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FALSE000200759600020075962024-08-272024-08-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 27, 2024
TWFG, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-42177 99-0603906
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1201 Lake Woodlands Drive
Suite 4020
The Woodlands, Texas
77380
(Address of principal executive offices) (Zip Code)
(281) 367-3424
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, $0.01 par value TWFG The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02. Results of Operations and Financial Condition.
On August 27, 2024, TWFG, Inc. (the “Company”) issued a press release announcing its financial and operating results for the second quarter ended June 30, 2024. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished herewith pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and on the Company’s investor relations website (https://investors.twfg.com/) as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description of Exhibit
99.1
104
Cover Page Interactive Data File (formatted as inline XBRL)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TWFG, INC.
Date: August 27, 2024 By: /s/ Richard F. Bunch III
Name: Richard F. Bunch III
Title: Chief Executive Officer


EX-99.1 2 a991pressreleasedatedaugus.htm EX-99.1 Document

TWFG Announces Second Quarter 2024 Results

– Total Written Premium increased 20.3% over the prior year period to $393.6 million –
– Total Revenue increased 17.4% over the prior year period to $53.3 million –
– Organic Revenue Growth Rate* of 13.8% –
– Net Income of $6.9 million –
– Adjusted Net Income* increased 18.1% over the prior year period to $9.8 million –
– Adjusted EBITDA* increased 25.8% over the prior year period to $10.8 million –
– Completed Initial Public Offering in July 2024 –

THE WOODLANDS, Texas, August 27, 2024 (GLOBE NEWSWIRE) – TWFG, Inc. (“TWFG” or the “Company”) (NASDAQ: TWFG), a high-growth insurance distribution company, today announced results for the second quarter ended June 30, 2024.
Second Quarter 2024 Highlights
•Total Written Premium for the quarter increased 20.3% to $393.6 million, compared to $327.2 million in the same period in the prior year
•Total revenues for the quarter increased 17.4% to $53.3 million, compared to $45.4 million in the same period in the prior year
•Organic Revenue Growth Rate* for the quarter was 13.8%
•Net income for the quarter was $6.9 million, compared to $7.1 million in the same period in the prior year
•Adjusted Net Income* for the quarter increased 18.1% over the prior year period to $9.8 million, and Adjusted Net Income Margin* for the quarter was 18.4%
•Adjusted EBITDA* for the quarter increased 25.8% over the prior year period to $10.8 million, and Adjusted EBITDA Margin* for the quarter was 20.2%
•Cash flow from operating activities for the quarter was $7.4 million, compared to $6.9 million in the same period in the prior year
•Adjusted Free Cash Flow* for the quarter was $3.7 million, compared to $1.9 million in the same period in the prior year
*Organic Revenue Growth Rate, Adjusted Net Income, Adjusted Net Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Free Cash Flow are non-GAAP measures. Reconciliations of Organic Revenue Growth Rate to total revenue growth rate, Adjusted Net income and Adjusted EBITDA to net income, and Adjusted Free Cash Flow to cash flow from operating activities, the most directly comparable financial measures presented in accordance with GAAP, are outlined in the reconciliation table accompanying this release.
“We delivered a strong second quarter and our value proposition to independent and captive agents continues to resonate in the marketplace” stated Gordy Bunch, Founder, Chairman, and CEO. “In the second quarter, total revenues increased 17.4% over the prior year period and we generated 13.8% organic growth. Over the past couple of years, we have seen unprecedented disruption in the personal lines market, impacting thousands of our clients and highlighting the value our local agents and their staff bring to policyholders as we navigate a recalibration of carrier risk appetite and product availability.” “We are seeing signs of improved underwriting margins at our carrier partners and an increase in underwriting appetite, which bodes well for new business opportunities and more orderly renewals for our agents and their customers.”
Bunch added “It has been a busy and historic year for TWFG thus far in 2024. We converted nine branches to corporate locations in January. We completed our initial public offering in July, which included significant participation by our employees, existing stockholders, and agents. In the first half of the year, we welcomed 44 experienced former captive agents to the TWFG family. This opportunistic onboarding of seasoned, client-focused agents demonstrates how TWFG is uniquely positioned to capture the ongoing shift from captive distribution to independent distribution. I want to remind our fellow stockholders that experienced agents typically take between two to three years to become productive with us as they transition from the captive model and relaunch their careers as independent agents. We do not expect this influx of talent to have a significant impact on revenues this year or next, but over the long-term we expect the agents we are onboarding in 2024 to contribute meaningfully to our organic growth.”



