TWFG - Q2 2024

Transcript

Operator (participant)

Good morning. My name is Michelle, and I will be your conference operator today. At this time, I would like to welcome everyone to the TWFG Second Quarter 2024 conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. If you would like to ask a question during this time, simply press star one one on your telephone keypad. If you would like to withdraw your question, please press star one one again. This call is being recorded and will be available for replay on the company's website. Before we begin, let me remind you that today's discussion may contain forward-looking statements, and actual results may differ materially from those discussed. For more information regarding forward-looking statements, please refer to the company's press releases and SEC filings.

Also, on today's call, our speakers will reference certain non-GAAP financial measures, which we believe will provide useful information for investors. The company has posted reconciliations of the non-GAAP financial measures discussed during this call in the tables accompanying the company's earnings press release, located on the Investors section of the company's website at investors.twfg.com. It is now my pleasure to introduce Mr. Gordy Bunch, Founder, Chairman, and CEO of TWFG. Sir, the floor is now yours.

Gordy Bunch (Founder, Chairman, and CEO)

Thank you, Michelle. Good morning, everyone, and thank you for taking time to join us today to discuss our Q2 2024 results. I would like to welcome all our new stockholders and the analysts to our first earnings call as a public company. Joining me on this call is Janice Zwinggi, our Chief Financial Officer. After my opening remarks, Janice will review our financial results, and then we will take your questions. First of all, I would be remiss if I didn't take this time to thank all of our employees, carriers, agents, clients, and vendors over the past twenty-three years that have helped TWFG reach our goal of becoming a public company. We truly have an amazing team collaborating every day to create one of the fastest-growing independent insurance distribution platforms.

I started TWFG with an eventual IPO in mind, so that one day our agents and employees would be aligned with equity when the time was right. I am pleased with the number of agents and employees that we can now count as shareholders. Ownership and alignment with our talent will continue to grow as we move forward as a public company. Our Q2 saw an inflection of growth with our Agency in a Box offering, with the opening of 44 new TWFG branches. These branches are staffed by 44 experienced former captive agents, and we are excited that they have decided to join the TWFG family. This opportunistic onboarding of seasoned, client-focused talent demonstrates how TWFG is uniquely positioned to capture the ongoing shift from captive distribution to independent distribution.

We do not expect this influx of talent to have a significant impact on our revenues this year or next, but over the long term, we expect the agents we are onboarding in 2024 to contribute to our organic growth. As far as the operating environment, we are beginning to see improvements in carriers' appetite for growth as the industry achieves significant improvements in loss ratios. This is expected to lead to higher new business growth and expansion opportunities heading into 2025. TWFG had a strong Q2, highlighted by 17.4% total revenue growth, 13.8% organic revenue growth, 18.4% adjusted net income margin, and a 20.2% adjusted EBITDA margin.

At TWFG, we believe we offer a strong value proposition for the tens of thousands of captive agents and independent agents looking for the right partner to help them grow and perpetuate their businesses. Our value proposition, coupled with a conservative balance sheet, flexibility around deal structuring, and our efficient operating model, position us well going forward. While we paused our M&A initiatives leading up to the IPO, we did continue to build a pipeline of potential acquisitions. We look for acquisitions with the following characteristics. First, cultural alignment. It is critical for any acquisition we close that there is pre-existing cultural alignment. We will not transact a deal if an organization is culturally diluted. Second, portfolio alignment. We prioritize acquisitions, delivering profitable portfolios to their trading partners. Our focus on loss ratio, retention, and carrier pre-approval of our transactions help avoid adding diluted portfolios. Third, organic growth.

We are looking for opportunities that are accretive to our organic growth trajectory or that have the potential to be additive. Fourth, EBITDA margin. We expect to acquire accretive margin agencies, MGAs, and other strategic targets. Our M&A model shows margin expansion in the out years as we absorb public company expenses. Some of the margin expansion is expected to come from our M&A activities and the balance from achieving further scale in our core businesses. Fifth, geography. We are looking for the right opportunities to expand into new geographic locations. Our goal is to fill in more of the country with additional TWFG-branded locations, whether by acquisition or recruiting. Different areas of the country utilize different carriers, with whom it is often difficult to obtain appointments. Acquiring contracts with carrier pre-approval is a proven way to expand our markets and increase viability in these areas. Six, synergies.

