from new Partners such as increases in rent, software costs, professional fees, travel, and other expenses related to those new Partners, and continued investments in shared services, including accounting, marketing and human resources, to support the Company’s growth.
Amortization expense for the third quarter of 2019 was $3.1 million, an increase of $2.4 million compared to the third quarter of 2018, primarily due to amortization related to intangible assets capitalized in connection with the MSI Partnership in April 2019 and purchased customer accounts capitalized in connection with the Lykes Partnership in March 2019.
Interest expense, net for the third quarter of 2019 was $3.8 million, an increase of $2.5 million compared to the third quarter of 2018. Interest expense, net increased as a result of higher total debt balances resulting from draws on the Company’s Credit Agreements to fund cash consideration for Partnerships in 2019, a higher interest rate on the Villages Credit Agreement that went into effect in March 2019 (the Villages Credit Agreement was subsequently repaid in October 2019), and higher amortization of deferred financing costs.
Adjusted EBITDA for the third quarter of 2019 grew $4.1 million, or 125%, to $7.4 million, compared to the third quarter of 2018. Adjusted EBITDA Margin increased to 19% for the third quarter of 2019, compared to 18% for the third quarter of 2018.
NINE MONTHS ENDED SEPTEMBER 30, 2019 RESULTS
Revenues for the nine months ended September 30, 2019 increased 72% to $101.3 million, compared to $59.0 million in the same period of 2018, attributable to the Company’s 2019 Partnerships, which comprised $29.6 million in revenues, new organic growth and a full nine months of contribution from the Company’s 2018 Partnerships. Organic Revenue for the nine months ended September 30, 2019 grew 9% over the prior-year period to $64.5 million.
Total operating expenses for the nine months ended September 30, 2019 was $87.8 million, compared to $50.2 million in the same period of 2018, primarily due to additional commissions, employee compensation and benefits expenses related to the completion of Partnerships during 2018 and 2019, as well as increased operating and amortization expense.
Adjusted EBITDA for the nine months ended September 30, 2019 rose 68% to $22.6 million, compared to $13.4 million in the same period of 2018. Adjusted EBITDA Margin was 22% for the nine months ended September 30, 2019, compared to 23% for the same period of 2018.
OPERATING GROUP RESULTS
|($mm)||For the three months ended September 30,||For the nine months ended September 30,|
|Revenue||2019||2018||% change||2019||2018||% change|
Note: totals may not foot due to rounding
Middle Market Operating Group
Revenues for the third quarter of 2019 grew 61% over the prior-year period to $12.8 million, primarily due to an increase of $3.5 million attributable to Lykes and Fiduciary Partners acquired in 2019 and an increase of $0.6 million attributable to the Middle Market Partners acquired in 2018.
Revenues for the nine months ended September 30, 2019 grew 58% over the prior-year period to $41.5 million, primarily due to an increase of $7.0 million attributable to Lykes and Fiduciary Partners acquired in 2019 and an increase of $6.0 million attributable to the Middle Market Partners acquired in 2018.
Specialty Operating Group
Revenues for the third quarter of 2019 increased 368% over the prior-year period to $16.7 million, resulting from organic growth and the MSI Partnership completed in April 2019, which accounted for $12.2 million of third quarter 2019 revenues.
Revenues for the nine months ended September 30, 2019 grew over 200% compared to the prior-year period to $32.5 million, primarily resulting from the MSI Partnership completed in April 2019. This accounted for $21.7 million of nine month 2019 revenues, with the remaining increase attributable to organic growth.
The MSI Partnership’s policies in force grew by 35% year-over-year to 355,744 at September 30, 2019 from 263,363 at September 30, 2018. Since the MSI Partnership was not completed until April 2019, the 35% policies in force growth was calculated including periods during which MSI was not owned by the Company.
MainStreet Operating Group
Revenues for the third quarter of 2019 grew 32% over the prior-year period to $6.6 million. The Foundation Insurance Partnership completed in August 2019 accounted for $0.9 million of the increase, with the remainder primarily attributable to organic growth.
Revenues for the nine months ended September 30, 2019 grew 21% over the prior-year period to $18.9 million, primarily attributable to organic growth. The Foundation Insurance Partnership completed in August 2019 also accounted for $0.9 million of the increase.
Medicare Operating Group
Revenues for the third quarter of 2019 rose 11% over the prior-year period to $2.2 million, driven by organic growth.
Revenues for the nine months ended September 30, 2019 rose 17% over the prior-year period to $8.4 million, driven by organic growth.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2019, cash and cash equivalents were $11.1 million, and there was $193.4 million of long-term debt outstanding.
