RYAN SPECIALTY GROUP REPORTS SECOND QUARTER 2021 RESULTS
Ryan Specialty Group reported significant growth in its second-quarter results for 2021. Total revenue soared by 58.3% year-over-year to $390.0 million, driven by an organic revenue growth rate of 28.5%. Net income rose 27.1% to $63.4 million, with an adjusted net income growth of 73.5% to $92.3 million. Adjusted EBITDAC increased 79.4% to $140.5 million, achieving a margin of 36.0%. The company continues to navigate its post-IPO landscape positively, anticipating sustained growth and investment opportunities.
- Total revenue increased by 58.3% to $390.0 million.
- Organic revenue growth rate reached 28.5%.
- Net income grew by 27.1% to $63.4 million.
- Adjusted EBITDAC rose by 79.4% to $140.5 million.
- Adjusted net income improved by 73.5% to $92.3 million.
- Net income margin decreased from 20.3% to 16.3%.
- Total Revenue grew
- Organic Revenue Growth Rate of
- Net Income grew
- Adjusted EBITDAC increased
- Adjusted Net Income grew
- Completed Initial Public Offering in
- Provides full year 2021 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC Margin -
Second Quarter 2021 Highlights
-
Total Revenue grew
58.3% year-over-year to , compared to$390.0 million in the prior-year period$246.3 million -
Organic Revenue Growth Rate* was
28.5% for the quarter, compared to18.5% for the same quarter last year -
Net Income increased by
27.1% to , compared to$63.4 million in the prior-year period$49.9 million -
Net Income Margin was
16.3% , compared to20.3% in the prior-year period -
Adjusted EBITDAC* increased
79.4% to , compared to$140.5 million in the prior-year period$78.3 million -
Adjusted EBITDAC Margin* rose 420 basis points year-over-year to
36.0% -
Adjusted Net Income* increased
73.5% to , compared to$92.3 million in the prior-year period$53.2 million
“We had an outstanding second quarter,” said
Summary of Second Quarter Results
|
Three months ended |
|
|
|
|
|
||||
|
|
|
Change |
|
||||||
(in thousands, except percentages) |
2021 |
|
2020 |
|
$ |
|
% |
|
||
GAAP financial measures |
|
|
|
|
|
|
|
|
||
Total revenue |
|
|
|
|
|
|
58.3 |
% |
||
Compensation and benefits |
236,801 |
|
156,811 |
|
79,990 |
|
51.0 |
|
||
General and administrative |
30,685 |
|
21,868 |
|
8,817 |
|
40.3 |
|
||
Total operating expenses |
297,750 |
|
188,648 |
|
109,102 |
|
57.8 |
|
||
Operating income |
92,262 |
|
57,676 |
|
34,586 |
|
60.0 |
|
||
Net income |
63,407 |
|
49,887 |
|
13,520 |
|
27.1 |
|
||
Net income attributable to members |
63,407 |
|
49,941 |
|
13,466 |
|
27.0 |
|
||
Compensation and Benefits Expense Ratio |
60.7 |
% |
63.7 |
% |
|
|
|
|
||
General and Administrative Expense Ratio |
7.9 |
% |
8.9 |
% |
|
|
|
|
||
Net Income Margin |
16.3 |
% |
20.3 |
% |
|
|
|
|
||
Non-GAAP financial measures* |
|
|
|
|
|
|
|
|
||
Organic Revenue Growth Rate |
28.5 |
% |
18.5 |
% |
|
|
|
|
||
Adjusted Compensation and Benefits Expense |
|
|
|
|
|
|
46.6 |
% |
||
Adjusted Compensation and Benefits Expense Ratio |
56.5 |
% |
61.1 |
% |
|
|
|
|
||
Adjusted General and Administrative Expense |
|
|
|
|
|
|
65.1 |
% |
||
Adjusted General and Administrative Expense Ratio |
7.4 |
% |
7.1 |
% |
|
|
|
|
||
Adjusted EBITDAC |
|
|
|
|
|
|
79.4 |
% |
||
Adjusted EBITDAC Margin |
36.0 |
% |
31.8 |
% |
|
|
|
|
||
Adjusted Net Income |
|
|
|
|
|
|
73.5 |
% |
||
Adjusted Net Income Margin |
23.7 |
% |
21.6 |
% |
|
|
|
|
* |
For a definition and a reconciliation of Organic Revenue Growth Rate, Adjusted Compensation and Benefits Expense, Adjusted Compensation and Benefits Ratio, Adjusted General and Administrative Expense, Adjusted General and Administrative Expense Ratio, Adjusted EBITDAC, Adjusted EBITDAC Margin, Adjusted Net Income, and Adjusted Net Income Margin, to the most comparable GAAP measure, see “Non-GAAP Financial Measures and Key Performance Indicators” below. |
Second Quarter 2021 Review*
Total revenue for the second quarter of 2021 was
Total operating expenses for the second quarter of 2021 were
Net Income for the second quarter of 2021 was
Adjusted EBITDAC of
Adjusted Net Income for the second quarter of 2021 rose
* |
For the definition of each of the non-GAAP measures referred to above as well as a reconciliation of such non-GAAP measures to their most comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below. |
Review of Second Quarter 2021 Revenue by Specialty
Wholesale Brokerage net commissions and fees increased by
Binding Authority net commissions and fees produced growth of
Underwriting Management net commissions and fees increased by
Liquidity and Financial Condition
In connection with the closing of the IPO, the Company executed an agreement with its lenders to increase the revolving credit facility commitments from
Full Year 2021 Outlook*
The Company is providing its full year 2021 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC Margin:
-
Organic Revenue Growth Rate for the full year 2021 is expected to be between
18.0% and20.0% . -
Adjusted EBITDAC Margin for the full year 2021 is expected to be between
30.0% and30.5% .