We target acquisitions that strategically bring a compounding benefit. These benefits include technology, niche MGA platforms, distribution that does not overlap with our current footprint, and deals where we have internal synergies that increase the target and TWFG's value. We expect to continue reengaging in our M&A efforts and look forward to future accretive deals. I will now ask Janice to review our Q2 results in greater detail.

Janice Zwinggi (CFO)

Thanks, Gordy, and good morning to everyone on the call. Starting with top line, written premium increased $66.5 million, or 20.3%, over the prior year period to $393.6 million. Under our primary offerings, insurance services grew $58.5 million, or 21.2%, and TWFG MGA grew $8 million, or 15.6%, over the prior year period. Retention remains high, and branch locations are driving same-store sales, coupled with carriers continuing to push through rate increases, particularly in the personal lines arena. Total revenue increased $7.9 million, or 17.4%, over the prior year period to $53.3 million, of which commission income represents 15.2% of this 17.4% growth.

By product offerings, insurance services is the main driver, representing 15.9% of the 17.4% total revenue growth. Commission income increased $6.9 million, or 16.5%, over the prior year period to $48.7 million. This increase was due mainly to higher premium rates, business growth, increased retention, and continued rollout of our book of business acquisitions in 2023 into the current period. Organic revenues increased $5.7 million, or 13.8%, to $47.5 million, driven by strong retention, increases in premium rates and healthy new business growth.

Turning to expenses, note that expense comparisons to prior year periods were mainly commission expense and salary and employee benefits are skewed, given the acquisition of nine of our independent branches in January 2024, which in prior years were operated as Agency in a Box and have now been converted to corporate stores. The commission expense associated with the branch conversions decreased, while salary and benefits increased compared to prior periods. Commission expense increased $1.1 million, or 3.5%, over the prior year period to $32 million. Commission expense increased due to the company's growth for the period by $4.2 million, offset by a decrease of $3.2 million related to the branch conversions, with an offsetting increase in salary and employee benefits of $2.2 million.

Total salary and employee benefits increased by $3.4 million, or 102.3%, over the prior year period to $6.8 million. As mentioned above, $2.2 million of the increase was related to the branch conversions, and $1.1 million of the increase was due to corporate store asset acquisitions. Other administrative expenses increased $1 million, or 37%, over the prior year period to $3.7 million, due to the continued growth in the business and the absorption of public company costs. Amortization and depreciation expenses increased $1.8 million, or 162%, over the prior year period to $3 million, due to the amortization of intangibles associated with our branch conversions and the 2023 acquisitions.

Net income for the quarter decreased $0.2 million, or 2.1%, over the prior period to $6.9 million, and adjusted net income increased $1.5 million, or 18.1%, over the prior year period to $9.8 million, due mainly to the add-back of increased amortization expenses associated with our branch conversions earlier this year and the 2023 acquisitions. Both EBITDA and adjusted EBITDA for the quarter were $10.8 million, representing 28.5% and 25.8% growth, respectively. Our adjusted EBITDA margin was 20.2% in the Q2 versus 18.8% in the prior year period.

The margin expansion was driven by branch conversions, corporate locations acquired last year and economies of scale, offset somewhat by public company costs, which we expect to continue to ramp into our run rate expense base over the next several quarters. With that, I'll turn it back to Gordy.

Gordy Bunch (Founder, Chairman, and CEO)

Thanks, Janice. In summary, this was a solid Q2, and we are pleased with the results. I want to remind analysts and investors that we were not public in the Q2, and we are now incurring public company expenses that will impact our quarterly results going forward. We anticipate providing 2025 guidance later this year when we have a clear line of sight into our public company expenses. With that, we would like to open the call for questions. Michelle?

Operator (participant)

Thank you. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again.... One moment for the first question. And the first question comes from Michael Zaremski with BMO. Your line is now open.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Hey, good morning, and congrats on your Q1 out. I guess my first question's on M&A, and it's maybe a bit high level, but wanted to see if you'd be willing to kind of offer what you think is a suitable, kind of long-term, debt-to-EBITDA ratio level that you think is realistic or that you're seeking to get to over time. And maybe it's dependent on whether transformational M&A takes place or doesn't. But maybe any color around, you know, whether you just expect kind of small tuck-ins, or it could be lumpy, and we could really see some leverage being deployed over time? Thanks.

