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    The Baldwin Group Announces Second Quarter 2024 Results

    8/6/24 4:05:00 PM ET
    $BWIN
    Specialty Insurers
    Finance
    Get the next $BWIN alert in real time by email

    - Total Revenue Growth of 14% to $339.8 Million; Organic Revenue Growth(1) of 19% -

    - Net Loss of $30.9 Million and Diluted Loss Per Share of $0.28; Adjusted Diluted EPS(2) Growth of 26% to $0.34 -

    - Adjusted EBITDA(3) Growth of 22% Year-Over-Year to $74.9 Million and Adjusted EBITDA Margin(3) of 22%; 130 Basis Point Expansion Compared to the Prior-Year Period -

    The Baldwin Group, the go-to-market 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 second quarter ended June 30, 2024.

    SECOND QUARTER 2024 HIGHLIGHTS

    • Total revenue increased 14% year-over-year to $339.8 million
    • Organic revenue growth of 19% year-over-year
    • GAAP net loss of $30.9 million and GAAP diluted loss per share of $0.28
    • Adjusted net income(2) of $40.3 million
    • Adjusted diluted EPS grew 26% year-over-year to $0.34
    • Adjusted EBITDA grew 22% year-over-year to $74.9 million
    • Adjusted EBITDA margin of 22%, a 130 basis point expansion compared to 21% in the prior-year period

    "It was another fantastic quarter for Baldwin, as we continue to execute well in all facets of our operations," said Trevor Baldwin, Chief Executive Officer of The Baldwin Group. "We delivered industry-leading double-digit organic growth with strength across our platform, driven primarily by significant net new Client wins. Our continued adjusted EBITDA margin expansion reflects the meaningful enhancements in operational effectiveness we have begun realizing from the intense integration efforts and technology backbone build-out we have executed on over the past several years. Our continued industry-leading growth in top and bottom-line financial metrics combined with rapidly growing free cash flow, which was up 38% compared to the prior-year period, are all contributing to a rapidly approaching inflection of our financial profile. As we proceed through the back half of 2024, we believe we are in our strongest position yet to deliver outsized value to our Clients, continue to build on our status as the destination for our industry's leading professionals and expect to continue successfully delivering sustainable outsized organic revenue growth and margin expansion, driving continued long-term value for our shareholders."

    LIQUIDITY AND CAPITAL RESOURCES

    As of June 30, 2024, cash and cash equivalents were $208.3 million and the Company had $600.0 million of borrowing capacity under its revolving credit facility.

    SIX MONTHS 2024 RESULTS

    • Revenue increased 15% year-over-year to $720.2 million
    • Organic revenue growth of 17% year-over-year
    • GAAP net income of $8.2 million and GAAP diluted earnings per share of $0.06
    • Adjusted net income of $106.3 million
    • Adjusted diluted EPS grew 30% year-over-year to $0.90
    • Adjusted EBITDA grew 26% year-over-year to $176.6 million
    • Adjusted EBITDA margin of 25%, a 210 basis point expansion compared to the prior-year period
    • Net cash provided by operating activities of $83.6 million
    • Free cash flow(4) grew 38% year-over-year to $71.4 million

    WEBCAST AND CONFERENCE CALL INFORMATION

    Baldwin will host a webcast and conference call to discuss second quarter 2024 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 go-to-market brand name for The Baldwin Insurance Group, Inc. (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 two million Clients across the United States and internationally. For more information, please visit www.baldwin.com.

    FOOTNOTES

     

    (1)

    Organic revenue for the three and six months ended June 30, 2023 used to calculate organic revenue growth for the three and six months ended June 30, 2024 was $284.0 million and $611.0 million, respectively, which is adjusted to exclude commissions and fees from divestitures. 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 (loss) attributable to Baldwin and reconciliation of adjusted diluted EPS to diluted earnings (loss) 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 (loss), the most directly comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.

