Ryan Specialty Reports Fourth Quarter 2023 Results; Initiates Quarterly Dividend
- Total revenue grew 22.5% year-over-year to $532.9 million.
- Organic revenue growth rate of 16.0% year-over-year.
- Net income increased by 27.8% year-over-year to $58.5 million.
- Adjusted EBITDAC grew 24.6% year-over-year to $158.6 million.
- Adjusted Net Income increased 29.6% year over year to $95.7 million.
- Initiated a quarterly cash dividend program to return capital to investors.
- Successful execution of M&A strategy with acquisitions expanding total addressable market.
- Strong balance sheet strength and financial flexibility.
- Full year 2024 outlook: Organic Revenue Growth Rate guidance of 12.0% - 13.5% and Adjusted EBITDAC Margin guidance of 31.0% - 31.5%.
- None.
Insights
The reported financial results for Ryan Specialty Holdings, Inc. indicate robust performance, with significant year-over-year growth in key financial metrics such as Total Revenue, Net Income and Adjusted EBITDAC. The organic revenue growth rate of 16.0% is particularly noteworthy as it suggests the company is expanding its market share through internal initiatives rather than solely relying on acquisitions. The initiation of a quarterly dividend program signals confidence from the board in the company's future cash flows and financial health, which could be attractive to income-focused investors.
From a financial analysis standpoint, the increase in the Adjusted EBITDAC Margin suggests improved operational efficiency. However, it is important to monitor how much of the margin expansion is sustainable versus a result of temporary market conditions. The detailed breakdown of net commissions and fees by specialty provides insight into the company's diverse revenue streams and growth in specific service areas, which is useful for assessing the company's competitive positioning within the insurance sector.
Examining the broader insurance market, Ryan Specialty's performance can be seen as an indicator of the health of the specialty insurance sector. The company's growth in net commissions and fees across all specialties, particularly in the Wholesale Brokerage and Underwriting Management segments, reflects a strong demand for specialized insurance products. This could be due to an increase in complex risks requiring tailored insurance solutions, a trend that may continue with the evolution of new technologies and business practices.
Furthermore, the company's emphasis on M&A strategy and the expansion of its total addressable market through acquisitions such as Castel point to a strategic approach to growth. The ability to integrate these acquisitions effectively and leverage synergies will be crucial for maintaining the growth trajectory and ensuring that the increase in revenue translates to bottom-line performance.
The decision to initiate a dividend program may also reflect the company's strategic response to the current economic climate. In a low-interest-rate environment, the initiation of a dividend can be a sign of a maturing company that is shifting focus from high growth to returning value to shareholders. It will be important to observe how this strategy aligns with the company's long-term investment in growth initiatives, particularly in the face of potential economic headwinds such as inflationary pressures and changes in the regulatory landscape.
Moreover, the company's liquidity position, with Cash and cash equivalents of $838.8 million and the outlook for Organic Revenue Growth Rate and Adjusted EBITDAC Margin for 2024, suggest a stable financial footing. However, it would be prudent for investors to consider the impact of external economic factors on the company's future performance, including interest rate changes and global economic stability, which can influence investment income and claims costs in the insurance industry.
- Total Revenue grew
- Organic Revenue Growth Rate of
- Net Income of
- Adjusted EBITDAC grew
- Adjusted Net Income increased
Fourth Quarter 2023 Highlights
-
Revenue grew
22.5% year-over-year to , compared to$532.9 million in the prior-year period$435.0 million -
Organic Revenue Growth Rate* was
16.0% , compared to10.3% in the prior-year period -
Net Income grew
27.8% year-over-year to , compared to$58.5 million in the prior-year period. Diluted Earnings per Share was$45.8 million $0.18 -
Adjusted EBITDAC* increased
24.6% to , compared to$158.6 million in the prior-year period$127.3 million -
Adjusted EBITDAC Margin* of
29.8% , compared to29.3% in the prior-year period -
Adjusted Net Income* increased
29.6% to , compared to$95.7 million in the prior-year period$73.8 million -
Adjusted Diluted Earnings per Share* increased
29.6% % to , compared to$0.35 in the prior-year period$0.27
Full Year 2023 Highlights
-
Revenue grew
20.4% year-over-year to , compared to$2,077.5 million in the prior-year$1,725.2 million -
Organic Revenue Growth Rate* was
15.0% , compared to16.4% in the prior-year -
Net Income grew
19.1% year-over-year to , compared to$194.5 million in the prior-year$163.3 million -
Diluted Earnings per Share was
$0.52 -
Adjusted EBITDAC* increased
20.7% to , compared to$624.7 million in the prior-year$517.4 million -
Adjusted EBITDAC Margin* of
30.1% , compared to30.0% in the prior-year -
Adjusted Net Income* increased
20.4% to , compared to$375.6 million in the prior-year$312.0 million -
Adjusted Diluted Earnings per Share* increased
20.0% to , compared to$1.38 in the prior-year$1.15
“Our fourth quarter results capped off another great year, in which we delivered
Summary of Fourth Quarter 2023 Results |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Change |
|
||||||||||
(in thousands, except percentages and per share data) |
|
2023 |
|
|
2022 |
|
|
$ |
|
|
% |
|
||||