Gordy Bunch (Founder, Chairman, and CEO)

Yeah, thanks, Mike. So, you know, as we mentioned, we did shut down M&A leading into the IPO. We did still continue to have conversations. We're happy to be back in the M&A game. We do have a good pipeline. There are some larger, lumpier opportunities that we're currently just now in the beginning phases of entertaining. As far as, you know, IPO proceeds, we have plenty of the cash on hand, we have equity as currency, and we do have our credit facility we can draw on. If we deployed all that capital, and drew all of our credit facility, we still wouldn't have much of a debt-to-EBITDA ratio.

I think when we had our conversations during the roadshow, we indicated that for transformational opportunities, things that make really good long-term sense, you know, one to three times debt-to-EBITDA ratio would be where we have comfort. I don't see us there in the near term, given the capital on hand, the free cash flow we have, and the credit facilities that we can draw down on currently.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Okay. That's helpful. Maybe pivoting to the in the release, and I think you touched on it during the prepared remarks, Gordy, you talked about in the first half of the year, so not Q2, but the first half, hiring forty-four experienced folks from captives. Can you give us just a flavor of what the base is that the so we can kind of better understand that, how those forty-four could provide a potential lift to organic growth over time?

Gordy Bunch (Founder, Chairman, and CEO)

Sure, and I'll clarify. The forty-four new branches were just in the Q2.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Ah.

Gordy Bunch (Founder, Chairman, and CEO)

So all forty-four were onboarded April through June. They're prior captive agents, they're multi-line, you know, a good mix of personal commercial lines. As we launch new agency, these are agencies, not producers, so they have additional staff within their own locations. We have, you know, always made sure that we communicated that these are starting from scratch. They don't have any in-force business. It takes a while for us to get them through the transitional training of how to be independent agents, how to utilize independent technology, how to access the broader independent markets that we bring to bear, working with our marketing team on rebranding and deploying in their communities. They'll have some production, but nothing that's gonna drive the needle in the near term.

They do become beneficial to us in the long term as helping us sustain those low- to mid-teen organic growth rates, so we're very happy to have added them. You know, we're starting to see some traction that we wanted to get from the IPO, the awareness of our offerings, and so we're starting to see some improvements. Great to see that we had inbound activity pre-IPO, so you know, hope that's helpful, Mike. If we get a little bit, you know, more insight on that as we come towards the end of the year, we'll be happy to share more details.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Okay, well, I'll just... I'll use my follow-up as just a follow-up to that, Gordy. So the 44, just to be clear, is that on a base of about 400 prior as of 1Q?

Gordy Bunch (Founder, Chairman, and CEO)

Yeah. I don't remember the actual one Q number, but that's about right. I think it was 410 or 411, and now-

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Okay.

Gordy Bunch (Founder, Chairman, and CEO)

We're over four fifty.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Okay, and then, so just to be clear on, so you've had nice margin improvement. There's been some, you know, there's a number of, I think, drivers of that. But are the-- if you can remind us, as you add, you know, if you keep up with this cadence of, you know, hiring, let's just, you know, temp, you know, a decent chunk of unproductive producers, does that have a material impact on your margins or not really the way your business model works? Maybe there's-

Gordy Bunch (Founder, Chairman, and CEO)

Yeah, it's a good question, so I'll add some further clarification. These are recruited 1099 agency-in-a-box branches. So we have no salary and wages, brick-and-mortar expenses attached to these new 44 locations. The prior captive principals that will be operating these retail branches will bear the expense of the local onboarding. We have some, you know, minimal expenses onboarding them with the training and information that we provide to them, the websites we set up, the initial collateral for launch, but that's not gonna have a meaningful impact to our expenses. So no, there's not like a drag. It's not like I hired a producer who's not gonna produce, and I'm paying them a salary. They're bearing that local expense, and so hopefully that's clear.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Yep. Thank you.

Operator (participant)

Our next question comes from Paul Newsome with Piper Sandler. Your line is now open.