On October 28, 2019, the Company sold an aggregate 18,859,300 shares of its Class A common stock, including 2,459,300 shares pursuant to the underwriters' over-allotment, which subsequently settled on November 26, 2019. The shares were sold at an initial public offering price of $14.00 per share and the Company received approximately $241.9 million in net proceeds after deducting underwriting discounts, commissions and offering expenses. The Company used a portion of the proceeds from the offering to repay outstanding related party indebtedness and accrued interest under the Villages Credit Agreement of $89.0 million and concurrently closed the Villages Credit Agreement.
On November 25, 2019, the Company repaid a portion of its revolving lines of credit in the amount of $65.0 million.
WEBCAST AND CONFERENCE CALL INFORMATION
BRP Group will host a webcast and conference call to discuss third quarter 2019 results today at 5:00 PM ET. A live webcast and a slide presentation of the conference call will be available on BRP Group’s investor relations website at ir.baldwinriskpartners.com. The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.
A replay will be available following the end of the call through Monday, December 16, 2019, by telephone at (844) 512-2921 (toll-free) or (412) 317-6671 (international), passcode 13696964. A webcast replay of the call will be available at ir.baldwinriskpartners.com for one year following the call.
ABOUT BRP GROUP, INC.
BRP Group, Inc. (NASDAQ: BRP) is a rapidly growing independent insurance distribution firm delivering tailored insurance and risk management insights and solutions that give our clients the peace of mind to pursue their purpose, passion and dreams. We are innovating the industry by taking a holistic and tailored approach to risk management, insurance and employee benefits, and support our clients, Colleagues, Insurance Company Partners and communities through the deployment of vanguard resources and capital to drive our growth. BRP represents over 400,000 clients across the United States and internationally, with over 40 offices in four states. For more information, please visit www.baldwinriskpartners.com.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release may contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which represent BRP Group’s expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address future operating, financial or business performance or BRP Group’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may”, “might”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “projects”, “potential”, “outlook” or “continue”, or the negative of these terms or other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements.
Factors that could cause actual results or performance to differ from the expectations expressed or implied in such forward-looking statements include, but are not limited to, those described under the caption “Risk Factors” in BRP Group’s prospectus relating to its Registration Statement on Form S-1 (Registration Number 333-233908) filed with the SEC pursuant to Rule 424(b)(4) under the U.S. Securities Act of 1933, as amended, and in BRP Group’s other filings with the SEC, which are available free of charge on the Securities Exchange Commission's website at: www.sec.gov. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. All forward-looking statements and all subsequent written and oral forward-looking statements attributable to BRP Group or to persons acting on behalf of BRP Group are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and BRP Group does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law.
Baldwin Risk Partners
BALDWIN RISK PARTNERS, LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
|For the Three Months |
Ended September 30,
|For the Nine Months |
Ended September 30,
|Commissions and fees||$||38,383,455||$||18,538,628||$||101,280,661||$||59,023,915|
|Commissions, employee compensation and benefits||26,787,773||12,407,704||67,067,347||37,887,003|
|Change in fair value of contingent consideration||535,214||350,462||(3,221,909||)||877,235|
|Total operating expenses||36,908,957||17,195,980||87,810,076||50,249,652|
|Other income (expense):|
|Interest expense, net||(3,784,866||)||(1,292,016||)||(8,998,308||)||(5,012,174||)|
|Other income (expense), net||4,792||1,816||4,792||(210,096||)|
|Total other expense||(3,780,074||)||(1,290,200||)||(8,993,516||)||(5,222,270||)|
|Net income (loss) and comprehensive income (loss)||(2,305,576||)||52,448||4,477,069||3,551,993|
|Less: net income and comprehensive income attributable to noncontrolling interests||1,420,204||863,351||3,873,178||2,709,716|
|Net income (loss) and comprehensive income (loss) attributable to Baldwin Risk Partners, LLC and Subsidiaries||$||(3,725,780||)||$||(810,903||)||$||603,891||$||842,277|
BALDWIN RISK PARTNERS, LLC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
|September 30, 2019||December 31, 2018|
|Cash and cash equivalents||$||11,106,139||$||7,995,118|
|Premiums, commissions and fees receivable, net||45,234,625||29,385,275|
|Prepaid expenses and other current assets||5,663,632||1,096,430|