    (4)

    Free cash flow is a non-GAAP measure. Reconciliation of free cash flow to net cash provided by 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 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, 2023 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 the business, financial condition and results of operations of Baldwin. 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 behalf of Baldwin 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 (Loss)

    (Unaudited)

     

     

     

    For the Three Months

    Ended June 30,

     

    For the Six Months

    Ended June 30,

    (in thousands, except share and per share data)

     

     

    2024

     

     

     

    2023

     

     

     

    2024

     

     

     

    2023

     

    Revenues:

     

     

     

     

     

     

     

     

    Commissions and fees

     

    $

    337,103

     

     

    $

    295,551

     

     

    $

    715,199

     

     

    $

    625,074

     

    Investment income

     

     

    2,737

     

     

     

    1,640

     

     

     

    5,008

     

     

     

    2,563

     

    Total revenues

     

     

    339,840

     

     

     

    297,191

     

     

     

    720,207

     

     

     

    627,637

     

     

     

     

     

     

     

     

     

     

    Operating expenses:

     

     

     

     

     

     

     

     

    Commissions, employee compensation and benefits

     

     

    244,315

     

     

     

    225,236

     

     

     

    506,407

     

     

     

    456,190

     

    Other operating expenses

     

     

    46,564

     

     

     

    47,485

     

     

     

    92,359

     

     

     

    94,089

     

    Amortization expense

     

     

    25,394

     

     

     

    23,159

     

     

     

    49,435

     

     

     

    46,322

     

    Change in fair value of contingent consideration

     

     

    5,552

     

     

     

    16,393

     

     

     

    18,228

     

     

     

    41,151

     

    Depreciation expense

     

     

    1,557

     

     

     

    1,449

     

     

     

    3,062

     

     

     

    2,797

     

    Total operating expenses

     

     

    323,382

     

     

     

    313,722

     

     

     

    669,491

     

     

     

    640,549

     

     

     

     

     

     

     

     

     

     

    Operating income (loss)

     

     

    16,458

     

     

     

    (16,531

    )

     

     

    50,716

     

     

     

    (12,912

    )

     

     

     

     

     

     

     

     

     

    Other income (expense):

     

     

     

     

     

     

     

     

    Interest expense, net

     

     

    (31,329

    )

     

     

    (29,136

    )

     

     

    (62,874

    )

     

     

    (57,020

    )

    Gain on divestitures

     

     

    628

     

     

     

    —

     

     

     

    37,144

     

     

     

    —

     

    Loss on extinguishment and modification of debt

     

     

    (14,679

    )

     

     

    —

     

     

     

    (14,679

    )

     

     

    —

     

    Other income (expense), net

     

     

    (461

    )

     

     

    2,669

     

     

     

    77

     

     

     

    1,158

     

    Total other expense, net

     

     

    (45,841

    )

     

     

    (26,467

    )

     

     

    (40,332

    )

     

     

    (55,862

    )

     

     

     

     

     

     

     

     

     

    Income (loss) before income taxes

     

     

    (29,383

    )

     

     

    (42,998

    )

     

     

    10,384

     

     

     

    (68,774

    )

    Income tax expense

     

     

    1,484

     

     

     

    665

     

     

     

    2,151

     

     

     

    743

     

    Net income (loss)

     

     

    (30,867

    )

     

     

    (43,663

    )

     

     

    8,233

     

     

     

    (69,517

    )

    Less: net income (loss) attributable to noncontrolling interests

     

     

    (13,310

    )

     

     

    (19,766

    )

     

     

    4,212

     

     

     

    (31,488

    )

    Net income (loss) attributable to Baldwin

     

    $

    (17,557

    )

     

    $

    (23,897

    )

     

    $

    4,021

     

     

    $

    (38,029

    )

     

     

     

     

     

     

     

     

     

    Comprehensive income (loss)

     

    $

    (30,867

    )

     

    $

    (43,663

    )

     

    $

    8,233

     

     

    $

    (69,517

    )

    Comprehensive income (loss) attributable to noncontrolling interests

     

     

    (13,310

    )

     

     

    (19,766

    )

     

     

    4,212

     

     

     

    (31,488

    )

    Comprehensive income (loss) attributable to Baldwin

     

     

    (17,557

    )

     

     

    (23,897

    )

     

     

    4,021

     

     

     

    (38,029

    )

     

     

     

     

     

     

     

     

     

    Basic earnings (loss) per share

     

    $

    (0.28

    )

     

    $

    (0.40

    )

     

    $

    0.06

     

     

    $

    (0.64

    )

    Diluted earnings (loss) per share

     

    $

    (0.28

    )

     

    $

    (0.40

    )

     

    $

    0.06

     

     

    $

    (0.64

    )

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

     

     

    63,124,601

     

     

     

    60,093,228

     

     

     

    62,490,376

     

     

     

    59,406,331

     

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

     

     

    63,124,601

     

     

     

    60,093,228

     

     

     

    66,189,508

     

     

     

    59,406,331

     

     

    THE BALDWIN INSURANCE GROUP, INC.