Paul Newsome (Managing Director and Senior Research Analyst)

Good morning. Congratulations on this call. Was hoping you could give us just your most updated thoughts on the environment, particularly in Texas, and how that, you know, might affect or might not affect the outlook for organic growth. Obviously, a fast changing personalized market at the moment.

Gordy Bunch (Founder, Chairman, and CEO)

So, you know, Texas for us is our core state. We also have our own proprietary property program that goes through our MGA. That's actually fostering growth in the current periods. And so for us, Texas continues to see growth. We're able to effectively add new locations in Texas. We're able to obtain the carrier access that is necessary for those to be viable and successful. Beryl, that did come in, that was in the Q3. You know, it did have some disruption into production for the early part of July. Most of that is when anytime a hurricane enters the Gulf through the eighty-twenty parallel, binding is suspended.

When the hurricanes come through and make landfall and pass, depending on the path of the storm, certain geography remains closed for a period of time. Once carriers are done assessing post-landfall damage, then they reopen binding, so the state is fully reopened for business. I would say the areas along Beryl's path were closed for about a week. After that week, new business resumed, but we really haven't had any new carriers put in restrictions post-Beryl. For us, we continue to grow in Texas. I think that carriers are looking at refining their pricing and methodology of where they want to grow in the state.

I think most of you I shared with, our program, that we operate through our MGA does have a nonstructural hail endorsement that helps mitigate the frequency of severe convective storm losses, and that's providing us an outlet to write preferred homeowners across the state where other carriers are still working through how to address that issue that's still causing a pause in underwriting by other markets.

Paul Newsome (Managing Director and Senior Research Analyst)

Is the environment outside of Texas similar commentary in California, except for the hurricane impact?

Gordy Bunch (Founder, Chairman, and CEO)

So if I talk about the broader countrywide appetite, even California is starting to soften. Our largest trading partners, Progressive and American Mercury, have both opened back up, more, for new business. I'm not gonna say that they are back to pre-personal lines, hard market levels of growth initiatives, but each of our top two markets are back into accepting business, writing business, looking for growth, looking for growth, in smart geography and smart locations. And so I do think... Did we lose the call? Oh, okay. Sorry, we had a flashing on my screen, so I wanted to make sure I didn't lose you. So California is emerging. I'm not gonna call it, wide open growth there.

Other states, less wildfire exposed, less cat exposed, are starting to get back to pre-personal lines hard market growth initiatives, and so as we meet with our top trading partners, we look for those states where they have wide open capacity and an appetite to appoint new distribution points and to put in growth initiatives for us to grow that new geography, so the balance of the country, not cat exposed and not wildfire exposed, is getting back to pre-personal lines hard market levels. The rates have come through, the loss ratios have improved, and so yeah, the balance of the country is essentially wide open, and some of those harder market states, state by state, new initiatives are coming in, and they'll start to follow.

We think in 2025, outside of California, and maybe like a New York, the rest of the states should be back to a pre-hard market norm.

Paul Newsome (Managing Director and Senior Research Analyst)

Very much appreciate the help. Thank you.

Gordy Bunch (Founder, Chairman, and CEO)

Yep.

Operator (participant)

The next question comes from Bob Jian Huang with Morgan Stanley. Your line is open.

Bob Jian Huang (Executive Director of Equity Research)

Hi, good morning. Maybe this is sort of a follow-up on the M&A side and the growth side. In terms of expansion into the newer states, so outside of Texas, California, Louisiana, can you maybe talk about how much of the future growth in the newer states will likely be driven by M&A? Is M&A really the bigger focus there rather than the Texas and California, or would you say M&A is more balanced across all states? And just curious about how you think about the M&A side when it comes to the newer states.

Gordy Bunch (Founder, Chairman, and CEO)

... So for us, as I mentioned in the call, going into new geography, many of the areas that we're looking to expand into are relying upon super regionals and regional markets that we don't currently trade with. And so for us to have a strong footprint in a new geographical area, acquisitions are the best way to plant our flag. Once we make an acquisition in a state, and do the integration, onboard everybody into the TWFG way, then we look at how do we expand from that initial acquisition into recruiting and developing branches and expanding M&A in that same state. So I'll use Ohio as an example, where we made our acquisition in Ohio two years ago.

