““

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

2022

OR

☐
TRANSITION 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

For the transition period from

to

Commission File Number: 001-40645

img148722138_0.jpg 

RYAN SPECIALTY GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-2526344

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

Two Prudential Plaza

180 N. Stetson Avenue, Suite 4600

Chicago, IL

60601

(Address of principal executive offices)

(Zip Code)

Two Prudential Plaza
180 N. Stetson Avenue
Suite 4600
Chicago,
IL
60601
(Address of principal executive offices)
(312) 784-6001
(Registrant’s telephone number, including area code)

(312) 784-6001

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol

Trading
symbol

Name of each exchange

on which registered

Class A Common Stock, $0.001 par value per share

RYAN

RYAN

The New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    ☐ ☒ No ☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in

Rule 12b-2
of the Exchange Act.

Large accelerated filer

☐

☐

Accelerated filer

☐

Non-accelerated

filer

☒

☒

Smaller reporting company

☐

Emerging growth company

☒

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in

Rule 12b-2
of the Exchange Act). Yes ☐
No
☒

On September 1, 2021,August 10, 2022, the Registrant had

109,903,867259,603,153 shares of common stock outstanding, consisting of 111,715,263 shares of Class A common stock, $0.001 par value, outstanding.
and 147,887,890 shares of Class B common stock, $0.001 par value.

Ryan Specialty Group Holdings, Inc.

INDEX

PART I. FINANCIAL INFORMATION
7

PART I. FINANCIAL INFORMATION

1

Item 1.

Financial Statements (Unaudited)

7

1

Ryan Specialty Group Holdings, Inc. Balance Sheets (Unaudited)

7
Ryan Specialty Group Holdings, Inc. Notes to Balance Sheets (Unaudited)
8
Ryan Specialty Group, LLC Consolidated Statements of Income (Unaudited)

11

1

Ryan Specialty Group, LLC Consolidated Statements of Comprehensive Income (Unaudited)

12

2

Consolidated Balance Sheets (Unaudited)

Ryan Specialty Group, LLC Consolidated Statements of Financial Position (Unaudited)
13

3

Ryan Specialty Group, LLC Consolidated Statements of Cash Flows (Unaudited)

14

4

Ryan Specialty Group, LLC Consolidated Statements of Mezzanine Equity and Stockholders'/Members’ Equity (Unaudited)

15

5

Ryan Specialty Group, LLC Notes to the Consolidated Financial Statements (Unaudited)

17

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

33

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

62

59

Item 4.

Controls and Procedures

63

60

PART II OTHER INFORMATION

64

60

Item 1.

Legal Proceedings

64

60

Item 1A.

Risk Factors

64

60

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

65

60

Item 3.

Defaults Upon Senior Securities

66

60

Item 4.

Mine Safety Disclosures

66

61

Item 5.

Other Information

66

61

Item 6.

Exhibits

Exhibits
67

62

Forward-Looking Statements

This Quarterly Report on Form

10-Q
s contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks and uncertainties. All statements, other than statements of historical fact included in this Quarterly Report on Form
10-Q,
are forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated costs, expenditures, cash flows, growth rates and financial results, our plans, intended use of proceeds, anticipated cost savings relating to the Restructuring Plan (as defined below) and the amount and timing of delivery of annual cost savings, and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation, are forward-looking statements. All forward-looking statements are subject to risks and uncertainties (many of which may be amplified on account of the
COVID-19
pandemic) that may cause actual results to differ materially from those that we expected, including:

•
our potential failure to develop a succession plan for thePatrick G. Ryan or other members of our senior management team, including Patrick G. Ryan, and/to maintain corporate culture or to recruit and retain revenue producers;
•
the cyclicality of, and the economic conditions in, the markets in which we operate;
operate and conditions that result in reduced insurer capacity;
•
a reduction in insurer capacity;
•
the potential loss of our relationships with insurance carriers or our clients, failure to maintain good relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance carriers or clients or the failure to develop new insurance carrier and client relationships;
•
significant competitive pressures in each of our businesses;
•
decreases in the premiums or commission rates set by insurers, or actions by insurers seeking repayment of commissions;
•
decrease in the amount of supplemental or contingent commissions we receive;
•
our inability to collect our receivables;
•
the potential thaterrors in, or ineffectiveness of, our underwriting models contain errors or that are otherwise ineffective;
damageand the risks presented to our reputation;
reputation and relationships with insurance carriers, retail brokers and agents;
•
failure to maintain, protect and enhance our brand;
brand or prevent damage to our reputation;
•
decreases in current market share as a result of disintermediation within the insurance industry including increased competition from insurance companies, technology companies and the financial services industry, as well as the shiftshifts away from traditional insurance markets;
•
changes in the mode of compensation in the insurance industry;
•
changes in our accounting estimates, assumptions or methodologies, orand general changes in accounting guidance generally;
guidance;
•
changes in interest rates that affect our cost of capital and net investment income;
1
•
changes in interest rates and deterioration of credit quality that reduce the value of our cash balances;
•
impairment of goodwill;
goodwill and intangibles;
•
the impact on our operations and financial condition from the effects of the current COVID-19 pandemic and resulting governmental and societal responses;
•
any failure to maintain our corporate culture;
•
the inability to maintain rapid growth and generate sufficient revenue to maintain profitability;
•
the loss of clients or business as a result of consolidation within the retail insurance brokerage industry;
•
the impact if our MGA or MGU programs are terminated or changed;
•
the risks associated with theunsatisfactory evaluation of potential acquisitions and the integration of acquired businesses as well as introduction of new products, lines of business and markets;
•
significant investment in our growth strategy and whether expectation of internal efficiencies are realized;
any unsuccessful attempts to open new officers, enter new product lines, establish distribution channels, or hire new brokers and underwriters;
•
our inabilityability to gain internal efficiencies through the application of technology or effectively apply technology in driving value for our clients through innovationor the failure of technology and technology-based solutions;automated systems to function or perform as expected;

i

•
the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting our insurance policies;
•
a variety of risks in our third-party claims administration operations that are distinct from those we face in our insurance intermediary operations;
the competitiveness and cyclicality of the reinsurance industry;
•
the higher risk of delinquency or collection inherent in our premium finance business;
•
the competitiveness and cyclicality of the reinsurance industry;
•
the occurrence of natural or
man-made
disasters;
•
our inability to successfully recover upon experiencing a disaster or other business continuity problem;
•
the economic and political conditions of the countries and regions in which we operate;
•
the failure or take-over by the FDIC of one of the financial institutions that we use;
•
our inability to respond quickly to operational or financial problems or promote the desired level of cooperation and interaction among our offices;
•
the impact of third parties that perform key functions of our business operations acting in ways that harm our business;
•
our globalinternational operations expose us to various international risks, including exchange rate fluctuations;
•
the impact of adverse economic conditions and geopolitical tensions;
•
the impact of governmental regulations, legal proceedings and governmental inquiries related to our business;
•
being subject to E&O claims as well as other contingencies and legal proceedings;
•
our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations;
2
•
changes in tax laws or regulations;
•
decreased commission revenues due to proposed tort reform legislation;
•
the impact of regulations affecting insurance carriers;
the impact on our operations and financial condition from the effects of the current
COVID-19
pandemic and resulting governmental and societal responses;
•
the impact of breaches in security that cause significant system or network disruptions;
•
the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by employees or counterparties or as a result of cyberattacks;
•
the impact of infringement, misappropriation or dilution of our intellectual property;
•
the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others;
•
our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to restrictions and limitations that could significantly affect our ability to operate;
•
not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other actions to satisfy our obligations under such indebtedness;
•
the impact of being unable to refinance our indebtedness;
•
being affected by further changes in the U.S.-based credit markets;
•
changes in our credit ratings;
•
risks related to the payments required by our Tax Receivable Agreement;
•
risks relating to our organizational structure that could result in conflicts of interests between the impactLLC Unitholders and the holders of failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future;Class A common stock; and
•
other factors disclosed in the section entitled “Risk Factors” and elsewhere“Risk Factors” in the IPO Prospectusour Annual Report on Form 10-K and this Quarterly Report on Form
10-Q.

We derive many of our forward-looking statements from our operating budgets and forecasts that are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form

10-Q.
10-Q and under the Section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

ii

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form

10-Q
in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form

10-Q,
and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
3

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form

10-Q
are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
4

Commonly Used Defined Terms

As used in this Quarterly Report on Form

10-Q,
unless the context indicates or otherwise requires, the following terms have the following meanings:

•
“we”we, “us”” “us, “our”” “our,” the “Company”“Company, “RSG”,” “Ryan Specialty,” and similar references refer: (i) following the consummation of the Organizational Transactions, including our IPO, to Ryan Specialty Group Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including Holdingsthe LLC, and (ii) prior to the completion of the Organizational Transactions, including our IPO, to Holdingsthe LLC and, unless otherwise stated, all of its subsidiaries.
•
Admitted:“Admitted”: The insurance market comprising insurance carriers licensed to write business on an “admitted” basis by the insurance commissioner of the state in which the risk is located. Insurance rates and forms in this market are highly regulated by each state and coverages are largely uniform.
•
Affiliate (and, with a correlative meaning, “Affiliated”): With respect to a specified Person, each other Person that directly,“All Risks” or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Person specified. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement).
All Risks:“ARL”: All Risks Specialty, LLC (f/k/a All Risk, Ltd.), an insurance specialist providing services in wholesale brokerage and delegated underwriting authority.
•
“All Risks Acquisition:Acquisition”: In September 2020, RSGRyan Specialty acquired All Risks.
•
ARL: Collectively, All Risks, Limited and Independent Claims Services.
“Binding Authority:Authority”: Our Binding Authority receives submissions for insurance directly from retail brokers, evaluates price and makes underwriting decisions regarding these submissions based on narrowly prescribed guidelines provided by carriers, and binds and issues policies on behalf of insurance carriers who retain the insurance underwriting risk.
•
“Board” or “Board of Directors”: The board of directors of Ryan Specialty.
•
“Class C Incentive Units”: Class C common incentive units, initially of the LLC on and prior to September 30, 2021 and then subsequently of New LLC, that are subject to vesting and will be exchangeable into LLC Common Units: Collectively, all Class A common units and all Class B common units of Holdings LLC.
Units.
•
“Credit Agreement”: The credit agreement, as amended, dated September 1, 2020, among Ryan Specialty, LLC and JPMorgan Chase Bank, N.A., as administrative agent and the other lenders party thereto.
•
“E&O:&O”: Errors and omissions.
•
“E&S:&S”: Excess and surplus lines. In this insurance market, carriers are licensed on a
“non-admitted”
“non-admitted” basis. The excess and surplus lines market often offers carriers more flexibility in terms, conditions, and rates than does the Admitted market.
•
“Family Group:Group”: (i) In the case of a member of Holdingsthe LLC or a Holdings LLC Employee who is an individual, such individual’s spouse, parents and descendants (whether natural or adopted) and any trust or estate planning vehicle or entity solely for the benefit of such individual and/or the individual’s spouse, parents, descendants and/or other relatives, and (ii) in the case of a member of Holdingsthe LLC or a Holdings LLC Employee that is a trust, the beneficiary of such trust.
•
Founder:“Founder”: Patrick G. Ryan.

iii

•
“Founder Group:Group”: Founder, members of the Founder’s Family Group and Founder’s Affiliates.
affiliates.
•
“IPO”: Initial public offering.
•
Person: An individual or any corporation, partnership, limited liability company, trust, unincorporated organization, association, joint venture or any other organization or entity, whether or not a legal entity.
Holdings LLC:“LLC”: Ryan Specialty, Group,LLC, together with its parent New LLC, and itstheir subsidiaries.
•
“LLC Common Units”: non-voting common interest units initially of the LLC on and prior to September 30, 2021 and then subsequently of New LLC.
•
“LLC Operating Agreement”: the Seventh Amended and Restated Limited Liability Company Agreement of the LLC
Incentive units: Incentive-based•
“LLC Units”: Class A common units and Class B common units of Holdings LLC.
the LLC prior to the Organizational Transactions.
•
IPO: Initial public offering.
IPO Prospectus: our final prospectus for our IPO dated as of July 21, 2021 and filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.
“LLC Unitholders:Unitholders”: holders of the LLC Units.
Units or the LLC Common Units, as the context requires.
•
LLC Units:
non-voting
common interest units of Holdings LLC.
5
Management Incentive Units: management incentive units with a participation threshold equal to the IPO price, which are subject to vesting and will be exchangeable into LLC Units.
Mandatory Participation: As part of the reclassification of common stock related to the Organizational Transactions and subject to certain limited exceptions, all existing holders of LLC Units were required to sell 15.0% of their vested interest (inclusive of vested equity grants and purchased equity) in Holdings LLC in connection with the IPO.
MGA:“MGA”: Managing general agent.
•
MGU:“MGU”: Managing general underwriter.
•
“New LLC”: New Ryan Specialty, LLC is a Delaware limited liability company and a direct subsidiary of Ryan Specialty Holdings, Inc.
•
“New LLC Operating Agreement”: The Amended and Restated Limited Liability Company Agreement of New LLC.
Onex:•
“Onex”: Onex Corporation and its affiliates, a holder of LLC Units and Redeemable Preferred Units prior to the Organizational Transactions, and one of our shareholders following the Organizational Transactions.
•
Optional Participation: As part of the reclassification of common stock related to the “Organizational Transactions all existing holders of LLC Units had the option to sell up to (i) an additional 10.0% of their vested interest received as an equity grant under compensatory plans or arrangements and (ii) 100% of their remaining purchased interest, in each case, on a pro rata basis, subject to reduction in connection with the IPO and certain other limited exceptions.
Organizational Transactions:”: The series of organizational transactions completed by the Company in connection with the IPO, as described in the IPO Prospectus.
Form 10-K filed with the SEC on March 16, 2022.
•
Participation:“Participation”: Collectively, the Mandatory Participation and the Optional Participation.
•
“Redeemable Preferred Units”: Class B preferred units of the LLC held by Onex prior to the Organizational Transactions.
•
“Restructuring Plan:Plan”: Plan to reduce costs and increase efficiencies, streamline management reporting structures, and centralize functions across the Company to improve operating margin,margins, which is expected to bewas fully actioned by June 30, 2022.
•
“Revolving Credit Facility”: The $600 million senior secured revolving credit facility under our Credit Agreement.
•
Ryan Parties: Patrick G. Ryan, founder, chairman and chief executive officer of RSG and certain members of his family and various entities and trusts over which Patrick G. Ryan and his family exercise control.
SEC:“SEC”: The Securities and Exchange Commission.
•
Securities Act: Securities Act of 1933, as amended.
Specialty:“Specialty”: One of the three RSGRyan Specialty primary distribution channels, which includes Wholesale Brokerage, Binding Authority, and Underwriting Management.
•
“Stock Option”: A non-qualified stock option award that gives the grantee the option to buy a specified number of shares of Class A common stock at the grant date price.
•
“Tax Receivable Agreement” or TRA:“TRA”: The tax receivable agreement entered into in connection with the IPO.
•
“Term Loan”: The senior secured Term Loan B for $1.65 billion in principal amount under our Credit Agreement.
•
“U.S. GAAP:GAAP”: Accounting principles generally accepted in the United States of America.
•
“Underwriting Management:Management”: Our Underwriting Management Specialty administers an expansivea number of MGUs, MGAs, and programs that offer commercial and personal insurance for specific product lines or industry classes. Underwriters act with delegated underwriting authority based on varying degrees of prescribed guidelines as provided by carriers, quoting, binding and issuing policies on behalf of RSG’sRyan Specialty’s carrier trading partners which retain the insurance underwriting risk.
•
Wholesale Brokerage: “Wholesale Brokerage”: Our Wholesale Brokerage Specialty distributes a wide range and diversified mix of specialty property, casualty, professional lines, personal lines and workers’ compensation insurance products, as a broker between the carriers and retail brokerage firms.
6

iv

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Ryan Specialty Group Holdings, Inc.

Balance Sheets (Unaudited)
(dollars in actuals)
   
June 30, 2021
  
March 5, 2021
 
ASSETS
         
Cash
  $590  $—   
   
 
 
  
 
 
 
TOTAL ASSETS
  
$
590
 
 
$
—  
 
   
 
 
  
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
         
Payable due to affiliate
  $590  $—   
   
 
 
  
 
 
 
Total liabilities
  
$
590
 
 
$
—  
 
   
 
 
  
 
 
 
STOCKHOLDERS’ EQUITY
         
Stock subscription receivable from Ryan Specialty Group, LLC
  $(10)  $(10) 
Class A common stock, $0.001 par value per share; 500,000,000 shares authorized; 10,000 shares issued and outstanding
   10   10 
   
 
 
  
 
 
 
Total Stockholders’ equity
  $0—  $—   
   
 
 
  
 
 
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  
$
590
 
 
$
—  
 
   
 
 
  
 
 
 
The accompanying notes are an integral part of the financial statements.
7
Ryan Specialty Group Holdings, Inc.
Notes to Balance Sheets (Unaudited)
1. Organization
The Company was formed as a Delaware corporation on March 5, 2021. The Company was formed for the purpose of completing an IPO and related transactions in order to carry on the business of Holdings LLC. Subsequent to the IPO and pursuant to the Organizational Transactions, as described in Note 5,
Subsequent Events
, the Company became the parent and sole managing member of Holdings LLC. As the sole managing member, the Company operates and controls all of the business and affairs of Holdings LLC, and through Holdings LLC and its subsidiaries, conducts its business.
2. Summary of Significant Accounting Policies
Basis of Presentation and Accounting
The financial statements have been prepared in accordance with U.S. GAAP. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no material activities in this entity for the period ended June 30, 2021. See Note 4,
Related Parties
for further discussion.
Use of Estimates
The preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.
3. Common Stock
On March 5, 2021, the Company was authorized to issue 500,000,000 shares of Class A common stock, par value $0.001 per share. As of the balance sheet dates, 10,000 shares have been issued, for $10, and are outstanding. As of June 30, 2021,
all
shares were owned by
Holdings
LLC.
4. Related Parties
Per the LLC Operating Agreement (as defined herein), Holdings LLC will reimburse the Company for any reasonable
out-of-pocket
expenses incurred on behalf of Holdings LLC, including all expenses associated with the IPO. During the period ended June 30, 2021, Holdings LLC funded the Company
$25,000
in order to pay IPO related expenses. Holdings LLC overfunded the Company by
$590
, which is included as the Payable due to affiliate on the Balance Sheet. Costs incurred were borne by Holdings LLC and not the Company. As such, the Company has not prepared a statement of operations or statement of cash flows as a result of the funding or expense payments.
5. Subsequent Events
IPO and Reorganization
On July 26, 2021, the Company, Ryan Specialty Group Holdings, Inc., completed its IPO of
56,918,278
shares, 65,456,020 shares after the underwriters exercised their option in full, of its Class A common stock,
$
0.001
par value per share, at an offering price of
$
23.50
per share. The Company received net proceeds from the IPO of approximately
$
1.3
billion, approximately $1.5 billion after the full exercise of the underwriters’ option, after deducting underwriting discounts and commissions and estimated offering expenses,
of which
(i)
$
119.9
million was used to acquire
5,889,570
of newly issued LLC Units in Holdings LLC, (ii)
$
343.5
 million was used to acquire the outstanding
260,000,000
Class B Preferred Units held by Onex, (iii) $
795.7
 million was used to acquire
35,641,682
outstanding Holdings LLC units from certain existing holders of Holdings LLC, (iv) $76.2 million
was used
to purchase an additional 3,415,097 newly issued LLC Units in Holdings LLC, and (v) $114.4 million
was used
to repurchase and retire 5,122,645 shares of Class A common stock held by Onex. The Company is now a publicly traded company whose Class A common stock is traded on the New York Stock Exchange under the ticker symbol “RYAN”. Prior to the completion of the IPO, Holdings LLC and certain Holdings LLC subsidiaries consummated an internal reorganization.
8
In connection with
the
IPO, the Company completed the Organizational Transactions. The Organizational Transactions included:
The adoption of the Sixth Amended and Restated Limited Liability Company Agreement of Holdings LLC (the “LLC Operating Agreement”) to, among other things, appoint Ryan Specialty Group Holdings, Inc. as the sole managing member of Holdings LLC.
All Class A common units of
Holdings
LLC, including existing units with a participation threshold, were reclassified into an aggregate of 213,693,861 LLC
Units, and all Class B common units of Holdings LLC were reclassified into an aggregate 
of 20,680,420 LLC Units. Upon the completion of this reclassification, subject to certain limited exceptions, all existing holders of LLC Units were (i) required to sell 15.0% of
their vested interest (inclusive of vested equity grants and purchased equity) in Holdings LLC and (ii) had the option to sell up to (x) an 
additional 10.0% of their vested interest received as an equity grant under compensatory plans or arrangements and (y) 100% of their remaining purchased interest, in each case, on a pro rata basis, subject to reduction in connection with the IPO and certain other limited exceptions.
We amended and restated the certificate of incorporation of Ryan Specialty Group Holdings, Inc. to, among other things, provide for Class A common stock and Class B common stock.
An entity through which Onex held its common unit interest in Holdings LLC (the “Common Blocker Entity”) engaged in a series of transactions that resulted in Onex exchanging all of the equity interests in the Common Blocker Entity 
for 20,680,420 shares of Class A common stock and a right to participate in the Tax Receivable Agreement.
The Ryan Parties exchanged an aggregate 
of 11,540,324 units for 11,540,324 shares of Class A common stock and a right to participate in the Tax Receivable Agreement on account of such shares received.
Through a series of internal transactions, certain of our current and past employees and existing investors in
Holdings
LLC (i) either sold 100% of their LLC Units in connection with the IPO or had their LLC Units (after giving effect to the Participation and excluding the incentive units described in the following item) exchanged into an aggregate of 38,143,990 shares of Class A common stock on a
one-for-one
basis and (ii) received TRA alternative payments (“TRA Alternative Payments”).
With respect to certain current and former employee holders of incentive units that ceased to be holders of LLC Units and became holders of Class A common stock in connection with the Organizational Transactions, such incentive units (after giving effect to the Participation) were exchanged for an aggregate of 11,426,502 shares of Class A common stock and were additionally granted an aggregate of 4,637,622 options to purchase shares of Class A common stock under the Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan (
the “top-up options” or “reload options
”). Each such
top-up
option issued under the 2021 Plan is exercisable for 1share of our Class A common stock at an exercise price equal to the
IPO
price of $23.50.
With respect to the LLC Unitholders who have incentive units and remained as LLC Unitholders after completion of the Organizational Transactions, subject to any reclassification adjustment, such incentive units were exchanged (i) for an aggregate of 27,493,190 LLC Units (after giving effect to the Participation) and (ii) an aggregate of 3,911,482 Management Incentive Units with a participation threshold equal to the
IPO
price of $23.50, which Management Incentive Units are subject to vesting and will be exchangeable into LLC Units, which will then be immediately redeemed for Class A common stock based on the value of Management Incentive Units and the fair market value of the Class A common stock at the time of the applicable exchange. The Management Incentive Units granted under this paragraph are referred to as the
“top-up
Management Incentive Units.”
9
The issuance of an aggregate of 8,171,522 equity awards, including (i) an aggregate of 66,667 options to purchase Class A common stock with an exercise price equal to the
IPO
price of $23.50, (ii) an aggregate of 4,444,911 restricted stock units of Class A common stock, (iii) an aggregate of 2,116,667 Management
Incentive Units (exclusive of the top-up Management Incentive Units) with a participation threshold equal to the 
IPO
price of $23.50, and (iv) an aggregate of 1,543,277 restricted LLC units of
Holdings
LLC, in each case, were issued to certain employees in connection with the IPO as IPO awards and are subject to vesting.
With respect to the Ryan Parties, subject to any reclassification adjustment, their common units with a participation threshold were exchanged (after giving effect to the Participation) for an aggregate of 736,435 LLC Units.
Ryan Specialty Group Holdings, Inc. issued shares of Class B common stock to the LLC Unitholders, on a
one-to-one
basis with the number of LLC Units each LLC Unitholder owns upon the consummation of the Organizational Transactions, for nominal consideration. Shares of Class B common stock were not issued to the LLC Unitholders with respect to the Management Incentive Units.
Pursuant to the LLC Operating Agreement, the LLC Unitholders were entitled to exchange LLC Units for shares of Class A common stock on a
one-for-one
basis or, at our election, for cash, from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC Unitholders were also required to deliver to us an equivalent number of shares of Class B common stock to effectuate such an exchange. Any shares of Class B common stock so delivered were canceled.
Ryan Specialty Group Holdings, Inc.
entered into a Tax Receivable Agreement with
 the LLC Unitholders and Onex that will provide for the payment by us to the LLC Unitholders and Onex, collectively, of 85%
of the amount of cash savings, if any, in U.S. federal, state and local income taxes (computed using simplifying assumptions to address the impact of state and local taxes) the Company actually realizes (or, under certain circumstances is deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the Tax Receivable Agreement, as discussed below) as a result of certain (i) increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) tax attributes of Holdings LLC and subsidiaries of Holdings LLC that existed prior to the IPO or to which we succeed as a result of the Common Blocker Mergers,
(iii)
favorable “remedial” partnership tax allocations to which we become entitled (if any), and (iv) other tax benefits related to our entering into the Tax Receivable Agreement, including certain tax benefits attributable to payments that we are required to make under the Tax Receivable Agreement. Additionally, with respect to the holders of LLC Units who either sold
 100% of their LLC Units in connection with
the IPO 
or had their LLC Units (after giving effect to the Participation) exchanged for shares of Class A common stock on a
one-for-one
basis in the Organizational Transactions, such holders had the right to receive a
one-time
lump sum payment in an aggregate amount of $72.9 million, comprised of (i) $36.5 million of consideration for certain tax attributes arising as a result of the sale of any of their vested interest in connection with the Participation and (ii) $36.4 million of certain additional consideration related to the exchange of their LLC Units for Class A common stock (in amounts intended to approximate what the holders would have received had their exchange with us been taxable and provided us with additional tax attributes, although these exchanges will not relate to actual tax benefits obtained or to be obtained by us) (collectively, the TRA Alternative Payments).
In connection with the IPO, the Company became the sole managing member of Holdings LLC and controls the management of Holdings LLC. As a result, the Company will consolidate Holdings LLC’s financial results in its consolidated financial statements and report a
non-controlling
interest in the economic interest in Holdings LLC held by the remaining LLC Unitholders.
10
Ryan Specialty Group, LLC

Consolidated Statements of Income (Unaudited)

All balances presented in thousands
   
Three months ended

June 30,
  
Six months ended

June 30,
 
   
2021
  
2020
  
2021
  
2020
 
REVENUE
     
Net commissions and fees
  $389,846  $246,065  $701,190  $453,150 
Fiduciary investment income
   166   259   280   1,366 
  
 
 
  
 
 
  
 
 
  
 
 
 
Total revenue
  
$
390,012
 
 
$
246,324
 
 
$
701,470
 
 
$
454,516
 
  
 
 
  
 
 
  
 
 
  
 
 
 
EXPENSES
     
Compensation and benefits
   236,801   156,811   451,287   298,113 
General and administrative
   30,685   21,868   58,230   50,385 
Amortization
   27,319   9,118   55,113   19,149 
Depreciation
   1,222   851   2,422   1,629 
Change in contingent consideration
   1,723   —     2,313   1,032 
  
 
 
  
 
 
  
 
 
  
 
 
 
Total operating expenses
  
$
297,750
 
 
$
188,648
 
 
$
569,365
 
 
$
370,308
 
  
 
 
  
 
 
  
 
 
  
 
 
 
OPERATING INCOME
  
$
92,262
 
 
$
57,676
 
 
$
132,105
 
 
$
84,208
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Interest expense
   18,986   6,759   39,031   15,436 
Income from equity method investment in related party
   353   —     434   87 
Other
non-operating
income (loss)
   (7,890)   555   (29,336)   (2,492) 
  
 
 
  
 
 
  
 
 
  
 
 
 
INCOME BEFORE INCOME TAXES
  
$
65,739
 
 
$
51,472
 
 
$
64,172
 
 
$
66,367
 
Income tax expense
   2,332   1,585   4,566   3,162 
  
 
 
  
 
 
  
 
 
  
 
 
 
NET INCOME
  
$
63,407
 
 
$
49,887
 
 
$
59,606
 
 
$
63,205
 
Net income (loss) attributable to
non-controlling
interests, net of tax
   —     (54)   2,450   946 
  
 
 
  
 
 
  
 
 
  
 
 
 
NET INCOME ATTRIBUTABLE TO MEMBERS
  
$
63,407
 
 
$
49,941
 
 
$
57,156
 
 
$
62,259
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Refer to Notes to the Consolidated Financial Statements
1
1
Ryan Specialty Group, LLC
Consolidated Statements of Comprehensive Income (Unaudited)
All balances presented in thousands
   
Three months ended

June 30,
  
Six months ended

June 30,
 
   
2021
   
2020
  
2021
  
2020
 
NET INCOME
  
$
63,407
 
  
$
49,887
 
 
$
59,606
 
 
$
63,205
 
Net income (loss) attributable to
non-controlling
interests, net of tax
   —      (54)   2,450   946 
  
 
 
   
 
 
  
 
 
  
 
 
 
NET INCOME ATTRIBUTABLE TO MEMBERS
  
$
63,407
 
  
$
49,941
 
 
$
57,156
 
 
$
62,259
 
  
 
 
   
 
 
  
 
 
  
 
 
 
Other comprehensive income (loss), net of tax:
      
Foreign currency translation adjustments
   796    533   444   702 
Change in share of equity method investment in related party other comprehensive loss
   —      —     (738)   —   
  
 
 
   
 
 
  
 
 
  
 
 
 
Total other comprehensive income (loss), net of tax
  
$
796
 
  
$
533
 
 
$
(294
) 
 
$
702
 
  
 
 
   
 
 
  
 
 
  
 
 
 
COMPREHENSIVE INCOME ATTRIBUTABLE TO MEMBERS
  
$
64,203
 
  
$
50,474
 
 
$
56,862
 
 
$
62,961
 
  
 
 
   
 
 
  
 
 
  
 
 
 
Refer to Notes to the Consolidated Financial Statements
1
2
Ryan Specialty Group, LLC
Consolidated Statements of Financial Position (Unaudited)

All balances presented in thousands, except unitshare and par value data

   
June 30, 2021 
  
 
  
December 31, 2020
 
ASSETS
   
CURRENT ASSETS
   
Cash and cash equivalents
  $307,528  $312,651 
Commissions and fees receivable – net
   206,800   177,699 
Fiduciary assets
   2,293,363   1,978,152 
Prepaid incentives – net
   7,805   8,842 
Other current assets
   25,556   16,006 
  
 
 
  
 
 
 
Total current assets
  
$
2,841,052
 
 
$
2,493,350
 
NON-CURRENT
ASSETS
   
Goodwill
   1,224,299   1,224,196 
Other intangible assets
   552,904   604,764 
Prepaid incentives – net
   28,924   36,199 
Equity method investment in related party
   46,911   47,216 
Property and equipment – net
   15,961   17,423 
Lease
right-of-use
assets
   86,565   93,941 
Other
non-current
assets
   10,531   12,293 
  
 
 
  
 
 
 
Total
non-current
assets
  
$
1,966,095
 
 
$
2,036,032
 
  
 
 
  
 
 
