|
|
|
RYAN SPECIALTY REPORTS FOURTH QUARTER 2022 RESULTS
- Total Revenue grew 14.9% year-over-year to $435.0 million -
- Organic Revenue Growth Rate of 10.3% year-over-year -
- Net Income of $45.8 million, or $0.14 per diluted share -
- Adjusted EBITDAC grew 5.8% year-over-year to $127.3 million -
- Adjusted Net Income declined 4.1% year over year to $73.8 million, or $0.27 per diluted share -
- Initiates 2023 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC Margin -
FEBRUARY 28, 2023 | CHICAGO, IL — Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”), a leading international specialty insurance firm, today announced results for the fourth quarter ended December 31, 2022.
Fourth Quarter 2022 Highlights
Full Year 2022 Highlights
1
|
|
|
“The Ryan Specialty team ended 2022 on a strong note, as another quarter of double-digit organic growth enabled us to generate 16% organic revenue growth for the full year, an outstanding accomplishment considering the progressively challenging macro environment throughout the year,” said Patrick G. Ryan, Founder, Chairman and Chief Executive Officer of Ryan Specialty. “This performance is continued validation of our differentiated business model and the strong execution from our world-class teammates throughout the year on behalf of our clients. As we look ahead to 2023, we see clear opportunities to invest in our business and optimize our operations to create additional efficiencies and enhance our platform in order to capitalize on growth opportunities while accelerating margins in the mid to long term. We remain well positioned with our strong balance sheet and E&S focus to continue expanding our market share, generating profitable growth and delivering long-term value for our investors.”
Summary of Fourth Quarter 2022 Results
|
|
Three Months Ended December 31, |
|
|
Change |
|
||||||||||
(in thousands, except percentages and per share data) |
|
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
||||
GAAP financial measures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
435,015 |
|
|
$ |
378,535 |
|
|
$ |
56,480 |
|
|
|
14.9 |
% |
Compensation and benefits |
|
|
270,542 |
|
|
|
253,793 |
|
|
|
16,749 |
|
|
|
6.6 |
|
General and administrative |
|
|
57,120 |
|
|
|
41,971 |
|
|
|
15,149 |
|
|
|
36.1 |
|
Total operating expenses |
|
|
355,766 |
|
|
|
323,286 |
|
|
|
32,480 |
|
|
|
10.0 |
|
Operating income |
|
|
79,249 |
|
|
|
55,249 |
|
|
|
24,000 |
|
|
|
43.4 |
|
Net income |
|
|
45,782 |
|
|
|
29,616 |
|
|
|
16,166 |
|
|
|
54.6 |
|
Net income attributable to Ryan Specialty Holdings, Inc. |
|
|
17,895 |
|
|
|
10,051 |
|
|
|
7,844 |
|
|
|
78.0 |
|
Total revenue growth rate (1) |
|
|
14.9 |
% |
|
|
15.8 |
% |
|
|
|
|
|
|
||
Compensation and benefits expense ratio (2) |
|
|
62.2 |
% |
|
|
67.0 |
% |
|
|
|
|
|
|
||
General and administrative expense ratio (3) |
|
|
13.1 |
% |
|
|
11.1 |
% |
|
|
|
|
|
|
||
Net income margin |
|
|
10.5 |
% |
|
|
7.8 |
% |
|
|
|
|
|
|
||
Earnings (loss) per share (4) |
|
$ |
0.16 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
||
Diluted earnings (loss) per share (4) |
|
$ |
0.14 |
|
|
$ |
0.09 |
|
|
|
|
|
|
|
||
Non-GAAP financial measures* |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Organic revenue growth rate |
|
|
10.3 |
% |
|
|
15.4 |
% |
|
|
|
|
|
|
||
Adjusted compensation and benefits expense |
|
$ |
252,571 |
|
|
$ |
221,111 |
|
|
$ |
31,460 |
|
|
|
14 |
% |
Adjusted compensation and benefits expense ratio |
|
|
58.1 |
% |
|
|
58.4 |
% |
|
|
|
|
|
|
||
Adjusted general and administrative expense |
|
$ |
55,182 |
|
|
$ |
37,107 |
|
|
$ |
18,075 |
|
|
|
48.7 |
% |
Adjusted general and administrative expense ratio |
|
|
12.7 |
% |
|
|
9.8 |
% |
|
|
|
|
|
|
||
Adjusted EBITDAC |
|
$ |
127,262 |
|
|
$ |
120,317 |
|
|
$ |
6,945 |
|
|
|
5.8 |
% |
Adjusted EBITDAC margin |
|
|
29.3 |
% |
|
|
31.8 |
% |
|
|
|
|
|
|
||
Adjusted net income |
|
$ |
73,833 |
|
|
$ |
76,983 |
|
|
$ |
(3,150 |
) |
|
|
(4.1 |
)% |
Adjusted net income margin |
|
|
17.0 |
% |
|
|
20.3 |
% |
|
|
|
|
|
|
||
Adjusted diluted earnings per share |
|
$ |
0.27 |
|
|
$ |
0.29 |
|
|
|
|
|
|
|
* 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.
2
|
|
|
Fourth Quarter 2022 Review*
Total revenue for the fourth quarter of 2022 was $435.0 million, an increase of 14.9% compared to $378.5 million in the prior-year period. This increase was primarily due to continued solid Organic revenue growth of 10.3%, driven by new client wins and expanded relationships with existing clients, coupled with continued expansion of the E&S market, revenue from acquisitions completed in the fourth quarter of 2021 and increased Fiduciary investment income.
