Ryan Specialty Reports Third Quarter 2024 Results

- Total Revenue grew 20.5% year-over-year to $604.7 million -

- Organic Revenue Growth Rate* of 11.8% year-over-year -

- Net Income of $28.6 million, or $0.09 per diluted share -

- Adjusted EBITDAC* grew 29.4% year-over-year to $190.3 million -

- Adjusted Net Income increased 31.2% year-over-year to $113.6 million, or $0.41 per diluted share -

CHICAGO--(BUSINESS WIRE)-- Ryan Specialty Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”), a leading international specialty insurance firm, today announced results for the third quarter ended September 30, 2024.

Third Quarter 2024 Highlights

  • Revenue grew 20.5% year-over-year to $604.7 million, compared to $501.9 million in the prior-year period
  • Organic Revenue Growth Rate* was 11.8% for the quarter, compared to 15.0% in the prior-year period
  • Net Income increased 82.4% year-over-year to $28.6 million, compared to $15.7 million in the prior-year period. Diluted Earnings per Share was $0.09.
  • Adjusted EBITDAC* increased 29.4% to $190.3 million, compared to $147.0 million in the prior-year period
  • Adjusted EBITDAC Margin* of 31.5%, compared to 29.3% in the prior-year period
  • Adjusted Net Income* increased 31.2% to $113.6 million, compared to $86.6 million in the prior-year period
  • Adjusted Diluted Earnings per Share* increased 28.1% to $0.41, compared to $0.32 in the prior-year period
  • Capital return to shareholders and LLC unit holders was $19.0 million of regular dividends and distributions

“It was an excellent quarter for Ryan Specialty by all measures,” said Patrick G. Ryan, Founder and Executive Chairman of Ryan Specialty. “We grew total revenue 20.5% led by 11.8% organic revenue growth. We expanded Adjusted EBITDAC margin by 220 basis points year-over-year while growing Adjusted EPS by 28%. Along with our strong results, we continued to execute our M&A strategy by closing five acquisitions through the beginning of October. In addition, our leadership transition has been seamless, and we are thrilled to have Tim Turner as our new CEO. I am confident that we have the right team in place to advance our winning strategy today and over the long term.”

“We again had outstanding performance from all of our Specialties,” added Tim Turner, Chief Executive Officer of Ryan Specialty. “Our team continues to tirelessly deliver value and develop innovative solutions for our clients in this difficult insurance market. We are pleased to welcome new teammates from five delegated authority businesses that have joined the Ryan Specialty family. These firms both enhance our current offerings and expand our total addressable market. We also strengthened our balance sheet given we issued new senior notes and upsized our credit facility, while reducing our borrowing margin. We continue to be well positioned to deliver sustainable and differentiated growth over the long term, and to create additional value for our shareholders.”

Summary of Third Quarter 2024 Results

 

Three Months Ended September 30,

 

Change

 

Nine Months Ended September 30,

 

Change

(in thousands, except percentages and per share data)

 

2024

 

 

 

2023

 

 

$

 

%

 

 

2024

 

 

 

2023

 

 

$

 

%

GAAP financial measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

$

604,694

 

 

$

501,938

 

 

$

102,756

 

20.5

%

 

$

1,852,181

 

 

$

1,544,686

 

 

$

307,495

 

19.9

%

Net commissions and fees

 

588,129

 

 

 

487,345

 

 

 

100,784

 

20.7

 

 

 

1,806,264

 

 

 

1,507,878

 

 

 

298,386

 

19.8

 

Compensation and benefits

 

393,249

 

 

 

329,212

 

 

 

64,037

 

19.5

 

 

 

1,180,825

 

 

 

989,294

 

 

 

191,531

 

19.4

 

General and administrative

 

88,684

 

 

 

69,288

 

 

 

19,396

 

28.0

 

 

 

247,518

 

 

 

202,595

 

 

 

44,923

 

22.2

 

Total operating expenses

 

523,217

 

 

 

432,121

 

 

 

91,096

 

21.1

 

 

 

1,533,687

 

 

 

1,281,942

 

 

 

251,745

 

19.6

 

Operating income

 

81,477

 

 

 

69,817

 

 

 

11,660

 

16.7

 

 

 

318,494

 

 

 

262,744

 

 

 

55,750

 

21.2

 

Net income

 

28,643

 

 

 

15,703

 

 

 

12,940

 

82.4

 

 

 

187,358

 

 

 

135,977

 

 

 

51,381

 

37.8

 

Net income (loss) attributable to Ryan Specialty Holdings, Inc.

 

17,589

 

 

 

(5,047

)

 

 

22,636

 

NM

 

 

 

80,911

 

 

 

38,191

 

 

 

42,720

 

111.9

 

Compensation and benefits expense ratio (1)

 

65.0

%

 

 

65.6

%

 

 

 

 

 

 

63.8

%

 

 

64.0

%

 

 

 

 

General and administrative expense ratio (2)

 

14.7

%

 

 

13.8

%

 

 

 

 

 

 

13.4

%

 

 

13.1

%

 

 

 

 

Net income margin (3)

 

4.7

%

 

 

3.1

%

 

 

 

 

 

 

10.1

%

 

 

8.8

%

 

 

 

 

Earnings (loss) per share (4)

$

0.15

 

 

$

(0.04

)

 

 

 

 

 

$

0.67

 

 

$

0.34

 

 

 

 

 

Diluted earnings (loss) per share (4)

$

0.09

 

 

$

(0.04

)

 

 

 

 

 

$

0.59

 

 

$

0.34

 

 

 

 

 

Non-GAAP financial measures*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Organic revenue growth rate

 

11.8

%

 

 

15.0

%

 

 

 

 

 

 

13.3

%

 

 

15.0

%

 

 

 

 

Adjusted compensation and benefits expense

$

343,442

 