We made subsequent acquisitions from the first one, and now we have recruited into the state new scratch retail branches. So I look at the M&A for geographical expansion as kind of like a front-running, establishing a camp that then we can build off of a base of strength and deploy the balance of our offerings into that new geography, having added the right carrier components in order to make that successful. So we are going to expand into new geography via recruiting as well. So our geographical expansion will not be solely M&A focused. And so we will have new geography open up purely from our Agency in a Box recruiting initiatives, as that talent aligns to our platform.

Bob Jian Huang (Executive Director of Equity Research)

Okay, got it. Really appreciate that. Thank you. That's all I got.

Gordy Bunch (Founder, Chairman, and CEO)

Thank you, Bob.

Operator (participant)

Our next question comes from Tommy McJoynt with KBW. Your line is open.

Tommy McJoynt (Director and Equity Research Analyst)

Hey, guys. Good morning. When we think about the puts and takes that drove the 13.8% organic growth in the quarter, is there a way to quantify the tailwind from rate, and then perhaps conversely, the headwind from customer shopping hurting retention? Any way to put some numbers around those two figures?

Gordy Bunch (Founder, Chairman, and CEO)

I would put it on, we had higher premium retention than our historical norms, which on balance, gave us a lower percentage of new business contributing towards the organic revenue. And as the market starts to normalize, I won't say soften yet, I'll go with normalize, then you'll see an eventual shifting of the organic revenue from retention trickling down towards our historical average retention rates and our new business as a percentage of total organic revenue trickling back up. So for us, as we looked at it in the rear, we're getting to the same low to mid-teens organic revenue growth and the components of premium retention versus new business, new customers, it just ebbs and flows depending on what part of the cycle we're in, but we're landing at the same number.

So I'd say in the current period, you're going to see, because of the higher premium retention, more of that came from rate during that period. As we shift back into normalcy, you'll see that less of it will be rate, more of it will be new business, new client adds.

Tommy McJoynt (Director and Equity Research Analyst)

Okay, got it. Thanks. And then switching gears, can you give us a sort of a tax refresher, just in terms of how you can leverage your Up-C structure in M&A? And is that only valuable for larger, perhaps transformational type deals?

Gordy Bunch (Founder, Chairman, and CEO)

So the Up-C structure provides us with two different types of equity we can use in an acquisition. You have traditional Class A shares that the Up-C organization we can issue in an acquisition as part of a transaction. Those can be used for any sized deal. The LLC units that are part of our TRA, those would be ones saved for larger, transformational, founder-led low-cost basis, large organizations that would be benefiting from the TRA agreement, that where they would then participate in the out years with those TRA payments, which makes that equity worth, you know, more than, say, just a Class A share that doesn't have that TRA benefit. There are a number of founder-led, larger organizations where that would make sense.

And so, I would use it sparingly, for the right opportunities, for the right partners. That is an advantage. We saw, BRP, being able to attract some very nice, acquisitions through that, Up-C LLC unit, TRA, share class. And, it's a tool in our kit, one that we will, retain, for the highest quality, most accretive, opportunities.

Tommy McJoynt (Director and Equity Research Analyst)

Thanks. Appreciate the overview.

Gordy Bunch (Founder, Chairman, and CEO)

Sure.

Operator (participant)

The next question comes from Brian Meredith with UBS. Your line is open.

Brian Meredith (Managing Director and Senior Equity Research Analyst)

Hey, thanks. A couple of them here for you. Given the profitability, talking about it at some of your carriers and what do you think right now is sort of contingent income coming in? Should we see that start to improve here as a percentage of premium, as a percentage of commissioning?

Gordy Bunch (Founder, Chairman, and CEO)

... So, in our model, we had, I think, 33 basis points of contingent revenue relative to premium, and as the loss ratios improve across a number of the contingent paying markets, there could be some upside to that in twenty-four. We really are not targeting for that in twenty-four, because as rates come in, they have to earn through the portfolio, so there is a little bit of a timing of when the rate actually hits the bottom of the loss ratio, but in 2025, you should have the full effect of rate adequacy after multiple years of pricing, underwriting adjustments, and that should be the year that contingencies get back to more of the forty basis points of premium versus the low thirties.