Total operating expenses for the fourth quarter of 2022 were $355.8 million, a 10.0% increase compared to the prior-year period. This was primarily due to an increase in Compensation and benefits expense, which is heavily correlated to revenue growth, offset by a decline in Acquisition related long-term incentives as the final payments related to the All Risks LTIP plan were made in Q3 2022 and IPO related compensation as time passes and awards vest. General and administrative expense also increased compared to the prior-year period to accommodate revenue growth, including continued normalization of business travel and client entertainment.
Net income for the fourth quarter of 2022 increased 54.6% to $45.8 million, compared to $29.6 million in the prior-year period. The increase was mainly due to strong year-over-year revenue growth, lower IPO related charges, and partially offset by higher Interest expense, net. Diluted earnings per share for the fourth quarter of 2022 was $0.14, compared to $0.09 in the prior-year period.
Adjusted EBITDAC of $127.3 million grew 5.8% from $120.3 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 29.3%, compared to 31.8% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by solid revenue growth and higher Fiduciary investment income, partially offset by increased Adjusted compensation and benefits expense, as well as higher Adjusted general and administrative expense.
Adjusted net income for the fourth quarter of 2022 decreased 4.1% to $73.8 million, compared to $77.0 million in the prior-year period. Adjusted net income margin was 17.0%, compared to 20.3% in the prior-year period. Adjusted diluted earnings per share for the fourth quarter of 2022 decreased 6.9% to $0.27, compared to $0.29 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.
Fourth Quarter 2022 Revenue 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) |
|
2022 |
|
|
% of |
|
|
2021 |
|
|
% of |
|
|
Change |
|
|||||||||
Wholesale Brokerage |
|
$ |
287,968 |
|
|
|
67.4 |
% |
|
$ |
255,750 |
|
|
|
67.6 |
% |
|
$ |
32,218 |
|
|
|
12.6 |
% |
Binding Authority |
|
|
52,697 |
|
|
|
12.3 |
|
|
|
48,186 |
|
|
|
12.7 |
|
|
|
4,511 |
|
|
|
9.4 |
|
Underwriting Management |
|
|
86,737 |
|
|
|
20.3 |
|
|
|
74,443 |
|
|
|
19.7 |
|
|
|
12,294 |
|
|
|
16.5 |
|
Total Net commissions and fees |
|
$ |
427,402 |
|
|
|
|
|
$ |
378,379 |
|
|
|
|
|
$ |
49,023 |
|
|
|
13.0 |
% |
Liquidity and Financial Condition
As of December 31, 2022, the Company had Cash and cash equivalents of $992.7 million and outstanding debt principal of $2.0 billion.
3
|
|
|
ACCELERATE 2025
Today we are announcing ACCELERATE 2025, a two-year restructuring program, effective in the first quarter, that will enable continued growth, drive innovation, and deliver sustainable productivity improvements over the long term. The program will result in approximately $65 million of cumulative one-time charges through 2024 and we expect the program to generate annual savings of approximately $35 million in 2025.
Full Year 2023 Outlook*
The Company is initiating its full year 2023 outlook for both Organic Revenue Growth Rate and Adjusted EBITDAC Margin as follows:
* For a definition of Organic revenue growth rate and Adjusted EBITDAC margin as well as an explanation of the Company’s inability to provide reconciliations of these forward-looking non-GAAP measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
Conference Call Information
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 or its plans and objectives for future operations, growth initiatives, or strategies and the statements under the caption “Full Year 2023 Outlook” and “Accelerate 2025" 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
4
|
|
|
Patrick G. Ryan; the Company’s failure to recruit and retain revenue producers; the cyclicality of, and the economic conditions in, the markets in which the Company operates; conditions that result in reduced insurer capacity; 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; 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; the potential that the Company’s underwriting models contain errors or are otherwise ineffective; any damage to the Company’s reputation; decreases in current market share as a result of disintermediation within the insurance industry; impairment of goodwill; 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; the impact on the Company’s operations and financial condition from the effects of the current COVID-19 pandemic; the impact of breaches in security that cause significant system or network disruptions; 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; and the impact of being unable to refinance the Company’s indebtedness.
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
5
|
|
|
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, Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as applicable. The most directly comparable GAAP financial metric is Net income.
Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most 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 of the exchange of 100% of the outstanding non-voting common interest units of New Ryan Specialty, LLC (“LLC Common Units”), together with the shares of Class B common stock, into shares of Class A common stock and the effect of unvested equity awards. The most directly comparable GAAP financial metric is Diluted earnings (loss) per share.
The reconciliation of the above non-GAAP measures to their most directly comparable GAAP financial measure is set forth in the reconciliation table accompanying this release.
6
|
|
|
With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year 2023 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.
