- Total Revenue grew 20.6% year-over-year to
$552.0 million -
- Organic Revenue Growth Rate* of 13.7%
year-over-year 1-
- Net Income of $40.7 million, or $0.13 per
diluted share -
- Adjusted EBITDAC* grew 25.8% year-over-year
to $157.2 million -
- Adjusted Net Income increased 32.9%
year-over-year to $95.4 million, or $0.35 per diluted share -
Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or
the “Company”), a leading international specialty insurance firm,
today announced results for the first quarter ended March 31,
2024.
First Quarter 2024 Highlights
- Revenue grew 20.6% year-over-year to $552.0 million, compared
to $457.6 million in the prior-year period
- Organic Revenue Growth Rate* was 13.7% for the quarter,
compared to 13.4% in the prior-year period 1
- Net Income increased 11.6% year-over-year to $40.7 million,
compared to $36.5 million in the prior-year period. Diluted
Earnings per Share was $0.13
- Adjusted EBITDAC* increased 25.8% to $157.2 million, compared
to $125.0 million in the prior-year period
- Adjusted EBITDAC Margin* of 28.5%, compared to 27.3% in the
prior-year period
- Adjusted Net Income* increased 32.9% to $95.4 million, compared
to $71.8 million in the prior-year period
- Adjusted Diluted Earnings per Share* increased 34.6% to $0.35,
compared to $0.26 in the prior-year period
- Total capital return to shareholders and LLC unit holders was
$45.6 million, consisting of $27.1 million of special dividends and
$18.5 million of regular dividends and distributions.
“We had a great start to 2024, driven by another quarter of
double-digit organic growth and further enhancement of our margin
profile,” said Patrick G. Ryan, Founder, Chairman and Chief
Executive Officer of Ryan Specialty. “Our exceptional performance
was highlighted by 13.7% organic revenue growth, a 120-basis point
expansion of our Adjusted EBITDAC margin, and 34.6% growth in our
Adjusted Diluted EPS. Our outstanding success continues to be
broad-based across our Specialties and includes valuable
contributions from our recent acquisitions. This momentum is a
reflection of the resolve of our 4,400 talented teammates to
execute with distinction and to provide best-in-class service to
our clients and trading partners. We are also very pleased to have
announced just yesterday the completion of our acquisition of
Castel and the addition of this venerable team to our firm. This
influx of additional top underwriting talent bolsters our delegated
authority offering, enhances our international presence, and
expands our total addressable market. I remain confident that 2024
will be another outstanding year for our firm as we are well
positioned to deliver sustainable and differentiated profitable
growth.”
1
Beginning in the first quarter of
2024, the Company changed its method of calculating Organic revenue
growth rate, a non-GAAP measure. For more information on the
revised calculation methodology, see “Organic Revenue Growth Rate
Calculation Methodology” below.
Summary of First Quarter 2024 Results
Three Months Ended March
31,
Change
(in thousands, except percentages and per
share data)
2024
2023
$
%
GAAP financial measures
Total revenue
$
552,046
$
457,599
$
94,447
20.6
%
Net commissions and fees
537,887
447,513
90,374
20.2
Compensation and benefits
373,527
307,722
65,805
21.4
General and administrative
75,867
51,699
24,168
46.7
Total operating expenses
479,397
387,512
91,885
23.7
Operating income
72,649
70,087
2,562
3.7
Net income
40,677
36,457
4,220
11.6
Net income attributable to Ryan Specialty
Holdings, Inc.
16,535
13,160
3,375
25.6
Compensation and benefits expense ratio
(1)
67.7
%
67.2
%
General and administrative expense ratio
(2)
13.7
%
11.3
%
Net income margin (3)
7.4
%
8.0
%
Earnings per share (4)
$
0.14
$
0.12
Diluted earnings per share (4)
$
0.13
$
0.11
Non-GAAP financial measures*
Organic revenue growth rate (5)
13.7
%
13.4
%
Adjusted compensation and benefits
expense
$
330,022
$
285,885
$
44,137
15.4
%
Adjusted compensation and benefits expense
ratio
59.8
%
62.5
%
Adjusted general and administrative
expense
$
64,802
$
46,699
$
18,103
38.8
%
Adjusted general and administrative
expense ratio
11.7
%
10.2
%
Adjusted EBITDAC
$
157,222
$
125,015
$
32,207
25.8
%
Adjusted EBITDAC margin
28.5
%
27.3
%
Adjusted net income
$
95,417
$
71,785
$
23,632
32.9
%
Adjusted net income margin
17.3
%
15.7
%
Adjusted diluted earnings per share
$
0.35
$
0.26
* 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.
(1)
Compensation and benefits expense
ratio is defined as Compensation and benefits divided by Total
revenue.
(2)
General and administrative
expense ratio is defined as General and administrative expense
divided by Total revenue.
(3)
Net income margin is defined as
Net income divided by Total revenue.
(4)
See “Note 10, Earnings Per Share”
of the unaudited quarterly consolidated financial statements.
(5)
The Organic revenue growth rate
data presented in this table has been calculated using the revised
calculation methodology adopted by the Company beginning in the
first quarter of 2024. For more information, see “Organic Revenue
Growth Rate Calculation Methodology” below.
First Quarter 2024 Review*
Total revenue for the first quarter of 2024 was $552.0 million,
an increase of 20.6% compared to $457.6 million in the prior-year
period. This increase was primarily due to continued solid Organic
revenue growth of 13.7% (calculated using the revised calculation
methodology adopted by the Company beginning in the first quarter
of 2024), driven by new client wins and expanded relationships with
existing clients, coupled with continued expansion of the E&S
market, revenue from acquisitions completed within the trailing
twelve months ended March 31, 2024, and increased Fiduciary
investment income. We experienced growth across the majority of our
property and casualty lines.