    Condensed Consolidated Balance Sheets

    (Unaudited)

     

    (in thousands, except share and per share data)

     

    June 30, 2024

     

    December 31, 2023

    Assets

     

     

     

     

    Current assets:

     

     

     

     

    Cash and cash equivalents

     

    $

    208,334

     

     

    $

    116,209

     

    Restricted cash

     

     

    151,842

     

     

     

    104,824

     

    Premiums, commissions and fees receivable, net

     

     

    762,828

     

     

     

    627,791

     

    Prepaid expenses and other current assets

     

     

    14,050

     

     

     

    12,730

     

    Assets held for sale

     

     

    —

     

     

     

    64,351

     

    Total current assets

     

     

    1,137,054

     

     

     

    925,905

     

    Property and equipment, net

     

     

    22,348

     

     

     

    22,713

     

    Right-of-use assets

     

     

    79,148

     

     

     

    85,473

     

    Other assets

     

     

    43,841

     

     

     

    38,134

     

    Intangible assets, net

     

     

    985,425

     

     

     

    1,017,343

     

    Goodwill

     

     

    1,412,369

     

     

     

    1,412,369

     

    Total assets

     

    $

    3,680,185

     

     

    $

    3,501,937

     

    Liabilities, Mezzanine Equity and Stockholders' Equity

     

     

     

     

    Current liabilities:

     

     

     

     

    Premiums payable to insurance companies

     

    $

    740,585

     

     

    $

    555,569

     

    Producer commissions payable

     

     

    73,714

     

     

     

    64,304

     

    Accrued expenses and other current liabilities

     

     

    132,298

     

     

     

    152,954

     

    Related party notes payable

     

     

    5,635

     

     

     

    1,525

     

    Current portion of contingent earnout liabilities

     

     

    203,870

     

     

     

    215,157

     

    Liabilities held for sale

     

     

    —

     

     

     

    43,931

     

    Total current liabilities

     

     

    1,156,102

     

     

     

    1,033,440

     

    Revolving line of credit

     

     

    —

     

     

     

    341,000

     

    Long-term debt, less current portion

     

     

    1,400,444

     

     

     

    968,183

     

    Contingent earnout liabilities, less current portion

     

     

    6,373

     

     

     

    61,310

     

    Operating lease liabilities, less current portion

     

     

    73,598

     

     

     

    78,999

     

    Other liabilities

     

     

    123

     

     

     

    123

     

    Total liabilities

     

     

    2,636,640

     

     

     

    2,483,055

     

    Commitments and contingencies

     

     

     

     

    Mezzanine equity:

     

     

     

     

    Redeemable noncontrolling interest

     

     

    286

     

     

     

    394

     

    Stockholders' equity:

     

     

     

     

    Class A common stock, par value $0.01 per share, 300,000,000 shares authorized; 66,544,590 and 64,133,950 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

     

     

    665

     

     

     

    641

     

    Class B common stock, par value $0.0001 per share, 100,000,000 shares authorized; 50,943,644 and 52,422,494 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

     

     

    5

     

     

     

    5

     

    Additional paid-in capital

     

     

    773,109

     

     

     

    746,671

     

    Accumulated deficit

     

     

    (182,884

    )

     

     

    (186,905

    )

    Total stockholders' equity attributable to Baldwin

     

     

    590,895

     

     

     

    560,412

     

    Noncontrolling interest

     

     

    452,364

     

     

     

    458,076

     

    Total stockholders' equity

     

     

    1,043,259

     

     

     

    1,018,488

     

    Total liabilities, mezzanine equity and stockholders' equity

     

    $

    3,680,185

     

     

    $

    3,501,937

     

     

    THE BALDWIN INSURANCE GROUP, INC.

