Three Months Ended March 31, | Change | |||||||
(in thousands, except percentages and per share data) | 2025 | 2024 | $ | % | ||||
GAAP financial measures | ||||||||
Total revenue | $690,166 | $552,046 | $138,120 | 25.0% | ||||
Net commissions and fees | 676,128 | 537,887 | 138,241 | 25.7 | ||||
Compensation and benefits | 430,289 | 373,527 | 56,762 | 15.2 | ||||
General and administrative | 106,060 | 75,867 | 30,193 | 39.8 | ||||
Total operating expenses | 589,931 | 479,397 | 110,534 | 23.1 | ||||
Operating income | 100,235 | 72,649 | 27,586 | 38.0 | ||||
Net income (loss) | (4,389) | 40,677 | (45,066) | NM | ||||
Net income (loss) attributable to Ryan Specialty Holdings, Inc. | (27,642) | 16,535 | (44,177) | NM | ||||
Compensation and benefits expense ratio (1) | 62.3% | 67.7% | ||||||
General and administrative expense ratio (2) | 15.4% | 13.7% | ||||||
Net income (loss) margin (3) | (0.6)% | 7.4% | ||||||
Earnings (loss) per share (4) | $(0.22) | $0.14 | ||||||
Diluted earnings (loss) per share (4) | $(0.22) | $0.13 | ||||||
Non-GAAP financial measures* | ||||||||
Organic revenue growth rate | 12.9% | 13.7% | ||||||
Adjusted compensation and benefits expense | $397,428 | $330,022 | $67,406 | 20.4% | ||||
Adjusted compensation and benefits expense ratio | 57.6% | 59.8% | ||||||
Adjusted general and administrative expense | $92,237 | $64,802 | $27,435 | 42.3% | ||||
Adjusted general and administrative expense ratio | 13.4% | 11.7% | ||||||
Adjusted EBITDAC | $200,501 | $157,222 | $43,279 | 27.5% | ||||
Adjusted EBITDAC margin | 29.1% | 28.5% | ||||||
Adjusted net income | $107,839 | $95,417 | $12,422 | 13.0% | ||||
Adjusted net income margin | 15.6% | 17.3% | ||||||
Adjusted diluted earnings per share | $0.39 | $0.35 | $0.04 | 11.4% |
Three Months Ended March 31, | ||||||||||||
(in thousands, except percentages) | 2025 | % of total | 2024 | % of total | Change | |||||||
Wholesale Brokerage | $360,788 | 53.4% | $323,445 | 60.1% | $37,343 | 11.5% | ||||||
Binding Authorities | 101,950 | 15.1 | 88,635 | 16.5 | 13,315 | 15.0 | ||||||
Underwriting Management | 213,390 | 31.5 | 125,807 | 23.4 | 87,583 | 69.6 | ||||||
Total net commissions and fees | $676,128 | $537,887 | $138,241 | 25.7% |
Three Months Ended March 31, | ||||||||||||
(in thousands, except percentages) | 2025 | % of total | 2024 | % of total | Change | |||||||
Net commissions and policy fees | $623,966 | 92.3% | $494,445 | 91.9% | $129,521 | 26.2% | ||||||
Supplemental and contingent commissions | 37,773 | 5.6 | 29,256 | 5.5 | 8,517 | 29.1 | ||||||
Loss mitigation and other fees | 14,389 | 2.1 | 14,186 | 2.6 | 203 | 1.4 | ||||||
Total net commissions and fees | $676,128 | $537,887 | $138,241 | 25.7% |
Investor Relations Nicholas Mezick VP, 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 |
Three Months Ended March 31, 2025 | ||||
(in thousands, except percentages and per share data) | 2025 | 2024 | ||
Revenue | ||||
Net commissions and fees | $676,128 | $537,887 | ||
Fiduciary investment income | 14,038 | 14,159 | ||
Total revenue | $690,166 | $552,046 | ||
Expenses | ||||
Compensation and benefits | 430,289 | 373,527 | ||
General and administrative | 106,060 | 75,867 | ||
Amortization | 64,985 | 27,988 | ||
Depreciation | 2,639 | 2,080 | ||
Change in contingent consideration | (14,042) | (65) | ||
Total operating expenses | $589,931 | $479,397 | ||
Operating income | $100,235 | $72,649 | ||
Interest expense, net | 54,508 | 29,400 | ||
(Income) from equity method investment in related party | (4,937) | (5,606) | ||
