- Total Revenue Growth of 11% to $338.9
Million; Organic Revenue Growth(1) of 14% -
- Net Loss of $14.5 Million and Diluted Loss
Per Share of $0.13; Adjusted Diluted EPS(2) Growth of 14% to $0.33
-
- Adjusted EBITDA(3) Growth of 14% and Pro
Forma Adjusted EBITDA(4) Growth of 18% Year-Over-Year to $72.8
Million and Adjusted EBITDA Margin(3) of 21%; 60 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 third quarter ended
September 30, 2024.
THIRD QUARTER 2024 HIGHLIGHTS
- Total revenue increased 11% year-over-year to $338.9
million
- Organic revenue growth of 14% year-over-year
- GAAP net loss of $14.5 million and GAAP diluted loss per share
of $0.13
- Adjusted net income(2) of $38.5 million
- Adjusted diluted EPS grew 14% year-over-year to $0.33
- Adjusted EBITDA grew 14% year-over-year to $72.8 million
- Adjusted EBITDA margin of 21.5%, a 60 basis point expansion
compared to 20.9% in the prior-year period
- Pro forma adjusted EBITDA grew 18% year-over-year to $72.8
million
“We delivered another strong quarter highlighting the resiliency
of our business model in what has been an outstanding year for The
Baldwin Group,” said Trevor Baldwin, Chief Executive Officer of The
Baldwin Group. “We once again generated industry-leading
double-digit organic growth and continued to expand our adjusted
EBITDA margin and adjusted free cash flow, driven by a relentless
focus on operational effectiveness and efficiency. Our team’s
fantastic execution over the past couple years, along with our
considerably stronger financial profile, has positioned us
exceedingly well for sustained long-term growth and margin
expansion.”
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2024, cash and cash equivalents were $181.8
million and the Company had $600.0 million of borrowing capacity
under its revolving credit facility.
NINE MONTHS 2024 RESULTS
- Revenue increased 13% year-over-year to $1.1 billion
- Organic revenue growth of 16% year-over-year
- GAAP net loss of $6.2 million and GAAP diluted loss per share
of $0.07
- Adjusted net income of $144.8 million
- Adjusted diluted EPS grew 26% year-over-year to $1.23
- Adjusted EBITDA grew 22% year-over-year to $249.3 million
- Adjusted EBITDA margin of 23.5%, a 160 basis point expansion
compared to 21.9% in the prior-year period
- Pro forma adjusted EBITDA grew 24% year-over-year to $247.7
million
- Net cash provided by operating activities of $85.7 million
- Adjusted free cash flow(5) grew 31% year-over-year to $99.2
million
WEBCAST AND CONFERENCE CALL INFORMATION
Baldwin will host a webcast and conference call to discuss third
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 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 nine months ended
September 30, 2023 used to calculate organic revenue growth for the
three and nine months ended September 30, 2024 was $294.5 million
and $905.6 million, respectively, which is adjusted to exclude
commissions and fees from divestitures that occurred during 2024.
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 loss
attributable to Baldwin and reconciliation of adjusted diluted EPS
to diluted 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 loss, the most directly comparable GAAP financial
measure, is set forth in the reconciliation table accompanying this
release.
(4) Pro Forma Adjusted EBITDA is a non-GAAP measure.
Reconciliation of Pro Forma Adjusted EBITDA to net loss, the most
directly comparable GAAP financial measure, is set forth in the
reconciliation table accompanying this release.
(5) Adjusted free cash flow is a non-GAAP measure.