* |
For a definition of Organic Revenue Growth Rate and Adjusted EBITDAC Margin as well as an explanation of the Company’s inability to provide reconciliations of these forward-looking non-GAAP measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below. |
Conference Call Information
The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.
A webcast replay of the call will be available on the Company’s website at ryansg.com in its Investors section for one year following the call.
About
Founded by
Forward-Looking Statements
All statements in this release and in the corresponding earnings call that are not historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, expenditures, cash flows, growth rates and financial results or its plans and objectives for future operations, growth initiatives, or strategies and the statements under the caption “Full Year 2021 Outlook” are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors that could cause such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the
For more detail on the risk factors that may affect the Company’s results, see the section entitled ‘‘Risk Factors’’ in our Prospectus filed in connection with our IPO with the
Non-GAAP Financial Measures and Key Performance Indicators
In assessing the performance of our business, we use non-GAAP financial measures that are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. We use these non-GAAP financial measures when planning, monitoring and evaluating our performance. We consider these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax position, depreciation, amortization and certain other items that we believe are not representative of our core business. We use the following non-GAAP measures for business planning purposes, in measuring our performance relative to that of our competitors, to help investors to understand the nature of our growth, and to enable investors to evaluate the run-rate performance of the Company.
Organic Revenue Growth Rate: Organic Revenue Growth Rate represents the percentage change in revenue, as compared to the same period for the year prior, adjusted for revenue attributable to acquisitions during their first 12 months of the Company’s ownership, and other adjustments such as contingent commissions, fiduciary investment income, and foreign exchange rates. The most comparable GAAP financial metric is Total Revenue Growth Rate.
Adjusted Compensation and Benefits Expense: Adjusted Compensation and Benefits Expense represents Compensation and Benefits Expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation expenses, as applicable. The most comparable GAAP financial metric is Compensation and Benefits Expense.
Adjusted General and Administrative Expense: Adjusted General and Administrative Expense represents General and Administrative Expense adjusted to reflect items such as (i) acquisition and restructuring related general and administrative expenses, (ii) other exceptional or non-recurring general and administrative expenses, as applicable. The most comparable GAAP financial metric is General and Administrative Expense.
Adjusted Compensation and Benefits Expense Ratio: Adjusted Compensation and Benefits Expense Ratio represents the Adjusted Compensation and Benefits Expense as a percentage of total revenue. The most comparable GAAP financial metric is Compensation and Benefits Expense Ratio.
Adjusted General and Administrative Expense Ratio: Adjusted General and Administrative Expense Ratio represents the Adjusted General and Administrative Expense as a percentage of total revenue. The most comparable GAAP financial metric is General and Administrative Expense Ratio.
Adjusted EBITDAC: Adjusted EBITDAC is defined as Net Income before interest expense, income tax expense, depreciation, amortization, and change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is Net Income.
Adjusted EBITDAC Margin: Adjusted EBITDAC Margin is defined as Adjusted EBITDAC as a percentage of total revenue. The most comparable GAAP financial metric is Net Income Margin.
Adjusted Net Income: Adjusted Net Income is tax-effected earnings before amortization and certain items of income and expense, gains and losses, equity-based compensation, acquisition-related expenses, and certain exceptional or non-recurring items. The Company will be subject to
Adjusted Net Income Margin: Adjusted Net Income Margin is defined as Adjusted Net Income as a percentage of total revenue. The most comparable GAAP financial metric is Net Income Margin.
The reconciliation of the above non-GAAP measures to their most comparable GAAP financial measure, is set forth in the reconciliation table accompanying this release.
With respect to Organic Revenue Growth Rate and Adjusted EBITDAC Margin outlook presented in the ‘Full Year 2021 Outlook’ section of this press release, the Company is unable to provide a comparable outlook for, or a reconciliation to, Total Revenue Growth Rate or Net Income because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities and other one-time or exceptional items.
