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    The Baldwin Group Announces First Quarter 2025 Results

    5/6/25 4:05:00 PM ET
    $BWIN
    Specialty Insurers
    Finance
    Get the next $BWIN alert in real time by email

    — Total Revenue Growth of 9% to $413.4 Million; Organic Revenue Growth(1) of 10% —

    — Net Income of $24.9 Million and Diluted Earnings Per Share of $0.20; Adjusted Diluted EPS(2) Growth of 16% to $0.65 —

    — Adjusted EBITDA(3) Growth of 12% Year-Over-Year to $113.8 Million and Adjusted EBITDA Margin(3) of 28%; 80 Basis Point Expansion Compared to the Prior-Year Period —

    The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. ("Baldwin" or the "Company") (NASDAQ:BWIN), an independent insurance distribution firm delivering tailored insurance solutions to a wide range of personal and commercial clients, today announced its results for the first quarter ended March 31, 2025.

    FIRST QUARTER 2025 HIGHLIGHTS

    • Total revenue increased 9% year-over-year to $413.4 million
    • Organic revenue growth of 10% year-over-year
    • GAAP net income of $24.9 million and GAAP diluted earnings per share of $0.20
    • Adjusted net income(2) of $76.6 million
    • Adjusted diluted EPS grew 16% year-over-year to $0.65
    • Adjusted EBITDA grew 12% year-over-year to $113.8 million
    • Adjusted EBITDA margin of 27.5%, expansion of 80 basis points compared to 26.7% in the prior-year period
    • Adjusted free cash flow(4) increased 6% year-over-year to $25.8 million

    "The resilience and durability of our business and operating model was demonstrated in the first quarter as we continued to achieve double-digit organic revenue growth while increasing adjusted EBITDA by 12% and adjusted diluted EPS by 16%," said Trevor Baldwin, Chief Executive Officer of The Baldwin Group. "As we have reached a significant inflection point with the vast majority of our earnout obligations behind us, our growing financial flexibility leaves us well positioned to accelerate momentum across our strategic priorities."

    LIQUIDITY AND CAPITAL RESOURCES

    As of March 31, 2025, cash and cash equivalents were $81.8 million and the Company had $586 million of borrowing capacity under its revolving credit facility.

    WEBCAST AND CONFERENCE CALL INFORMATION

    Baldwin will host a webcast and conference call to discuss first quarter 2025 results today at 5:00 PM ET. A live webcast and a slide presentation of the conference call will be available on Baldwin's investor relations website at ir.baldwin.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 webcast replay of the call will be available at ir.baldwin.com for one year following the call.

    ABOUT THE BALDWIN GROUP

    The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. ("Baldwin") (NASDAQ:BWIN) and its affiliates, is an independent insurance distribution firm providing indispensable expertise and insights that strive to give our clients the confidence to pursue their purpose, passion and dreams. As a team of dedicated entrepreneurs and insurance professionals, we have come together to help protect the possible for our clients. We do this by delivering bespoke client solutions, services, and innovation through our comprehensive and tailored approach to risk management, insurance, and employee benefits. We support our clients, colleagues, insurance company partners, and communities through the deployment of vanguard resources and capital to drive our organic and inorganic growth. The Baldwin Group proudly represents more than three million clients across the United States and internationally. For more information, please visit www.baldwin.com.

    FOOTNOTES

    (1) Organic revenue for the three months ended March 31, 2024 used to calculate organic revenue growth for the three months ended March 31, 2025 was $372.3 million, which is adjusted to exclude commissions and fees from divestitures that occurred during 2024 and 2025. Organic revenue and organic revenue growth are non-GAAP measures. Reconciliation of organic revenue and organic revenue growth to commissions and fees, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

    (2) Adjusted net income and adjusted diluted EPS are non-GAAP measures. Reconciliation of adjusted net income to net income attributable to Baldwin and reconciliation of adjusted diluted EPS to diluted earnings per share, the most directly comparable GAAP financial measures, is set forth in the reconciliation table accompanying this release.