So we're always going to be conservative in how we view contingencies, given the volatility of the payout structures. So they're loss ratio sensitive, they're growth sensitive, so there's the various components, and they're not all the same. Every carrier addresses it slightly differently. So even if you have loss ratio improvements in, say, a said market, if they had a growth trigger component of that and they've been closed for new business, you may not realize the same benefit you would have with that loss ratio in a growth mode. So what we put into our model is what we're still projecting. And if things materially change as we get into the end of the Q3, going into the Q4, we'll make adjustments. We do get lock-in opportunities from some of our markets.

Those do generally come in middle of October, and that's an opportunity for us to lock in that actual contingency. There's a discount to your pay on if you take the lock in, but we do look at those as they come in. If there's something close to being out of the money, we'll probably lock in the bonus and take the discount, so for our certainty. If we're in the money and growing, we'll let that one ride. You know, Q4 tends to be a lower loss ratio quarter for us, you know, given most of our loss ratios are weather driven, March through hurricane season. Hope that helps.

Brian Meredith (Managing Director and Senior Equity Research Analyst)

Yep, that's helpful. And then next question, I'm just curious, when you convert, when your Agency in a Box to a, you know, full corporate agent through an acquisition, is that predictive to EBITDA? Is it better EBITDA margin on a wholly owned corporate agent versus an Agency in a Box or not much difference?

Janice Zwinggi (CFO)

So I can add some color to that. So when you look at the nine independent branches that we converted in January 2024, and the shift from not paying commission expense to salary and wages, you're looking at roughly a two-point benefit to our margin on the corporate branch conversion. So we'd likely to see if we have more acquisitions with that are corporate stores, that you'll have a accretive margin as well.

Brian Meredith (Managing Director and Senior Equity Research Analyst)

Great. Very helpful. Thank you.

Operator (participant)

Our next question comes from Pablo Singzon with J.P. Morgan. Your line is now open.

Pablo Singzon (Executive Director and Equity Research Analyst)

Hi, good morning. First question. Expansion outside of Texas and Louisiana is obviously good from a diversification standpoint, but revenues per policy tend to be lower in less cat exposed states because average premiums are just lower, right? With that in mind, how are you planning to manage your expansion, right, whether through M&A or organic, vis-a-vis the good margins you are producing on your current footprint?

Gordy Bunch (Founder, Chairman, and CEO)

Yeah, so you're correct. Average premiums in less cat exposed states do run at a lower average premium. There's an offset to that. Many of these lower cat states are still paying prior levels of commissions. So, you know, as we're looking at M&A in new geography, some of those less cat-prone states, they have average commissions that are higher than, say, Louisiana or coastal exposed states. So your average commission may get close based on just a differential on how commissions are paid in the lower cat geographies.

As far as us, if we look at how our business works, if we have, like, these new startup agencies in Ohio, those folks that are bearing the brick-and-mortar and the local labor expenses, their revenue passing through our Agency in a Box business model is the same revenue we would have coming through any other state. So the margin coming out the back is agnostic to what state the revenue is being derived in. I do think if we're looking at it from a corporate-owned location, that's where you have a little more sensitivities to labor costs and brick-and-mortar costs, and that's where the average premium and lower potential overall commission per transaction comes into play.

but we are seeing a pretty decent consistency of there's higher commissions in those lower cat states offsetting, you know, the fact that they're lower average premiums.

Pablo Singzon (Executive Director and Equity Research Analyst)

Okay. And then second question for me, unrelated topic. So I think some of your MGA contracts changed from a percentage of commissions basis to flat fees beginning this year. Can you talk about how that's impacting organic growth? And I'm particularly thinking about 3Q, where I think there could be a step down from the first half of this year. Thank you.

Gordy Bunch (Founder, Chairman, and CEO)

... So Dover Bay was the only program that had a change in its fee structure. That went to a flat fixed rate. And so, it also gets adjusted annually upward based on the trailing twelve months, and that'll take effect in January of 2025. So, that actual impact to us was really affecting, you know, Q1, Q2. As we get into the third and Q4, we'll be getting the same level of revenue that we received in those higher premium months. So actually, it'll show a little bit of an improvement as the third and Q4 are lower premium months for that program. We do have the benefit of knowing exactly what we're gonna get paid on that program for this calendar year.