Consolidated Statements of Income (Unaudited) |
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|
Three months ended |
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Six months ended |
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|
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|
||||||||
(All balances presented in thousands) |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
REVENUE |
|
|
|
|
|
|
|
|
||||
Net commissions and fees |
$ |
389,846 |
|
$ |
246,065 |
|
$ |
701,190 |
|
$ |
453,150 |
|
Fiduciary investment income |
|
166 |
|
259 |
|
|
280 |
|
|
1,366 |
|
|
Total revenue |
$ |
390,012 |
|
$ |
246,324 |
|
$ |
701,470 |
|
$ |
454,516 |
|
EXPENSES |
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
236,801 |
|
|
156,811 |
|
|
451,287 |
|
|
298,113 |
|
General and administrative |
|
30,685 |
|
|
21,868 |
|
|
58,230 |
|
|
50,385 |
|
Amortization |
|
27,319 |
|
|
9,118 |
|
|
55,113 |
|
|
19,149 |
|
Depreciation |
|
1,222 |
|
|
851 |
|
|
2,422 |
|
|
1,629 |
|
Change in contingent consideration |
|
1,723 |
|
|
— |
|
|
2,313 |
|
|
1,032 |
|
Total operating expenses |
$ |
297,750 |
|
$ |
188,648 |
|
$ |
569,365 |
|
$ |
370,308 |
|
OPERATING INCOME |
$ |
92,262 |
|
$ |
57,676 |
|
$ |
132,105 |
|
$ |
84,208 |
|
Interest expense |
|
18,986 |
|
|
6,759 |
|
|
39,031 |
|
|
15,436 |
|
Income from equity method investment in related party |
|
353 |
|
|
— |
|
|
434 |
|
|
87 |
|
Other non-operating income (loss) |
|
(7,890 |
) |
|
555 |
|
|
(29,336 |
) |
|
(2,492 |
) |
INCOME BEFORE INCOME TAXES |
$ |
65,739 |
|
$ |
51,472 |
|
$ |
64,172 |
|
$ |
66,367 |
|
Income tax expense |
|
2,332 |
|
|
1,585 |
|
|
4,566 |
|
|
3,162 |
|
NET INCOME |
$ |
63,407 |
|
$ |
49,887 |
|
$ |
59,606 |
|
$ |
63,205 |
|
Net income (loss) attributable to non-controlling interests, net of tax |
|
— |
|
|
(54 |
) |
|
2,450 |
|
|
946 |
|
NET INCOME ATTRIBUTABLE TO MEMBERS |
$ |
63,407 |
|
$ |
49,941 |
|
$ |
57,156 |
|
$ |
62,259 |
|
Consolidated Statements of Financial Position (Unaudited) |
|||||||
(All balances presented in thousands, except unit and par value data) |
|
|
|
|
|
||
ASSETS |
|
|
|
|
|
||
CURRENT ASSETS |
|||||||
Cash and cash equivalents |
|
$ |
307,528 |
|
$ |
312,651 |
|
Commissions and fees receivable – net |
|
|
206,800 |
|
|
177,699 |
|
Fiduciary assets |
|
|
2,293,363 |
|
|
1,978,152 |
|
Prepaid incentives – net |
|
|
7,805 |
|
|
8,842 |
|
Other current assets |
|
|
25,556 |
|
|
16,006 |
|
Total current assets |
|
$ |
2,841,052 |
|
$ |
2,493,350 |
|
NON-CURRENT ASSETS |
|
|
|
|
|
||
|
|
|
1,224,299 |
|
|
1,224,196 |
|
Other intangible assets |
|
|
552,904 |
|
|
604,764 |
|
Prepaid incentives – net |
|
|
28,924 |
|
|
36,199 |
|
Equity method investment in related party |
|
|
46,911 |
|
|
47,216 |
|
Property and equipment – net |
|
|
15,961 |
|
|
17,423 |
|
Lease right-of-use assets |
|
|
86,565 |
|
|
93,941 |
|
Other non-current assets |
|
|
10,531 |
|
|
12,293 |
|
Total non-current assets |
|
$ |
1,966,095 |
|
$ |
2,036,032 |
|
TOTAL ASSETS |
|
$ |
4,807,147 |
|
$ |
4,529,382 |
|
LIABILITIES, MEZZANINE EQUITY AND MEMBERS’ EQUITY |
|
|
|
|
|
||
CURRENT LIABILITIES |
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
131,948 |
|
|
115,573 |
|
Preferred units repurchase payable |
|
|
78,256 |
|
|
— |
|
Accrued compensation |
|
|
314,510 |
|
|
349,558 |
|
Operating lease liabilities |
|
|
19,909 |
|
|
19,880 |
|
Short-term debt and current portion of long-term debt |
|
|
22,547 |
|
|
19,158 |
|
Fiduciary liabilities |
|
|
2,293,363 |
|
|
1,978,152 |
|
Total current liabilities |
|
$ |
2,860,533 |
|
$ |
2,482,321 |
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
||
Accrued compensation |
|
|
73,577 |
|
|
69,121 |
|
Operating lease liabilities |
|
|
76,046 |
|
|
83,737 |
|
Long-term debt |
|
|
1,570,227 |
|
|
1,566,192 |
|
Net deferred tax liabilities |
|
|
537 |
|
|
577 |
|
Other non-current liabilities |
|
|
6,020 |
|
|
16,709 |
|
Total non-current liabilities |
|
$ |
1,726,407 |
|
$ |
1,736,336 |
|
TOTAL LIABILITIES |
|
$ |
4,586,940 |
|
$ |
4,218,657 |
|
MEZZANINE EQUITY |
|
|
|
|
|
||
Preferred units (260,000,000 par value; 260,000,000 issued and outstanding at |
|
|
|||||
and |
$ |
240,831 |
$ |
239,635 |
|||
MEMBERS’ EQUITY |
|
|
|
|
|
||
Preferred units (74,990,000 par value; 74,990,000 issued and outstanding at June |
|
|
|
|
|
|
|
30, 2021 and |
— |
74,270 |
|||||
Class A common units (692,753,835 par value; 692,753,835 issued and outstanding |
|
|
|
|
|
|
|
at |
|||||||
|
274,741 |