GAAP financial measures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
532,863 |
|
|
$ |
435,015 |
|
|
$ |
97,848 |
|
|
|
22.5 |
% |
Compensation and benefits |
|
|
331,735 |
|
|
|
270,542 |
|
|
|
61,193 |
|
|
|
22.6 |
|
General and administrative |
|
|
73,586 |
|
|
|
57,120 |
|
|
|
16,466 |
|
|
|
28.8 |
|
Total operating expenses |
|
|
436,526 |
|
|
|
355,766 |
|
|
|
80,760 |
|
|
|
22.7 |
|
Operating income |
|
|
96,337 |
|
|
|
79,249 |
|
|
|
17,088 |
|
|
|
21.6 |
|
Net income |
|
|
58,503 |
|
|
|
45,782 |
|
|
|
12,721 |
|
|
|
27.8 |
|
Net income attributable to Ryan Specialty Holdings, Inc. |
|
|
22,846 |
|
|
|
17,895 |
|
|
|
4,951 |
|
|
|
27.7 |
|
Compensation and benefits expense ratio (1) |
|
|
62.3 |
% |
|
|
62.2 |
% |
|
|
|
|
|
|
||
General and administrative expense ratio (2) |
|
|
13.8 |
% |
|
|
13.1 |
% |
|
|
|
|
|
|
||
Net income margin (3) |
|
|
11.0 |
% |
|
|
10.5 |
% |
|
|
|
|
|
|
||
Earnings per share (4) |
|
$ |
0.19 |
|
|
$ |
0.16 |
|
|
|
|
|
|
|
||
Diluted earnings per share (4) |
|
$ |
0.18 |
|
|
$ |
0.14 |
|
|
|
|
|
|
|
||
Non-GAAP financial measures* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Organic revenue growth rate |
|
|
16.0 |
% |
|
|
10.3 |
% |
|
|
|
|
|
|
||
Adjusted compensation and benefits expense |
|
$ |
310,416 |
|
|
$ |
252,571 |
|
|
$ |
57,845 |
|
|
|
23 |
% |
Adjusted compensation and benefits expense ratio |
|
|
58.3 |
% |
|
|
58.1 |
% |
|
|
|
|
|
|
||
Adjusted general and administrative expense |
|
$ |
63,862 |
|
|
$ |
55,182 |
|
|
$ |
8,680 |
|
|
|
15.7 |
% |
Adjusted general and administrative expense ratio |
|
|
12.0 |
% |
|
|
12.7 |
% |
|
|
|
|
|
|
||
Adjusted EBITDAC |
|
$ |
158,585 |
|
|
$ |
127,262 |
|
|
$ |
31,323 |
|
|
|
24.6 |
% |
Adjusted EBITDAC margin |
|
|
29.8 |
% |
|
|
29.3 |
% |
|
|
|
|
|
|
||
Adjusted net income |
|
$ |
95,672 |
|
|
$ |
73,833 |
|
|
$ |
21,839 |
|
|
|
29.6 |
% |
Adjusted net income margin |
|
|
18.0 |
% |
|
|
17.0 |
% |
|
|
|
|
|
|
||
Adjusted diluted earnings per share |
|
$ |
0.35 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
* 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, Adjusted net income margin, and Adjusted diluted earnings per share to the most directly comparable GAAP measure, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
- Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue.
- General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.
- Net income margin is defined as Net income divided by Total revenue.
- See “Note 12, Earnings (Loss) Per Share” of the annual consolidated financial statements.
Ryan Specialty Initiates Quarterly Dividend
Today, Ryan Specialty’s board of directors (“Board”) declared a one-time special cash dividend of
The special dividend of
Fourth Quarter 2023 Review*
Total revenue for the fourth quarter of 2023 was
Total operating expenses for the fourth quarter of 2023 were
Net income for the fourth quarter of 2023 increased
Adjusted EBITDAC grew
Adjusted net income for the fourth quarter of 2023 increased
* 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 directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
Fourth Quarter and Year to Date 2023 Net Commissions and Fees by Specialty
Growth in Net commissions and fees in all specialties was primarily driven by solid organic growth.
|
|
Three Months Ended December 31, |
|
|
Period over Period |
|||||||||||||||||||
(in thousands, except percentages) |
|
2023 |
|
|
% of
|
|
|
2022 |
|
|
% of
|
|
|
Change |
||||||||||
Wholesale Brokerage |
|
$ |
342,718 |
|
|
|
66.1 |
% |
|
$ |
287,968 |
|
|
|
67.4 |
% |
|
$ |
54,750 |
|
|
|
19.0 |
% |
Binding Authority |
|
|
67,414 |
|
|
|
13.0 |
|
|
|
52,697 |
|
|
|
12.3 |
|
|
|
14,717 |
|
|
|
27.9 |
|
Underwriting Management |
|
|
108,586 |
|
|
|
20.9 |
|
|
|
86,737 |
|
|
|
20.3 |
|
|
|
21,849 |
|
|
|
25.2 |
|
Total Net commissions and fees |
|
$ |
518,718 |
|
|
|
|
|
$ |
427,402 |
|
|
|
|
|
$ |
91,316 |
|
|
|
21.4 |
% |
|
|
Year Ended December 31, |
|
|
Period over Period |
|||||||||||||||||||
(in thousands, except percentages) |
|
2023 |
|
|
% of
|
|
|
2022 |
|
|
% of
|
|
|
Change |
||||||||||
Wholesale Brokerage |
|
$ |
1,319,056 |
|
|
|
65.1 |
% |
|
$ |
1,129,241 |
|
|
|
66.0 |
% |
|
$ |
189,815 |
|
|
|
16.8 |
% |
Binding Authority |
|
|
275,961 |
|
|
|
13.6 |
|
|
|
231,048 |
|
|
|
13.5 |
|
|
|
44,913 |
|
|
|
19.4 |
|
Underwriting Management |
|
|
431,579 |
|
|
|
21.3 |
|
|
|
351,572 |
|
|
|
20.5 |
|
|
|
80,007 |
|
|
|
22.8 |
|
Total Net commissions and fees |
|
$ |
2,026,596 |
|
|
|
|
|
$ |
1,711,861 |
|
|
|
|
|
$ |
314,735 |
|
|
|
18.4 |
% |
Liquidity and Financial Condition
As of December 31, 2023, the Company had Cash and cash equivalents of
Full Year 2024 Outlook*
The Company is initiating its full year 2024 outlook for both Organic Revenue Growth Rate and Adjusted EBITDAC Margin as follows:
-
Organic Revenue Growth Rate guidance for full year 2024 to be between
12.0% -13.5% -
Adjusted EBITDAC Margin guidance for full year 2024 to be between
31.0% -31.5%
The Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin 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.
* For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
Conference Call Information
Ryan Specialty will host a conference call today at 5:00 PM ET to discuss these results. A live audio webcast of the conference call will be available on the Company’s website at ryanspecialty.com in its Investors section.
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 ryanspecialty.com in its Investors section for one year following the call.
About Ryan Specialty
Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development, administration, and risk management services by acting as a wholesale broker and a managing underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.