Contacts:
Investor Relations Noah Angeletti |
Media Relations Alice Phillips Topping |
7
|
|
|
Consolidated Statements of Income (Unaudited)
|
|
Three Months Ended December 31, |
|
|
Year Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net commissions and fees |
|
$ |
427,402 |
|
|
$ |
378,379 |
|
|
$ |
1,711,861 |
|
|
$ |
1,432,179 |
|
Fiduciary investment income |
|
|
7,613 |
|
|
|
156 |
|
|
|
13,332 |
|
|
|
592 |
|
Total revenue |
|
$ |
435,015 |
|
|
$ |
378,535 |
|
|
$ |
1,725,193 |
|
|
$ |
1,432,771 |
|
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Compensation and benefits |
|
|
270,542 |
|
|
|
253,793 |
|
|
|
1,128,981 |
|
|
|
991,618 |
|
General and administrative |
|
|
57,120 |
|
|
|
41,971 |
|
|
|
196,971 |
|
|
|
138,955 |
|
Amortization |
|
|
25,038 |
|
|
|
25,782 |
|
|
|
103,601 |
|
|
|
107,877 |
|
Depreciation |
|
|
1,787 |
|
|
|
1,205 |
|
|
|
5,690 |
|
|
|
4,806 |
|
Change in contingent consideration |
|
|
1,279 |
|
|
|
535 |
|
|
|
442 |
|
|
|
2,891 |
|
Total operating expenses |
|
$ |
355,766 |
|
|
$ |
323,286 |
|
|
$ |
1,435,685 |
|
|
$ |
1,246,147 |
|
OPERATING INCOME |
|
$ |
79,249 |
|
|
$ |
55,249 |
|
|
$ |
289,508 |
|
|
$ |
186,624 |
|
Interest expense, net |
|
|
29,367 |
|
|
|
19,130 |
|
|
|
104,829 |
|
|
|
79,354 |
|
Loss from equity method investment in related party |
|
|
— |
|
|
|
1,369 |
|
|
|
414 |
|
|
|
759 |
|
Other non-operating (income) loss |
|
|
(1,759 |
) |
|
|
(600 |
) |
|
|
5,073 |
|
|
|
44,947 |
|
INCOME BEFORE INCOME TAXES |
|
$ |
51,641 |
|
|
$ |
35,350 |
|
|
$ |
179,192 |
|
|
$ |
61,564 |
|
Income tax expense |
|
|
5,859 |
|
|
|
5,734 |
|
|
|
15,935 |
|
|
|
4,932 |
|
NET INCOME |
|
$ |
45,782 |
|
|
$ |
29,616 |
|
|
$ |
163,257 |
|
|
$ |
56,632 |
|
GAAP financial measures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
435,015 |
|
|
$ |
378,535 |
|
|
$ |
1,725,193 |
|
|
$ |
1,432,771 |
|
Compensation and benefits |
|
|
270,542 |
|
|
|
253,793 |
|
|
|
1,128,981 |
|
|
|
991,618 |
|
General and administrative |
|
|
57,120 |
|
|
|
41,971 |
|
|
|
196,971 |
|
|
|
138,955 |
|
Net income |
|
|
45,782 |
|
|
|
29,616 |
|
|
|
163,257 |
|
|
|
56,632 |
|
Compensation and benefits expense ratio |
|
|
62.2 |
% |
|
|
67.0 |
% |
|
|
65.4 |
% |
|
|
69.2 |
% |
General and administrative expense ratio |
|
|
13.1 |
% |
|
|
11.1 |
% |
|
|
11.4 |
% |
|
|
9.7 |
% |
Net income margin |
|
|
10.5 |
% |
|
|
7.8 |
% |
|
|
9.5 |
% |
|
|
4.0 |
% |
Earnings per share |
|
$ |
0.16 |
|
|
$ |
0.10 |
|
|
$ |
0.57 |
|
|
$ |
(0.07 |
) |
Diluted earnings per share |
|
$ |
0.14 |
|
|
$ |
0.09 |
|
|
$ |
0.52 |
|
|
$ |
(0.07 |
) |
Non-GAAP Financial Measures (Unaudited)
|
Three Months Ended December 31, |
|
|
Year Ended December 31, |
|
||||||||||
(in thousands, except percentages and per share data) |
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Non-GAAP financial measures* |
|
|
|
|
|
|
|
|
|
|
|
||||
Organic revenue growth rate |
|
10.3 |
% |
|
|
15.4 |
% |
|
|
16.4 |
% |
|
|
22.4 |
% |
Adjusted compensation and benefits expense |
$ |
252,571 |
|
|
$ |
221,111 |
|
|
$ |
1,021,823 |
|
|
$ |
846,563 |
|
Adjusted compensation and benefits expense ratio |
|
58.1 |
% |
|
|
58.4 |
% |
|
|
59.2 |
% |
|
|
59.1 |
% |
Adjusted general and administrative expense |
$ |
55,182 |
|
|
$ |
37,107 |
|
|
$ |
185,956 |
|
|
$ |
125,977 |
|
Adjusted general and administrative expense ratio |
|
12.7 |
% |
|
|
9.8 |
% |
|
|
10.8 |
% |
|
|
8.8 |
% |
Adjusted EBITDAC |
$ |
127,262 |
|
|
$ |
120,317 |
|
|
$ |
517,414 |
|
|
$ |
460,231 |
|
Adjusted EBITDAC margin |
|
29.3 |
% |
|
|
31.8 |
% |
|
|
30.0 |
% |
|
|
32.1 |
% |
Adjusted net income |
$ |
73,833 |
|
|
$ |
76,983 |
|
|
$ |
311,991 |
|
|
$ |
290,117 |
|
Adjusted net income margin |
|
17.0 |
% |
|
|
20.3 |
% |
|
|
18.1 |
% |
|
|
20.2 |
% |
Adjusted diluted earnings per share |
$ |
0.27 |
|
|
$ |
0.29 |
|
|
$ |
1.15 |
|
|
$ |
1.08 |
|
8
|
|
|
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share data) |
|
December 31, 2022 |
|
|
December 31, 2021 |
|
||
ASSETS |
|
|
|
|
|
|
||
CURRENT ASSETS |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
992,723 |
|
|
$ |
386,962 |
|
Commissions and fees receivable – net |
|
|
231,423 |
|
|
|
210,252 |
|
Fiduciary cash and receivables |
|
|
2,611,647 |
|
|
|
2,390,185 |
|
Prepaid incentives – net |
|
|
8,584 |
|
|
|
7,726 |
|
Other current assets |
|
|
49,690 |
|
|
|
15,882 |
|