Total operating expenses for the first quarter of 2024 were
$479.4 million, a 23.7% increase compared to the prior-year period.
This increase was primarily due to an increase in Compensation and
benefits expense compared to the prior-year period resulting from
higher compensation due to revenue growth and higher restructuring
and related expenses associated with ACCELERATE 2025, partially
offset by savings associated with ACCELERATE 2025. General and
administrative expense also increased compared to the prior-year
period due to an increase in professional services in connection
with revenue generating activities, higher travel and entertainment
expense in connection with a difference in timing of certain
events, and higher acquisition-related expenses.
Net income for the first quarter of 2024 increased 11.6% to
$40.7 million, compared to $36.5 million in the prior-year period.
The increase was mainly due to stronger year-over-year revenue
growth.
Adjusted EBITDAC grew 25.8% to $157.2 million from $125.0
million in the prior-year period. Adjusted EBITDAC margin for the
quarter was 28.5%, compared to 27.3% in the prior-year period. The
increase in Adjusted EBITDAC was driven primarily by solid revenue
growth, partially offset by increased Adjusted compensation and
benefits expense, as well as higher Adjusted general and
administrative expense.
Adjusted net income for the first quarter of 2024 increased
32.9% to $95.4 million, compared to $71.8 million in the prior-year
period. Adjusted net income margin was 17.3%, compared to 15.7% in
the prior-year period. Adjusted diluted earnings per share for the
first quarter of 2024 increased 34.6% to $0.35, compared to $0.26
in the prior-year period.
* 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.
First Quarter 2024 Net Commissions and Fees by Specialty and
Revenue by Type
Growth in Net commissions and fees in all specialties was
primarily driven by solid organic growth.
Three Months Ended March
31,
(in thousands, except percentages)
2024
% of total
2023
% of total
Change
Wholesale Brokerage
$
323,445
60.1
%
$
285,850
63.9
%
$
37,595
13.2
%
Binding Authorities
88,635
16.5
69,526
15.5
19,109
27.5
Underwriting Management
125,807
23.4
92,137
20.6
33,670
36.5
Total Net commissions and fees
$
537,887
$
447,513
$
90,374
20.2
%
The following table sets forth our revenue by type of commission
and fees:
Three Months Ended March
31,
(in thousands, except percentages)
2024
% of total
2023
% of total
Change
Net commissions and policy fees
$
494,445
91.9
%
$
413,571
92.4
%
$
80,874
19.6
%
Supplemental and contingent
commissions
29,256
5.5
26,331
5.9
2,925
11.1
Loss mitigation and other fees
14,186
2.6
7,611
1.7
6,575
86.4
Total net commissions and fees
$
537,887
$
447,513
$
90,374
20.2
%
Liquidity and Financial Condition
As of March 31, 2024, the Company had Cash and cash equivalents
of $665.4 million and outstanding debt principal of $2.0
billion.
ACCELERATE 2025
The Company is updating the ACCELERATE 2025 restructuring
program as additional opportunities have been identified to drive
continued growth and innovation, deliver sustainable productivity
improvements over the long term, and accelerate margin improvement.
The updated program will result in approximately $110 million of
cumulative one-time charges through 2024, with an expectation that
the program will generate annual savings of approximately $60
million in 2025.
Quarterly Dividend
On May 2, 2024, the Company's board of directors (the "Board")
declared a regular quarterly dividend of $0.11 per share on the
outstanding Class A common stock. The regular quarterly dividend
will be payable on May 28, 2024, to stockholders of record as of
the close of business on May 14, 2024. A portion of the dividend,
$0.04 per share, will be funded by free cash flow from Ryan
Specialty, LLC and will be paid to all holders of the Company's
Class A common stock and the common units of Ryan Specialty,
LLC.
Organic Revenue Growth Rate Calculation Methodology
In the first quarter of 2024 the Company revised its calculation
methodology for the non-GAAP metric of Organic Revenue Growth Rate.
Organic Revenue Growth Rate, which is now defined as the percentage
change in Net commissions and fees, as compared to the same period
for the prior year, adjusted to eliminate revenue attributable to
acquisitions for the first twelve months of ownership, and other
items such as contingent commissions and the impact of changes in
foreign exchange rates. The revised calculation methodology starts
from a net commissions and fees growth rate rather than total
revenues and excludes contingent commissions, thereby fully
removing the impact of Fiduciary investment income and contingent
commissions from both the current period and base period. The
legacy calculation methodology started from a total revenue growth
rate and adjusted for the change in Fiduciary investment income and
contingent commissions thereby leaving Fiduciary investment income
and contingent commissions in the base period. We believe the
revised calculation methodology is a more robust disclosure, a more
widely used calculation methodology, and provides investors with a
metric that is better representative of our core business
performance. Organic Revenue Growth Rate is a key metric used by
management and our Board to assess our financial performance and
allows management and investors to evaluate business growth from
existing clients.
Full Year 2024 Outlook*
The Company is maintaining its full year 2024 outlook for
Organic Revenue Growth Rate (under the legacy calculation
methodology) and Adjusted EBITDAC Margin. The full year 2024
outlook (under the revised Organic Revenue Growth Rate calculation
methodology, as discussed above) is as follows:
- Organic Revenue Growth Rate guidance for full year 2024 is
between 12.5% – 14.0%
- Adjusted EBITDAC Margin guidance for full year 2024 is 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, see “Organic
Revenue Growth Rate Calculation Methodology” above. For a
definition of 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 restructuring plan, or its plans and
objectives for future operations, growth initiatives, or strategies
and the statements under the caption “Full Year 2024 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”).