Second Quarter 2024 Results
For the second quarter of 2024, Total Written Premium was $393.6 million, a 20.3% increase compared to the same period in the prior year. Revenues were $53.3 million, an increase of 17.4% compared to the same period in the prior year. Organic Revenues, a non-GAAP measure that excludes contingent income, fee income, and other income, for the second quarter of 2024 were $47.4 million, a 16.6% increase from $40.7 million in the same period in the prior year. Organic Revenue Growth was driven by strong premium retention of 93% and healthy new business premium.
Total commission expenses for the second quarter of 2024 were $32.0 million, a 3.5% increase from $30.9 million in the same period in the prior year. Commission expenses grew slower than the 16.5% growth in commission income due to the conversion of nine branches to corporate branches, which transitioned our non-employee commission-based colleagues to employees. Upon conversion, these corporate branches’ employees received salaries, employee benefits, and bonuses for services rendered instead of commissions. Salaries and employee benefits for the second quarter of 2024 were $6.8 million, up 102.3% from $3.4 million in the same period in the prior year. The increase was primarily due to the aforementioned branch conversions along with the growth in the business. Other administrative expenses for the second quarter of 2024 were $3.7 million, a 36.8% increase compared to the same period in the prior year. The increase was driven by branch conversions, growth in the business, and public company costs.
For the second quarter of 2024, net income was $6.9 million, and net income margin was 13.0%, compared to $7.1 million of net income and net income margin of 15.6%, in the same period in the prior year. Adjusted Net Income for the second quarter of 2024 was $9.8 million, compared to $8.3 million in the same period in the prior year. Adjusted Net Income Margin for the second quarter was 18.4%, compared to 18.3% in the same period in the prior year.
Adjusted EBITDA for the second quarter was $10.8 million, an increase of 25.8% over the prior year period. Our Adjusted EBITDA Margin was 20.2% in the second quarter of 2024 compared to 18.8% in the same period in the prior year.
Cash flow from operating activities for the second quarter was $7.4 million, compared to $6.9 million in the same period in the prior year.
Adjusted Free Cash Flow for the second quarter of 2024 was $3.7 million, compared to $1.9 million in the same period in the prior year.
Liquidity and Capital Resources
As of June 30, 2024, the Company had cash and cash equivalents of $25.8 million. We had $9.0 million unused capacity on our revolving credit facility of $50.0 million as of June 30, 2024, the outstanding balance of which was subsequently repaid in connection with the IPO. The total outstanding term notes payable balance was $7.0 million as of June 30, 2024.
Adjusted Net Income Calculation Methodology
In the second quarter of 2024, we revised the calculation of Adjusted Net Income to include amortization expenses among the add-back adjustments to our net income when calculating our Adjusted Net Income. Our legacy calculation methodology reflected the impact of intangible asset amortization as a reduction to our Adjusted Net Income. The revised calculation methodology excluded the effect of the intangible asset amortization when calculating our Adjusted Net Income by reflecting it among the add-back adjustments to our net income. We believe that the revised calculation of Adjusted Net Income is more consistent with the method and presentation used by most of our peers and will allow management to better evaluate our performance relative to our peer companies. We believe that the revised calculation more effectively represents what our stakeholders consider useful in assessing our performance.
Conference Call Information
TWFG will host a conference call and webcast tomorrow at 9:00 AM ET to discuss these results.

To access the call by phone, participants should register at this link, where they will be provided with the dial in details. A live webcast of the conference call will also be available on TWFG’s investor relations website at investors.twfg.com. A webcast replay of the call will be available at investors.twfg.com for one year following the call.
About TWFG
TWFG (NASDAQ: TWFG) is a high-growth, independent distribution platform for personal and commercial insurance in the United States and represents hundreds of insurance carriers that underwrite personal lines and commercial lines risks. For more information, please visit twfg.com.
2


Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this report, are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including those factors discussed under the captions entitled “Risk factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our prospectus (the “IPO Prospectus”) relating to our Registration Statement on Form S-1, as amended (Registration No. 333-280439), filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. You should specifically consider the numerous risks outlined under “Risk factors” in the IPO Prospectus.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Non-GAAP Financial Measures and Key Performance Indicators
Non-GAAP Financial Measures
Organic Revenue, Organic Revenue Growth, Adjusted Net Income, Adjusted Net Income Margin, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow included in this release are not measures of financial performance in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and should not be considered substitutes for GAAP measures, including revenues (for Organic Revenue and Organic Revenue Growth), net income (for Adjusted Net Income, Adjusted Net Income Margin, Adjusted EBITDA and Adjusted EBITDA Margin), and cash flow from 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 revenues, net income, operating cash flow or other consolidated financial statement data prepared in accordance with GAAP. Other companies may calculate any or all of these non-GAAP financial measures differently than we do, limiting their usefulness as comparative measures.
Organic Revenue. Organic Revenue is total revenue (the most directly comparable GAAP measure) for the relevant period, excluding contingent income, fee income, other income and those revenues generated from acquired businesses with over $0.5 million in annualized revenue that have not reached the twelve-month owned mark.
Organic Revenue Growth. Organic Revenue Growth is the change in Organic Revenue period-to-period, with prior period results adjusted to include revenues that were excluded in the prior period because the relevant acquired businesses had not reached the twelve-month-owned mark but have reached the twelve-month owned mark in the current period. We believe Organic Revenue Growth is an appropriate measure of operating performance because it eliminates the impact of acquisitions, which affects the comparability of results from period to period.
Adjusted Net Income. Adjusted Net Income is a supplemental measure of our performance and is defined as net income (the most directly comparable GAAP measure) before amortization, non-recurring or non-operating income and expenses, including equity-based compensation, adjusted to assume a single class of stock (Class A) and assuming noncontrolling interests do not exist. We believe Adjusted Net Income is a useful measure because it adjusts for the after-tax impact of significant one-time, non-recurring items and eliminates the impact of any transactions that do not directly affect what management considers to be our ongoing operating performance in the period. These adjustments generally eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.
We are subject to U.S. federal income taxes, in addition to state, and local taxes, with respect to our allocable share of any net taxable income of TWFG Holding Company, LLC. Adjusted Net Income pre-IPO did not reflect adjustments for income taxes since TWFG Holding Company, LLC is a limited liability company and is classified as a partnership for U.S. federal income tax purposes. Post-IPO, the calculation will incorporate the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the Company owned 100% of TWFG Holding Company, LLC.
3


Adjusted Net Income Margin. Adjusted Net Income Margin is Adjusted Net Income divided by total revenues. We believe that Adjusted Net Income Margin is a useful measurement of operating profitability for the same reasons we find Adjusted Net Income useful and also because it provides a period-to-period comparison of our after-tax operating performance.
Adjusted EBITDA. Adjusted EBITDA is a supplemental measure of our performance and is defined as EBITDA adjusted to exclude equity-based compensation and other non-operating items, including, certain nonrecurring or non-operating gains or losses. EBITDA is defined as net income (the most directly comparable GAAP measure) before interest, income taxes, depreciation and amortization. We believe that Adjusted EBITDA is an appropriate measure of operating performance because it adjusts for significant one-time, non-recurring items and eliminates the ongoing accounting effects of certain capital spending and acquisitions, such as depreciation and amortization, that do not directly affect what management considers to be our ongoing operating performance in the period. These adjustments generally eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.
Adjusted EBITDA Margin. Adjusted EBITDA Margin is Adjusted EBITDA divided by total revenue. We believe that Adjusted EBITDA Margin is a useful measurement of operating profitability for the same reasons we find Adjusted EBITDA useful and also because it provides a period-to-period comparison of our operating performance.
Adjusted Free Cash Flow. Adjusted Free Cash Flow is a supplemental measure of our performance. We define Adjusted Free Cash Flow as cash flow from operating activities (the most directly comparable GAAP measure) less cash payments for tax distributions, purchases of property, plant, and equipment and acquisition-related costs. We believe Adjusted Free Cash Flow is a useful measure of operating performance because it represents the cash flow from the business that is within our discretion to direct to activities including investments, debt repayment, and returning capital to stockholders.
The reconciliation of the above non-GAAP measures to their most comparable GAAP financial measure is outlined in the reconciliation table accompanying this release.
Key Performance Indicators
Total Written Premium. Total Written Premium represents, for any reported period, the total amount of current premium (net of cancellation) placed with insurance carriers. We utilize Total Written Premium as a key performance indicator when planning, monitoring and evaluating our performance. We believe Total Written Premium is a useful metric because it is the underlying driver of the majority of our revenue.