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 and 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, its plans, anticipated amount and timing of cost savings relating to the ACCELERATE 2025 program, or its plans and objectives for future operations, growth initiatives, or strategies and the statements under the caption “Full Year 2023 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 Securities and Exchange Commission (“SEC”) that include, but are not limited to: the Company’s potential failure to develop a succession plan for the senior management team, including Patrick G. Ryan; the Company’s failure to recruit and retain revenue producers; the impact of breaches in security that cause significant system or network disruptions; the impact of improper disclosure of confidential, personal or proprietary data; the potential loss of the Company’s relationships with insurance carriers or its clients, becoming dependent upon a limited number of insurance carriers or clients or the failure to develop new insurance carrier and client relationships; the potential that the Company’s underwriting models contain errors or are otherwise ineffective; any damage to the Company’s reputation; the Company's failure to achieve the intended results of our restructuring program, ACCELERATE 2025; any failure to maintain the valuable aspects of our Company’s culture; the Company's inability to successfully recover upon experiencing a disaster or other business continuity problem; the impact of third parties that perform key functions of the Company's business operations acting in ways that harm our business; the cyclicality of, and the economic conditions in, the markets in which the Company operates; conditions that result in reduced insurer capacity; significant competitive pressures in each of the Company’s businesses; decreases in the premiums or commission rates set by insurers, or actions by insurers seeking repayment of commissions; decreases in the amounts of supplemental or contingent commissions the Company receives; the Company’s inability to collect its receivables; decreases in current market share as a result of disintermediation within the insurance industry; impairment of goodwill; the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a contagious disease and resulting governmental and societal responses; the inability to maintain rapid growth or to generate sufficient revenue to achieve and maintain profitability; the impact if the Company’s MGU programs are terminated or changed; the risks associated with the evaluation of potential acquisitions and the integration of acquired businesses as well as introduction of new products, lines of business and markets; the occurrence of natural or man-made disasters; being subject to E&O claims as well as other contingencies and legal proceedings; not being able to generate sufficient cash flow to service all of the Company’s indebtedness and being forced to take other actions to satisfy its obligations under such indebtedness; the impact of being unable to refinance the Company’s indebtedness; and risks relating to the Company's organizational structure that could result in conflicts of interest between the holders of the LLC units and the holders of our Class A common stock.
For more detail on the risk factors that may affect the Company’s results, see the section entitled ‘‘Risk Factors’’ in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release and on the related earnings call relate only to events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.
Non-GAAP Financial Measures and Key Performance Indicators
In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated financial statements prepared in accordance with GAAP. The Company considers 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 positions, depreciation, amortization, and certain other items that the Company believes are not representative of its core business. The Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative to that of its competitors, to help investors to understand the nature of the Company's growth, and to enable investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and presented in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K filed with the SEC. Industry peers may provide similar supplemental information but may not define similarly-named metrics in the same way and may not make identical adjustments.
Organic revenue growth rate: Organic revenue growth rate is defined as the percentage change in Total revenue, as compared to the prior-year period, 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 the impact of changes in foreign exchange rates. The most directly comparable GAAP financial metric is Total revenue growth rate.
Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as 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 directly comparable GAAP financial metric is Compensation and benefits expense.
Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative expense.
Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is Compensation and benefits expense ratio.
Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is General and administrative expense ratio.
Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense (benefit), 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. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises from long-term incentive plans associated with acquisitions. In 2023, Restructuring and related expense consisted of compensation and benefits, occupancy, contractors, professional services, and license fees related to the ACCELERATE 2025 program. The compensation and benefits expense included severance as well as employment costs related to services rendered between the notification and termination dates. See “Note 5, Restructuring” of the annual consolidated financial statements for further discussion of ACCELERATE 2025. The remaining costs that preceded the restructuring plan were associated with professional services costs related to program design and licensing costs. In 2022, Restructuring and related expense represented costs associated with the 2020 restructuring plan. Amortization and expense consisted of charges related to discontinued prepaid incentive programs. For the three months and year ended December 31, 2023, Other non-operating (income) loss included a
Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-related expenses, costs associated with our Initial Public Offering (the “IPO”), 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 directly comparable GAAP financial metric is Net income margin.
Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided by diluted shares outstanding after adjusting for the effect if
The reconciliations of the above non-GAAP measures to each of their most directly comparable GAAP financial measure are set forth in the reconciliation tables accompanying this release.
With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year 2024 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 margin 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) |
||||||||||||||||
|
|
Three Months Ended
|
|
|
Year Ended
|
|
||||||||||
(in thousands, except percentages and per share data) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net commissions and fees |
|
$ |
518,718 |
|
|
$ |
427,402 |
|
|
$ |
2,026,596 |
|
|
$ |
1,711,861 |
|
Fiduciary investment income |
|
|
14,145 |
|
|
|
7,613 |
|
|
|
50,953 |
|
|
|
13,332 |
|
Total revenue |
|
$ |
532,863 |
|
|
$ |
435,015 |
|
|
$ |
2,077,549 |
|
|
$ |
1,725,193 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
|
331,735 |
|
|
|
270,542 |
|
|
|
1,321,029 |
|
|
|
1,128,981 |
|
General and administrative |
|
|
73,586 |
|
|
|
57,120 |
|
|
|
276,181 |
|
|
|
196,971 |
|
Amortization |
|
|
27,674 |
|
|
|
25,038 |
|
|
|
106,799 |
|
|
|
103,601 |
|
Depreciation |
|
|
2,468 |
|
|
|
1,787 |
|
|
|
9,038 |
|
|
|
5,690 |
|
Change in contingent consideration |
|
|
1,063 |
|
|
|
1,279 |
|
|
|
5,421 |
|
|
|
442 |
|
Total operating expenses |
|
$ |
436,526 |
|
|
$ |
355,766 |
|
|
$ |
1,718,468 |
|
|
$ |
1,435,685 |
|
OPERATING INCOME |
|
$ |
96,337 |
|
|
$ |
79,249 |
|
|
$ |
359,081 |
|
|
$ |
289,508 |
|
Interest expense, net |
|
|
29,667 |
|
|
|
29,367 |
|
|
|
119,507 |
|
|
|
104,829 |
|
Loss (income) from equity method investment in
|
|
|
(2,849 |
) |
|
|
— |
|
|
|
(8,731 |
) |
|
|
414 |
|
Other non-operating (income) loss |
|
|
10,343 |
|
|
|
(1,759 |
) |
|
|
10,380 |
|
|
|
5,073 |
|
INCOME BEFORE INCOME TAXES |
|
$ |
59,176 |
|
|
$ |
51,641 |
|
|
$ |
237,925 |
|
|
$ |
179,192 |
|
Income tax expense |
|
|
673 |
|
|
|
5,859 |
|
|
|
43,445 |
|
|
|
15,935 |
|
NET INCOME |
|
$ |
58,503 |
|
|
$ |
45,782 |
|
|
$ |
194,480 |
|
|
$ |
163,257 |
|
GAAP financial measures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
532,863 |
|
|
$ |
435,015 |
|
|
$ |
2,077,549 |
|
|
$ |
1,725,193 |
|
Compensation and benefits |
|
|
331,735 |
|
|
|
270,542 |
|
|
|
1,321,029 |
|
|
|
1,128,981 |
|
General and administrative |
|
|
73,586 |
|
|
|
57,120 |
|
|
|
276,181 |
|
|
|
196,971 |
|
Net income |
|
|
58,503 |
|
|
|
45,782 |
|
|
|
194,480 |
|
|
|
163,257 |
|
Compensation and benefits expense ratio |
|
|
62.3 |
% |
|
|
62.2 |
% |
|
|
63.6 |
% |
|
|
65.4 |
% |
General and administrative expense ratio |
|
|
13.8 |
% |
|
|
13.1 |
% |
|
|
13.3 |
% |
|
|
11.4 |
% |
Net income margin |
|
|
11.0 |
% |
|
|
10.5 |
% |
|
|
9.4 |
% |
|
|
9.5 |
% |
Earnings per share |
|
$ |
0.19 |
|
|
$ |
0.16 |
|
|
$ |
0.53 |
|
|
$ |
0.57 |
|
Diluted earnings per share |
|
$ |
0.18 |
|
|
$ |
0.14 |
|
|
$ |
0.52 |
|
|
$ |
0.52 |
|
Non-GAAP Financial Measures (Unaudited) |
|||||||||||||||
|
Three Months Ended
|
|
|
Year Ended December 31, |
|
||||||||||
(in thousands, except percentages and per share data) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Non-GAAP financial measures* |
|
|
|
|
|
|
|
|
|
|
|
||||
Organic revenue growth rate |
|
16.0 |
% |
|
|
10.3 |
% |
|
|
15.0 |
% |
|
|
16.4 |
% |
Adjusted compensation and benefits expense |
$ |
310,416 |
|
|
$ |
252,571 |
|
|
$ |
1,222,342 |
|
|
$ |
1,021,823 |
|
Adjusted compensation and benefits expense ratio |
|
58.3 |
% |
|
|
58.1 |
% |
|
|
58.8 |
% |
|
|
59.2 |
% |
Adjusted general and administrative expense |
$ |
63,862 |
|
|
$ |
55,182 |
|
|
$ |
230,467 |
|
|
$ |
185,956 |
|
Adjusted general and administrative expense ratio |
|
12.0 |
% |
|
|
12.7 |
% |
|
|
11.1 |
% |
|
|
10.8 |
% |
Adjusted EBITDAC |
$ |
158,585 |
|
|
$ |
127,262 |
|
|
$ |
624,740 |
|
|
$ |
517,414 |
|
Adjusted EBITDAC margin |
|
29.8 |
% |
|
|
29.3 |
% |
|
|
30.1 |
% |
|
|
30.0 |
% |
Adjusted net income |
$ |
95,672 |
|
|
$ |
73,833 |
|
|
$ |
375,582 |
|
|
$ |
311,991 |
|
Adjusted net income margin |
|
18.0 |
% |
|
|
17.0 |
% |
|
|
18.1 |
% |
|
|
18.1 |
% |
Adjusted diluted earnings per share |
$ |
0.35 |
|
|
$ |
0.27 |
|
|
$ |
1.38 |
|
|
$ |
1.15 |
|
Consolidated Balance Sheets (Unaudited) |
||||||||
(in thousands, except share and per share data) |
|
December 31, 2023 |
|
|
December 31, 2022 |
|
||
ASSETS |
|
|
|
|
|
|
||