 

$

296,400

 

 

$

47,042

 

15.9

%

 

$

1,057,424

 

 

$

911,926

 

 

$

145,498

 

16.0

%

Adjusted compensation and benefits expense ratio

 

56.8

%

 

 

59.1

%

 

 

 

 

 

 

57.1

%

 

 

59.0

%

 

 

 

 

Adjusted general and administrative expense

$

70,991

 

 

$

58,560

 

 

$

12,431

 

21.2

%

 

$

199,583

 

 

$

166,606

 

 

$

32,977

 

19.8

%

Adjusted general and administrative expense ratio

 

11.7

%

 

 

11.7

%

 

 

 

 

 

 

10.8

%

 

 

10.8

%

 

 

 

 

Adjusted EBITDAC

$

190,261

 

 

$

146,978

 

 

$

43,283

 

29.4

%

 

$

595,174

 

 

$

466,154

 

 

$

129,020

 

27.7

%

Adjusted EBITDAC margin

 

31.5

%

 

 

29.3

%

 

 

 

 

 

 

32.1

%

 

 

30.2

%

 

 

 

 

Adjusted net income

$

113,633

 

 

$

86,631

 

 

$

27,002

 

31.2

%

 

$

369,604

 

 

$

282,144

 

 

$

87,460

 

31.0

%

Adjusted net income margin

 

18.8

%

 

 

17.3

%

 

 

 

 

 

 

20.0

%

 

 

18.3

%

 

 

 

 

Adjusted diluted earnings per share

$

0.41

 

 

$

0.32

 

 

 

 

 

 

$

1.34

 

 

$

1.04

 

 

 

 

 

*

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.

 

NM - Not Meaningful

 

(1)

Compensation and benefits expense ratio is defined as Compensation and benefits divided by Total revenue.

(2)

General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.

(3)

Net income margin is defined as Net income divided by Total revenue.

(4)

See “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

Third Quarter 2024 Review*

Total revenue for the third quarter of 2024 was $604.7 million, an increase of 20.5% compared to $501.9 million in the prior-year period. This increase was primarily due to continued solid Organic revenue growth of 11.8%, driven by new client wins and expanded relationships with existing clients, coupled with continued expansion of the E&S market, revenue from acquisitions completed within the trailing twelve months ended September 30, 2024, changes in contingent commissions, the impact of foreign exchange rates, and increased Fiduciary investment income. We experienced growth across the majority of our property and casualty lines.

Total operating expenses for the third quarter of 2024 were $523.2 million, a 21.1% increase compared to the prior-year period. This increase was primarily due to an increase in Compensation and benefits expense compared to the prior-year period resulting from higher compensation due to revenue growth and an increase in Acquisition related long-term incentive compensation, partially offset by savings associated with ACCELERATE 2025. General and administrative expense also increased compared to the prior-year period to accommodate revenue growth and an increase in Acquisition related expense.

Net income for the third quarter of 2024 increased 82.4% to $28.6 million, compared to $15.7 million in the prior-year period. The increase was due to strong revenue growth and lower Income tax expense compared to the prior-year period, partially offset by higher Interest expense, net and higher Other non-operating loss.

Adjusted EBITDAC grew 29.4% to $190.3 million from $147.0 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 31.5%, compared to 29.3% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by solid revenue growth, partially offset by higher Adjusted compensation and benefits expense, as well as higher Adjusted general and administrative expense.

Adjusted net income for the third quarter of 2024 increased 31.2% to $113.6 million, compared $86.6 million in the prior-year period. Adjusted net income margin was 18.8%, compared to 17.3% in the prior-year period. Adjusted diluted earnings per share for the third quarter of 2024 increased 28.1% to $0.41, compared to $0.32 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.

Third Quarter 2024 Net Commissions and Fees by Specialty and Revenue by Type

Growth in Net commissions and fees in all specialties was primarily driven by solid organic growth.

 

Three Months Ended September 30,

 

 

 

 

(in thousands, except percentages)

 

2024

 

% of

total

 

 

2023

 

% of

total

 

Change

Wholesale Brokerage

$

346,666

 

59.0

%

 

$

308,872

 

63.4

%

 

$

37,794

 

12.2

%

Binding Authorities

 

76,497

 

13.0

 

 

 

69,245

 

14.2

 

 

 

7,252

 

10.5

 

Underwriting Management

 

164,966

 

28.0

 

 

 

109,228

 

22.4

 

 

 

55,738

 

51.0

 

Total net commissions and fees

$

588,129

 

 

 

$

487,345

 

 

 

$

100,784

 

20.7

%

 

Nine Months Ended September 30,

 

 

 

 

(in thousands, except percentages)

 

2024

 

% of

total

 

 

2023

 

% of

total

 

Change

Wholesale Brokerage

$

1,114,240

 

61.7

%

 

$

976,338

 

64.7

%

 

$

137,902

 

14.1

%

Binding Authorities

 

245,762

 

13.6

 

 

 

208,547

 

13.8

 

 

 

37,215

 

17.8

 

Underwriting Management

 

446,262

 

24.7

 

 

 

322,993

 

21.4

 

 

 

123,269

 

38.2

 

Total Net commissions and fees

$

1,806,264

 

 

 

$

1,507,878

 

 

 

$

298,386

 

19.8

%

The following tables sets forth our revenue by type of commission and fees:

 

Three Months Ended September 30,

 

 

 

 

(in thousands, except percentages)

 

2024

 

% of

total

 

 

2023

 

% of

total

 

Change

Net commissions and policy fees

$

555,282

 

94.4

%

 

$

470,085

 

96.4

%

 

$

85,197

 

18.1

%

Supplemental and contingent commissions

 

20,455

 

3.5

 

 

 

8,592

 

1.8

 

 

 

11,863

 