Contacts
Investor Contact:
Jeff Arricale for TWFG
Email: jeff.arricale@twfg.com


PR Contact:
Alex Bunch for TWFG
Email: alex@twfg.com



4


Condensed Consolidated Statements of Operations (Unaudited)
(Amounts in thousands, except unit and per unit data)

Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Revenues
Commission income $ 48,662  $ 41,771  $ 91,207  $ 78,458 
Contingent income
1,258  1,003  2,334  1,988 
Fee income 2,689  2,208  4,921  4,236 
Other income
657  394  1,117  550 
Total revenues 53,266  45,376  99,579  85,232 
Expenses
Commission expense
31,962  30,896  58,405  58,392 
Salaries and employee benefits
6,816  3,370  13,070  6,706 
Other administrative expenses 3,744  2,736  6,874  5,231 
Depreciation and amortization
2,968  1,134  5,981  2,195 
Total operating expenses
45,490  38,136  84,330  72,524 
Operating income
7,776  7,240  15,249  12,708 
Interest expense
(872) (173) (1,714) (258)
Other non-operating income (expense), net
14  —  12  (11)
Net income from continuing operations
6,918  7,067  13,547  12,439 
Net income from discontinued operation, net of tax —  —  —  834 
Net income
$ 6,918  $ 7,067  $ 13,547  $ 13,273 
Weighted average units used in the computation of net income per unit:
Basic
659,439 631,750 659,439 631,750
Diluted
659,439 631,750 659,439 631,750
Net income per unit:
Net income from continuing operations per unit - basic
$ 10.49  $ 11.19  $ 20.54  $ 19.69 
Net income from continuing operations per unit - diluted
$ 10.49  $ 11.19  $ 20.54  $ 19.69 
Net income from discontinued operation per unit - basic
$ —  $ —  $ —  $ 1.32 
Net income from discontinued operation per unit - diluted
$ —  $ —  $ —  $ 1.32 
Net income per unit - basic
$ 10.49  $ 11.19  $ 20.54  $ 21.01 
Net income per unit - diluted
$ 10.49  $ 11.19  $ 20.54  $ 21.01 

5


The following table presents the disaggregation of our revenues by offerings (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Insurance Services
Agency-in-a-Box $ 34,589  $ 35,145  $ 66,418  $ 66,644 
Corporate Branches
9,351  1,568  16,627  2,504 
Total Insurance Services
43,940  36,713  83,045  69,148 
TWFG MGA 8,884  7,953  15,723  14,879 
Other
442  710  811  1,205 
Total revenues $ 53,266  $ 45,376  $ 99,579  $ 85,232 

The following table presents the disaggregation of our commission income by offerings (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Insurance Services
Agency-in-a-Box $ 32,259  $ 33,787  $ 62,159  $ 63,990 
Corporate Branches
9,412  1,566  16,662  2,485 
Total Insurance Services
41,671  35,353  78,821  66,475 
TWFG MGA 6,991  6,418  12,386  11,983 
Total commission income $ 48,662  $ 41,771  $ 91,207  $ 78,458 

The following table presents the disaggregation of our fee income by major sources (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Policy fees $ 933  $ 521  $ 1,446  $ 1,076 
Branch fees 1,220  843  2,351  1,310 
License fees 444  660  959  1,535 
TPA fees 92  184  165  315 
Total fee income $ 2,689  $ 2,208  $ 4,921  $ 4,236 

The following table presents the disaggregation of our commission expense by offerings (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Insurance Services
Agency-in-a-Box $ 25,529  $ 26,744  $ 47,557  $ 50,576 
Corporate Branches
1,256  189  2,118  360 
Total Insurance Services
26,785  26,933  49,675  50,936 
TWFG MGA 5,158  3,951  8,693  7,426 
Other
19  12  37  30 
Total commission expense $ 31,962  $ 30,896  $ 58,405  $ 58,392 
6


Condensed Consolidated Statements of Financial Position (Unaudited)
(Amounts in thousands, except unit data)

