ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) | |||
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Class A Common Stock, $0.001 par value per share |
☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company |
Year Ended December 31, | ||||||
(in thousands, except percentages and per share data) | 2024 | 2023 | 2022 | |||
Revenue | ||||||
Net commissions and fees | $2,455,671 | $2,026,596 | $1,711,861 | |||
Fiduciary investment income | 60,039 | 50,953 | 13,332 | |||
Total revenue | $2,515,710 | $2,077,549 | $1,725,193 | |||
Expenses | ||||||
Compensation and benefits | 1,591,077 | 1,321,029 | 1,128,981 | |||
General and administrative | 352,050 | 276,181 | 196,971 | |||
Amortization | 157,845 | 106,799 | 103,601 | |||
Depreciation | 9,785 | 9,038 | 5,690 | |||
Change in contingent consideration | (22,859) | 5,421 | 442 | |||
Total operating expenses | $2,087,898 | $1,718,468 | $1,435,685 | |||
Operating income | $427,812 | $359,081 | $289,508 | |||
Interest expense, net | 158,448 | 119,507 | 104,829 | |||
Loss (income) from equity method investment in related party | (18,231) | (8,731) | 414 | |||
Other non-operating loss | 15,041 | 10,380 | 5,073 | |||
Income before income taxes | $272,554 | $237,925 | $179,192 | |||
Income tax expense | 42,641 | 43,445 | 15,935 | |||
Net income | $229,913 | $194,480 | $163,257 | |||
GAAP financial measures | ||||||
Revenue | $2,515,710 | $2,077,549 | $1,725,193 | |||
Compensation and benefits | 1,591,077 | 1,321,029 | 1,128,981 | |||
General and administrative | 352,050 | 276,181 | 196,971 | |||
Net income | 229,913 | 194,480 | 163,257 | |||
Total revenue growth rate | 21.1% | 20.4% | 20.4% | |||
Compensation and benefits expense ratio (1) | 63.2% | 63.6% | 65.4% | |||
General and administrative expense ratio (2) | 14.0% | 13.3% | 11.4% | |||
Net income margin (3) | 9.1% | 9.4% | 9.5% | |||
Earnings per share (4) | $0.78 | $0.53 | $0.57 | |||
Diluted earnings per share (4) | $0.71 | $0.52 | $0.52 | |||
Non-GAAP financial measures* | ||||||
Organic revenue growth rate | 12.8% | 15.4% | 16.8% | |||
Adjusted compensation and benefits expense | $1,426,674 | $1,222,342 | $1,021,823 | |||
Adjusted compensation and benefits expense ratio | 56.7% | 58.8% | 59.2% | |||
Adjusted general and administrative expense | $277,813 | $230,467 | $185,956 | |||
Adjusted general and administrative expense ratio | 11.0% | 11.1% | 10.8% | |||
Adjusted EBITDAC | $811,223 | $624,740 | $517,414 | |||
Adjusted EBITDAC margin | 32.2% | 30.1% | 30.0% | |||
Adjusted net income | $493,521 | $375,582 | $311,991 | |||
Adjusted net income margin | 19.6% | 18.1% | 18.1% | |||
Adjusted diluted earnings per share | $1.79 | $1.38 | $1.15 |
Year Ended December 31, | Period over Period | |||||||||||
(in thousands, except percentages) | 2024 | % of total | 2023 | % of total | Change | |||||||
Wholesale Brokerage | $1,489,077 | 60.6% | $1,319,056 | 65.1% | $170,021 | 12.9% | ||||||
Binding Authority | 320,379 | 13.0 | 275,961 | 13.6 | 44,418 | 16.1 | ||||||
Underwriting Management | 646,215 | 26.3 | 431,579 | 21.3 | 214,636 | 49.7 | ||||||
Total Net commissions and fees | $2,455,671 | $2,026,596 | $429,075 | 21.2% |
Year Ended December 31, | Period over Period | |||||||||||
(in thousands, except percentages) | 2024 | % of total | 2023 | % of total | Change | |||||||
Net commissions and policy fees | $2,310,384 | 94.1% | $1,935,851 | 95.5% | $374,533 | 19.3% | ||||||
Supplemental and contingent commissions | 88,842 | 3.6 | 56,375 | 2.8 | 32,467 | 57.6 | ||||||
Loss mitigation and other fees | 56,445 | 2.3 | 34,370 | 1.7 | 22,075 | 64.2 | ||||||