Total current assets |
|
$ |
3,894,067 |
|
|
$ |
3,011,007 |
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
||
Goodwill |
|
|
1,314,984 |
|
|
|
1,309,267 |
|
Other intangible assets |
|
|
486,444 |
|
|
|
573,930 |
|
Prepaid incentives – net |
|
|
20,792 |
|
|
|
25,382 |
|
Equity method investment in related party |
|
|
38,514 |
|
|
|
45,417 |
|
Property and equipment – net |
|
|
31,271 |
|
|
|
15,290 |
|
Lease right-of-use assets |
|
|
143,870 |
|
|
|
84,874 |
|
Deferred tax assets |
|
|
396,814 |
|
|
|
382,753 |
|
Other non-current assets |
|
|
56,987 |
|
|
|
10,788 |
|
Total non-current assets |
|
$ |
2,489,676 |
|
|
$ |
2,447,701 |
|
TOTAL ASSETS |
|
$ |
6,383,743 |
|
|
$ |
5,458,708 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
CURRENT LIABILITIES |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
119,022 |
|
|
|
99,403 |
|
Accrued compensation |
|
|
350,369 |
|
|
|
386,301 |
|
Operating lease liabilities |
|
|
22,744 |
|
|
|
18,783 |
|
Short-term debt and current portion of long-term debt |
|
|
30,587 |
|
|
|
23,469 |
|
Fiduciary liabilities |
|
|
2,611,647 |
|
|
|
2,390,185 |
|
Total current liabilities |
|
$ |
3,134,369 |
|
|
$ |
2,918,141 |
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
||
Accrued compensation |
|
|
10,048 |
|
|
|
4,371 |
|
Operating lease liabilities |
|
|
151,944 |
|
|
|
74,386 |
|
Long-term debt |
|
|
1,951,900 |
|
|
|
1,566,627 |
|
Deferred tax liabilities |
|
|
562 |
|
|
|
631 |
|
Tax Receivable Agreement liabilities |
|
|
295,347 |
|
|
|
272,100 |
|
Other non-current liabilities |
|
|
21,761 |
|
|
|
27,675 |
|
Total non-current liabilities |
|
$ |
2,431,562 |
|
|
$ |
1,945,790 |
|
TOTAL LIABILITIES |
|
$ |
5,565,931 |
|
|
$ |
4,863,931 |
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 112,437,825 and 109,894,548 shares issued and outstanding at December 31, 2022 and 2021, respectively) |
|
|
112 |
|
|
|
110 |
|
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 147,214,275 and 149,162,107 shares issued and outstanding at December 31, 2022 and 2021, respectively) |
|
|
147 |
|
|
|
149 |
|
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at December 31, 2022 and 2021) |
|
|
— |
|
|
|
— |
|
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2022 and 2021) |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
418,123 |
|
|
|
348,865 |
|
Retained earnings (accumulated deficit) |
|
|
53,988 |
|
|
|
(7,064 |
) |
Accumulated other comprehensive income |
|
|
6,035 |
|
|
|
1,714 |
|
Total stockholders' equity attributable to Ryan Specialty Holdings, Inc. |
|
$ |
478,405 |
|
|
$ |
343,774 |
|
Non-controlling interests |
|
|
339,407 |
|
|
|
251,003 |
|
Total stockholders' equity |
|
$ |
817,812 |
|
|
$ |
594,777 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
6,383,743 |
|
|
$ |
5,458,708 |
|
9
|
|
|
Consolidated Statements of Cash Flows (Unaudited)
|
|
Year Ended December 31, |
|
|||||
(in thousands) |
|
2022 |
|
|
2021 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net income |
|
$ |
163,257 |
|
|
$ |
56,632 |
|
Adjustments to reconcile net income to cash flows provided by operating activities: |
|
|
|
|
|
|
||
Loss (gain) from equity method investment in related party |
|
|
414 |
|
|
|
759 |
|
Amortization |
|
|
103,601 |
|
|
|
107,877 |
|
Depreciation |
|
|
5,690 |
|
|
|
4,806 |
|
Prepaid and deferred compensation expense |
|
|
28,831 |
|
|
|
46,470 |
|
Non-cash equity-based compensation |
|
|
77,480 |
|
|
|
67,534 |
|
Amortization of deferred debt issuance costs |
|
|
12,054 |
|
|
|
11,372 |
|
Amortization of interest rate cap premium |
|
|
4,636 |
|
|
|
— |
|
Deferred income tax expense (benefit) |
|
|
8,986 |
|
|
|
(1,154 |
) |
Loss on extinguishment of existing debt |
|
|
— |
|
|
|
8,634 |
|
Loss on Tax Receivable Agreement |
|
|
5,553 |
|
|
|
— |
|
Change (net of acquisitions) in: |
|
|
|
|
|
|
||
Commissions and fees receivable – net |
|
|
(20,370 |
) |
|
|
(29,657 |
) |
Accrued interest liability |
|
|
7,776 |
|
|
|
760 |
|
Other current assets and accrued liabilities |
|
|
(63,659 |
) |
|
|
78,728 |
|
Other non-current assets and accrued liabilities |
|
|
1,265 |
|
|
|
(79,268 |
) |
Total cash flows provided by operating activities |
|
$ |
335,514 |
|
|
$ |
273,493 |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Business combinations - net of cash acquired and cash held in a fiduciary capacity |
|
|
— |
|
|
