-$0.70
$3.00
bear -$0.70
base $1.60
bull $3.00
margin of safety $0.50
market price* $31.91
Baldwin Insurance Group is a Tampa, Florida based insurance distributor. It has three operating groups: Insurance Advisory Solutions (commercial, personal and employee benefits brokerage), Mainstreet Insurance Solutions (personal lines and benefits distribution through independent agents) and Underwriting, Capacity and Technology Solutions (managing general agency and program business, including its own captive products). Revenue grew from $567 million in 2021 to $1,494 million in 2025, largely through acquisitions and partnerships, and reached about $1,018 million in the first half of 2026. The key point is that revenue growth has not turned into cash for shareholders. We measure earnings as operating cash flow, after removing working capital swings, less stock compensation and the capital spending needed to maintain the business. On that basis the company came out at about $(0.41) per share in 2023, about $(0.01) in 2024 and about $(1.05) in 2025. Stock compensation of $71 million in 2025 is a real cost we deduct in full, and interest expense of about $121 million on roughly $1.4 billion of debt (including $600 million of 7.125% senior secured notes due May 2031) is already inside operating cash flow. Two accounting judgements matter. First, operating cash flow bears cash paid to sellers of acquired businesses above the amount originally accrued ($85.8 million in 2025, $23.4 million in 2024, $24.3 million in 2023), plus $32.8 million paid on colleague earnout incentives in 2025. We keep these as reported in the measured history. Second, the large non-cash intangible amortization ($128 million of depreciation and amortization in 2025) is added back by construction, since it is sunk acquisition cost. The earnout balance is now small: contingent earnout liabilities stood at $23.3 million at the end of 2025 with maximum estimated exposure of $50.0 million, after $146.3 million of settlements in 2025. That runoff is on the balance sheet today, so we treat the earnout burden as largely finished rather than as a permanent cost. Base case: excluding the earnout payments above accrual, earnings were about $(0.3) million in 2023, $22.5 million in 2024 and $14.5 million in 2025; the median, about $14.5 million or $0.21 per share, is our starting level. Earnings on this basis fell from 2024 to 2025 (about $22.5 million to $14.5 million), so we do not assume any growth: the level stays flat at $0.21 for ten years, then fades to zero over the following ten years as the acquired books of business age. We deduct $0.32 per share for the roughly $23 million of earnouts still owed. This gives about $1.60 per share. We give no credit for margin expansion, further acquisitions, share gains or the faster revenue growth in 2026, because none of these is secured or a demonstrated cash-generating record. Bear case: earnings stay at the level of 2023, about zero after stock compensation, and the full $50 million maximum earnout exposure is paid. With debt service consuming the operating profit, that leaves the shares worth about $(0.70): obligations exceed what the business earns for its owners by roughly $50 million. Bull case: the business sustains the 2024 level of about $22.5 million, $0.35 per share, for ten years and then fades over ten years, less the $23 million of remaining earnouts, worth about $3.00 per share. What would make this wrong: if the acquisitions and partnerships of 2025 and 2026 convert into cash earnings well above these levels after stock compensation and interest, the value is higher. If stock compensation stays near $70 million and earnouts continue to recur with new deals, as they have in each of the last three years, the base level is overstated. First-half 2026 operating cash flow of $39.5 million versus $(80.7) million a year earlier is encouraging, but it is a single half-year and does not move our level. The 2023 and 2024 cash flow figures were restated in the latest annual report, and we used the restated figures. Given high leverage, heavy stock compensation and negative measured earnings in each of the last three years, the margin-of-safety price is set at a small fraction of the base value.