Total Net commissions and fees | $2,455,671 | $2,026,596 | $429,075 | 21.2% |
Year Ended December 31, | Period over Period | |||||||||||
(in thousands, except percentages) | 2023 | % of total | 2022 | % of total | Change | |||||||
Wholesale Brokerage | $1,319,056 | 65.1% | $1,129,241 | 66.0% | $189,815 | 16.8% | ||||||
Binding Authority | 275,961 | 13.6 | 231,048 | 13.5 | 44,913 | 19.4 | ||||||
Underwriting Management | 431,579 | 21.3 | 351,572 | 20.5 | 80,007 | 22.8 | ||||||
Total Net commissions and fees | $2,026,596 | $1,711,861 | $314,735 | 18.4% |
Year Ended December 31, | Period over Period | |||||||||||
(in thousands, except percentages) | 2023 | % of total | 2022 | % of total | Change | |||||||
Net commissions and policy fees | $1,935,851 | 95.5% | $1,633,325 | 95.4% | $302,526 | 18.5% | ||||||
Supplemental and contingent commissions | 56,375 | 2.8 | 50,005 | 2.9 | 6,370 | 12.7 | ||||||
Loss mitigation and other fees | 34,370 | 1.7 | 28,531 | 1.7 | 5,839 | 20.5 | ||||||
Total Net commissions and fees | $2,026,596 | $1,711,861 | $314,735 | 18.4% |
Year Ended December 31, | |||||
(in thousands, except percentages) | 2024 | 2023 | 2022 | ||
Current period Net commissions and fees revenue | $2,455,671 | $2,026,596 | $1,711,861 | ||
Less: Current period contingent commissions | (73,175) | (39,028) | (30,788) | ||
Net Commissions and fees revenue excluding contingent commissions | $2,382,496 | $1,987,568 | $1,681,073 | ||
Prior period Net commissions and fees revenue | $2,026,596 | $1,711,861 | $1,432,179 | ||
Less: Prior period contingent commissions | (39,028) | (30,788) | (22,995) | ||
Prior period Net commissions and fees revenue excluding contingent commissions | $1,987,568 | $1,681,073 | $1,409,184 | ||
Change in Net commissions and fees revenue excluding contingent commissions | $394,928 | $306,494 | $271,890 | ||
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions | (141,972) | (46,496) | (39,992) | ||
Impact of change in foreign exchange rates | (791) | (479) | 4,561 | ||
Organic revenue growth (Non-GAAP) | $252,165 | $259,519 | $236,459 | ||
Net commissions and fees revenue growth rate (GAAP) | 21.2 % | 18.4 % | 19.5 % | ||
Less: Impact of contingent commissions (1) | (1.3) | (0.2) | (0.2) | ||
Net commissions and fees revenue excluding contingent commissions growth rate (2) | 19.9 % | 18.2 % | 19.3 % | ||
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3) | (7.1) | (2.8) | (2.8) | ||
Impact of change in foreign exchange rates (4) | 0.0 | 0.0 | 0.3 | ||
Organic Revenue Growth Rate (Non-GAAP) | 12.8 % | 15.4 % | 16.8 % |
Year Ended December 31, | ||||||
(in thousands, except percentages) | 2024 | 2023 | 2022 | |||
Total Revenue | $2,515,710 | $2,077,549 | $1,725,193 | |||
Compensation and Benefits Expense | $1,591,077 | $1,321,029 | $1,128,981 | |||
Acquisition-related expense | (15,373) | (4,186) | (122) | |||
Acquisition related long-term incentive compensation (1) | (24,946) | 4,334 | (22,093) | |||
Restructuring and related expense | (39,929) | (22,651) | (724) | |||
Amortization and expense related to discontinued prepaid incentives | (5,160) | (6,441) | (6,738) | |||
Equity-based compensation | (52,038) | (31,047) | (23,390) | |||
IPO related expenses | (26,957) | (38,696) | (54,091) | |||
Adjusted Compensation and Benefits Expense (2) | $1,426,674 | $1,222,342 | $1,021,823 | |||
Compensation and Benefits Expense Ratio | 63.2% | 63.6% | 65.4% | |||
Adjusted Compensation and Benefits Expense Ratio | 56.7% | 58.8% | 59.2% |
Year Ended December 31, | ||||||
(in thousands, except percentages) | 2024 | 2023 | 2022 | |||