CURRENT ASSETS |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
838,790 |
|
|
$ |
992,723 |
|
Commissions and fees receivable – net |
|
|
294,195 |
|
|
|
231,423 |
|
Fiduciary cash and receivables |
|
|
3,131,660 |
|
|
|
2,611,647 |
|
Prepaid incentives – net |
|
|
8,718 |
|
|
|
8,584 |
|
Other current assets |
|
|
62,229 |
|
|
|
49,690 |
|
Total current assets |
|
$ |
4,335,592 |
|
|
$ |
3,894,067 |
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
||
Goodwill |
|
|
1,646,482 |
|
|
|
1,314,984 |
|
Customer relationships |
|
|
572,416 |
|
|
|
457,131 |
|
Other intangible assets |
|
|
38,254 |
|
|
|
29,313 |
|
Prepaid incentives – net |
|
|
15,103 |
|
|
|
20,792 |
|
Equity method investment in related party |
|
|
46,099 |
|
|
|
38,514 |
|
Property and equipment – net |
|
|
42,427 |
|
|
|
31,271 |
|
Lease right-of-use assets |
|
|
127,708 |
|
|
|
143,870 |
|
Deferred tax assets |
|
|
383,816 |
|
|
|
396,814 |
|
Other non-current assets |
|
|
39,312 |
|
|
|
56,987 |
|
Total non-current assets |
|
$ |
2,911,617 |
|
|
$ |
2,489,676 |
|
TOTAL ASSETS |
|
$ |
7,247,209 |
|
|
$ |
6,383,743 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
CURRENT LIABILITIES |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
$ |
136,340 |
|
|
$ |
119,022 |
|
Accrued compensation |
|
|
419,560 |
|
|
|
350,369 |
|
Operating lease liabilities |
|
|
21,369 |
|
|
|
22,744 |
|
Short-term debt and current portion of long-term debt |
|
|
35,375 |
|
|
|
30,587 |
|
Fiduciary liabilities |
|
|
3,131,660 |
|
|
|
2,611,647 |
|
Total current liabilities |
|
$ |
3,744,304 |
|
|
$ |
3,134,369 |
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
||
Accrued compensation |
|
|
24,917 |
|
|
|
10,048 |
|
Operating lease liabilities |
|
|
154,457 |
|
|
|
151,944 |
|
Long-term debt |
|
|
1,943,837 |
|
|
|
1,951,900 |
|
Tax Receivable Agreement liabilities |
|
|
358,898 |
|
|
|
295,347 |
|
Other non-current liabilities |
|
|
41,152 |
|
|
|
22,323 |
|
Total non-current liabilities |
|
$ |
2,523,261 |
|
|
$ |
2,431,562 |
|
TOTAL LIABILITIES |
|
$ |
6,267,565 |
|
|
$ |
5,565,931 |
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Class A common stock ( |
|
|
119 |
|
|
|
112 |
|
Class B common stock ( |
|
|
142 |
|
|
|
147 |
|
Class X common stock ( |
|
|
— |
|
|
|
— |
|
Preferred stock ( |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
441,997 |
|
|
|
418,123 |
|
Retained earnings |
|
|
114,420 |
|
|
|
53,988 |
|
Accumulated other comprehensive income |
|
|
3,076 |
|
|
|
6,035 |
|
Total stockholders' equity attributable to Ryan Specialty Holdings, Inc. |
|
$ |
559,754 |
|
|
$ |
478,405 |
|
Non-controlling interests |
|
|
419,890 |
|
|
|
339,407 |
|
Total stockholders' equity |
|
$ |
979,644 |
|
|
$ |
817,812 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
7,247,209 |
|
|
$ |
6,383,743 |
|
Consolidated Statements of Cash Flows (Unaudited) |
||||||||
|
|
Year Ended December 31, |
||||||
(in thousands) |
|
2023 |
|
|
2022 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|||
Net income |
|
$ |
194,480 |
|
|
$ |
163,257 |
|
Adjustments to reconcile net income to cash flows provided by operating activities: |
|
|
|
|
|
|||
Loss (income) from equity method investment in related party |
|
|
(8,731 |
) |
|
|
414 |
|
Amortization |
|
|
106,799 |
|
|
|
103,601 |
|
Depreciation |
|
|
9,038 |
|
|
|
5,690 |
|
Prepaid and deferred compensation expense |
|
|
12,192 |
|
|
|
28,831 |
|
Non-cash equity-based compensation |
|
|
69,743 |
|
|
|
77,480 |
|
Amortization of deferred debt issuance costs |
|
|
12,172 |
|
|
|
12,054 |
|
Amortization of interest rate cap premium |
|
|
6,955 |
|
|
|
4,636 |
|
Deferred income tax expense (benefit) |
|
|
7,134 |
|
|
|
8,986 |
|
Deferred income tax expense from common control reorganizations |
|
|
18,356 |
|
|
|
— |
|
Loss on extinguishment of existing debt |
|
|
— |
|
|
|
— |
|
Loss on Tax Receivable Agreement |
|
|
11,170 |
|
|
|
5,553 |
|
Changes in operating assets and liabilities, net of acquisitions: |
|
|
|
|
|
|||
Commissions and fees receivable – net |
|
|
(44,185 |
) |
|
|
(20,370 |
) |
Accrued interest liability |
|
|
934 |
|
|
|
7,776 |
|
Other current assets and accrued liabilities |
|
|
40,360 |
|
|
|
(63,659 |
) |
Other non-current assets and accrued liabilities |
|
|
40,786 |
|
|
|
1,265 |
|
Total cash flows provided by operating activities |
|
$ |
477,203 |
|
|
$ |
335,514 |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|||
Business combinations - net of cash acquired and cash held in a fiduciary capacity |
|
|
(446,682 |
) |
|
|
— |
|
Asset acquisitions |
|
|
— |
|
|
|
(7,714 |
) |
Repayments of prepaid incentives |
|
|
228 |
|
|
|
337 |
|
Capital expenditures |
|
|
(29,776 |
) |
|
|
(15,043 |
) |
Total cash flows used in investing activities |
|
$ |
(476,230 |
) |
|
$ |
(22,420 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|||
Proceeds from senior secured notes |
|
|
— |
|
|
|
394,000 |
|
Payment of interest rate cap premium, net |
|
|
— |
|
|
|
(23,326 |
) |
Repayment of term debt |
|
|
(16,500 |
) |
|
|
(16,500 |
) |
Debt issuance costs paid |
|
|
— |
|
|
|
(2,369 |
) |
Finance lease and other costs paid |
|
|
— |
|
|
|
(36 |
) |
Payment of contingent consideration |
|
|
(4,477 |
) |
|
|
(6,241 |
) |
Purchase of remaining interest in Ryan Re |
|
|
— |
|
|
|
— |
|
Repurchase of preferred equity |
|
|
— |
|
|
|
— |
|
Tax distributions to LLC unitholders |
|
|
(71,674 |
) |
|
|
(39,883 |
) |
Equity repurchases from pre-IPO unitholders |
|
|
— |
|
|
|
— |
|
Repurchase of Class A common stock in the IPO |
|
|
— |
|