    Condensed Consolidated Statements of Cash Flows

    (Unaudited)

     

     

     

    For the Six Months

    Ended June 30,

    (in thousands)

     

     

    2024

     

     

     

    2023

     

    Cash flows from operating activities:

     

     

     

     

    Net income (loss)

     

    $

    8,233

     

     

    $

    (69,517

    )

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

     

     

     

     

    Depreciation and amortization

     

     

    52,497

     

     

     

    49,119

     

    Change in fair value of contingent consideration

     

     

    18,228

     

     

     

    41,151

     

    Share-based compensation expense

     

     

    28,815

     

     

     

    32,039

     

    Payment of contingent earnout consideration in excess of purchase price accrual

     

     

    (20,373

    )

     

     

    (6,140

    )

    Gain on divestitures

     

     

    (37,144

    )

     

     

    —

     

    Amortization of deferred financing costs

     

     

    2,997

     

     

     

    2,333

     

    Loss on extinguishment of debt

     

     

    1,034

     

     

     

    —

     

    (Gain) loss on interest rate caps

     

     

    160

     

     

     

    (329

    )

    Other loss

     

     

    346

     

     

     

    230

     

    Changes in operating assets and liabilities:

     

     

     

     

    Premiums, commissions and fees receivable, net

     

     

    (134,494

    )

     

     

    (61,866

    )

    Prepaid expenses and other current assets

     

     

    (5,327

    )

     

     

    (4,751

    )

    Right-of-use assets

     

     

    8,351

     

     

     

    3,544

     

    Accounts payable, accrued expenses and other current liabilities

     

     

    167,077

     

     

     

    51,647

     

    Operating lease liabilities

     

     

    (6,800

    )

     

     

    (2,032

    )

    Net cash provided by operating activities

     

     

    83,600

     

     

     

    35,428

     

    Cash flows from investing activities:

     

     

     

     

    Proceeds from divestitures, net of cash transferred

     

     

    56,415

     

     

     

    —

     

    Capital expenditures

     

     

    (18,704

    )

     

     

    (8,624

    )

    Investments in and loans for business ventures

     

     

    (3,341

    )

     

     

    (359

    )

    Proceeds from repayment of related party loans

     

     

    1,500

     

     

     

    —

     

    Cash consideration paid for asset acquisitions

     

     

    (268

    )

     

     

    (1,611

    )

    Net cash provided by (used in) investing activities

     

     

    35,602

     

     

     

    (10,594

    )

    Cash flows from financing activities:

     

     

     

     

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

     

     

    (59,969

    )

     

     

    (7,635

    )

    Proceeds from revolving line of credit

     

     

    95,000

     

     

     

    60,000

     

    Payments on revolving line of credit

     

     

    (436,000

    )

     

     

    (95,000

    )

    Proceeds from refinancing of long-term debt

     

     

    1,440,000

     

     

     

    —

     

    Payments relating to extinguishment and modification of long-term debt

     

     

    (996,177

    )

     

     

    —

     

    Payments on long-term debt

     

     

    (2,561

    )

     

     

    (4,254

    )

    Payments of deferred financing costs

     

     

    (17,242

    )

     

     

    —

     

    Proceeds from the settlement of interest rate caps

     

     

    2,300

     

     

     

    4,940

     

    Tax distributions to Baldwin Holdings LLC members

     

     

    (11,076

    )

     

     

    (361

    )

    Distributions to variable interest entities

     

     

    (264

    )

     

     

    (141

    )

    Proceeds from repayment of stockholder notes receivable

     

     

    —

     

     

     

    42

     

    Net cash provided by (used in) financing activities

     

     

    14,011

     

     

     

    (42,409

    )

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

     

     

    133,213

     

     

     

    (17,575

    )

    Cash and cash equivalents and restricted cash at beginning of period

     

     

    226,963

     

     

     

    230,471

     

    Cash and cash equivalents and restricted cash at end of period

     

    $

    360,176

     

     

    $

    212,896

     

    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 ("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 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, 2023 are excluded from organic revenue for 2023. However, after June 1, 2024, results from June 1, 2023 to December 31, 2023 for such Partners are compared to results from June 1, 2024 to December 31, 2024 for purposes of calculating organic revenue growth in 2024. 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 free cash flow because we hold fiduciary cash designated for our Insurance Company Partners on behalf of our Clients and incur substantial earnout liabilities in conjunction with our Partnership strategy. Free cash flow is calculated as net cash provided by (used in) operating activities excluding the impact of: (i) the change in premiums, commissions and fees receivable, net; (ii) the change in accounts payable, accrued expenses and other current liabilities; and (iii) the payment of contingent earnout consideration in excess of purchase price accrual. We believe that free cash flow is an important financial measure for use in evaluating financial performance because it measures our ability to generate additional cash from our business operations.