June 30, 2024 December 31, 2023
Assets
Current assets
Cash and cash equivalents $ 25,755  $ 39,297 
Restricted cash 10,758  7,171 
Commissions receivable, net 22,401  19,082 
Accounts receivable 9,608  5,982 
Deferred offering costs 5,917  2,025 
Other current assets, net 911  1,551 
Total current assets
75,350  75,108 
Non-current assets
Intangible assets - net 77,794  36,436 
Property and equipment - net 514  597 
Lease right-of-use assets - net 2,760  2,459 
Other non-current assets 801  837 
Total assets
$ 157,219  $ 115,437 
Liabilities and Members’ Equity
Current liabilities
Commissions payable $ 15,301  $ 12,487 
Carrier liabilities 15,190  8,731 
Operating lease liabilities, current 1,031  882 
Short-term bank debt 2,030  2,437 
Deferred acquisition payable, current 583  5,369 
Other current liabilities 6,913  5,006 
Total current liabilities
41,048  34,912 
Non-current liabilities
Operating lease liabilities, net of current portion 1,639  1,518 
Long-term bank debt 45,970  46,919 
Deferred acquisition payable, non-current 1,050  1,037 
Total liabilities
89,707  84,386 
Commitment and contingencies (see Note 12)
Members’ equity
Class A common units (27,689 units and 0 units issued and outstanding at June 30, 2024 and December 31, 2023, respectively)
28  — 
Class B common units (110,750 units issued and outstanding at both June 30, 2024 and December 31, 2023)
111  111 
Class C common units (521,000 units issued and outstanding at both June 30, 2024 and December 31, 2023)
521  521 
Additional paid-in capital 55,132  25,114 
Retained earnings 11,253  4,805 
Accumulated other comprehensive income 467  500 
Total members’ equity
67,512  31,051 
Total liabilities and members’ equity
$ 157,219  $ 115,437 

7


Non-GAAP Financial Measures

A reconciliation of Organic Revenue and Organic Revenue Growth Rate to Total Revenue and Total Revenue Growth Rate, the most directly comparable GAAP measures, is as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Total revenues $ 53,266  $ 45,376  $ 99,579  $ 85,232 
Acquisition adjustments(1)
(1,217) (1,064) (2,684) (1,495)
Contingent income (1,258) (1,003) (2,334) (1,988)
Fee income (2,689) (2,208) (4,921) (4,236)
Other income (657) (394) (1,117) (550)
Organic Revenue $ 47,445  $ 40,707  $ 88,523  $ 76,963 
Organic Revenue Growth(2)
$ 5,746  $ 3,233  $ 10,386  $ 7,938 
Total Revenue Growth Rate(3)
17.4  % 8.7  % 16.8  % 12.0  %
Organic Revenue Growth Rate(2)
13.8  % 8.6  % 13.3  % 11.5  %
(1)     Represents revenues generated from the acquired businesses during the first 12 months following an acquisition.
(2)     Organic Revenue for the three months ended June 30, 2023 and 2022, and for the six months ended June 30, 2023 and 2022, used to calculate Organic Revenue Growth for the three months ended June 30, 2024 and 2023, and for the for the six months ended June 30, 2024 and 2023, was $41.7 million, $37.5 million, $78.1 million and $69.0 million, respectively, which is adjusted to reflect revenues from acquired businesses with over $0.5 million in annualized revenue that reached the twelve-month owned mark during the year ended December 31, 2023 and 2022, respectively. Organic Revenue Growth represents the period-to-period change in Organic Revenue divided by the total adjusted Organic Revenue in the prior period.
(3)     Represents the period-to-period change in total revenues divided by the total revenues in the prior period.
A reconciliation of Adjusted Net Income and Adjusted Net Income Margin to Net income and Net income margin, the most directly comparable GAAP measures, is as follows:
Revised Calculation Methodology Applied to Current Period
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Total revenues $ 53,266  $ 45,376  $ 99,579  $ 85,232 
Net income $ 6,918  $ 7,067  $ 13,547  $ 13,273 
Acquisition-related expenses —  168  —  168 
Restructuring and related expenses —  10  —  17 
Discontinued operation income —  —  —  (834)
Other non-recurring items(1)
—  —  (1,477) — 
Amortization expense 2,904  1,070  5,851  2,065 
Adjusted Net Income $ 9,822  $ 8,315  $ 17,921  $ 14,689 
Net Income Margin 13.0  % 15.6  % 13.6  % 15.6  %
Adjusted Net Income Margin 18.4  % 18.3  % 18.0  % 17.2  %
8