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: Under our legacy calculation
methodology, Organic revenue growth rate represented the percentage
change in Total revenue, as compared to the same period for the
year prior, adjusted for revenue attributable to recent
acquisitions during the first 12 months of Ryan Specialty’s
ownership, and other adjustments such as changes in contingent
commissions, changes in fiduciary investment income, and the impact
of changes in foreign exchange rates. Under our revised calculation
methodology, Organic revenue growth rate represents the percentage
change in Net commissions and fees revenue, as compared to the same
period for the year prior, adjusted for Net commissions and fees
attributable to recent acquisitions during the first 12 months of
Ryan Specialty’s ownership, and other adjustments such as the
removal of the impact of contingent commissions and the impact of
changes in foreign exchange rates. For more information, see
“Organic Revenue Growth Rate Calculation Methodology” above.
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,
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. In 2024, Acquisition-related expense includes a $2.5 million
charge related to a deal-contingent foreign exchange forward
contract associated with the Castel acquisition. The remaining
charges in both years represent typical one-time diligence,
transaction-related, and integration costs. Acquisition-related
long-term incentive compensation arises from changes to long-term
incentive plans associated with acquisitions. Restructuring and
related expense consists 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 and other
termination payments. See “Note 4, Restructuring” of the unaudited
quarterly 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. Amortization and
expense consists of charges related to discontinued prepaid
incentive programs. For the three months ended March 31, 2024,
Other non-operating loss (income) consisted of $1.9 million of
expense related to fees associated with our term loan repricing
offset by $0.1 million of sublease income. For the three months
ended March 31, 2023, Other non-operating income included $0.1
million of sublease income. Equity-based compensation reflects
non-cash equity-based expense. IPO related expenses include
compensation-related expense primarily related to the expense for
new awards issued at IPO as well as expense related to the
revaluation of existing equity awards at IPO. Total revenue less
Adjusted compensation and benefits expense and Adjusted general and
administrative expense is equivalent to Adjusted EBITDAC. For a
breakout of compensation and general and administrative costs for
each addback refer to the Adjusted compensation and benefits
expense and Adjusted general and administrative expense tables
below. The most directly comparable GAAP financial metric to
Adjusted EBITDAC is Net income.
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 United States
federal income taxes, in addition to state, local, and foreign
taxes, with respect to its allocable share of any net taxable
income of Ryan Specialty, LLC (together with its parent New Ryan
Specialty, LLC and their subsidiaries, the “LLC”). For
comparability purposes, this calculation incorporates the impact of
federal and state statutory tax rates on 100% of the Company's
adjusted pre-tax income as if the Company owned 100% of Ryan
Specialty, LLC. The most directly comparable GAAP financial metric
is Net income.
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 100%
of the outstanding LLC Common Units (“LLC Common Units”), together
with the shares of Class B common stock, vested Class C Incentive
Units, and unvested equity awards were exchanged into shares of
Class A common stock as if 100% of unvested equity awards were
vested. The most directly comparable GAAP financial metric is
Diluted earnings per share.
The reconciliation of the above non-GAAP measures to each of
their most directly comparable GAAP financial measure is set forth
in the reconciliation table 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 March
31,
(in thousands, except percentages and per
share data)
2024
2023
Revenue
Net commissions and fees
$
537,887
$
447,513
Fiduciary investment income
14,159
10,086
Total revenue
$
552,046
$
457,599
Expenses
Compensation and benefits
373,527
307,722
General and administrative
75,867
51,699
Amortization
27,988
25,185
Depreciation
2,080
2,192
Change in contingent consideration
(65
)
714
Total operating expenses
$
479,397
$
387,512
Operating income
$
72,649
$
70,087
Interest expense, net
29,400
29,468
(Income) from equity method investment in
related party
(5,606
)
(1,995
)
Other non-operating loss (income)
1,752
(138
)
Income before income taxes
$
47,103
$
42,752
Income tax expense
6,426
6,295
Net income
$
40,677
$
36,457
GAAP financial measures
Total revenue
$
552,046
$
457,599
Net commissions and fees
537,887
447,513
Compensation and benefits
373,527
307,722
General and administrative
75,867
51,699
Net income
40,677
36,457
Compensation and benefits expense
ratio
67.7
%
67.2
%
General and administrative expense
ratio
13.7
%
11.3
%
Net income margin
7.4
%
8.0
%
Earnings per share
$
0.14
$
0.12
Diluted earnings per share
$
0.13
$
0.11
Non-GAAP Financial Measures (Unaudited)
Three Months Ended March
31,
(in thousands, except percentages and per
share data)
2024
2023
Non-GAAP financial measures
Organic revenue growth rate (1)
13.7
%
13.4
%
Adjusted compensation and benefits
expense
$
330,022
$
285,885
Adjusted compensation and benefits expense
ratio
59.8
%
62.5
%
Adjusted general and administrative
expense
$
64,802
$
46,699
Adjusted general and administrative
expense ratio
11.7
%
10.2
%
Adjusted EBITDAC
$
157,222
$
125,015
Adjusted EBITDAC margin
28.5
%
27.3
%
Adjusted net income
$
95,417
$
71,785
Adjusted net income margin
17.3
%
15.7
%
Adjusted diluted earnings per share
$
0.35
$
0.26
(1)
The Organic revenue growth rate
data presented in this table has been calculated using the revised
calculation methodology. For more information, see “Organic Revenue
Growth Rate Calculation Methodology” above.