Other non-operating loss (income) | (377) | 1,752 | ||
Income before income taxes | $51,041 | $47,103 | ||
Income tax expense | 55,430 | 6,426 | ||
Net income (loss) | $(4,389) | $40,677 | ||
GAAP financial measures | ||||
Total revenue | $690,166 | $552,046 | ||
Net commissions and fees | 676,128 | 537,887 | ||
Compensation and benefits | 430,289 | 373,527 | ||
General and administrative | 106,060 | 75,867 | ||
Net income (loss) | (4,389) | 40,677 | ||
Compensation and benefits expense ratio (1) | 62.3 % | 67.7 % | ||
General and administrative expense ratio (2) | 15.4 % | 13.7 % | ||
Net income (loss) margin (3) | (0.6) % | 7.4 % | ||
Earnings (loss) per share (4) | $(0.22) | $0.14 | ||
Diluted earnings (loss) per share (4) | $(0.22) | $0.13 |
Three Months Ended March 31, 2025 | ||||
(in thousands, except percentages and per share data) | 2025 | 2024 | ||
Non-GAAP financial measures* | ||||
Organic revenue growth rate | 12.9 % | 13.7 % | ||
Adjusted compensation and benefits expense | $397,428 | $330,022 | ||
Adjusted compensation and benefits expense ratio | 57.6 % | 59.8 % | ||
Adjusted general and administrative expense | $92,237 | $64,802 | ||
Adjusted general and administrative expense ratio | 13.4 % | 11.7 % | ||
Adjusted EBITDAC | $200,501 | $157,222 | ||
Adjusted EBITDAC margin | 29.1 % | 28.5 % | ||
Adjusted net income | $107,839 | $95,417 | ||
Adjusted net income margin | 15.6 % | 17.3 % | ||
Adjusted diluted earnings per share | $0.39 | $0.35 |
(in thousands, except share and per share data) | March 31, 2025 | December 31, 2024 | ||
ASSETS | ||||
CURRENT ASSETS | ||||
Cash and cash equivalents | $203,549 | $540,203 | ||
Commissions and fees receivable – net | 432,476 | 389,758 | ||
Fiduciary cash and receivables | 3,888,694 | 3,739,727 | ||
Prepaid incentives – net | 9,248 | 9,219 | ||
Other current assets | 75,143 | 109,951 | ||
Total current assets | $4,609,110 | $4,788,858 | ||
NON-CURRENT ASSETS | ||||
Goodwill | 3,024,348 | 2,646,676 | ||
Customer relationships | 1,554,690 | 1,392,048 | ||
Other intangible assets | 97,993 | 83,674 | ||
Prepaid incentives – net | 15,824 | 17,442 | ||
Equity method investment in related party | 72,443 | 70,877 | ||
Property and equipment – net | 60,396 | 50,209 | ||
Lease right-of-use assets | 131,585 | 133,256 | ||
Deferred tax assets | 308,862 | 448,289 | ||
Other non-current assets | 14,788 | 18,589 | ||
Total non-current assets | $5,280,929 | $4,861,060 | ||
TOTAL ASSETS | $9,890,039 | $9,649,918 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
CURRENT LIABILITIES | ||||
Accounts payable and accrued liabilities | $197,177 | $249,200 | ||
Accrued compensation | 229,821 | 486,322 | ||
Operating lease liabilities | 22,297 | 22,107 | ||
Tax Receivable Agreement liabilities | 24,411 | — | ||
Short-term debt and current portion of long-term debt | 36,208 | 51,732 | ||
Fiduciary liabilities | 3,888,694 | 3,739,727 | ||
Total current liabilities | $4,398,608 | $4,549,088 | ||
NON-CURRENT LIABILITIES | ||||
Accrued compensation | 57,558 | 49,362 | ||
Operating lease liabilities | 155,735 | 159,231 | ||
Long-term debt | 3,652,783 | 3,231,128 | ||
Tax Receivable Agreement liabilities | 422,975 | 436,296 | ||
Deferred tax liabilities | 38,943 | 39,922 | ||
Other non-current liabilities | 106,124 | 86,606 | ||
Total non-current liabilities | $4,434,118 | $4,002,545 | ||
TOTAL LIABILITIES | $8,832,726 | $8,551,633 | ||
STOCKHOLDERS’ EQUITY | ||||