    Reconciliation of guidance regarding adjusted EBITDA, organic revenue growth, adjusted diluted EPS and free cash flow 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 (loss), which we consider to be the most directly comparable GAAP financial measure:

     

     

    For the Three Months

    Ended June 30,

     

    For the Six Months

    Ended June 30,

    (in thousands, except percentages)

     

     

    2024

     

     

     

    2023

     

     

     

    2024

     

     

     

    2023

     

    Revenues

     

    $

    339,840

     

     

    $

    297,191

     

     

    $

    720,207

     

     

    $

    627,637

     

     

     

     

     

     

     

     

     

     

    Net income (loss)

     

    $

    (30,867

    )

     

    $

    (43,663

    )

     

    $

    8,233

     

     

    $

    (69,517

    )

    Adjustments to net income (loss):

     

     

     

     

     

     

     

     

    Interest expense, net

     

     

    31,329

     

     

     

    29,136

     

     

     

    62,874

     

     

     

    57,020

     

    Amortization expense

     

     

    25,394

     

     

     

    23,159

     

     

     

    49,435

     

     

     

    46,322

     

    Gain on divestitures

     

     

    (628

    )

     

     

    —

     

     

     

    (37,144

    )

     

     

    —

     

    Share-based compensation

     

     

    14,721

     

     

     

    18,758

     

     

     

    28,815

     

     

     

    32,039

     

    Change in fair value of contingent consideration

     

     

    5,552

     

     

     

    16,393

     

     

     

    18,228

     

     

     

    41,151

     

    Loss on extinguishment and modification of debt

     

     

    14,679

     

     

     

    —

     

     

     

    14,679

     

     

     

    —

     

    Transaction-related Partnership and integration expenses

     

     

    2,091

     

     

     

    8,801

     

     

     

    6,995

     

     

     

    14,233

     

    Colleague earnout incentives

     

     

    2,796

     

     

     

    —

     

     

     

    6,379

     

     

     

    —

     

    Income and other taxes

     

     

    1,717

     

     

     

    665

     

     

     

    3,218

     

     

     

    743

     

    Depreciation expense

     

     

    1,557

     

     

     

    1,449

     

     

     

    3,062

     

     

     

    2,797

     

    Severance

     

     

    1,187

     

     

     

    2,331

     

     

     

    2,876

     

     

     

    2,498

     

    (Gain) loss on interest rate caps

     

     

    134

     

     

     

    (1,736

    )

     

     

    160

     

     

     

    (329

    )

    Other(1)

     

     

    5,226

     

     

     

    6,288

     

     

     

    8,764

     

     

     

    13,630

     

    Adjusted EBITDA

     

    $

    74,888

     

     

    $

    61,581

     

     

    $

    176,574

     

     

    $

    140,587

     

    Adjusted EBITDA margin

     

     

    22

    %

     

     

    21

    %

     

     

    25

    %

     

     

    22

    %

    __________

    (1)

    Other addbacks to adjusted EBITDA include certain 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 June 30,

    For the Six Months

    Ended June 30,

    (in thousands, except percentages)

     

     

    2024

     

     

     

    2023

     

     

     

    2024

     

     

     

    2023

     

    Commissions and fees

     

    $

    337,103

     

     

    $

    295,551

     

     

    $

    715,199

     

     

    $

    625,074

     

    Partnership commissions and fees(1)

     

     

    —

     

     

     

    (12,840

    )

     

     

    —

     

     

     

    (43,711

    )

    Organic revenue

     

    $

    337,103

     

     

    $

    282,711

     

     

    $

    715,199

     

     

    $

    581,363

     

    Organic revenue growth(2)

     

    $

    53,121

     

     

    $

    50,440

     

     

    $

    104,172

     

     

    $

    106,244

     

    Organic revenue growth %(2)

     

     

    19

    %

     

     

    22

    %

     

     

    17

    %

     

     

    22

    %

    __________

    (1)

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

    (2)

    Organic revenue for the three and six months ended June 30, 2023 used to calculate organic revenue growth for the three and six months ended June 30, 2024 was $284.0 million and $611.0 million, respectively, which is adjusted to exclude commissions and fees from divestitures.