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share
data)
March 31, 2024
December 31, 2023
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
665,420
$
838,790
Commissions and fees receivable – net
299,162
294,195
Fiduciary cash and receivables
3,181,352
3,131,660
Prepaid incentives – net
8,149
8,718
Other current assets
62,289
62,229
Total current assets
$
4,216,372
$
4,335,592
NON-CURRENT ASSETS
Goodwill
1,647,252
1,646,482
Customer relationships
546,722
572,416
Other intangible assets
45,043
38,254
Prepaid incentives – net
15,756
15,103
Equity method investment in related
party
56,016
46,099
Property and equipment – net
42,671
42,427
Lease right-of-use assets
121,596
127,708
Deferred tax assets
382,636
383,816
Other non-current assets
42,438
39,312
Total non-current assets
$
2,900,130
$
2,911,617
TOTAL ASSETS
$
7,116,502
$
7,247,209
LIABILITIES AND STOCKHOLDERS’
EQUITY
CURRENT LIABILITIES
Accounts payable and accrued
liabilities
$
230,709
$
136,340
Accrued compensation
184,254
419,560
Operating lease liabilities
19,615
21,369
Tax Receivable Agreement liabilities
22,075
—
Short-term debt and current portion of
long-term debt
39,374
35,375
Fiduciary liabilities
3,181,352
3,131,660
Total current liabilities
$
3,677,379
$
3,744,304
NON-CURRENT LIABILITIES
Accrued compensation
30,012
24,917
Operating lease liabilities
147,700
154,457
Long-term debt
1,942,542
1,943,837
Tax Receivable Agreement liabilities
338,942
358,898
Other non-current liabilities
5,174
41,152
Total non-current liabilities
$
2,464,370
$
2,523,261
TOTAL LIABILITIES
$
6,141,749
$
6,267,565
STOCKHOLDERS’ EQUITY
Class A common stock ($0.001 par value;
1,000,000,000 shares authorized, 118,737,470 and 118,593,062 shares
issued and outstanding at March 31, 2024 and December 31, 2023,
respectively)
119
119
Class B common stock ($0.001 par value;
1,000,000,000 shares authorized, 141,486,229 and 141,621,188 shares
issued and outstanding at March 31, 2024 and December 31, 2023,
respectively)
142
142
Class X common stock ($0.001 par value;
10,000,000 shares authorized, 640,784 shares issued and 0
outstanding at March 31, 2024 and December 31, 2023)
—
—
Preferred stock ($0.001 par value;
500,000,000 shares authorized, 0 shares issued and outstanding at
March 31, 2024 and December 31, 2023)
—
—
Additional paid-in capital
459,456
441,997
Retained earnings
88,537
114,420
Accumulated other comprehensive income
6,096
3,076
Total stockholders’ equity attributable
to Ryan Specialty Holdings, Inc.
$
554,350
$
559,754
Non-controlling interests
420,403
419,890
Total stockholders’ equity
$
974,753
$
979,644
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
$
7,116,502
$
7,247,209
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March
31,
(in thousands)
2024
2023
CASH FLOWS FROM OPERATING
ACTIVITIES
Net income
$
40,677
$
36,457
Adjustments to reconcile net income to
cash flows used in operating activities:
(Income) from equity method investment in
related party
(5,606
)
(1,995
)
Amortization
27,988
25,185
Depreciation
2,080
2,192
Prepaid and deferred compensation
expense
918
2,212
Non-cash equity-based compensation
17,310
17,879
Amortization of deferred debt issuance
costs
3,409
3,039
Amortization of interest rate cap
premium
1,739
1,739
Deferred income tax expense
2,139
2,875
Changes in operating assets and
liabilities, net of acquisitions:
Commissions and fees receivable – net
(4,751
)
(1,212
)
Accrued interest liability
5,958
(4,743
)
Other current and non-current assets
2,061
11,197
Other current and non-current accrued
liabilities
(210,461
)
(254,036
)
Total cash flows used in operating
activities
$
(116,539
)
$
(159,211
)
CASH FLOWS FROM INVESTING
ACTIVITIES
Business combinations – net of cash
acquired and cash held in a fiduciary capacity
—
(102,059
)
Capital expenditures
(7,628
)
(2,793
)
Total cash flows used in investing
activities
$
(7,628
)
$
(104,852
)
CASH FLOWS FROM FINANCING
ACTIVITIES
Repayment of term debt
—
(4,125
)
Payment of contingent consideration
—
(4,477
)
Tax distributions to non-controlling LLC
Unitholders
—
(264
)
Receipt of taxes related to net share
settlement of equity awards
130
404
Taxes paid related to net share settlement
of equity awards
(130
)
(404
)
Dividends paid to Class A common
shareholders
(40,021
)
—
Distributions to non-controlling LLC
Unitholders
(5,617
)
—
Payment of accrued return on Ryan Re
preferred units
(1,883
)
—
Net change in fiduciary liabilities
37,326
(20,754
)
Total cash flows used in financing
activities
$
(10,195
)
$
(29,620
)
Effect of changes in foreign exchange
rates on cash, cash equivalents, and cash and cash equivalents held
in a fiduciary capacity
(657
)
85
NET CHANGE IN CASH, CASH EQUIVALENTS,
AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY
$
(135,019
)
$
(293,598
)
CASH, CASH EQUIVALENTS, AND CASH AND
CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Beginning
balance
1,756,332
1,767,385
CASH, CASH EQUIVALENTS, AND CASH AND
CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Ending
balance
$
1,621,313
$
1,473,787
Reconciliation of cash, cash
equivalents, and cash and cash equivalents held in a fiduciary
capacity
Cash and cash equivalents
665,420
704,746
Cash and cash equivalents held in a
fiduciary capacity
955,893
769,041
Total cash, cash equivalents, and cash
and cash equivalents held in a fiduciary capacity
$
1,621,313
$
1,473,787
Reconciliation of Organic Revenue Growth Rate
Legacy Calculation Methodology
Applied to Current Period
Three Months Ended March
31,
(in thousands, except percentages)
2024
2023
Current period Total revenue
$
552,046
$
457,599
Prior period Total revenue
457,599
386,890
Change in Total revenue
$
94,447
$
70,709
Mergers and acquisitions revenue
$
28,539
$
6,101
Change in other
7,264
14,778
Organic revenue growth
$
58,644
$
49,830
Total revenue growth rate (GAAP)
(1)
20.6
%
18.3
%
Less: Mergers and acquisitions (2)
(6.2
)
(1.6
)
Change in other (3)
(1.6
)
(3.8
)
Organic revenue growth rate
(Non-GAAP)
12.8
%
12.9
%
(1)
Calculated by dividing the change
in Total revenue by the prior period Total revenue.
