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The Baldwin Group Announces First Quarter 2025 Results

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

 

Contacts

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