    Adjusted Net Income and Adjusted Diluted EPS

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

     

     

    For the Three Months

    Ended June 30,

     

    For the Six Months

    Ended June 30,

    (in thousands, except per share data)

     

     

    2024

     

     

     

    2023

     

     

     

    2024

     

     

     

    2023

     

    Net income (loss) attributable to Baldwin

     

    $

    (17,557

    )

     

    $

    (23,897

    )

     

    $

    4,021

     

     

    $

    (38,029

    )

    Net income (loss) attributable to noncontrolling interests

     

     

    (13,310

    )

     

     

    (19,766

    )

     

     

    4,212

     

     

     

    (31,488

    )

    Amortization expense

     

     

    25,394

     

     

     

    23,159

     

     

     

    49,435

     

     

     

    46,322

     

    Gain on divestitures

     

     

    (628

    )

     

     

    —

     

     

     

    (37,144

    )

     

     

    —

     

    Share-based compensation

     

     

    14,721

     

     

     

    18,758

     

     

     

    28,815

     

     

     

    32,039

     

    Change in fair value of contingent consideration

     

     

    5,552

     

     

     

    16,393

     

     

     

    18,228

     

     

     

    41,151

     

    Loss on extinguishment and modification of debt

     

     

    14,679

     

     

     

    —

     

     

     

    14,679

     

     

     

    —

     

    Transaction-related Partnership and integration expenses

     

     

    2,091

     

     

     

    8,801

     

     

     

    6,995

     

     

     

    14,233

     

    Colleague earnout incentives

     

     

    2,796

     

     

     

    —

     

     

     

    6,379

     

     

     

    —

     

    Depreciation

     

     

    1,557

     

     

     

    1,449

     

     

     

    3,062

     

     

     

    2,797

     

    Amortization of deferred financing costs

     

     

    1,445

     

     

     

    1,094

     

     

     

    2,997

     

     

     

    2,333

     

    Severance

     

     

    1,187

     

     

     

    2,331

     

     

     

    2,876

     

     

     

    2,498

     

    Loss on interest rate caps, net of cash settlements

     

     

    134

     

     

     

    929

     

     

     

    2,460

     

     

     

    4,611

     

    Income tax expense

     

     

    1,484

     

     

     

    —

     

     

     

    2,151

     

     

     

    —

     

    Other(1)

     

     

    5,226

     

     

     

    6,288

     

     

     

    8,764

     

     

     

    13,630

     

    Adjusted pre-tax income

     

     

    44,771

     

     

     

    35,539

     

     

     

    117,930

     

     

     

    90,097

     

    Adjusted income taxes(2)

     

     

    4,432

     

     

     

    3,519

     

     

     

    11,675

     

     

     

    8,920

     

    Adjusted net income

     

    $

    40,339

     

     

    $

    32,020

     

     

    $

    106,255

     

     

    $

    81,177

     

     

     

     

     

     

     

     

     

     

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

     

     

    63,125

     

     

     

    60,093

     

     

     

    66,190

     

     

     

    59,406

     

    Dilutive weighted-average shares of Class A common stock

     

     

    3,868

     

     

     

    4,119

     

     

     

    —

     

     

     

    3,925

     

    Exchange of Class B common stock(3)

     

     

    51,227

     

     

     

    53,159

     

     

     

    51,610

     

     

     

    53,624

     

    Adjusted diluted weighted-average shares outstanding

     

     

    118,220

     

     

     

    117,371

     

     

     

    117,800

     

     

     

    116,955

     

     

     

     

     

     

     

     

     

     

    Adjusted diluted EPS

     

    $

    0.34

     

     

    $

    0.27

     

     

    $

    0.90

     

     

    $

    0.69

     

     

     

     

     

     

     

     

     

     

    Diluted earnings (loss) per share

     

    $

    (0.28

    )

     

    $

    (0.40

    )

     

    $

    0.06

     

     

    $

    (0.64

    )

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

     

     

    0.02

     

     

     

    0.03

     

     

     

    0.01

     

     

     

    0.05

     

    Other adjustments to earnings (loss) per share

     

     

    0.64

     

     

     

    0.67

     

     

     

    0.93

     

     

     

    1.36

     

    Adjusted income taxes per share

     

     

    (0.04

    )

     

     

    (0.03

    )

     

     

    (0.10

    )

     

     

    (0.08

    )

    Adjusted diluted EPS

     

    $

    0.34

     

     

    $

    0.27

     

     

    $

    0.90

     

     

    $

    0.69

     

    ___________

    (1)

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

    (2)

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

    (3)

    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 ("Free Cash Flow")

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

     

     

    For the Six Months

    Ended June 30,

    (in thousands)

     

     

    2024

     

     

     