|
(108,883 |
) |
Asset acquisitions |
|
|
(7,714 |
) |
|
|
(343,158 |
) |
Prepaid incentives issued – net of repayments |
|
|
337 |
|
|
|
3,885 |
|
Equity method investment in related party |
|
|
— |
|
|
|
— |
|
Capital expenditures |
|
|
(15,043 |
) |
|
|
(9,781 |
) |
Total cash flows used for investing activities |
|
$ |
(22,420 |
) |
|
$ |
(457,937 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Contributions of members' and mezzanine equity |
|
|
— |
|
|
|
— |
|
Allocation of contribution to Redeemable Preferred Units embedded derivative |
|
|
— |
|
|
|
— |
|
Proceeds from senior secured notes |
|
|
394,000 |
|
|
|
— |
|
Payment of interest rate cap premium |
|
|
(25,500 |
) |
|
|
— |
|
Interest rate cap receipts |
|
|
2,174 |
|
|
|
— |
|
Repayment of term debt |
|
|
(16,500 |
) |
|
|
(16,500 |
) |
Borrowing of term debt |
|
|
— |
|
|
|
— |
|
Debt issuance costs paid |
|
|
(2,369 |
) |
|
|
(2,431 |
) |
Finance lease and other costs paid |
|
|
(36 |
) |
|
|
(129 |
) |
Payment of contingent consideration |
|
|
(6,241 |
) |
|
|
(4,495 |
) |
Purchase of remaining interest in Ryan Re |
|
|
— |
|
|
|
(48,368 |
) |
Repurchase of preferred equity |
|
|
— |
|
|
|
(78,256 |
) |
Tax distributions to LLC unitholders |
|
|
(39,883 |
) |
|
|
(47,096 |
) |
Equity repurchases from pre-IPO unitholders |
|
|
— |
|
|
|
(3,880 |
) |
Repurchase of Class A common stock in the IPO |
|
|
— |
|
|
|
(183,616 |
) |
Repurchase of pre-IPO LLC Units and payment of Alternative TRA Payments |
|
|
— |
|
|
|
(780,352 |
) |
Issuance of Class A common stock in the IPO, net of offering costs paid |
|
|
— |
|
|
|
1,448,097 |
|
Repayment of unsecured promissory notes |
|
|
— |
|
|
|
(1,108 |
) |
Repayment of subordinated notes |
|
|
— |
|
|
|
— |
|
Borrowings on revolving credit facilities |
|
|
— |
|
|
|
— |
|
Repayments on revolving credit facilities |
|
|
— |
|
|
|
— |
|
Receipt of taxes related to net share settlement of equity awards |
|
|
7,168 |
|
|
|
— |
|
Taxes paid related to net share settlement of equity awards |
|
|
(7,168 |
) |
|
|
— |
|
Payment of Tax Receivable Agreement liabilities |
|
|
(8,309 |
) |
|
|
— |
|
Net change in fiduciary liabilities |
|
|
17,420 |
|
|
|
147,418 |
|
Total cash flows provided by financing activities |
|
$ |
314,756 |
|
|
$ |
429,284 |
|
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity |
|
|
(126 |
) |
|
|
(883 |
) |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY |
|
$ |
627,724 |
|
|
$ |
243,957 |
|
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance |
|
|
1,139,661 |
|
|
|
895,704 |
|
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance |
|
$ |
1,767,385 |
|
|
$ |
1,139,661 |
|
Reconciliation of cash, cash equivalents, and cash held in a fiduciary capacity |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
992,723 |
|
|
|
386,962 |
|
Cash held in a fiduciary capacity |
|
|
774,662 |
|
|
|
752,699 |
|
Total cash, cash equivalents, and cash held in a fiduciary capacity |
|
$ |
1,767,385 |
|
|
$ |
1,139,661 |
|
10
|
|
|
Net Commissions and Fees
|
|
Three Months Ended December 31, |
|
|
Period over Period |
|
||||||||||||||||||
(in thousands, except percentages) |
|
2022 |
|
|
% of |
|
|
2021 |
|
|
% of |
|
|
Change |
|
|||||||||
Wholesale Brokerage |
|
$ |
287,968 |
|
|
|
67.4 |
% |
|
$ |
255,750 |
|
|
|
67.6 |
% |
|
$ |
32,218 |
|
|
|
12.6 |
% |
Binding Authority |
|
|
52,697 |
|
|
|
12.3 |
|
|
|
48,186 |
|
|
|
12.7 |
|
|
|
4,511 |
|
|
|
9.4 |
|
Underwriting Management |
|
|
86,737 |
|
|
|
20.3 |
|
|
|
74,443 |
|
|
|
19.7 |
|
|
|
12,294 |
|
|
|
16.5 |
|
Total Net commissions and fees |
|
$ |
427,402 |
|
|
|
|
|
$ |
378,379 |
|
|
|
|
|
$ |
49,023 |
|
|
|
13.0 |
% |
|
|
Year Ended December 31, |
|
|
Period over Period |
|
||||||||||||||||||
(in thousands, except percentages) |
|
2022 |
|
|
% of |
|
|
2021 |
|
|
% of |
|
|
Change |
|
|||||||||
Wholesale Brokerage |
|
$ |
1,129,241 |
|
|
|
66.0 |
% |
|
$ |
931,979 |
|
|
|
65.1 |
% |
|
$ |
197,262 |
|
|
|
21.2 |
% |
Binding Authority |
|
|
231,048 |
|
|
|
13.5 |
|
|
|
209,622 |
|
|
|
14.6 |
|
|
|
21,426 |
|
|
|
10.2 |
|
Underwriting Management |
|
|
351,572 |
|
|
|
20.5 |
|
|
|
290,578 |
|
|
|
20.3 |
|
|
|
60,994 |
|
|
|
21.0 |
|
Total Net commissions and fees |
|
$ |
1,711,861 |
|
|
|
|
|
$ |
1,432,179 |
|
|
|
|
|
$ |
279,682 |
|
|
|
19.5 |
% |
11
|
|
|
Reconciliation of Organic Revenue Growth Rate to Total Revenue Growth Rate
