XML 32 R21.htm IDEA: XBRL DOCUMENT v3.25.2
Segment Information (Notes)
6 Months Ended
Jun. 30, 2025
Segment Reporting [Abstract]  
Segment Information Segment Information
Baldwin’s business is divided into three operating groups: Insurance Advisory Solutions, Underwriting, Capacity & Technology Solutions and Mainstreet Insurance Solutions.
The Insurance Advisory Solutions (“IAS”) operating group provides expertly-designed commercial risk management, employee benefits and private risk management solutions for businesses and high-net-worth individuals, as well as their families, through its national footprint, which has assimilated some of the highest quality independent insurance brokers in the country with vast and varied strategic capabilities and expertise.
The Underwriting, Capacity & Technology Solutions (“UCTS”) operating group consists of three distinct divisions—its MGA platform, MSI; its Capacity Solutions group (which consists of its reinsurance brokerage business, Juniper Re; its reinsurance MGA business, MultiStrat; and its captive management business); and the Captive. Through MSI, the Company manufactures proprietary, technology-enabled insurance products that are then distributed (in many instances via technology and/or API integrations) internally via risk advisors across its other operating groups and externally via select distribution partners, with a focus on sheltered channels where its products deliver speed, ease of use and certainty of execution, an example of which is the national embedded renters insurance product sold at point of lease via integrations with property management software providers. UCTS’ Wholesale Business was sold in the first quarter of 2024, and its operations are included in UCTS’ results through February 29, 2024.
The Mainstreet Insurance Solutions (“MIS”) operating group offers personal insurance, commercial insurance and life and health solutions to individuals and businesses in their communities, with a focus on accessing clients via sheltered distribution channels, which include, but are not limited to, new home builders, realtors, mortgage originators/lenders, master planned communities, and various other community centers of influence. The MIS operating group also offers consultation for government assistance programs and solutions, including traditional Medicare, Medicare Advantage and Affordable Care Act, to seniors and eligible individuals through a network of primarily independent contractor agents.
In all its operating groups, the Company generates commissions from insurance placement under both agency bill and direct bill arrangements, and profit-sharing income based on either the underlying book of business or performance, such as loss ratios. All operating groups also generate other ancillary income.
In the IAS and UCTS operating groups, the Company generates fees from service fee and consulting arrangements. Service fee arrangements are in place with certain clients for providing insurance placement services.
In the UCTS operating group, the Company generates fees from policy fee and installment fee arrangements. Policy fee revenue is earned for acting in the capacity of an MGA and providing payment processing services and other administrative functions on behalf of insurance or reinsurance company partners. Additionally, the UCTS operating group generates assumed premium earned through the Captive business.
In the MIS operating group, the Company generates commissions and fees from marketing income, which is earned through co-branded Medicare marketing campaigns with the Company’s insurance company partners.
In addition, the Company generates investment income in all of its operating groups and the Corporate and Other non-reportable segment.
The Company’s chief operating decision maker, the chief executive officer, evaluates the performance of the Company’s operating groups based on net income (loss) and adjusted EBITDA. The chief operating decision maker considers actual, actual-to-prior year variances, and budget-to-actual variances on a monthly basis for both profit measures to manage resources and make decisions about the business. However, only operating group net income (loss), as the measure of segment profit or loss that is most consistent with GAAP measurement principles, is disclosed below.
Summarized financial information regarding the Company’s operating groups is shown in the following tables. Corporate and Other includes any expenses not allocated to the operating groups and corporate-related items, including interest expense. Intersegment revenue and expenses are eliminated through Corporate and Other. Service center expenses and other overhead are allocated to the Company’s operating groups based on either revenue or headcount as applicable to each expense.
For the Three Months Ended June 30, 2025
(in thousands)Insurance Advisory SolutionsUnderwriting, Capacity &
Technology Solutions
Mainstreet Insurance Solutions Corporate
and Other
 Total
Revenues:
Commission revenue(1)(2)
$139,680 $117,060 $61,309 $(18,806)$299,243 
Profit-sharing revenue14,003 2,038 3,919 — 19,960 
Consulting and service fee revenue25,993 1,382 — — 27,375 
Policy fee and installment fee revenue— 19,684 — — 19,684 
Assumed premium earned— 5,488 — — 5,488 
Other income2,677 723 1,280 (181)4,499 
Investment income912 1,135 56 459 2,562 
Total revenues183,265 147,510 66,564 (18,528)378,811 
Expenses:
Inside advisor commissions41,031 180 7,920 — 49,131 
Fixed compensation54,340 16,016 9,995 2,801 83,152 
Benefits and other23,793 10,022 6,241 3,072 43,128 
Share-based compensation5,904 3,397 1,655 5,996 16,952 
Severance732 723 39 124 1,618 
Colleague earnout incentives1,490 — — — 1,490 
Colleague compensation and benefits127,290 30,338 25,850 11,993 195,471 
Outside commissions(2)
2,800 70,716 19,057 (18,987)73,586 
Selling expense6,424 1,591 3,828 2,206 14,049 
Operating expense14,420 13,976 5,828 6,930 41,154 
Administrative expense13,885 5,339 7,744 32,920 59,888 
All other expenses, net(3)
668 (1,565)34 667 (196)
Total expense165,487 120,395 62,341 35,729 383,952 
Net income (loss)$17,778 $27,115 $4,223 $(54,257)$(5,141)
Other segment disclosures:
Change in fair value of contingent consideration$(468)$(1,554)$65 $— $(1,957)
Depreciation and amortization expense13,519 5,102 7,583 1,448 27,652 
Interest (income) expense, net(1)110 24 31,187 31,320 
Gain (loss) on divestitures500 — — (1,611)(1,111)
__________
(1)    During the three months ended June 30, 2025, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $70.8 million, $2.6 million and $60.7 million, respectively, and agency bill revenue of $68.8 million, $114.4 million and $0.6 million, respectively.