|Due from related parties||44,272||116,776|
|Total current assets||68,452,200||38,593,599|
|Property and equipment, net||2,794,425||2,148,264|
|Deposits and other non-current assets||962,840||102,698|
|Deferred financing costs, net||7,362,927||590,249|
|Deferred commission expense||3,418,494||2,881,721|
|Intangible assets, net||92,392,570||29,743,832|
|Liabilities, Mezzanine Equity and Members’ Equity (Deficit)|
|Premiums payable to insurance companies||$||42,889,326||$||23,195,610|
|Producer commissions payable||7,126,847||3,955,373|
|Other current liabilities||204,738||1,032,405|
|Current portion of long-term debt||—||527,005|
|Current portion of contingent earnout liabilities||2,646,695||301,905|
|Total current liabilities||65,878,718||33,227,016|
|Advisor incentive liabilities||3,085,578||2,346,868|
|Revolving lines of credit||105,000,000||33,860,994|
|Long-term debt, less current portion||—||1,497,472|
|Related party debt||88,425,293||36,880,334|
|Contingent earnout liabilities, less current portion||32,497,049||8,947,005|
|Other long-term liabilities||361,481||261,684|
|Commitments and contingencies|
|Redeemable noncontrolling interest||82,607,652||46,207,466|
|Redeemable members’ capital||172,238,469||39,353,918|
|Members’ equity (deficit):|
|Members’ capital (7,031,813 and 6,796,052 units authorized, issued and outstanding, of which 1,927,105 and 2,056,525 are included in redeemable members' capital, at September 30, 2019 and December 31, 2018, respectively)||—||—|
|Member note receivable||(240,438||)||(89,896||)|
|Total members’ equity (deficit)||(203,895,114||)||(62,758,143||)|
|Total liabilities, mezzanine equity and members’ equity (deficit)||$||346,199,126||$||139,824,614|
BALDWIN RISK PARTNERS, LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
|For the Nine Months Ended September 30,|
|Cash flows from operating activities:|
|Adjustments to reconcile net income to net cash provided by operating activities:|
|Depreciation and amortization||7,253,143||2,179,119|
|Amortization of deferred financing costs||1,117,037||91,665|
|Loss on modification and extinguishment of debt||114,839||—|
|Issuance of Voting Common Units to redeemable common equity holder||—||2,892,145|
|Issuance and vesting of Management Incentive Units to Members||663,487||190,051|
|Participation unit compensation||149,797||93,750|
|Stock-based compensation expense||109,810||930,155|
|Change in fair value of contingent consideration||(3,221,909||)||877,235|
|Changes in operating assets and liabilities, net of effect of acquisitions:|
|Premiums, commissions and fees receivable, net||(441,086||)||1,309,824|
|Prepaid expenses and other assets||(384,176||)||(107,429||)|
|Due from related parties||72,504||(26,273||)|
|Deferred commission expense||(536,773||)||(633,078||)|
|Accounts payable, accrued expenses and other current liabilities||5,015,551||(1,825,051||)|
|Other long-term liabilities||—||(552,529||)|
|Net cash provided by operating activities||14,494,760||9,976,725|
|Cash flows from investing activities:|
|Investment in business venture||(200,000||)||—|
|Cash consideration paid for asset acquisitions, net of cash received||(671,342||)||(6,137,830||)|
|Cash consideration paid for business combinations, net of cash received||(99,486,015||)||(35,091,989||)|
|Net cash used in investing activities||(101,822,080||)||(41,594,379||)|
|Cash flows from financing activities:|
|Payment of contingent earnout consideration||—||(2,892,000||)|
|Payment of guaranteed earnout consideration||(812,500||)||(62,500||)|
|Net borrowings on revolving line of credit||71,139,006||23,878,188|
|Proceeds from related party debt||51,544,959||23,520,000|
|Payments on long-term debt||(2,024,477||)||(420,369||)|
|Payments of debt issuance costs||(2,495,199||)||(355,660||)|
|Proceeds from advisor incentive buy-ins||628,902||81,510|
|Proceeds from issuance of Non-Voting Common Units to Members||1,157,258||154,496|
|Repurchase of Voting Common Units from Members||(12,500,000||)||—|
|Net cash provided by financing activities||96,841,873||36,102,028|
|Net increase in cash and cash equivalents and restricted cash||9,514,553||4,484,374|
|Cash and cash equivalents and restricted cash at beginning of period||7,995,118||3,123,413|
|Cash and cash equivalents and restricted cash at end of period||$||17,509,671||$||7,607,787|
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue and Organic Revenue Growth are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, including commissions and fees (for Organic Revenue and Organic Revenue Growth) or net income (for Adjusted EBITDA and Adjusted EBITDA Margin), which we consider to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing our operating performance, you should not consider these non-GAAP financial measures in isolation or as substitutes for commissions and fees, net income or other consolidated income statement data prepared in accordance with GAAP. Other companies in our industry may define or calculate these non-GAAP financial measures differently than we do, and accordingly these measures may not be comparable to similarly titled measures used by other companies.