Total Revenue | $2,515,710 | $2,077,549 | $1,725,193 | |||
General and Administrative Expense | $352,050 | $276,181 | $196,971 | |||
Acquisition-related expense | (54,469) | (19,088) | (4,477) | |||
Restructuring and related expense | (19,768) | (26,626) | (4,993) | |||
IPO related expenses | — | — | (1,545) | |||
Adjusted General and Administrative Expense (1) | $277,813 | $230,467 | $185,956 | |||
General and Administrative Expense Ratio | 14.0% | 13.3% | 11.4% | |||
Adjusted General and Administrative Expense Ratio | 11.0% | 11.1% | 10.8% |
Year Ended December 31, | ||||||
(in thousands, except percentages) | 2024 | 2023 | 2022 | |||
Total Revenue | $2,515,710 | $2,077,549 | $1,725,193 | |||
Net Income | $229,913 | $194,480 | $163,257 | |||
Interest expense, net | 158,448 | 119,507 | 104,829 | |||
Income tax expense | 42,641 | 43,445 | 15,935 | |||
Depreciation | 9,785 | 9,038 | 5,690 | |||
Amortization | 157,845 | 106,799 | 103,601 | |||
Change in contingent consideration (1) | (22,859) | 5,421 | 442 | |||
EBITDAC | $575,773 | $478,690 | $393,754 | |||
Acquisition-related expense | 69,842 | 23,274 | 4,599 | |||
Acquisition related long-term incentive compensation (2) | 24,946 | (4,334) | 22,093 | |||
Restructuring and related expense | 59,697 | 49,277 | 5,717 | |||
Amortization and expense related to discontinued prepaid incentives | 5,160 | 6,441 | 6,738 | |||
Other non-operating loss | 15,041 | 10,380 | 5,073 | |||
Equity-based compensation | 52,038 | 31,047 | 23,390 | |||
IPO related expenses | 26,957 | 38,696 | 55,636 | |||
Loss (income) from equity method investments in related party | (18,231) | (8,731) | 414 | |||
Adjusted EBITDAC | $811,223 | $624,740 | $517,414 | |||
Net Income Margin | 9.1% | 9.4% | 9.5% | |||
Adjusted EBITDAC Margin | 32.2% | 30.1% | 30.0% |
Year Ended December 31, | ||||||
(in thousands, except percentages) | 2024 | 2023 | 2022 | |||
Total Revenue | $2,515,710 | $2,077,549 | $1,725,193 | |||
Net Income | $229,913 | $194,480 | $163,257 | |||
Income tax expense | 42,641 | 43,445 | 15,935 | |||
Amortization | 157,845 | 106,799 | 103,601 | |||
Amortization of deferred debt issuance costs (1) | 23,930 | 12,172 | 12,054 | |||
Change in contingent consideration | (22,859) | 5,421 | 442 | |||
Acquisition-related expense | 69,842 | 23,274 | 4,599 | |||
Acquisition related long-term incentive compensation | 24,946 | (4,334) | 22,093 | |||
Restructuring and related expense | 59,697 | 49,277 | 5,717 | |||
Amortization and expense related to discontinued prepaid incentives | 5,160 | 6,441 | 6,738 | |||
Other non-operating loss | 15,041 | 10,380 | 5,073 | |||
Equity-based compensation | 52,038 | 31,047 | 23,390 | |||
IPO related expenses | 26,957 | 38,696 | 55,636 | |||
Loss (income) loss from equity method investments in related party | (18,231) | (8,731) | 414 | |||
Adjusted Income before Income Taxes (2) | $666,920 | $508,367 | $418,949 | |||
Adjusted tax expense (3) | (173,399) | (132,785) | (106,958) | |||
Adjusted Net Income | $493,521 | $375,582 | $311,991 | |||
Net Income Margin | 9.1% | 9.4% | 9.5% | |||
Adjusted Net Income Margin | 19.6% | 18.1% | 18.1% |
Year Ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
Earnings per share of Class A common stock – diluted | $0.71 | $0.52 | $0.52 | |||
Less: Net income attributed to dilutive shares and substantively vested RSUs (1) | — | (0.03) | (0.29) | |||
Plus: Impact of all LLC Common Units exchanged for Class A shares (2) | 0.14 | 0.24 | 0.38 | |||
Plus: Adjustments to Adjusted net income (3) | 0.97 | 0.67 | 0.56 | |||
Plus: Dilutive impact of unvested equity awards (4) | (0.03) | (0.02) | (0.02) | |||