138.1

 

Loss mitigation and other fees

 

12,392

 

2.1

 

 

 

8,668

 

1.8

 

 

 

3,724

 

43.0

 

Total net commissions and fees

$

588,129

 

 

 

$

487,345

 

 

 

$

100,784

 

20.7

%

 

Nine Months Ended September 30,

 

 

 

 

(in thousands, except percentages)

 

2024

 

% of

total

 

 

2023

 

% of

total

 

Change

Net commissions and policy fees

$

1,706,781

 

94.5

%

 

$

1,437,239

 

95.3

%

 

$

269,542

 

18.8

%

Supplemental and contingent commissions

$

58,618

 

3.2

 

 

$

46,281

 

3.1

 

 

 

12,337

 

26.7

 

Loss mitigation and other fees

$

40,865

 

2.3

 

 

$

24,358

 

1.6

 

 

 

16,507

 

67.8

 

Total net commissions and fees

$

1,806,264

 

 

 

$

1,507,878

 

 

 

$

298,386

 

19.8

%

Liquidity and Financial Condition

As of September 30, 2024, the Company had Cash and cash equivalents of $235.2 million and outstanding debt principal of $2.7 billion.

Quarterly Dividend

On October 30, 2024, the Company's board of directors (the "Board") declared a regular quarterly dividend of $0.11 per share on the outstanding Class A common stock. The regular quarterly dividend will be payable on November 26, 2024 to stockholders of record as of the close of business on November 12, 2024. A portion of the dividend, $0.04 per share, will be funded by free cash flow from Ryan Specialty, LLC and will be paid to all holders of the Company's Class A common stock and the holders of the LLC Common Units (as defined below).

Full Year 2024 Outlook*

The Company is maintaining its full year 2024 outlook for Organic Revenue Growth Rate and Adjusted EBITDAC Margin as follows:

  • Organic Revenue Growth Rate guidance for full year 2024 is between 13.0% – 14.0%
  • Adjusted EBITDAC Margin guidance for full year 2024 is between 32.0% – 32.5%

The Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

*

For a definition of Organic revenue growth rate and Adjusted EBITDAC margin, see “Non-GAAP Financial Measures and Key Performance Indicators” below.

Conference Call Information

Ryan Specialty will host a conference call today at 5:00 PM ET to discuss these results. A live audio webcast of the conference call will be available on the Company’s website at ryanspecialty.com in its Investors section.

The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.

A webcast replay of the call will be available on the Company’s website at ryanspecialty.com in its Investors section for one year following the call.

About Ryan Specialty

Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance brokers, agents, and carriers. Ryan Specialty provides distribution, underwriting, product development, administration, and risk management services by acting as a wholesale broker and a managing underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents, and carriers. Learn more at ryanspecialty.com.

Forward-Looking Statements

All statements in this release and in the corresponding earnings call that are not historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, expenditures, cash flows, growth rates and financial results, its plans, anticipated amount and timing of cost savings relating to the restructuring plan, or its plans and objectives for future operations, growth initiatives, or strategies and the statements under the caption “Full Year 2024 Outlook” are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors that could cause such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange Commission (“SEC”).

For more detail on the risk factors that may affect the Company’s results, see the section entitled ‘‘Risk Factors’’ in our most recent annual report on Form 10-K filed with the SEC, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release and on the related earnings call relate only to events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions, or otherwise.

Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated financial statements prepared in accordance with GAAP. The Company considers these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax positions, depreciation, amortization, and certain other items that the Company believes are not representative of its core business. The Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative to that of its competitors, to help investors to understand the nature of the Company's growth, and to enable investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the consolidated financial statements prepared and presented in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the unaudited consolidated quarterly financial statements in the Company's Quarterly Report on form 10-Q 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 represents the percentage change in Net commissions and fees, as compared to the same period for the year prior, adjusted to eliminate revenue attributable to acquisitions for the first twelve months of ownership, and other items such as contingent commissions and the impact of changes in foreign exchange rates.

Adjusted compensation and benefits expense: Adjusted compensation and benefits expense is defined as Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense.

Adjusted general and administrative expense: Adjusted general and administrative expense is defined as General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative expense.

Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio is defined as the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is Compensation and benefits expense ratio.

Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio is defined as the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is General and administrative expense ratio.

Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before Interest expense, net, Income tax expense (benefit), Depreciation, Amortization, and Change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as applicable. Acquisition-related expense includes one-time diligence, transaction-related, and integration costs. In 2024, Acquisition-related expense includes a $4.5 million charge for the nine months ended September 30, 2024 related to a deal-contingent foreign exchange forward contract associated with the Castel acquisition. The remaining charges in both years represent typical one-time diligence, transaction-related, and integration costs. Acquisition-related long-term incentive compensation arises from changes to long-term incentive plans associated with acquisitions. Restructuring and related expense consists of compensation and benefits, occupancy, contractors, professional services, and license fees related to the ACCELERATE 2025 program. The compensation and benefits expense included severance as well as employment costs related to services rendered between the notification and termination dates and other termination payments. See “Note 4, Restructuring” of the unaudited quarterly consolidated financial statements for further discussion of ACCELERATE 2025. The remaining costs that preceded the restructuring plan were associated with professional services costs related to program design and licensing costs. Amortization and expense is composed of charges related to discontinued prepaid incentive programs. For the three months ended September 30, 2024, Other non-operating loss was composed of $16.2 million of expense related to a term loan modification and $0.5 million of TRA contractual interest and related expense offset by $0.1 million of sublease income. For the three months ended September 30, 2023, Other non-operating loss included $0.3 million of TRA contractual interest and related expense offset by $0.2 million of sublease income. For the nine months ended September 30, 2024, Other non-operating loss consisted of $18.1 million of expense related to term loan modifications and $0.8 million of TRA contractual interest and related expense offset by $0.4 million of sublease income. For the nine months ended September 30, 2023, Other non-operating loss included $0.5 million of TRA contractual interest and related charges offset by $0.4 million of sublease income. Equity-based compensation reflects non-cash equity-based expense. For the three and nine months ended September 30, 2024, Equity-based compensation included $4.6 million of expense associated with the removal of equity transfer restrictions for an executive officer of the Company. Initial Public Offering (the "IPO") related expenses include compensation-related expense primarily related to the expense for new awards issued at IPO as well as expense related to the revaluation of existing equity awards at IPO. Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative expense is equivalent to Adjusted EBITDAC. For a breakout of compensation and general and administrative costs for each addback refer to the Adjusted compensation and benefits expense and Adjusted general and administrative expense tables below. The most directly comparable GAAP financial metric to Adjusted EBITDAC is Net income.

Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted net income: Adjusted net income is defined as tax-effected earnings before amortization and certain items of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-related expenses, costs associated with our IPO, and certain exceptional or non-recurring items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty, LLC (together with its parent New Ryan Specialty, LLC and their subsidiaries, the “LLC”). For comparability purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the Company's adjusted pre-tax income as if the Company owned 100% of Ryan Specialty, LLC. The most directly comparable GAAP financial metric is Net income.

Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.

Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided by diluted shares outstanding after adjusting for the effect if 100% of the outstanding LLC Common Units (“LLC Common Units”), together with the shares of Class B common stock, vested Class C Incentive Units, and unvested equity awards were exchanged into shares of Class A common stock as if 100% of unvested equity awards were vested. The most directly comparable GAAP financial metric is Diluted earnings per share.

The reconciliation of the above non-GAAP measures to each of their most directly comparable GAAP financial measure is set forth in the reconciliation table accompanying this release.

With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year 2024 Outlook” section of this press release, the Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities, and other one-time or exceptional items.

Consolidated Statements of Income (Unaudited)

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(in thousands, except percentages and per share data)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Revenue

 

 

 

 

 

 

 

Net commissions and fees

$

588,129

 

 

$

487,345

 

 

$

1,806,264

 

 

$

1,507,878

 

Fiduciary investment income

 

16,565

 

 

 

14,593

 

 

 

45,917

 

 

 

36,808

 

Total revenue

$

604,694

 

 

$

501,938

 

 

$

1,852,181

 

 

$

1,544,686

 

Expenses

 

 

 

 

 

 

 

Compensation and benefits

 

393,249

 

 

 

329,212

 

 

 

1,180,825

 

 

 

989,294

 

General and administrative

 

88,684

 

 

 

69,288

 

 

 

247,518

 

 

 

202,595

 

Amortization

 

39,182

 

 

 

29,572

 

 

 

97,711

 

 

 

79,125

 

Depreciation

 

2,467

 

 

 

2,201

 

 

 

6,820

 

 

 

6,570

 

Change in contingent consideration

 

(365

)

 

 

1,848

 

 

 

813

 

 

 

4,358

 

Total operating expenses

$

523,217

 

 

$

432,121

 

 

$

1,533,687

 

 

$

1,281,942

 

Operating income

$

81,477

 

 

$

69,817

 

 

$

318,494

 

 

$

262,744

 

Interest expense, net

 

49,388

 

 

 

31,491

 

 

 

109,916

 

 

 

89,840

 

(Income) from equity method investment in related party

 

(4,182

)

 

 

(2,271

)

 

 

(13,510

)

 

 

(5,882

)

Other non-operating loss

 

16,590

 

 

 

67

 

 

 

18,575

 

 

 

37

 

Income before income taxes

$

19,681

 

 

$

40,530

 

 

$

203,513

 

 

$

178,749

 

Income tax expense (benefit)

 

(8,962

)

 

 

24,827

 

 

 

16,155

 

 

 

42,772

 

Net income

$

28,643

 

 

$

15,703

 

 

$

187,358

 

 

$

135,977

 

GAAP financial measures

 

 

 

 

 

 

 

Total revenue

$

604,694

 

 

$

501,938

 

 

$

1,852,181

 

 

$

1,544,686

 

Net commissions and fees

 

588,129

 

 

 

487,345

 

 

 

1,806,264

 

 

 

1,507,878

 

Compensation and benefits

 

393,249

 

 

 

329,212

 

 

 

1,180,825

 

 

 

989,294

 

General and administrative

 

88,684

 

 

 

69,288

 

 

 

247,518

 

 

 

202,595

 

Net income

 

28,643

 

 

 

15,703

 

 

 

187,358

 

 

 

135,977

 

Compensation and benefits expense ratio (1)

 

65.0

%

 

 

65.6

%

 

 

63.8

%

 

 

64.0

%

General and administrative expense ratio (2)

 

14.7

%

 

 

13.8

%

 

 

13.4

%

 

 

13.1

%

Net income margin (3)

 

4.7

%

 

 

3.1

%

 

 

10.1

%

 

 

8.8

%

Earnings (loss) per share (4)

$

0.15

 

 

$

(0.04

)

 

$

0.67

 

 

$

0.34

 

Diluted earnings (loss) per share (4)

$

0.09

 

 

$

(0.04

)

 

$

0.59

 

 

$

0.34

 

Non-GAAP Financial Measures (Unaudited)

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

(in thousands, except percentages and per share data)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Non-GAAP financial measures*

 

 

 

 

 

 

 

Organic revenue growth rate

 

11.8

%

 

 

15.0

%

 

 

13.3

%

 

 

15.0

%

Adjusted compensation and benefits expense

$

343,442

 

 

$

296,400

 

 

$

1,057,424

 

 

$

911,926

 

Adjusted compensation and benefits expense ratio

 

56.8

%

 

 

59.1

%

 