    (3) Adjusted EBITDA and adjusted EBITDA margin are non-GAAP measures. Reconciliation of adjusted EBITDA and adjusted EBITDA margin to net income, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

    (4) Adjusted free cash flow is a non-GAAP measure. Reconciliation of adjusted free cash flow to net cash provided by (used in) operating activities, the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

    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 Baldwin's expectations or beliefs concerning future events. Forward-looking statements are statements other than historical facts and may include statements that address Baldwin's future operating, financial or business performance or Baldwin'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 Baldwin's Annual Report on Form 10-K for the year ended December 31, 2024 and in Baldwin's other filings with the SEC, which are available free of charge on the SEC's website at: www.sec.gov, including those risks and other factors relevant to Baldwin's business, financial condition and results of operations. 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 Baldwin or to persons acting on Baldwin's behalf 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 Baldwin 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.

    THE BALDWIN INSURANCE GROUP, INC.

    Condensed Consolidated Statements of Comprehensive Income

    (Unaudited)

     

     

     

    For the Three Months

    Ended March 31,

    (in thousands, except share and per share data)

     

     

    2025

     

     

     

    2024

     

    Revenues:

     

     

     

     

    Commissions and fees

     

    $

    410,531

     

     

    $

    378,096

     

    Investment income

     

     

    2,874

     

     

     

    2,271

     

    Total revenues

     

     

    413,405

     

     

     

    380,367

     

     

     

     

     

     

    Operating expenses:

     

     

     

     

    Colleague compensation and benefits

     

     

    198,020

     

     

     

    201,055

     

    Outside commissions

     

     

    65,823

     

     

     

    61,037

     

    Other operating expenses

     

     

    58,019

     

     

     

    45,795

     

    Amortization expense

     

     

    25,882

     

     

     

    24,041

     

    Change in fair value of contingent consideration

     

     

    8,061

     

     

     

    12,676

     

    Depreciation expense

     

     

    1,583

     

     

     

    1,505

     

    Total operating expenses

     

     

    357,388

     

     

     

    346,109

     

     

     

     

     

     

    Operating income

     

     

    56,017

     

     

     

    34,258

     

     

     

     

     

     

    Other income (expense):

     

     

     

     

    Interest expense, net

     

     

    (29,976

    )

     

     

    (31,545

    )

    Gain on divestitures

     

     

    1,401

     

     

     

    36,516

     

    Loss on extinguishment and modification of debt

     

     

    (2,394

    )

     

     

    —

     

    Other income (expense), net

     

     

    (150

    )

     

     

    538

     

    Total other income (expense), net

     

     

    (31,119

    )

     

     

    5,509

     

     

     

     

     

     

    Income before income taxes

     

     

    24,898

     

     

     

    39,767

     

    Income tax expense

     

     

    —

     

     

     

    667

     

    Net income

     

     

    24,898

     

     

     

    39,100

     

    Less: net income attributable to noncontrolling interests

     

     

    10,959

     

     

     

    17,522

     

    Net income attributable to Baldwin

     

    $

    13,939

     

     

    $

    21,578

     

     

     

     

     

     

    Comprehensive income

     

    $

    24,898

     

     

    $

    39,100

     

    Comprehensive income attributable to noncontrolling interests

     

     

    10,959

     

     

     

    17,522

     

    Comprehensive income attributable to Baldwin

     

     

    13,939

     

     

     

    21,578

     

     

     

     

     

     

    Basic earnings per share

     

    $

    0.21

     

     

    $

    0.35

     

    Diluted earnings per share

     

    $

    0.20

     

     

    $

    0.33

     

    Weighted-average shares of Class A common stock outstanding - basic

     

     

    66,067,143

     

     

     

    61,856,147

     

    Weighted-average shares of Class A common stock outstanding - diluted

     

     

    69,327,694

     

     

     

    65,314,248

     

    THE BALDWIN INSURANCE GROUP, INC.