 
TOTAL ASSETS
  
$
4,807,147
 
 
$
4,529,382
 
  
 
 
  
 
 
 
LIABILITIES, MEZZANINE EQUITY AND MEMBERS’ EQUITY
   
CURRENT LIABILITIES
   
Accounts payable and accrued liabilities
   131,948   115,573 
Preferred units repurchase payable
   78,256   —   
Accrued compensation
   314,510   349,558 
Operating lease liabilities
   19,909   19,880 
Short-term debt and current portion of long-term debt
   22,547   19,158 
Fiduciary liabilities
   2,293,363   1,978,152 
  
 
 
  
 
 
 
Total current liabilities
  
$
2,860,533
 
 
$
2,482,321
 
NON-CURRENT
LIABILITIES
   
Accrued compensation
   73,577   69,121 
Operating lease liabilities
   76,046   83,737 
Long-term debt
   1,570,227   1,566,192 
Net deferred tax liabilities
   537   577 
Other
non-current
liabilities
   6,020   16,709 
  
 
 
  
 
 
 
Total
non-current
liabilities
  
$
1,726,407
 
 
$
1,736,336
 
  
 
 
  
 
 
 
TOTAL LIABILITIES
  
$
4,586,940
 
 
$
4,218,657
 
  
 
 
  
 
 
 
MEZZANINE EQUITY
   
Preferred units (260,000,000 par value; 260,000,000 issued and outstanding at June 30, 2021 and December 31, 2020)
  $240,831  $239,635 
MEMBERS’ EQUITY
   
Preferred units (74,990,000 par value; 74,990,000 issued and outstanding at June 30, 2021 and
December 31, 2020)
   —     74,270 
Class A common units (692,753,835 par value; 692,753,835 issued and outstanding at June 30, 2021, 693,876,105 par value; 693,876,105 issued and outstanding at December 31, 2020)
   274,741   267,248 
Class B common units (75,478,586 par value; 75,478,586 issued and outstanding at June 30, 2021 and December 31, 2020)
   71,874   71,874 
Accumulated deficit
   (369,647)   (346,304) 
Accumulated other comprehensive income
   2,408   2,702 
  
 
 
  
 
 
 
Total RSG members’ equity
  
$
(20,624
) 
 
$
69,790
 
  
 
 
  
 
 
 
Non-controlling
interests
   —     1,300 
  
 
 
  
 
 
 
Total members’ equity
  
 
(20,624
) 
 
 
71,090
 
  
 
 
  
 
 
 
TOTAL LIABILITIES, MEZZANINE AND MEMBERS’ EQUITY
  
$
 
 
 
 
 
 
 
 
 
4,807,147
 
 
$
4,529,382
 
  
 
 
  
 
 
 
Refer to Notes to the Consolidated Financial Statements
1
3
Ryan Specialty Group, LLC
Consolidated Statements of Cash Flows (Unaudited)
All balances presented in thousands
   
Six months ended June 30,
 
   
2021
  
2020
 
CASH FLOWS FROM OPERATING ACTIVITIES
         
Net income
  $59,606  $63,205 
Adjustments to reconcile net income to cash flows from (used for) operating activities:
         
Loss (gain) from
non-controlling
equity interest
   (434)   (87) 
Amortization
   55,113   19,149 
Depreciation
   2,422   1,629 
Prepaid & deferred compensation expense
   23,035   7,297 
Equity-based compensation expense
   7,595   4,136 
Amortization of deferred debt issuance costs
   4,748   687 
Deferred tax benefit (loss)
   (40)   196 
Change (net of acquisitions and divestitures) in:
         
Commissions and fees receivable - net
   (29,089)   (24,434) 
Accrued interest
   333   129 
Other current assets and accrued liabilities
   (11,932)   12,282 
Other
non-current
assets and accrued liabilities
   (3,642)  (15,855) 
   
 
 
  
 
 
 
Total cash flows provided by operating activities
  
$
107,715
 
 
$
68,334
 
CASH FLOWS FROM INVESTING ACTIVITIES
         
 
Asset acquisitions
   —     (5,236) 
 
Prepaid incentives issued – net of repayments
   3,786   (4,279) 
 
Equity method investment in related party
   —     (23,500) 
 
Capital expenditures
   (3,941)   (7,858) 
   
 
 
  
 
 
 
Total cash flows used for investing activities
  
$
(155
) 
 
$
(40,873
) 
CASH FLOWS FROM FINANCING ACTIVITIES
         
 
Distribution to
non-controlling
interest holders
   (48,368)   —   
 
Equity repurchases
   (3,880)   (39,156) 
 
Repayment of term debt
   (8,250)   (4,063) 
 
Borrowing of term debt
   —     150,000 
 
Repayment of subordinated notes
   —     (20,000) 
 
Borrowings on revolving credit facilities
   —     848 
 
Repayments on revolving credit facilities
   —     (44,000) 
 
Deferred offering costs paid
   (4,191)   —   
 
Finance lease costs paid
   (75)   (36) 
 
Debt issuance costs paid
   (1,289)   —   
 
Cash distributions to members
   (47,039)   (13,644) 
   
 
 
  
 
 
 
Total cash flows (used for) provided by financing activities
  
$
(113,092
) 
 
$
29,949
 
   
 
 
  
 
 
 
Effect of changes in foreign exchange rates on cash and cash equivalents
  
 
409
 
 
 
(2,130
) 
   
 
 
  
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
  
$
(5,123
) 
 
$
55,280
 
   
 
 
  
 
 
 
CASH AND CASH EQUIVALENTS—Beginning balance
  
$
312,651
 
 
$
52,016
 
   
 
 
  
 
 
 
CASH AND CASH EQUIVALENTS—Ending balance
  
$
307,528
 
 
$
107,296
 
   
 
 
  
 
 
 
Supplemental cash flow information:
         
Interest and financing costs paid
  $32,518  $14,032 
Income taxes paid
  $5,897  $2,055 
Related party asset acquisition
  $—    $(6,077) 
Forgiveness of related party receivable
  $—    $6,077 
Accretion of premium on mezzanine equity
  $1,196  $615 
Accretion of premium on mezzanine equity in accumulated deficit
  $(1,196)  $(615) 
Repurchase of vested common units
  $(745)  $—   
Issuance of unsecured promissory note
  $745  $—   
Refer to Notes to the Consolidated Financial Statements
1
4
Ryan Specialty Group, LLC
Consolidated Statements of Members’ Equity (Unaudited)
All balances presented in thousands
   
Mezzanine
Equity
   
Preferred
Units
  
Common
Units

Class A
  
Common
Units

Class B
   
Retained
Earnings
(Accumulated
Deficit)
  
Accumulated
Other

Comprehensive
Income (Loss)
  
Non-controlling

Interests
  
Total
Members’

Equity (Deficit)
 
Balance at January 1, 2021
  
$
239,635
 
  
$
74,270
 
 
$
267,248
 
 
$
71,874
 
  
$
(346,304
) 
 
$
2,702
 
 
$
1,300
 
 
$
71,090
 
Net income (loss)
   —      —     —     —      (6,251)   —     2,450   (3,801) 
Foreign currency translation adjustments
   —      —     —     —      —     (352)   —     (352) 
Change in share of equity method investment in related party other comprehensive income
   —      —     —     —      —     (738)   —     (738) 
Accumulation of preferred dividends (% return), net of tax distributions
   —       —     —     —      (6,736)   —     —     (6,736) 
Accretion of premium on mezzanine equity
   598    —     —     —      (598)   —     —     (598) 
Related party acquisition
   —      —     —     —      (44,517)   —     (3,750)   (48,267) 
Distributions declared—tax advances
   —      —     —     —      (14,236)   —     —     (14,236) 
Repurchases of Class A units
   —      —     —     —      (227)   —     —     (227) 
Equity-based compensation expense
   —       —     4,430   —      —     —     —     4,430 
   
 
 
      
 
 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
 
Balance at March 31, 2021
  
$
240,233
 
  
$
74,270
 
 
$
271,678
 
 
$
71,874
 
  
$
(418,869
) 
 
$
1,612
 
 
$
0  
 
 
$
565
 
   
 
 
      
 
 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
  
 
 
 
Net income (loss)
   —       —     —     —      63,407   —     —     63,407 
Foreign currency translation adjustments
   —      —     —     —      —     796   —     796 
Accumulation of preferred dividends (% return), net of tax distributions
   —       —     —     —      1,073   —     —     1,073 
Accretion of premium on mezzanine equity
   598    —     —     —      (598)   —     —     (598) 
Related party acquisition
   —      —     —     —      (101)   —     —     (101) 
Distributions declared—tax advances
   —      —     —     —      (9,521)   —     —     (9,521) 
Reclassification from preferred units to repurchase payable
   —      (74,270)   —     —      (742)   —     —     (75,012) 
Repurchases of Class A units
   —      —     (102)   —      (4,296)   —     —     (4,398) 
Equity-based compensation expense
   —      —     3,165   —      —     —     —     3,165 
   
 
 
      
 
 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
     
Balance at June 30, 2021
  
$
240,831
 
  
$
0  
 
 
$
274,741
 
 
$
71,874
 
  
$
(369,647
) 
 
$
2,408
 
 
$
0  
 
 
$
(20,624
) 
   
 
 
      
 
 
  
 
 
  
 
 
   
 
 
  
 
 
  
 
 
     
Refer to Notes to the Consolidated Financial Statements
1
5
Ryan Specialty Group, LLC
Consolidated Statements of Members’ Equity (Unaudited)
All balances presented in thousands
   
Mezzanine
Equity
      
Preferred
Units
   
Common
Units

Class A
  
Common
Units

Class B
   
Retained
Earnings
(Accumulated
Deficit)
  
Accumulated
Other

Comprehensive

Income (Loss)
   
Non-controlling

Interests
  
Total
Members’

Equity (Deficit)
 
Balance at January 1, 2020
  
$
139,644
 
      
$
0  
 
  
$
138,540
 
 
$
61,225
 
  
$
(276,009
) 
 
$
864
 
  
$
(1,109
) 
 
$
(76,489
) 
Net income (loss)
   —          —      —     —      12,318        1,000   13,318 
Foreign currency translation adjustments
   —          —      —     —      —     169    —     169 
Accumulation of preferred dividends (% return), net
of tax distributions
   —          —      —     —      (2,992)   —      —     (2,992) 
Accretion of premium on mezzanine equity
   308        —      —     —      (308)   —      —     (308) 
Related party asset
acquisition
   —          —      —     —      (3,039)   —      —     (3,039) 
Distributions declared—tax advances
   —          —      —     —      (12,288)   —      —     (12,288) 
Repurchases of Class A units
   —          —      (586)   —      (33,918)   —      —     (34,504) 
Equity issued to the Board of Directors
   —          —      640   —      —     —      —     640 
Equity-based compensation expense
   —          —      2,041   —      —     —      —     2,041 
   
 
 
       
 
 
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Balance at March 31, 2020
  
$
139,952
 
      
$
0  
 
 
  
$
140,635
 
 
 
$
61,225
 
 
  
$
(316,236
)
 
 
 
$
1,033
 
 
 
  
$
(109
) 
 
$
(113,452
) 
   
 
 
       
 
 
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Net income (loss)
   —          —      —     —      49,941   —      (54)   49,887 
Foreign currency translation adjustments
   —          —      —     —      —     533    —     533 
Accumulation of preferred dividends (% return), net
of tax distributions
   —          —      —     —      (3,176)   —      —     (3,176) 
Accretion of premium on mezzanine equity
   307        —      —     —      (307)   —      —     (307) 
Distributions declared—tax advances
   —          —      —     —      (8,087)   —      —     (8,087) 
Repurchases of Class A units
   —          —      (13)   —      (4,639)   —      —     (4,652) 
Equity-based compensation expense
   —          —      1,456   —      —     —      —     1,456 
   
 
 
       
 
 
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Balance at June 30, 2020
  
$
140,259
 
      
$
0  
 
  
$
142,078
 
 
$
61,225
 
  
$
(282,504
) 
 
$
1,566
 
  
$
(163
) 
 
$
(77,798
) 
   
 
 
       
 
 
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
  
 
 
 
Refer to Notes to the Consolidated Financial Statements
1
6
Ryan Specialty Group, LLC
per share amounts

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Net commissions and fees

 

$

490,227

 

 

$

389,846

 

 

$

876,908

 

 

$

701,190

 

Fiduciary investment income

 

 

1,065

 

 

 

166

 

 

 

1,274

 

 

 

280

 

Total revenue

 

$

491,292

 

 

$

390,012

 

 

$

878,182

 

 

$

701,470

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

310,058

 

 

 

236,801

 

 

 

584,331

 

 

 

451,287

 

General and administrative

 

 

48,495

 

 

 

30,685

 

 

 

90,860

 

 

 

58,230

 

Amortization

 

 

26,233

 

 

 

27,319

 

 

 

52,896

 

 

 

55,113

 

Depreciation

 

 

1,229

 

 

 

1,222

 

 

 

2,440

 

 

 

2,422

 

Change in contingent consideration

 

 

(251

)

 

 

1,723

 

 

 

(1,260

)

 

 

2,313

 

Total operating expenses

 

$

385,764

 

 

$

297,750

 

 

$

729,267

 

 

$

569,365

 

OPERATING INCOME

 

$

105,528

 

 

$

92,262

 

 

$

148,915

 

 

$

132,105

 

Interest expense, net

 

 

24,846

 

 

 

18,986

 

 

 

46,598

 

 

 

39,031

 

Loss (income) from equity method investment in related party

 

 

16

 

 

 

(353

)

 

 

558

 

 

 

(434

)

Other non-operating loss (income)

 

 

(622

)

 

 

7,890

 

 

 

6,898

 

 

 

29,336

 

INCOME BEFORE INCOME TAXES

 

$

81,288

 

 

$

65,739

 

 

$

94,861

 

 

$

64,172

 

Income tax expense

 

 

11,168

 

 

 

2,332

 

 

 

6,665

 

 

 

4,566

 

NET INCOME

 

$

70,120

 

 

$

63,407

 

 

$

88,196

 

 

$

59,606

 

Net income attributable to non-controlling
   interests, net of tax

 

 

45,619

 

 

 

0

 

 

 

56,784

 

 

 

2,450

 

NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.

 

$

24,501

 

 

$

63,407

 

 

$

31,412

 

 

$

57,156

 

NET INCOME PER SHARE OF CLASS A COMMON STOCK:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.23

 

 

 

0

 

 

$

0.30

 

 

 

0

 

Diluted

 

$

0.22

 

 

 

0

 

 

$

0.28

 

 

 

0

 

WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

108,054,437

 

 

 

0

 

 

 

107,327,462

 

 

 

0

 

Diluted

 

 

120,204,902

 

 

 

0

 

 

 

264,417,470

 

 

 

0

 

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Tabular

1

Ryan Specialty Holdings, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

All balances presented in thousands

1.
Basis of Presentation
Nature of Operations

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

NET INCOME

 

$

70,120

 

 

$

63,407

 

 

$

88,196

 

 

$

59,606

 

Net income attributable to non-controlling interests,
   net of tax

 

 

45,619

 

 

 

0

 

 

 

56,784

 

 

 

2,450

 

NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.

 

$

24,501

 

 

$

63,407

 

 

$

31,412

 

 

$

57,156

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on interest rate cap, net

 

 

127

 

 

 

0

 

 

 

127

 

 

 

0

 

Foreign currency translation adjustments

 

 

(1,186

)

 

 

796

 

 

 

(1,244

)

 

 

444

 

Change in share of equity method investment in related
   party other comprehensive income (loss)

 

 

(554

)

 

 

0

 

 

 

(1,856

)

 

 

(738

)

Total other comprehensive income (loss), net of tax

 

$

(1,613

)

 

$

796

 

 

$

(2,973

)

 

$

(294

)

COMPREHENSIVE INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.

 

$

22,888

 

 

$

64,203

 

 

$

28,439

 

 

$

56,862

 

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

2

Ryan Specialty Group, LLC provides specialty prod

u
ctsHoldings, Inc.

Consolidated Balance Sheets (Unaudited)

All balances presented in thousands, except share and solutions for insurance brokers, agents and carriers. This encompasses distribution, underwriting, product development, administration and risk management services by acting as a wholesale broker and a managing underwriter serviceper share data

 

 

June 30, 2022

 

 

December 31, 2021

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash and cash equivalents

 

$

866,669

 

 

$

386,962

 

Commissions and fees receivable – net

 

 

244,753

 

 

 

210,252

 

Fiduciary cash and receivables

 

 

2,817,798

 

 

 

2,390,185

 

Prepaid incentives – net

 

 

7,914

 

 

 

7,726

 

Other current assets

 

 

18,306

 

 

 

15,882

 

Total current assets

 

$

3,955,440

 

 

$

3,011,007

 

NON-CURRENT ASSETS

 

 

 

 

 

 

Goodwill

 

 

1,313,366

 

 

 

1,309,267

 

Other intangible assets

 

 

524,808

 

 

 

573,930

 

Prepaid incentives – net

 

 

22,380

 

 

 

25,382

 

Equity method investment in related party

 

 

40,522

 

 

 

45,417

 

Property and equipment – net

 

 

16,039

 

 

 

15,290

 

Lease right-of-use assets

 

 

132,003

 

 

 

84,874

 

Deferred tax assets

 

 

404,235

 

 

 

382,753

 

Other non-current assets

 

 

33,624

 

 

 

10,788

 

Total non-current assets

 

$

2,486,977

 

 

$

2,447,701

 

TOTAL ASSETS

 

$

6,442,417

 

 

$

5,458,708

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

79,456

 

 

 

99,403

 

Accrued compensation

 

 

394,804

 

 

 

386,301

 

Operating lease liabilities

 

 

18,355

 

 

 

18,783

 

Tax Receivable Agreement liabilities

 

 

7,977

 

 

 

0

 

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

 

 

28,949

 

 

 

23,469

 

Fiduciary liabilities

 

 

2,817,798

 

 

 

2,390,185

 

Total current liabilities

 

$

3,347,339

 

 

$

2,918,141

 

NON-CURRENT LIABILITIES

 

 

 

 

 

 

Accrued compensation

 

 

6,619

 

 

 

4,371

 

Operating lease liabilities

 

 

125,249

 

 

 

74,386

 

Long-term debt

 

 

1,955,027

 

 

 

1,566,627

 

Deferred tax liabilities

 

 

666

 

 

 

631

 

Tax Receivable Agreement liabilities

 

 

285,787

 

 

 

272,100

 

Other non-current liabilities

 

 

20,216

 

 

 

27,675

 

Total non-current liabilities

 

$

2,393,564

 

 

$

1,945,790

 

TOTAL LIABILITIES

 

$

5,740,903

 

 

$

4,863,931

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 111,206,112 and 109,894,548 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively)

 

 

111

 

 

 

110

 

Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 147,990,243 and 149,162,107 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively)

 

 

148

 

 

 

149

 

Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at June 30, 2022 and December 31, 2021)

 

 

0

 

 

 

0

 

Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021)

 

 

0

 

 

 

0

 

Additional paid-in capital

 

 

385,908

 

 

 

348,865

 

Retained earnings (accumulated deficit)

 

 

24,348

 

 

 

(7,064

)

Accumulated other comprehensive income (loss)

 

 

(1,259

)

 

 

1,714

 

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

 

$

409,256

 

 

$

343,774

 

Non-controlling interests

 

 

292,258

 

 

 

251,003

 

Total stockholders' equity

 

 

701,514

 

 

 

594,777

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

6,442,417

 

 

$

5,458,708

 

See accompanying Notes to a wide variety of personal, commercial, industrial, institutional, and governmental organizations through one operating segment, Ryan Specialty. With the exception of the Company’s equity method investment, the Company does not take on any underwriting risk.

The Company is headquartered in Chicago, Illinois and has operations in the United States, Canada, the United Kingdom, and continental Europe.
Consolidated Financial Statements (Unaudited)

3

Ryan Specialty Group Holdings, Inc. was formed as a Delaware corporation on March 5, 2021 for

Consolidated Statements of Cash Flows (Unaudited)

All balances presented in thousands

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

 

$

88,196

 

 

$

59,606

 

Adjustments to reconcile net income to cash flows provided by (used for) operating activities:

 

 

 

 

 

 

Loss (gain) from equity method investment

 

 

558

 

 

 

(434

)

Amortization

 

 

52,896

 

 

 

55,113

 

Depreciation

 

 

2,440

 

 

 

2,422

 

Prepaid and deferred compensation expense

 

 

18,341

 

 

 

23,035

 

Non-cash equity-based compensation

 

 

43,028

 

 

 

7,595

 

Amortization of deferred debt issuance costs

 

 

5,984

 

 

 

4,748

 

Amortization of interest rate cap premium

 

 

1,159

 

 

 

0

 

Deferred income tax benefit

 

 

(6,866

)

 

 

(40

)

Loss on Tax Receivable Agreement

 

 

7,173

 

 

 

0

 

Change (net of acquisitions) in:

 

 

 

 

 

 

Commissions and fees receivable – net

 

 

(33,755

)

 

 

(29,089

)

Accrued interest liability

 

 

7,456

 

 

 

333

 

Other current assets and accrued liabilities

 

 

(5,565

)

 

 

(11,932

)

Other non-current assets and accrued liabilities

 

 

(16,334

)

 

 

(3,642

)

Total cash flows provided by operating activities

 

$

164,711

 

 

$

107,715

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Prepaid incentives – repayments

 

 

7

 

 

 

3,786

 

Capital expenditures

 

 

(6,797

)

 

 

(3,941

)

Total cash flows used for investing activities

 

$

(6,790

)

 

$

(155

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from senior secured notes

 

 

394,000

 

 

 

0

 

Payment of interest rate cap premium

 

 

(25,500

)

 

 

0

 

Repayment of term debt

 

 

(8,250

)

 

 

(8,250

)

Deferred offering costs paid

 

 

0

 

 

 

(4,191

)

Debt issuance costs paid

 

 

(2,369

)

 

 

(1,289

)

Finance lease and other costs paid

 

 

(18

)

 

 

(75

)

Payment of contingent consideration

 

 

(6,241

)

 

 

0

 

Purchase of remaining interest in RyanRe

 

 

0

 

 

 

(48,368

)

Equity repurchases from pre-IPO unitholders

 

 

0

 

 

 

(3,880

)

Cash distribution to LLC unitholders

 

 

(26,222

)

 

 

(47,039

)

Receipt of taxes related to net share settlement of equity awards

 

 

1,062

 

 

 

0

 

Taxes paid related to net share settlement of equity awards

 

 

(1,062

)

 

 

0

 

Net change in fiduciary liabilities

 

 

54,357

 

 

 

93,671

 

Total cash flows provided by (used in) financing activities

 

$

379,757

 

 

$

(19,421

)

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

 

 

352

 

 

 

(537

)

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

 

$

538,030

 

 

$

87,602

 

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

 

$

1,139,661

 

 

$

895,704

 

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

 

$

1,677,691

 

 

$

983,306

 

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

 

 

 

 

 

 

Cash and cash equivalents

 

$

866,669

 

 

$

307,528

 

Cash held in a fiduciary capacity

 

$

811,022

 

 

$

675,778

 

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

 

$

1,677,691

 

 

$

983,306

 

See accompanying Notes to the purpose of completing a public offering and related transactions in order to carry on the business of the Company. On July 26, 2021, Consolidated Financial Statements (Unaudited)

4

Ryan Specialty Group Holdings, Inc. completed its IPO

Consolidated Statements of

56,918,278
shares,
65,456,020
shares after Mezzanine Equity and Stockholders'/ Members’ Equity (Unaudited)

All balances presented in thousands, except share data

 

Class A
Common Stock

 

Class B
Common Stock

 

Class X
Common Stock

 

Additional Paid-in

 

Retained Earnings (Accumulated

 

Accumulated Other Comprehensive

 

Non-controlling

 

Stockholders'

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit)

 

Income (Loss)

 

Interest

 

Equity

 

Balance at January 1, 2022

 

109,894,548

 

$

110

 

 

149,162,107

 

$

149

 

 

—

 

$

—

 

$

348,865

 

$

(7,064

)

$

1,714

 

$

251,003

 

$

594,777

 

Net income

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

6,911

 

 

—

 

 

11,165

 

 

18,076

 

Issuance of common stock

 

91,743

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

Exchange of common units for common stock

 

77,261

 

 

—

 

 

(77,261

)

 

—

 

 

—

 

 

—

 

 

47

 

 

—

 

 

—

 

 

(47

)

 

—

 

Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership changes

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(704

)

 

—

 

 

—

 

 

—

 

 

(704

)

Distributions declared – Members' tax

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(7,543

)

 

(7,543

)

Change in share of equity method investment in related party other comprehensive income

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(1,302

)

 

(1,748

)

 

(3,050

)

Foreign currency translation adjustments

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(58

)

 

(707

)

 

(765

)

Equity-based compensation

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

23,225

 

 

—

 

 

—

 

 

23

 

 

23,248

 

Balance at March 31, 2022

 

110,063,552

 

$

110

 

 

149,084,846

 

$

149

 

 

—

 

 

—

 

$

371,433

 

$

(153

)

$

354

 

$

252,146

 

$

624,039

 

Net income

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

24,501

 

 

—

 

 

45,619

 

 

70,120

 

Issuance of common stock

 

60,511

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

Exchange of common units for common stock

 

1,094,603

 

 

1

 

 

(1,094,603

)

 

(1

)

 

—

 

 

—

 

 

1,998

 

 

—

 

 

—

 

 

(1,998

)

 

—

 

Forfeiture of common stock

 

(12,554

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership changes

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(319

)

 

—

 

 

—

 

 

—

 

 

(319

)

Distributions declared – Members' tax

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(7,610

)

 

(7,610

)

Change in share of equity method investment in related party other comprehensive income

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(554

)

 

(733

)

 

(1,287

)

Gain on interest rate cap, net

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

127

 

 

169

 

 

296

 

Foreign currency translation adjustments

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(1,186

)

 

(2,319

)

 

(3,505

)

Equity-based compensation

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

12,796

 

 

—

 

 

—

 

 

6,984

 

 

19,780

 

Balance at June 30, 2022

 

111,206,112

 

$

111

 

 

147,990,243

 

$

148

 

 

—

 

$

—

 

$

385,908

 

$

24,348

 

$

(1,259

)

$

292,258

 

$

701,514

 

See accompanying Notes to the underwriters exercised their option in full

, of its Class A common stock at an offering price of $
23.50
per share. Consolidated Financial Statements (Unaudited)

5

Ryan Specialty Group Holdings, Inc. received approximately

$
1.3
billion

Consolidated Statements of net proceeds fromMezzanine Equity and Stockholders'/ Members’ Equity (Unaudited)

All balances presented in thousands, except share data

 

Mezzanine

 

Members'

 

Class A
Common Stock

 

Class B
 Common Stock

 

Class X
Common Stock

 

Additional Paid-in

 

Retained Earnings (Accumulated

 

Accumulated Other Comprehensive

 

Non-controlling

 

Stockholders'

 

 

Equity

 

Interest

 

Shares

 

Amount

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Deficit)

 

Income (Loss)

 

Interest

 

Equity

 

Balance at January 1, 2021

$

239,635

 

$

67,088

 

 

—

 

$

—

 

 

—

 

$

—

 

 

—

 

$

—

 

$

—

 

$

—

 

$

2,702

 

$

1,300

 

$

71,090

 

Net income (loss)

 

—

 

 

(6,251

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

2,450

 

 

(3,801

)

Foreign currency translation adjustments

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(352

)

 

—

 

 

(352

)

Change in share of equity method investment in related party other comprehensive income

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(738

)

 

—

 

 

(738

)

Accumulation of preferred dividends (% return), net of tax distributions

 

—

 

 

(6,736

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(6,736

)

Accretion of premium on mezzanine equity

 

598

 

 

(598

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(598

)

Related party acquisition

 

—

 

 

(44,517

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(3,750

)

 

(48,267

)

Distributions declared – tax advances

 

—

 

 

(14,236

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(14,236

)

Repurchases of Class A units

 

—

 

 

(227

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(227

)

Equity-based compensation

 

—

 

 

4,430

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

4,430

 

Balance at March 31, 2021

$

240,233

 

$

(1,047

)

 

—

 

$

—

 

 

—

 

$

—

 

 

—

 

$

—

 

$

—

 

$

—

 

$

1,612

 

$

—

 

$

565

 

Net income (loss)

 

—

 

 

63,407

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

63,407

 

Foreign currency translation adjustments

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

796

 

 

—

 

 

796

 

Accumulation of preferred dividends (% return), net of tax distributions

 

—

 

 

1,073

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

1,073

 

Accretion of premium on mezzanine equity

 

598

 

 

(598

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(598

)

Related party acquisition

 

—

 

 

(101

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

 

(101

)

Distributions declared – tax advances

 

—

 

 

(9,521

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(9,521

)

Reclassification from preferred units to repurchase payable

 

 

 

(75,012

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(75,012

)

Repurchases of Class A units

 

—

 

 

(4,398

)

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

(4,398

)

Equity-based compensation

 

—

 

 

3,165

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

3,165

 

Balance at June 30, 2021

$

240,831

 

$

(23,032

)

 

—

 

$

—

 

 

—

 

$

—

 

 

—

 

$

—

 

$

—

 

$

—

 

$

2,408

 

$

—

 

$

(20,624

)

See accompanying Notes to the IPO, approximately $

1.5
 billion after the full exercise of the underwriters’ option, after deducting underwriting discounts and commissions and estimated offering expenses. As the parent and sole managing member of the Company, Consolidated Financial Statements (Unaudited)

6

Ryan Specialty Group Holdings, Inc. operates

Notes to the Consolidated Financial Statements (Unaudited)

Tabular balances presented in thousands, except share and controls all of the business and affairs of the Company, and through the Company, conducts its business.

per share data

1.
Basis of Presentation

Nature of Operations

Ryan Specialty Holdings, Inc., (the “Company”) is a service provider of specialty products and solutions for insurance brokers, agents and carriers. These services encompass distribution, underwriting, product development, administration and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with delegated authority from insurance carriers. The Company's offerings cover a wide variety of sectors including commercial, industrial, institutional, governmental, and personal through one operating segment, Ryan Specialty. With the exception of the Company’s equity method investment, the Company does not take on any underwriting risk.

The Company is headquartered in Chicago, Illinois, and has operations in the United States, Canada, the United Kingdom, and Europe.

IPO and Reorganization

The Company was formed as a Delaware corporation on March 5, 2021 for the purpose of completing an IPO and related transactions in order to carry on the business of the LLC. On July 26, 2021, the Company completed its IPO of 65,456,020 shares of Class A common stock, $0.001 par value per share, at an offering price of $23.50 per share. The Company received net proceeds of $1,448.1 million after deducting underwriting discounts, commissions, and other offering costs. The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “RYAN.”

New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited liability company on April 20, 2021 for the purpose of becoming, subsequent to our IPO, an intermediate holding company between Ryan Specialty Holdings, Inc., and the LLC. The Company is the sole managing member of New LLC. Pursuant to contribution agreements, on September 30, 2021, the Company, the non-controlling interest LLC Unitholders, and New LLC exchanged equity interests in the LLC for LLC Common Units in New LLC, with the intent that New LLC be the new holding company for the LLC interests. At that time the LLC adopted the LLC Operating Agreement and New LLC adopted the New LLC Operating Agreement. As a result, the Company is a holding company, with its sole material asset being a controlling equity interest in New LLC, which became a holding company with its sole material asset being a controlling equity interest in the LLC. The Company will operate and control the business and affairs, and consolidate the financial results, of the LLC through New LLC and, through the LLC, conduct our business. Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-controlling interests of New LLC's LLC Common Units on its consolidated financial statements. As of June 30, 2022, the Company owned 42.9% of the outstanding LLC Common Units of New LLC, and New LLC owned 99.9% of the outstanding LLC Common Units of the LLC. The remaining 0.1% of the outstanding LLC Common Units of the LLC were owned by a subsidiary of the Company. As the LLC is substantively the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC.”