267,248 |
|||||
Class B common units (75,478,586 par value; 75,478,586 issued and outstanding at |
|
|
|
|
|
|
|
|
71,874 |
71,874 |
|||||
Accumulated deficit |
|
|
(369,647 |
) |
|
(346,304 |
) |
Accumulated other comprehensive income |
|
|
2,408 |
|
|
2,702 |
|
Total RSG members’ equity |
|
$ |
(20,624 |
) |
$ |
69,790 |
|
Non-controlling interests |
|
|
— |
|
|
1,300 |
|
Total members’ equity |
|
|
(20,624 |
) |
|
71,090 |
|
TOTAL LIABILITIES, MEZZANINE AND MEMBERS’ EQUITY |
$ |
4,807,147 |
$ |
4,529,382 |
|
Consolidated Statements of Cash Flows (Unaudited) |
||||||||
|
|
Six months ended |
|
|||||
(All balances presented in thousands) |
|
|
2021 |
|
|
2020 |
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
||||
Net income |
|
$ |
59,606 |
|
$ |
63,205 |
|
|
Adjustments to reconcile net income to cash flows from (used for) operating activities: |
|
|
|
|
||||
Loss (gain) from non-controlling equity interest |
|
|
(434 |
) |
|
(87 |
) |
|
Amortization |
|
|
55,113 |
|
|
19,149 |
|
|
Depreciation |
|
|
2,422 |
|
|
1,629 |
|
|
Prepaid & deferred compensation expense |
|
|
23,035 |
|
|
7,297 |
|
|
Equity-based compensation expense |
|
|
7,595 |
|
|
4,136 |
|
|
Amortization of deferred debt issuance costs |
|
|
4,748 |
|
|
687 |
|
|
Deferred tax benefit (loss) |
|
|
(40 |
) |
|
196 |
|
|
Change (net of acquisitions and divestitures) in: |
|
|
|
|
||||
Commissions and fees receivable - net |
|
|
(29,089 |
) |
|
(24,343 |
) |
|
Accrued interest |
|
|
333 |
|
|
129 |
|
|
Other current assets and accrued liabilities |
|
|
(11,932 |
) |
|
12,282 |
|
|
Other non-current assets and accrued liabilities |
|
|
(3,642 |
) |
|
(15,855 |
) |
|
Total cash flows provided by operating activities |
|
$ |
107,715 |
|
$ |
68,334 |
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
||||
Asset acquisitions |
|
|
— |
|
|
(5,236 |
) |
|
Prepaid incentives issued – net of repayments |
|
|
3,786 |
|
|
(4,279 |
) |
|
Equity method investment in related party |
|
|
— |
|
|
(23,500 |
) |
|
Capital expenditures |
|
|
(3,941 |
) |
|
(7,858 |
) |
|
Total cash flows used for investing activities |
|
$ |
(155 |
) |
$ |
(40,873 |
) |
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
||||
Distribution to non-controlling interest holders |
|
|
(48,368 |
) |
|
— |
|
|
Equity repurchases |
|
|
(3,880 |
) |
|
(39,156 |
) |
|
Repayment of term debt |
|
|
(8,250 |
) |
|
(4,063 |
) |
|
Borrowing of term debt |
|
|
— |
|
|
150,000 |
|
|
Repayment of subordinated notes |
|
|
— |
|
|
(20,000 |
) |
|
Borrowings on revolving credit facilities |
|
|
— |
|
|
848 |
|
|
Repayments on revolving credit facilities |
|
|
— |
|
|
(44,000 |
) |
|
Deferred offering costs paid |
|
|
(4,191 |
) |
|
— |
|
|
Finance lease costs paid |
|
|
(75 |
) |
|
(36 |
) |
|
Debt issuance costs paid |
|
|
(1,289 |
) |
|
— |
|
|
Cash distributions to members |
|
|
(47,039 |
) |
|
(13,644 |
) |
|
Total cash flows (used for) provided by financing activities |
|
$ |
(113,092 |
) |
$ |
29,949 |
|
|
Effect of changes in foreign exchange rates on cash and cash equivalents |
|
|
409 |
|
|
(2,130 |
) |
|
NET CHANGE IN CASH AND CASH EQUIVALENTS |
|
$ |
(5,123 |
) |
$ |
55,280 |
|
|
CASH AND CASH EQUIVALENTS - Beginning balance |
|
$ |
312,651 |
|
$ |
52,016 |
|
|
CASH AND CASH EQUIVALENTS - Ending balance |
|
$ |
307,528 |
|
$ |
107,296 |
|
|
Supplemental cash flow information: |
|
|
|
|
||||
Interest and financing costs paid |
|
$ |
32,518 |
|
$ |
14,032 |
|
|
Income taxes paid |
|
$ |
5,897 |
|
$ |
2,055 |
|
|
Related party asset acquisition |
|
$ |
— |
|
$ |
(6,077 |
) |
|
Forgiveness of related party receivable |
|
$ |
— |
|
$ |
6,077 |
|
|
Accretion of premium on mezzanine equity |
|
$ |
1,196 |
|
$ |
615 |
|
|
Accretion of premium on mezzanine equity in accumulated deficit |
|
$ |
(1,196 |
) |
$ |
(615 |
) |
|
Repurchase of vested common units |
|
$ |
(745 |
) |
$ |
— |
|
|
Issuance of unsecured promissory note |
|
$ |
745 |
|
$ |
— |
|
Net Commissions and Fees |
|||||||||||||||
|
Three months ended |
|
|
|
|
|
|||||||||
|
|
|
% of |
|
|
|
% of |
|
|
|
|
|
|||
(in thousands, except percentages) |
|
2021 |
|
total |
|
|
2020 |
|
total |
|
Change |
|
|||
Wholesale Brokerage |
$ |
255,959 |
|
65.7 |
% |
$ |
172,118 |
|
70.0 |
% |
$ |
83,841 |
|
48.7 |
% |
Binding Authorities |
|
53,596 |
|
13.7 |
|
|
31,561 |
|
12.8 |
|
|
22,035 |
|
69.8 |
|
Underwriting Management |
|
80,291 |
|
20.6 |
|
|
42,386 |
|
17.2 |
|
|
37,905 |
|
89.4 |
|
Total Net commissions and fees |
$ |
389,846 |