|
|
— |
|
Repurchase of pre-IPO LLC Units and payment of Alternative TRA Payments |
|
|
— |
|
|
|
— |
|
Issuance of Class A common stock in the IPO, net of offering costs paid |
|
|
— |
|
|
|
— |
|
Repayment of unsecured promissory notes |
|
|
— |
|
|
|
— |
|
Receipt of taxes related to net share settlement of equity awards |
|
|
7,811 |
|
|
|
7,168 |
|
Taxes paid related to net share settlement of equity awards |
|
|
(8,785 |
) |
|
|
(7,168 |
) |
Payment of Tax Receivable Agreement liabilities |
|
|
(16,206 |
) |
|
|
(8,309 |
) |
Net change in fiduciary liabilities |
|
|
97,221 |
|
|
|
17,420 |
|
Total cash flows provided by (used in) financing activities |
|
$ |
(12,610 |
) |
|
$ |
314,756 |
|
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held
|
|
|
584 |
|
|
|
(126 |
) |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY
|
|
$ |
(11,053 |
) |
|
$ |
627,724 |
|
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—
|
|
|
1,767,385 |
|
|
|
1,139,661 |
|
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Ending
|
|
$ |
1,756,332 |
|
|
$ |
1,767,385 |
|
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity |
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
838,790 |
|
|
$ |
992,723 |
|
Cash and cash equivalents held in a fiduciary capacity |
|
|
917,542 |
|
|
|
774,662 |
|
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity |
|
$ |
1,756,332 |
|
|
$ |
1,767,385 |
|
Reconciliation of Organic Revenue Growth Rate to Total Revenue Growth Rate |
||||||||||||||||
|
|
Three Months Ended |
|
Year Ended |
||||||||||||
|
|
December 31, |
|
December 31, |
||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Total Revenue Growth Rate (GAAP) (1) |
|
|
22.5 |
% |
|
|
14.9 |
% |
|
|
20.4 |
% |
|
|
20.4 |
% |
Less: Mergers and Acquisitions (2) |
|
|
(4.3 |
) |
|
|
(2.2 |
) |
|
|
(2.8 |
) |
|
|
(2.8 |
) |
Change in Other (3) |
|
|
(2.2 |
) |
|
|
(2.4 |
) |
|
|
(2.6 |
) |
|
|
(1.2 |
) |
Organic Revenue Growth Rate (Non-
|
|
|
16.0 |
% |
|
|
10.3 |
% |
|
|
15.0 |
% |
|
|
16.4 |
% |
-
For the three months ended December 31, 2023, December 31, 2023 revenue of
less December 31, 2022 revenue of$532.9 million is a$435.0 million period-over-period change. The change,$97.8 million , divided by the December 31, 2022 revenue of$97.8 million , is a total revenue change of$435.0 million 22.5% . For the three months ended December 31, 2022, December 31, 2022 revenue of less December 31, 2021 revenue of$435.0 million is a$378.5 million period-over-period change. The change,$56.5 million , divided by the December 31, 2021 revenue of$56.5 million , is a total revenue change of$378.5 million 14.9% . For the year ended December 31, 2023, December 31, 2023 revenue of less December 31, 2022 revenue of$2,077.5 million is a$1,725.2 million period-over-period change. The change,$352.4 million , divided by December 31, 2022 revenue of$352.4 million , is a total revenue change of$1,725.2 million 20.4% . For the year ended December 31, 2022, December 31, 2022 revenue of less December 31, 2021 revenue of$1,725.2 million is a$1,432.8 million period-over-period change. The change,$292.4 million , divided by the December 31, 2021 revenue of$292.4 million , is a total revenue change of$1,432.8 million 20.4% . -
The 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 December 31, 2023 and 2022 was
and$18.6 million , respectively. The total adjustment for the year ended December 31, 2023 and 2022 was$8.5 million and$48.2 million , respectively.$40.0 million -
The other adjustments exclude the period-over-period change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the three months ended December 31, 2023 and 2022 was
and$9.6 million , respectively. The total adjustment for the year ended December 31, 2023 and 2022 was$8.9 million and$44.6 million , respectively.$16.0 million
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense |
|||||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
||||||||||||||
|
|
December 31, |
|
|
December 31, |
||||||||||||||
(in thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
||||||||
Total Revenue |
|
$ |
532,863 |
|
|
|
$ |
435,015 |
|
|
|
$ |
2,077,549 |
|
|
|
$ |
1,725,193 |
|
Compensation and Benefits Expense |
|
$ |
331,735 |
|
|
|
$ |
270,542 |
|
|
|
$ |
1,321,029 |
|
|
|
$ |
1,128,981 |
|
Acquisition-related expense |
|
|
(856 |
) |
|
|
— |
|
|
|
|
(4,186 |
) |
|
|
(122 |
) |
||
Acquisition related long-term incentive compensation (1) |
|
|
6,036 |
|
|
|
|
88 |
|
|
|
|
4,334 |
|
|
|
|
(22,093 |
) |
Restructuring and related expense |
|
|
(9,244 |
) |
|
|
— |
|
|
|
|
(22,651 |
) |
|
|
(724 |
) |
||
Amortization and expense related to discontinued prepaid
|
|
|
(1,648 |
) |
|
|
(1,663 |
) |
|
|
(6,441 |
) |
|
|
(6,738 |
) |
|||
Equity-based compensation |
|
|
(7,940 |
) |
|
|
(5,380 |
) |
|
|
(31,047 |
) |
|
|
(23,390 |
) | |||
IPO related expenses |
|
|
(7,667 |
) |
|
|
(11,016 |
) |
|
|
(38,696 |
) |
|
|
(54,091 |
) |
|||
Adjusted Compensation and Benefits Expense (2) |
|
$ |
310,416 |
|
|
|
$ |
252,571 |
|
|
|
$ |
1,222,342 |
|
|
|
$ |
1,021,823 |
|
Compensation and Benefits Expense Ratio |
|
|
62.3 |
% |
|
|
62.2 |
% |
|
|
63.6 |
% |
|
|
65.4 |
% |
|||
Adjusted Compensation and Benefits Expense Ratio |
|
|
58.3 |
% |
|
|
58.1 |
% |
|
|
58.8 |
% |
|
|
59.2 |
% |
-
In the fourth quarter of 2023, Acquisition related long-term incentive compensation includes a
expense reversal related to the claw back of an All Risks LTIP payment from a terminated employee.$6.8 million - Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”
Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense |
|||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
||||||||||||
|
|
December 31, |
|
|
December 31, |
||||||||||||
(in thousands, except percentages) |
|
2023 |
|
2022 |
|
|
2023 |
|
|
2022 |
|||||||
Total Revenue |
|
$ |
532,863 |
|
|
$ |
435,015 |
|
|
|
$ |
2,077,549 |
|
|
$ |
1,725,193 |
|
General and Administrative Expense |
|
$ |
73,586 |
|
|
$ |
57,120 |
|
|
|
$ |
276,181 |
|
|
$ |
196,971 |
|
Acquisition-related expense |
|
|
(6,891 |
) |
|
|
(1,710 |
) |
|
|
(19,088 |
) |
|
|
(4,477 |
) |
|
Restructuring and related expense |
|
|
(2,833 |
) |
|
|
— |
|
|
|
|
(26,626 |
) |
|
|
(4,993 |
) |
IPO related expenses |
|
|
— |
|
|
|
(228 |
) |
|
|
— |
|
|
|
(1,545 |
) |
|
Adjusted General and Administrative Expense (1) |
|
$ |
63,862 |
|
|
$ |
55,182 |
|
|
|
$ |
230,467 |
|
|
$ |
185,956 |
|
General and Administrative Expense Ratio |
|
|
13.8 |
% |
|
|
13.1 |
% |
|
|
13.3 |
% |
|
|
11.4 |
% |
|
Adjusted General and Administrative Expense Ratio |
|
|
12.0 |
% |
|
|
12.7 |
% |
|
|
11.1 |
% |
|
|
10.8 |
% |
- Adjustments made to General and administrative expense are described in definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”
Reconciliation of Adjusted EBITDAC to Net Income |
|||||||||||||||||||
|
|
Three Months Ended |
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, |
|
|
December 31, |
|
|||||||||||||
(in thousands, except percentages) |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|||||||
Total Revenue |
|
$ |
532,863 |
|
|
|
$ |
435,015 |
|
|
|
$ |
2,077,549 |
|
|
|
$ |
1,725,193 |
|
Net Income |
|
$ |
58,503 |
|
|
|
$ |
45,782 |
|
|
|
$ |
194,480 |
|
|
|
$ |
163,257 |
|
Interest expense, net |
|
|
29,667 |
|
|
|
|
29,367 |
|
|
|
|
119,507 |
|
|
|
|
104,829 |
|
Income tax expense |
|
|
673 |
|
|
|
|
5,859 |
|
|
|
|
43,445 |
|
|
|
|
15,935 |
|
Depreciation |
|
|
2,468 |
|
|
|
|
1,787 |
|
|
|
|
9,038 |
|
|
|
|
5,690 |
|
Amortization |
|
|
27,674 |
|
|
|
|
25,038 |
|
|
|
|
106,799 |
|
|
|
|
103,601 |
|
Change in contingent consideration |
|
|
1,063 |
|
|
|
|
1,279 |
|
|
|
|
5,421 |
|
|
|
|
442 |
|
EBITDAC |
|
$ |
120,048 |
|
|
|
$ |
109,112 |
|
|
|
$ |
478,690 |
|
|
|
$ |
393,754 |
|
Acquisition-related expense |
|
|
7,747 |
|
|
|
|
1,710 |
|
|
|
|
23,274 |
|
|
|
|
4,599 |
|
Acquisition related long-term incentive compensation
|
|
|
(6,036 |
) |
|
|
(88 |
) |
|
|
(4,334 |
) |
|
|
22,093 |
|
|||
Restructuring and related expense |
|
|
12,077 |
|
|
|
|
— |
|
|
|
|
49,277 |
|
|
|
|
5,717 |
|
Amortization and expense related to discontinued
|
|
|
1,648 |
|
|
|
|
1,663 |
|
|
|
|
6,441 |
|
|
|
|
6,738 |
|
Other non-operating loss (income) |
|
|
10,343 |
|
|
|
|
(1,759 |
) |
|
|
10,380 |
|
|
|
|
5,073 |
|
|
Equity-based compensation |
|
|
7,940 |
|
|
|
|
5,380 |
|
|
|
|
31,047 |
|
|
|
|
23,390 |
|
IPO related expenses |
|
|
7,667 |
|
|
|
|
11,244 |
|
|
|
|
38,696 |
|
|
|
|
55,636 |
|
(Income) / loss from equity method investments in
|
|
|
(2,849 |
) |
|
|
— |
|
|
|
|
(8,731 |
) |
|
|
414 |
|
||
Adjusted EBITDAC (2) |
|
$ |
158,585 |
|
|
|
$ |
127,262 |
|
|
|
$ |
624,740 |
|
|
|
$ |
517,414 |
|
Net Income Margin |
|
|
11.0 |
% |
|
|
10.5 |
% |
|
|
|
9.4 |
% |
|
|
9.5 |
% |
||
Adjusted EBITDAC Margin |
|
|
29.8 |
% |
|
|
29.3 |
% |
|
|
30.1 |
% |
|
|
30.0 |
% |
-
In the fourth quarter of 2023, Acquisition related long-term incentive compensation includes a
expense reversal related to the claw back of an All Risks LTIP payment from a terminated employee.$6.8 million - Adjustments made to Net income are described in definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”
Reconciliation of Adjusted Net Income to Net Income |
||||||||||||
|
Three Months Ended |
Year Ended |
||||||||||
|
December 31, |
December 31, |
||||||||||
(in thousands, except percentages) |
2023 |
|
2022 |
|
2023 |
|
2022 |
|
||||
Total Revenue |
$ |
532,863 |
|
$ |
435,015 |
|
$ |
2,077,549 |
|
$ |
1,725,193 |
|
Net Income |
$ |
58,503 |
|
$ |
45,782 |
|
$ |
194,480 |
|
$ |
163,257 |
|
Income tax expense |
|
673 |
|
|
5,859 |
|
|
43,445 |
|
|
15,935 |
|
Amortization |
|
27,674 |
|
|
25,038 |
|
|
106,799 |
|
|
103,601 |
|
Amortization of deferred debt issuance costs (1) |
|
3,047 |
|
|
3,037 |
|
|
12,172 |
|
|
12,054 |
|
Change in contingent consideration |
|
1,063 |
|
|
1,279 |
|
|
5,421 |
|
|
442 |
|
Acquisition-related expense |
|
7,747 |
|
|
1,710 |
|
|
23,274 |
|
|
4,599 |
|
Acquisition related long-term incentive
|
|
(6,036 |
) |
|
(88 |
) |
|
(4,334 |
) |
|
22,093 |
|
Restructuring and related expense |
|
12,077 |
|
|
— |
|
|
49,277 |
|
|
5,717 |
|
Amortization and expense related to discontinued
|
|
1,648 |
|
|
1,663 |
|
|
6,441 |
|
|
6,738 |
|
Other non-operating loss (income) |
|
10,343 |
|
|
(1,759 |
) |
|
10,380 |
|
|
5,073 |
|
Equity-based compensation |
|
7,940 |
|
|
5,380 |
|
|
31,047 |
|
|
23,390 |
|
IPO related expenses |
|
7,667 |
|
|
11,244 |
|
|
38,696 |
|
|
55,636 |
|
(Income) / loss from equity method investments in
|
|
(2,849 |
) |
|
— |
|
|
(8,731 |
) |
|
414 |
|
Adjusted Income before Income Taxes (2) |
$ |
129,497 |
|
$ |
99,145 |
|
$ |
508,367 |
|
$ |
418,949 |
|
Adjusted tax expense (3) |
|
(33,825 |
) |
|
(25,312 |
) |
|
(132,785 |
) |
|
(106,958 |
) |
Adjusted Net Income |
$ |
95,672 |
|
$ |
73,833 |
|
$ |
375,582 |
|
$ |
311,991 |
|
Net Income Margin |
|
11.0 |
% |
|
10.5 |
% |
|
9.4 |
% |
|
9.5 |
% |
Adjusted Net Income Margin |
|
18.0 |
% |
|
17.0 |
% |
|
18.1 |
% |
|
18.1 |
% |
- Interest expense, net includes amortization of deferred debt issuance costs.