(2)    During the three months ended June 30, 2025, the IAS operating group recorded commission revenue shared with other operating groups of $0.2 million and the UCTS operating group recorded commission revenue shared with other operating groups of $18.8 million. Commission revenue shared with other operating groups, and the related outside commissions, are eliminated through Corporate and Other.
(3)    All other expenses, net include change in fair value of contingent consideration, gain (loss) on divestitures, other income (expense), net and income tax expense.
For the Three Months Ended June 30, 2024
(in thousands)Insurance Advisory SolutionsUnderwriting, Capacity &
Technology Solutions
Mainstreet Insurance SolutionsCorporate
and Other
Total
Revenues:
Commission revenue(1)(2)
$132,908 $102,023 $63,859 $(18,385)$280,405 
Profit-sharing revenue16,171 3,258 2,856 — 22,285 
Consulting and service fee revenue16,903 1,718 — — 18,621 
Policy fee and installment fee revenue— 14,642 — — 14,642 
Other income787 14 349 — 1,150 
Investment income1,358 830 — 549 2,737 
Total revenues168,127 122,485 67,064 (17,836)339,840 
Expenses:
Inside advisor commissions39,040 255 7,339 — 46,634 
Fixed compensation50,630 12,498 9,780 692 73,600 
Benefits and other20,849 7,776 5,616 2,480 36,721 
Share-based compensation4,718 2,517 2,338 5,148 14,721 
Severance792 121 149 125 1,187 
Colleague earnout incentives2,796 — — — 2,796 
Colleague compensation and benefits118,825 23,167 25,222 8,445 175,659 
Outside commissions(2)
2,530 65,065 19,446 (18,385)68,656 
Selling expense6,101 1,180 3,496 1,770 12,547 
Operating expense12,804 10,042 4,927 5,298 33,071 
Administrative expense16,671 3,146 6,636 47,364 73,817 
All other expenses, net(3)
2,236 2,891 218 1,612 6,957 
Total expense159,167 105,491 59,945 46,104 370,707 
Net income (loss)$8,960 $16,994 $7,119 $(63,940)$(30,867)
Other segment disclosures:
Change in fair value of contingent consideration$3,815 $1,525 $212 $— $5,552 
Depreciation and amortization expense16,318 3,121 6,496 1,016 26,951 
Interest (income) expense, net(1)— 12 31,318 31,329 
Gain (loss) on divestitures1,967 (1,339)— — 628 
Loss on extinguishment and modification of debt— — — (14,679)(14,679)
__________
(1)    During the three months ended June 30, 2024, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $69.2 million, $0.5 million and $62.8 million, respectively, and agency bill revenue of $63.7 million, $101.6 million and $1.1 million, respectively.
(2)    During the three months ended June 30, 2024, the UCTS operating group recorded commission revenue shared with other operating groups of $18.1 million and the MIS operating group recorded commission revenue shared within the same operating group of $0.3 million. Commission revenue shared with other operating groups or within the same operating group, and the related outside commissions, are eliminated through Corporate and Other.
(3)    All other expenses, net include change in fair value of contingent consideration, gain (loss) on divestitures, other income (expense), net and income tax expense.