|
|
Three Months Ended |
|
|||||
|
|
December 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Total Revenue Growth Rate (GAAP) (1) |
|
|
14.9 |
% |
|
|
15.8 |
% |
Less: Mergers and Acquisitions (2) |
|
|
(2.2 |
) |
|
|
(0.6 |
) |
Change in Other (3) |
|
|
(2.4 |
) |
|
|
0.2 |
|
Organic Revenue Growth Rate (Non-GAAP) |
|
|
10.3 |
% |
|
|
15.4 |
% |
|
|
Year Ended December 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Total Revenue Growth Rate (GAAP) (1) |
|
|
20.4 |
% |
|
|
40.7 |
% |
Less: Mergers and Acquisitions (2) |
|
|
(2.8 |
) |
|
|
(18.3 |
) |
Change in Other (3) |
|
|
(1.2 |
) |
|
|
0.0 |
|
Organic Revenue Growth Rate (Non-GAAP) |
|
|
16.4 |
% |
|
|
22.4 |
% |
12
|
|
|
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense
|
|
Three Months Ended |
|
|||||
|
|
December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
435,015 |
|
|
$ |
378,535 |
|
Compensation and Benefits Expense |
|
$ |
270,542 |
|
|
$ |
253,793 |
|
Acquisition related long-term incentive compensation |
|
|
88 |
|
|
|
(9,568 |
) |
Restructuring and related expense |
|
|
— |
|
|
|
(688 |
) |
Amortization and expense related to discontinued prepaid |
|
|
(1,663 |
) |
|
|
(1,768 |
) |
Equity-based compensation |
|
|
(5,380 |
) |
|
|
(2,380 |
) |
IPO related expenses |
|
|
(11,016 |
) |
|
|
(18,278 |
) |
Adjusted Compensation and Benefits Expense (1) |
|
$ |
252,571 |
|
|
$ |
221,111 |
|
Compensation and Benefits Expense Ratio |
|
|
62.2 |
% |
|
|
67.0 |
% |
Adjusted Compensation and Benefits Expense Ratio |
|
|
58.1 |
% |
|
|
58.4 |
% |
|
|
Year Ended December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
1,725,193 |
|
|
$ |
1,432,771 |
|
Compensation and Benefits Expense |
|
$ |
1,128,981 |
|
|
$ |
991,618 |
|
Acquisition-related expense |
|
|
(122 |
) |
|
|
— |
|
Acquisition related long-term incentive compensation |
|
|
(22,093 |
) |
|
|
(38,405 |
) |
Restructuring and related expense |
|
|
(724 |
) |
|
|
(9,934 |
) |
Amortization and expense related to discontinued prepaid |
|
|
(6,738 |
) |
|
|
(7,209 |
) |
Equity-based compensation |
|
|
(23,390 |
) |
|
|
(13,639 |
) |
IPO related expenses |
|
|
(54,091 |
) |
|
|
(75,868 |
) |
Adjusted Compensation and Benefits Expense (1) |
|
$ |
1,021,823 |
|
|
$ |
846,563 |
|
Compensation and Benefits Expense Ratio |
|
|
65.4 |
% |
|
|
69.2 |
% |
Adjusted Compensation and Benefits Expense Ratio |
|
|
59.2 |
% |
|
|
59.1 |
% |
13
|
|
|
Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense
|
|
Three Months Ended |
|
|||||
|
|
December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
435,015 |
|
|
$ |
378,535 |
|
General and Administrative Expense |
|
$ |
57,120 |
|
|
$ |
41,971 |
|
Acquisition-related expense |
|
|
(1,710 |
) |
|
|
(2,147 |
) |
Restructuring and related expense |
|
|
— |
|
|
|
(441 |
) |
Other non-recurring expense |
|
|
— |
|
|
|
3 |
|
IPO related expenses |
|
|
(228 |
) |
|
|
(2,279 |
) |
Adjusted General and Administrative Expense (1) |
|
$ |
55,182 |
|
|
$ |
37,107 |
|
General and Administrative Expense Ratio |
|
|
13.1 |
% |
|
|
11.1 |
% |
Adjusted General and Administrative Expense Ratio |
|
|
12.7 |
% |
|
|
9.8 |
% |
|
|
Year Ended December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
1,725,193 |
|
|
$ |
1,432,771 |
|
General and Administrative Expense |
|
$ |
196,971 |
|
|
$ |
138,955 |
|
Acquisition-related expense |
|
|
(4,477 |
) |
|
|
(4,275 |
) |
Restructuring and related expense |
|
|
(4,993 |
) |
|
|
(4,727 |
) |
Other non-recurring expense |
|
|
— |
|
|
|
(351 |
) |
IPO related expenses |
|
|
(1,545 |
) |
|
|
(3,625 |
) |
Adjusted General and Administrative Expense (1) |
|
$ |
185,956 |
|
|
$ |
125,977 |
|
General and Administrative Expense Ratio |
|
|
11.4 |
% |
|
|
9.7 |
% |
Adjusted General and Administrative Expense Ratio |
|
|
10.8 |
% |
|
|
8.8 |
% |
14
|
|
|
Reconciliation of Adjusted EBITDAC to Net Income
|
|
Three Months Ended |
|
|||||
|
|
December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
435,015 |
|
|
$ |
378,535 |
|
Net Income |
|
$ |
45,782 |
|
|
$ |
29,616 |
|
Interest expense, net |
|
|
29,367 |
|
|
|
19,130 |
|
Income tax expense |
|
|
5,859 |
|
|
|
5,734 |
|
Depreciation |
|
|
1,787 |
|
|
|
1,205 |
|
Amortization |
|
|
25,038 |
|
|
|
25,782 |
|
Change in contingent consideration |
|
|
1,279 |
|
|
|
535 |
|
EBITDAC |
|
$ |
109,112 |
|
|
$ |