Adjusted diluted earnings per share | $1.79 | $1.38 | $1.15 | |||
(Share count in ’000s) | ||||||
Weighted-average shares of Class A common stock outstanding – diluted | 132,891 | 125,745 | 265,750 | |||
Plus: Impact of all LLC Common Units exchanged for Class A shares (2) | 138,980 | 142,384 | — | |||
Plus: Dilutive impact of unvested equity awards (4) | 4,417 | 4,137 | 4,731 | |||
Adjusted diluted earnings per share diluted share count | 276,288 | 272,266 | 270,481 |
(in thousands) | Exchange Tax Attributes | Pre-IPO M&A Tax Attributes | TRA Payment Tax Attributes | TRA Liabilities | ||||
Balance at December 31, 2023 | $194,668 | $85,814 | $78,416 | $358,898 | ||||
Exchange of LLC Common Units | 73,433 | 5,660 | 21,982 | 101,075 | ||||
Remeasurement – change in state rate | (932) | (391) | (1,183) | (2,506) | ||||
Remeasurement – foreign tax credits | (895) | — | — | (895) | ||||
Interest expense | — | — | 1,302 | 1,302 | ||||
Payments | (13,041) | (7,668) | (869) | (21,578) | ||||
Balance at December 31, 2024 | $253,233 | $83,415 | $99,648 | $436,296 |
Long-term Incentive Compensation Agreements | ||
(in thousands) | December 31, 2024 | |
Current accrued compensation | $11,055 | |
Non-current accrued compensation | 11,854 | |
Total liability | $22,909 | |
Projected future expense | 7,757 | |
Total projected future cash outflows | $30,666 | |
Projected Future Cash Outflows | ||
(in thousands) | ||
2025 | $13,763 | |
2026 | 6,053 | |
2027 | 10,698 | |
2028 | 51 | |
Thereafter | $101 |
Contingent Consideration | ||
(in thousands) | December 31, 2024 | |
Current accounts payable and accrued liabilities | $48,164 | |
Other non-current liabilities | 80,895 | |
Total liability | $129,059 | |
Projected future expense | 13,115 | |
Total projected future cash outflows | $142,174 | |
Projected Future Cash Outflows | ||
(in thousands) | ||
2025 | $48,945 | |
2026 | 416 | |
2027 | 92,813 | |
2028 | — | |
Thereafter | $— |
(in thousands) | Balance at December 31, 2024 | 100 BPS Increase | 100 BPS Decrease | ||
Cash and cash equivalents | $540,203 | $(5,402) | $5,402 | ||
Term Loan principal outstanding (1) | 1,700,000 | 17,000 | $(17,000) | ||
Interest rate cap notional amount (2) | 1,000,000 | (10,000) | $10,000 | ||
Net exposure to Interest expense, net | 1,598 | (1,598) | |||
Cash and cash equivalents held in a fiduciary capacity | 1,140,602 | 11,406 | $(11,406) | ||
Net exposure to Fiduciary investment income | $11,406 | $(11,406) | |||
Impact to Net income | $9,808 | $(9,808) |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022 | |
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024, 2023, and 2022 | |
Year Ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
REVENUE | ||||||
Net commissions and fees | $ | $ | $ | |||
Fiduciary investment income | ||||||
Total revenue | $ | $ | $ | |||
EXPENSES | ||||||
Compensation and benefits | ||||||
General and administrative | ||||||
Amortization | ||||||
Depreciation | ||||||
Change in contingent consideration | ( | |||||
Total operating expenses | $ | $ | $ | |||
OPERATING INCOME | $ | $ | $ | |||
Interest expense, net | ||||||
Loss (income) from equity method investment in related party | ( | ( | ||||
Other non-operating loss | ||||||
INCOME BEFORE INCOME TAXES | $ | $ | $ | |||
Income tax expense | ||||||
NET INCOME | $ | $ | $ | |||
Net income attributable to non-controlling interests, net of tax | ||||||
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. | $ | $ | $ | |||
NET INCOME PER SHARE OF CLASS A COMMON STOCK: | ||||||
Basic | $ | $ | $ | |||
Diluted | $ | $ | $ | |||