    Condensed Consolidated Balance Sheets

    (Unaudited)

     

    (in thousands, except share and per share data)

     

    March 31, 2025

     

    December 31, 2024

    Assets

     

     

     

     

    Current assets:

     

     

     

     

    Cash and cash equivalents

     

    $

    81,781

     

     

    $

    90,045

     

    Fiduciary cash

     

     

    217,280

     

     

     

    222,724

     

    Assumed premiums, commissions and fees receivable, net

     

     

    331,342

     

     

     

    283,553

     

    Fiduciary receivables

     

     

    408,000

     

     

     

    418,543

     

    Prepaid expenses and other current assets

     

     

    17,417

     

     

     

    11,625

     

    Total current assets

     

     

    1,055,820

     

     

     

    1,026,490

     

    Property and equipment, net

     

     

    22,332

     

     

     

    21,972

     

    Right-of-use assets

     

     

    71,357

     

     

     

    72,367

     

    Other assets

     

     

    49,217

     

     

     

    48,041

     

    Intangible assets, net

     

     

    937,612

     

     

     

    953,492

     

    Goodwill

     

     

    1,412,369

     

     

     

    1,412,369

     

    Total assets

     

    $

    3,548,707

     

     

    $

    3,534,731

     

    Liabilities, Mezzanine Equity and Stockholders' Equity

     

     

     

     

    Current liabilities:

     

     

     

     

    Fiduciary liabilities

     

    $

    625,280

     

     

    $

    641,267

     

    Commissions payable

     

     

    87,463

     

     

     

    73,126

     

    Accrued expenses and other current liabilities

     

     

    157,245

     

     

     

    160,631

     

    Related party notes payable

     

     

    —

     

     

     

    5,635

     

    Colleague earnout incentives

     

     

    17,959

     

     

     

    32,826

     

    Current portion of contingent earnout liabilities

     

     

    45,473

     

     

     

    142,949

     

    Total current liabilities

     

     

    933,420

     

     

     

    1,056,434

     

    Long-term debt, less current portion

     

     

    1,495,908

     

     

     

    1,398,054

     

    Contingent earnout liabilities, less current portion

     

     

    2,761

     

     

     

    2,610

     

    Operating lease liabilities, less current portion

     

     

    68,162

     

     

     

    68,775

     

    Other liabilities

     

     

    61

     

     

     

    61

     

    Total liabilities

     

     

    2,500,312

     

     

     

    2,525,934

     

    Commitments and contingencies

     

     

     

     

    Mezzanine equity:

     

     

     

     

    Redeemable noncontrolling interest

     

     

    371

     

     

     

    453

     

    Stockholders' equity:

     

     

     

     

    Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 69,852,390 and 67,979,419 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

     

     

    699

     

     

     

    680

     

    Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 48,292,594 and 49,552,686 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

     

     

    5

     

     

     

    5

     

    Additional paid-in capital

     

     

    816,418

     

     

     

    793,954

     

    Accumulated deficit

     

     

    (197,484

    )

     

     

    (211,423

    )

    Total stockholders' equity attributable to Baldwin

     

     

    619,638

     

     

     

    583,216

     

    Noncontrolling interest

     

     

    428,386

     

     

     

    425,128

     

    Total stockholders' equity

     

     

    1,048,024

     

     

     

    1,008,344

     

    Total liabilities, mezzanine equity and stockholders' equity

     

    $

    3,548,707

     

     

    $

    3,534,731

     

    THE BALDWIN INSURANCE GROUP, INC.

    Condensed Consolidated Statements of Cash Flows

    (Unaudited)

     

     

     

    For the Three Months

    Ended March 31,

    (in thousands)

     

     

    2025

     

     

     

    2024

     

    Cash flows from operating activities:

     

     

     

     

    Net income

     

    $

    24,898

     

     

    $

    39,100

     

    Adjustments to reconcile net income to net cash provided by (used in) operating activities:

     

     

     

     

    Depreciation and amortization

     

     

    27,465

     

     

     

    25,546

     

    Change in fair value of contingent consideration

     

     

    8,061

     

     

     

    12,676

     

    Share-based compensation expense

     

     

    12,803

     

     

     

    14,094

     