 

57.1

%

 

 

59.0

%

Adjusted general and administrative expense

$

70,991

 

 

$

58,560

 

 

$

199,583

 

 

$

166,606

 

Adjusted general and administrative expense ratio

 

11.7

%

 

 

11.7

%

 

 

10.8

%

 

 

10.8

%

Adjusted EBITDAC

$

190,261

 

 

$

146,978

 

 

$

595,174

 

 

$

466,154

 

Adjusted EBITDAC margin

 

31.5

%

 

 

29.3

%

 

 

32.1

%

 

 

30.2

%

Adjusted net income

$

113,633

 

 

$

86,631

 

 

$

369,604

 

 

$

282,144

 

Adjusted net income margin

 

18.8

%

 

 

17.3

%

 

 

20.0

%

 

 

18.3

%

Adjusted diluted earnings per share

$

0.41

 

 

$

0.32

 

 

$

1.34

 

 

$

1.04

 

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share data)

September 30,
2024

 

December 31,
2023

ASSETS

 

 

 

CURRENT ASSETS

 

 

 

Cash and cash equivalents

$

235,199

 

$

838,790

Commissions and fees receivable – net

 

334,637

 

 

294,195

Fiduciary cash and receivables

 

3,357,047

 

 

3,131,660

Prepaid incentives – net

 

8,309

 

 

8,718

Other current assets

 

84,165

 

 

62,229

Total current assets

$

4,019,357

 

$

4,335,592

NON-CURRENT ASSETS

 

 

 

Goodwill

 

2,341,340

 

 

1,646,482

Customer relationships

 

1,283,489

 

 

572,416

Other intangible assets

 

69,167

 

 

38,254

Prepaid incentives – net

 

15,449

 

 

15,103

Equity method investment in related party

 

62,444

 

 

46,099

Property and equipment – net

 

45,703

 

 

42,427

Lease right-of-use assets

 

122,617

 

 

127,708

Deferred tax assets

 

486,432

 

 

383,816

Other non-current assets

 

32,505

 

 

39,312

Total non-current assets

$

4,459,146

 

$

2,911,617

TOTAL ASSETS

$

8,478,503

 

$

7,247,209

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

CURRENT LIABILITIES

 

 

 

Accounts payable and accrued liabilities

$

206,185

 

$

136,340

Accrued compensation

 

325,120

 

 

419,560

Operating lease liabilities

 

21,489

 

 

21,369

Tax Receivable Agreement liabilities

 

22,721

 

 

Short-term debt and current portion of long-term debt

 

33,316

 

 

35,375

Fiduciary liabilities

 

3,357,047

 

 

3,131,660

Total current liabilities

$

3,965,878

 

$

3,744,304

NON-CURRENT LIABILITIES

 

 

 

Accrued compensation

 

52,261

 

 

24,917

Operating lease liabilities

 

148,487

 

 

154,457

Long-term debt

 

2,646,550

 

 

1,943,837

Tax Receivable Agreement liabilities

 

432,406

 

 

358,898

Deferred tax liabilities

 

21,162

 

 

55

Other non-current liabilities

 

110,227

 

 

41,097

Total non-current liabilities

$

3,411,093

 

$

2,523,261

TOTAL LIABILITIES

$

7,376,971

 

$

6,267,565

STOCKHOLDERS’ EQUITY

 

 

 

Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 125,096,524 and 118,593,062 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)

 

125

 

 

119

Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 136,724,772 and 141,621,188 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively)

 

137

 

 

142

Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at September 30, 2024 and December 31, 2023)

 

 

 

Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2024 and December 31, 2023)

 

 

 

Additional paid-in capital

 

500,518

 

 

441,997

Retained earnings

 

124,973

 

 

114,420

Accumulated other comprehensive income

 

7,080

 

 

3,076

Total stockholders’ equity attributable to Ryan Specialty Holdings, Inc.

$

632,833

 

$

559,754

Non-controlling interests

 

468,699

 

 

419,890

Total stockholders’ equity

$

1,101,532

 

$

979,644

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

8,478,503

 

$

7,247,209

Consolidated Statements of Cash Flows (Unaudited)

 

Nine Months Ended September 30,

(in thousands)

 

2024

 

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

Net income

$

187,358

 

 

$

135,977

 

Adjustments to reconcile net income to cash flows provided by operating activities:

 

 

 

(Income) from equity method investment in related party

 

(13,510

)

 

 

(5,882

)

Amortization

 

97,711

 

 

 

79,125

 

Depreciation

 

6,820

 

 

 

6,570

 

Prepaid and deferred compensation expense

 

25,220

 

 

 

8,882

 

Non-cash equity-based compensation

 

61,664

 

 

 

54,136

 

Amortization of deferred debt issuance costs

 

21,838

 

 

 

9,125

 

Amortization of interest rate cap premium

 

5,216

 

 

 

5,216

 

Deferred income tax expense (benefit)

 

(1,959

)

 

 

11,745

 

Deferred income tax expense from reorganization

 

 

 

 

20,679

 

Loss on Tax Receivable Agreement

 

646

 

 

 

478

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

Commissions and fees receivable – net

 

21,514

 

 

 

3,875

 

Accrued interest liability

 

2,260

 

 

 

(4,293

)

Other current and non-current assets

 

(12,826

)

 

 

10,935

 

Other current and non-current accrued liabilities

 

(146,724

)

 

 

(86,233

)

Total cash flows provided by operating activities

$

255,228

 

 

$

250,335

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Business combinations – net of cash acquired and cash held in a fiduciary capacity

 

(1,256,732

)

 

 

(366,149

)

Capital expenditures

 

(29,705

)

 

 

(16,013

)

Repayments of prepaid incentives

 

 

 

 

228

 

Total cash flows used in investing activities

$

(1,286,437

)