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING: | ||||||
Basic | ||||||
Diluted |
Year Ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
NET INCOME | $ | $ | $ | |||
Net income attributable to non-controlling interests, net of tax | ||||||
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. | $ | $ | $ | |||
Other comprehensive income (loss), net of tax: | ||||||
Gain on interest rate cap | ||||||
(Gain) on interest rate cap reclassified to earnings | ( | ( | ( | |||
Foreign currency translation adjustments | ( | ( | ||||
Change in share of equity method investment in related party other comprehensive income (loss) | ( | ( | ||||
Total other comprehensive income (loss), net of tax | $( | $( | $ | |||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. | $ | $ | $ |
December 31, 2024 | December 31, 2023 | |||
ASSETS | ||||
CURRENT ASSETS | ||||
Cash and cash equivalents | $ | $ | ||
Commissions and fees receivable – net | ||||
Fiduciary cash and receivables | ||||
Prepaid incentives – net | ||||
Other current assets | ||||
Total current assets | $ | $ | ||
NON-CURRENT ASSETS | ||||
Goodwill | ||||
Customer relationships | ||||
Other intangible assets | ||||
Prepaid incentives – net | ||||
Equity method investment in related party | ||||
Property and equipment – net | ||||
Lease right-of-use assets | ||||
Deferred tax assets | ||||
Other non-current assets | ||||
Total non-current assets | $ | $ | ||
TOTAL ASSETS | $ | $ | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | $ | $ | ||
Accrued compensation | ||||
Operating lease liabilities | ||||
Short-term debt and current portion of long-term debt | ||||
Fiduciary liabilities | ||||
Total current liabilities | $ | $ | ||
NON-CURRENT LIABILITIES | ||||
Accrued compensation | ||||
Operating lease liabilities | ||||
Long-term debt | ||||
Tax Receivable Agreement liabilities | ||||
Deferred tax liabilities | ||||
Other non-current liabilities | ||||
Total non-current liabilities | $ | $ | ||
TOTAL LIABILITIES | $ | $ | ||
STOCKHOLDERS’ EQUITY | ||||
Class A common stock ($ shares issued and outstanding at December 31, 2024 and 2023, respectively) | ||||
Class B common stock ($ shares issued and outstanding at December 31, 2024 and 2023, respectively) | ||||
Class X common stock ($ outstanding at December 31, 2024 and 2023) | ||||
Preferred stock ($ December 31, 2024 and 2023) | ||||
Additional paid-in capital | ||||
Retained earnings | ||||
Accumulated other comprehensive income (loss) | ( | |||
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc. | $ | $ | ||
Non-controlling interests | ||||
Total stockholders’ equity | $ | $ | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ |
Year Ended December 31, | |||||
2024 | 2023 | 2022 | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income | $ | $ | $ | ||
Adjustments to reconcile net income to cash flows provided by operating activities: | |||||
Loss (income) from equity method investment in related party | ( | ( | |||
Amortization | |||||
Depreciation | |||||
Prepaid and deferred compensation expense | |||||
Non-cash equity-based compensation | |||||
Amortization of deferred debt issuance costs | |||||
Amortization of interest rate cap premium | |||||
Deferred income tax expense | |||||
Deferred income tax expense from common control reorganizations | |||||
(Gain) loss on Tax Receivable Agreement | ( | ||||
Changes in operating assets and liabilities, net of acquisitions: | |||||
Commissions and fees receivable – net | ( | ( | ( | ||
Accrued interest liability | |||||
Other current and non-current assets | ( | ( | |||