82,002 |
|
Acquisition-related expense (1) |
|
|
1,710 |
|
|
|
2,147 |
|
Acquisition related long-term incentive compensation (2) |
|
|
(88 |
) |
|
|
9,568 |
|
Restructuring and related expense (3) |
|
|
— |
|
|
|
1,129 |
|
Amortization and expense related to discontinued prepaid incentives (4) |
|
|
1,663 |
|
|
|
1,768 |
|
Other non-operating loss (income) (5) |
|
|
(1,759 |
) |
|
|
(600 |
) |
Equity-based compensation (6) |
|
|
5,380 |
|
|
|
2,380 |
|
Other non-recurring expense |
|
|
— |
|
|
|
(3 |
) |
IPO related expenses (7) |
|
|
11,244 |
|
|
|
20,557 |
|
(Income) / loss from equity method investments in related party |
|
|
— |
|
|
|
1,369 |
|
Adjusted EBITDAC |
|
$ |
127,262 |
|
|
$ |
120,317 |
|
Net Income Margin (8) |
|
|
10.5 |
% |
|
|
7.8 |
% |
Adjusted EBITDAC Margin |
|
|
29.3 |
% |
|
|
31.8 |
% |
15
|
|
|
|
|
Year Ended December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
1,725,193 |
|
|
$ |
1,432,771 |
|
Net Income |
|
$ |
163,257 |
|
|
$ |
56,632 |
|
Interest expense, net |
|
|
104,829 |
|
|
|
79,354 |
|
Income tax expense |
|
|
15,935 |
|
|
|
4,932 |
|
Depreciation |
|
|
5,690 |
|
|
|
4,806 |
|
Amortization |
|
|
103,601 |
|
|
|
107,877 |
|
Change in contingent consideration |
|
|
442 |
|
|
|
2,891 |
|
EBITDAC |
|
$ |
393,754 |
|
|
$ |
256,492 |
|
Acquisition-related expense (1) |
|
|
4,599 |
|
|
|
4,275 |
|
Acquisition related long-term incentive compensation (2) |
|
|
22,093 |
|
|
|
38,405 |
|
Restructuring and related expense (3) |
|
|
5,717 |
|
|
|
14,661 |
|
Amortization and expense related to discontinued prepaid incentives (4) |
|
|
6,738 |
|
|
|
7,209 |
|
Other non-operating loss (income) (5) |
|
|
5,073 |
|
|
|
44,947 |
|
Equity-based compensation (6) |
|
|
23,390 |
|
|
|
13,639 |
|
Other non-recurring expense (7) |
|
|
— |
|
|
|
351 |
|
IPO related expenses (8) |
|
|
55,636 |
|
|
|
79,493 |
|
(Income) / loss from equity method investments in related party |
|
|
414 |
|
|
|
759 |
|
Adjusted EBITDAC (9) |
|
$ |
517,414 |
|
|
$ |
460,231 |
|
Net Income Margin (10) |
|
|
9.5 |
% |
|
|
4.0 |
% |
Adjusted EBITDAC Margin |
|
|
30.0 |
% |
|
|
32.1 |
% |
16
|
|
|
17
|
|
|
Reconciliation of Adjusted Net Income to Net Income
|
|
Three Months Ended |
|
|||||
|
|
December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
435,015 |
|
|
$ |
378,535 |
|
Net Income |
|
$ |
45,782 |
|
|
$ |
29,616 |
|
Income tax expense |
|
|
5,859 |
|
|
|
5,734 |
|
Amortization |
|
|
25,038 |
|
|
|
25,782 |
|
Amortization of deferred debt issuance costs (1) |
|
|
3,037 |
|
|
|
2,826 |
|
Change in contingent consideration |
|
|
1,279 |
|
|
|
535 |
|
Acquisition-related expense (2) |
|
|
1,710 |
|
|
|
2,147 |
|
Acquisition related long-term incentive compensation (3) |
|
|
(88 |
) |
|
|
9,568 |
|
Restructuring and related expense (4) |
|
|
— |
|
|
|
1,129 |
|
Amortization and expense related to discontinued prepaid incentives (5) |
|
|
1,663 |
|
|
|
1,768 |
|
Other non-operating loss (income) (6) |
|
|
(1,759 |
) |
|
|
(600 |
) |
Equity-based compensation (7) |
|
|
5,380 |
|
|
|
2,380 |
|
Other non-recurring expense |
|
|
— |
|
|
|
(3 |
) |
IPO related expenses (8) |
|
|
11,244 |
|
|
|
20,557 |
|
(Income) / loss from equity method investments in related party |
|
|
— |
|
|
|
1,369 |
|
Adjusted Income before Income Taxes |
|
$ |
99,145 |
|
|
$ |
102,808 |
|
Adjusted tax expense (9) |
|
|
(25,312 |
) |
|
|
(25,825 |
) |
Adjusted Net Income |
|
$ |
73,833 |
|
|
$ |
76,983 |
|
Net Income Margin (10) |
|
|
10.5 |
% |
|
|
7.8 |
% |
Adjusted Net Income Margin |
|
|
17.0 |
% |
|
|
20.3 |
% |
18
|
|
|
|
|
Year Ended December 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total Revenue |
|
$ |
1,725,193 |
|
|
$ |
1,432,771 |
|
Net Income |
|
$ |
163,257 |
|
|
$ |
56,632 |
|
Income tax expense |
|
|
15,935 |
|
|
|
4,932 |
|
Amortization |
|
|
103,601 |
|
|
|
107,877 |
|
Amortization of deferred debt issuance costs (1) |
|
|
12,054 |
|
|
|
11,372 |
|
Change in contingent consideration |
|
|
442 |
|
|
|
2,891 |
|
Acquisition-related expense (2) |
|
|
4,599 |
|
|
|
4,275 |
|
Acquisition related long-term incentive compensation (3) |
|
|
22,093 |
|
|
|
38,405 |
|
Restructuring and related expense (4) |
|
|
5,717 |
|
|
|
14,661 |
|
Amortization and expense related to discontinued prepaid incentives (5) |
|
|
6,738 |
|
|
|
7,209 |
|
Other non-operating loss (income) (6) |
|
|
5,073 |
|
|
|
44,947 |