Basis of Presentation

The accompanying Consolidated Financial Statementsunaudited consolidated interim financial statements and Notesnotes thereto have been prepared in accordance with U.S. GAAP. The Consolidated Financial Statementsunaudited consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. Certain information and disclosures normally included in the Financial Statementsfinancial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The Financial Statementsomitted pursuant to the rules and regulations of the SEC for interim financial information. These consolidated interim financial statements should be read in conjunction with the Consolidated Financial Statementsaudited consolidated financial statements and Notesnotes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022. Interim results are not necessarily indicative of results for the full fiscal year ended December 31, 2020.

Intercompany accountsdue to seasonality and transactions have been eliminated. other factors.

In the opinion of management, the Consolidated Financial Statementsconsolidated interim financial statements include all normal recurring adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented.

Principles of Consolidation

The consolidated interim financial statements include the accounts of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting guidance. All intercompany transactions and balances have been eliminated in consolidation.

7

The Company, through our intermediate holding company New LLC, owns a minority economic interest in, and operates and controls the businesses and affairs of the LLC. The Company has the obligation to absorb losses of, and receive benefits from, the LLC, which could be significant. We determined that the Company is the primary beneficiary of the LLC and the LLC is a VIE. Further, the Company has no contractual requirement to provide financial support to the LLC. Accordingly, the Company has prepared these consolidated financial statements as of and for the periods March 31, 2021 and December 31, 2020 did not reflect the correct value for the Class A common units issued. The identification of this classification error resulted in an increase of $102.3

m
illion
in Class A common units and an offsetting increase of $102.3
million i
n Accumulated deficit for all periods presented. The Company evaluated the impact of the classification error in accordance with SecuritiesAccounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”). ASC 810 requires that if an entity is the primary beneficiary of a VIE, the assets, liabilities, and Exchange Commission Staff Accounting Bulletin No. 99 and No. 108 based upon quantitative and qualitative factors analyzed. The Company concludedresults of operations of the classification error was not material to the previously issued annual financial statements and disclosures, which were alsoVIE should be included in the confidential registration statements. The Company has revised its prior periodconsolidated financial statements of such entity.

The Organizational Transactions were considered to be transactions between entities under common control. The historical operations of the LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect this change.(i) the historical operating results of the LLC prior to the IPO and Organizational Transactions; (ii) the consolidated results of Ryan Specialty Holdings, Inc. and the LLC following the IPO and Organizational Transactions; and (iii) the assets and liabilities of Ryan Specialty Holdings, Inc. and the LLC at their historical cost. No step-up basis of intangible assets or goodwill was recorded.

Use of Estimates

The preparation of the Consolidated Financial Statementsconsolidated interim financial statements and Notesnotes thereto that conform to U.S. GAAP requires management to make estimates, judgements, and assumptions that affect the amounts reported in the Consolidated Financial Statementsconsolidated interim financial statements and in the Notesnotes thereto. Such estimates and assumptions could change in the future as circumstances change or more information becomes available, which could affect the amounts reported and disclosed herein.

1
7

Impact of

COVID-19

In March 2020, the World Health Organization declared a global pandemic related to the outbreak of a respiratory illness caused by the coronavirus,

COVID-19.
Related impacts and disruptions continue to be experienced in the geographical areas in which the Company operates, and the ultimate duration and intensity of this global health emergency iscontinues to be unclear. There is still significant uncertainty related to the economic outcomes from the ongoing COVID-19 pandemic, including the response of the federal, state and local governments as well as regulators.pandemic. Given the dynamic nature of the emergency and its global consequences, its ultimate impact on the Company’s operations, cash flows, and financial condition cannot be reasonably estimated at this time.
New Accounting Pronouncements Recently Adopted
The following reflect recent accounting pronouncements that have been adopted by

Revision of Previously Issued Financial Statements

During the fourth quarter of 2021, the Company revised the presentation of Cash held in a fiduciary capacity in the Consolidated Statements of Cash Flows in accordance with ASU 2016-18 Statement of Cash Flows. Historically, the Company did not present Cash held in a fiduciary capacity in the Consolidated Statements of Cash Flows, since these funds cannot be used for general purposes and were not considered a source of liquidity for the Company. The Company qualifieshas since revised its presentation and includes Cash held in a fiduciary capacity as a component of total cash, cash equivalents, and cash held in a fiduciary capacity in the Consolidated Statements of Cash Flows.

Based on an emerging growth companyanalysis of quantitative and going forward has electedqualitative factors in accordance with SEC Staff Accounting Bulletins (“SAB”) No. 99 Materiality and SAB No. 108 Considering the Effects of Prior Years Misstatements When Quantifying Misstatements in Current Year Financial Statements, the Company concluded the effect of the change was not material to adoptany previously filed interim or annual financial statements. Accordingly, the Company revised the previously reported financial information in this report in the Consolidated Statements of Cash Flows and related disclosures for the unaudited interim period ended June 30, 2021. There was no

8

impact to the Consolidated Statements of Income, Consolidated Statements of Comprehensive Income, Consolidated Balance Sheets or Consolidated Statements of Mezzanine Equity and Shareholders’/Members’ Equity for any period presented.

 

Six Months Ended June 30, 2021

 

 

As Reported

 

 

Effect of Change

 

 

As Revised

 

Total cash flows provided by (used for) operating activities

$

107,715

 

 

 

0

 

 

$

107,715

 

Total cash flows used for investing activities

$

(155

)

 

 

0

 

 

$

(155

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Net change in fiduciary liabilities

 

0

 

 

 

93,671

 

 

 

93,671

 

Other lines

 

(113,092

)

 

 

0

 

 

 

(113,092

)

Total cash flows provided by (used for) financing activities

$

(113,092

)

 

$

93,671

 

 

$

(19,421

)

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

 

409

 

 

 

(946

)

 

 

(537

)

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

$

(5,123

)

 

$

92,725

 

 

$

87,602

 

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

$

312,651

 

 

$

583,053

 

 

$

895,704

 

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

$

307,528

 

 

$

675,778

 

 

$

983,306

 

2.
Significant Accounting Policies

There have been no material changes in the Company’s significant accounting pronouncements under public business entity adoption dates.

policies from those that were disclosed for the year ended December 31, 2021 in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022, other than as noted below.

Derivative Instruments and Hedging Activities

The Company utilizes a derivative, namely an interest rate cap, for interest rate risk management purposes. The Company does not hold or issue derivative instruments for trading or speculative purposes. The Company assesses the effectiveness of qualifying cash flow hedges both at inception and on an on-going basis. For hedging derivatives that qualify as effective cash flow hedges, the Company records the cumulative changes in the fair value of the financial instrument in Other comprehensive income. Amounts recorded in Other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The Company amortizes the premium paid for the interest rate cap on a straight-line basis over the life of the instrument. The premium amortization is recognized in Interest expense, net on the Consolidated Statements of Income. See Note 13, Derivatives, for further discussion of derivative financial instruments.

On October 29,

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU

2020-10
Codification Improvements. This 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU was issuedremoves certain settlement conditions that are required for equity contracts to address a wide variety of topicsqualify for the derivative scope exception and simplifies the diluted earnings per share calculation in the Accounting Standard Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. Forcertain areas. ASU 2020-06 is effective for public business entities, the amendment is effectivecompanies for fiscal years beginning after December 15, 2020, and interim periods therein.2021, but early adoption is permitted. The Company adopted the new guidance as ofthis standard on January 1, 20212022 with no material impact to the consolidated financial statements or disclosures.

In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective through December 31, 2022. The Company adopted this standard during the second quarter of 2022. The adoption of ASU 2020-04 did not have a material impact on the consolidated financial statements or disclosures. See Note 9, Debt, for further information.

9

3.
Revenue from Contracts with Customers
2.
Revenue from Contracts with Customers

Disaggregation of Revenue

The following table summarizes revenue from contracts with customers by specialty:Specialty:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Wholesale Brokerage

 

$

329,225

 

 

$

255,959

 

 

$

574,051

 

 

$

447,083

 

Binding Authority

 

 

59,751

 

 

 

53,596

 

 

 

122,744

 

 

 

108,641

 

Underwriting Management

 

 

101,251

 

 

 

80,291

 

 

 

180,113

 

 

 

145,466

 

Total Net commissions and fees

 

$

490,227

 

 

$

389,846

 

 

$

876,908

 

 

$

701,190

 

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2021
   
2020
   
2021
   
2020
 
Wholesale brokerage
  $255,959   $172,118   $447,083   $306,222 
Binding authorities
   53,596    31,561    108,641    65,707 
Underwriting management
   80,291    42,386    145,466    81,221 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total Net commissions and fees
  
$
389,846
 
  
$
246,065
 
  
$
701,190
 
  
$
453,150
 
   
 
 
   
 
 
   
 
 
   
 
 
 

Contract Assets Balances

Contract assets, which arise from the Company’s volume-based commissions, are included within Commissions and fees receivable – net in the Consolidated Statements of Financial Position.Balance Sheets. The contract asset balance as of June 30, 20212022 and December 31, 20202021 was $5.6

$7.6million and
$6.7
 mi
llion
,8.8 million, respectively. For contract assets, payment is typically due within one year of the completed performance obligation. NaNThe contract liability balance related to deferred revenue, which is included in Accounts payable and accrued liabilities were recognizedon the Consolidated Balance Sheets, was $2.3 million and $1.1 million as of June 30, 2021 or2022 and December 31, 2020.
2021, respectively.

4.
Mergers and Acquisitions
3.
Merger and Acquisition Activity
Acquisition Activity
On March 31, 2021, RSG acquired

The Company accounts for acquisitions as either business combinations or asset acquisitions depending on the remaining outstanding 53%facts and circumstances of the common units in Ryan Re, making Ryan Reeach acquisition. Transaction costs arising from a wholly owned subsidiary. Refer to Note 15,

Related Parties
.
On September 1, 2020, RSG acquired ARL. Prior to the acquisition, ARL was an independently owned wholesale insurance brokerage, binding,business combination are recognized within General and underwriting operation headquartered in Delray Beach, Florida.
1
8
Certain amounts includedadministrative expense in the Unaudited Consolidated Financial Statements in respect of Income.

There were no acquisitions made infor the previous twelvethree and six months may be provisional and thus subject to further adjustments until purchase accounting is finalized. The estimation of fair value requires numerous judgments, assumptions and estimates about future events and uncertainties, which could materially impact these values, and the related amortization, where applicable, in the Company’s Unaudited Consolidated Financial Statements. As ofended June 30, 2022, and 2021.

2021 Acquisitions

On December 1, 2021, the Company has 0t recognized any impairmentsacquired Crouse and Associates Insurance Brokers, Inc. (“Crouse”) for $110.6 million of total consideration. Crouse specializes in transportation, as well as excess and general liability and property and casualty risks, and is headquartered in San Francisco, California.

On December 31, 2021, the Company acquired goodwillcertain assets of Keystone Risk Partners, LLC (“Keystone”) for $59.8 million of total consideration. Keystone offers a suite of alternative risk insurance solutions, including customized captive insurance and other intangible assets.

risk management services, and is headquartered in Media, Pennsylvania.

The consideration allocationabove is based on estimates that are preliminary in nature and subject to adjustments, which could be material.adjustments. Any necessary adjustments must be finalized during the measurement period, which for a particular asset, liability, or

non-controlling
interest ends once the acquirer determines that either (i) the necessary information has been obtained or (ii) the information is not available. However, the measurement period for all items is limited to one year from the acquisition date. NoAny changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment individuallyamounts are determined. During the six months ended June 30, 2022, the Company made measurement period adjustments related to the Crouse acquisition, including an increase of an assumed liability of $1.3 million and an increase in consideration of $3.8 million related to the working capital provisions of the purchase agreement. Collectively, these adjustments resulted in a $5.1 million increase to goodwill as of June 30, 2022.

Contingent Consideration

Total consideration for certain acquisitions includes contingent consideration, which is generally based on the EBITDA of the acquired business following a defined period after purchase. For business combinations, the Company recognizes contingent consideration at fair value as of the acquisition date. The fair value of contingent consideration is based on the present value of the expected future payments under the respective purchase agreements. In determining fair value, the Company estimates cash payments based on management’s estimate of the performance of each acquired business relative to the formula specified by each purchase agreement. Further information regarding fair value measurements is detailed in Note 16, Fair Value Measurements. For asset

10

acquisitions, the Company recognizes contingent consideration when the underlying contingency is resolved and the consideration is paid or in aggregate, has been material.

Contingent Consideration
payable.

The Company recognizes gains or losses for changes in fair value of estimated contingent consideration within Change in contingent consideration on the Consolidated Statements of Income. The Company also recognizes interest expense for accretion of the discount on these liabilities, which is recognized within Interest expense, net on the Consolidated Statements of Income. The table below summarizes the change in contingent consideration and interest expense related to contingent consideration liabilities for the three and six months ended June 30, 2022 and 2021:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Change in contingent consideration

 

$

(251

)

 

$

1,723

 

 

$

(1,260

)

 

$

2,313

 

Interest expense

 

 

425

 

 

 

313

 

 

 

798

 

 

 

399

 

Total

 

$

174

 

 

$

2,036

 

 

$

(462

)

 

$

2,712

 

The current portion of the fair value of contingent consideration was $6.2 million and $14.4 million as of June 30, 2022 and December 31, 2021, respectively, and 2020:

                                                 
   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2021
   
  2020  
   
2021
   
2020
 
Change in contingent consideration
  $
 
1,723   $—     $2,313   $1,032 
Interest expense
   313    296    399    587 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total
  
$
2,036
 
  
$
 
296
 
  
$
2,712
 
  
$
1,619
 
   
 
 
   
 
 
   
 
 
   
 
 
 
was recorded in Accounts payable and accrued liabilities in the Consolidated Balance Sheets. The non-current portion of the fair value of the contingent consideration was $20.2 million and $27.6 million as of June 30, 2022 and December 31, 2021, respectively, and was recorded in Other non-current liabilities in the Consolidated Balance Sheets. The aggregate amount of maximum contingent consideration obligation related to acquisitions was $99.8
mi
llion
$72.5 million and $102.4
$129.2million
as of June 30, 20212022 and December 31, 2020,2021, respectively.

5.
Restructuring
4.
Restructuring

During 2020, the Company initiated a restructuring plan afterin conjunction with the All Risks Acquisition, to reduce costs and increase efficiencies. The restructuring plan is expectedwas entered into expecting to generate annual savings of

$25.0
 million.
This plan involves million and to incur total restructuring costs beginning on July 1, 2020,in the range of $30.0 million to $35.0 million, with run-rate savings expected to be realized by June 30, 2023. The plan involved restructuring costs primarily consisting of employee termination benefits and retention costs. The restructuring plan will also includeincluded charges for consolidating leased office space, as well as other professional fees. Restructuring costs incurred for the three and six months ended June 30, 2021 were $3.0
million
and $10.0
 million
, respectively, andThe cumulative restructuring costs incurred since the inception of the program were $20.8
mi
l
lion
totaled $30.9 million as of June 30, 2021.2022. The Company expects to incur total restructuringplan was fully actioned as of June 30, 2022, with any remaining termination benefits and retention costs in the range of $30.0
m
illion
to $35.0
 million
, with
run-rate
savings expected to be realizedrecognized by June 30, 2023.
the end of the current year.

The table below presents the restructuring expense incurred induring the three and six months ended June 30, 2022 and 2021:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

2021

 

 

2022

 

2021

 

Compensation and benefits

 

$

546

 

$

2,162

 

 

$

704

 

$

8,351

 

Occupancy and other costs(1)

 

 

2,027

 

 

883

 

 

 

4,993

 

 

1,612

 

Total

 

$

2,573

 

$

3,045

 

 

$

5,697

 

$

9,963

 

(1)
   
Three
 
months
 
ended
June 30, 
   
Six
 
months
 
ended
June 30,
 
   
2021
   
2021
 
Compensation and benefits
  $2,162  $8,351 
Occupancy and other costs
(1)
   883   1,612 
   
 
 
   
 
 
 
Total
  
$
3,045
 
 
$
9,963
 
   
 
 
   
 
 
 
(1)
Occupancy and OtherOccupancy and other costs, which include non-cash impairments, are included within General and administrative expenses within General and administrative expenses in the Consolidated Statements of Income
19

The table below presents a summary of changes in the restructuring liability from December 31, 20202021 through June 30, 20212022:

 

 

Compensation and
Benefits

 

 

Occupancy and Other Costs

 

 

Total

 

Balance as of December 31, 2021

 

$

407

 

 

$

0

 

 

$

407

 

Accrued costs

 

 

704

 

 

 

2,577

 

 

 

3,281

 

Payments

 

 

(794

)

 

 

(1,038

)

 

 

(1,832

)

Balance as of June 30, 2022

 

$

317

 

 

$

1,539

 

 

$

1,856

 

:6.
Receivables and Other Current Assets
   
Compensation and
benefits
   
Occupancy and other
costs
  
Total
 
Balance as of December 31, 2020
  
$
7,049
 
  
$
0  
 
 
$
7,049
 
Accrued cost
s
   8,351    1,612  
 
9,963
 
Payments
   (13,863)   (1,612)
 
 
 
(15,475
) 
   
 
 
   
 
 
   
 
 
 
Balance as of June 30, 2021
  
$
1,537
 
  
$
0  
 
 
$
1,537
 
   
 
 
   
 
 
   
 
 
 
5.
Receivables and Current Assets

Receivables

The Company had receivables of $206.8

$244.8million
and $177.7
$210.3million
outstanding as of June 30, 20212022 and December 31, 2020,2021, respectively, which were recognized within Commissions and fees receivable—net in the Consolidated Statements of Financial Position.Balance Sheets. Commission and fees receivable is net of an allowance for credit losses.

11

Allowance for Credit Losses

The Company’s allowance for credit losses with respect to receivables is based on a combination of factors, including evaluation of historical write-offs, current economic conditions, aging of balances, and other qualitative and quantitative analyses.

The following table provides a rollforward of the Company’s allowance for expected credit losses:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Beginning of period

 

$

2,503

 

 

$

2,921

 

 

$

2,508

 

 

$

2,916

 

Write-offs

 

 

(465

)

 

 

(1,224

)

 

 

(520

)

 

 

(1,553

)

Increase in provision

 

 

449

 

 

 

1,237

 

 

 

499

 

 

 

1,571

 

End of period

 

$

2,487

 

 

$

2,934

 

 

$

2,487

 

 

$

2,934

 

   
2021
   
2020
 
Balance at January 1
  
$
2,916
 
  
$
1,555
 
Write-offs
   (329)    0   
Increase in provision
   334    204 
   
 
 
   
 
 
 
Balance at March 31
  
 
2,921
 
  
 
1,759
 
   
 
 
   
 
 
 
Write-offs
   (1,224)    (472) 
Increase in provision
   1,237    284 
   
 
 
   
 
 
 
Balance at June 30
  
$
2,934
 
  
$
1,571
 
   
 
 
   
 
 
 

Other Current Assets

Major classes of other current assets consist of the following:

 

 

June 30, 2022

 

 

December 31, 2021

 

Prepaid expenses

 

$

14,047

 

 

$

13,434

 

Service receivables(1)

 

 

669

 

 

 

644

 

Other current receivables

 

 

3,590

 

 

 

1,804

 

Total other current assets

 

$

18,306

 

 

$

15,882

 

(1)
   
June 30,

2021
   
December 31,

2020
 
Prepaid expenses
  $
 
 
  
  
 
14,452   $
 
 
 
11,973 
Service receivables
(1)
   1,061    508 
Deferred offering costs
   9,766    1,459 
Other current receivables
   277    1,131 
   
 
 
   
 
 
 
Total other current assets
  
$
25,556
 
  
$
15,071
 
   
 
 
   
 
 
 

 
(1)
Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 15,
Related Parties
.
2
0
Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 18, Related Parties.
7.
Fiduciary Assets and Liabilities
6.
Fiduciary Assets and Liabilities

The Company recognizes (i) fiduciary amounts duepayable to others as Fiduciary liabilities, and (ii) fiduciary amounts collectible and held on behalf of others, including insurance policyholders, clients, other insurance intermediaries, and insurance carriers, as Fiduciary assetscash and receivables in the Company’s Consolidated Statements of Financial Position.Balance Sheets. Cash and cash equivalents held in excess of the amount required to meet the Company’s fiduciary obligations are recognized as Cash and cash equivalents in the Consolidated Statements of Financial Position. The excess amounts are held with all other fiduciary assets in fiduciary bank accounts and segregated from operating bank accounts.Balance Sheets. The Company held or was owed fiduciary funds for premiumshad Fiduciary cash and claimsreceivables and Fiduciary liabilities of

$2.3
billion2,817.8 million and
$2.0
billion at2,390.2 million as of June 30, 20212022 and December 31, 2020,2021, respectively.

12

8.
Leases
7.
Leases

The Company has various

non-cancelable
operating leases with various terms through July 2031April 2033 primarily for office space and office equipment. The Company has one lease with an inception date prior to June 30, 2021 that has not yet commenced, for a total future estimated lease liability to be recognized in 2021 of
$4.3

 million.

The lease costs for the three and six months ended June 30, 2022 and 2021 and 2020 arewere as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

2021

 

 

2022

 

 

2021

 

Lease costs:

 

 

 

 

 

 

 

 

 

 

 

Operating lease cost

 

$

9,283

 

$

6,013

 

 

$

15,610

 

 

$

12,109

 

Finance lease costs:

 

 

 

 

 

 

 

 

 

 

 

Amortization of leased assets

 

 

7

 

 

42

 

 

 

16

 

 

 

85

 

Interest on lease liabilities

 

 

1

 

 

1

 

 

 

1

 

 

 

2

 

Short term lease costs:

 

 

 

 

 

 

 

 

 

 

 

Operating lease cost

 

 

83

 

 

118

 

 

 

279

 

 

 

238

 

Finance lease costs:

 

 

 

 

 

 

 

 

 

 

 

Amortization of leased assets

 

 

2

 

 

2

 

 

 

4

 

 

 

4

 

Interest on lease liabilities

 

 

1

 

 

1

 

 

 

1

 

 

 

1

 

Sublease income

 

 

(106

)

 

(118

)

 

 

(197

)

 

 

(179

)

Lease cost – net

 

$

9,271

 

$

6,059

 

 

$

15,714

 

 

$

12,260

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

 

 

 

 

 

$

12,495

 

 

$

12,684

 

Operating cash flows from finance leases

 

 

 

 

 

 

 

22

 

 

 

91

 

Non-cash related activities

 

 

 

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

 

 

 

 

 

 

54,359

 

 

 

1,847

 

Right-of-use assets obtained in exchange for new finance lease liabilities

 

 

 

 

 

 

 

0

 

 

 

0

 

Weighted average discount rate (percent)

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

 

 

 

4.50

%

 

 

3.73

%

Finance leases

 

 

 

 

 

 

 

3.19

%

 

 

3.16

%

Weighted average remaining lease term (years)

 

 

 

 

 

 

 

 

 

 

 

Operating leases

 

 

 

 

 

 

 

7.4

 

 

 

6.1

 

Finance leases

 

 

 

 

 

 

 

2.3

 

 

 

2.4

 

  
Six months ended June 30,
 
   
2021 
   
 2020
 
Lease cost:
          
Operating lease cost
  $
 
 
 
 
 
 
 
 
 
 
 
12,109   $
 
 
 
 
 
 
 
 
 
 
9,073 
Finance lease costs:
          
Amortization of leased assets
   85    32 
Interest on lease liabilities
   2    1 
Short term lease costs:
          
Operating lease cost
   238    346 
Finance lease cost
          
Amortization of leased assets
   4    4 
Interest on lease liabilities
   1    0   
Sublease income
   (179)    (131) 
   
 
 
   
 
 
 
Lease cost – net
  
$
12,260
 
  
$
9,325
 
   
 
 
   
 
 
 
   
Cash paid for amounts included in the measurement of lease liabilities
          
Operating cash flows from operating leases
  $12,684   $7,643 
Operating cash flows from finance leases
   91    37 
Non-cash
related activities
          
Right-of-use
assets obtained in exchange for new operating lease liabilities
   1,847    4,734 
Right-of-use
assets obtained in exchange for new finance lease liabilities
   0      0   
Weighted average discount rate (percent)
          
Operating leases
   3.73    3.83 
Finance leases
   3.16    3.15 
Weighted average remaining lease term (years)
          
Operating leases
   6.1    6.2 
Finance leases
   2.4    2.9 

Supplemental balance sheet information related to Lease

right-of-use
assets:

 

 

June 30, 2022

 

 

December 31, 2021

 

Right-of-use assets – operating leases – net

 

$

131,928

 

 

$

84,778

 

Right-of-use assets – finance leases – net

 

 

75

 

 

 

96

 

Total lease right-of-use assets – net

 

$

132,003

 

 

$

84,874

 

   
 
June 30, 2021
 
   
December 31, 2020
 
Right-of-use
assets – operating leases – net
  $
 
 
 
 
 
 
 
86,412   $93,715 
Right-of-use
assets – finance leases – net
   153    226 
   
 
 
   
 
 
 
Total lease
right-of-use
assets – net
  
$
 
 
 
 
 
 
 
 
 
 
  
86,565
 
  
$
93,941
 
   
 
 
   
 
 
 
2
1

Supplemental balance sheet information related to lease liabilities:

 

 

June 30, 2022

 

 

December 31, 2021

 

Current lease liabilities

 

 

 

 

 

 

Operating

 

$

18,355

 

 

$

18,783

 

Finance

 

 

36

 

 

 

39

 

Non-current lease liabilities

 

 

 

 

 

 

Operating

 

 

125,249

 

 

 

74,386

 

Finance

 

 

39

 

 

 

57

 

Total lease liabilities

 

$

143,679

 

 

$

93,265

 

13

   
 
June 30, 2021
 
   
December 31, 2020
 
Current lease liabilities
          
Operating
  $
 
 
 
 
 
 
 
 
 
19,909   $19,880 
Finance
   72    147 
Non-current
lease liabilities
          
Operating
   76,046    83,737 
Finance
   77    78 
   
 
 
   
 
 
 
Total Lease Liabilities
  
$
96,104
 
  
$
103,842
 
   
 
 
   
 
 
 

The estimated future minimum payments of operating and financing leases as of June 30, 2021 are as follows:2022:

 

 

Finance Leases

 

 

Operating Leases

 

The remainder of 2022

 

$

19

 

 

$

10,124

 

 2023

 

 

37

 

 

 

25,399

 

 2024

 

 

18

 

 

 

23,716

 

 2025

 

 

4

 

 

 

21,623

 

 2026

 

 

0

 

 

 

20,317

 

Thereafter

 

 

0

 

 

 

71,895

 

Total undiscounted future lease payments

 

$

78

 

 

$

173,074

 

Less imputed interest

 

 

(3

)

 

 

(29,470

)

Present value lease liabilities

 

$

75

 

 

$

143,604

 

   
Finance Leases
   
Operating Leases
 
The remainder of 2021
  $
 
 
 
 
 
 
 
 
 
 
 
61    $10,598 
2022
   38    22,767 
2023
   34    17,826 
2024
   18    14,476 
2025
   4    10,951 
Thereafter
   0      31,606 
   
 
 
   
 
 
 
Total undiscounted future lease payments
  
$
155
 
  
$
108,224
 
   
 
 
   
 
 
 
Less imputed interest
   (6)    (12,269) 
   
 
 
   
 
 
 
Present value lease liabilities
  
$
149
 
  
$
95,955
 
   
 
 
   
 
 
 

Average annual sublease income for the next eightseven years is $0.3

 million
.
$0.3 million. The Company has six leases with inception dates prior to June 30, 2022 that have not yet commenced as of June 30, 2022, for a total future estimated lease liability of $65.6 million.

9.
Debt
8.
Debt

Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any unamortized discount or premium. To the extent that the Company modifies the debt arrangements, all unamortized costs from borrowings are deferred and amortized over the term of the new arrangement, where applicable.

The following table is a summary of the Company’s outstanding debt:

 

 

June 30, 2022

 

 

December 31, 2021

 

Term debt

 

 

 

 

 

 

7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 3.00% as of June 30, 2022, LIBOR + 3.00% as of December 31, 2021, matures September 1, 2027

 

$

1,575,141

 

 

$

1,578,972

 

Senior Secured Notes

 

 

 

 

 

 

8-year senior secured notes, semi-annual interest payments, 4.38%, matures February 1, 2030

 

 

399,269

 

 

 

0

 

Revolving debt

 

 

 

 

 

 

5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 3.00% as of June 30, 2022, LIBOR + up to 3.00% as of December 31, 2021, plus commitment fees up to 0.50%, matures July 26, 2026

 

 

395

 

 

 

387

 

Premium financing notes

 

 

 

 

 

 

Commercial notes, periodic interest and principal payments, 2.49%, expire June 1, 2023

 

 

4,614

 

 

 

0

 

Commercial notes, periodic interest and principal payments, 1.66%, expired June 1, 2022

 

 

0

 

 

 

1,656

 

Commercial notes, periodic interest and principal payments, 1.66%, expire July 15, 2022

 

 

0

 

 

 

745

 

Commercial notes, periodic interest and principal payments, 1.66%, expire July 21, 2022

 

 

0

 

 

 

3,973

 

Finance lease obligation

 

 

75

 

 

 

96

 

Units subject to mandatory redemption

 

 

4,482

 

 

 

4,267

 

Total debt

 

$

1,983,976

 

 

$

1,590,096

 

Less current portion

 

 

(28,949

)

 

 

(23,469

)

Long term debt

 

$

1,955,027

 

 

$

1,566,627

 

   
June 30, 2021
 
   
December 31, 2020
 
Term debt
          
7-year
term loan facility, periodic interest and quarterly principal payments, LIBOR + 3% as of June 30, 2021, LIBOR + 3.25% as of December 31, 2020, expires September 1, 2027
  $
 
 
 
1,582,761   $1,578,930 
Revolving debt
          
5-year
revolving loan facility, periodic interest payments, LIBOR + up to 3.25%, plus commitment fees up to 0.50%, expires September 1, 2025
   162    15 
Premium financing notes
          
Commercial notes, periodic interest and principal payments, 2.50%, expired June 1, 2021
   —      1,951 
Commercial notes, periodic interest and principal payments, 1.66%, expires June 1, 2022
   4,530    —   
Finance lease obligation
   149    225 
Unsecured promissory notes
   1,112    363 
Units subject to mandatory redemption
   4,060    3,866 
   
 
 
   
 
 
 
Total debt
  
$
 
 
1,592,774
 
  
$
1,585,350
 
   
 
 
   
 
 
 
Less current portion
   (22,547)    (19,158) 
   
 
 
   
 
 
 
Long term debt
  
$
 
 
 
 
 
 
  
1,570,227
 
  
$
1,566,192
 
   
 
 
   
 
 
 

Term Loan

In the first quarter of 2021, the Company closed on a repricing

The original principal of the 2020 credit facility in order to obtain a better interest rate, while no other terms changed. Several lenders opted to not participate in the repricing. The debt related to the lenders that opted out of the repricingTerm Loan was considered extinguished and the fees related to those lenders were written off as of the end of the first quarter. The amount of fees written off was $8.6

 million
.
2
2
$1,650.0 million. As of June 30, 2022, $1,621.1 million of the principal was outstanding and $0.2 million of interest was accrued. As of December 31, 2021, $1,629.4 million of the Company has drawn
$1,650.0
mi
llion on the term loan with
$1,637.6
mi
llionprincipal was outstanding principal and
$0.2
million accrued interest.of interest was accrued. Unamortized deferred issuance costs on the term loanTerm Loan were
$55.0
46.2 million and $50.6million as of June 30, 2021.
9. Derivatives
Interest Rate Swap
The Company’s long-term debt bears a floating r
a
te of interest. RSG uses interest rate derivatives, typically swaps with cancellation options, to reduce exposure to2022 and December 31, 2021, respectively.