Reconciliation of adjusted 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 Loss
(Unaudited)
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
(in thousands, except share and per
share data)
2024
2023
2024
2023
Revenues:
Commissions and fees
$
335,210
$
304,232
$
1,050,409
$
929,306
Investment income
3,728
2,038
8,736
4,601
Total revenues
338,938
306,270
1,059,145
933,907
Operating expenses:
Commissions, employee compensation and
benefits
247,189
220,469
753,596
676,659
Other operating expenses
48,839
47,165
141,198
141,254
Amortization expense
26,899
23,183
76,334
69,505
Change in fair value of contingent
consideration
(952
)
13,914
17,276
55,065
Depreciation expense
1,557
1,453
4,619
4,250
Total operating expenses
323,532
306,184
993,023
946,733
Operating income (loss)
15,406
86
66,122
(12,826
)
Other income (expense):
Interest expense, net
(31,329
)
(30,580
)
(94,203
)
(87,600
)
Gain on divestitures
1,809
—
38,953
—
Loss on extinguishment and modification of
debt
(389
)
—
(15,068
)
—
Other income (expense), net
28
(1,351
)
105
(193
)
Total other expense, net
(29,881
)
(31,931
)
(70,213
)
(87,793
)
Loss before income taxes
(14,475
)
(31,845
)
(4,091
)
(100,619
)
Income tax expense
—
161
2,151
904
Net loss
(14,475
)
(32,006
)
(6,242
)
(101,523
)
Less: net loss attributable to
noncontrolling interests
(6,098
)
(14,377
)
(1,886
)
(45,865
)
Net loss attributable to Baldwin
$
(8,377
)
$
(17,629
)
$
(4,356
)
$
(55,658
)
Comprehensive loss
$
(14,475
)
$
(32,006
)
$
(6,242
)
$
(101,523
)
Comprehensive loss attributable to
noncontrolling interests
(6,098
)
(14,377
)
(1,886
)
(45,865
)
Comprehensive loss attributable to
Baldwin
(8,377
)
(17,629
)
(4,356
)
(55,658
)
Basic and diluted loss per share
$
(0.13
)
$
(0.29
)
$
(0.07
)
$
(0.93
)
Basic and diluted weighted-average shares
of Class A common stock outstanding
64,011,515
60,549,080
63,001,125
59,791,435
THE BALDWIN INSURANCE GROUP,
INC.
Condensed Consolidated Balance
Sheets
(Unaudited)
(in thousands, except share and per
share data)
September 30, 2024
December 31, 2023
Assets
Current assets:
Cash and cash equivalents
$
181,759
$
116,209
Restricted cash
162,957
104,824
Premiums, commissions and fees receivable,
net
656,111
627,791
Prepaid expenses and other current
assets
13,454
12,730
Assets held for sale
—
64,351
Total current assets
1,014,281
925,905
Property and equipment, net
21,263
22,713
Right-of-use assets
74,960
85,473
Other assets
47,356
38,134
Intangible assets, net
968,811
1,017,343
Goodwill
1,412,369
1,412,369
Total assets
$
3,539,040
$
3,501,937
Liabilities, Mezzanine Equity
and Stockholders’ Equity
Current liabilities:
Premiums payable to insurance
companies
$
589,157
$
555,569
Producer commissions payable
71,179
64,304
Accrued expenses and other current
liabilities
164,302
152,954
Related party notes payable
5,635
1,525
Current portion of contingent earnout
liabilities
201,281
215,157
Liabilities held for sale
—
43,931
Total current liabilities
1,031,554
1,033,440
Revolving line of credit
—
341,000
Long-term debt, less current portion
1,399,010
968,183
Contingent earnout liabilities, less
current portion
2,509
61,310
Operating lease liabilities, less current
portion
69,235
78,999
Other liabilities
123
123
Total liabilities
2,502,431
2,483,055
Commitments and contingencies
Mezzanine equity:
Redeemable noncontrolling interest
375
394
Stockholders’ equity:
Class A common stock, par value $0.01 per
share, 300,000,000 shares authorized; 67,536,347 and 64,133,950
shares issued and outstanding at September 30, 2024 and December
31, 2023, respectively
675
641
Class B common stock, par value $0.0001
per share, 100,000,000 shares authorized; 50,013,563 and 52,422,494
shares issued and outstanding at September 30, 2024 and December
31, 2023, respectively
5
5
Additional paid-in capital
785,931
746,671
Accumulated deficit
(191,261
)
(186,905
)
Total stockholders’ equity attributable to
Baldwin
595,350
560,412
Noncontrolling interest
440,884
458,076
Total stockholders’ equity
1,036,234
1,018,488
Total liabilities, mezzanine equity and
stockholders’ equity
$
3,539,040
$
3,501,937
THE BALDWIN INSURANCE GROUP,
INC.