Other current and non-current liabilities | ( | ( | |||
Total cash flows provided by operating activities | $ | $ | $ | ||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Business combinations – net of cash acquired and cash held in a fiduciary capacity | ( | ( | |||
Capital expenditures | ( | ( | ( | ||
Asset acquisitions | ( | ||||
Repayments of prepaid incentives | |||||
Total cash flows used in investing activities | $( | $( | $( | ||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from Senior Secured Notes | |||||
Borrowings on Revolving Credit Facility | |||||
Repayments on Revolving Credit Facility | ( | ||||
Debt issuance costs paid | ( | ( | |||
Proceeds from term debt | |||||
Repayment of term debt | ( | ( | ( | ||
Payment of interest rate cap premium, net | ( | ||||
Payment of contingent consideration | ( | ( | |||
Tax distributions to non-controlling LLC Unitholders | ( | ( | ( | ||
Receipt of taxes related to net share settlement of equity awards | |||||
Taxes paid related to net share settlement of equity awards | ( | ( | ( | ||
Payment of Tax Receivable Agreement liabilities | ( | ( | ( | ||
Dividends paid to Class A common shareholders | ( | ||||
Distributions to non-controlling LLC Unitholders | ( | ||||
Payment of accrued return on Ryan Re preferred units | ( | ||||
Finance lease and other costs paid | ( | ||||
Net change in fiduciary liabilities | |||||
Total cash flows provided by (used in) financing activities | $ | $( | $ | ||
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | ( | ( | |||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY | $( | $( | $ | ||
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Beginning balance | |||||
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Ending balance | $ | $ | $ | ||
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | |||||
Cash and cash equivalents | $ | $ | $ | ||
Cash and cash equivalents held in a fiduciary capacity | |||||
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | $ | $ | $ |
Class A Common Stock | Class B Common Stock | |||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | Non- controlling Interests | Total Stockholders’ Equity | ||||||||||
Balance at December 31, 2021 | $ | $ | $ | $( | $ | $ | $ | |||||||||||
Net income | — | — | — | — | — | — | ||||||||||||
Issuance of common stock | — | — | — | — | ||||||||||||||
Exchange of LLC equity for common stock | ( | ( | — | — | ( | |||||||||||||
Forfeiture of common stock | ( | ( | — | — | — | — | — | — | ( | |||||||||
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes | — | — | — | — | ( | — | — | — | ( | |||||||||
Distributions declared for non-controlling interest holders’ tax | — | — | — | — | — | — | — | ( | ( | |||||||||
Change in share of equity method investment in related party other comprehensive loss | — | — | — | — | — | — | ( | ( | ( | |||||||||
Gain on interest rate cap, net | — | — | — | — | — | — | ||||||||||||
Foreign currency translation adjustments | — | — | — | — | — | — | ( | ( | ( | |||||||||
Equity-based compensation | — | — | — | — | — | — | ||||||||||||
Balance at December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | |||||||||||
Net income | — | — | — | — | — | — | ||||||||||||
Issuance of common stock | — | — | ||||||||||||||||
Forfeiture and retirement of common stock | ( | — | — | — | ( | — | — | ( | ||||||||||
Exchange of LLC equity for common stock | ( | ( | — | — | ( | |||||||||||||
Equity awards withheld for settlement of employee tax obligations | — | — | — | — | — | — | — | ( | ( | |||||||||
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes | — | — | — | — | ( | — | — | ( | ||||||||||