14

Revolving Credit Facility

As the effects of interest rate fluctuations for up to five years into the future. All outstanding interest rate swaps were settled during 2020 and the Company currently has 0 interest rate swaps outstandingRevolving Credit Facility had not been drawn on as of June 30, 2021.

2022, the deferred issuance costs related to the facility are included in Other non-current assets in the Consolidated Balance Sheets. The Company pays a commitment fee on undrawn amounts under the facility of 0.25% - 0.50%. The Company accrued $0.4 million of unpaid commitment fees related to the Revolving Credit Facility as of June 30, 2022 and December 31, 2021, which was included in Short-term debt and current portion of long-term debt in the Consolidated Balance Sheets.

Transition from LIBOR to SOFR

On April 29, 2022, the Company entered into a fourth amendment to the Credit Agreement on its Term Loan and Revolving Credit Facility to transition from using the Eurocurrency Rate (LIBOR) to a benchmark replacement of Adjusted Term SOFR plus a credit spread adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing periods, respectively. As discussed in Note 2, Summary of Significant Accounting Policies, the Company adopted ASU 2020-04 in the second quarter of 2022. The Company has elected the expedient that allows for this contract modification to be treated as not substantial and to account for any related changes on a prospective basis from the modification date.

Senior Secured Notes

On February 3, 2022, the LLC issued $400.0 million of senior secured notes. The notes have a 4.38% interest rate and will mature on February 1, 2030. As of June 30, 2022, unamortized deferred issuance costs and discount were $7.9 million and the Company accrued $7.2 million of interest related to these notes.

10.
Stockholders' and Members' Equity

The LLC Equity Structure

Prior to the Organizational Transactions and the IPO, the LLC had issued and outstanding Class A common units, Class B common units, preferred units, and Redeemable Preferred Embedded Derivatives

Units. As a part of the Organizational Transactions, the Class A common units and the Class B common units were exchanged for LLC Common Units. Substantially concurrent with the IPO, the LLC repurchased preferred units from the Founder Group for $78.3 million, which reflected the par value of $75.0 million plus unpaid accrued preferred dividends.

Redeemable Preferred Units

Prior to the Organizational Transactions and IPO, the Company had 260,000,000 Redeemable Preferred Units issued and sold on June 1, 2018 and September 1, 2020 as discussed in Note 10,

Redeemable Preferred Units
, there are various realization events,outstanding. As defined as a Qualified Public Offering or a Sale Transaction, that require a Mandatory Redemption. If a Mandatory Redemption is required prior to the five year anniversary of the issuance date, the redemption price would be subject to a make-whole provision set forth in the terms of the agreement. The preferred yield make-whole provisions represent embedded derivatives that are accounted for on a combined basis separately from the redeemable preferred units and reported at fair value.
The fair value of derivatives not designated as hedging instruments are as follows:
 
Derivative Liabilities
 
 
Balance Sheet Location
  
June 30, 2021
  
December 31, 2020
 
Class B embedded derivative
s
Accounts payable and accrued liabilities  $(51,035)  $(30,423) 
          
Total derivatives
   
$
 
 
 
 
 
 
 
 
 
 
(51,035)
 
 
$
(30,423)
 
The gains and losses recognized in earnings for derivatives in Other
non-operating
income within the Consolidated Statements of Income are as follows:
   
Three months ended June 30,
   
Six months ended June 30,
 
   
2021
   
2020
   
2021
  
2020
 
Loss on interest rate contracts
  $0     $235   $0    $3,294 
Loss on Class B embedded derivatives
   8,007    0      20,612   0   
   
 
 
   
 
 
   
 
 
   
 
 
 
Total derivatives not designated as hedging instruments
  
$
8,007
 
  
$
 
 
 
235
 
  
$
20,612
 
 
$
 
 
3,294
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Additionally, for the six months ended June 30, 2021 and 2020, RSG recognized an increase in cash flows of $20.6
million and 
$3.3
 million
related purchase agreements with Onex (the “Onex Purchase Agreements”), respectively, from changes in current and
non-current
assets and liabilities within the operating section of the Consolidated Statements of Cash Flows.
10. Redeemable Preferred Units
RSG has 260,000,000 redeemable preferred units issued and outstanding as of June 30, 2021, which remains unchanged from December 31, 2020. In 2020, the Company issued 110,000,000 redeemable preferred units and 10,124,000 Class B
common units 
to Onex for an aggregate purchase price of $110.0
 million
. The redeemable preferred units of 150,000,000
issued in 2018 and
110,000,000
units issued in 2020
accrue dividends at a quarterly compounding rate of
8
% and
10
% per annum, respectively. All
260,000,000
outstanding redeemable preferred units have put and call redemption features. The redeemable preferred units have certain anti-dilution rights and are subject to certain restrictions and liquidation preferences per the Fifth Amended and Restated Limited Liability Company Agreement (“5
th
LLC Operating Agreement”). Limited voting rights are collective among the redeemable preferred units based on their economic rights in a liquidation.
2
3
RSG hashad the option, but not the requirement, to repurchase up to 100%100% of the 260,000,000 redeemable preferred units Redeemable Preferred Units issued to Onex at any time.Onex. If the option iswas exercised before the fifth anniversary of each issuance, the redemption price would be subject to a make-whole provision set forth in the terms of the Onex Purchase Agreement. Onex has the right to cause the Company to repurchase up to 100
% of the redeemable preferred units after the tenth anniversary of each issuance for any unpaid preferred return and unreturned capital, or in the event that the Company completes a capital raise (“Capital Raise Transaction”) of at least $
100.0
million
from an independent third-party investor. Where Onex requires the Company to repurchase the redeemable preferred units prior to the fifth anniversary of each issuance as a result of a Capital Raise Transaction, the redemption price would be subject to a make-whole provision set forth in the terms ofAgreements. Additionally, the Onex Purchase Agreement.
The Onex Purchase Agreement requiresAgreements required a redemption (“Mandatory Redemption”) of the redeemable preferred unitsRedeemable Preferred Units upon the occurrence of a Realization Event,realization event, which is defined asincluded a Qualified Public Offering or a Sale Transaction(as defined in the Company’s 5th LLC Operating Agreement.Onex Purchase Agreement). Where a Mandatory Redemption iswas required prior to the fifth anniversary of an issuance, the redemption price would bewas subject to a make-whole provision set forth in the terms of the Onex Purchase Agreement. In the event that the Company is required to repurchase the redeemable preferred units after the tenth anniversary of an issuance as a result of a Capital Raise Transaction, or as the result of a Mandatory Redemption, and the Company is unable to repurchase the redeemable preferred units within six months, various contingent preferred yield features will be triggered.
provision. The Company determined that the Mandatory Redemption opti
o
n exercisable upon the occurrence of a Realization Event or completion of a Capital Raise Transactionfeature must be accounted for separately from the redeemable preferred unitsRedeemable Preferred Units’ par value as a derivative liability in accordance with ASC 815
Derivatives and Hedging
. These embedded derivatives arewere accounted for on a combined basis separately from the redeemable preferred unitsRedeemable Preferred Units and were recorded at fair value. See Note 13, Derivatives and Note 16, Fair Value Measurements for further information.

As part of the Organizational Transactions, the Company acquired the entity (the “Preferred Blocker Entity”) through which Onex held its preferred unit interest in the LLC. The 260,000,000 Redeemable Preferred Units of the LLC owned by the Preferred Blocker Entity were converted through a series of transactions to LLC Common Units immediately after the acquisition. As the Company's IPO in July 2021 was a realization event triggering the payment of the make-whole provision to Onex, there were no amounts outstanding related to the Redeemable Preferred Units in the Consolidated Balance Sheets as of June 30, 2022 or December 31, 2021.

Ryan Specialty Holdings, Inc. Equity Structure

In connection with the Company’s IPO in July 2021, the Company’s Board of Directors approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up

15

to 1,000,000,000 shares of Class A common stock, 1,000,000,000 shares of Class B common stock, 10,000,000 shares of Class X common stock, and 500,000,000 shares of preferred stock, each having a par value of $0.001 per share.

The Company’s amended and restated certificate of incorporation and the New LLC Operating Agreement require that the Company and the LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units owned by the Company, except as otherwise determined by the Company.

Class A and Class BCommon Stock

Each share of Class A common stock is entitled to one vote per share.Each share of Class B common stock is initially entitled to 10 votes per share and, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of incorporation, shall be entitled to one vote per share. All holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required by applicable law or our amended and restated certificate of incorporation.

In accordance with the New LLC Operating Agreement, the LLC Unitholders will be entitled to exchange LLC Common Units for shares of Class A common stock, in accordance with the LLC Operating Agreement or, at the Company's election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC Unitholders will also be required to deliver to us an equivalent number of shares of Class B common stock to effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled.

Holders of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of the Company.

Class X Common Stock

As part of the Organizational Transactions, the Company acquired the Common Blocker Entity (i.e. the entity through which Onex held its Class B common unit interest in the LLC). Through the acquisition, Onex exchanged its equity interests in the Common Blocker Entity for shares of Class A common stock and a right to participate in the TRA. The Company issued shares of Class X common stock to Onex, which were immediately repurchased and canceled, as a mechanism for Onex to participate in the TRA. The shares of Class X common stock have no economic or voting rights. There were 0 shares of Class X common stock outstanding as of June 30, 2022 or December 31, 2021.

Preferred Stock

There were 0 shares of preferred stock outstanding as of June 30, 2022 or December 31, 2021. Under the terms of the amended and restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of preferred stock in one or more series without shareholder approval. The Board has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

Dividends

NaN dividends were declared or payable as of June 30, 2022 or December 31, 2021.

Non-controlling Interest

In connection with the IPO and the Organizational Transactions, the Company became the sole managing member of the LLC. As a result, the Company began consolidating the LLC in its consolidated financial statements, resulting in a non-controlling interest related to the LLC Common Units not held by the Company on the consolidated financial statements. The non-controlling interest previously recognized in the LLC's historical consolidated financial statements represented the LLC's equity interests in an underlying subsidiary.As of June 30, 2022 and December 31, 2021, the Company owned 42.9% of the economic interests of the LLC, while the non-controlling interest holders owned the remaining 57.1% of the economic interests in the LLC.

Weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage was 57.8% and 57.7% for the three and six months ended June 30, 2022, respectively.

16

11.
Equity-based Compensation
Since

Substantially concurrent with the put optionIPO, the Company's Board of Directors adopted the Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan provides for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards made in equity of the LLC.

IPO-related Awards

As a result of the Organizational Transactions, pre-IPO holders of the LLC Class A common units that were granted as incentive awards, which had historically been classified as equity and vested pro rata over five years, were required to exchange their units for one or more of the following: (i) Restricted Stock, (ii) Reload Options, (iii) Restricted Common Units, or (iv) Reload Class C Incentive Units, collectively, the “Replacement Awards.” The reload awards were issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards.

The Restricted Stock and Restricted Common Units are referred to as “restricted” due to the transfer restriction on all Restricted Stock and Restricted Common Units awarded to employees. The transfer restrictions apply on a non-linear schedule for the five year period following the IPO. As these restrictions lift based on the passage of time, Restricted Stock and Restricted Common Units will be referred to as Class A common stock and LLC Common Units, respectively.

Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (“RSUs”), (ii) Staking Options, (iii) Restricted LLC Units (“RLUs”), or (iv) Staking Class C Incentive Units. The terms of these awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to the transfer restrictions.

Equity-Based Awards Modification

As noted above, as a result of the Organizational Transactions and the IPO, pre-IPO holders of LLC Class A common units exchanged their units for the Replacement Awards. This exchange was considered a modification as of the IPO date as a result of the change in terms and conditions of the existing awards and the issuance of new options and profits interests that have different vesting schedules than the exchanged awards. This modification resulted in the re-measurement of the awards in accordance with ASC 718. Total compensation cost recognized for the modified awards equaled the grant date fair value from the pre-IPO grants, plus any incremental compensation cost measured at the modification date (i.e. the IPO date). The modification impacted approximately 380 employees.

The incremental compensation expense arising from the modification is primarily driven by the right to future TRA payments as a result of the Organizational Transactions, as well as the TRA Alternative Payments, offset by the existence of new transfer restrictions that extend beyond vesting dates. The TRA provides for the potential, future payment to certain LLC Unitholders of tax benefits realized by the Company. The right to these potential future payments is considered in the calculation of the fair value of the Restricted Common Units and Reload Class C Incentive Units granted to employees. Additionally, those employees who exchanged their granted units into Restricted Stock received a one-time lump sum TRA Alternative Payment in an aggregate amount of $37.6 million. These one-time cash payments were paid upon the closing of the IPO on July 26, 2021. The cash payments were treated as a cash settlement of a portion of the existing awards and, therefore, included in the post-IPO value for determining the incremental expense in the modification. The remaining unamortized fair value as of the modification date will be recognized as equity-based compensation allocated on a relative fair value basis of the awards over the remaining service periods.

Incentive Awards

As part of the Company's annual compensation process, the Company issues certain employees and directors equity-based compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires. These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, or (iv) Stock Options.

Restricted Stock

As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock in the Company in exchange for their LLC Units, which were first exchanged into LLC Common Units. The Restricted Stock follows the vesting

17

schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years. Restricted Stock activity for the period was as follows:

 

 

Six Months Ended June 30, 2022

 

 

 

Restricted Stock

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

3,222,634

 

 

$

21.15

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

617,160

 

 

 

21.15

 

Forfeited

 

 

12,554

 

 

 

21.15

 

Unvested at end of period

 

 

2,592,920

 

 

$

21.15

 

The weighted-average grant date fair value of $21.15 reflects the fair value of the Restricted Stock at the time of the modification.

Restricted Stock Units (RSUs)

IPO RSUs

Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10. The grant date fair value considers the IPO price of $23.50 adjusted for a weighted average 2.4% discount for lack of marketability due to the transfer restrictions.Upon vesting, IPO RSUs automatically convert on a one-for-one basis into Class A common stock.

 

 

Six Months Ended June 30, 2022

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

4,330,104

 

 

$

22.95

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

52,023

 

 

 

22.42

 

Forfeited

 

 

55,877

 

 

 

22.42

 

Unvested at end of period

 

 

4,222,204

 

 

$

22.94

 

Incentive RSUs

As part of the Company's annual compensation process, the Company issued Incentive RSUs to certain employees. The Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5. Upon vesting, Incentive RSUs automatically convert on a one-for-one basis into Class A common stock.

 

 

Six Months Ended June 30, 2022

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

—

 

 

$

—

 

Granted

 

 

828,524

 

 

 

34.54

 

Vested

 

 

—

 

 

 

—

 

Forfeited

 

 

1,453

 

 

 

34.39

 

Unvested at end of period

 

 

827,071

 

 

$

34.54

 

Stock Options

Reload Options

As part of the Organizational Transactions and IPO, certain employees who exchanged their LLC Common Units for shares of the Company were also granted Reload Options that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of $23.50. The Reload Options vest either 100% 3 years from the grant date or over 5 years from the grant

18

date, with 33.3% vesting in each of years 3, 4 and 5. Vested Reload Options are exercisable afterup to the tenth anniversary of the issuance is at the option of the holder, but is not mandatorily redeemable, the redeemable preferred units are classified as mezzanine equity and were initially recognized at relative fair value. grant date.

 

 

Six Months Ended June 30, 2022

 

 

 

Options

 

 

Weighted Average Exercise Price

 

Outstanding at beginning of period

 

 

4,592,319

 

 

$

23.50

 

Granted

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

Forfeited

 

 

25,999

 

 

 

23.50

 

Unvested at end of period

 

 

4,566,320

 

 

$

23.50

 

The fair value of Reload Options granted at the 2020 issuancetime of the IPO was recorded asdetermined using the proceedsBlack-Scholes option pricing model with the following assumption ranges:

Assumptions

Volatility

25.0%

Time to maturity (years)

6.5-7.0

Risk-free rate

0.94-1.02%

Fair value per unit

$6.42-$6.72

Dividend yield

0.0%

Staking Options

In addition to Restricted Stock, certain employees were also granted Staking Options that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of $23.50. The Staking Options vest over 10 years from the grant date, with 10% vesting in each of issuance, $110.0

million, less the relative fair value allocatedyears 3 through 9 and 30% vesting in year 10. Vested Staking Options are exercisable up to the Class B common unitseleventh anniversary of the grant date.

of

 

 

Six Months Ended June 30, 2022

 

 

 

Options

 

 

Weighted Average Exercise Price

 

Outstanding at beginning of period

 

 

66,667

 

 

$

23.50

 

Granted

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

66,667

 

 

$

23.50

 

$10.7
m
illion
, issuance costs of $0.2
 million
, and $0.8
million
assigned to the embedded derivative liability at the date of issuance resulting in an adjusted initial value of $98.4
 million
.

The fair value of Staking Options granted at the 2018 issuancetime of the IPO was recorded asdetermined using the proceedsBlack-Scholes option pricing model with the following assumption ranges:

Assumptions

Volatility

25.0%

Time to maturity (years)

9.1

Risk-free rate

1.19%

Fair value per unit

$7.82

Dividend yield

0.0%

19

Incentive Options

As part of the Company's annual compensation process, the Company issued Incentive Options to certain employees that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis. The Incentive Options vest over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5.

 

 

Six Months Ended June 30, 2022

 

 

 

Options

 

 

Weighted Average Exercise Price

 

Outstanding at beginning of period

 

 

—

 

 

$

—

 

Granted

 

 

175,222

 

 

 

34.39

 

Exercised

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

175,222

 

 

$

34.39

 

The fair value of Incentive Options granted during the six months ended June 30, 2022 was determined using the Black-Scholes option pricing model with the following assumption ranges:

Assumptions

Volatility

27.5%

Time to maturity (years)

7.0

Risk-free rate

2.16%

Fair value per unit

$11.68

Dividend yield

0.0%

The use of a valuation model for the Options requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the date of issuance, $175.0

 million
, lessobserved volatility for comparable companies. The expected time to maturity was based on the relative fair value allocated to the Class B
common units of
$36.2
 million
, issuance costs of $0.1
 million
,weighted-average vesting terms and $0.9
million
assigned to the embedded derivative liability at the date of issuance resulting in an adjusted initial value of $137.7
 million
.
The difference between the redemption valuecontractual terms of the redeemable preferred unitsawards. The dividend yield was based on the Company’s expected dividend rate. The risk-free interest rate was based on U.S. Treasury rates commensurate with the expected life of the award.

The aggregate intrinsic value and the carrying value is being accreted over the period from the dateweighted average remaining contractual terms of issuance through September 1, 2030Stock Options outstanding and June 1, 2028 for the 2020 and 2018 issuances, respectively, using the effective interest method. The accretion is treatedStock Options exercisable were as a deemed dividend and is recorded as a charge to retained earnings. The cumulative accretionfollows as of June 30, 20212022:

June 30, 2022

Aggregate intrinsic value ($ in thousands)

Reload Options outstanding

$

71,646

Reload Options exercisable

—

Staking Options outstanding

$

1,046

Staking Options exercisable

—

Incentive Options outstanding

$

841

Incentive Options exercisable

—

Weighted-average remaining contractual term (in years)

Reload Options outstanding

9.1

Reload Options exercisable

—

Staking Options outstanding

10.1

Staking Options exercisable

—

Incentive Options outstanding

9.7

Incentive Options exercisable

—

20

Restricted Common Units

As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Common Units in exchange for their LLC Units. The Restricted Common Units follow the vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years. Restricted Common Unit activity for the period was as follows:

 

 

Six Months Ended June 30, 2022

 

 

 

Common Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

5,743,520

 

 

$

23.84

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

1,943,249

 

 

 

23.84

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

3,800,271

 

 

$

23.84

 

The weighted average grant date fair value reflects the fair value of the Restricted Common Units at the time of the modification.

Restricted LLC Units (RLUs)

IPO RLUs

Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and December 31, 2020 was $4.830% vesting in year 10. Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units.

million

 

 

Six Months Ended June 30, 2022

 

 

 

Restricted LLC Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

1,543,277

 

 

$

25.05

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

1,543,277

 

 

$

25.05

 

Incentive RLUs

As part of the Company's annual compensation process, the Company issued Incentive RLUs to certain employees. The Incentive RLUs vest pro rata over 3 or 5 years from the grant date. Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units.

 

 

Six Months Ended June 30, 2022

 

 

 

Restricted LLC Units

 

 

Weighted Average Grant Date Fair Value

 

Unvested at beginning of period

 

 

—

 

 

$

—

 

Granted

 

 

145,527

 

 

 

34.86

 

Vested

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

145,527

 

 

$

34.86

 

Class C Incentive Units

Reload Class C Incentive Units

As part of the Organizational Transactions and $3.6

 million
IPO, certain employees who exchanged their LLC Units for Restricted Common Units were also granted Reload Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the IPO price of $23.50, respectively,any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC

21

Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Reload Class C Incentive Units vest either 100% 3 years from the grant date or over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5.

 

 

Six Months Ended June 30, 2022

 

 

 

Class C Incentive Units

 

 

Weighted Average Participation Threshold

 

Unvested at beginning of period

 

 

3,911,490

 

 

$

23.50

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

3,911,490

 

 

$

23.50

 

Staking Class C Incentive Units

Related to the IPO, certain employees were granted Staking Class C Incentive Units, which are profits interests. When the value of the Class A common stock exceeds the IPO price of $23.50, any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Staking Class C Incentive Units vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10.

 

 

Six Months Ended June 30, 2022

 

 

 

Class C Incentive Units

 

 

Weighted Average Participation Threshold

 

Unvested at beginning of period

 

 

2,116,667

 

 

$

23.50

 

Granted

 

 

—

 

 

 

—

 

Vested

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

2,116,667

 

 

$

23.50

 

Class C Incentive Units

As part of the Company's annual compensation process, the Company issued Class C Incentive Units to certain employees, which are profits interests. When the value of the Class A common stock exceeds the participation threshold, any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Class C Incentive Units vest over 8 years from the grant date, with 15% vesting in each of years 3 through 7 and 25% vesting in year 8.

 

 

Six Months Ended June 30, 2022

 

 

 

Class C Incentive Units

 

 

Weighted Average Participation Threshold

 

Unvested at beginning of period

 

 

—

 

 

$

—

 

Granted

 

 

300,000

 

 

 

34.39

 

Vested

 

 

—

 

 

 

—

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at end of period

 

 

300,000

 

 

$

34.39

 

Valuation Considerations

The Restricted Common Units and RLUs, once vested and after delivery of LLC Common Units,are exchangeable into shares of Class A common stock of the Company on a one-to-one basis, which entitles the unitholders to TRA payments resulting from 85% of the tax savings generated by the Company. The various Class C Incentive Units have the same terms as the LLC Common Units, with the exception of their respective participation thresholds. When the price of the Class A common stock exceeds the participation threshold, the Class C Incentive Units can be exchanged for Restricted Common Units of equal value and are entitled to the same TRA payments upon an exchange to Class A common stock. In order to value the Restricted Common Units, RLUs, and Class C Incentive Units, the Company is required to make certain assumptions with respect to selected model inputs.

Due to the nature of the underlying risks inherent in adjusted redeemable preferred unit carrying valuesTRA payments and the uncertainty as to when the participation threshold will be satisfied for the Class C Incentive Units, we use a Monte Carlo simulation to explicitly model the impact of $240.8

million
and $239.6
 million
, respectively. Dividend paymentsfuture stock prices on the

22

size of the amortizable asset, as well as the impact of different levels of taxable income on the redeemable preferred units may be accrued and deferred at the optiontiming of the TRA payments, in a risk-neutral framework. The Monte Carlo simulation model uses the following assumptions: the simulated closing stock price, the simulated taxable income, the risk-free interest rate, the expected dividend yield, and the expected volatility and correlation of the Company's stock price and taxable income. The dividend yield was based on the Company’s expected dividend rate of 0.0%. The risk-free interest rate range of 1.9%-2.4% was based on U.S. Treasury rates commensurate with a term of 30 years. Due to the transfer restrictions on the IPO awards, a discount for lack of marketability was applied based on the term between when each Restricted Common Unit, IPO RLU, Staking Class C Incentive Unit, or Reload Class C Incentive Unit vests, and when it is released from the transfer restriction. The range of discounts from 6.0% to 19.1% were applied on the proportion of value associated with the receipt of Class A common stock upon the exchange of each Restricted Common Unit, IPO RLU, or Class C Incentive Unit.

Non-Employee Director Stock Grants

Starting in 2022, the Company grants RSUs (“Director Stock Grants”) to non-employee directors serving as members of the Company's Board of Directors. Unpaid preferred dividendsDirectors, with the exception of $14.5

the one director appointed by Onex in accordance with Onex’s nomination rights who has agreed to forgo any compensation for his service to the Board. The Director Stock Grants are vested immediately upon grant. During the six months ended June 30, 2022, the Company granted 53,159 Director Stock Grants. The Company recognized $0.1million
and $9.5$1.6 million of expense related to the Director Stock Grants during the three and six months ended June 30, 2022, respectively.

Profit Sharing Contribution

In March 2022, the Company made a discretionary profit sharing contribution of 75,026 shares of Class A common stock, collectively, to certain employees' defined contribution retirement benefit plan accounts. The Company recognized $2.6 million of expense related to the profit sharing contribution during the six months ended June 30, 2022.

Equity-Based Compensation Expense

mi
llion
were recorded

As of June 30, 2022, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining expense period is as follows:

 

 

Amount

 

 

Weighted Average Remaining Expense Period (years)

 

Restricted Stock

 

$

12,920

 

 

 

1.5

 

IPO RSUs

 

 

66,934

 

 

 

4.8

 

Incentive RSUs

 

 

26,019

 

 

 

2.9

 

Reload Options

 

 

5,758

 

 

 

2.3

 

Staking Options

 

 

441

 

 

 

6.4

 

Incentive Options

 

 

1,895

 

 

 

3.8

 

Restricted Common Units

 

 

11,584

 

 

 

1.0

 

IPO RLUs

 

 

31,787

 

 

 

6.2

 

Incentive RLUs

 

 

4,293

 

 

 

1.9

 

Reload Class C Incentive Units

 

 

7,553

 

 

 

2.8

 

Staking Class C Incentive Units

 

 

19,637

 

 

 

5.5

 

Class C Incentive Units

 

 

5,394

 

 

 

5.5

 

Total unrecognized equity-based compensation expense

 

$

194,215

 

 

 

 

The following table includes the equity-based compensation expense the Company realized in Accounts payablethe three and accrued liabilitiessix months ended June 30, 2022 by expense type from the view of expense related to pre- and post-IPO awards. The table also presents the unrecognized

23

equity-based compensation expense as of June 30, 2022 in the same view. A similar view has not been presented for the three and six months ended June 30, 2021 as all equity based-compensation expense was related to legacy LLC equity.

 

 

Recognized

 

 

Unrecognized

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

 

 

June 30, 2022

 

 

June 30, 2022

 

 

As of June 30, 2022

 

IPO awards

 

 

 

 

 

 

 

 

 

IPO RSUs and Staking Options

 

$

6,115

 

 

$

13,007

 

 

$

67,375

 

IPO RLUs and Staking Class C Incentive Units

 

 

3,359

 

 

 

6,682

 

 

 

51,424

 

Incremental Restricted Stock and Reload Options

 

 

1,841

 

 

 

3,926

 

 

 

12,218

 

Incremental Restricted Common Units and Reload Class C Incentive Units

 

 

2,789

 

 

 

6,934

 

 

 

16,241

 

Pre-IPO incentive awards

 

 

 

 

 

 

 

 

 

Restricted Stock

 

 

1,383

 

 

 

2,802

 

 

 

6,460

 

Restricted Common Units

 

 

861

 

 

 

1,738

 

 

 

2,896

 

Post-IPO incentive awards

 

 

 

 

 

 

 

 

 

Incentive RSUs

 

 

2,211

 

 

 

2,550

 

 

 

26,019

 

Incentive RLUs

 

 

676

 

 

 

780

 

 

 

4,293

 

Incentive Options

 

 

132

 

 

 

152

 

 

 

1,895

 

Class C Incentive Units

 

 

275

 

 

 

317

 

 

 

5,394

 

Other expense

 

 

 

 

 

 

 

 

 

Director Stock Grants

 

 

138

 

 

 

1,560

 

 

N/A

 

Profit Sharing Contribution

 

 

—

 

 

 

2,580

 

 

N/A

 

Total equity-based compensation expense

 

$

19,780

 

 

$

43,028

 

 

$

194,215

 

The Company recognized equity-based compensation expense of $19.8 million and December 31, 2020,$3.2 million for the three months ended June 30, 2022 and 2021, respectively. RSG paid $7.0

The Company recognized equity-based compensation expense of $43.0million
and $6.4$7.6 million for the six months ended June 30, 2022 and 2021, respectively

24

million
12.
Earnings Per Share

Basic earnings per share is computed by dividing net earnings attributable to Ryan Specialty Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed giving effect to all potentially dilutive shares. As shares of Class B common stock do not share in earnings and are not participating securities they are not included in the Company's calculation.

Prior to the IPO, the LLC equity structure included preferred dividends inclusiveunits, Class A common units, and Class B common units. The Company considered the calculation of state tax paymentsearnings per unit for periods prior to the IPO and distributionsdetermined that it would not be meaningful to Onexthe users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the three and six months ended June 30, 2021.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share of Class A common stock is as follows:

 

 

Three Months Ended
June 30, 2022

 

 

Six Months Ended
June 30, 2022

 

Net income

 

$

70,120

 

 

$

88,196

 

Net income attributable to non-controlling interests

 

 

45,619

 

 

 

56,784

 

Net income attributable to Ryan Specialty Holdings, Inc.