    2023

     

    Net cash provided by operating activities

     

    $

    83,600

     

     

    $

    35,428

     

    Adjustments to net cash provided by operating activities:

     

     

     

     

    Change in premiums, commissions and fees receivable, net

     

     

    134,494

     

     

     

    61,866

     

    Change in accounts payable, accrued expenses and other current liabilities

     

     

    (167,077

    )

     

     

    (51,647

    )

    Payment of contingent earnout consideration in excess of purchase price accrual

     

     

    20,373

     

     

     

    6,140

     

    Free cash flow(1)

     

    $

    71,390

     

     

    $

    51,787

     

    ___________

    (1)

    Without the impact of one-time, third-party refinancing costs of $13.6 million incurred during the second quarter of 2024, free cash flow would have expanded 64% year-over-year to $85.0 million for the six months ended June 30, 2024.

    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/20240806930031/en/

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      The Baldwin Group, the brand name for The Baldwin Insurance Group, Inc. ("Baldwin" or the "Company") (NASDAQ:BWIN), announced today that it will report its first quarter 2025 financial results after the market closes on Tuesday, May 6, 2025. The Company will hold a conference call to discuss results at 5:00 PM ET on that day. 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 live webcast of the conference call will also be available on Baldwin's investor relations website at ir.baldwin.com. A webcast replay of the call will be available at ir.baldwin.com for one

      4/1/25 4:05:00 PM ET
      $BWIN
      Specialty Insurers
      Finance
    • The Baldwin Group Announces Fourth Quarter and Full Year 2024 Results

      - Fourth Quarter 2024 Total Revenue Growth of 16%; Organic Revenue Growth(1) of 19% - - Full Year 2024 Total Revenue Growth of 14%; Organic Revenue Growth of 17% - - Fourth Quarter 2024 Net Loss of $34.8 Million and Diluted Loss Per Share of $0.31; Adjusted Diluted EPS(2) Growth of 93% to $0.27 - - Fourth Quarter 2024 Adjusted EBITDA(3) Growth of 38% and Pro Forma Adjusted EBITDA(4) Growth of 42% Year-Over-Year to $63.2 Million; Adjusted EBITDA Margin(3) of 19%, a 310 Basis Point Expansion Compared to the Prior-Year Period - - Full Year 2024 Adjusted EBITDA Margin of 22.5%, a 200 Basis Point Expansion Compared to 2023 - The Baldwin Group, the brand name for The Baldwin Insurance G

      2/25/25 4:05:00 PM ET
      $BWIN
      Specialty Insurers
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    $BWIN
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

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    • Officer Roche James Morgan sold $286,251 worth of shares (7,142 units at $40.08), decreasing direct ownership by 8% to 79,686 units (SEC Form 4)

      4 - Baldwin Insurance Group, Inc. (0001781755) (Issuer)

      6/6/25 4:36:19 PM ET
      $BWIN
      Specialty Insurers
      Finance
    • General Counsel Cohen Seth Bala sold $177,952 worth of shares (4,496 units at $39.58), decreasing direct ownership by 25% to 13,240 units (SEC Form 4)

      4 - Baldwin Insurance Group, Inc. (0001781755) (Issuer)

      6/5/25 9:08:42 PM ET
      $BWIN
      Specialty Insurers
      Finance
    • Director Baldwin Lowry converted options into 62,500 shares and sold $2,395,000 worth of shares (62,500 units at $38.32) (SEC Form 4)

      4 - Baldwin Insurance Group, Inc. (0001781755) (Issuer)

      5/30/25 5:14:29 PM ET
      $BWIN
      Specialty Insurers
      Finance

    $BWIN
    SEC Filings

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    • The Baldwin Insurance Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

      8-K - Baldwin Insurance Group, Inc. (0001781755) (Filer)

      6/6/25 4:06:40 PM ET
      $BWIN
      Specialty Insurers
      Finance
    • SEC Form D filed by The Baldwin Insurance Group Inc.

      D - Baldwin Insurance Group, Inc. (0001781755) (Filer)

      5/14/25 4:04:37 PM ET
      $BWIN
      Specialty Insurers
      Finance
    • SEC Form 10-Q filed by The Baldwin Insurance Group Inc.

      10-Q - Baldwin Insurance Group, Inc. (0001781755) (Filer)

      5/6/25 4:55:24 PM ET
      $BWIN
      Specialty Insurers
      Finance