Condensed Consolidated
Statements of Cash Flows
(Unaudited)
For the Nine Months
Ended September 30,
(in thousands)
2024
2023
Cash flows from operating activities:
Net loss
$
(6,242
)
$
(101,523
)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation and amortization
80,953
73,755
Change in fair value of contingent
consideration
17,276
55,065
Share-based compensation expense
46,764
46,637
Payment of contingent earnout
consideration in excess of purchase price accrual
(21,145
)
(22,639
)
Gain on divestitures
(38,953
)
—
Amortization of deferred financing
costs
4,419
3,577
Loss on extinguishment of debt
1,034
—
Loss on interest rate caps
244
489
Other loss
346
797
Changes in operating assets and
liabilities:
Premiums, commissions and fees receivable,
net
(27,777
)
(63,367
)
Prepaid expenses and other current
assets
(7,980
)
(6,294
)
Right-of-use assets
12,562
7,671
Accounts payable, accrued expenses and
other current liabilities
35,395
32,793
Operating lease liabilities
(11,188
)
(4,162
)
Net cash provided by operating
activities
85,708
22,799
Cash flows from investing activities:
Proceeds from divestitures, net of cash
transferred
56,977
—
Capital expenditures
(28,897
)
(14,157
)
Investments in and loans for business
ventures
(3,703
)
(673
)
Proceeds from repayment of related party
loans
1,500
—
Cash consideration paid for asset
acquisitions
(268
)
(2,118
)
Net cash provided by (used in) investing
activities
25,609
(16,948
)
Cash flows from financing activities:
Payment of contingent earnout
consideration up to amount of purchase price accrual
(64,698
)
(26,808
)
Proceeds from revolving line of credit
95,000
88,000
Payments on revolving line of credit
(436,000
)
(269,000
)
Proceeds from refinancing of long-term
debt
1,440,000
170,000
Payments relating to extinguishment and
modification of long-term debt
(996,177
)
—
Payments on long-term debt
(4,661
)
(6,815
)
Payments of deferred financing costs
(17,988
)
(4,447
)
Proceeds from the settlement of interest
rate caps
2,300
7,893
Tax distributions to Baldwin Holdings LLC
members
(11,076
)
(408
)
Distributions to variable interest
entities
(264
)
(385
)
Proceeds from repayment of stockholder
notes receivable
—
42
Net cash provided by (used in) financing
activities
6,436
(41,928
)
Net increase (decrease) in cash and cash
equivalents and restricted cash
117,753
(36,077
)
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
$
344,716
$
194,394
NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA, adjusted EBITDA margin, organic revenue,
organic revenue growth, adjusted net income, adjusted diluted
earnings per share (“EPS”), pro forma revenue, pro forma adjusted
EBITDA, pro forma adjusted EBITDA margin 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), revenues
(for pro forma revenue), net income (loss) (for adjusted EBITDA,
adjusted EBITDA margin, pro forma adjusted EBITDA and pro forma
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, 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.
The pro forma information presented herein removes the effects
of 2024 divestitures for all periods in 2024 and 2023 as if the
divestitures had occurred on January 1, 2024 and January 1, 2023,
respectively. Pro forma revenue reflects GAAP revenues less revenue
derived from business divestitures that occurred during 2024.
Pro forma net income (loss) reflects GAAP net income (loss) less
net income derived from business divestitures that occurred during
2024, including the gain on divestitures. We define Pro forma
adjusted EBITDA as pro forma 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 costs, including those related to raising capital,
after removing the effect of divestitures that occurred during
2024. We believe that pro forma adjusted EBITDA is an appropriate
measure of operating performance because it eliminates the impact
of income and expenses that do not relate to ongoing business
performance, and that the presentation of this measure enhances an
investor’s understanding of our financial performance.
Pro forma adjusted EBITDA margin is pro forma adjusted EBITDA
divided by pro forma revenue. Pro forma adjusted EBITDA margin is a
key metric used by management and our board of directors to assess
our ongoing business financial performance. We believe that pro
forma adjusted EBITDA margin is an appropriate measure of operating
performance because it eliminates the impact of expenses that do
not relate to ongoing business performance, and that the
presentation of this measure enhances an investor’s understanding
of our financial performance. We believe that pro forma adjusted
EBITDA margin is helpful in measuring profitability of operations
on a consolidated level.