 

$

24,501

 

 

$

31,412

 

Numerator:

 

 

 

 

 

 

Net income attributable to Class A common shareholders

 

$

24,501

 

 

$

31,412

 

Add: Income attributed to substantively vested RSUs

 

 

387

 

 

 

372

 

Net income attributable to Class A common shareholders- basic

 

 

24,888

 

 

 

31,784

 

Add: Income attributed to dilutive shares

 

 

1,544

 

 

 

41,942

 

Net income attributable to Class A common shareholders- diluted

 

$

26,432

 

 

$

73,726

 

Denominator:

 

 

 

 

 

 

Weighted-average shares of Class A common stock outstanding- basic

 

 

108,054,437

 

 

 

107,327,462

 

Add: Dilutive shares

 

 

12,150,465

 

 

 

157,090,008

 

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

 

 

120,204,902

 

 

 

264,417,470

 

Earnings per Share:

 

 

 

 

 

 

Earnings per share of Class A common stock- basic

 

$

0.23

 

 

$

0.30

 

Earnings per share of Class A common stock- diluted

 

$

0.22

 

 

$

0.28

 

The following number of shares were excluded from the calculation of diluted earnings per share because the effect of including such potentially dilutive shares would have been antidilutive:

 

 

Three Months Ended
June 30, 2022

 

 

Six Months Ended
June 30, 2022

 

Incentive Options

 

 

175,222

 

 

 

175,222

 

Class C Incentive Units

 

 

300,000

 

 

 

300,000

 

Conversion of non-controlling interest LLC Common Units (1)

 

 

144,495,397

 

 

 

0

 

(1)Weighted average shares outstanding for the three months ended June 30, 2022.

13.
Derivatives

Redeemable Preferred Units Embedded Derivatives

As discussed in Note 10, Stockholders' and Members' Equity, the Company's IPO in July 2021 was a realization event triggering the payment of the make-whole provision related to the Redeemable Preferred Units to Onex. Consequently, the embedded derivatives related to the make-whole provision were no longer outstandingas of June 30, 2022. The Company recognized $8.0 million and $20.6 million of loss related to the Redeemable Preferred Units embedded derivatives during the three and six months ended June 30, 2021. The losses were recognized in Other non-operating loss (income) within the Consolidated Statements of Income. The Company recognized the $20.6 million of loss related to the six months ended June 30, 2021 in Other current assets and the year ended December 31, 2020, respectively.

The fair value of the redeemable preferred unit yield make-whole provisions was $51.0
million
and $30.4
million
at June 30, 2021 and December 31, 2020, respectively. Refer to Note 13,
Fair Value Measurements.
11. Equity
RSG has issued equity to the Founder Group and other investors to raise funds for investments. The Company has separately issued equity and grants of unvested equity to the Company’s key employees and to the Company’s directors in order to attract and retain key talent. RSG has both preferred and common units.
In connection with the IPO but prior to June 30, 2021, as described in Note 17,
Subsequent Events
, the Board approved the repurchase of 74,990,000 Class B Preferred Units from the
Founder Group 
for $78.3
 million
, which reflects the par value of $75.0
million
plus unpaid accrued preferred dividends. As the repurchase did not occur until July 1, 2021, a liability for the full amount is included in Preferred units repurchase payableliabilities on the Consolidated Statements of Financial Position,Cash Flows.

25

Interest Rate Cap

On April 7, 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company's Term Loan in the amount of $25.5 million. The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and the Class B Preferred Units remained outstanding asterminates on December 31, 2025. As of June 30, 2021.

2
4
2022, the fair value of the interest rate cap was $24.6 million, which is included in Other non-current assets on the Consolidated Balance Sheets. The following table presents changesCompany formally designated the interest rate cap as a cash flow hedge. At June 30, 2022, the interest rate cap agreement was determined to be an effective hedge. The Company elected to exclude the change in the nu
m
bertime value of commonthe interest rate cap from the assessment of hedge effectiveness and preferred units issuedwill amortize the initial value of the premium over the life of the instrument. The premium amortization was recognized in Interest expense, net on the Consolidated Statements of Income. The $0.3 million difference between the $0.9 million change in fair value of the interest rate cap and repurchased:
the $1.2 million of premium amortization was recognized in Other comprehensive income (loss) for the three and six months ended June 30, 2022. The Company recognized the $0.9 million change in fair value in Other non-current assets and accrued liabilities on the Consolidated Statements of Cash Flows for the six months ended June 30, 2022.

   
Common Equity
  
Preferred Equity
 
   
Class A
  
Class B
   
Total
  
Class B
   
Total
 
December 31
, 20
20
  
 
693,876
 
 
 
75,478
 
  
 
769,354
 
 
 
74,990
 
  
 
74,990
 
Forfeitures
   (40)   0—   
 
(40
) 
  0—    0— 
Repurchases
   (41)
 
 		  0—   
 
(41
) 
  0—    0— 
          
 
 
 
        
March 31, 2021
  
 
693,795
 
 
 
75,478
 
 
  
 
769,273
 
 
 
74,990
 
  
 
74,990
 
Forfeitures
   (375)   0—   
 
(375
) 
  0—    0— 
Repurchases
   (666)   0—   
 
(666
)
 
 
  0—    0— 
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
 
June 30, 2021
  
 
692,754
 
 
 
75,478
 
  
 
768,232
 
 
 
74,990
 
  
 
74,990
 
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
 
14.
   
Common Equity
  
Preferred Equity
 
   
Class A
  
Class B
   
Total
  
Class B
   
Total
 
December 31
, 2019
  
 
655,386
 
 
 
65,354
  
 
720,740
 
 
 
—  
 
  
 
   
 
 
—  
 
Grants
   175   0—  
 
175
 
  —      —   
Forfeitures
   (375)   0—  
 
(375
)
 
 
 
  —      —   
Repurchases
   (8,036)   0—   
 
(8,036
) 
  —      —   
          
 
 
 
        
March 31, 2020
  
 
647,150
 
 
 
65,354
 
  
 
712,504
 
 
 
—  
 
  
 
—  
 
Repurchases
   (1,081)   0—   
 
(1,081
) 
  —      —   
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
 
June 30, 2020
  
 
646,069
 
 
 
65,354
 
  
 
711,423
 
 
 
—  
 
  
 
—  
 
   
 
 
  
 
 
   
 
 
  
 
 
   
 
 
 
12. Employee Benefit Plans, Prepaid and Long-Term Incentives

Defined Contribution Plan

The Company offers a defined contribution retirement benefit plan, the Ryan Specialty Group Employee Savings Plan (the “Plan”), to all eligible U.S. employees, based on a minimum number of service hours in a year. Under the Plan, eligible employees may contribute a percentage of their compensation, subject to certain limitations. Further, the Plan authorizes the Company to make a discretionary matching contribution, which has historically equaled

50
% of each eligible employee’s contribution. The Company makes discretionary matching contributions throughout the year. The Company recognized expense related to discretionary matching contributions in the amount of $
3.6
4.2million
and $
2.5
3.6million
in during the three months ended June
30,
,
2021
2022 and June 
30
,
2020
,2021, respectively, and $
7.1
10.4million
and $
4.8
7.1million
in during the six months ended June
30,
,
2022 and 2021,
respectively.

Deferred Compensation Plan

The Company offers a non-qualified deferred compensation plan to certain senior employees and

2020
, respectively. Starting in
2021
, members of management. Under this plan, amounts deferred remain assets of the Company changedand are subject to the timingclaims of discretionary matching contributions to being made throughout the year as opposed to makingCompany’s creditors in the contribution afterevent of insolvency. Changes in value on deferred amounts held are recognized within Compensation and benefits in the endConsolidated Statements of each year. RSG accrues for Company contributionsIncome and Current and Non-current Accrued compensation in the Consolidated Balance Sheets. As of June 30, 2022, $1.7 million and $6.4 million were included in Current Accrued compensation within the Consolidated Statements of Financial Position. Due to the change in timing of the discretionary matching contributions, there were no Company contributions accrued for as of June 
30
,
2021
.and Non-current Accrued compensation, respectively. As of December
31,
,
2020
, RSG accrued for 2021, $
10.4
4.2million
of Company contributions which were paid was included in Non-current Accrued compensation in the first quarter of
2021
.
Long-termConsolidated Balance Sheets.

Long-Term Incentive Compensation Agreements

RSG

The Company has entered into certain long-term incentive agreements whereby, at the end of a service period, employees are awarded cash according to specified formulas, following a period, typically associated with an acquisition. RSGThe Company recognizes expense within Compensation and benefits in the Consolidated Statements of Income over the service period of these awards based on the estimated expected payout. RSGThe Company recognized compensation expense of $0.5

$0.0million
and $1.0
$0.5million
during the three months ended June 30, 2022 and 2021, respectively, and $0.2 million and $1.0 million related to these awards for the three and six months ended June 30, 2022 and 2021, respectively. RSG recognized compensation expense of $0.5
million
and $1.0
million
related to these awards for the three and six months ended June 30, 2020,
respectively. The aggregate amount of maximum obligation payable was $
6.9 
million and $
11.9 
million asAs of June 30, 20212022, $0.0 million and $0.2 million related to such agreements was included within Current Accrued compensation and Non-current Accrued compensation, respectively, in the Consolidated Balance Sheets. As of December 31, 2020, respectively.
2
5
ARL2021, $5.2 million and $0.2 million related to such agreements was included in Current Accrued compensation and Non-current Accrued compensation, respectively, in the Consolidated Balance Sheets.

All Risks Long-Term Incentive Plans

ARL had established various long-term incentive plans (“LTIPs”) throughout its history to incentivize certain executives, producers and key employees. ARL additionally established sales bonuses, implemented by the management of ARL, as compensation for past services performed in connection with executing the sale. Followingsale of the acquisition by RSG, thebusiness to Ryan Specialty. The LTIP awards vest based on the achievement of various service conditions and are cash-settled. Cash settlement, including allSubsequent to the acquisition, cash payments due on close, will besettlements are made by RSG.

the Company. The total $328.0 million value of therelated to sales bonuses and LTIP awards at the acquisition date was $24.3
$24.3million
and $303.7
$303.7 million,
, respectively. The portion allocated to the
pre-combination
service period and accounted for as consideration transferred was $257.6
$257.6million
inclusive of sales bonuses. bonuses, of which $114.7 million was paid at close. The total future estimated LTIP expense at the acquisition date was $70.4 million.

On August 10, 2021, the Company's Board of Directors elected to terminate the ARL long-term incentive plans. The decision to terminate the plans did not change the value of, or entitlements to, any benefits thereunder. The benefits accrued under these plans are

26

required to be paid within twelve months of the termination date, subject to participants meeting service conditions, thereby accelerating certain payments.

Of the expense related to post-combination services, after forfeitures $17.5

of $2.9million,
was expensed in the Company recognized $14.7 million and $17.5 million related to these awards for the six months ended June 30, 2022 and 2021, respectively, with the remaining expense of
$39.9
5.1million
to be recognized over a 0.98 year weighted-average period.in the third quarter of 2022. $7.1 million and $8.6 million of expense was recognized during the three months ended June 30, 2022 and 2021, respectively. The related expense is recognized in Compensation and benefits in the Consolidated Statements of Income. The Company made cash payments of $4.1 million and $0.6 million for the six months ended June 30, 2022 and 2021, respectively, with the remaining cash balance of $106.7 million to be paid in the third quarter of 2022. The LTIP accrual was $101.6 million and $91.0 million as of June 30, 2022 and December 31, 2021, respectively. The liability for these awards is recognized in Current and
Non-current
Accrued compensation in the Consolidated StatementsBalance Sheets.

Forgivable Notes

Historically the Company offered forgivable notes to certain employees as an incentive, whereby the principal amount of Financial Positionforgivable notes and accrued interest is forgiven by the Company over the term of the notes, so long as the employee continues employment with Ryan Specialty and complies with certain contractual requirements. These notes are structured as recourse loans and contain non-solicit clauses and have terms that are between three and ten years. In the event of an employee’s termination, whether voluntary or involuntary, the employee must repay the unpaid, unforgiven note balance at termination. The Company has a policy of enforcing the provisions of the unforgiven portion of the forgivable note agreements by pursuing collection through third-party collection agencies and taking legal action.

The aggregate balance of forgivable notes was $27.6 million and $31.2 million as of June 30, 2022 and December 31, 2021, respectively. This balance is included within Current and Non-current Prepaid incentives - net in the Company’s Consolidated Balance Sheets. The amortization expense associated with the forgiveness of the principal amount of the notes and accrued interest is recognized inrecorded within Compensation and Benefits inbenefits within the Consolidated Statements of Income ratably over the remainingrelated service periodperiods, which is consistent with the term of the participants while employed at RSG.notes. The Company recognized expense related to the forgivable notes of $1.8 million and $1.6 million during the three months ended June 30, 2022 and 2021, respectively, and $3.5 million and $3.7 million during the six months ended June 30, 2022 and 2021, respectively. As of the end of 2020, the Company no longer issues forgivable notes as employee incentives.

15.
Variable Interest Entities

Ryan Specialty Holdings Inc. is a holding company and the sole managing member of the LLC. The Company's principal asset is a controlling equity interest in the LLC. The Company considers itself the primary beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s economic performance and is expected to receive benefits that are significant to the Company. As the primary beneficiary of the LLC, the Company consolidates the results and operations of the LLC for financial reporting purposes under the variable interest consolidation model guidance in ASC 810 Consolidations. The Company's relationship with the LLC results in no recourse to the general credit of the Company. Further, the Company has no contractual requirement to provide financial support to the LLC. The Company shares in the income and losses of the LLC in direct proportion to the Company's ownership percentage.

The Company’s financial position, financial performance and cash flows effectively represent those of the LLC as of and for the period ended June 30, 2022, with the exception of Cash and cash equivalents of $18.7 million, Accounts payable and accrued liabilities of $9.2 million, the entire balance of theTax Receivable Agreement liabilities of $293.8 million and Deferred tax assets of $404.3 million on the Consolidated Balance Sheets, which are attributable solely to the Company. As of December 31, 2021, the CurrentTax Receivable Agreement liabilities of $272.1 million and

Non-current
portions $382.8 million of the ARL LTIP accrualDeferred tax assets on the Consolidated Balance Sheet were $97.5
million
and $73.6
 million
, respectively.attributable solely to the Company.

16.
2
6
13. Fair Value Measurements

Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows:

Level

1.
Observable inputs such as quoted prices for identical assets in active markets;
markets.

Level

2.
Inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and
indirectly.

Level

3.
Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level of input that is significant to the fair value measure in its entirety.

27

The carrying amount of financial assets and liabilities reported in the Consolidated Statements of Financial PositionBalance Sheets for Cashcash and cash equivalents, Commissionscommissions and fees receivable—net, Otherother current assets, and Accountsaccounts payable, and other accrued liabilities atas of June 30, 20212022 and December 31, 2020,2021 approximate fair value because of the short-term duration of these instruments.

Derivative Instruments

The

Redeemable Preferred Units

In prior periods, the fair value of the combined embedded derivatives on the redeemable preferred units isRedeemable Preferred Units was based on the likelihood of a mandatorily redeemable triggering event, a Realization Event as defined by the Onex Purchase Agreement, and the present value of any remaining unpaid dividends between the reporting period and the fifth anniversary of the issuance date, which iswas a Level 3 fair value measurement. In determining the fair value, the Company will first estimatehistorically estimated the likelihood of a Realization Event based on discussions with management. The Companymanagement, then estimated the present value of any remaining dividends using a 10.5%10.5% discount rate derived from a review of comparable issuances and benchmarking. The present value of the remaining dividends was then combined with the estimated likelihood of a Realization Event to arrive at the estimated fair value. Changes in the timing and likelihood of a Realization Event and/or the discount rates used would resultresulted in a change in the fair value of recorded embedded derivative obligations. As the Company's IPO in July 2021 was a Realization Event triggering the payment to Onex of the make-whole provision, there are no further amounts outstanding.

Interest Rate Cap

The Company uses an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company's Term Loan. The fair value of the make-whole provisions asinterest rate cap agreement is determined using the market standard methodology of June 30, 2021 was $51.0

 million.
Contingent Consideration
Any contingent consideration arising upon a business combination is initially recorded as a componentdiscounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the total considerationcap. The variable interest rates used in the calculation of that business combinationprojected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The inputs used in determining the Company’s derivative financial instruments reported at fair value with an offsetting liability in the opening balance sheet under Other
Non-current
liabilities in the Statements of Financial Position.
are considered Level 2.

Contingent Consideration

The fair value of these contingent consideration obligations is based on the present value of the future expected payments to be made to the sellers of the acquired entitiesbusinesses in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, the Company estimates cash payments based on management’s financial projections of the performance of each acquired business relative to the formula specified by each purchase agreement. The Company utilizes Monte Carlo simulations to evaluate financial projections of each acquired business. The Monte Carlo models consider forecasted revenue and EBITDA and market risk adjusted revenue and EBITDA which are then run through a series of simulations. The risk-free rates, and expected volatility, and credit spread used in the models range from 0.05%1.73% to 0.10%2.92%, 15.0% to 47.5% and 15%6.0% to 35%6.2%, respectively, for the period ended June 30, 2022. As of December 31, 2021, the risk-free rates, expected volatility, and credit spread used in the models ranged from 0.06% to 0.85%, 15.0% to 35.0%, and 2.3% to 3.2%, respectively. The Company then discounts the expected payments created by the Monte Carlo model to present value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the acquired entity to achieve its targets. These discount rates generally range from 5.5%5.3% to 12.1%14.8% for the acquisitions.

Each period, RSGthe Company revalues the contingent consideration obligations associated with certain prior acquisitions to their fair value and records subsequent changes to the fair value of these estimated obligations in Change in contingent consideration within Operating income when incurred.

2
7
in the Consolidated Statements of Income. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related EBITDA and percentage milestones, the estimated timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and additional data is obtained, impacting the Company’s assumptions. The use of different assumptions and judgements could result in a materially different estimate of fair value which may have a material impact on the results from operations and financial position.
As of June 30, 2021 See Note 4, Mergers and December 31, 2020, the current portion of the fair value ofAcquisitions, for further information on contingent consideration was $16.2consideration.

28

million
and $5.5
 million
, respectively, recorded in Accounts payable and accrued liabilities. The
non-current
portion of the fair value of the contingent consideration was
$6.0
million
and $16.6
 million
, respectively, recorded in Other
non-current
liabilities in the Statement of Financial Position.

The following fair value hierarchy table presents information about the Company’s liabilities measured at fair value on a recurring basis as of June 30, 20212022 and December 31, 2020.

   
June 30, 2021
   
December 31, 2020
 
   
Quoted prices in
active markets
for identical
assets
(Level 1)
   
Significant
other
observable
inputs
(Level 2)
   
Significant
unobservable
inputs
(Level 3)
   
Quoted prices in
active markets
for identical
assets
(Level 1)
   
Significant
other
observable
inputs
(Level 2)
   
Significant
unobservable
inputs
(Level 3)
 
Liabilities:
                              
Debt (1)
  $1,641,719   $—     $—     $1,648,997   $—     $—   
Contingent purchase consideration (2)
   —      —      22,135    —      —      22,096 
Make-whole provision on Class B
Preferred Units 
(3)
   —      —      51,035    —      —      30,423 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total liabilities measured at fair value
  
$
1,641,719
 
  
$
—  
 
  
$
73,170
 
  
$
1,648,997
 
  
$
—  
 
  
$
52,519
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
(1)
See Note 8,
Debt.
(2)
Contingent purchase considerations are listed in Accounts payable and accrued liabilities and Other
non-current
liabilities in the Statement of Financial Position and in Change in contingent consideration in the Statements of Income.
(3)
Make-Whole Provisions are listed as Accounts payable and accrued liabilities in the Statements of Financial Position and in Other
non-operating
(loss) income in the Statement of Income.
2021.

 

 

June 30, 2022

 

 

December 31, 2021

 

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

 

Quoted Prices in Active Markets for Identical Assets
(Level 1)

 

 

Significant Other Observable Inputs
(Level 2)

 

 

Significant Unobservable Inputs
(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate cap

 

$

—

 

 

$

24,637

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt (1)

 

$

1,928,124

 

 

$

—

 

 

$

—

 

 

$

1,631,412

 

 

$

—

 

 

$

—

 

Contingent purchase consideration

 

 

—

 

 

 

—

 

 

 

26,357

 

 

 

—

 

 

 

—

 

 

 

42,053

 

Total assets and liabilities measured at fair value

 

$

1,928,124

 

 

$

24,637

 

 

$

26,357

 

 

$

1,631,412

 

 

$

—

 

 

$

42,053

 

(1) As of June 30, 2022, this represents the Term Loan and Senior Secured Notes. As of December 31, 2021, only the Term Loan was outstanding. See Note 9, Debt.

There were no assets or liabilities that were transferred between fair value hierarchy levels during the six months ended June 30, 2021 and2022 or the year ended December 31, 2020.

2021.

The following is a reconciliation of the beginning and ending balances for the Level 3 liabilities measured at fair value:

 

 

June 30, 2022

 

 

June 30, 2021

 

 

 

Contingent Purchase Consideration

 

 

Make-Whole Provision on Redeemable Preferred Units

 

 

Contingent Purchase Consideration

 

 

Total

 

Balance at beginning of period

 

$

42,053

 

 

$

30,423

 

 

$

22,096

 

 

$

52,519

 

Total (gains) losses included in earnings

 

 

(462

)

 

 

20,612

 

 

 

2,712

 

 

 

23,324

 

Settlements

 

 

(15,234

)

 

 

—

 

 

 

(2,673

)

 

 

(2,673

)

Balance at end of period

 

$

26,357

 

 

$

51,035

 

 

$

22,135

 

 

$

73,170

 

   
June 30, 2021
  
June 30, 2020
 
   
Make-Whole

provision
 
on
 
class B units
   
Contingent
consideration
  
Total
  
Make-Whole

provision on class
B units
   
Contingent
consideration
  
Total
 
Opening balance
  
$
30,423
 
  
$
22,096
 
 
$
52,519
 
 
$
891
 
  
$
 23,527
 
 
$
24,418
 
Total gains/losses included in earnings
   20,612    2,712   23,324   0—      1,619   1,619 
Settlements
   0—      (2,673)   (2,673)   0—      (497)   (497) 
   
 
 
   
 
 
  
 
 
  
 
 
   
 
 
  
 
 
 
Ending balance
  
$
 51,035
 
  
$
22,135
 
 
$
 73,170
 
 
$
 891
 
  
$
24,649
 
 
$
 25,540
 
   
 
 
   
 
 
  
 
 
  
 
 
   
 
 
  
 
 
 

During the six months ended June 30, 20212022 and 2020,2021, there were 0 purchases, issues, sales, or transfers related to fair value measurements. The Company settledDuring the six months ended June 30, 2022, the $9.0 million and $6.2 million settlements of contingent consideration are presented in the operating and financing sections, respectively, of $2.7

the Consolidated Statements of Cash Flows. The $2.7million
and $0.5
million
during settlement of contingent consideration in the six months ended June 30, 2021 and June 30, 2020, respectively. Additionally, 0 unrealized gains or losses were recordedis presented in the operating section of the Consolidated Statements of Comprehensive Income for liabilities held during the period.Cash Flows.

17.
2
8
14. Commitments and Contingencies

Legal – E&O and Other Considerations

As an excess and surplus lines and admitted markets broker, RSGintermediary, and in addition to ordinary course of business E&O exposure, the Company has potential E&O risk if an insurance carrier with which RSGRyan Specialty placed coverage denies coverage for a claim or pays less than the insured believes is the full amount owed. As a result, RSGthe Company from time to time seeks to resolve early in the process, through a commercial accommodation, certain matters to limit the economic exposure and reputational risk, including potential legal fees, created by a disagreement between a carrier and the insured.

RSG

The Company purchases insurance to provide protection from E&O claimsliabilities that may arise during the ordinary course of business. Since June 1, 2019, RSG’sRyan Specialty’s E&O insurance provides aggregate coverage for E&O losses up to $100.0

$100.0million
in excess of their retaineda $2.5 million retention amount of $2.5
million
per claim. RSGThe Company has historically maintained self-insurance reserves for the Company’s retention portion of the E&O exposure that is not insured. RSGThe Company periodically determines a range of possible reserve levels using the best available information that rely heavily on projecting historical claim data into the future.

29

RSG’s

The reserve for these and other Enon-E&O claims and business accommodations in the Consolidated Statements of Financial PositionBalance Sheets is above the lower end of the most recently determined range. Reserves of $1.6

$3.7million
and $1.5
$2.7million
were held for outstanding matters as of June 30, 20212022 and December 31, 2020,2021, respectively. Relatedly, RSGThe Company recognized $0.7
$1.3million
and $1.1
$0.4million
in General and administrative expense for the six months ended June 30, 2021 and 2020, respectively. RSG recognized $0.4
million
and $0.1
million
in General and administrative of expense for the three months ended June 30, 2022 and 2021, respectively, and 2020, respectively.$1.7 million and $0.7 million for the six months ended June 30, 2022 and 2021, respectively, in General and administrative expense on the Consolidated Statements of Income. The historical claim and commercial accommodation data used to project the current reserve levels may not be indicative of future claim activity. Thus, the reserve levels, which may be based on corresponding actuarial ranges, could change in the future as more information becomes known, which could materially impact the amounts reported and disclosed herein.

18.
15. Related Parties

The Company is predominantly owned directly or indirectly by its CEO and Chairman Patrick G. Ryan or his family trusts through the investments described in Note 11,

Equity
.
Ryan Specialty Group Risk
RSG has an arrangement to provide administrative services to Ryan Specialty Group Risk, LLC (“RSGR”), an entity wholly owned directly or indirectly by Patrick G. Ryan, which participated in the underwriting profits of certain Lloyd’s syndicates. RSG is reimbursed for these administrative services. Reimbursements for services provided in the six months ended June 30, 2021 and 2020 were immaterial. RSG does not have a variable interest in this entity.
Ryan Specialty Group Risk Innovators
On June 28, 2018, RSG entered into a services agreementvarious transactions and agreements with Ryan Specialty Group Risk Innovators,the LLC, (“RSGRI”), a new subsidiary of RSGR. It was established to incubate new opportunities providing insuranceits subsidiaries, certain other affiliates and reinsurance services to brokers and carriers. According to the terms of the agreement, RSG provides both administrative services to, as well disburses payments for costs directly incurred by, RSGRI. These direct costs include compensation expenses incurred by employees of RSGRI. RSG earns a markup on administrative services performed for and on behalf of RSGRI but not on payments related to business employees. RSG does not have a variable interest in this entity.
JEM Underwriting Managers, LLC
JEM Underwriting Managers, LLC, previously a wholly owned subsidiary of RSGRI, was designed in 2018 to incubate a new property insurance initiative. On January 1, 2020, RSG acquired the assets and liabilities of JEM from RSGRI. Total consideration transferred was
$4.0
million, net of cash acquired.
29
parties (collectively, “Related Parties”).

Ryan Re and Geneva Re

Ryan Re

Ryan Re previously a wholly owned subsidiary of RSGRI, was designed in 2018 to incubate a new reinsurance underwriting service offering. On June 13, 2019, Ryan Re was ultimately contributed to Geneva Ryan Holdings, LLC (“GRH”). GRH was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other affiliated investors. One affiliated investor is an LLC Unitholder and a director of the Company, and another is both an LLC Unitholder and employee of the Company. RSGRyan Specialty does not consolidate GRH as RSGthe Company does not have a direct investment in or variable interest in this entity.

On June 13, 2019, RSGthe Company acquired a controlling interest of 47%47% of the common units in Ryan Re from GRH with a $1$1 par value for $4.70$4.70 and was appointed the Managing Member of Ryan Re. GRH retained a 53%53% interest in this entity. As Ryan Re is under common control with the Company, RSG recognized the assets and liabilities in Ryan Re upon initial consolidation at historical cost, inclusive of an accumulated deficit.

On March 31, 2021, GRH distributed a portion of its interest in Ryan Re to the two investors affiliated with RSG. RSGRyan Specialty. The Company subsequently acquired the remaining 53%53% of the common units in Ryan Re from GRH and the two affiliated investors with a $1$1 par value for total consideration of $48.4

 million
. As a result of the transaction, RSG derecognized the noncontrolling interest of $3.7
million
and recognized a deemed distribution of $44.6
 million
, inclusive of a working capital
true-up
payment of $0.1
million
in the second quarter of 2021.$48.4 million. The valuation of the outstanding interest in Ryan Re was determined by an unrelated third party. Upon RSGthe Company acquiring the remaining 53%53% of common units, Ryan Re became a wholly owned subsidiary of RSG. RSG will continue to include the financial resultsCompany. The non-controlling interest presented on the Consolidated Statements of Ryan Re inIncome for the Company’s Consolidated Financial Statements but will no longer present a noncontrolling interest relatedsix months ended June 30, 2021 relates to Ryan Re on the Statement of Financial Position after the first quarter of 2021.
prior to it becoming a wholly owned subsidiary.

Ryan Investment Holdings

Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds of RSGRyan Specialty and GRH for investment in Geneva Re Partners, LLC (“GRP”). RSGThe Company holds a 47%47% interest in RIH and GRH holds a 53%53% interest in RIH. RIH has a 50%

non-controlling
interest in GRP, and the other 50% is owned by Nationwide Mutual Insurance Company (“Nationwide”). GRP wholly owns Geneva Re, Ltd (“Geneva Re”), a Bermuda-regulated reinsurance company. RIH is considered a related party variable interest entity under common control with the Company. The Company is not most closely associated with the variable interest entity and therefore does not consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability company statutes.

The Company is not required to contribute any additional capital to RIH, and its maximum exposure to loss on the equity method investment is the total invested capital

of
$47.0
 million
. million. The Company may be exposed to losses arising from the equity method investment, as a result of underwriting losses recognized at Geneva Re or losses on Geneva Re’s investment portfolio.

Geneva Re

As discussed above, Geneva Re is a wholly owned subsidiary of GRP. GRP was formed as a joint venture between Nationwide and RIH, with each retaining a 50%50% ownership interest in GRP in exchange for

a
$50.0
million
initial cash investment from each. The Company, through its investment in RIH and in connection with the GRP Subscription Agreement,subscription agreement, has an agreement that outlines the terms of the Company’s investment in RIH, as well as the commitment of RIH’s unit holders to invest funds into GRP at the request of the GRP board, for a total investment of $47.0
 million
. On March 5, 2020, RSG contributed $23.5
million
of capital in satisfaction of the remaining capital commitment to Geneva Re.
In accordance with the Master Transaction Agreement, (“MTA”), Geneva Re is obligated to reimburse RSG for any transaction expenses incurred by RSG in connection with the formation of Geneva Re. RSG had $0.4
million
due from Geneva Re under this agreement as of December 31, 2020. $47.0 million.

On January 1, 2021, RSGthe Company entered into a service agreement with Geneva Re to provide both administrative services to, as well as disburse payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by employees of Geneva Re. RSGThe Company had $0.6

$0.7million
and $0.5 million due from Geneva Re under this agreement for a total outstanding balance of $1.0
million
as of June 30, 2021.
3
0
At the formation of RIH, Patrick G. Ryan2022 and Diane M. Aigotti, former Executive Vice President and CFO of the Company, were designated to represent RSG’s interest on the board of GRP. In connection with the retirement of Diane M. Aigotti in the first quarter ofDecember 31, 2021, Jeremiah R. Bickham, the current CFO of RSG, replaced Diane M. Aigotti on the board of GRP. One of the investors of GRH represents the interests of GRH, while another of its investors is on the Company’s Board of Directors, is Executive Chairman of Geneva Re, and acts in the capacity of Executive Director on the Board of GRP.
respectively.

30

Ryan Re Services Agreement with Geneva Re and Nationwide

On June 13, 2019, Ryan Re entered into an underwriting agreement with Nationwide to provide reinsurance underwriting services to Nationwide and its affiliated insurance entities. Simultaneously through the MTA, Ryan Re entered into a services agreement with Geneva Re to provide, among other services, certain underwriting and administrative services to Geneva Re. Ryan Re received a service fee equal to 2.5% of gross written premium derived from reinsurance and retrocession business assumed by Geneva Re from Nationwide through December 31, 2020. On January 1, 2021, the services agreement between Ryan Re and Geneva Re was amended to remove the 2.5% of gross premium written and was replaced with a service fee equal to 115% of the administrative costs incurred by Ryan Re in performing certain underwriting and administrative services to Geneva Re.