|
|
|
$ |
246,065 |
|
|
|
$ |
143,781 |
|
58.4 |
% |
|
Six months ended |
|
|
|
|
|
|||||||||
|
|
|
% of |
|
|
|
% of |
|
|
|
|
|
|||
(in thousands, except percentages) |
|
2021 |
|
total |
|
|
2020 |
|
total |
|
Change |
|
|||
Wholesale Brokerage |
$ |
447,083 |
|
63.8 |
% |
$ |
306,222 |
|
67.6 |
% |
$ |
140,861 |
|
46.0 |
% |
Binding Authorities |
|
108,641 |
|
15.5 |
|
|
65,707 |
|
14.5 |
|
|
42,934 |
|
65.3 |
|
Underwriting Management |
|
145,466 |
|
20.7 |
|
|
81,221 |
|
17.9 |
|
|
64,245 |
|
79.1 |
|
Total Net commissions and fees |
$ |
701,190 |
|
|
|
$ |
453,150 |
|
|
|
$ |
248,040 |
|
54.7 |
% |
Reconciliation of Organic Revenue Growth Rate to Total Revenue Growth Rate |
||||
|
Three months ended |
|
||
|
|
|
||
|
2021 |
|
2020 |
|
Total Revenue Growth Rate (GAAP) (1) |
58.3 |
% |
21.9 |
% |
Less: Mergers and Acquisitions (2) |
(30.3 |
)% |
(4.1 |
)% |
Change in Other (3) |
0.5 |
% |
0.7 |
% |
Organic Revenue Growth Rate (Non-GAAP) |
28.5 |
% |
18.5 |
% |
(1)
|
|
|
(2) |
The mergers and acquisitions adjustment excludes net commission and fees revenue generated during the first 12 months following an acquisition. The total adjustment for the three months ended |
|
(3) |
The other adjustments excludes the period-over-period change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the three months ended |
|
Six months ended |
|
||
|
|
|
||
|
2021 |
|
2020 |
|
Total Revenue Growth Rate (GAAP) (1) |
54.3 |
% |
29.2 |
% |
Less: Mergers and Acquisitions (2) |
(30.8 |
)% |
(6.2 |
)% |
Change in Other (3) |
0.4 |
% |
0.4 |
% |
Organic Revenue Growth Rate (Non-GAAP) |
23.9 |
% |
23.4 |
% |
(1) |
|
|
(2) |
The mergers and acquisitions adjustment excludes net commission and fees revenue generated during the first 12 months following an acquisition. The total adjustment for the six months ended |
|
(3) |
The other adjustments excludes the year-over-year change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the six months ended |
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense |
||||||
|
Three months ended |
|
||||
|
|
|
||||
(in thousands, except percentages) |
|
2021 |
|
|
2020 |
|
Total Revenue |
$ |
390,012 |
|
$ |
246,324 |
|
|
|
|
|
|
||
Compensation and Benefits Expense |
$ |
236,801 |
|
$ |
156,811 |
|
Acquisition-related expense |
|
— |
|
|
(1,270 |
) |
Acquisition related long-term incentive compensation |
|
(9,082 |
) |
|
(532 |
) |
Restructuring and related expense |
|
(2,162 |
) |
|
— |
|
Amortization and expense related to discontinued prepaid incentives |
|
(1,604 |
) |
|
(2,481 |
) |
Equity-based compensation |
|
(3,458 |
) |
|
(1,624 |
) |
Discontinued programs expense |
|
— |
|
|
(492 |
) |
Adjusted Compensation and Benefits Expense (1) |
$ |
220,495 |
|
$ |
150,412 |
|
Compensation and Benefits Expense Ratio (2) |
|
60.7 |
% |
|
63.7 |
% |
Adjusted Compensation and Benefits Expense Ratio (3) |
|
56.5 |
% |
|
61.1 |
% |
(1) |
Adjustments to Compensation and Benefits Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Reconciliation of Adjusted EBITDAC to Net Income.” |
|
(2) |
Compensation and Benefits Expense Ratio is Compensation and Benefits Expense as a percentage of total revenue. |
|
(3) |
Adjusted Compensation and Benefits Expense Ratio is Adjusted Compensation and Benefits Expense as a percentage of total revenue. |
|
Six months ended |
|
||||
|
|
|
||||
(in thousands, except percentages) |
|
2021 |
|
|
2020 |
|
Total Revenue |
$ |
701,470 |
|
$ |
454,516 |
|
|
|
|
|
|
||
Compensation and Benefits Expense |
$ |
451,287 |
|
$ |
298,113 |
|
Acquisition-related expense |
|
— |
|
|
(1,612 |
) |
Acquisition related long-term incentive compensation |
|
(18,504 |
) |
|
(1,604 |
) |
Restructuring and related expense |
|
(8,351 |
) |
|
— |
|
Amortization and expense related to discontinued prepaid incentives |
|
(3,682 |
) |
|
(5,063 |
) |
Equity-based compensation |
|
(7,888 |
) |
|
(4,731 |
) |
Discontinued programs expense |
|
— |
|
|
(492 |
) |
Adjusted Compensation and Benefits Expense (1) |
$ |
412,862 |
|
$ |
285,151 |
|
Compensation and Benefits Expense Ratio (2) |
|
64.3 |
% |
|
65.6 |
% |
Adjusted Compensation and Benefits Expense Ratio (3) |
|
58.9 |
% |
|
62.7 |
% |
(1) |
Adjustments to Compensation and Benefits Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Reconciliation of Adjusted EBITDAC to Net Income.” |
|
(2) |
Compensation and Benefits Expense Ratio is Compensation and Benefits Expense as a percentage of total revenue. |
|
(3) |