    Payment of contingent earnout consideration in excess of purchase price accrual

     

     

    (78,193

    )

     

     

    (16,318

    )

    Gain on divestitures

     

     

    (1,401

    )

     

     

    (36,516

    )

    Amortization of deferred financing costs

     

     

    1,422

     

     

     

    1,552

     

    Loss on interest rate caps

     

     

    18

     

     

     

    26

     

    Other (gain) loss

     

     

    708

     

     

     

    (4

    )

    Changes in operating assets and liabilities:

     

     

     

     

    Assumed premiums, commissions and fees receivable, net

     

     

    (47,789

    )

     

     

    (32,835

    )

    Prepaid expenses and other current assets

     

     

    (6,708

    )

     

     

    (4,629

    )

    Right-of-use assets

     

     

    3,775

     

     

     

    4,186

     

    Accounts payable, accrued expenses and other current liabilities

     

     

    9,892

     

     

     

    232

     

    Colleague earnout incentives

     

     

    (14,854

    )

     

     

    (1,391

    )

    Operating lease liabilities

     

     

    (4,080

    )

     

     

    (2,712

    )

    Net cash provided by (used in) operating activities

     

     

    (63,983

    )

     

     

    3,007

     

    Cash flows from investing activities:

     

     

     

     

    Capital expenditures

     

     

    (8,933

    )

     

     

    (8,146

    )

    Proceeds from divestitures, net of cash transferred

     

     

    1,401

     

     

     

    54,448

     

    Investments in and loans for business ventures

     

     

    (620

    )

     

     

    (3,189

    )

    Cash consideration paid for asset acquisitions

     

     

    (460

    )

     

     

    —

     

    Proceeds from repayment of related party loans

     

     

    —

     

     

     

    1,500

     

    Net cash provided by (used in) investing activities

     

     

    (8,612

    )

     

     

    44,613

     

    Cash flows from financing activities:

     

     

     

     

    Change in fiduciary receivables and liabilities, net

     

     

    (5,444

    )

     

     

    (113

    )

    Payment of contingent earnout consideration up to amount of purchase price accrual

     

     

    (32,841

    )

     

     

    (32,794

    )

    Proceeds from revolving line of credit

     

     

    9,000

     

     

     

    70,000

     

    Payments on revolving line of credit

     

     

    (9,000

    )

     

     

    (77,000

    )

    Proceeds from refinancing of long-term debt

     

     

    935,800

     

     

     

    —

     

    Payments relating to extinguishment and modification of long-term debt

     

     

    (835,800

    )

     

     

    —

     

    Payments on long-term debt

     

     

    (2,340

    )

     

     

    (2,561

    )

    Proceeds from the settlement of interest rate caps

     

     

    —

     

     

     

    2,300

     

    Other financing activity

     

     

    (488

    )

     

     

    (98

    )

    Net cash provided by (used in) financing activities

     

     

    58,887

     

     

     

    (40,266

    )

    Net increase (decrease) in cash and cash equivalents and fiduciary cash

     

     

    (13,708

    )

     

     

    7,354

     

    Cash and cash equivalents and fiduciary cash at beginning of period

     

     

    312,769

     

     

     

    226,963

     

    Cash and cash equivalents and fiduciary cash at end of period

     

    $

    299,061

     

     

    $

    234,317

     

    NON-GAAP FINANCIAL MEASURES

    Adjusted EBITDA, adjusted EBITDA margin, organic revenue, organic revenue growth, adjusted net income, adjusted diluted earnings per share ("EPS") and adjusted net cash provided by operating activities ("adjusted free cash flow") 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), net income (loss) (for adjusted EBITDA and adjusted EBITDA margin), net income (loss) attributable to Baldwin (for adjusted net income), diluted earnings (loss) per share (for adjusted diluted EPS) or net cash provided by (used in) operating activities (for adjusted free cash flow), 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 (loss), net income (loss) attributable to Baldwin, diluted earnings (loss) per share, net cash provided by (used in) operating activities 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.