Revenue earned from Geneva Re, net of applicable constraints, was $0.9

$0.4million and
$0.4 million for the three months ended June 30, 2022 and 2021, respectively, and $0.8 million and $0.9
million for the six months ended June 30, 20212022 and 2020,2021, respectively. Receivables due from Geneva Re under this agreement, net of applicable constraints, was
$3.3
1.5million and
$3.0
4.2million as of June 30, 20212022 and December 31, 2020,2021, respectively.

Company Leasing of Corporate Jets

In the ordinary course of its business, the Company charters executive jets for business purposes from a third-party service provider called Executive Jet Management (“EJM”). Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s charter operations, which include EJM chartering to third parties, for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft through EJM, unless the particular aircraft chartered is Mr. Ryan’s, in which case the Company receives a discount below market rates. Historically, the Company has usually been able to charter Mr. Ryan’s aircraft and make use of this discount. The Company recognized de minimis expensesexpense related to business usage of the aircraft of $0.3 million and $0.1 million for the three months ended June 30, 2022 and 2021, respectively, and 2020. The Company recognized an expense related to business usage of the aircraft

of $0.3
$0.4million
and $0.2
$0.3million
for the six months ended June 30, 2022 and 2021, and 2020, respectively.
Personal Guarantee
In April 2021, Mr. Ryan personally guaranteed up to $10.0 
million of the financial obligations

Consulting Arrangement with a Director

We have contracted with Michael O’Halleran, a director of the Company, to provide consulting services. Mr. O’Halleran receives less than $0.1 million on a quarterly basis. Mr. O’Halleran’s compensation under an agencythe consulting agreement with certain insurance companies thatof $0.2 million annually is based on external market practices of similar positions for consultants or employees who are affiliated with National Indemnity Company. The Company did not pay Mr. Ryan any consideration for this guarantee. Mr. Ryan’s guarantee may be replaced by the Company with a letter of credit at any time, subject to the prior approvalmembers of the insurance companies. Following the completionBoard of Directors.

Employment of an Immediate Family Member of a Director

Michael O’Halleran’s son is an employee of the IPO, Mr. Ryan will not personally guarantee any additional financial obligationsCompany. He has been an employee of the Company or anysince August 11, 2014. His total annual compensation for 2021 was $0.3 million, including production bonuses of its subsidiaries.

$0.1 million. His total annual compensation for 2022 is expected to be substantively the same. He also received benefits generally available to all employees. His compensation was determined in accordance with our standard employment and compensation practices.

19.
16. Income Taxes

The Company is antaxed as a corporation for income tax purposes and is subject to federal, state, and local taxes with respect to its allocable share of any net taxable income from the LLC. The LLC treatedis a limited liability company taxed as a partnership for income tax reporting. As such,purposes, and its taxable income or loss is passed through to its members, are liable for federal,including the Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local jurisdictions that impose income taxes based on their sharepartnerships, and on the taxable income of its U.S. corporate subsidiary. For the periods presented prior to the Organizational Transactions and IPO, the reported income taxes represent those of the LLC’s taxable income. The Company owns several operating subsidiaries which are considered

C-Corporations
for U.S. federal, state and local income tax purposes. Taxable income or loss from these corporations is not passed through to the Company. Instead, it is taxed at the corporate level subject to the prevailing corporate tax rates.
LLC.

The Company’s effective tax rate from continuing operations was 3.55%13.74% and 3.08%3.55% for the three months ended June 30, 2022 and 2021, respectively, and 2020, respectively. The Company’s effective tax rate from continuing operations was 7.12%7.03% and 4.77%7.12% for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate for the three months ended June 30, 2022 is significantly different from the 21% statutory rate primarily as a result of income attributable to the non-controlling interest. The effective tax rate for the six months ended June 30, 2022 is significantly different from the 21% statutory rate primarily as a result of the changes in state tax rates and 2020, respectively.the income attributable to the non-controlling interest. The quarterly effective tax rates for the three and six months ended June 30, 2021 are significantly different from the 21%21% statutory tax rate primarily because the Company was taxed as an LLC pre-IPO.

The Company does not believe it has any significant uncertain tax positions and therefore has 0 unrecognized tax benefits as of June 30, 2022, that if recognized, would affect the annual effective tax rate. The Company does not anticipate material changes in unrecognized tax benefits within the next twelve-month period. The Company’s 2021 tax year filings are open to examination by taxing authorities for U.S. federal and state income tax purposes.

Deferred Taxes

The Company reported Deferred tax assets of $404.2 million and $382.8 million as of June 30, 2022 and December 31, 2021, respectively, and Deferred tax liabilities of $0.7 million and $0.6 million as of June 30, 2022 and December 31, 2021, respectively, on the Consolidated Balance Sheets. The increase in the Deferred tax assets during the six months ended June 30, 2022 was primarily related to an increase of $9.8 million for changes in the state tax rates, which resulted in a tax benefit on the Consolidated Statements of Income, and an increase of $15.4 million due to exchanges of LLC Common Units, which resulted in an increase to Additional paid-in capital on the Consolidated Statements of Mezzanine Equity and Stockholders’/Members’ Equity.

31

As of June 30, 2022, the Company concluded that, based on the weight of all available positive and negative evidence, the Deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are more likely than not to be realized. As such, 0 valuation allowance has been recognized against that basis difference.

Tax Receivable Agreement (TRA)

In connection with the Organizational Transactions and IPO, the Company entered into a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by the Company to the current and certain former LLC Unitholders of 85% of the net cash savings, if any, in U.S. federal, state, and local income taxes that the Company realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units (“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any), and (iv) certain other tax benefits related to the Company beingentering into the TRA, including certain tax benefits attributable to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a partnershipliability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future.

Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits and has recorded Tax Receivable Agreement liabilities of $293.8 million related to these benefits on the Consolidated Balance Sheets as of June 30, 2022. The following summarizes activity related to the Tax Receivable Agreement liabilities:

 

 

Exchange Tax Attributes

 

 

Pre-IPO M&A Tax Attributes

 

 

TRA Payment Tax Attributes

 

 

TRA Liabilities

 

Balance at December 31, 2021

 

$

136,704

 

 

$

83,389

 

 

$

52,007

 

 

$

272,100

 

Exchange of LLC Common Units

 

 

9,897

 

 

 

1,435

 

 

 

3,159

 

 

 

14,491

 

Remeasurement - change in state rate

 

 

2,884

 

 

 

1,759

 

 

 

2,530

 

 

 

7,173

 

Balance at June 30, 2022

 

$

149,485

 

 

$

86,583

 

 

$

57,696

 

 

$

293,764

 

During the six months ended June 30, 2022, the TRA liabilities increased $14.5 million due to an exchange of LLC Common Units for incomeClass A common stock, which resulted in a decrease to Additional paid-in capital on the Consolidated Statements of Mezzanine Equity and Stockholders’/Members’ Equity. During the same period, the Company remeasured the TRA liabilities due to changes in state tax reporting.rates resulting in a $7.2 million expense as the Company increased its estimated cash tax savings rate from 25.12% to 25.65%. The change was recognized in Other non-operating loss on the Consolidated Statements of Income.

20.
Supplemental Cash Flow Information

The following represents the supplemental cash flow information of the Company for the six months ended June 30, 2022 and 2021.

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

Supplemental cash flow information:

 

 

 

 

 

 

Cash paid for:

 

 

 

 

 

 

Interest

 

$

32,050

 

 

$

32,518

 

Income taxes

 

 

5,179

 

 

 

5,897

 

Non-cash investing and financing activities:

 

 

 

 

 

 

Accretion of premium on mezzanine equity

 

$

0

 

 

$

1,196

 

Accumulated deficit due to accretion of premium on mezzanine equity

 

 

0

 

 

 

(1,196

)

Repurchase of LLC Units

 

 

0

 

 

 

(745

)

Issuance of unsecured promissory note

 

 

0

 

 

 

745

 

321.
1
17. Subsequent Events

The Company has evaluated subsequent events through September 2, 2021August 12, 2022 and has concluded that no events have occurred that require disclosure other than the events listed below.disclosure.

Initial Public Offering
On July 26, 2021, Ryan Specialty Group Holdings, Inc. completed its IPO of
56,918,278
shares,
65,456,020
shares after the underwriters fully exercised their option, of its Class A common stock, $
0.001
par value per share, at an offering price of $
23.50
per share. Ryan Specialty Group Holdings, Inc. received net proceeds from the IPO of approximately $
1.3
billion from the initial offering, approximately
$
1.5
billion after the full exercise of the underwriters’ option, after deducting underwriting discounts and commissions and estimated offering expenses. Immediately following the completion of the IPO and related organizational transactions, the Ryan Specialty Group Holdings, Inc. held an approximately
41.7
%
interest in the Company.
Founder Group’s Preferred Units Repurchase
On July 1, 2021, the Company repurchased the Preferred Units held by the Founder Group. See Note 11,
Equity.
Revolving Credit Facility Upsize
In connection with closing of the IPO, which occurred on July 26, 2021, the Company executed an agreement with its lenders to increase the revolving credit facility commitments from
$300.0
million to
$600.0
million.
ARL Long Term Incentive Plan
On August 10, 2021, the Board of Directors of Ryan Specialty Group Holdings, Inc. elected to terminate the ARL long-term incentive plans. The decision to terminate the plans will not change the value of, or entitlements to, any benefits thereunder. The benefits accruing under these plans are required to be paid within twelve months of the termination date (i.e., by August 10, 2022). These awards remain subject to the achievement of service conditions. As a result of the termination of the plans, the non-current portion of the liability for these awards will be reclassified to Current Accrued compensation in the third quarter of 2021.
3
2

32

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and cash flows of our companythe Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our consolidated financial statementsConsolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form

10-Q
and our consolidated financial statements and the related notes in the IPO Prospectus.Annual Report on Form 10-K for the year ended December 31, 2021 and filed with the SEC on March 16, 2022. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and in the IPO Prospectus,our Annual Report on Form 10-K, particularly in the sections entitled “Risk Factors” and “Forward-Looking Statements”
.
“Information Concerning Forward-Looking Statements.”

The following discussion provides commentary on the financial results derived from our unaudited financial statements for the three months and six months ended June 30, 20212022 and 20202021 prepared in accordance with U.S. GAAP. In addition, we regularly review the following

Non-GAAP
measures when assessing performance: Organic Revenue Growth Rate,revenue growth rate, Adjusted Compensationcompensation and Benefits Expense,benefits expense, Adjusted Compensationcompensation and Benefits Expense Ratio,benefits expense ratio, Adjusted Generalgeneral and Administrative Expense,administrative expense, Adjusted Generalgeneral and Administrative Expense Ratio,administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC Margin,margin, Adjusted Net Incomenet income, Adjusted net income margin and Adjusted Net Income Margin.diluted earnings per share. See “Non-GAAP Financial Measures and Key Performance Indicators” for further information.

Overview

Founded by Patrick G. Ryan in 2010, we are a rapidly growing service provider of specialty products and solutions for insurance brokers, agents, and carriers. We provide distribution, underwriting, product development, administration, and risk management services by acting as a wholesale broker and a managing underwriter.underwriter or a program administrator with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents, and carriers.

For retail insurance agents and brokers, we assist in the placement of complex or otherwise

hard-to-place
risks. For insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite, and service these same types of risks. A significant majority of the premiums we place are bound in the E&S market, which includes Lloyd’s.Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and rates in the E&S market relative to the Admitted or “standard” insurance market. We believe that the additional freedom to craft bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique solutions, and drive innovation. We believe our success has been achieved by providing
best-in-class
intellectual capital, leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched by many of our competitors.

Significant Events and Transactions

Effects of the Reorganization on Our Corporate Structure

We were incorporated in March 2021 and formed for the purpose of the IPO. We are a holding company and our sole material asset is the ownershipa controlling equity interest in HoldingsNew LLC, which is also a holding company and its sole material asset is a controlling equity interest in the LLC. AllThe Company operates and controls the business and affairs of, our business is conducted through Holdings LLC, and consolidates the financial results of, Holdingsthe LLC through New LLC. We conduct our business through the LLC. As the LLC is substantively the same as New LLC, for the purpose of this discussion, we will be included inrefer to both New LLC and the consolidated financial statements of Ryan Specialty Group Holdings, Inc.

Holdings LLC has been treatedas the “LLC.”

The LLC is a limited liability company taxed as a pass-through entitypartnership for U.S. federal and state income tax purposes, and accordingly has not beenits taxable income or loss is passed through to its members, including the Company. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. federal or state income tax.corporate subsidiary. After the IPO, Holdingsthe LLC continues to be treated as a pass-through entity for U.S. federal and state income tax purposes. As a result of our ownership of LLC Common Units, in Holdings LLC, we are subject to U.S. federal, state, and local income taxes with respect to our allocable share of any taxable income of Holdingsthe LLC and are taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our operations and we will be required to make payments under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot

33
estimate the likely tax benefits we will realize as a result of future LLC Common Unit exchanges, and the resulting amounts we are likely to pay out to LLC Unitholders and Onex pursuant to the Tax Receivable Agreement; however, we estimate that such tax benefits and the related TRA payments may be substantial. We intend to cause Holdingsthe LLC to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the Tax Receivable Agreement.

33

Response to

COVID-19

An outbreak of a novel strain of the coronavirus,

COVID-19,
was recognized as a pandemic by the World Health Organization on March 11, 2020. Our leadership took decisive, timely steps to protect the health, safety, and wellbeing of our employees, their families, and trading partners by closing nearly all
in-office
operations, restricting business travel, and transitioning to a remote work environment. The investments we made in our culture, trading partner relationships, business, technology and IT team members allowed for a seamless transition. We plantransition to continuea remote work environment. Due to largely work remotely through at least September 2021 in order to best protect our RSG family. This remains subject to change as the pandemic continues to evolve. As a result of the success of our remote work operations during the pandemic, we are exploring ways in which to incorporatehave implemented remote work flexibility into our post-pandemic operating model.
model as we now have largely resumed our office operations.

While the pandemic has had a significant detrimental effect on numerous segments of the global economy, it provided opportunities for many aspects of our Wholesale Brokerage, Binding Authority, and Underwriting Management Specialties. We believe the pandemic resulted in an increased flow of submissions into the E&S market and a further hardening of E&S insurance rates (which had already been happening since 2019), thereby yielding higher premiums. As a result, many of our specialties experienced, and continue to experience, an increase in the number of accounts handled and higher premium rates, on average, thereby increasing our commissions.

Highlighting the resilience of our business, the dedication of our workforce, and the E&S market opportunities created by the pandemic, in 2020 we completed the All Risks Acquisition (the largest in our history), made substantial progress on our integration of All Risks and the Restructuring Plan (as discussed below), and realized 20.4% organic revenue growth, all in the midst of the pandemic. We managed to sustain this resilience in 2021 and through the second quarter of 2022 through the continued advancement of the integration and Restructuring Plan andPlan. For the year ended December 31, 2021 we realized 23.9% organic40.7% revenue growth forand 22.4% Organic revenue growth. For the six months ended June 30, 2021.

2022 we realized 25.2% revenue growth and 21.3% Organic revenue growth.

While we believe our business and operations have thus far performed at a high level of efficiency and achieved historic results throughout the pandemic, there are no comparable recent events which may provide guidance as to the ultimate effect of the spread of

COVID-19
and a global pandemic. As a result, the final impact of the pandemic or a similar health epidemic remains uncertain, particularly if new variants of the virus continue to develop, vaccines and boosters are not distributed at a suitable pace or prove less effective than anticipated, the global economy does not recover as expected, especially in light of current inflationary trends and/or the pandemic otherwise continues beyond current expectations. The effects could yet have a material impact on our results of operations. See “Risk Factors—Risks Related to Our Business and Industry” in our IPO ProspectusAnnual Report on Form 10-K for a discussion of the risks related to the
COVID-19
pandemic.

2020 Restructuring Plan

During the third quarter of 2020 and in conjunction with the All Risks Acquisition, we initiated the Restructuring Plan in an effort to reduce costs and increase efficiencies, streamline management reporting structures, and centralize functions across the Company to improve operating margin. The Restructuring Plan iswas initially expected to generate annual savings of $25.0 million as the plan isand be fully actioned by June 30, 2022. Initial savings began to materialize in 2020 with the full

run-rate
savings expected to be realized by June 30, 2023. Of the $25.0 million of savings, approximately 90% relates to a reduction in workforce with the remaining 10% related to lease and contract terminations. The Restructuring Plan iswas initially expected to incur cumulative
one-time
charges of between $30.0 million and $35.0 million, funded through operating cash flow. Initial savings began to materialize in 2020 with the full run-rate savings expected to be realized by June 30, 2023. As of June 30, 2022, we have completed the Restructuring Plan and we achieved $29.4 million of expected annual savings, over 90% of which relate to a reduction in workforce with the remaining related to lease and contract terminations, with cumulative one-time charges totaling $30.9 million. We expect to incur minimal remaining termination benefits and retention costs associated with the Restructuring Plan by the end of the year. Restructuring costs willwere primarily be included in Compensation and Benefitsbenefits expense with the remaining costs in General and Administrativeadministrative expense. See "Note 4,
Restructuring
5, Restructuring"of the unaudited quarterly consolidated financial statements for further discussion.
34

We began recognizing costs associated with the Restructuring Plan in the third quarter of 2020. For the three and six months ended June 30, 20212022, we incurred restructuring costs of $3.0$2.6 million and $10.0$5.7 million, respectively, and cumulative restructuring costs of $20.8$30.9 million since the inception of the plan. These costs are offset by realized respective savings of approximately $5.6$7.3 million and $10.4$14.1 million for the three months and six months ended June 30, 2021.2022, respectively. Of the cumulative $20.8$30.9 million costs, $18.5$20.8 million was workforce-related with the remaining being general and administrative costs. While the current results of the Restructuring Plan are in line with expectations, changes to the total savings estimate and timing of the Restructuring Plan may evolve as we continue to progress through the plan and evaluate other potential restructuring opportunities. The actual amounts and timing may vary significantly based on various factors.

Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to:

Pursue Strategic Acquisitions

We have successfully integrated businesses complementary to our own to increase both our distribution reach and our product and service capabilities. We continuously evaluate acquisitions and intend to further pursue targeted acquisitions that complement our product capabilities or provide us access to new markets. We have previously made, and intend to continue to make, acquisitions with

34

the objective of enhancing our human capital and product capabilities, entering natural adjacencies, and expanding our geographic footprint. Our ability to successfully pursue strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and selective acquisition strategy and our ability to effectively integrate targeted companies or assets and grow our business. We do not have agreements or commitments for any significant acquisitions at this time.

Deepen and Broaden our Relationships with Retail Broker Trading Partners

We have deep engagement with our retail broker trading partners. We believe we have the ability to transact in even greater volume with nearly all of our existing retail brokerage trading partners. For example, in 2020,2021, our revenue derived from the Top 100 firms (as ranked by Business Insurance) expanded faster than our overallOrganic revenue growth rate of 20%22.4%. Our ability to deepen and broaden relationships with our retail broker trading partners and increase sales is dependent upon a number of factors, including client satisfaction with our distribution reach and our product capabilities, competition, pricing, economic conditions, and spending on our product offerings.

Build our National Binding Authority Business

We believe there is substantial opportunity to continue to grow our binding authority business,Binding Authority Specialty, as we believe that both M&A consolidation and panel consolidation are in nascent stages in the binding authority market. Our ability to grow our binding authority businessBinding Authority Specialty is dependent upon a number of factors, including the quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution, new product offerings, the pricing and quality of our competitors’ offerings, and the growth in demand of the insurance products.

Invest in Operation and Growth

We have invested heavily invested in building a durable business that is able to adapt to the continuously evolving E&S market and intend to continue to do so. We are focused on enhancing the breadth of our product offerings as well as developing and launching new solutions to address the evolving needs of the specialty insurance industry. Our future success is dependent on our ability to successfully develop, market, and sell existing and new products to both new and existing trading partners.

35

Generate Commission Regardless of the State of the Specialty Insurance Market

We generateearn commissions, which are calculated as a percentage of the total insurance policy premium, and fees. A softening ofChanges in the insurance market or specialty lines that are our focus, characterized by a period of decliningincreasing (or declining) premium rates, could negativelypositively (or negatively) impact our profitability.

Leverage the Growth of the E&S Market

The growing relevance of the E&S market has been driven by the rapid emergence of large, complex, high-hazard, and

high-hazard
otherwise hard-to-place risks across many lines of insurance. This trend continued in 2020 and the first two quarters of 2021, with a record 3021 named storms during the 20202021 Atlantic hurricane season producing estimated damages of more than $70 billion, over 10.37.8 million acres burned through wildfires in the United States, escalating jury verdicts and social inflation, a proliferation of cyber threats, novel health risks, and the transformation of the economy to a “digital first” mode of doing business. We believe that as the complexity of the E&S market continues to escalate, wholesale brokers and managing underwriters that do not have sufficient scale, or the financial and intellectual capital to invest in the required specialty capabilities, will struggle to compete effectively. This will further the trend of market share consolidation among the wholesale firms who havewith these capabilities. We will continue to invest in our intellectual capital to innovate and offer custom solutions and products to better address changingthese evolving market fundamentals.

Address Costs of beingBeing a Public Company

As we begin to operateare in the early stages of our operation as a public company, we will be required to continue to implement changes in certain aspects of our business and develop, manage and train management level and other employees to comply with ongoing public company requirements. We will also incurhave incurred new expenses as a public company, including public reporting obligations, additional headcount, increased professional fees for accounting, proxy statements, shareholderstockholder meetings, stock exchange fees, transfer agent fees, SEC and FINRA filing fees, legal fees, franchise taxes and offeringinsurance expenses.

35

Summary of Financial Performance Highlights

 

 

Three Months Ended June 30,

 

 

Change

 

 

Six Months Ended June 30,

 

 

Change

 

(in thousands, except percentages and per share data)

 

2022

 

 

2021

 

 

$

 

 

%

 

 

2022

 

 

2021

 

 

$

 

 

%

 

GAAP financial measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

491,292

 

 

$

390,012

 

 

$

101,280

 

 

 

26.0

%

 

$

878,182

 

 

$

701,470

 

 

$

176,712

 

 

 

25.2

%

Compensation and benefits

 

 

310,058

 

 

 

236,801

 

 

 

73,257

 

 

 

30.9

 

 

 

584,331

 

 

 

451,287

 

 

 

133,044

 

 

 

29.5

 

General and administrative

 

 

48,495

 

 

 

30,685

 

 

 

17,810

 

 

 

58.0

 

 

 

90,860

 

 

 

58,230

 

 

 

32,630

 

 

 

56.0

 

Total operating expenses

 

 

385,764

 

 

 

297,750

 

 

 

88,014

 

 

 

29.6

 

 

 

729,267

 

 

 

569,365

 

 

 

159,902

 

 

 

28.1

 

Operating income

 

 

105,528

 

 

 

92,262

 

 

 

13,266

 

 

 

14.4

 

 

 

148,915

 

 

 

132,105

 

 

 

16,810

 

 

 

12.7

 

Net income

 

 

70,120

 

 

 

63,407

 

 

 

6,713

 

 

 

10.6

 

 

 

88,196

 

 

 

59,606

 

 

 

28,590

 

 

 

48.0

 

Net income attributable to Ryan Specialty Holdings, Inc.

 

 

24,501

 

 

 

63,407

 

 

 

(38,906

)

 

 

(61.4

)

 

 

31,412

 

 

 

57,156

 

 

 

(25,744

)

 

 

(45.0

)

Compensation and benefits
   expense ratio (1)

 

 

63.1

%

 

 

60.7

%

 

 

 

 

 

 

 

 

66.5

%

 

 

64.3

%

 

 

 

 

 

 

General and administrative
   expense ratio (2)

 

 

9.9

%

 

 

7.9

%

 

 

 

 

 

 

 

 

10.3

%

 

 

8.3

%

 

 

 

 

 

 

Net income margin

 

 

14.3

%

 

 

16.3

%

 

 

 

 

 

 

 

 

10.0

%

 

 

8.5

%

 

 

 

 

 

 

Earnings per share (3)

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

$

0.30

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share (3)

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

Non-GAAP financial measures*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Organic revenue growth rate

 

 

22.3

%

 

 

28.5

%

 

 

 

 

 

 

 

 

21.3

%

 

 

23.9

%

 

 

 

 

 

 

Adjusted compensation and benefits
   expense

 

$

280,827

 

 

$

220,495

 

 

$

60,332

 

 

 

27.4

%

 

$

522,157

 

 

$

412,862

 

 

$

109,295

 

 

 

26.5

%

Adjusted compensation and
   benefits expense ratio

 

 

57.2

%

 

 

56.5

%

 

 

 

 

 

 

 

 

59.5

%

 

 

58.9

%

 

 

 

 

 

 

Adjusted general and
   administrative expense

 

$

44,390

 

 

$

29,030

 

 

$

15,360

 

 

 

52.9

%

 

$

82,690

 

 

$

53,717

 

 

$

28,973

 

 

 

53.9

%

Adjusted general and
   administrative expense ratio

 

 

9.0

%

 

 

7.4

%

 

 

 

 

 

 

 

 

9.4

%

 

 

7.7

%

 

 

 

 

 

 

Adjusted EBITDAC

 

$

166,075

 

 

$

140,487

 

 

$

25,588

 

 

 

18.2

%

 

$

273,335

 

 

$

234,891

 

 

$

38,444

 

 

 

16.4

%

Adjusted EBITDAC margin

 

 

33.8

%

 

 

36.0

%

 

 

 

 

 

 

 

 

31.1

%

 

 

33.5

%

 

 

 

 

 

 

Adjusted net income

 

$

106,449

 

 

$

92,275

 

 

$

14,174

 

 

 

15.4

%

 

$

171,214

 

 

$

149,405

 

 

$

21,809

 

 

 

14.6

%

Adjusted net income margin

 

 

21.7

%

 

 

23.7

%

 

 

 

 

 

 

 

 

19.5

%

 

 

21.3

%

 

 

 

 

 

 

Adjusted diluted earnings per share

 

$

0.39

 

 

 

 

 

 

 

 

 

 

 

$

0.63

 

 

 

 

 

 

 

 

 

 

* For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits, Adjusted compensation and benefits expense 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.”

(1)
Compensation and benefits ratio is defined as Compensation and benefits expense divided by Total revenue.

36

(2)
General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.
(3)
See "Note 12, Earnings Per Share" of the unaudited quarterly consolidated financial statements for further discussion of how these metrics are calculated.
   
Three months ended

June 30,
  
Change
  
Six months ended

June 30,
  
Change
 
(in thousands, except percentages)
  
2021
  
2020
  
$
   
%
  
2021
  
2020
  
$
  
%
 
GAAP financial measures
          
Total revenue
  $ 390,012  $ 246,324  $ 143,688    58.3%  $ 701,470  $ 454,516  $ 246,954   54.3% 
Compensation and benefits
   236,801   156,811   79,990    51.0   451,287   298,113   153,174   51.4 
General and administrative
   30,685   21,868   8,817    40.3   58,230   50,385   7,845   15.6 
Total operating expenses
   297,750   188,648   109,102    57.8   569,365   370,308   199,057   53.8 
Operating income
   92,262   57,676   34,586    60.0   132,105   84,208   47,897   56.9 
Net income
   63,407   49,887   13,520    27.1   59,606   63,205   (3,599)   (5.7) 
Net income attributable to members
   63,407   49,941   13,466    27.0   57,156   62,259   (5,103)   (8.2) 
Compensation and Benefits Expense Ratio
   60.7%   63.7%      64.3%   65.6%   
General and Administrative Expense Ratio
   7.9%   8.9%      8.3%   11.1%   
Net Income Margin
   16.3%   20.3%      8.5%   13.9%   
Non-GAAP
financial measures*
          
Organic Revenue Growth Rate
   28.5%   18.5%      23.9%   23.4%   
Adjusted Compensation and Benefits Expense
  $220,495  $150,412  $70,083    46.6%  $412,862  $285,151  $127,711   44.8% 
Adjusted Compensation and Benefits Expense Ratio
   56.5%   61.1%      58.9%   62.7%   
Adjusted General and Administrative Expense
  $29,030  $17,581  $11,449    65.1%  $53,717  $44,973  $8,744   19.4% 
Adjusted General and Administrative Expense Ratio
   7.4%   7.1%      7.7%   9.9%   
Adjusted EBITDAC
  $140,487  $78,331  $62,156    79.4%  $234,891  $124,392  $110,499   88.8% 
Adjusted EBITDAC Margin
   36.0%   31.8%      33.5%   27.4%   
Adjusted Net Income
  $92,275  $53,181  $39,094    73.5%  $149,405  $81,015  $68,390   84.4% 
Adjusted Net Income Margin
   23.7%   21.6%      21.3%   17.8%   
36
*
For a definition and a reconciliation of Organic Revenue Growth Rate, Adjusted Compensation and Benefits, Adjusted Compensation and Benefits Expense Ratio, Adjusted General and Administrative Expense, Adjusted General and Administrative Expense Ratio, Adjusted EBITDAC, Adjusted EBITDAC Margin, Adjusted Net Income, and Adjusted Net Income Margin, to the most comparable GAAP measure, see
“Non-GAAP
Financial Measures and Key Performance Indicators.”

Comparison of the Three Months Ended June 30, 20212022 and 2020

2021

•
Revenue increased $143.7$101.3 million or 58.3%26.0% period-over-period to $390.0$491.3 million.
•
Compensation and benefits expense increased $80.0$73.3 million, or 51.0%,30.9% period-over-period, and the Compensation and Benefits Expense Ratio decreased 3.0%benefits expense ratio increased 2.4%, from 63.7%60.7% to 60.7% period-over-period.
63.1%.
•
General and administrative expense increased $8.8$17.8 million, or 40.3%,58.0% period-over-period, and the General and Administrative Expense Ratio decreased 1.0%administrative expense ratio increased 2.0%, from 8.9%7.9% to 7.9% period-over-period.
9.9%.
•
OperatingTotal operating expenses increased $109.1$88.0 million or 57.8%29.6% period-over-period to $297.8$385.8 million.
•
Operating income increased 60.0%$13.3 million period-over-period to $92.3$105.5 million.
•
Net Incomeincome increased by 27.1%$6.7 million to $63.4, or $13.5 million period-over-period.
period-over-period to $70.1 million.
•
Net Income Marginincome margin was 16.3%14.3% for the quarter, compared to 20.3%16.3% in the same quarter last year.
•
Earnings per share and Diluted earnings per share were $0.23 and $0.22, respectively, for the three months ended June 30, 2022.
•
Organic Revenue Growth Raterevenue growth rate for the quarter was 28.5%22.3%, compared to 18.5%28.5% in the same quarter last year—see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted Compensationcompensation and Benefits Expensebenefits expense increased $70.1$60.3 million, or 46.6%,27.4% period-over-period, and the Adjusted Compensationcompensation and Benefits Expense Ratio decreased 4.6%benefits expense ratio increased 0.7% from 61.1%56.5% to 56.5% period-over-period57.2% – see “Non-GAAP“Non-GAAP Financial Measures and Key Performance Indicators” for further information.
•
Adjusted Generalgeneral and Administrative Expenseadministrative expense increased $11.4$15.4 million, or 65.1%,52.9% period-over-period, and the Adjusted Generalgeneral and Administrative Expense Ratioadministrative expense ratio increased 0.3%1.6% from 7.1%7.4% to 7.4% period-over-period9.0% – see “Non-GAAP“Non-GAAP Financial Measures and Key Performance Indicators” for further information.
•
Adjusted EBITDAC increased 79.4%18.2% period-over-period to $140.5$166.1 million—see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted EBITDAC Margin increasedmargin decreased 2.2% period-over-period from 36.0% to 36.0% from 31.8% period-over-period—33.8% — see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted Net Income and Adjusted Net Income Marginnet income increased 15.4% period-over-period to $92.3$106.4 million and 23.7%, respectively, from $53.2 million and 21.6% period-over-period—— see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted net income margin decreased 2.0% period-over-period from 23.7% to 21.7% — see “Non-GAAP Financial Measures and Key Performance Indicators” for further information.
•
37Adjusted diluted earnings per share was $0.39 for the three months ended June 30, 2022—see “Non-GAAP Financial Measures and Key Performance Indicators” for further information.