Legacy Calculation Methodology Applied to Current Period
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Total revenues $ 53,266  $ 45,376  $ 99,579  $ 85,232 
Net income $ 6,918  $ 7,067  $ 13,547  $ 13,273 
Acquisition-related expenses —  168  —  168 
Restructuring and related expenses —  10  —  17 
Discontinued operation income —  —  —  (834)
Other non-recurring items(1)
—  —  (1,477) — 
Adjusted Net Income $ 6,918  $ 7,245  $ 12,070  $ 12,624 
Net Income Margin 13.0  % 15.6  % 13.6  % 15.6  %
Adjusted Net Income Margin 13.0  % 16.0  % 12.1  % 14.8  %
(1)    Represents a one-time adjustment reducing commission expense, which resulted from the branch conversions. In January 2024, nine of our Branches converted to Corporate Branches. Upon conversion, agents of the newly converted Corporate Branches became employees and received salaries, employee benefits, and bonuses for services rendered instead of commissions. As a result, we released a portion of the unpaid commissions related to the converted branches that we no longer are required to settle.
A reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to Net income and Net income margin, the most directly comparable GAAP measures, is as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Total revenues $ 53,266  $ 45,376  $ 99,579  $ 85,232 
Net income $ 6,918  $ 7,067  $ 13,547  $ 13,273 
Interest expense 872  173  1,714  258 
Depreciation and amortization 2,968  1,134  5,981  2,195 
EBITDA 10,758  8,374  21,242  15,726 
Acquisition-related expenses —  168  —  168 
Restructuring and related expenses —  10  —  17 
Discontinued operation income —  —  —  (834)
Other non-recurring items(1)
—  —  (1,477) — 
Adjusted EBITDA $ 10,758  $ 8,552  $ 19,765  $ 15,077 
Net Income Margin 13.0  % 15.6  % 13.6  % 15.6  %
Adjusted EBITDA Margin 20.2  % 18.8  % 19.8  % 17.7  %
(1)    Represents a one-time adjustment reducing commission expense, which resulted from the branch conversions. In January 2024, nine of our Branches converted to Corporate Branches. Upon conversion, agents of the newly converted Corporate Branches became employees and received salaries, employee benefits, and bonuses for services rendered instead of commissions. As a result, we released a portion of the unpaid commissions related to the converted branches that we no longer are required to settle.
A reconciliation of Adjusted Free Cash Flow to Cash Flow from Operating Activities, the most directly comparable GAAP measure, is as follows:
Three Months Ended
June 30,
Six Months Ended
June 30,
2024 2023 2024 2023
Cash Flow from Operating Activities $ 7,400  $ 6,918  $ 17,154  $ 16,709 
Purchase of property and equipment (39) (30) (47) (54)
Tax distribution to members(1)
(3,685) (5,186) (6,104) (6,927)
Acquisition-related expenses —  168  —  168 
Net cash flow provided by operating activities from discontinued operation —  —  —  (839)
Adjusted Free Cash Flow $ 3,676  $ 1,870  $ 11,003  $ 9,057 
(1)    Tax distributions to members represents the amount distributed to the members of TWFG Holding Company, LLC in respect of their income tax liability related to the net income of TWFG Holding Company, LLC allocated to its members.
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Key Performance Indicators

The following presents the disaggregation of Total Written Premium by offerings, business mix and line of business (in thousands):

Three Months Ended June 30, Six Months Ended June 30,
2024 2023 2024 2023
Amount % of Total Amount % of Total Amount % of Total Amount % of Total
Offerings:
Insurance Services
Agency-in-a-Box
$ 256,203  65  % $ 263,436  80  % $ 475,139  66  % $ 476,818  80  %
Corporate Branches
78,169  20  12,482  136,053  19  20,870 
Total Insurance Services
334,372  85  275,918  84  611,192  85  497,688  84 
TWFG MGA
59,263  15  51,258  16  103,709  15  94,872  16 
Total written premium
$ 393,635  100  % $ 327,176  100  % $ 714,901  100  % $ 592,560  100  %
Business Mix:
Insurance Services
Renewal business
$ 260,121  66  % $ 214,964  66  % $ 474,598  66  % $ 381,515  64  %
New business
74,251  19  60,954  19  136,594  19  116,173  20 
Total Insurance Services
334,372  85  275,918  85  611,192  85  497,688  84 
TWFG MGA
Renewal business
43,825  11  43,672  13  79,289  11  79,734  13 
New business
15,438  7,586  24,420  15,138 
Total TWFG MGA
59,263  15  51,258  15  103,709  15  94,872  16 
Total written premium
$ 393,635  100  % $ 327,176  100  % $ 714,901  100  % $ 592,560  100  %
Written Premium Retention:
Insurance Services
94  % 96  % 95  % 95  %
TWFG MGA
85  87  84  90 
Consolidated
93  94  93  94 
Line of Business:
Personal lines $ 322,349  82  % $ 262,695  80  % $ 577,213  81  % $ 469,265  79  %
Commercial lines 71,286  18  64,481  20  137,688  19  123,295  21 
Total written premium
$ 393,635  100  % $ 327,176  100  % $ 714,901  100  % $ 592,560  100  %


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