    We define adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related partnership and integration expenses, severance, and certain non-recurring items, including those related to raising capital. We believe that adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of income and 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 total revenue. Adjusted EBITDA margin is a key metric used by management and our board of directors to assess our financial performance. We believe that adjusted EBITDA margin is an appropriate measure of operating performance because it eliminates the impact of income and 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 share-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 based on commissions and fees for the relevant period by excluding (i) the first twelve months of commissions and fees generated from new partners and (ii) commissions and fees from divestitures. Organic revenue growth is the change in organic revenue period-to-period, with prior period results adjusted to (i) include commissions and fees that were excluded from organic revenue in the prior period because the relevant partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period, and (ii) exclude commissions and fees related to divestitures from organic revenue. For example, commissions and fees from a partner acquired on June 1, 2024 are excluded from organic revenue for 2024. However, after June 1, 2025, results from June 1, 2024 to December 31, 2024 for such partners are compared to results from June 1, 2025 to December 31, 2025 for purposes of calculating organic revenue growth in 2025. 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 are appropriate measures of operating performance as they allow investors to measure, analyze and compare growth in a meaningful and consistent manner.

    We define adjusted net income as net income (loss) attributable to Baldwin adjusted for depreciation, amortization, change in fair value of contingent consideration and certain items of income and expense, including share-based compensation expense, transaction-related partnership and integration expenses, severance, and certain non-recurring costs that, in the opinion of management, significantly affect the period-over-period assessment of operating results, and the related tax effect of those adjustments. We believe that adjusted net income is an appropriate measure of operating performance because it eliminates the impact of income and expenses that do not relate to business performance.

    Adjusted diluted EPS measures our per share earnings excluding certain expenses as discussed above for adjusted net income and assuming all shares of Class B common stock were exchanged for Class A common stock on a one-for-one basis. Adjusted diluted EPS is calculated as adjusted net income divided by adjusted diluted weighted-average shares outstanding. We believe adjusted diluted EPS is useful to investors because it enables them to better evaluate per share operating performance across reporting periods.

    We calculate adjusted free cash flow because we incur substantial earnout liabilities in conjunction with our partnership strategy. Adjusted free cash flow is calculated as net cash provided by (used in) operating activities excluding the impact of: (i) the payment of contingent earnout consideration in excess of purchase price accrual, and (ii) the payment of colleague earnout incentives. We believe that adjusted free cash flow is an important measure of our ability to generate cash from our business operations.

    Beginning January 1, 2025, the Company is presenting its fiduciary assets and liabilities separately on the consolidated balance sheets. Previously, these assets and liabilities were comingled on the consolidated balance sheets and the net change in cash balances held to remit to insurance carriers was presented as cash flows from operating activities. The net change in fiduciary cash is now presented as cash flows from financing activities in the consolidated statements of cash flows. As a result, the change in premiums, commissions and fees receivable, net and the change in accounts payable, accrued expenses and other current liabilities are no longer excluded from net cash provided by (used in) operating activities in calculating adjusted free cash flow for the 2025 reporting period and comparable prior periods. However, because the change in fiduciary receivables and fiduciary liabilities previously was combined with the change in premiums, commissions and fees receivable, net and the change in accounts payable, accrued expenses and other current liabilities in the consolidated statements of cash flows, this change in presentation has resulted in a change in our previously reported adjusted free cash flow for previous periods.

    Reconciliation of guidance regarding adjusted EBITDA, organic revenue growth and adjusted diluted EPS to the most directly comparable GAAP measures is not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity, and low visibility with respect to commissions and fees, net income (loss), diluted earnings (loss) per share or other consolidated income statement data prepared in accordance with GAAP. The Company is currently unable to predict with a reasonable degree of certainty the type and extent of items that would be expected to impact these GAAP financial measures for these periods. The unavailable information could have a significant impact on the non-GAAP measures.