For the Six Months Ended June 30, 2025
(in thousands)Insurance Advisory SolutionsUnderwriting, Capacity &
Technology Solutions
Mainstreet Insurance Solutions Corporate
and Other
 Total
Revenues:
Commission revenue(1)(2)
$330,008 $212,009 $132,959 $(36,871)$638,105 
Profit-sharing revenue28,973 7,313 8,014 — 44,300 
Consulting and service fee revenue44,580 2,951 — — 47,531 
Policy fee and installment fee revenue— 37,664 — — 37,664 
Assumed premium earned— 9,805 — — 9,805 
Other income5,441 769 3,346 (181)9,375 
Investment income1,936 2,173 114 1,213 5,436 
Total revenues410,938 272,684 144,433 (35,839)792,216 
Expenses:
Inside advisor commissions96,794 315 16,261 — 113,370 
Fixed compensation107,480 29,960 19,521 4,762 161,723 
Benefits and other49,664 18,572 12,689 6,672 87,597 
Share-based compensation10,757 5,678 2,908 10,412 29,755 
Severance1,218 930 495 182 2,825 
Colleague earnout incentives(1,671)(108)— — (1,779)
Colleague compensation and benefits264,242 55,347 51,874 22,028 393,491 
Outside commissions(2)
6,438 131,879 38,144 (37,052)139,409 
Selling expense12,522 3,145 7,860 4,357 27,884 
Operating expense29,036 28,511 11,300 15,978 84,825 
Administrative expense27,881 10,154 15,356 66,845 120,236 
All other expenses, net(3)
5,956 (831)742 747 6,614 
Total expense346,075 228,205 125,276 72,903 772,459 
Net income (loss)$64,863 $44,479 $19,157 $(108,742)$19,757 
Other segment disclosures:
Change in fair value of contingent consideration$6,670 $(845)$279 $— $6,104 
Depreciation and amortization expense27,385 9,743 15,139 2,850 55,117 
Interest (income) expense, net(1)219 34 61,044 61,296 
Gain (loss) on divestitures1,901 — — (1,611)290 
Loss on extinguishment and modification of debt— — — (2,394)(2,394)
Capital expenditures2,689 7,924 5,712 3,985 20,310 
At June 30, 2025
Total assets$2,419,363 $730,931 $509,708 $78,983 $3,738,985 
__________
(1)    During the six months ended June 30, 2025, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $207.7 million, $3.6 million and $131.8 million, respectively, and agency bill revenue of $122.3 million, $208.4 million and $1.2 million, respectively.
(2)    During the six months ended June 30, 2025, the IAS operating group recorded commission revenue shared with other operating groups of $0.2 million and the UCTS operating group recorded commission revenue shared with other operating groups of $36.9 million. Commission revenue shared with other operating groups, and the related outside commissions, are eliminated through Corporate and Other.
(3)    All other expenses, net include change in fair value of contingent consideration, gain (loss) on divestitures, other income (expense), net and income tax expense.
For the Six Months Ended June 30, 2024
(in thousands)Insurance Advisory SolutionsUnderwriting, Capacity &
Technology Solutions
Mainstreet Insurance SolutionsCorporate
and Other
Total
Revenues:
Commission revenue(1)(2)
$318,879 $188,982 $130,988 $(36,069)$602,780 
Profit-sharing revenue30,965 4,821 7,186 — 42,972 
Consulting and service fee revenue35,513 3,241 — — 38,754 
Policy fee and installment fee revenue— 27,250 — — 27,250 
Other income2,492 361 590 — 3,443 
Investment income2,623 1,727 — 658 5,008 
Total revenues390,472 226,382 138,764 (35,411)720,207 
Expenses:
Inside advisor commissions94,370 1,040 14,802 — 110,212 
Fixed compensation100,877 25,470 19,161 2,434 147,942 
Benefits and other44,610 17,746 11,842 6,292 80,490 
Share-based compensation10,326 5,082 4,271 9,136 28,815 
Severance1,545 205 344 782 2,876 
Colleague earnout incentives6,379 — — — 6,379 
Colleague compensation and benefits258,107 49,543 50,420 18,644 376,714 
Outside commissions(2)
5,713 121,238 38,811 (36,069)129,693 
Selling expense11,238 2,231 7,245 2,903 23,617 
Operating expense27,018 18,984 9,160 11,636 66,798 
Administrative expense31,238 7,277 13,125 80,147 131,787 
All other expenses, net(3)
10,738 (29,666)41 2,252 (16,635)
Total expense344,052 169,607 118,802 79,513 711,974 
Net income (loss)$46,420 $56,775 $19,962 $(114,924)$8,233 
Other segment disclosures:
Change in fair value of contingent consideration$13,904 $4,323 $$— $18,228 
Depreciation and amortization expense30,383 7,192 12,915 2,007 52,497 
Interest (income) expense, net(3)(26)19 62,884 62,874 
Gain on divestitures2,034 35,110 — — 37,144 
Loss on extinguishment and modification of debt— — — (14,679)(14,679)
Capital expenditures2,356 9,353 4,630 2,365 18,704 
At December 31, 2024
Total assets$2,329,152 $621,407 $524,576 $59,596 $3,534,731 
__________
(1)    During the six months ended June 30, 2024, commission revenue for the IAS, UCTS and MIS operating groups included direct bill revenue of $203.7 million, $3.6 million and $129.9 million, respectively, and agency bill revenue of $115.2 million, $185.4 million and $1.1 million, respectively.
(2)    During the six months ended June 30, 2024, the UCTS operating group recorded commission revenue shared with other operating groups of $35.1 million and the MIS operating group recorded commission revenue shared within the same operating group of $1.0 million. Commission revenue shared with other operating groups or within the same operating group, and the related outside commissions, are eliminated through Corporate and Other.
(3)    All other expenses, net include change in fair value of contingent consideration, gain on divestitures, other income (expense), net and income tax expense.