Adjusted Compensation and Benefits Expense Ratio is Adjusted Compensation and Benefits Expense as a percentage of total revenue. |
Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense |
||||
|
Three months ended |
|
||
|
|
|
||
(in thousands, except percentages) |
2021 |
|
2020 |
|
Total Revenue |
|
|
|
|
|
|
|
|
|
General and Administrative Expense |
|
|
|
|
Acquisition-related expense |
(308 |
) |
(3,448 |
) |
Restructuring and related expense |
(1,012 |
) |
(936 |
) |
Discontinued programs expense |
— |
|
140 |
|
Other non-recurring expense |
(19 |
) |
(43 |
) |
Initial public offering related expenses |
(316 |
) |
— |
|
Adjusted General and Administrative Expense (1) |
|
|
|
|
General and Administrative Expense Ratio (2) |
7.9 |
% |
8.9 |
% |
Adjusted General and Administrative Expense Ratio (3) |
7.4 |
% |
7.1 |
% |
(1) |
Adjustments to General and Administrative Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Reconciliation of Adjusted EBITDAC to Net Income.” |
|
(2) |
General and Administrative Expense Ratio is General and Administrative Expense as a percentage of total revenue. |
|
(3) |
Adjusted General and Administrative Expense Ratio is Adjusted General and Administrative Expense as a percentage of total revenue. |
|
Six months ended |
|
||
|
|
|
||
(in thousands, except percentages) |
2021 |
|
2020 |
|
Total Revenue |
|
|
|
|
|
|
|
|
|
General and Administrative Expense |
|
|
|
|
Acquisition-related expense |
(2,022 |
) |
(3,991 |
) |
Restructuring and related expense |
(1,821 |
) |
(1,425 |
) |
Discontinued programs expense |
— |
|
97 |
|
Other non-recurring expense |
(354 |
) |
(93 |
) |
Initial public offering related expenses |
(316 |
) |
— |
|
Adjusted General and Administrative Expense (1) |
|
|
|
|
General and Administrative Expense Ratio (2) |
8.3 |
% |
11.1 |
% |
Adjusted General and Administrative Expense Ratio (3) |
7.7 |
% |
9.9 |
% |
(1) |
Adjustments to General and Administrative Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Reconciliation of Adjusted EBITDAC to Net Income.” |
|
(2) |
General and Administrative Expense Ratio is General and Administrative Expense as a percentage of total revenue. |
|
(3) |
Adjusted General and Administrative Expense Ratio is Adjusted General and Administrative Expense as a percentage of total revenue. |
Reconciliation of Adjusted EBITDAC to Net Income |
||||
|
Three months ended |
|
||
|
|
|
||
(in thousands, except percentages) |
2021 |
|
2020 |
|
Total Revenue |
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
Interest expense |
18,986 |
|
6,759 |
|
Income tax expense |
2,332 |
|
1,585 |
|
Depreciation |
1,222 |
|
851 |
|
Amortization |
27,319 |
|
9,118 |
|
Change in contingent consideration |
1,723 |
|
— |
|
EBITDAC |
|
|
|
|
Acquisition-related expense (1) |
308 |
|
4,718 |
|
Acquisition related long-term incentive compensation (2) |
9,082 |
|
532 |
|
Restructuring and related expense (3) |
3,174 |
|
936 |
|
Amortization and expense related to discontinued prepaid incentives (4) |
1,604 |
|
2,481 |
|
Other non-operating loss (income) (5) |
7,890 |
|
(555 |
) |
Equity-based compensation (6) |
3,458 |
|
1,624 |
|
Discontinued programs expense (7) |
— |
|
352 |
|
Other non-recurring expense (8) |
19 |
|
43 |
|
Initial public offering related expenses (9) |
316 |
|
— |
|
(Income) from equity method investments in related party |
(353 |
) |
— |
|
Adjusted EBITDAC (10) |
|
|
|
|
Net Income Margin (11) |
16.3 |
% |
20.3 |
% |
Adjusted EBITDAC Margin (12) |
36.0 |
% |
31.8 |
% |
(1) |
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were |
|
(2) |
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions. |
|
(3) |
Restructuring and related expense consists of compensation and benefits of |
|
(4) |
Amortization and expense related to discontinued prepaid incentive programs – see the 10-Q, Unaudited Note 12. Employee Benefit Plans, Prepaid and Long-Term Incentives. |
|
(5) |
Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B preferred units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See the 10-Q, Unaudited Note 10. Redeemable Preferred Units. For the three months ended |
|
(6) |
Equity-based compensation reflects non-cash equity-based expense. |
|
(7) |
Discontinued programs expense includes |
|
(8) |
Other non-recurring items include one-time professional services costs associated with term debt repricing, and one-time non-income tax charges and tax and accounting consultancy costs associated with potential structure changes. |
|
(9) |