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 126,032,889 and 125,411,089 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively) | 126 | 125 | ||
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 135,957,649 and 135,456,313 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively) | 136 | 136 | ||
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at March 31, 2025 and December 31, 2024) | — | — | ||
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2025 and December 31, 2024) | — | — | ||
Additional paid-in capital | 458,446 | 506,258 | ||
Retained earnings | 79,338 | 122,939 | ||
Accumulated other comprehensive income (loss) | 4,472 | (1,796) | ||
Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc. | $542,518 | $627,662 | ||
Non-controlling interests | 514,795 | 470,623 | ||
Total stockholders’ equity | $1,057,313 | $1,098,285 | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $9,890,039 | $9,649,918 |
Three Months Ended March 31, | ||||
(in thousands) | 2025 | 2024 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $(4,389) | $40,677 | ||
Adjustments to reconcile net income (loss) to cash flows provided by operating activities: | ||||
Income from equity method investment in related party | (4,937) | (5,606) | ||
Amortization | 64,985 | 27,988 | ||
Depreciation | 2,639 | 2,080 | ||
Prepaid and deferred compensation expense | 10,799 | 918 | ||
Non-cash equity-based compensation | 19,873 | 17,310 | ||
Amortization of deferred debt issuance costs | 2,374 | 3,409 | ||
Amortization of interest rate cap premium | 1,739 | 1,739 | ||
Deferred income tax expense | 2,720 | 2,139 | ||
Deferred income tax expense from common control reorganization | 48,115 | — | ||
Changes in operating assets and liabilities, net of acquisitions: | ||||
Commissions and fees receivable – net | (17,088) | (4,751) | ||
Accrued interest liability | (11,801) | 5,958 | ||
Other current and non-current assets | 41,130 | 2,061 | ||
Other current and non-current accrued liabilities | (298,984) | (210,461) | ||
Total cash flows used in operating activities | $(142,825) | $(116,539) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Business combinations – net of cash acquired and cash held in a fiduciary capacity | (555,641) | — | ||
Capital expenditures | (16,730) | (7,628) | ||
Asset acquisitions | (664) | — | ||
Total cash flows used in investing activities | $(573,035) | $(7,628) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Borrowings on Revolving Credit Facility | 574,056 | — | ||
Repayments on Revolving Credit Facility | (150,000) | — | ||
Debt issuance costs paid | (1,548) | — | ||
Repayment of term debt | (4,250) | — | ||
Receipt of contingently returnable consideration | 1,927 | — | ||
Payment of contingent consideration | (25,150) | — | ||
Receipt of taxes related to net share settlement of equity awards | 1,569 | 130 | ||
Taxes paid related to net share settlement of equity awards | (1,700) | (130) | ||
Class A common stock dividends and Dividend Equivalents paid | (15,074) | (40,021) | ||
Distributions and Declared Distributions paid to non-controlling LLC Unitholders | (6,796) | (5,617) | ||
Payment of accrued return on Ryan Re preferred units | (85) | (1,883) | ||
Net change in fiduciary liabilities | (36,109) | 37,326 | ||
Total cash flows provided by (used in) financing activities | $336,840 | $(10,195) | ||
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | 10,081 | (657) | ||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY | $(368,939) | $(135,019) | ||
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Beginning balance | 1,680,805 | 1,756,332 | ||
CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Ending balance | $1,311,866 | $1,621,313 | ||
Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | ||||
Cash and cash equivalents | $203,549 | $665,420 | ||
Cash and cash equivalents held in a fiduciary capacity | 1,108,317 | 955,893 | ||
Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity | $1,311,866 | $1,621,313 |
Three Months Ended March 31, | ||||
(in thousands, except percentages) | 2025 | 2024 | ||
Current period Net commissions and fees revenue | $676,128 | $537,887 | ||
Less: Current period contingent commissions | (30,463) | (24,503) | ||
Less: Revenue attributable to sold businesses | (146) | — | ||
Net Commissions and fees revenue excluding contingent commissions | $645,519 | $513,385 | ||
Prior period Net commissions and fees revenue | $537,887 | $447,513 | ||
Less: Prior year contingent commissions | (24,503) | (21,635) | ||
Less: Revenue attributable to sold businesses | (539) | — | ||
Prior period Net commissions and fees revenue excluding contingent commissions | $512,845 | $425,878 | ||
Change in Net commissions and fees revenue excluding contingent commissions | $132,674 | $87,507 | ||
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions | (67,155) | (28,539) | ||
Impact of change in foreign exchange rates | 430 | (323) | ||
Organic revenue growth (Non-GAAP) | $65,949 | $58,644 | ||
Net commissions and fees revenue growth rate (GAAP) | 25.7% | 20.2% | ||
Less: Impact of contingent commissions (1) | 0.2 | 0.3 | ||
Net commissions and fees revenue excluding contingent commissions growth rate (2) | 25.9% | 20.5% | ||
Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3) | (13.1) | (6.7) | ||
Impact of change in foreign exchange rates (4) | 0.1 | (0.1) | ||
Organic Revenue Growth Rate (Non-GAAP) | 12.9% | 13.7% |
Three Months Ended March 31, | ||||
(in thousands, except percentages) | 2025 | 2024 | ||
Total revenue | $690,166 | $552,046 | ||
Compensation and benefits expense | $430,289 | $373,527 | ||
Acquisition-related expense | (3,479) | (226) | ||
Acquisition related long-term incentive compensation | (8,331) | 1,627 | ||
Restructuring and related expense | — | (26,184) | ||
Amortization and expense related to discontinued prepaid incentives | (1,178) | (1,412) | ||
Equity-based compensation | (14,569) | (9,515) | ||
Initial public offering related expense | (5,304) | (7,795) | ||
Adjusted compensation and benefits expense (1) | $397,428 | $330,022 | ||
Compensation and benefits expense ratio | 62.3% | 67.7% | ||
Adjusted compensation and benefits expense ratio | 57.6% | 59.8% |
Three Months Ended March 31, | ||||
(in thousands, except percentages) | 2025 | 2024 | ||
Total revenue | $690,166 | $552,046 | ||
General and administrative expense | $106,060 | $75,867 | ||
Acquisition-related expense | (13,823) | (8,211) | ||
Restructuring and related expense | — | (2,854) | ||
Adjusted general and administrative expense (1) | $92,237 | $64,802 | ||
General and administrative expense ratio | 15.4% | 13.7% | ||
Adjusted general and administrative expense ratio | 13.4% | 11.7% |
Three Months Ended March 31, | ||||
(in thousands, except percentages) | 2025 | 2024 | ||
Total revenue | $690,166 | $552,046 | ||
Net income (loss) | $(4,389) | $40,677 | ||
Interest expense, net | 54,508 | 29,400 | ||
Income tax expense | 55,430 | 6,426 | ||
Depreciation | 2,639 | 2,080 | ||
Amortization | 64,985 | 27,988 | ||
Change in contingent consideration (1) | (14,042) | (65) | ||