    Adjusted EBITDA and Adjusted EBITDA Margin

    The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net income, which we consider to be the most directly comparable GAAP financial measure:

     

     

    For the Three Months

    Ended March 31,

    (in thousands, except percentages)

     

     

    2025

     

     

     

    2024

     

    Revenues

     

    $

    413,405

     

     

    $

    380,367

     

     

     

     

     

     

    Net income

     

    $

    24,898

     

     

    $

    39,100

     

    Adjustments to net income:

     

     

     

     

    Interest expense, net

     

     

    29,976

     

     

     

    31,545

     

    Amortization expense

     

     

    25,882

     

     

     

    24,041

     

    Share-based compensation

     

     

    12,803

     

     

     

    14,094

     

    Change in fair value of contingent consideration

     

     

    8,061

     

     

     

    12,676

     

    Colleague earnout incentives

     

     

    (3,269

    )

     

     

    3,583

     

    Loss on extinguishment and modification of debt

     

     

    2,394

     

     

     

    —

     

    Depreciation expense

     

     

    1,583

     

     

     

    1,505

     

    Transaction-related partnership and integration expenses

     

     

    1,533

     

     

     

    4,904

     

    Income and other taxes(1)

     

     

    1,471

     

     

     

    1,501

     

    Gain on divestitures

     

     

    (1,401

    )

     

     

    (36,516

    )

    Severance

     

     

    1,207

     

     

     

    1,689

     

    Loss on interest rate caps

     

     

    18

     

     

     

    26

     

    Other(2)

     

     

    8,639

     

     

     

    3,538

     

    Adjusted EBITDA

     

    $

    113,795

     

     

    $

    101,686

     

     

     

     

     

     

    Net income margin

     

     

    6

    %

     

     

    10

    %

    Adjusted EBITDA margin

     

     

    27.5

    %

     

     

    26.7

    %

    __________

    (1)

    Income and other taxes include the Tax Receivable Agreement expense and other operating tax expense, such as state taxes, under GAAP.

    (2)

    Other addbacks to adjusted EBITDA include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.

    Organic Revenue and Organic Revenue Growth

    The following table reconciles organic revenue and organic revenue growth to commissions and fees, which we consider to be the most directly comparable GAAP financial measure:

     

     

    For the Three Months

    Ended March 31,

    (in thousands, except percentages)

     

     

    2025

     

     

     

    2024

     

    Commissions and fees

     

    $

    410,531

     

     

    $

    378,096

     

    Partnership commissions and fees(1)

     

     

    —

     

     

     

    —

     

    Organic revenue

     

    $

    410,531

     

     

    $

    378,096

     

    Organic revenue growth(2)

     

    $

    38,219

     

     

    $

    51,051

     

    Organic revenue growth %(2)

     

     

    10

    %

     

     

    16

    %

    __________

    (1)

    Includes the first twelve months of such commissions and fees generated from newly acquired partners.

    (2)

    Organic revenue for the three months ended March 31, 2024 used to calculate organic revenue growth for the three months ended March 31, 2025 was $372.3 million, which is adjusted to exclude commissions and fees from divestitures that occurred during 2024 and 2025.

    Adjusted Net Income and Adjusted Diluted EPS

    The following table reconciles adjusted net income to net income attributable to Baldwin and reconciles adjusted diluted EPS to diluted earnings per share, which we consider to be the most directly comparable GAAP financial measures:

     

     

    For the Three Months

    Ended March 31,

    (in thousands, except per share data)

     

     

    2025

     

     

     

    2024

     

    Net income attributable to Baldwin

     

    $

    13,939

     

     

    $

    21,578

     

    Net income attributable to noncontrolling interests

     

     

    10,959

     

     

     

    17,522

     

    Amortization expense

     

     

    25,882

     

     

     

    24,041

     

    Share-based compensation

     

     

    12,803

     

     

     

    14,094

     

    Change in fair value of contingent consideration

     

     

    8,061

     

     

     

    12,676

     

    Colleague earnout incentives

     

     

    (3,269

    )

     

     

    3,583

     

    Loss on extinguishment and modification of debt

     

     

    2,394

     

     

     

    —

     

    Depreciation

     

     

    1,583

     

     

     

    1,505

     