(2)
Calculated by taking the mergers
and acquisitions revenue, representing the first 12 months of net
commissions and fees revenue generated from acquisitions, divided
by prior period Total revenue.
(3)
Calculated by taking the change
in other, representing the year-over-year change in contingent
commissions, fiduciary investment income, and foreign exchange
rates, divided by prior period Total revenue.
Revised Calculation
Methodology Applied to Current Period
Three Months Ended March
31,
(in thousands, except percentages)
2024
2023
Current period Net commissions and fees
revenue
$
537,887
$
447,513
Less: Current period contingent
commissions
(24,503
)
(21,635
)
Net Commissions and fees revenue
excluding contingent commissions
$
513,385
$
425,878
Prior period Net commissions and fees
revenue
$
447,513
$
386,681
Less: Prior year contingent
commissions
(21,635
)
(15,209
)
Prior period Net commissions and fees
revenue excluding contingent commissions
$
425,878
$
371,472
Change in Net commissions and fees revenue
excluding contingent commissions
$
87,507
$
54,406
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(28,539
)
(5,373
)
Impact of change in foreign exchange
rates
(323
)
797
Organic revenue growth
(Non-GAAP)
$
58,644
$
49,830
Net commissions and fees revenue growth
rate (GAAP)
20.2
%
15.7
%
Less: Impact of contingent commissions
(1)
0.3
(1.1
)
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
20.5
%
14.6
%
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(3)
(6.7
)
(1.4
)
Impact of change in foreign exchange rates
(4)
(0.1
)
0.2
Organic Revenue Growth Rate
(Non-GAAP)
13.7
%
13.4
%
(1)
Calculated by subtracting Net
commissions and fees revenue growth rate from net commissions and
fees revenue excluding contingent commissions growth rate.
(2)
Calculated by dividing the change
in Total net commissions & fees revenue excluding contingent
commissions by prior year net commissions and fees excluding
contingent commissions.
(3)
Calculated by taking the mergers
and acquisitions net commissions and fees revenue excluding
contingent commissions, representing the first 12 months of net
commissions and fees revenue generated from acquisitions, divided
by prior period net commissions and fees revenue excluding
contingent commissions.
(4)
Calculated by taking the change
in foreign exchange rates divided by prior period net commissions
and fees revenue excluding contingent commissions.
Reconciliation of Adjusted Compensation and Benefits Expense
to Compensation and Benefits Expense
Three Months Ended March
31,
(in thousands, except percentages)
2024
2023
Total revenue
$
552,046
$
457,599
Compensation and benefits
expense
$
373,527
$
307,722
Acquisition-related expense
(226
)
(1,016
)
Acquisition related long-term incentive
compensation
1,627
(578
)
Restructuring and related expense
(26,184
)
(730
)
Amortization and expense related to
discontinued prepaid incentives
(1,412
)
(1,634
)
Equity-based compensation
(9,515
)
(6,635
)
Initial public offering related
expense
(7,795
)
(11,244
)
Adjusted compensation and benefits
expense (1)
$
330,022
$
285,885
Compensation and benefits expense
ratio
67.7
%
67.2
%
Adjusted compensation and benefits
expense ratio
59.8
%
62.5
%
(1)
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 March
31,
(in thousands, except percentages)
2024
2023
Total revenue
$
552,046
$
457,599
General and administrative
expense
$
75,867
$
51,699
Acquisition-related expense
(8,211
)
(2,174
)
Restructuring and related expense
(2,854
)
(2,826
)
Adjusted general and administrative
expense (1)
$
64,802
$
46,699
General and administrative expense
ratio
13.7
%
11.3
%
Adjusted general and administrative
expense ratio
11.7
%
10.2
%
(1)
Adjustments made to General and
administrative expense are described in the definition of Adjusted
EBITDAC in “Non-GAAP Financial Measures and Key Performance
Indicators.”
Reconciliation of Adjusted EBITDAC to Net Income
Three Months Ended March
31,
(in thousands, except percentages)
2024
2023
Total revenue
$
552,046
$
457,599
Net income
$
40,677
$
36,457
Interest expense, net
29,400
29,468
Income tax expense
6,426
6,295
Depreciation
2,080
2,192
Amortization
27,988
25,185
Change in contingent consideration
(65
)
714
EBITDAC
$
106,506
$
100,311
Acquisition-related expense
8,437
3,190
Acquisition related long-term incentive
compensation
(1,627
)
578
Restructuring and related expense
29,038
3,556
Amortization and expense related to
discontinued prepaid incentives
1,412
1,634
Other non-operating loss (income)
1,752
(138
)
Equity-based compensation
9,515
6,635
IPO related expenses
7,795
11,244
(Income) from equity method investments in
related party
(5,606
)
(1,995
)
Adjusted EBITDAC (1)
$
157,222
$
125,015
Net income margin
7.4
%
8.0
%
Adjusted EBITDAC margin
28.5
%
27.3
%
(1)
Adjustments made to Net income are
described in the definition of Adjusted EBITDAC in “Non-GAAP
Financial Measures and Key Performance Indicators.”