 

$

(381,934

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

Proceeds from Senior Secured Notes

 

595,200

 

 

 

 

Borrowings on Revolving Credit Facility

 

850,000

 

 

 

 

Repayments on Revolving Credit Facility

 

(850,000

)

 

 

 

Debt issuance costs paid

 

(16,771

)

 

 

 

Proceeds from term debt

 

107,625

 

 

 

 

Repayment of term debt

 

(8,250

)

 

 

(12,375

)

Payment of contingent consideration

 

 

 

 

(4,477

)

Tax distributions to non-controlling LLC Unitholders

 

(65,833

)

 

 

(52,633

)

Receipt of taxes related to net share settlement of equity awards

 

26,502

 

 

 

7,786

 

Taxes paid related to net share settlement of equity awards

 

(18,516

)

 

 

(7,091

)

Dividends paid to Class A common shareholders

 

(66,507

)

 

 

 

Distributions to non-controlling LLC Unitholders

 

(16,754

)

 

 

 

Payment of accrued return on Ryan Re preferred units

 

(2,047

)

 

 

 

Net change in fiduciary liabilities

 

90,700

 

 

 

36,832

 

Total cash flows provided by (used in) financing activities

$

625,349

 

 

$

(31,958

)

Effect of changes in foreign exchange rates on cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

 

5,641

 

 

 

(828

)

NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY

$

(400,219

)

 

$

(164,385

)

CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Beginning balance

 

1,756,332

 

 

 

1,767,385

 

CASH, CASH EQUIVALENTS, AND CASH AND CASH EQUIVALENTS HELD IN A FIDUCIARY CAPACITY—Ending balance

$

1,356,113

 

 

$

1,603,000

 

Reconciliation of cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

 

 

 

Cash and cash equivalents

 

235,199

 

 

 

754,370

 

Cash and cash equivalents held in a fiduciary capacity

 

1,120,914

 

 

 

848,630

 

Total cash, cash equivalents, and cash and cash equivalents held in a fiduciary capacity

$

1,356,113

 

 

$

1,603,000

 

Reconciliation of Organic Revenue Growth Rate

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

(in thousands, except percentages)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Current period Net commissions and fees revenue

$

588,129

 

 

$

487,345

 

 

$

1,806,264

 

 

$

1,507,878

 

Less: Current period contingent commissions

 

(14,842

)

 

 

(4,487

)

 

 

(44,741

)

 

 

(30,624

)

Net Commissions and fees revenue

excluding contingent commissions

$

573,287

 

 

$

482,858

 

 

$

1,761,523

 

 

$

1,477,254

 

 

 

 

 

 

 

 

 

Prior period Net commissions and fees revenue

$

487,345

 

 

$

407,551

 

 

$

1,507,878

 

 

$

1,284,459

 

Less: Prior year contingent commissions

 

(4,487

)

 

 

(3,039

)

 

 

(30,624

)

 

 

(24,978

)

Prior period Net commissions and fees revenue

excluding contingent commissions

$

482,858

 

 

$

404,512

 

 

$

1,477,254

 

 

$

1,259,481

 

 

 

 

 

 

 

 

 

Change in Net commissions and fees revenue excluding contingent commissions

$

90,429

 

 

$

78,346

 

 

$

284,269

 

 

$

217,773

 

Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions

 

(33,416

)

 

 

(16,980

)

 

 

(87,690

)

 

 

(28,563

)

Impact of change in foreign exchange rates

 

(196

)

 

 

(739

)

 

 

(521

)

 

 

350

 

Organic revenue growth (Non-GAAP)

$

56,817

 

 

$

60,628

 

 

$

196,058

 

 

$

189,560

 

 

 

 

 

 

 

 

 

Net commissions and fees revenue growth rate (GAAP)

 

20.7

%

 

 

19.6

%

 

 

19.8

%

 

 

17.4

%

Less: Impact of contingent commissions (1)

 

(2.0

)

 

 

(0.2

)

 

 

(0.6

)

 

 

(0.1

)

Net commissions and fees revenue

excluding contingent commissions growth rate (2)

 

18.7

%

 

 

19.4

%

 

 

19.2

%

 

 

17.3

%

Less: Mergers and acquisitions Net commissions and fees revenue excluding contingent commissions (3)

 

(6.9

)

 

 

(4.2

)

 

 

(5.9

)

 

 

(2.3

)

Impact of change in foreign exchange rates (4)

 

0.0

 

 

 

(0.2

)

 

 

0.0

 

 

 

0.0

 

Organic Revenue Growth Rate (Non-GAAP)

 

11.8

%

 

 

15.0

%

 

 

13.3

%

 

 

15.0

%

(1)

Calculated by subtracting Net commissions and fees revenue growth rate from net commissions and fees revenue excluding contingent commissions growth rate.

(2)

Calculated by dividing the change in Total net commissions & fees revenue excluding contingent commissions by prior year net commissions and fees excluding contingent commissions.

(3)

Calculated by taking the mergers and acquisitions net commissions and fees revenue excluding contingent commissions, representing the first 12 months of net commissions and fees revenue generated from acquisitions, divided by prior period net commissions and fees revenue excluding contingent commissions.

(4)

Calculated by taking the change in foreign exchange rates divided by prior period net commissions and fees revenue excluding contingent commissions.

Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

(in thousands, except percentages)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Total revenue

$

604,694

 

 

$

501,938

 

 

$

1,852,181

 

 

$

1,544,686

 

Compensation and benefits expense

$

393,249

 

 

$

329,212

 

 

$

1,180,825

 

 

$

989,294

 

Acquisition-related expense

 

(3,785

)

 

 

(1,546

)

 

 

(5,171

)

 

 

(3,331

)

Acquisition related long-term incentive compensation

 

(15,775

)

 

 

(550

)

 

 

(17,039

)

 

 

(1,702

)

Restructuring and related expense

 

(5,693

)

 

 

(11,538

)

 

 

(35,676

)

 

 

(13,407

)

Amortization and expense related to discontinued prepaid incentives

 

(1,095

)

 

 

(1,571

)

 

 

(3,851

)

 

 

(4,793

)

Equity-based compensation

 

(17,385

)

 

 

(8,280

)

 

 

(39,656

)

 

 

(23,106

)

Initial public offering related expense

 

(6,074

)

 

 

(9,327

)

 

 

(22,008

)

 

 

(31,029

)

Adjusted compensation and benefits expense (1)

$

343,442

 

 

$

296,400

 

 

$

1,057,424

 

 

$

911,926

 

Compensation and benefits expense ratio

 

65.0

%

 

 

65.6

%

 

 

63.8

%

 

 

64.0

%

Adjusted compensation and benefits expense ratio

 

56.8

%

 

 

59.1

%

 

 

57.1

%

 

 

59.0

%

(1)

Adjustments made to Compensation and benefits expense are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

(in thousands, except percentages)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Total revenue

$

604,694

 

 

$

501,938

 

 

$

1,852,181

 

 

$

1,544,686

 

General and administrative expense

$

88,684

 

 

$

69,288

 

 

$

247,518

 

 

$

202,595

 

Acquisition-related expense

 

(12,560

)

 

 

(5,790

)

 

 

(35,779

)

 

 

(12,196

)

Restructuring and related expense

 

(5,133

)

 

 

(4,938

)

 

 

(12,156

)

 

 

(23,793

)

Adjusted general and administrative expense (1)

$

70,991

 

 

$

58,560

 

 

$

199,583

 

 

$

166,606

 

General and administrative expense ratio

 

14.7

%

 

 

13.8

%

 

 

13.4

%

 

 

13.1

%

Adjusted general and administrative expense ratio

 

11.7

%

 

 

11.7

%

 

 

10.8

%

 

 

10.8

%

(1)

Adjustments made to General and administrative expense are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

Reconciliation of Adjusted EBITDAC to Net Income

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

(in thousands, except percentages)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Total revenue

$

604,694

 

 

$

501,938

 

 

$

1,852,181

 

 

$

1,544,686

 

Net income

$

28,643

 

 

$

15,703

 

 

$

187,358

 

 

$

135,977

 

Interest expense, net

 

49,388

 

 

 

31,491

 

 

 

109,916

 

 

 

89,840

 

Income tax expense (benefit)

 

(8,962

)

 

 

24,827

 

 

 

16,155

 

 

 

42,772

 

Depreciation

 

2,467

 

 

 

2,201

 

 

 

6,820

 

 

 

6,570

 

Amortization

 

39,182

 

 

 

29,572

 

 

 

97,711

 

 

 

79,125

 

Change in contingent consideration

 

(365

)

 

 

1,848

 

 

 

813

 

 

 

4,358

 

EBITDAC

$

110,353

 

 

$

105,642

 

 

$

418,773

 

 

$

358,642

 

Acquisition-related expense

 

16,345

 

 

 

7,336

 

 

 

40,950

 

 

 

15,527

 

Acquisition related long-term incentive compensation

 

15,775

 

 

 

550

 

 

 

17,039

 

 

 

1,702

 

Restructuring and related expense

 

10,826

 

 

 

16,476

 

 

 

47,832

 

 

 

37,200

 

Amortization and expense related to discontinued prepaid incentives

 

1,095

 

 

 

1,571

 

 

 

3,851

 

 

 

4,793

 

Other non-operating loss

 

16,590

 

 

 

67

 

 

 

18,575

 

 

 

37

 

Equity-based compensation

 

17,385

 

 

 

8,280

 

 

 

39,656

 

 

 

23,106

 

IPO related expenses

 

6,074

 

 

 

9,327

 

 

 

22,008

 

 

 

31,029

 

(Income) from equity method investments in related party

 

(4,182

)

 

 

(2,271

)

 

 

(13,510

)

 

 

(5,882

)

Adjusted EBITDAC

$

190,261

 

 

$

146,978

 

 

$

595,174

 

 

$

466,154

 

Net income margin

 

4.7

%

 

 

3.1

%

 

 

10.1

%

 

 

8.8

%

Adjusted EBITDAC margin

 

31.5

%

 

 

29.3

%

 

 

32.1

%

 

 

30.2

%

(1)

Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

Reconciliation of Adjusted Net Income to Net Income

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

(in thousands, except percentages)

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Total revenue

$

604,694

 

 

$

501,938

 

 

$

1,852,181

 

 

$

1,544,686

 

Net income

$

28,643

 

 

$

15,703

 

 

$

187,358

 

 

$

135,977

 

Income tax expense (benefit)

 

(8,962

)

 

 

24,827

 

 

 

16,155

 

 

 

42,772

 

Amortization

 

39,182

 

 

 

29,572

 

 

 

97,711

 

 

 

79,125

 

Amortization of deferred debt issuance costs (1)

 

15,402

 

 

 

3,045

 

 

 

21,838

 

 

 

9,125

 

Change in contingent consideration

 

(365

)

 

 

1,848

 

 

 

813

 

 

 

4,358

 

Acquisition-related expense

 

16,345

 

 

 

7,336

 

 

 

40,950

 

 

 

15,527

 

Acquisition related long-term incentive compensation

 

15,775

 

 

 

550

 

 

 

17,039

 

 

 

1,702

 

Restructuring and related expense

 

10,826

 

 

 

16,476

 

 

 

47,832

 

 

 

37,200

 

Amortization and expense related to discontinued prepaid incentives

 

1,095

 

 

 

1,571

 

 

 

3,851

 

 

 

4,793

 

Other non-operating loss

 