And as we end 2024, we'll get the increase to that flat fee for all of 2025, and so that year-over-year comparison becomes a little bit more normal for that particular program. It did see growth this year, so that's gonna give us a bump in that revenue stream in 2025. But we'll have consistent revenue from that program in Q3 and Q4. We won't have the volatility of the production drop off in the last two quarters.

Pablo Singzon (Executive Director and Equity Research Analyst)

Thank you.

Operator (participant)

The next question comes from Scott Heleniak with RBC Capital Markets. Your line is open.

Scott Heleniak (Director and Senior Equity Research Analyst)

Yeah, thanks. Good morning. The first question, just, you know, you mentioned you added a fair amount of captive agents in the quarter, the 44 number. Any thoughts you can share on second half of the year or into 2025, how you're thinking about adding additional agents? It sounds like that there's more interest in terms of, just correct me if I'm wrong, but the comments since you've gone public, there's more interest in potential joiners, and just how are you thinking about that, just particularly after you added a fair amount in the Q2?

Gordy Bunch (Founder, Chairman, and CEO)

Yeah, I, I think that, you know, we're, we're continuing to see interest, and expanded interest from the IPO awareness. We are getting inbound inquiries, you know, from marketing we've had in place for a significant period of time, and now that marketing plus the awareness of the IPO.

We actually, you know, had a prospect say, "I'm calling you because, you know, I saw the IPO, and then I saw this ad, and this ad has been in place for a long period of time in one of the insurance trades, and now I think you guys might be the right fit." We also had an M&A broker call us and tell us that a specific client of theirs that they're representing wanted us to be in the queue for their M&A initiative and are selecting us as a preferred buyer proactively. So we do think we're gonna get more traction with all of the offerings we have based on the awareness and exposure from the IPO. You know, obviously, the forty-four we added in the Q2 were not IPO-related initiatives.

There is disruption in the marketplace across the country, where carriers are choosing their personal line strategy. And as captive carriers constrict or eliminate some of their personal lines products, that's gonna open up more captive agents looking for their next home. And so our objective is to cast a wide net, make sure we have that awareness to the captive distribution channel, so that they know that we have the offerings that can help them relaunch their careers and what we think is a more effective business model.

Scott Heleniak (Director and Senior Equity Research Analyst)

Great. That's helpful detail. I just had one other one, too, just on the branch conversions, which you did early in the year. I know you kind of described that as sort of one time ahead of the IPO, and you had given the agents the decision to be able to do that. But do you expect to see more of those in the coming quarters? Is there some that may have changed their mind and would like to convert, and how are you thinking about the company's willingness to do those over time?

Gordy Bunch (Founder, Chairman, and CEO)

Yeah. So I think that we won't have any in the near-term quarters that I'm aware of at the moment. We did have some not joining the club remorse from those that were at scale that would've made sense to convert, but chose not to that are interested in revisiting that conversation. But you know, they're gonna have to be larger, over a million in revenue locations in order to be viable corporate locations. The ones that are smaller, we're gonna continue to look for them to transact and work with an existing branch or a new branch principal coming into their role.

Nothing in the near term, but there will be, in my opinion, opportunities for us, for the larger ones, when they make sense on their timing, not ours, to entertain additional branch conversions, which, as Janice mentioned, is accretive to our margin. So, we're getting our arms around the nine we converted in January. And as we, you know, continue to live through their first year as a corporate location, we will be open to additional branch conversions in the years to come.

Scott Heleniak (Director and Senior Equity Research Analyst)

Thanks for the answer.

Gordy Bunch (Founder, Chairman, and CEO)

... Yep, no problem, Scott.

Operator (participant)

As a reminder, to ask a question, please press star one one on your telephone keypad. And the next question comes from Michael Zaremski with BMO. Your line is now open.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Oh, great. Thanks. Just a quick follow-up. On the 44 new hires, just want to make sure, you know, it seems like a really strong number. So if I'm looking at the S-1, you know, back in 2022 year-end, I think there were about 391 total branches, corporate plus 1099, and then that grew in 2023 by about, you know, 20 year on year. So just want to make sure that the 44 you added, that if we annualize that growth rate, that's about a 40% plus annualized growth rate in number of kind of total branches. Is that the right way to think about it? And is that kind of a sustainable near-term level?