Distributions declared for non-controlling interest holders’ tax | — | — | — | — | — | — | — | ( | ( | |||||||||
Change in share of equity method investment in related party other comprehensive loss | — | — | — | — | — | — | ( | ( | ( | |||||||||
Loss on interest rate cap, net | — | — | — | — | — | — | ( | ( | ( | |||||||||
Foreign currency translation adjustments | — | — | — | — | — | — | ||||||||||||
Equity-based compensation | — | — | — | — | — | — | ||||||||||||
Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | $ |
Class A Common Stock | Class B Common Stock | |||||||||||||||||
Shares | Amount | Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interests | Total Stockholders’ Equity | ||||||||||
Balance at December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | |||||||||||
Net income | — | — | — | — | — | — | ||||||||||||
Issuance of common stock | — | — | — | |||||||||||||||
Forfeiture and retirement of common stock | ( | — | — | — | ( | — | — | ( | ||||||||||
Exchange of LLC equity for common stock | ( | ( | — | — | ( | |||||||||||||
Equity awards withheld for settlement of employee tax obligations | — | — | — | — | — | — | — | ( | ( | |||||||||
Class A common stock dividends and Dividend Equivalents | — | — | — | — | — | ( | — | — | ( | |||||||||
Distributions and Declared Distributions to non-controlling LLC Unitholders | — | — | — | — | — | — | — | ( | ( | |||||||||
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes | — | — | — | — | ( | — | — | |||||||||||
Distributions declared for non-controlling interest holders’ tax | — | — | — | — | — | — | — | ( | ( | |||||||||
Change in share of equity method investment in related party other comprehensive income | — | — | — | — | — | — | ||||||||||||
Loss on interest rate cap, net | — | — | — | — | — | — | ( | ( | ( | |||||||||
Foreign currency translation adjustments | — | — | — | — | — | — | ( | ( | ( | |||||||||
Equity-based compensation | — | — | — | — | — | — | ||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | $( | $ | $ |
Year Ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
Wholesale Brokerage | $ | $ | $ | |||
Binding Authority | ||||||
Underwriting Management | ||||||
Total Net commissions and fees | $ | $ | $ |
Castel | US Assure | Greenhill | Ethos P&C | EverSports | Innovisk | Total | ||||||||
Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | |||||||
Commissions and fees receivable – net | ||||||||||||||
Fiduciary cash and receivables | ||||||||||||||
Goodwill | ||||||||||||||
Customer relationships1 | ||||||||||||||
Other intangible assets | ||||||||||||||
Lease right-of-use assets | ||||||||||||||
Other current and non-current assets | ||||||||||||||
Total assets acquired | $ | $ | $ | $ | $ | $ | $ | |||||||
Accounts payable and accrued liabilities | ||||||||||||||
Accrued compensation | ||||||||||||||
Fiduciary liabilities | ||||||||||||||
Operating lease liabilities | ||||||||||||||
Deferred tax liabilities | ||||||||||||||
Total liabilities assumed | $ | $ | $ | $ | $ | $ | $ | |||||||
Net assets acquired | $ | $ | $ | $ | $ | $ | $ |
Year Ended December 31, | ||||
2024 | 2023 | |||
Total revenue | $ | $ | ||
Net income |
Year Ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
Change in contingent consideration | $( | $ | $ | |||
Interest expense, net | ||||||
Total | $( | $ | $ |
Year Ended December 31, | ||||||
2024 | 2023 | Total | ||||
Operations and technology optimization | $ | $ | $ | |||
Compensation and benefits | ||||||
Asset impairment and other termination costs | ||||||
Total | $ | $ | $ |