    Transaction-related partnership and integration expenses

     

     

    1,533

     

     

     

    4,904

     

    Amortization of deferred financing costs

     

     

    1,422

     

     

     

    1,552

     

    Gain on divestitures

     

     

    (1,401

    )

     

     

    (36,516

    )

    Severance

     

     

    1,207

     

     

     

    1,689

     

    Income tax expense(1)

     

     

    1,200

     

     

     

    —

     

    Loss on interest rate caps, net of cash settlements

     

     

    18

     

     

     

    2,326

     

    Other(2)

     

     

    8,639

     

     

     

    3,538

     

    Adjusted pre-tax income

     

     

    84,970

     

     

     

    72,492

     

    Adjusted income taxes(3)

     

     

    8,412

     

     

     

    7,177

     

    Adjusted net income

     

    $

    76,558

     

     

    $

    65,315

     

     

     

     

     

     

    Weighted-average shares of Class A common stock outstanding - diluted

     

     

    69,328

     

     

     

    65,314

     

    Exchange of Class B common stock(4)

     

     

    49,045

     

     

     

    51,994

     

    Adjusted diluted weighted-average shares outstanding

     

     

    118,373

     

     

     

    117,308

     

     

     

     

     

     

    Diluted earnings per share

     

    $

    0.20

     

     

    $

    0.33

     

    Effect of exchange of Class B common stock and net income attributable to noncontrolling interests per share

     

     

    0.01

     

     

     

    —

     

    Other adjustments to income per share

     

     

    0.51

     

     

     

    0.29

     

    Adjusted income taxes per share

     

     

    (0.07

    )

     

     

    (0.06

    )

    Adjusted diluted EPS

     

    $

    0.65

     

     

    $

    0.56

     

    ___________

    (1)

    Income tax expense includes the Tax Receivable Agreement expense.

    (2)

    Other addbacks to adjusted net income include certain income and expenses that are considered to be non-recurring or non-operational, including certain recruiting costs, professional fees, litigation costs and bonuses.

    (3)

    Represents corporate income taxes at an assumed effective tax rate of 9.9% applied to adjusted pre-tax income.

    (4)

    Assumes the full exchange of Class B common stock for Class A common stock pursuant to the Amended LLC Agreement.

    Adjusted Net Cash Provided by Operating Activities ("Adjusted Free Cash Flow")

    The following table reconciles adjusted free cash flow to net cash provided by (used in) operating activities, which we consider to be the most directly comparable GAAP financial measure:

     

     

    For the Three Months

    Ended March 31,

    (in thousands)

     

     

    2025

     

     

     

    2024

    Net cash provided by (used in) operating activities

     

    $

    (63,983

    )

     

    $

    3,007

    Adjustments to net cash provided by (used in) operating activities:

     

     

     

     

    Payment of contingent earnout consideration in excess of purchase price accrual

     

     

    78,193

     

     

     

    16,318

    Payment of colleague earnout incentives

     

     

    11,599

     

     

     

    4,974

    Adjusted free cash flow

     

    $

    25,809

     

     

    $

    24,299

    COMMONLY USED DEFINED TERMS

    The following terms have the following meanings throughout this press release unless the context indicates or requires otherwise:

     

    Amended LLC Agreement

     

    Third Amended and Restated Limited Liability Company Agreement of The Baldwin Insurance Group Holdings, LLC (formerly Baldwin Risk Partners, LLC), as amended

    clients

     

    Our insureds

    colleagues

     

    Our employees

    GAAP

     

    Accounting principles generally accepted in the United States of America

    insurance company partners

     

    Insurance companies with which we have a contractual relationship

    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

     

    View source version on businesswire.com: https://www.businesswire.com/news/home/20250506936271/en/

    MEDIA RELATIONS

    Anna Rozenich, Senior Director, Enterprise Communications

    The Baldwin Group

    630.561.5907 | [email protected]

    INVESTOR RELATIONS

    Bonnie Bishop, Executive Director, Investor Relations

    The Baldwin Group

    813.259.8032 | [email protected]

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