We calculate adjusted 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. Adjusted 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 adjusted 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 adjusted 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 loss, which we consider to be the most
directly comparable GAAP financial measure:
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
(in thousands, except
percentages)
2024
2023
2024
2023
Revenues
$
338,938
$
306,270
$
1,059,145
$
933,907
Net loss
$
(14,475
)
$
(32,006
)
$
(6,242
)
$
(101,523
)
Adjustments to net loss:
Interest expense, net
31,329
30,580
94,203
87,600
Amortization expense
26,899
23,183
76,334
69,505
Share-based compensation
17,949
14,598
46,764
46,637
Gain on divestitures
(1,809
)
—
(38,953
)
—
Change in fair value of contingent
consideration
(952
)
13,914
17,276
55,065
Loss on extinguishment and modification of
debt
389
—
15,068
—
Colleague earnout incentives
4,327
—
10,706
—
Transaction-related Partnership and
integration expenses
2,047
3,774
9,042
18,007
Depreciation expense
1,557
1,453
4,619
4,250
Severance
678
875
3,554
3,373
Income and other taxes
82
161
3,300
904
Loss on interest rate caps
84
818
244
489
Other(1)
4,646
6,659
13,410
20,289
Adjusted EBITDA
$
72,751
$
64,009
$
249,325
$
204,596
Adjusted EBITDA margin
21
%
21
%
24
%
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 September 30,
For the Nine Months
Ended September 30,
(in thousands, except
percentages)
2024
2023
2024
2023
Commissions and fees
$
335,210
$
304,232
$
1,050,409
$
929,306
Partnership commissions and fees(1)
—
(985
)
—
(44,696
)
Organic revenue
$
335,210
$
303,247
$
1,050,409
$
884,610
Organic revenue growth(2)
$
40,672
$
47,523
$
144,844
$
150,471
Organic revenue growth %(2)
14
%
19
%
16
%
20
%
(1) Includes the first twelve months of such commissions and
fees generated from newly acquired Partners.
(2) Organic revenue for the three and nine months ended
September 30, 2023 used to calculate organic revenue growth for the
three and nine months ended September 30, 2024 was $294.5 million
and $905.6 million, respectively, which is adjusted to exclude
commissions and fees from divestitures that occurred during
2024.
Adjusted Net Income and Adjusted Diluted EPS
The following table reconciles adjusted net income to net loss
attributable to Baldwin and reconciles adjusted diluted EPS to
diluted loss per share, which we consider to be the most directly
comparable GAAP financial measures:
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
(in thousands, except per share
data)
2024
2023
2024
2023
Net loss attributable to Baldwin
$
(8,377
)
$
(17,629
)
$
(4,356
)
$
(55,658
)
Net loss attributable to noncontrolling
interests
(6,098
)
(14,377
)
(1,886
)
(45,865
)
Amortization expense
26,899
23,183
76,334
69,505
Share-based compensation
17,949
14,598
46,764
46,637
Gain on divestitures
(1,809
)
—
(38,953
)
—
Change in fair value of contingent
consideration
(952
)
13,914
17,276
55,065
Loss on extinguishment and modification of
debt
389
—
15,068
—
Colleague earnout incentives
4,327
—
10,706
—
Transaction-related Partnership and
integration expenses
2,047
3,774
9,042
18,007
Depreciation
1,557
1,453
4,619
4,250
Amortization of deferred financing
costs
1,422
1,244
4,419
3,577
Severance
678
875
3,554
3,373
Loss on interest rate caps, net of cash
settlements
84
3,771
2,544
8,382
Income tax expense
—
—
2,151
—
Other(1)
4,646
6,659
13,410
20,289
Adjusted pre-tax income
42,762
37,465
160,692
127,562
Adjusted income taxes(2)
4,234
3,709
15,909
12,629
Adjusted net income
$
38,528
$
33,756
$
144,783
$
114,933
Weighted-average shares of Class A common
stock outstanding - diluted
64,012
60,549
63,001
59,791
Dilutive weighted-average shares of Class
A common stock
4,014
3,941
3,570
3,931
Exchange of Class B common stock(3)
50,490
52,862
51,234
53,367
Adjusted diluted weighted-average shares
outstanding
118,516
117,352
117,805
117,089
Adjusted diluted EPS
$
0.33
$
0.29
$
1.23
$
0.98
Diluted loss per share
$
(0.13
)
$
(0.29
)
$
(0.07
)
$
(0.93
)
Effect of exchange of Class B common stock
and net loss attributable to noncontrolling interests per share
0.01
0.02
0.02
0.06
Other adjustments to loss per share
0.49
0.59
1.42
1.96
Adjusted income taxes per share
(0.04
)
(0.03
)
(0.14
)
(0.11
)
Adjusted diluted EPS
$
0.33
$
0.29
$
1.23
$
0.98
(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.
Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA
Margin
The following table reconciles pro forma revenue to revenues and
reconciles pro forma adjusted EBITDA and pro forma adjusted EBITDA
margin to net loss, which we consider to be the most directly
comparable GAAP financial measures:
For the Three Months
Ended September 30,
For the Nine Months
Ended September 30,
(in thousands, except
percentages)
2024
2023
2024
2023
Revenues
$
338,938
$
306,270
$
1,059,145
$
933,907
Less revenue from 2024 divestitures(1)
—
(9,823
)
(6,260
)
(27,130
)
Pro forma revenue
$
338,938
$
296,447
$
1,052,885
$
906,777
Net loss
$
(14,475
)
$
(32,006
)
$
(6,242
)
$
(101,523
)
Less net income from 2024
divestitures(2)
(1,809
)
(1,798
)
(39,264
)
(3,194
)
Pro forma net loss
(16,284
)
(33,804
)
(45,506
)
(104,717
)
Adjustments to pro forma net loss:
Interest expense, net
31,329
30,580
94,203
87,600
Amortization expense
26,899
22,705
76,334
68,077
Share-based compensation
17,949
14,598
46,764
46,637
Change in fair value of contingent
consideration
(952
)
13,914
17,276
55,043
Loss on extinguishment and modification of
debt
389
—
15,068
—
Colleague earnout incentives
4,327
—
10,706
—
Transaction-related Partnership and
integration expenses
2,047
3,774
7,992
18,007
Depreciation expense
1,557
1,441
4,619
4,214
Severance
678
814
3,527
3,130
Income and other taxes
82
161
3,300
904
Loss on interest rate caps
84
818
244
489
Other(3)
4,646
6,657
13,201
20,283
Pro forma adjusted EBITDA
$
72,751
$
61,658
$
247,728
$
199,667
Pro forma adjusted EBITDA margin
21
%
21
%
24
%
22
%
(1) The adjustments exclude revenue from 2024 divestitures for
all periods in 2024 and 2023 as if the divestitures had occurred on
January 1, 2024 and January 1, 2023, respectively.
(2) The adjustments exclude net income from 2024 divestitures,
including the gain on divestitures, for all periods in 2024 and
2023 as if the divestitures had occurred on January 1, 2024 and
January 1, 2023, respectively.
(3) Other addbacks to pro forma 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.
Adjusted Net Cash Provided by Operating Activities (“Adjusted
Free Cash Flow”)
The following table reconciles adjusted free cash flow to net
cash provided by operating activities, which we consider to be the
most directly comparable GAAP financial measure:
For the Nine Months
Ended September 30,
(in thousands)
2024
2023
Net cash provided by operating
activities
$
85,708
$
22,799
Adjustments to net cash provided by
operating activities:
Change in premiums, commissions and fees
receivable, net
27,777
63,367
Change in accounts payable, accrued
expenses and other current liabilities
(35,395
)
(32,793
)
Payment of contingent earnout
consideration in excess of purchase price accrual
21,145
22,639
Adjusted free cash flow(1)
$
99,235
$
76,012
(1) Without the impact of one-time, third-party refinancing
costs of $14.0 million incurred during 2024, adjusted free cash
flow would have expanded 49% year-over-year to $113.3 million for
the nine months ended September 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/20241104793983/en/
MEDIA RELATIONS Anna Rozenich, Senior Director,
Enterprise Communications The Baldwin Group 630.561.5907 |
anna.rozenich@baldwin.com INVESTOR RELATIONS Bonnie Bishop,
Executive Director, Investor Relations The Baldwin Group
813.259.8032 | IR@baldwin.com
Baldwin Insurance (NASDAQ:BWIN)
過去 株価チャート
から 10 2024 まで 11 2024
Baldwin Insurance (NASDAQ:BWIN)
過去 株価チャート
から 11 2023 まで 11 2024