Comparison of the Six Months Ended June 30, 20212022 and 2020

2021

•
Revenue increased $247.0$176.7 million or 54.3% year-over-year25.2% period-over-period to $701.5$878.2 million.
•
Compensation and benefits expense increased $153.2$133.0 million, or 51.4%,29.5% period-over-period, and the Compensation and Benefits Expense Ratio decreased 1.3%benefits expense ratio increased 2.2%, from 65.6%64.3% to 64.3% period-over-period.
66.5%.
•
General and administrative expense increased $7.8$32.6 million, or 15.6%,56.0% period-over-period, and the General and Administrative Expense Ratio decreased 2.8%administrative expense ratio increased 2.0%, from 11.1%8.3% to 8.3% period-over-period.
10.3%.
•
OperatingTotal operating expenses increased $199.1$159.9 million or 53.8% year-over-year28.1% period-over-period to $569.4$729.3 million.
•
Operating income increased 56.9% year-over-year$16.8 million period-over-period to $132.1$148.9 million.
•
Net income increased by $28.6 million to period-over-period to $88.2 million.
•
Net Income decreased by 5.7% to $59.6 millionincome margin was 10.0% for the period, compared to the six months ended June 30, 2020.
Net Income Margin was 8.5% for the six months, compared to 13.9% forin the same period in the priorlast year.

37

•
Organic Revenue Growth Rate was 23.9%Earnings per share and Diluted earnings per share were $0.30 and $0.28, respectively, for the six months ended June 30, 2021,2022.
•
Organic revenue growth rate for the period was 21.3%, compared to 23.4% for23.9% in the same period in the priorlast year—see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted Compensationcompensation and Benefits Expensebenefits expense increased $127.7$109.3 million, or 44.8%26.5% period-over-period, and the adjusted CompensationAdjusted compensation and Benefits Expense Ratio decreased 3.8%benefits expense ratio increased 0.6% from 62.7%59.5% to 58.9% period-over-period – see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted Generalgeneral and Administrative Expenseadministrative expense increased $8.7$29.0 million, or 19.4%,53.9% period-over-period, and the Adjusted Generalgeneral and Administrative Expense Ratio decreased 2.2%administrative expense ratio increased 1.7% from 9.9%7.7% to 7.7% period-over-period9.4% – see “Non-GAAP“Non-GAAP Financial Measures and Key Performance Indicators” for further information.
•
Adjusted EBITDAC increased 88.8% year-over-year16.4% period-over-period to $234.9$273.3 million—see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted EBITDAC Margin increasedmargin decreased 2.4% period-over-period from 33.5% to 33.5% from 27.4% year-over-year—31.1% — see
“Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
•
Adjusted net income increased 14.6% period-over-period to $171.2 million — see “Non-GAAP Financial Measures and Key Performance Indicators” for further information.
•
Adjusted Net Incomenet income margin decreased 1.8% period-over-period from 21.3% to 19.5% — see “Non-GAAP Financial Measures and Key Performance Indicators” for further information.
•
Adjusted Net Income Margin increased to $149.4 million and 21.3%, respectively, from $81.0 million and 17.8%diluted earnings per share was $0.63 for the six months ended June 30, 2021 compared to the same period in 2020—see
2022 —see “Non-GAAP
Financial Measures and Key Performance Indicators” for further information.
38

Components of Results of Operations

Revenue

Net Commissions and Fees

Net commissions and fees are derived primarily by commissions from our three Specialties whichand are calculated as a percentage of the total insurance policy premium. We are paid commissions for our role as an intermediary in facilitating the placement of coverage in the insurance distribution chain. In our Wholesale Brokerage and Binding Authority Specialties, we generally work with retail insurance brokers to secure insurance coverage for their clients, who are the ultimate insured party. In our Underwriting Management Specialty, we generally work with retail insurance brokers and often other wholesale brokers to secure insurance coverage for the ultimate insured party. OurNet commissions and fees are usuallygenerally calculated as a percentage of the total insurance policy premium paid by the insured and generally dependplaced, but we also receive supplemental commissions based on the typevolume placed or profitability of insurance, the carriers involved and the naturea book of the services we provide in a given transaction.business. We share a portion of these commissions with the retail insurance broker and recognize revenue on a net basis. Additionally, carriers may also pay us a contingent commission or volume-based commission, both of which represent forms of contingent or supplemental consideration associated with the placement of coverage and are based primarily on underwriting results, but may also contain considerations for only volume, growth and/or retention. Although we have compensation arrangements called contingent commissions in all three Specialties that are based in whole or in part on the underwriting performance, we do not take any direct insurance risk other than through our equity method investment in Geneva Re through Ryan Investment Holdings, LLC (“RIH”). We also receive loss mitigation and other fees, thatsome of which are not dependent on the placement of a risk.

In our Wholesale Brokerage and Binding Authority Specialties, we generally work with retail insurance brokers to secure insurance coverage for their clients, who are the ultimate insured party. Our Wholesale Brokerage and Binding Authority Specialties generate revenues through commissions and fees, as well as through supplemental commissions, which may be contingent commissions or volume-based commissions, from clients. Commission rates and fees vary depending upon several factors, which may include the amount of premium, the type of insurance coverage provided, the particular services provided to a client or carrier, and the capacity in which we act. Payment terms are consistent with current industry practice.

In our Underwriting Management Specialty, we generally work with retail insurance brokers and often other wholesale brokers to secure insurance coverage for the ultimate insured party. Our Underwriting Management Specialty generates revenues through commissions and fees and through contingent commissions from clients. Commission rates and fees vary depending upon several factors including the premium, the type of coverage, and additional services provided to the client. Payment terms are consistent with current industry practice.

Fiduciary Investment Income

38

Fiduciary investment income consists of interest earned on insurance premiums and surplus lines taxes that are held in a fiduciary capacity, in cash, and cash equivalents, until disbursed.

Expenses

Compensation and Benefits Expense

Compensation and benefits is our largest expense. It consists of (i) salary, incentives and benefits paid and payable to employees, and commissions paid and payable to our producers; and (ii) equity-based compensation associated with the grants of profits interest awards to employees executive officers and executives.directors. We operate in competitive markets for human capital and we need to maintain competitive compensation levels as we expand geographicallyin order to maintain and create new products and services.

39
grow our talent base.

General and Administrative Expense

General and administrative expense includes travel and entertainment expenses, office expenses, accounting, legal, insurance and other professional fees, and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

Amortization Expense

Amortization expense consists primarily of amortization related to intangible assets we acquired in connection with our acquisitions. Intangible assets consist of customer relationships, trade names, and internally developed software.

Interest Expense,

Net

Interest expense, net consists of interest payable on indebtedness, amortization of the Company's interest rate cap, imputed interest on finance leases and contingent consideration, and amortization of deferred debt issuance costs.

costs, offset by interest income on the Company's Cash & cash equivalents balances.

Other

Non-Operating
(Loss) Income
Loss (Income)

In 2022, Other

non-operating
(loss) income loss (income) includes a change related to the TRA liability caused by an update in our blended state tax rates. In 2021, Other non-operating loss includes the change in fair value of the embedded derivatives on the redeemable Class BRedeemable Preferred Units. This change in fair value is due to the increased likelihoodoccurrence of a Realization Event in the third quarter of 2021, which iswas defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. It also includes the change in fair value of interest rate swaps which were extinguished in 2020 and the expense associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt in the first quarter of 2021.

Income Tax Expense

Income tax expense includes tax on the Company's allocable share of any net taxable income from the LLC, from certain state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign subsidiaries and

C-Corps
C-Corporations subject to entity level taxation.

Non-Controlling

Interest
Our historical

For the periods prior to March 31, 2021, our financial statements include the

non-controlling
interest related to the net income attributable to Ryan Re.
40
Post-IPO, we report a non-controlling interest based on the LLC Common Units not owned by the Company. Net income and Other comprehensive income (loss) is attributed to the non-controlling interests based on the weighted average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of Income. Refer to Note 10, Stockholders' and Members' Equity of the unaudited quarterly consolidated financial statements for more information.

39

Results of Operations

Below is a summary table of the financial results and

Non-GAAP
measures that we find relevant to our business operations:
   
Three months ended

June 30,
  
Change
  
Six months ended

June 30,
  
Change
 
(in thousands, except percentages)
  
2021
  
2020
  
$
  
%
  
2021
  
2020
  
$
  
%
 
Revenue
         
Net commissions and fees
  $ 389,846  $ 246,065  $ 143,781   58.4%  $ 701,190  $ 453,150  $ 248,040   54.7% 
Fiduciary investment income
   166   259   (93)   (35.9)   280   1,366   (1,086)   (79.5) 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Total revenue
  
$
390,012
 
 
$
246,324
 
 
$
143,688
 
 
 
58.3 
% 
 
$
701,470
 
 
$
454,516
 
 
$
246,954
 
 
 
54.3
% 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Expenses
         
Compensation and benefits
   236,801   156,811   79,990   51.0   451,287   298,113   153,174   51.4 
General and administrative
   30,685   21,868   8,817   40.3   58,230   50,385   7,845   15.6 
Amortization
   27,319   9,118   18,201   199.6   55,113   19,149   35,964   187.8 
Depreciation
   1,222   851   371   43.6   2,422   1,629   793   48.7 
Change in contingent consideration
   1,723   —     1,723   NM   2,313   1,032   1,281   124.1 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Total operating expenses
  
$
297,750
 
 
$
188,648
 
 
$
109,102
 
 
 
57.8 
% 
 
$
569,365
 
 
$
370,308
 
 
$
199,057
 
 
 
53.8
% 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Operating income
  
$
92,262
 
 
$
57,676
 
 
$
34,586
 
 
 
60.0 
% 
 
$
132,105
 
 
$
84,208
 
 
$
47,897
 
 
 
56.9
% 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Interest expense
   18,986   6,759   12,227   180.9   39,031   15,436   23,595   152.9 
Income from equity method investment in related party
   353   —     353   NM   434   87   347   NM 
Other
non-operating
(loss) income
   (7,890)   555   (8,445)   NM   (29,336)   (2,492)   (26,844)   NM 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Income before income taxes
  
$
65,739
 
 
$
51,472
 
 
$
14,267
 
 
 
27.7
% 
 
$
64,172
 
 
$
66,367
 
 
$
(2,195
) 
 
 
(3.3
)% 
Income tax expense
   2,332   1,585   747   41.7   4,566   3,162   1,404   44.4 
Net income
  
$
63,407
 
 
$
49,887
 
 
$
13,520
 
 
 
27.1
% 
 
$
59,606
 
 
$
63,205
 
 
$
(3,599
) 
 
 
(5.7
)% 
Net income (loss) attributable to
non-controlling
interests, net of tax
   —   (54)   54   NM   2,450   946   1,504   159.0 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
Net income attributable to members
  
$
63,407
 
 
$
49,941
 
 
$
13,466
 
 
 
27.0
% 
 
$
57,156
 
 
$
62,259
 
 
$
(5,103
) 
 
 
(8.2
)% 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
 
GAAP financial measures
         
Revenue
  $390,012  $246,324  $143,688   58.3%  $701,470  $454,516  $246,954   54.3% 
Compensation and benefits
   236,801   156,811   79,990   51.0   451,287   298,113   153,174   51.4 
General and administrative
   30,685   21,868   8,817   40.3   58,230   50,385   7,845   15.6 
Net Income
  $63,407  $49,887  $13,520   27.1%  $59,606  $63,205  $(3,599)   (5.7)% 
Compensation and Benefits Expense Ratio
   60.7%   63.7%     64.3%   65.6%   
General and Administrative Expense Ratio
   7.9%   8.9%     8.3%   11.1%   
Net Income Margin
   16.3%   20.3%     8.5%   13.9%   
Non-GAAP
financial measures*
         
Organic Revenue Growth Rate
   28.5%   18.5%     23.9%   23.4%   
Adjusted Compensation and Benefits Expense
  $220,495  $150,412  $70,083   46.6%  $412,862  $285,151  $127,711   44.8% 
41

 

 

Three Months Ended June 30,

 

 

Change

 

 

Six Months Ended June 30,

 

 

Change

 

(in thousands, except percentages and per share data)

 

2022

 

 

2021

 

 

$

 

 

%

 

 

2022

 

 

2021

 

 

$

 

 

%

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net commissions and fees

 

$

490,227

 

 

$

389,846

 

 

$

100,381

 

 

 

25.7

%

 

$

876,908

 

 

$

701,190

 

 

$

175,718

 

 

 

25.1

%

Fiduciary investment income

 

 

1,065

 

 

 

166

 

 

 

899

 

 

 

541.6

 

 

 

1,274

 

 

 

280

 

 

 

994

 

 

 

355.0

 

Total revenue

 

$

491,292

 

 

$

390,012

 

 

$

101,280

 

 

 

26.0

%

 

$

878,182

 

 

$

701,470

 

 

$

176,712

 

 

 

25.2

%

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and benefits

 

 

310,058

 

 

 

236,801

 

 

 

73,257

 

 

 

30.9

 

 

 

584,331

 

 

 

451,287

 

 

 

133,044

 

 

 

29.5

 

General and administrative

 

 

48,495

 

 

 

30,685

 

 

 

17,810

 

 

 

58.0

 

 

 

90,860

 

 

 

58,230

 

 

 

32,630

 

 

 

56.0

 

Amortization

 

 

26,233

 

 

 

27,319

 

 

 

(1,086

)

 

 

(4.0

)

 

 

52,896

 

 

 

55,113

 

 

 

(2,217

)

 

 

(4.0

)

Depreciation

 

 

1,229

 

 

 

1,222

 

 

 

7

 

 

 

0.6

 

 

 

2,440

 

 

 

2,422

 

 

 

18

 

 

 

0.7

 

Change in contingent consideration

 

 

(251

)

 

 

1,723

 

 

 

(1,974

)

 

 

(114.6

)

 

 

(1,260

)

 

 

2,313

 

 

 

(3,573

)

 

-154.5

 

Total operating expenses

 

$

385,764

 

 

$

297,750

 

 

$

88,014

 

 

 

29.6

%

 

$

729,267

 

 

$

569,365

 

 

$

159,902

 

 

 

28.1

%

Operating income

 

$

105,528

 

 

$

92,262

 

 

$

13,266

 

 

 

14.4

%

 

$

148,915

 

 

$

132,105

 

 

$

16,810

 

 

 

12.7

%

Interest expense, net

 

 

24,846

 

 

 

18,986

 

 

 

5,860

 

 

 

30.9

 

 

 

46,598

 

 

 

39,031

 

 

 

7,567

 

 

 

19.4

 

(Income) loss from equity method investment in related party

 

 

16

 

 

 

(353

)

 

 

369

 

 

 

(104.5

)

 

 

558

 

 

 

(434

)

 

 

992

 

 

 

(228.6

)

Other non-operating loss (income)

 

 

(622

)

 

 

7,890

 

 

 

(8,512

)

 

 

(107.9

)

 

 

6,898

 

 

 

29,336

 

 

 

(22,438

)

 

 

(76.5

)

Income before income taxes

 

$

81,288

 

 

$

65,739

 

 

$

15,549

 

 

 

23.7

%

 

$

94,861

 

 

$

64,172

 

 

$

30,689

 

 

 

47.8

%

Income tax expense

 

 

11,168

 

 

 

2,332

 

 

 

8,836

 

 

 

378.9

 

 

 

6,665

 

 

 

4,566

 

 

 

2,099

 

 

 

46.0

 

Net income

 

$

70,120

 

 

$

63,407

 

 

$

6,713

 

 

 

10.6

%

 

$

88,196

 

 

$

59,606

 

 

$

28,590

 

 

 

48.0

%

GAAP financial measures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

491,292

 

 

$

390,012

 

 

$

101,280

 

 

 

26.0

%

 

$

878,182

 

 

$

701,470

 

 

$

176,712

 

 

 

25.2

%

Compensation and benefits

 

 

310,058

 

 

 

236,801

 

 

 

73,257

 

 

 

30.9

 

 

 

584,331

 

 

 

451,287

 

 

 

133,044

 

 

 

29.5

 

General and administrative

 

 

48,495

 

 

 

30,685

 

 

 

17,810

 

 

 

58.0

 

 

 

90,860

 

 

 

58,230

 

 

 

32,630

 

 

 

56.0

 

Net income

 

$

70,120

 

 

$

63,407

 

 

$

6,713

 

 

 

10.6

%

 

$

88,196

 

 

$

59,606

 

 

$

28,590

 

 

 

48.0

%

Compensation and benefits expense ratio

 

 

63.1

%

 

 

60.7

%

 

 

 

 

 

 

 

 

66.5

%

 

 

64.3

%

 

 

 

 

 

 

General and administrative expense ratio

 

 

9.9

%

 

 

7.9

%

 

 

 

 

 

 

 

 

10.3

%

 

 

8.3

%

 

 

 

 

 

 

Net income margin

 

 

14.3

%

 

 

16.3

%

 

 

 

 

 

 

 

 

10.0

%

 

 

8.5

%

 

 

 

 

 

 

Earnings per share

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

$

0.30

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

$

0.28

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Change

 

 

Six Months Ended June 30,

 

 

Change

 

(in thousands, except percentages and per share data)

 

2022

 

 

2021

 

 

$

 

 

%

 

 

2022

 

 

2021

 

 

$

 

 

%

 

Non-GAAP financial measures*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Organic revenue growth rate

 

 

22.3

%

 

 

28.5

%

 

 

 

 

 

 

 

 

21.3

%

 

 

23.9

%

 

 

 

 

 

 

Adjusted compensation and benefits expense

 

$

280,827

 

 

$

220,495

 

 

$

60,332

 

 

 

27.4

%

 

$

522,157

 

 

$

412,862

 

 

$

109,295

 

 

 

26.5

%

Adjusted compensation and benefits expense ratio

 

 

57.2

%

 

 

56.5

%

 

 

 

 

 

 

 

 

59.5

%

 

 

58.9

%

 

 

 

 

 

 

Adjusted general and administrative expense

 

$

44,390

 

 

$

29,030

 

 

$

15,360

 

 

 

52.9

%

 

$

82,690

 

 

$

53,717

 

 

$

28,973

 

 

 

53.9

%

Adjusted general and administrative expense ratio

 

 

9.0

%

 

 

7.4

%

 

 

 

 

 

 

 

 

9.4

%

 

 

7.7

%

 

 

 

 

 

 

Adjusted EBITDAC

 

$

166,075

 

 

$

140,487

 

 

$

25,588

 

 

 

18.2

%

 

$

273,335

 

 

$

234,891

 

 

$

38,444

 

 

 

16.4

%

Adjusted EBITDAC margin

 

 

33.8

%

 

 

36.0

%

 

 

 

 

 

 

 

 

31.1

%

 

 

33.5

%

 

 

 

 

 

 

Adjusted net income

 

$

106,449

 

 

$

92,275

 

 

$

14,174

 

 

 

15.4

%

 

$

171,214

 

 

$

149,405

 

 

$

21,809

 

 

 

14.6

%

Adjusted net income margin

 

 

21.7

%

 

 

23.7

%

 

 

 

 

 

 

 

 

19.5

%

 

 

21.3

%

 

 

 

 

 

 

Adjusted diluted earnings per share

 

$

0.39

 

 

 

 

 

 

 

 

 

 

 

$

0.63

 

 

 

 

 

 

 

 

 

 

* These measures are Non-GAAP. Please refer to the section entitled “Non-GAAP Financial Measures and Key Performance Indicators” below for definitions and reconciliations to the most directly comparable GAAP measure.

40

   
Three months ended

June 30,
  
Change
  
Six months ended

June 30,
  
Change
 
(in thousands, except percentages)
  
2021
  
2020
  
$
   
%
  
2021
  
2020
  
$
   
%
 
Adjusted Compensation and Benefits Expense Ratio
   56.5%   61.1%      58.9%   62.7%    
Adjusted General and Administrative Expense
  $29,030  $17,581  $11,449    65.1%  $53,717  $44,973  $8,744    19.4% 
Adjusted General and Administrative Expense Ratio
   7.4%   7.1%      7.7%   9.9%    
Adjusted EBITDAC
  $ 140,487  $ 78,331  $ 62,156    79.4%  $ 234,891  $ 124,392  $ 110,499    88.8% 
Adjusted EBITDAC Margin
   36.0%   31.8%      33.5%   27.4%    
Adjusted Net Income
  $92,275  $53,181  $39,094    73.5%  $149,405  $81,015  $68,390    84.4% 
Adjusted Net Income Margin
   23.7%   21.6%      21.3%   17.8%    
*
These measures are
Non-GAAP.
Please refer to the section entitled
“Non-GAAP
Financial Measures and Key Performance Indicators” below for definitions and reconciliations to the nearest GAAP measure.
42

Comparison of the Three Months Ended June 30, 20212022 and 2020

2021

Revenue

Net Commissions and Fees

Net commissions and fees increased by $143.8$100.4 million or 58.4%25.7% from $246.1$389.8 million to $389.8$490.2 million for the three months ended June 30, 20212022 as compared to the same period in the prior year. The two main drivers of the revenue increase are 30.3%22.3% of organic revenue growth and 2.8% growth from the All Risks AcquisitionKeystone and 28.5% of organic revenue growth.

   
Three months ended June 30,
        
(in thousands, except percentages)
  
2021
   
% of

total
  
2020
   
% of

total
  
Change
 
Wholesale Brokerage
  $ 255,959    65.7%  $ 172,118    70.0%  $83,841    48.7% 
Binding Authorities
   53,596    13.7   31,561    12.8   22,035    69.8 
Underwriting Management
   80,291    20.6   42,386    17.2   37,905    89.4 
  
 
 
    
 
 
    
 
 
   
 
 
 
Total Net commissions and fees
  
$
389,846
 
   
$
246,065
 
   
$
 143,781
 
  
 
58.4 
% 
  
 
 
    
 
 
    
 
 
   
 
 
 
Crouse acquisitions.

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

(in thousands, except percentages)

 

2022

 

 

% of
total

 

 

2021

 

 

% of
total

 

 

Change

 

Wholesale Brokerage

 

$

329,225

 

 

 

67.2

%

 

$

255,959

 

 

 

65.7

%

 

$

73,266

 

 

 

28.6

%

Binding Authorities

 

 

59,751

 

 

 

12.2

 

 

 

53,596

 

 

 

13.7

 

 

 

6,155

 

 

 

11.5

 

Underwriting Management

 

 

101,251

 

 

 

20.6

 

 

 

80,291

 

 

 

20.6

 

 

 

20,960

 

 

 

26.1

 

Total net commissions and fees

 

$

490,227

 

 

 

 

 

$

389,846

 

 

 

 

 

$

100,381

 

 

 

25.7

%

Wholesale Brokerage net commissions and fees increased by $83.8$73.3 million or 48.7%28.6% period-over-period, primarily due to strong organic growth within this specialty for the quarter as well as contributions from the All Risks Acquisition.

Crouse acquisition.

Binding Authority net commissions and fees increased by $22.0$6.2 million or 69.8%11.5% period-over-period, primarily due to strong organic growth within the specialty andfor the quarter as well as contributions from the All Risks Acquisition.

Crouse acquisition.

Underwriting Management net commissions and fees increased by $37.9$21.0 million or 89.4%26.1% period-over-period, primarily due to strong organic growth within the specialty andfor the quarter as well as contributions from the All Risks Acquisition.

Keystone acquisition.

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

   
Three months ended June 30,
       
(in thousands, except percentages)
  
2021
   
% of

total
  
2020
   
% of

total
  
Change
 
Net commissions and policy fees
  $ 378,120    97.0%  $ 236,184    96.0%  $ 141,936   60.1% 
Supplemental and contingent commissions
   6,146    1.6   6,937    2.8   (791)   (11.4) 
Loss mitigation and other fees
   5,580    1.4   2,944    1.2   2,636   89.5 
  
 
 
    
 
 
    
 
 
  
 
 
 
Total Net commissions and fees
  
$
389,846
 
   
$
246,065
 
   
$
143,781
 
 
 
58.4 
% 
  
 
 
    
 
 
    
 
 
  
 
 
 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

(in thousands, except percentages)

 

2022

 

 

% of
total

 

 

2021

 

 

% of
total

 

 

Change

 

Net commissions and policy fees

 

$

468,413

 

 

 

95.6

%

 

$

378,120

 

 

 

97.0

%

 

$

90,293

 

 

 

23.9

%

Supplemental and contingent commissions

 

 

13,953

 

 

 

2.8

 

 

 

6,146

 

 

 

1.6

 

 

 

7,807

 

 

 

127.0

 

Loss mitigation and other fees

 

 

7,861

 

 

 

1.6

 

 

 

5,580

 

 

 

1.4

 

 

 

2,281

 

 

 

40.9

 

Total net commissions and fees

 

$

490,227

 

 

 

 

 

$

389,846

 

 

 

 

 

$

100,381

 

 

 

25.7

%

Net commissions and policy fees grew 60.1% just ahead of23.9%, slightly lower than the overall net commissions and fee revenue growth of 58.4%25.7% for the three months ended June 30, 20212022 as compared to the same period in the prior year. The main drivers of this growth continue to be the acquisition of new business and expansion of ongoing client relationships in response to the increasing demand for new, complex E&S products as well as the inflow of risks from the admitted market into the E&S market. In aggregate, we experienced marginal but not material increases instable commission rates. Net commissions and policy fees continue to represent more than 90% of total net commissions and fees period-over-period.

rates period over period.

Supplemental and contingent commissions decreased 11.4%increased 127.0% period-over-period driven by the performance of risks placed on eligible business partially offset by the addition to the supplemental and contingent commissions contributed by the All Risks Acquisition. Supplemental and contingent commissions continue to represent less than 10% of total commissions and fees period-over-period.

earning profit-based or volume-based commissions.

Loss mitigation and other fees grew 89.5%40.9% period-over-period primarily due to increased capital markets activitycaptive management and other risk management service fees from the placement of alternative risk insurance solutions in 2021. These fees continue to represent less than 2% of total net commissions and fees period-over-period.

43
2022.

Expenses

Compensation and Benefits Expense

Compensation and benefits expense increased by $80.0$73.3 million or 51.0%30.9% from $156.8$236.8 million to $236.8$310.1 million for the three months ended June 30, 20212022 compared to the same period in 2020.2021. The following were the principal drivers of this increase:

•
Commissions increased $33.9 million or 28.3% period-over-period, driven by the 25.7% increase in Net Commissions and Fees discussed above;

41

•
A $14.1 million increase from IPO related compensation expense, which reflects charges associated with both the revaluation of existing equity grants at the time of our IPO as well as expense related to the new awards issued in connection with the IPO. The expense associated with both the revaluation of existing awards as well as the issuance of new equity awards both directly relate to the Organizational Transactions and IPO, however amounts related to each will continue to be expensed over future periods as the underlying awards vest;
•
HeadcountThe remaining $25.3 million period-over-period increase was driven by (i) the addition of 315 employees compared to the same period prior year, and (ii) growth in the business. Overall headcount increased to 3,3753,690 full-time employees as of June 30, 20212022 from 2,4823,375 as of June 30, 2020, or 36.0%, primarily as a result of the All Risks Acquisition;2021.
Commissions increased $45.4 million or 61.1% period-over-period, driven by the 58.4%

The increase in total Net CommissionsCompensation and Fees discussed above; and

An $8.6 million impact from acquisition related long-term incentive compensation, reflecting our assumption of obligations in the All Risks Acquisition. All Risks had previously established various performance and service based long-term incentive plans for executives, producers and key employees which provided that upon a change of control event, the aggregate amount payable under each plan would be calculated and fixed upon close of the change of control event. We expect to recognize acquisition related long-term incentive compensationbenefits expense of approximately $33.0 million for the twelve months ended 2021 and an aggregate of approximately $25.0 million thereafter.
This expense increase was partially offset by $3.2$6.1 million of net savings related to the Restructuring Plan, representingwhich represents approximately $5.4$6.6 million of work-force related savings less
one-time
work-force related expense of $2.2$0.5 million for the three months ended June 30, 20212022 (see “Significant“Significant Events and Transactions—2020 Restructuring Plan” for further information).

The net impact of revenue growth and the factors above resulted in a Compensation and Benefits Expense Ratio improvementbenefits expense ratio increase of 3.0%2.4% from 63.7%60.7% to 60.7%63.1% period-over-period.

We expect to continue to experience a general rise in commissions, salaries, incentives and benefits expense commensurate with our expected growth in business volume, revenue, and headcount.

General and Administrative Expense

General and administrative expense includes travel and entertainment expenses, office expenses, accounting, legal and other professional fees, and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

General and administrative expense increased by $8.8$17.8 million or 40.3%58.0% from $21.9$30.7 million to $30.7$48.5 million for the three months ended June 30, 20212022 as compared to the same period in the prior year. A main driver of this increase was $2.9$7.8 million of increased travel and entertainment expense as travel restrictions associated with the pandemic began to lift compared to the same period in 2020.2021. Insurance expense contributed $2.4 million to the period-over-period increase due to increased costs associated with being a public company. Lastly, we recognized an additional $2.0 million of Restructuring costs within General and administrative expense for the three months ended June 30, 2022 compared to the same period in the prior year. The remaining increase of $5.6 million was driven by growth in the business. Such expenses incurred to accommodate both organic and inorganic revenue expansion and the All Risks Acquisition, such asgrowth include IT, professional services, occupancy, and insurance, partially offset by a $3.1 million decrease in acquisition-related expense.

professional services. The net impact of revenue growth and the factors listed above resulted in a General and Administrative Expense Ratio improvementadministrative expense ratio increase of 1.0%2.0% from 8.9%7.9% to 7.9%9.9% period-over-period.

Amortization Expense

Amortization expense increaseddecreased by $18.2$1.1 million or 199.6%(4.0)% from $9.1$27.3 million to $27.3$26.2 million for the three months ended June 30, 20212022 compared to the same period in the prior year. The main driver was approximately $19.2 million of amortization fromfor the decrease is certain previously acquired intangibles from the All Risks Acquisition.intangible assets became fully amortized. Our intangible assets increaseddecreased by $401.7$28.1 million when comparing the balance as of June 30, 20212022 to the balance as compared toof June 30, 2020.