Initial public offering related expenses includes |
|
(10) |
Consolidated Adjusted EBITDAC does not reflect a deduction for the Adjusted EBITDAC associated with the non-controlling interest in Ryan Re. |
|
(11) |
Net Income Margin is Net Income as a percentage of total revenue. |
|
(12) |
Adjusted EBITDAC margin is Adjusted EBITDAC as a percentage of total revenue. |
Six months ended |
|
|||||
|
|
|
||||
(in thousands, except percentages) |
|
2021 |
|
|
2020 |
|
Total Revenue |
$ |
701,470 |
|
$ |
454,516 |
|
|
|
|
|
|
||
Net Income |
$ |
59,606 |
|
$ |
63,205 |
|
Interest expense |
|
39,031 |
|
|
15,436 |
|
Income tax expense |
|
4,566 |
|
|
3,162 |
|
Depreciation |
|
2,422 |
|
|
1,629 |
|
Amortization |
|
55,113 |
|
|
19,149 |
|
Change in contingent consideration |
|
2,313 |
|
|
1,032 |
|
EBITDAC |
$ |
163,051 |
|
$ |
103,6013 |
|
Acquisition-related expense (1) |
|
2,022 |
|
|
5,603 |
|
Acquisition related long-term incentive compensation (2) |
|
18,504 |
|
|
1,064 |
|
Restructuring and related expense (3) |
|
10,172 |
|
|
1,425 |
|
Amortization and expense related to discontinued prepaid incentives (4) |
|
3,682 |
|
|
5,063 |
|
Other non-operating loss (income) (5) |
|
29,336 |
|
|
2,492 |
|
Equity-based compensation (6) |
|
7,888 |
|
|
4,731 |
|
Discontinued programs expense (7) |
|
— |
|
|
395 |
|
Other non-recurring expense (8) |
|
354 |
|
|
93 |
|
Initial public offering related expenses (9) |
|
316 |
|
|
— |
|
(Income) from equity method investments in related party |
|
(434 |
) |
|
(87 |
) |
Adjusted EBITDAC (10) |
$ |
234,891 |
|
$ |
124,392 |
|
Net Income Margin (11) |
|
8.5 |
% |
|
13.9 |
% |
Adjusted EBITDAC Margin (12) |
|
33.5 |
% |
|
27.4 |
% |
(1) |
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were |
|
(2) |
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions |
|
(3) |
Restructuring and related expense consists of compensation and benefits of |
|
(4) |
Amortization and expense related to discontinued prepaid incentive programs – see the 10-Q, Unaudited Note 12. Employee Benefit Plans, Prepaid and Long-Term Incentives. |
|
(5) |
Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B preferred units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See the 10-Q, Unaudited Note 10. Redeemable Preferred Units. For the six months ended |
|
(6) |
Equity-based compensation reflects non-cash equity-based expense. |
|
(7) |
Discontinued programs expense includes |
|
(8) |
Other non-recurring items include one-time professional services costs associated with term debt repricing, and one-time non-income tax charges and tax and accounting consultancy costs associated with potential structure changes. |
|
(9) |
Initial public offering related expenses includes |
|
(10) |
Consolidated Adjusted EBITDAC does not reflect a deduction for the Adjusted EBITDAC associated with the non-controlling interest in Ryan Re. |
|
(11) |
Net Income Margin is Net Income as a percentage of total revenue. |
|
(12) |
Adjusted EBITDAC margin is Adjusted EBITDAC as a percentage of total revenue. |
Reconciliation of Adjusted Net Income to Net Income |
||||||
|
Three months ended |
|
||||
|
|
|
||||
(in thousands, except percentages) |
|
2021 |
|
|
2020 |
|
Total Revenue |
$ |
390,012 |
|
$ |
246,324 |
|
|
|
|
|
|
||
Net Income |
$ |
63,407 |
|
$ |
49,887 |
|
Income tax expense |
|
2,332 |
|
|
1,585 |
|
Amortization |
|
27,319 |
|
|
9,118 |
|
Amortization of deferred issuance costs (1) |
|
2,754 |
|
|
188 |
|
Change in contingent consideration |
|
1,723 |
|
|
— |
|
Acquisition-related expense (2) |
|
308 |
|
|
4,718 |
|
Acquisition related long-term incentive compensation (3) |
|
9,082 |
|
|
532 |
|
Restructuring expense (4) |
|
3,174 |
|
|
936 |
|
Amortization and expense related to discontinued prepaid incentives (5) |
|
1,604 |
|
|
2,481 |
|
Other non-operating loss (income) (6) |
|
7,890 |
|
|
(555 |
) |
Equity-based compensation (7) |
|
3,458 |
|
|
1,624 |
|
Discontinued programs expense (8) |
|
— |
|
|
352 |
|
Other non-recurring expense (9) |
|
19 |
|
|
43 |
|
Initial public offering related expenses (10) |
|
316 |
|
|
— |
|
(Income) / loss from equity method investments in related party |
|
(353 |
) |
|
— |
|
Adjusted Income before Income Taxes |
$ |
123,033 |
|
$ |
70,909 |
|
Adjusted tax expense (11) |
|
(30,758 |
) |
|
(17,728 |
) |
Adjusted Net Income (12) |
$ |
92,275 |
|
$ |
53,181 |
|
Net Income Margin (13) |
|
16.3 |
% |
|
20.3 |
% |
Adjusted Net Income Margin (14) |
|
23.7 |
% |
|
21.6 |
% |
(1) |