16,590

 

 

 

67

 

 

 

18,575

 

 

 

37

 

Equity-based compensation

 

17,385

 

 

 

8,280

 

 

 

39,656

 

 

 

23,106

 

IPO related expenses

 

6,074

 

 

 

9,327

 

 

 

22,008

 

 

 

31,029

 

(Income) from equity method investments in related party

 

(4,182

)

 

 

(2,271

)

 

 

(13,510

)

 

 

(5,882

)

Adjusted income before income taxes (2)

$

153,808

 

 

$

116,331

 

 

$

500,276

 

 

$

378,869

 

Adjusted income tax expense (3)

 

(40,175

)

 

 

(29,700

)

 

 

(130,672

)

 

 

(96,725

)

Adjusted net income

$

113,633

 

 

$

86,631

 

 

$

369,604

 

 

$

282,144

 

Net income margin

 

4.7

%

 

 

3.1

%

 

 

10.1

%

 

 

8.8

%

Adjusted net income margin

 

18.8

%

 

 

17.3

%

 

 

20.0

%

 

 

18.3

%

(1)

Interest expense, net includes amortization of deferred debt issuance costs.

(2)

Adjustments made to Net income are described in the definition of Adjusted EBITDAC in “Non-GAAP Financial Measures and Key Performance Indicators.”

(3)

The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to our allocable share of any net taxable income of the LLC. For the three and nine months ended September 30, 2024, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 5.12% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC. For the three and nine months ended September 30, 2023, this calculation of adjusted income tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.53% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC.

Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

2024

 

 

 

2023

 

 

 

2024

 

 

 

2023

 

Earnings (loss) per share of Class A common stock – diluted

$

0.09

 

 

$

(0.04

)

 

$

0.59

 

 

$

0.34

 

Less: Net income attributed to dilutive shares and substantively vested RSUs (1)

 

(0.03

)

 

 

 

 

 

(0.29

)

 

 

(0.03

)

Plus: Impact of all LLC Common Units exchanged for Class A shares (2)

 

0.05

 

 

 

0.10

 

 

 

0.39

 

 

 

0.20

 

Plus: Adjustments to Adjusted net income (3)

 

0.31

 

 

 

0.28

 

 

 

0.67

 

 

 

0.54

 

Plus: Dilutive impact of unvested equity awards (4)

 

(0.01

)

 

 

(0.02

)

 

 

(0.02

)

 

 

(0.01

)

Adjusted diluted earnings per share

$

0.41

 

 

$

0.32

 

 

$

1.34

 

 

$

1.04

 

 

 

 

 

 

 

 

 

(Share count in '000)

 

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding – diluted

 

272,686

 

 

 

115,872

 

 

 

271,283

 

 

 

124,884

 

Plus: Impact of all LLC Common Units exchanged for Class A shares (2)

 

 

 

 

141,690

 

 

 

 

 

 

142,974

 

Plus: Dilutive impact of unvested equity awards (4)

 

3,467

 

 

 

15,115

 

 

 

4,445

 

 

 

4,390

 

Adjusted diluted earnings per share diluted share count

 

276,153

 

 

 

272,677

 

 

 

275,728

 

 

 

272,248

 

(1)

Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to arrive at Net income attributable to Ryan Specialty Holdings, Inc. For the three months ended September 30, 2024 and 2023, this removes $8.3 million and $(0.1) million of Net income (loss), respectively, on 272.7 million and 115.9 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2024 and 2023, this removes $78.3 million and $3.8 million of Net income, respectively, on 271.3 million and 124.9 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. See “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

(2)

For comparability purposes, this calculation incorporates the Net income that would be distributable if all LLC Common Units (together with shares of Class B common stock) and vested Class C Incentive units were exchanged for shares of Class A common stock. For the three months ended September 30, 2024 and 2023, this includes $11.1 million and $20.8 million of Net income, respectively, on 272.7 million and 257.6 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the nine months ended September 30, 2024 and 2023, this includes $106.4 million and $97.8 million of Net income, respectively, on 271.3 million and 267.9 million Weighted-average shares of Class A common stock outstanding - diluted, respectively. For the three months ended September 30, 2023, 141.7 million weighted average outstanding LLC Common Units were considered dilutive and included in the 257.6 million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. For the nine months ended September 30, 2023, 143.0 million weighted average outstanding LLC Common Units were considered dilutive and included in the 267.9 million Weighted-average shares of Class A common stock outstanding - diluted within Diluted EPS. See “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

(3)

Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Net income in “Adjusted Net Income and Adjusted Net Income Margin” on 272.7 million and 257.6 million Weighted-average shares of Class A common stock outstanding - diluted for the three months ended September 30, 2024 and 2023, respectively, and on 271.3 million and 267.9 million Weighted-average shares of Class A common stock outstanding- diluted for the nine months ended September 30, 2024 and 2023, respectively.

(4)

For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net income, the dilutive effect of unvested equity awards is calculated using the treasury stock method as if the weighted-average unrecognized cost associated with the awards was $0 over the period, less any unvested equity awards determined to be dilutive within the Diluted EPS calculation disclosed in “Note 10, Earnings Per Share” of the unaudited quarterly consolidated financial statements. For the three months ended September 30, 2024 and 2023, 3.5 million and 15.1 million shares were added to the calculation, respectively. For the nine months ended September 30, 2024 and 2023, 4.4 million shares were added to the calculation.

 

Investor Relations
Nicholas Mezick
Director, Investor Relations
Ryan Specialty
IR@ryanspecialty.com
Phone: (312) 784-6152

Media Relations
Alice Phillips Topping
SVP, Chief Marketing & Communications Officer
Ryan Specialty
Alice.Topping@ryanspecialty.com
Phone: (312) 635-5976

Source: Ryan Specialty Holdings, Inc.