Adjusted EBITDA eliminates the effects of financing, depreciation and amortization. We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization and certain items of income and expense, including share-based compensation expense, transaction-related expenses related to forming Partnerships including severance, and certain non-recurring costs, including those related to the Offering and loss on modification and extinguishment of debt. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor's understanding of our financial performance.
Adjusted EBITDA Margin is Adjusted EBITDA divided by commissions and fees. Adjusted EBITDA is a key metric used by management and our board of directors to assess our financial performance. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate to business performance, and that the presentation of this measure enhances an investor’s understanding of our financial performance. We believe that Adjusted EBITDA Margin is helpful in measuring profitability of operations on a consolidated level.
Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools. For example, Adjusted EBITDA and Adjusted EBITDA Margin:
- do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future;
- do not reflect changes in, or cash requirements for, our working capital needs;
- do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations;
- do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
- do not reflect stock-based compensation expense and other non-cash charges; and
- exclude certain tax payments that may represent a reduction in cash available to us.
We calculate Organic Revenue Growth based on commissions and fees excluding (i) the first twelve months of commissions and fees generated from Partnerships and (ii) the impact of the change in our method of accounting for commissions and fees from contracts with customers as a result of the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, effective January 1, 2018, under the New Revenue Standard on our 2018 commissions and fees when the impact is measured across periods that are not comparable. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted for Organic Revenues that were excluded in the prior period because the Partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period. For example, revenues from a Partnership consummated June 1, 2018 are excluded from Organic Growth for 2018. However, after June 1, 2019, results from June 1, 2018 to December 31, 2018 for such Partners are compared to results from June 1, 2018 to December 31, 2018 for purposes of calculating Organic Growth in 2018. Organic Revenue Growth is a key metric used by management and our board of directors to assess our financial performance. We believe that Organic Revenue and Organic Revenue Growth is an appropriate measure of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner.
The following table reconciles Adjusted EBITDA to net income (loss), which we consider to be the most directly comparable GAAP financial measure to Adjusted EBITDA:
|For the Three Months |
Ended September 30,
|For the Nine Months |
Ended September 30,
|Net income (loss)||$||(2,305,576||)||$||52,448||$||4,477,069||$||3,551,993|
|Adjustments to net income (loss):|
|Interest expense, net||3,784,866||1,292,016||8,998,308||5,012,174|
|Change in fair value of contingent consideration||535,214||350,462||(3,221,909||)||877,235|
|Transaction-related Partnership expenses||500,048||312,195||1,535,445||681,590|
|Severance related to Partnership activity||—||—||300,000||—|
|Adjusted EBITDA Margin||19||%||18||%||22||%||23||%|
Organic Revenue and Organic Revenue Growth
The following table reconciles Organic Revenue to commissions and fees, which we consider to be the most directly comparable GAAP financial measure to Organic Revenue:
|For the Three Months Ended September 30, 2019||For the Nine Months Ended September 30, 2019|
|Commissions and fees||$||38,383,455||$||101,280,661|
|Partnership commissions and fees (1)||(17,519,871||)||(36,748,949||)|
|Organic Revenue Growth (2)||2,297,499||5,479,349|
|Organic Revenue Growth (2)||12||%||9||%|
- Includes the first twelve months of such commissions and fees generated from newly acquired Partners.
- Organic Revenue for the three and nine months ended September 30, 2018 used to calculate Organic Revenue Growth for the three and nine months ended September 30, 2019 was $18.6 million and $59.1 million, respectively, which is adjusted to reflect revenues from Partnerships that reach the twelve-month owned mark during the three and nine months ended September 30, 2019.
COMMONLY USED DEFINED TERMS
The following terms have the following meanings throughout this press release unless the context indicates or requires otherwise:
|Exchange Act||Securities Exchange Act of 1934, as amended|
|Fiduciary Partners||Fiduciary Partners Retirement Group, Inc., Fiduciary Partners Group, LLC and Fiduciary Partners Investment Consulting, LLC, a Middle Market Partnership effective July 1, 2019|
|Foundation Insurance||Foundation Insurance of Florida, LLC, a MainStreet Partnership effective August 1, 2019|
|Lykes||Lykes Insurance, Inc., a Middle Market Partnership effective March 1, 2019|
|MSI||Millennial Specialty Insurance LLC, a Specialty Partnership effective April 1, 2019|
|Operating Groups||Our reportable segments|
|Partners||Companies that we have acquired, or in the case of asset acquisitions, the producers|
|Partnerships||Strategic acquisitions made by the Company|
|SEC||U.S. Securities and Exchange Commission|
|Securities Act||Securities Act of 1933, as amended|
|Villages Credit Agreement||Amended and restated credit agreement between Baldwin Risk Partners, LLC as borrower and Villages as lender entered into on March 13, 2019|