Or is it just kind of a you know a much higher level just near recently because of the IPO kind of press? Thanks.

Gordy Bunch (Founder, Chairman, and CEO)

Sure. Thanks, Mike. So, now, the 44 is, yes, it's a significant growth over the prior near-term years of additional branches. It's really tied to a captive carrier choosing to non-renew their personal property portfolios, leaving these agents with no product or a lesser than good opportunity, and then that captive carrier allowing the agents to no longer be captive. So, it's an opportunistic timing for us to step into that void, utilize the platform we have to put them in a better position to retain their clientele, and to, you know, regrow their business with a much broader personal lines focused agency and box business model. There are a lot of smaller national carrier that are exiting personal lines, and that's leaving a void in many marketplaces.

So as we get through 2024, you know, that nearer term disruption to some of those captives that are in that carrier dislocation mode, we'll see a little bit higher than average recruiting year in 2024. That won't be IPO related. That will be opportunistic timing based on a third party's decision to non-renew their whole personal lines portfolio, at least the property portion of the personal lines portfolio. We are still seeing inbound, you know, agents that are joining us that are not related to that activity, and as I mentioned, we have the increasing inbound inquiries post-IPO that would then be attributable to the IPO initiatives.

So, we're going to get it from both, and then, you know, once we get through 2024, near-term opportunistic onboardings, we'll see what the new cadence looks like on a post-IPO basis and kind of share that towards the end of the calendar year.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Okay. That's great color. And, I guess just staying on this same topic of competitors. There. I'm not going to name any names, but, there's a large captive, maybe the second largest in the United States, that has been slowly moving to kind of a lower commission structure and forcing some agencies, most, not most, but some, to move all their customer service to the, you know, the back office, which is kind of the opposite business model that you all run, right? You allow your branches to be able to do all the servicing themselves.

I'm just curious, are you hearing or seeing any agents come to you because there's one large carrier that's maybe pushing them to this new business model, or that's not something that you're seeing as a tailwind, other than I know you just gave us some color on a complete non-renewal from a carrier?

Gordy Bunch (Founder, Chairman, and CEO)

Sure. So yes, every time a captive carrier changes the terms and conditions of operating their captive agency, those agents reevaluate whether or not that's where they want to spend a meaningful, you know, number of years of their career at that organization. And so we do get a lot of inbound inquiries every time, you know, those initiatives are rolled out, whether that be the lowering of commissions or the restructuring of commissions to make it harder to earn the same commission level they had in the prior year, and/or the forcing of the sales of specific products that may or may not be in the best interest of the client. All those things trigger agent dissatisfaction with their current relationships.

And so we are getting inbounds from a number of different carriers, different captive companies, because they're all, they all have their own different deals. When you think about, you know, the number of captive carriers that are reevaluating their property initiatives, they could still have the same commission levels. They could still have, you know, the same, relationships that are good, but if the market says, "We're no longer going to be adding, additional, you know, property to our portfolio," that really limits that captive agent's ability to grow, and sustain customers and be, you know, long-term viable. So, commission changes, product accessibility, all those are issues that drive, captive agents into, the independent space.

Michael Zaremski (Managing Director and Senior Equity Research Analyst)

Thank you.

Operator (participant)

I show no further questions at this time. I would now like to turn the call back over to Gordy Bunch for closing remarks.

Gordy Bunch (Founder, Chairman, and CEO)

Well, I definitely appreciate everybody's thoughtful questions. We are excited to have been able to file or report our first public company quarter. Janice, would you like to say anything while we're here?

Janice Zwinggi (CFO)

Yeah, it's been a lot of fun, and we are excited about the next quarter coming up and the future, so we have some really positive views and ideas, and it's great to be here and be a part of this.

Gordy Bunch (Founder, Chairman, and CEO)

Yeah. So, just a thank you to everyone who attended the call. Thank you for all the questions. We look forward to our next earnings call. And again, appreciate being able with the public earnings. It's a great team around us, and we are excited for our future. Thank you.

Operator (participant)

This does conclude today's conference call. Thank you for participating. You may now disconnect.