Operations and Technology Optimization | Compensation and Benefits | Asset Impairment and Other Termination Costs | Total | |||||
Balance at December 31, 2023 | $ | $ | $ | $ | ||||
Accrued costs | ||||||||
Payments | ( | ( | ( | |||||
Non-cash adjustments | ( | ( | ||||||
Balance at December 31, 2024 | $ | $ | $ | $ |
Year Ended December 31, | ||||
2024 | 2023 | |||
Balance at beginning of period | $ | $ | ||
Write-offs | ( | ( | ||
Increase in provision | ||||
Balance at end of period | $ | $ |
As of December 31, | ||||
2024 | 2023 | |||
Prepaid expenses | $ | $ | ||
Insurance recoverable | ||||
Interest rate cap | ||||
Other current receivables | ||||
Total Other current assets | $ | $ |
Goodwill | ||
Balance at December 31, 2022 | $ | |
Acquisitions | ||
Impact of exchange rate changes | ||
Balance at December 31, 2023 | $ | |
Acquisitions | ||
Measurement period adjustments | ||
Impact of exchange rate changes | ( | |
Balance at December 31, 2024 | $ |
As of December 31, 2024 | As of December 31, 2023 | |||||||||||
Cost | Accumulated Amortization | Net Carrying Amount | Cost | Accumulated Amortization | Net Carrying Amount | |||||||
Customer relationships | $ | $( | $ | $ | $( | $ | ||||||
Trade names | ( | ( | ||||||||||
Internally developed software | ( | ( | ||||||||||
Total | $ | $( | $ | $ | $( | $ |
Customer Relationships | Trade Names | Internally Developed Software | ||||
2025 | $ | $ | $ | |||
2026 | ||||||
2027 | ||||||
2028 | ||||||
2029 | ||||||
Thereafter | ||||||
Total | $ | $ | $ |
Year Ended December 31, | ||||||
2024 | 2023 | 2022 | ||||
Lease costs | ||||||
Operating lease costs | $ | $ | $ | |||
Finance lease costs | ||||||
Short-term lease costs | ||||||
Operating lease costs | ||||||
Finance lease costs | ||||||
Sublease income | ( | ( | ( | |||
Lease costs – net | $ | $ | $ | |||
Cash paid for amounts included in the measurement of lease liabilities | ||||||
Operating cash flows used for operating leases | $ | $ | $ | |||
Non-cash related activities | ||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | ||||||
Amortization of right-of-use assets for operating lease activity | ||||||
Weighted average discount rate (percent) | ||||||
Operating leases | ||||||
Finance leases | ||||||
Weighted average remaining lease term (years) | ||||||
Operating leases | ||||||
Finance leases | — | — |
2025 | $ | |
2026 | ||
2027 | ||
2028 | ||
2029 | ||
Thereafter | ||
Total undiscounted future lease payments | $ | |
Less: Imputed interest | ( | |
Present value lease liabilities | $ |
As of December 31, | ||||
2024 | 2023 | |||
Term debt | ||||
Adjusted Term SOFR + SOFR + | $ | $ | ||
Senior secured notes | ||||
August 1, 2032 | ||||
Revolving debt | ||||
SOFR + up to to matures | ||||
Premium financing notes | ||||
Commercial notes, periodic interest and principal payments, expire | ||||
Commercial notes, periodic interest and principal payments, expire | ||||
Commercial notes, periodic interest and principal payments, expire | ||||
Commercial notes, periodic interest and principal payments, expired | ||||
Commercial notes, periodic interest and principal payments, expired | ||||
Commercial notes, periodic interest and principal payments, expired | ||||
Commercial notes, periodic interest and principal payments, expired | ||||
Units subject to mandatory redemption | ||||
Total debt | $ | $ | ||
Less: Short-term debt and current portion of long-term debt | ( | ( | ||
Long-term debt | $ | $ |
2025 | $ | |
2026 | ||
2027 | ||
2028 | ||
2029 | ||
Thereafter | ||
Total repayments | $ | |
Less: Unamortized discounts and debt issuance costs | ( | |
Total | $ |