|
Equity-based compensation (7) |
|
|
23,390 |
|
|
|
13,639 |
|
Other non-recurring expense (8) |
|
|
— |
|
|
|
351 |
|
IPO related expenses (9) |
|
|
55,636 |
|
|
|
79,493 |
|
(Income) / loss from equity method investments in related party |
|
|
414 |
|
|
|
759 |
|
Adjusted Income before Income Taxes |
|
$ |
418,949 |
|
|
$ |
387,443 |
|
Adjusted tax expense (10) |
|
|
(106,958 |
) |
|
|
(97,326 |
) |
Adjusted Net Income (11) |
|
$ |
311,991 |
|
|
$ |
290,117 |
|
Net Income Margin (12) |
|
|
9.5 |
% |
|
|
4.0 |
% |
Adjusted Net Income Margin |
|
|
18.1 |
% |
|
|
20.2 |
% |
19
|
|
|
20
|
|
|
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
|
|
Three Months Ended December 31, 2022 |
|
|||||||||||||||||||||
|
|
|
|
|
Adjustments |
|
|
|
|
|||||||||||||||
(in thousands, except per share data) |
|
U.S. GAAP |
|
|
Less: Net income attributed to dilutive awards and substantively vested shares (1) |
|
|
Plus: Net income attributed to non-controlling interests (2) |
|
|
Plus: Adjustments to Adjusted net income |
|
|
Plus: Dilutive impact of unvested equity awards |
|
|
Adjusted diluted earnings per share |
|
||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Class A |
|
$ |
38,722 |
|
|
$ |
(20,827 |
) |
|
$ |
27,887 |
|
|
$ |
28,051 |
|
|
$ |
— |
|
|
$ |
73,833 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares of Class A |
|
|
267,771 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,871 |
|
|
|
270,642 |
|
Net income per share of Class A |
|
$ |
0.14 |
|
|
$ |
(0.08 |
) |
|
$ |
0.10 |
|
|
$ |
0.10 |
|
|
$ |
(0.00 |
) |
|
$ |
0.27 |
|
|
|
Three Months Ended December 31, 2021 |
|
|||||||||||||||||||||
|
|
|
|
|
Adjustments |
|
|
|
|
|||||||||||||||
(in thousands, except per share data) |
|
U.S. GAAP |
|
|
Less: Net income attributed to dilutive awards and substantively vested shares (1) |
|
|
Plus: Impact of all LLC Common Units exchanged for Class A shares (2) |
|
|
Plus: Adjustments to Adjusted net income |
|
|
Plus: Dilutive impact of unvested equity awards |
|
|
Adjusted diluted earnings per share |
|
||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Class A |
|
$ |
10,534 |
|
|
$ |
(483 |
) |
|
$ |
19,565 |
|
|
$ |
47,367 |
|
|
$ |
— |
|
|
$ |
76,983 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares of Class A |
|
|
113,531 |
|
|
|
— |
|
|
|
143,153 |
|
|
|
— |
|
|
|
11,852 |
|
|
|
268,536 |
|
Net income (loss) per share of Class A |
|
$ |
0.09 |
|
|
$ |
— |
|
|
$ |
0.02 |
|
|
$ |
0.19 |
|
|
$ |
(0.01 |
) |
|
$ |
0.29 |
|
21
|
|
|
|
|
Year Ended December 31, 2022 |
|
|||||||||||||||||||||
|
|
|
|
|
Adjustments |
|
|
|
|
|||||||||||||||
(in thousands, except per share data) |
|
U.S. GAAP |
|
|
Less: Net income attributed to dilutive awards and substantively vested shares (1) |
|
|
Plus: Net income attributed to non-controlling interests (2) |
|
|
Plus: Adjustments to Adjusted net income |
|
|
Plus: Dilutive impact of unvested equity awards |
|
|
Adjusted diluted earnings per share |
|
||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Class A |
|
$ |
137,370 |
|
|
$ |
(76,318 |
) |
|
$ |
102,205 |
|
|
$ |
148,734 |
|
|
$ |
— |
|
|
$ |
311,991 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares of Class A |
|
|
265,750 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,731 |
|
|
|
270,481 |
|
Net income per share of Class A |
|
$ |
0.52 |
|
|
$ |
(0.29 |
) |
|
$ |
0.38 |
|
|
$ |
0.56 |
|
|
$ |
(0.02 |
) |
|
$ |
1.15 |
|
22
|
|
|
|
|
Year Ended December 31, 2021 |
|
|||||||||||||||||||||
|
|
|
|
|
Adjustments |
|
|
|
|
|||||||||||||||
(in thousands, except per share data) |
|
U.S. GAAP |
|
|
Plus: Net income (loss) attributable to the LLC before the Organizational Transactions |
|
|
Plus: Impact of all LLC Common Units exchanged for Class A shares (1) |
|
|
Plus: Adjustments to Adjusted net income |
|
|
Plus: Dilutive impact of unvested equity awards |
|
|
Adjusted diluted earnings per share |
|
||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Class A |
|
$ |
(7,064 |
) |
|
$ |
72,937 |
|
|
$ |
(9,241 |
) |
|
$ |
233,485 |
|
|
$ |
— |
|
|
$ |
290,117 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares of Class A |
|
|
105,730 |
|
|
|
— |
|
|
|
142,968 |
|
|
|
— |
|
|
|
19,313 |
|
|
|
268,011 |
|
Net income (loss) per share of Class A |
|
$ |
(0.07 |
) |
|
$ |
0.69 |
|
|
$ |
(0.40 |
) |
|
$ |
0.94 |
|
|
$ |
(0.08 |
) |
|
$ |
1.08 |
|
23