EBITDAC | $159,131 | $106,506 | ||
Acquisition-related expense | 17,302 | 8,437 | ||
Acquisition related long-term incentive compensation | 8,331 | (1,627) | ||
Restructuring and related expense | — | 29,038 | ||
Amortization and expense related to discontinued prepaid incentives | 1,178 | 1,412 | ||
Other non-operating loss (income) | (377) | 1,752 | ||
Equity-based compensation | 14,569 | 9,515 | ||
IPO related expenses | 5,304 | 7,795 | ||
(Income) from equity method investments in related party | (4,937) | (5,606) | ||
Adjusted EBITDAC | $200,501 | $157,222 | ||
Net income (loss) margin | (0.6)% | 7.4% | ||
Adjusted EBITDAC margin | 29.1% | 28.5% |
Three Months Ended March 31, | ||||
(in thousands, except percentages) | 2025 | 2024 | ||
Total revenue | $690,166 | $552,046 | ||
Net income (loss) | $(4,389) | $40,677 | ||
Income tax expense | 55,430 | 6,426 | ||
Amortization | 64,985 | 27,988 | ||
Amortization of deferred debt issuance costs (1) | 2,374 | 3,409 | ||
Change in contingent consideration | (14,042) | (65) | ||
Acquisition-related expense | 17,302 | 8,437 | ||
Acquisition related long-term incentive compensation | 8,331 | (1,627) | ||
Restructuring and related expense | — | 29,038 | ||
Amortization and expense related to discontinued prepaid incentives | 1,178 | 1,412 | ||
Other non-operating loss (income) | (377) | 1,752 | ||
Equity-based compensation | 14,569 | 9,515 | ||
IPO related expenses | 5,304 | 7,795 | ||
(Income) from equity method investments in related party | (4,937) | (5,606) | ||
Adjusted income before income taxes (2) | $145,728 | $129,151 | ||
Adjusted income tax expense (3) | (37,889) | (33,734) | ||
Adjusted net income | $107,839 | $95,417 | ||
Net income (loss) margin | (0.6)% | 7.4% | ||
Adjusted net income margin | 15.6% | 17.3% |
Three Months Ended March 31, | ||||
2025 | 2024 | |||
Earnings (loss) per share of Class A common stock – diluted | $(0.22) | $0.13 | ||
Less: Net income attributed to dilutive shares and substantively vested RSUs (1) | — | (0.07) | ||
Plus: Impact of all LLC Common Units exchanged for Class A shares (2) | 0.20 | 0.09 | ||
Plus: Adjustments to Adjusted net income (3) | 0.43 | 0.20 | ||
Plus: Dilutive impact of unvested equity awards (4) | (0.02) | — | ||
Adjusted diluted earnings per share | $0.39 | $0.35 | ||
(Share count in ’000) | ||||
Weighted-average shares of Class A common stock outstanding – diluted | 125,420 | 269,922 | ||
Plus: Impact of all LLC Common Units exchanged for Class A shares (2) | 136,064 | — | ||
Plus: Dilutive impact of unvested equity awards (4) | 17,783 | 4,854 | ||
Adjusted diluted earnings per share diluted share count | 279,267 | 274,776 |
(in thousands) | Twelve Months Ended March 31, 2025 | |
Total Revenue | $2,653,830 | |
Net Income | $184,847 | |
Interest expense, net | 183,556 | |
Income tax expense | 91,645 | |
Depreciation | 10,344 | |
Amortization | 194,842 | |
Change in contingent consideration (1) | (36,836) | |
EBITDAC | $628,398 | |
Acquisition-related expense | 78,707 | |
Acquisition related long-term incentive compensation | 34,904 | |
Restructuring and related expense | 30,659 | |
Amortization and expense related to discontinued prepaid incentives | 4,926 | |
Other non-operating loss | 12,912 | |
Equity-based compensation | 57,092 | |
IPO related expenses | 24,466 | |
(Income) from equity method investments in related party | (17,562) | |
Adjusted EBITDAC (2) | $854,502 | |
Credit adjustments (3) | 77,923 | |
Credit Adjusted EBITDAC | $932,425 |