Interest Expense includes amortization of deferred issuance costs. |
|
(2) |
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were |
|
(3) |
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions. |
|
(4) |
Restructuring and related expense consists of compensation and benefits of |
|
(5) |
Amortization and expense related to discontinued prepaid incentive programs—see the 10-Q, Unaudited Note 12. Employee Benefit Plans, Prepaid and Long-Term Incentives. |
|
(6)
|
|
Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B preferred units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See the 10-Q, Unaudited Note 10. Redeemable Preferred Units. For the three months ended |
(7) |
Equity-based compensation reflects non-cash equity-based expense. |
|
(8) |
Discontinued programs expense includes |
|
(9) |
Other non-recurring items include one-time professional services costs associated with term debt repricing, and one-time non-income tax charges and tax and accounting consultancy costs associated with potential structure changes. |
|
(10) |
Initial public offering related expenses includes |
|
(11) |
|
|
(12) |
Consolidated Adjusted Net Income does not reflect a deduction for the Adjusted Net Income associated with the non-controlling interest in Ryan Re. |
|
(13) |
Net Income Margin is Net Income as a percentage of total revenue. |
|
(14) |
Adjusted Net Income Margin is Adjusted Net Income as a percentage of total revenue. |
|
Six months ended |
|
||||
|
|
|
||||
(in thousands, except percentages) |
|
2021 |
|
|
2020 |
|
Total Revenue |
$ |
701,470 |
|
$ |
454,516 |
|
|
|
|
|
|
||
Net Income |
$ |
59,606 |
|
$ |
63,205 |
|
Income tax expense |
|
4,566 |
|
|
3,162 |
|
Amortization |
|
55,113 |
|
|
19,149 |
|
Amortization of deferred issuance costs (1) |
|
5,769 |
|
|
693 |
|
Change in contingent consideration |
|
2,313 |
|
|
1,032 |
|
Acquisition-related expense (2) |
|
2,022 |
|
|
5,603 |
|
Acquisition related long-term incentive compensation (3) |
|
18,504 |
|
|
1,064 |
|
Restructuring expense (4) |
|
10,172 |
|
|
1,425 |
|
Amortization and expense related to discontinued prepaid incentives (5) |
|
3,682 |
|
|
5,063 |
|
Other non-operating loss (income) (6) |
|
29,336 |
|
|
2,492 |
|
Equity-based compensation (7) |
|
7,888 |
|
|
4,731 |
|
Discontinued programs expense (8) |
|
— |
|
|
395 |
|
Other non-recurring expense (9) |
|
354 |
|
|
93 |
|
Initial public offering related expenses (10) |
|
316 |
|
|
— |
|
(Income) / loss from equity method investments in related party |
|
(434 |
) |
|
(87 |
) |
Adjusted Income before Income Taxes |
$ |
199,207 |
|
$ |
108,020 |
|
Adjusted tax expense (11) |
|
(49,802 |
) |
|
(27,005 |
) |
Adjusted Net Income (12) |
$ |
149,405 |
|
$ |
81,015 |
|
Net Income Margin (13) |
8.5 |
% |
13.9 |
% |
||
Adjusted Net Income Margin (14) |
|
21.3 |
% |
|
17.8 |
% |
(1) |
Interest Expense includes amortization of deferred issuance costs. |
|
(2) |
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were |
|
(3) |
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions. |
|
(4) |
Restructuring and related expense consists of compensation and benefits of |
|
(5) |
Amortization and expense related to discontinued prepaid incentive programs—see the 10-Q, Unaudited Note 12. Employee Benefit Plans, Prepaid and Long-Term Incentives in the consolidated financial statements. |
|
(6) |
Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B preferred units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See the 10-Q, Unaudited Note 10. Redeemable Preferred Units. Also, in the six months ended |
|
(7) |
Equity-based compensation reflects non-cash equity-based expense. |
|
(8) |
Discontinued programs expense includes |
|
(9) |
Other non-recurring items include one-time professional services costs associated with term debt repricing, and one-time non-income tax charges and tax and accounting consultancy costs associated with potential structure changes. |
|
(10) |
Initial public offering related expenses includes |
|
(11) |
|
|
(12) |
Consolidated Adjusted Net Income does not reflect a deduction for the Adjusted Net Income associated with the non-controlling interest in Ryan Re. |
|
(13) |
Net Income Margin is Net Income as a percentage of total revenue. |
|
(14) |
Adjusted Net Income Margin is Adjusted Net Income as a percentage of total revenue. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20210901005967/en/
Investor Relations
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