Reconciliation of Adjusted Net Income to Net Income
Three Months Ended March
31,
(in thousands, except percentages)
2024
2023
Total revenue
$
552,046
$
457,599
Net income
$
40,677
$
36,457
Income tax expense
6,426
6,295
Amortization
27,988
25,185
Amortization of deferred debt issuance
costs (1)
3,409
3,039
Change in contingent consideration
(65
)
714
Acquisition-related expense
8,437
3,190
Acquisition related long-term incentive
compensation
(1,627
)
578
Restructuring and related expense
29,038
3,556
Amortization and expense related to
discontinued prepaid incentives
1,412
1,634
Other non-operating loss (income)
1,752
(138
)
Equity-based compensation
9,515
6,635
IPO related expenses
7,795
11,244
(Income) from equity method investments in
related party
(5,606
)
(1,995
)
Adjusted income before income taxes
(2)
$
129,151
$
96,394
Adjusted tax expense (3)
(33,734
)
(24,609
)
Adjusted net income
$
95,417
$
71,785
Net income margin
7.4
%
8.0
%
Adjusted net income margin
17.3
%
15.7
%
(1)
Interest expense, net includes
amortization of deferred debt issuance costs.
(2)
Adjustments made to Net income are
described in the definition of Adjusted EBITDAC in “Non-GAAP
Financial Measures and Key Performance Indicators.”
(3)
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 months ended March 31, 2024 this
calculation of adjusted tax expense is based on a federal statutory
rate of 21% and a combined state income tax rate net of federal
benefits of 5.12% on 100% of adjusted income before income taxes as
if the Company owned 100% of the LLC. For the three months ended
March 31, 2023, this calculation of adjusted tax expense is based
on a federal statutory rate of 21% and a combined state income tax
rate net of federal benefits of 4.53% on 100% of adjusted income
before income taxes as if the Company owned 100% of the LLC.
Reconciliation of Adjusted Diluted Earnings per Share to
Diluted Earnings per Share
Three Months Ended March
31,
2024
2023
Earnings per share of Class A common
stock – diluted
$
0.13
$
0.11
Less: Net income attributed to dilutive
shares and substantively vested RSUs (1)
(0.07
)
(0.06
)
Plus: Impact of all LLC Common Units
exchanged for Class A shares (2)
0.09
0.09
Plus: Adjustments to Adjusted net income
(3)
0.20
0.13
Plus: Dilutive impact of unvested equity
awards (4)
—
(0.01
)
Adjusted diluted earnings per
share
$
0.35
$
0.26
(Share count in '000)
Weighted-average shares of Class A common
stock outstanding – diluted
269,922
266,978
Plus: Impact of all LLC Common Units
exchanged for Class A shares (2)
—
—
Plus: Dilutive impact of unvested equity
awards (4)
4,854
4,670
Adjusted diluted earnings per share
diluted share count
274,776
271,648
(1)
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 March 31, 2024 and 2023, this
removes $17.7 million and $17.4 million of Net income,
respectively, on 269.9 million and 267.0 million Weighted-average
shares of Class A common stock outstanding - diluted, respectively.
See “Note 10, Earnings Per Share” of the unaudited quarterly
consolidated financial statements.
(2)
For comparability purposes, this
calculation incorporates the Net income that would be distributable
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 March 31, 2024
and 2023, this includes $24.1 million and $23.3 million of Net
income, respectively, on 269.9 million and 267.0 million
Weighted-average shares of Class A common stock outstanding -
diluted, respectively. For the three months ended March 31, 2024,
140.4 million weighted average outstanding LLC Common Units were
considered dilutive and included in the 269.9 million
Weighted-average shares of Class A common stock outstanding -
diluted within Diluted EPS. For the three months ended March 31,
2023, 143.4 million weighted-average outstanding LLC Common Units
were considered dilutive and included in the 267.0 million
Weighted-average shares of Class A common stock outstanding -
diluted within Diluted EPS. See “Note 10, Earnings Per Share” of
the unaudited quarterly consolidated financial statements.
(3)
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 269.9 million and 267.0 million Weighted-average
shares of Class A common stock outstanding - diluted for the three
months ended March 31, 2024 and 2023, respectively.
(4)
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
$0 over the period, less any unvested equity awards determined to
be dilutive within the Diluted EPS calculation disclosed in “Note
10, Earnings Per Share” of the unaudited quarterly consolidated
financial statements. For the three months ended March 31, 2024 and
2023, 4.9 million and 4.7 million shares were added to the
calculation, respectively.
Historical Presentation of Organic Revenue Growth Applying
Revised Calculation Methodology
Year Ended
Three Months Ended
Three Months Ended
Six Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Year Ended
(in thousands, except percentages)
Dec. 31, 2019
Mar. 31, 2020
Jun. 30, 2020
Jun. 30, 2020
Sep. 30, 2020
Sep. 30, 2020
Dec. 31, 2020
Dec. 31, 2020
Current period Net commissions and fees
revenue
$
758,447
$
207,085
$
246,049
$
453,134
$
236,698
$
689,832
$
326,852
$
1,016,684
Less: Current period contingent
commissions
(16,398
)
(9,887
)
(4,358
)
(14,245
)
(2,400
)
(16,645
)
(3,262
)
(19,907
)
Net Commissions and fees revenue
excluding contingent commissions
$
742,049
$
197,198
$
241,691
$
438,889
$
234,298
$
673,187
$
323,591
$
996,778
Prior period Net commissions and fees
revenue
$
606,961
$
147,991
$
200,541
$
348,532
$
191,517
$
540,049
$
218,398
$
758,447
Less: Prior year contingent
commissions
(11,203
)
(7,559
)
(3,964
)
(11,523
)
(2,157
)
(13,680
)
(2,718
)
(16,398
)
Prior period Net commissions and fees
revenue excluding contingent commissions
$
595,758
$
140,432
$
196,577
$
337,009
$
189,360
$
526,369
$
215,680
$
742,049
Change in Net commissions and fees revenue
excluding contingent commissions
$
146,291
$
56,765
$
45,114
$
101,880
$
44,938
$
146,818
$
107,911
$
254,729
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(40,899
)
(11,846
)
(8,179
)
(20,025
)
(18,205
)
(38,231
)
(57,664
)
(96,042
)
Impact of change in foreign exchange
rates
1,336
80
583
662
(405
)
258
(2,398
)
(1,992
)
Organic revenue growth
(Non-GAAP)
$
106,728
$
44,999
$
37,518
$
82,517
$
26,328
$
108,845
$
47,850
$
156,695
Net commissions and fees revenue growth
rate (GAAP)
25.0
%
39.9
%
22.7
%
30.0
%
23.6
%
27.7
%
49.7
%
34.0
%
Less: Impact of contingent commissions
(1)
(0.4
)
0.5
0.2
0.2
0.1
0.2
0.3
0.3
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
24.6
%
40.4
%
22.9
%
30.2
%
23.7
%
27.9
%
50.0
%
34.3
%
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(3)
(6.9
)
(8.4
)
(4.2
)
(5.9
)
(9.6
)
(7.3
)
(26.7
)
(12.9
)
Impact of change in foreign exchange rates
(4)
0.2
0.1
0.3
0.2
(0.2
)
—
(1.1
)
(0.3
)
Organic Revenue Growth Rate
(Non-GAAP)
17.9
%
32.1
%
19.0
%
24.5
%
13.9
%
20.6
%
22.2
%
21.1
%
(1)
Calculated by subtracting Net commissions
and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate.