- Adjustments made to Net income are described in definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”
-
The Company is subject to
United States federal income taxes, in addition to state, local, and foreign taxes, with respect to our allocable share of any net taxable income of the LLC. For the three and twelve months ended December 31, 2023, this calculation of adjusted tax expense is based on a federal statutory rate of21% and a combined state income tax rate net of federal benefits of5.12% on100% of our adjusted income before income taxes as if the Company owned100% of the LLC. For the three and twelve months ended December 31, 2022, this calculation of adjusted tax expense is based on a federal statutory rate of21% and a combined state income tax rate net of federal benefits of4.53% on100% of our adjusted income before income taxes as if the Company owned100% of the LLC.
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share |
||||||||||||||
|
Three Months Ended |
|
Year Ended |
|||||||||||
|
December 31, |
|
December 31, |
|||||||||||
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|||||||
Earnings per share of Class A common stock – diluted |
$ |
0.18 |
|
$ |
0.14 |
|
|
$ |
0.52 |
|
|
$ |
0.52 |
|
Less: Net income attributed to dilutive shares and
|
|
— |
|
|
(0.08 |
) |
|
(0.03 |
) |
|
(0.29 |
) |
||
Plus: Impact of all LLC Common Units exchanged for
|
|
0.04 |
|
|
0.10 |
|
|
|
0.24 |
|
|
|
0.38 |
|
Plus: Adjustments to Adjusted net income (3) |
|
0.14 |
|
|
0.10 |
|
|
|
0.67 |
|
|
|
0.56 |
|
Plus: Dilutive impact of unvested equity awards (4) |
|
(0.01 |
) |
|
(0.00 |
) |
|
(0.02 |
) |
|
(0.02 |
) |
||
Adjusted diluted earnings per share |
$ |
0.35 |
|
$ |
0.27 |
|
|
$ |
1.38 |
|
|
$ |
1.15 |
|
|
|
|
|
|
|
|
||||||||
(Share count in '000s) |
|
|
|
|
|
|
||||||||
Weighted-average shares of Class A common stock
|
|
128,295 |
|
|
267,771 |
|
|
|
125,745 |
|
|
|
265,750 |
|
Plus: Impact of all LLC Common Units exchanged for
|
|
140,632 |
|
|
— |
|
|
|
142,384 |
|
|
|
— |
|
Plus: Dilutive impact of unvested equity awards (4) |
|
3,534 |
|
|
2,871 |
|
|
|
4,137 |
|
|
|
4,731 |
|
Adjusted diluted earnings per share diluted share
|
|
272,461 |
|
|
270,642 |
|
|
|
272,266 |
|
|
|
270,481 |
|
-
Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to arrive at Net income attributable to Ryan Specialty Holdings, Inc. For the three months ended December 31, 2023 and 2022, this removes
and$0.4 million of Net income, respectively, on 128.3 million and 267.8 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the twelve months ended December 31, 2023 and 2022, this removes$20.8 million and$4.2 million of Net income, respectively, on 128.3 million and 267.8 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 12, Earnings (Loss) Per Share” of the annual consolidated financial statements.$76.3 million -
For comparability purposes, this calculation incorporates the Net income that would be outstanding if all LLC Common Units (together with shares of Class B common stock) and vested Class C Incentive Units were exchanged for shares of Class A common stock. For the three months ended December 31, 2023 and 2022, this includes
and$35.7 million of Net income, respectively, on 268.9 million and 267.8 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the twelve months ended December 31, 2023 and 2022, this includes$27.9 million and$133.4 million of Net income, respectively, on 268.1 million and 265.8 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the three months ended December 31, 2022, 144.0 million weighted average outstanding LLC Common Units were considered dilutive and included in the 267.8 million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. For the twelve months ended December 31, 2022, 144.0 million weighted average outstanding LLC Common Units were considered dilutive and included in the 265.8 million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. See “Note 12, Earnings (Loss) Per Share” of the annual consolidated financial statements.$102.2 million - Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Net income in “Adjusted Net Income and Adjusted Net Income Margin” on 268.9 million and 267.8 million Weighted-average shares of Class A common stock outstanding - diluted for the three months ended December 31, 2023 and 2022, respectively, and on 268.1 million and 265.8 million shares of Weighted-average shares of Class A common stock outstanding - diluted for the twelve months ended December 31, 2023 and 2022, respectively.
-
For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net income, the dilutive effect of unvested equity awards is calculated using the treasury stock method as if the weighted average unrecognized cost associated with the awards was
over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation disclosed in “Note 12, Earnings (Loss) Per Share” of the annual consolidated financial statements. For the three months ended December 31, 2023 and 2022, 3.5 million and 2.9 million shares were added to the calculation, respectively, and for the year ended December 31, 2023 and 2022, 4.1 million and 4.7 million shares were added to the calculation, respectively.$0
View source version on businesswire.com: https://www.businesswire.com/news/home/20240226090127/en/
Investor Relations
Nicholas Mezick
Director, Investor Relations
Ryan Specialty
IR@ryanspecialty.com
Phone: (312) 784-6152
Media Relations
Alice Phillips Topping
SVP, Chief Marketing & Communications Officer
Ryan Specialty
Alice.Topping@ryanspecialty.com
Phone: (312) 635-5976
Source: Ryan Specialty Holdings, Inc.
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