(2)
Calculated by dividing the change in Total
net commissions & fees revenue excluding contingent commissions
by prior year net commissions and fees excluding contingent
commissions.
(3)
Calculated by taking the mergers and
acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions
and fees revenue generated from acquisitions, divided by prior
period net commissions and fees revenue excluding contingent
commissions.
(4)
Calculated by taking the change in foreign
exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions.
Three Months Ended
Three Months Ended
Six Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Year Ended
(in thousands, except percentages)
Mar. 31, 2021
Jun. 30, 2021
Jun. 30, 2021
Sep. 30, 2021
Sep. 30, 2021
Dec. 31, 2021
Dec. 31, 2021
Current period Net commissions and fees
revenue
$
311,344
$
389,846
$
701,190
$
352,610
$
1,053,800
$
378,379
$
1,432,179
Less: Current period contingent
commissions
(12,607
)
(2,651
)
(15,258
)
(4,816
)
(20,074
)
(2,921
)
(22,995
)
Net Commissions and fees revenue
excluding contingent commissions
$
298,737
$
387,195
$
685,932
$
347,793
$
1,033,726
$
375,457
$
1,409,183
Prior period Net commissions and fees
revenue
$
207,085
$
246,049
$
453,134
$
236,698
$
689,832
$
326,852
$
1,016,684
Less: Prior year contingent
commissions
(9,887
)
(4,358
)
(14,245
)
(2,400
)
(16,645
)
(3,262
)
(19,907
)
Prior period Net commissions and fees
revenue excluding contingent commissions
$
197,198
$
241,691
$
438,889
$
234,298
$
673,187
$
323,591
$
996,778
Change in Net commissions and fees revenue
excluding contingent commissions
$
101,539
$
145,504
$
247,043
$
113,495
$
360,539
$
51,867
$
412,405
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(62,947
)
(74,296
)
(137,233
)
(44,412
)
(181,693
)
(1,730
)
(183,409
)
Impact of change in foreign exchange
rates
(354
)
(981
)
(1,290
)
(426
)
(1,648
)
125
(1,412
)
Organic revenue growth
(Non-GAAP)
$
38,238
$
70,227
$
108,520
$
68,657
$
177,198
$
50,261
$
227,585
Net commissions and fees revenue growth
rate (GAAP)
50.3
%
58.4
%
54.7
%
49.0
%
52.8
%
15.8
%
40.9
%
Less: Impact of contingent commissions
(1)
1.2
1.8
1.6
(0.6
)
0.8
0.2
0.5
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
51.5
%
60.2
%
56.3
%
48.4
%
53.6
%
16.0
%
41.4
%
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(3)
(31.9
)
(30.7
)
(31.3
)
(19.0
)
(27.0
)
(0.5
)
(18.4
)
Impact of change in foreign exchange rates
(4)
(0.2
)
(0.4
)
(0.3
)
(0.2
)
(0.2
)
—
(0.1
)
Organic Revenue Growth Rate
(Non-GAAP)
19.4
%
29.1
%
24.7
%
29.2
%
26.4
%
15.5
%
22.9
%
(1)
Calculated by subtracting Net commissions
and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate.
(2)
Calculated by dividing the change in Total
net commissions & fees revenue excluding contingent commissions
by prior year net commissions and fees excluding contingent
commissions.
(3)
Calculated by taking the mergers and
acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions
and fees revenue generated from acquisitions, divided by prior
period net commissions and fees revenue excluding contingent
commissions.
(4)
Calculated by taking the change in foreign
exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions.
Three Months Ended
Three Months Ended
Six Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Year Ended
(in thousands, except percentages)
Mar. 31, 2022
Jun. 30, 2022
Jun. 30, 2022
Sep. 30, 2022
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2022
Current period Net commissions and fees
revenue
$
386,681
$
490,227
$
876,908
$
407,551
$
1,284,459
$
427,402
$
1,711,861
Less: Current period contingent
commissions
(15,209
)
(6,730
)
(21,939
)
(3,039
)
(24,978
)
(5,810
)
(30,788
)
Net Commissions and fees revenue
excluding contingent commissions
$
371,472
$
483,498
$
854,970
$
404,512
$
1,259,481
$
421,592
$
1,681,073
Prior period Net commissions and fees
revenue
$
311,344
$
389,846
$
701,190
$
352,610
$
1,053,800
$
378,379
$
1,432,179
Less: Prior year contingent
commissions
(12,607
)
(2,651
)
(15,258
)
(4,816
)
(20,074
)
(2,921
)
(22,995
)
Prior period Net commissions and fees
revenue excluding contingent commissions
$
298,737
$
387,195
$
685,932
$
347,793
$
1,033,726
$
375,457
$
1,409,183
Change in Net commissions and fees revenue
excluding contingent commissions
$
72,735
$
96,302
$
169,037
$
56,718
$
225,755
$
46,135
$
271,890
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(10,555
)
(11,041
)
(21,595
)
(9,882
)
(31,502
)
(8,490
)
(39,992
)
Impact of change in foreign exchange
rates
477
1,256
1,652
1,539
3,217
1,410
4,561
Organic revenue growth
(Non-GAAP)
$
62,657
$
86,517
$
149,094
$
48,375
$
197,470
$
39,054
$
236,459
Net commissions and fees revenue growth
rate (GAAP)
24.2
%
25.7
%
25.1
%
15.6
%
21.9
%
13.0
%
19.5
%
Less: Impact of contingent commissions
(1)
0.1
(0.8
)
(0.5
)
0.7
(0.1
)
(0.7
)
(0.2
)
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
24.3
%
24.9
%
24.6
%
16.3
%
21.8
%
12.3
%
19.3
%
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(3)
(3.5
)
(2.9
)
(3.1
)
(2.8
)
(3.0
)
(2.3
)
(2.8
)
Impact of change in foreign exchange rates
(4)
0.2
0.3
0.2
0.4
0.3
0.4
0.3
Organic Revenue Growth Rate
(Non-GAAP)
21.0
%
22.3
%
21.7
%
13.9
%
19.1
%
10.4
%
16.8
%
(1)
Calculated by subtracting Net commissions
and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate.
(2)
Calculated by dividing the change in Total
net commissions & fees revenue excluding contingent commissions
by prior year net commissions and fees excluding contingent
commissions.
(3)
Calculated by taking the mergers and
acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions
and fees revenue generated from acquisitions, divided by prior
period net commissions and fees revenue excluding contingent
commissions.
(4)
Calculated by taking the change in foreign
exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions.
Three Months Ended
Three Months Ended
Six Months Ended
Three Months Ended
Nine Months Ended
Three Months Ended
Year Ended
Three Months Ended
(in thousands, except percentages)
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2023
Sep. 30, 2023
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2023
Mar. 31, 2024
Current period Net commissions and fees
revenue
$
447,513
$
573,020
$
1,020,533
$
487,345
$
1,507,878
$
518,718
$
2,026,596
$
537,887
Less: Current period contingent
commissions
(21,635
)
(4,502
)
(26,136
)
(4,487
)
(30,624
)
(8,404
)
(39,028
)
(24,503
)
Net Commissions and fees revenue
excluding contingent commissions
$
425,878
$
568,518
$
994,396
$
482,858
$
1,477,254
$
510,313
$
1,987,568
$
513,385
Prior period Net commissions and fees
revenue
$
386,681
$
490,227
$
876,908
$
407,551
$
1,284,459
$
427,402
$
1,711,861
$
447,513
Less: Prior year contingent
commissions
(15,209
)
(6,730
)
(21,939
)
(3,039
)
(24,978
)
(5,810
)
(30,788
)
(21,635
)
Prior period Net commissions and fees
revenue excluding contingent commissions
$
371,472
$
483,498
$
854,970
$
404,512
$
1,259,481
$
421,592
$
1,681,073
$
425,878
Change in Net commissions and fees revenue
excluding contingent commissions
$
54,406
$
85,021
$
139,427
$
78,346
$
217,773
$
88,721
$
306,494
$
87,507
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(5,373
)
(6,053
)
(11,486
)
(16,980
)
(28,563
)
(18,190
)
(46,496
)
(28,539
)
Impact of change in foreign exchange
rates
797
13
852
(739
)
350
(922
)
(479
)
(323
)
Organic revenue growth
(Non-GAAP)
$
49,830
$
78,981
$
128,793
$
60,628
$
189,560
$
69,609
$
259,519
$
58,644
Net commissions and fees revenue growth
rate (GAAP)
15.7
%
16.9
%
16.4
%
19.6
%
17.4
%
21.4
%
18.4
%
20.2
%
Less: Impact of contingent commissions
(1)
(1.1
)
0.7
(0.1
)
(0.2
)
(0.1
)
(0.4
)
(0.2
)
0.3
Net commissions and fees revenue
excluding contingent commissions growth rate (2)
14.6
%
17.6
%
16.3
%
19.4
%
17.3
%
21.0
%
18.2
%
20.5
%
Less: Mergers and acquisitions Net
commissions and fees revenue excluding contingent commissions
(3)
(1.4
)
(1.3
)
(1.3
)
(4.2
)
(2.3
)
(4.3
)
(2.8
)
(6.7
)
Impact of change in foreign exchange rates
(4)
0.2
—
0.1
(0.2
)
—
(0.2
)
—
(0.1
)
Organic Revenue Growth Rate
(Non-GAAP)
13.4
%
16.3
%
15.1
%
15.0
%
15.0
%
16.5
%
15.4
%
13.7
%
(1)
Calculated by subtracting Net commissions
and fees revenue growth rate from net commissions and fees revenue
excluding contingent commissions growth rate.
(2)
Calculated by dividing the change in Total
net commissions & fees revenue excluding contingent commissions
by prior year net commissions and fees excluding contingent
commissions.
(3)
Calculated by taking the mergers and
acquisitions net commissions and fees revenue excluding contingent
commissions, representing the first 12 months of net commissions
and fees revenue generated from acquisitions, divided by prior
period net commissions and fees revenue excluding contingent
commissions.
(4)
Calculated by taking the change in foreign
exchange rates divided by prior period net commissions and fees
revenue excluding contingent commissions.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240502385207/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
Ryan Specialty (NYSE:RYAN)
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Ryan Specialty (NYSE:RYAN)
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