44
2021.

Interest Expense,

Net

Interest expense, net increased $12.2$5.9 million or 180.9%30.9% from $6.8$19.0 million to $19.0$24.8 million for the three months ended June 30, 20212022 compared to the same period in the prior year. The main driver of the change in interestInterest expense, net for the three months ended June 30, 20212022 was driven by the $890.2issuance of $400.0 million increase in total debt, which was undertaken in connectionof senior secured notes on February 3, 2022. On April 7, 2022 the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company’s Term Loan for an upfront cost of $25.5 million. The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and terminates on December 31, 2025. For the twelve months ended December 31, 2022 we expect to incur approximately $4.0 million of interest expense associated with the All Risks Acquisition completed in September 2020.

upfront cost amortization of the cap. For the twelve months ended December 31, 2023, 2024, and 2025 we expect to incur approximately $7.0 million of interest expense related to the cap.

Other

Non-Operating
(Loss) Income
Loss (Income)

Other

non-operating
(loss) income loss (income) decreased by $8.4$8.5 million to a lossincome of $7.9$0.6 million for the three months ended June 30, 20212022 as compared to incomea loss of $0.5$7.9 million in the same period in the prior year. The main driver ofFor the three months ended June 30, 2022 Other non-operating loss was(income) includes a $(0.5) million change in the TRA liability caused by an update in our blended state tax rates. For the three months ended June 30, 2021 Other non-operating loss includes a $8.0 million change in the fair value of the embedded derivatives of our redeemable Class BRedeemable Preferred Units. This embedded derivative is a make whole penalty payable if the redeemable Class B Preferred Units are redeemed in less than five years from the anniversary of the issuance date. We issued 150,000 of redeemable Class B Preferred Units containing this make whole penalty in 2018 and 110,000 of redeemable Class B Preferred Units containing this make whole penalty in 2020. The resulting loss recorded as of June 30, 2021 is primarily related to the recognition of a charge that represents the present value of a probability weighted expense for the make whole penalty of both issuances of redeemable Class B Preferred Units.

42

Income beforeBefore Income Taxes

Due to the factors above, Income (loss) before income taxes increased $14.3$15.5 million or 27.7% from a profit of $51.5$65.7 million to a profit of $65.7$81.3 million for the three months ended June 30, 20212022 compared to the same period in the prior year.

Income Tax Expense

Income tax expense increased $0.7$8.8 million or 41.7% from $1.6$2.3 million to $2.3$11.2 million for the three months ended June 30, 20212022 as compared to the same period in the prior year due to an increase in the Company’s allocable share of net taxable income from the LLC for the three months ended June 30, 2022. The Company did not have net taxable income from the LLC for the three months ended June 30, 2021 as a resultthe Company was formed for the purposes of increased earningsthe IPO, which occurred in our foreign subsidiaries subject to entity level taxation.

the third quarter of 2021.

Net Income

Net income increased $13.5$6.7 million or 27.1% from a profit of $49.9$63.4 million to a profit of $63.4$70.1 million for the three months ended June 30, 20212022 compared to the same period in the prior year as a result of the factors described above.

Comparison of the Six Months Ended June 30, 20212022 and 2020

2021

Revenue

Net Commissions and Fees

Net commissions and fees increased by $248.0$175.7 million or 54.7%25.1% from $453.2$701.2 million to $701.2$876.9 million for the six months ended June 30, 2022 as compared to the same period in 2021 period-over-period.the prior year. The two main drivers of the revenue increase are 30.8%21.3% of organic revenue growth and 3.1% growth from the All Risks AcquisitionKeystone and 23.9% of organic revenue growth.

45
   
Six months ended June 30,
        
(in thousands, except percentages)
  
2021
   
% of

total
  
2020
   
% of

total
  
Change
 
Wholesale Brokerage
  $447,083    63.8%  $306,222    67.6%  $140,861    46.0% 
Binding Authorities
   108,641    15.5  65,707    14.5  42,934    65.3
Underwriting Management
   145,466    20.7  81,221    17.9  64,245    79.1
  
 
 
    
 
 
    
��
 
   
 
 
 
Total Net commissions and fees
  
$
 701,190
 
   
$
 453,150
 
   
$
 248,040
 
  
 
54.7
% 
  
 
 
    
 
 
    
 
 
   
 
 
 
Crouse acquisitions.

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

(in thousands, except percentages)

 

2022

 

 

% of
total

 

 

2021

 

 

% of
total

 

 

Change

 

Wholesale Brokerage

 

$

574,051

 

 

 

65.5

%

 

$

447,083

 

 

 

63.8

%

 

$

126,968

 

 

 

28.4

%

Binding Authorities

 

 

122,744

 

 

 

14.0

 

 

 

108,641

 

 

 

15.5

 

 

 

14,103

 

 

 

13.0

 

Underwriting Management

 

 

180,113

 

 

 

20.5

 

 

 

145,466

 

 

 

20.7

 

 

 

34,647

 

 

 

23.8

 

Total Net commissions and fees

 

$

876,908

 

 

 

 

 

$

701,190

 

 

 

 

 

$

175,718

 

 

 

25.1

%

Wholesale Brokerage net commissions and fees increased by $140.9$127.0 million or 46.0%28.4% period-over-period, primarily due to strong organic growth within this specialty for the quarter as well as contributions from the All Risks Acquisition.

Crouse acquisition.

Binding Authority net commissions and fees increased by $42.9$14.1 million or 65.3%13.0% period-over-period, primarily due to strong organic growth within this specialty as well as contributions from the All Risks Acquisition.

Underwriting Management net commissions and fees increased by $64.3 million or 79.1% in 2021 as compared to 2020, primarily due to strong organic growth within the specialty for the quarter as well as the contributions from the All Risks Acquisition.    Crouse acquisition.

Underwriting Management net commissions and fees increased by $34.6 million or 23.8% period-over-period, primarily due to strong organic growth within the specialty for the quarter as well as contributions from the Keystone acquisition.

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

   
Six months ended June 30,
        
(in thousands, except percentages)
  
2021
   
% of

total
  
2020
   
% of

total
  
Change
 
Net commissions and policy fees
  $668,661    95.3%  $426,447    94.1%  $242,214    56.8% 
Supplemental and contingent commissions
   21,536    3.1  20,502    4.5  1,034    5.0
Loss mitigation and other fees
   10,993    1.6  6,201    1.4  4,792    77.3
  
 
 
    
 
 
    
 
 
   
 
 
 
Total Net commissions and fees
  
$
 701,190
 
   
$
 453,150
 
   
$
 248,040
 
  
 
54.7
% 
  
 
 
    
 
 
    
 
 
   
 
 
 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

(in thousands, except percentages)

 

2022

 

 

% of
total

 

 

2021

 

 

% of
total

 

 

Change

 

Net commissions and policy fees

 

$

827,479

 

 

 

94.4

%

 

$

668,661

 

 

 

95.3

%

 

$

158,818

 

 

 

23.8

%

Supplemental and contingent commissions

 

 

34,051

 

 

 

3.9

 

 

 

21,536

 

 

 

3.1

 

 

 

12,515

 

 

 

58.1

 

Loss mitigation and other fees

 

 

15,379

 

 

 

1.8

 

 

 

10,993

 

 

 

1.6

 

 

 

4,386

 

 

 

39.9

 

Total net commissions and fees

 

$

876,908

 

 

 

 

 

$

701,190

 

 

 

 

 

$

175,718

 

 

 

25.1

%

43

Net commissions and policy fees increased 56.8% just ahead ofgrew 23.8%, slightly lower than the overall total net commissions and feesfee revenue growth of 54.7% period-over-period. This25.1% for the six months ended June 30, 2022 as compared to the same period in the prior year. The main drivers of this growth was driven by increased volume from bothcontinue to be the acquisition of new business and existing clientsexpansion of ongoing client relationships in response to the increasing demand for new, complex E&S products. Multiple classesproducts as well as the inflow of risk experienced year-over-year premium rate increases, which drives commission revenue growth that is typically calculated as a percentage of total insurance policy premium.risks from the admitted market into the E&S market. In aggregate, we experienced marginal but not material increases instable commission rates. Net commissions and policy fees continue to represent more than 90.0% of total net commissions and fees period-over-period.

rates period over period.

Supplemental and contingent commissions increased 5.0%58.1% period-over-period driven by the performance of risks placed on eligible business and the additional supplemental and contingent commissions contributed by the All Risks Acquisition. Supplemental and contingent commissions continue to represent less than 10.0% of total commissions and fees period-over-period.

earning profit-based or volume-based commissions.

Loss mitigation and other fees grew 77.3%39.9% period-over-period primarily due to increased capital markets activitycaptive management and other risk management service fees from the placement of alternative risk insurance solutions in 2021. These fees continue to represent less than 2.0% of total net commissions and fees period-over-period.

2022.

Expenses

Compensation and Benefits Expense

Compensation and benefits expense increased by $153.2$133.0 million or 51.4%29.5% from $298.1$451.3 million to $451.3$584.3 million for the six months ended June 30, 2021 as2022 compared to the same period in 2020.2021. The following were the principal drivers of this increase:

•
Commissions increased $58.3 million or 27.5% period-over-period, driven by the 25.1% increase in Net Commissions and Fees discussed above;
•
A $30.5 million increase from IPO related compensation expense, which reflects charges associated with both the revaluation of existing equity grants at the time of our IPO as well as expense related to the new awards issued in connection with the IPO. The expense associated with both the revaluation of existing awards as well as the issuance of new equity awards both directly relate to the Organizational Transactions and IPO, however amounts related to each will continue to be expensed over future periods as the underlying awards vest;
•
HeadcountThe remaining $44.2 million period-over-period increase was driven by (i) the addition of 315 employees compared to the same period prior year, and (ii) growth in the business. Overall headcount increased to 3,3753,690 full-time employees as of June 30, 20212022 from 2,4823,375 as of June 30, 2020, or 36.0%, primarily as a result of the All Risks Acquisition;2021.
46
Commissions increased $78.8 million or 59.4% between periods, driven by the 54.7%

The increase in total net commissionsCompensation and fees discussed above; and

$17.5 million impact from acquisition related long-term incentive compensation, reflecting our assumption of obligations in the All Risks Acquisition. All Risks had previously established various performance and service based long-term incentive plans for executives, producers and key employees which provided that upon a change of control event, the aggregate amount payable under each plan would be calculated and fixed upon close of the change of control event. We expect to recognize acquisition related long-term incentive compensationbenefits expense of approximately $33.0 million in 2021, of which $17.5 million has been recognized for the six months ended June 30, 2021, with approximately $25.0 million to be recognized thereafter.
This expense increase was partially offset by a $1.7$12.3 million of net savings related to the Restructuring Plan, representingwhich represents approximately $10.1$13.0 million of work-force related savings less
one-time
work-force related expense of $8.4$0.7 million for the six months ended June 30, 20212022 (see “Significant“Significant Events and Transactions—2020 Restructuring Plan” for further information).

The net impact of revenue growth and the factors above resulted in a Compensation and Benefits Expense Ratio improvementbenefits expense ratio increase of 1.3%2.2% from 65.6%64.3% to 64.3%66.5% period-over-period.

We expect to continue to experience a general rise in commissions, salaries, incentives and benefits expense commensurate with our expected growth in business volume, revenue, and headcount.

General and Administrative Expense

General and administrative expense includes travel and entertainment expenses, office expenses, accounting, legal and other professional fees, and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

General and administrative expense increased by $7.8$32.6 million or 15.6% period-over-period56.0% from $50.4$58.2 million to $58.2$90.9 million for the six months ended June 30, 2022 as compared to the same period in the prior year. A main driver of this increase was $13.4 million of increased travel and entertainment expense as travel restrictions associated with the pandemic began to lift compared to the same period in 2021. Insurance expense contributed $4.6 million to the period-over-period increase due to increased costs associated with being a resultpublic company. Lastly, we recognized an additional $5.0 million of revenue expansionRestructuring costs within General and administrative expense for the All Risks Acquisition.six months ended June 30, 2022 compared to the same period in the prior year. The remaining increase of $9.6 million was driven by growth in the business. Such expenses incurred to accommodate both organic and inorganic revenue growth include IT, occupancy, insurance and professional services.

While there is an overall increase in general and administrative expense, travel and entertainment expense decreased $2.1 million period-over-period due to travel restrictions from the COVID-19 pandemic. As travel restrictions are lifted we do not expect to maintain the same level of reduced travel and entertainment as discussed above in the results for the three months ended June 30, 2021 compared to three months ended June 30, 2020.
The net impact of revenue growth and the factors listed above resulted in a General and Administrative Expense Ratio improvementadministrative expense ratio increase of 2.8%2.0% from 11.1%8.3% to 8.3%10.3% period-over-period.

Amortization Expense

Amortization expense increaseddecreased by $36.0$2.2 million or 187.8%(4.0)% from $19.1$55.1 million to $55.1$52.9 million for the six months ended June 30, 2021 as2022 compared to the same period in 2020.the prior year. The main driver was approximately $38.4 million of amortization fromfor the decrease is certain previously acquired intangibles from the All Risks Acquisition.intangible assets became

44

fully amortized. Our intangible assets increaseddecreased by $401.7$28.1 million when comparing the balance as of June 30, 2021 as compared2022 to the balance as of June 30, 2020.

2021.

Interest Expense,

Net

Interest expense, net increased $23.6$7.6 million or 152.9%19.4% from $15.4$39.0 million to $39.0 million period-over-period. The main driver of the change in interest expense for the six months ended June 30, 2021 was driven by the $890.2 million increase in total debt, which was undertaken in connection with the All Risks Acquisition completed in September 2020.

47
Other
Non-Operating
(Loss) Income
Other
non-operating
(loss) income increased by $26.8 million to a loss of $29.3 million from a loss of $2.5$46.6 million for the six months ended June 30, 20212022 compared to the same period in 2020.the prior year. The main driver of the losschange in Interest expense, net for the six months ended June 30, 2022 was the issuance of $400.0 million of senior secured notes on February 3, 2022. On April 7, 2022 the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company’s Term Loan for an upfront cost of $25.5 million. The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and terminates on December 31, 2025. For the twelve months ended December 31, 2022 we expect to incur approximately $4.6 million of interest expense associated with the upfront cost amortization of the cap. For the twelve months ended December 31, 2023, 2024, and 2025 we expect to incur approximately $7.0 million of interest expense related to the cap.

Other Non-Operating Loss (Income)

Other non-operating loss (income) decreased by $22.4 million to $6.9 million for the six months ended June 30, 2022 as compared to a loss of $29.3 million in the same period in the prior year. For the six months ended June 30, 2022 Other non-operating loss includes a $7.2 million charge related to the change in the TRA liability caused by a change in our blended state tax rates. For the six months ended June 30, 2021 Other non-operating loss includes a $20.6 million change in the fair value of the embedded derivatives of our redeemable Class BRedeemable Preferred Units of $20.6 million. This embedded derivative is a make whole penalty payable if the redeemable Class B Preferred Units are redeemed in less than five years. We issued 150,000 of redeemable Class B Preferred Units containing this make whole penalty in 2018 and 110,000 of redeemable Class B Preferred Units containing this make whole penalty in 2020. The second driver of this increase isas well as $8.6 million of debt issuance costs written off due to the extinguishment of a portion of the term debt due to the repricing in the first quarter of 2021 which is partially offset byconnection with a loss on the interest rates swaps for the six months ended June 30, 2020, which were settled during 2020.

repricing.

Income beforeBefore Income Taxes

Due to the factors above, Income before income taxes decreased $2.2increased $30.7 million or 3.3% from $66.4$64.2 million to $64.2$94.9 million for the six months ended June 30, 2022 compared to the same period in the prior year.

Income Tax Expense

Income tax expense increased $2.1 million from $4.6 million to $6.7 million for the six months ended June 30, 2022 as compared to the same period in the prior year due to an increase in the Company’s allocable share of net taxable income from the LLC for the six months ended June 30, 2022, offset by an increase in the Company's state tax rate resulting in a tax benefit recognized related to the increase in our Deferred tax assets in the first quarter 2022. The Company did not have net taxable income from the LLC for the six months ended June 30, 2021 as the Company was formed for the purposes of the IPO, which occurred in the third quarter of 2021.

Net Income

Net income increased $28.6 million from $59.6 million to $88.2 million for the six months ended June 30, 2022 compared to the same period in 2020.

Income Tax Expense
Income tax expense increased $1.4 million or 44.4% from $3.2 million to $4.6 million period-over-period as a result of increased earnings from our foreign subsidiaries subject to entity level taxation.
Net Income
Net income decreased $3.6 million or 5.7% from $63.2 million to $59.6 million period-over-periodthe prior year as a result of the factors described above.

Non-GAAP

Financial Measures and Key Performance Indicators
We consider a variety of financial measures in

In assessing the performance of our business, we use non-GAAP financial measures that are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. We consider 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 we believe are not representative of our core business. We regularly reviewuse the following

Non-GAAP
non-GAAP measures when assessing performance: Organic Revenue Growth Rate, Adjusted Compensationfor business planning purposes, in measuring our performance relative to that of our competitors, to help investors to understand the nature of our growth, and Benefits Expense, Adjusted Compensation and Benefits Expense Ratio, Adjusted General and Administrative Expense, Adjusted General and Administrative Expense Ratio, Adjusted EBITDAC, Adjusted EBITDAC Margin, Adjusted Net Income, and Adjusted Net Income Margin. Our useto enable investors to evaluate the run-rate performance of
Non-GAAP
financial measures may vary from the use of similar terms by other companies in our industry and accordingly may not be comparable to similarly titled measures used by other companies. As a result,
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 consolidated financial statements.
Industry peers may provide similar supplemental information but may not define similarly-named metrics in the same way we do and may not make identical adjustments.

Organic Revenue Growth Rate

Organic Revenue Growth Rate is a

Non-GAAP
measure that we use to help management and investors understand and evaluate therevenue growth of our business without the impacts of acquisitions, which affects the comparability of results from period to period. The Organic Revenue Growth Raterate represents the percentage change in revenue, as compared to the same period for the year prior, adjusted for revenue attributable to recent acquisitions during the first 12 months of RSG’sRyan Specialty’s ownership, and other adjustments such as contingent commissions, fiduciary investment income, and the impact of changes in foreign exchange rates.
This supplemental information related to the Organic Revenue Growth Rate represents a measure not in accordance with U.S. GAAP and should be viewed in addition to, not instead of, the consolidated financial statements. Industry peers provide similar supplemental information about their revenue performance, although they may not make identical adjustments.
48

45

A reconciliation of Organic Revenue Growth Raterevenue growth rate to Total Revenue Growth Rate,revenue growth rate, the most directly comparable GAAP measure, for each of the periods indicated is as follows (in percentages):

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

Total revenue growth rate (GAAP) (1)

 

 

26.0

%

 

 

58.3

%

Less: Mergers and acquisitions (2)

 

 

(2.8

)

 

 

(30.3

)

Change in other (3)

 

 

(0.9

)

 

 

0.5

 

Organic revenue growth rate (Non-GAAP)

 

 

22.3

%

 

 

28.5

%

(1)
June 30, 2022 revenue of $491.3 million less June 30, 2021 revenue of $390.0 million is a $101.3 million period-over-period change. The change, $101.3 million, divided by the June 30, 2021 revenue of $390.0 million is a total revenue change of 26.0%. June 30, 2021 revenue of $390.0 million less June 30, 2020 revenue of $246.3 million is a $143.7 million period-over-period change. The change, $143.7 million, divided by the June 30, 2020 revenue of $246.3 million is a total revenue change of 58.3%. See “Comparison of the Three Months Ended June 30, 2022 and 2021” for further details.
(2)
   
Three months ended

June 30,
 
   
2021
  
2020
 
Total Revenue Growth Rate (GAAP) (1)
  
 
58.3 
% 
 
 
21.9 
% 
Less: Mergers and Acquisitions (2)
   (30.3)%   (4.1)% 
Change in Other (3)
   0.5%   0.7% 
  
 
 
  
 
 
 
Organic Revenue Growth Rate
(Non-GAAP)
  
 
28.5 
% 
 
 
18.5 
% 
  
 
 
  
 
 
 
(1)
June 30, 2021 revenue of $390.0The acquisitions adjustment excludes net commission and fees revenue generated during the first 12 months following an acquisition. The total adjustment for the three months ended June 30, 2022 and three months ended June 30, 2021 was $11.0 million less June 30, 2020 revenue of $246.3 million is a $143.7 million period-over-period change. The change, $143.7 million, divided by the June 30, 2020 revenue of $246.3 million is a total revenue change of 58.3%. June 30, 2020 revenue of $246.3 million less June 30, 2019 revenue of $202.1 million is a $42.2 million period-over-period change. The change, $42.2 million, divided by the June 30, 2019 revenue of $202.1 million is a total revenue change of 21.9%. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.
(2)
The mergers and acquisitions adjustment excludes net commission and fees revenue generated during the first 12 months following an acquisition. The total adjustment for the three months ended June 30, 2021 and three months ended June 30, 2020 was $74.7 million and $8.2 million, respectively.
(3)
The other adjustments exclude the period-over-period change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the three months ended June 30, 2021 and three months ended June 30, 2020 was $1.3 million and $1.5 million, respectively.
   
Six months ended

June 30,
 
   
2021
  
2020
 
Total Revenue Growth Rate (GAAP) (1)
  
 
54.3
% 
 
 
29.2
% 
Less: Mergers and Acquisitions (2)
   (30.8)%   (6.2)% 
Change in Other (3)
   0.4%   0.4% 
  
 
 
  
 
 
 
Organic Revenue Growth Rate
(Non-GAAP)
  
 
23.9
% 
 
 
23.4
% 
  
 
 
  
 
 
 
(1)
June 30, 2021 revenue of $701.5 million less June 30, 2020 revenue of $454.5 million is a $247.0 million year-over-year change. The change, $247.0 million, divided by the June 30, 2020 revenue of $454.5 million is a total revenue change of 54.3%. June 30, 2020 revenue of $454.5 million less June 30, 2019 revenue of $351.8 million is a $102.7 million year-over-year change. The change, $102.7 million, divided by the June 30, 2019 revenue of $351.8 million is a total revenue change of 29.2%. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further details.
(2)
The mergers and acquisitions adjustment excludes net commission and fees revenue generated during the first 12 months following an acquisition. The total adjustment for the six months ended June 30, 2021 and six months ended June 30, 2020 was $140.0 million and $21.7 million, respectively.
(3)
The other adjustments exclude the year-over-year change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the six months ended June 30, 2021 and 2020 was $1.6 million and $1.5 million, respectively.
(3)
49The other adjustments exclude the period-over-period change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the three months ended June 30, 2022 and three months ended June 30, 2021 was $(3.7) million and $1.3 million, respectively.

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

Total revenue growth rate (GAAP) (1)

 

 

25.2

%

 

 

54.3

%

Less: Mergers and acquisitions (2)

 

 

(3.1

)

 

 

(30.8

)

Change in other (3)

 

 

(0.8

)

 

 

0.4

 

Organic revenue growth rate (Non-GAAP)

 

 

21.3

%

 

 

23.9

%

(1)
June 30, 2022 revenue of $878.2 million less June 30, 2021 revenue of $701.5 million is a $176.7 million period-over-period change. The change, $176.7 million, divided by the June 30, 2021 revenue of $701.5 million is a total revenue change of 25.2%. June 30, 2021 revenue of $701.5 million less June 30, 2020 revenue of $454.5 million is a $247.0 million period-over-period change. The change, $247.0 million, divided by the June 30, 2020 revenue of $454.5 million is a total revenue change of 54.3%. See “Comparison of the Six Months Ended June 30, 2022 and 2021” for further details.
(2)
The acquisitions adjustment excludes net commission and fees revenue generated during the first 12 months following an acquisition. The total adjustment for the six months ended June 30, 2022 and six months ended June 30, 2021was $21.6 million and $140.0 million, respectively.
(3)
The other adjustments exclude the period-over-period change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the six months ended June 30, 2022 and six months ended June 30, 2021 was $(6.0) million and $1.5 million, respectively.

Adjusted Compensation and Benefits Expense and Adjusted Compensation and Benefits Expense Ratio

We believedefine Adjusted Compensation and Benefits

Expense and Adjusted Compensation and Benefits Expense Ratio provide relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by management because it provides a clear representation of our core compensation and benefits and general and administrative expenses as well as improves comparability between periods, and eliminates the impact of the items that do not relate to the ongoing operations of the business.
We define Adjusted Compensation and Benefits
Expenseexpense as Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expense, and (iii) other exceptional or
non-recurring
items, as applicable. The most comparable GAAP financial metric is Compensation and Benefits Expense.
benefits expense. Adjusted Compensationcompensation and Benefits Expense Ratiobenefits expense ratio is defined as Adjusted Compensationcompensation and Benefits Expensebenefits expense as a percentage of totalTotal revenue. The most comparable GAAP financial metric is Compensation and Benefits Expense Ratio.
benefits expense ratio.

46

A reconciliation of Adjusted Compensationcompensation and Benefits Expensebenefits expense and Adjusted Compensationcompensation and Benefits Expense Ratiobenefits expense ratio to Compensation and Benefits Expensebenefits expense and Compensation and Benefits Expense Ratio,benefits expense ratio, the most directly comparable GAAP measures, for each of the periods indicated, is as follows:

 

 

Three Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

491,292

 

 

$

390,012

 

Compensation and benefits expense

 

$

310,058

 

 

$

236,801

 

Acquisition-related expense

 

 

(43

)

 

 

—

 

Acquisition related long-term incentive compensation

 

 

(7,101

)

 

 

(9,082

)

Restructuring and related expense

 

 

(547

)

 

 

(2,162

)

Amortization and expense related to discontinued prepaid incentives

 

 

(1,760

)

 

 

(1,604

)

Equity-based compensation

 

 

(5,676

)

 

 

(3,458

)

Initial public offering related expense

 

 

(14,104

)

 

 

—

 

Adjusted compensation and benefits expense (1)

 

$

280,827

 

 

$

220,495

 

Compensation and benefits expense ratio

 

 

63.1

%

 

 

60.7

%

Adjusted compensation and benefits expense ratio

 

 

57.2

%

 

 

56.5

%

(1)
Adjustments to Compensation and benefits expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.

 

 

Six Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

878,182

 

 

$

701,470

 

Compensation and benefits expense

 

$

584,331

 

 

$

451,287

 

Acquisition-related expense

 

 

(101

)

 

 

—

 

Acquisition related long-term incentive compensation

 

 

(14,798

)

 

 

(18,504

)

Restructuring and related expense

 

 

(705

)

 

 

(8,351

)

Amortization and expense related to discontinued prepaid incentives

 

 

(3,542

)

 

 

(3,682

)

Equity-based compensation

 

 

(12,480

)

 

 

(7,888

)

Initial public offering related expense

 

 

(30,548

)

 

 

—

 

Adjusted compensation and benefits expense (1)

 

$

522,157

 

 

$

412,862

 

Compensation and benefits expense ratio

 

 

66.5

%

 

 

64.3

%

Adjusted compensation and benefits expense ratio

 

 

59.5

%

 

 

58.9

%

(1)
Adjustments to Compensation and benefits expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
   
Three months ended

June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
390,012
 
 
$
246,324
 
Compensation and Benefits Expense
  
$
236,801
 
 
$
156,811
 
Acquisition-related expense
   —     (1,270) 
Acquisition related long-term incentive compensation
   (9,082)   (532) 
Restructuring and related expense
   (2,162)   —   
Amortization and expense related to discontinued prepaid incentives
   (1,604)   (2,481) 
Equity-based compensation
   (3,458)   (1,624) 
Discontinued programs expense
   —     (492) 
  
 
 
  
 
 
 
Adjusted Compensation and Benefits Expense (1)
  
$
220,495
 
 
$
150,412
 
  
 
 
  
 
 
 
Compensation and Benefits Expense Ratio (2)
  
 
60.7
% 
 
 
63.7
% 
Adjusted Compensation and Benefits Expense Ratio (3)
  
 
56.5
% 
 
 
61.1
% 
(1)
Adjustments to Compensation and Benefits Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
(2)
Compensation and Benefits Expense Ratio is Compensation and Benefits Expense as a percentage of total revenue.
(3)
Adjusted Compensation and Benefits Expense Ratio is Adjusted Compensation and Benefits Expense as a percentage of total revenue.
   
Six months ended
June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
701,470
 
 
$
454,516
 
Compensation and Benefits Expense
  
$
451,287
 
 
$
298,113
 
Acquisition-related expense
   —     (1,612) 
Acquisition related long-term incentive compensation
   (18,504)   (1,064) 
Restructuring and related expense
   (8,351)   —   
Amortization and expense related to discontinued prepaid incentives
   (3,682)   (5,063) 
Equity-based compensation
   (7,888)   (4,731) 
Discontinued programs expense
   —     (492) 
Other
non-recurring
expense
   —     —   
  
 
 
  
 
 
 
Adjusted Compensation and Benefits Expense (1)
  
$
412,862
 
 
$
285,151
 
  
 
 
  
 
 
 
Compensation and Benefits Expense Ratio (2)
  
 
64.3
% 
 
 
65.6
% 
Adjusted Compensation and Benefits Expense Ratio (3)
  
 
58.9
% 
 
 
62.7
% 
(1)
Adjustments to Compensation and Benefits Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
(2)
Compensation and Benefits Expense Ratio is Compensation and Benefits Expense as a percentage of total revenue.
(3)
Adjusted Compensation and Benefits Expense Ratio is Adjusted Compensation and Benefits Expense as a percentage of total revenue.
50

Adjusted General and Administrative Expense and Adjusted General and Administrative Expense Ratio

We believedefine Adjusted General and Administrative Expense and Adjusted General and Administrative Expense Ratio provide relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by management because it provides a clear representation of our core general and administrative expenses as well as improves comparability between periods, and eliminates the impact of the items that do not relate to the ongoing operations of the business.

We define Adjusted General and Administrative Expenseexpense as General and Administrativeadministrative expense adjusted to reflect items such as (i) acquisition and restructuring general and administrative related expense, and (ii) other exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is General and Administrative Expense.
administrative expense. Adjusted Generalgeneral and Administrative Expense Ratioadministrative expense ratio is defined as Adjusted Generalgeneral and Administrative Expenseadministrative expense as a percentage of totalTotal revenue. The most comparable GAAP financial metric is General and Administrative Expense Ratio.
administrative expense ratio.

47

A reconciliation of Adjusted Generalgeneral and Administrative Expenseadministrative expense and Adjusted Generalgeneral and Administrative Expense Ratioadministrative expense ratio to General and Administrative Expenseadministrative expense and General and Administrative Expense Ratio,administrative expense ratio, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

 

 

Three Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

491,292

 

 

$

390,012

 

General and administrative expense

 

$

48,495

 

 

$

30,685

 

Acquisition-related expense

 

 

(1,600

)

 

 

(308

)

Restructuring and related expense

 

 

(2,027

)

 

 

(1,012

)

Other non-recurring expense

 

 

—

 

 

 

(19

)

Initial public offering related expense

 

 

(478

)

 

 

(316

)

Adjusted general and administrative expense (1)

 

$

44,390

 

 

$

29,030

 

General and administrative expense ratio

 

 

9.9

%

 

 

7.9

%

Adjusted general and administrative expense ratio

 

 

9.0

%

 

 

7.4

%

(1)
Adjustments to General and administrative expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.

 

 

Six Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

878,182

 

 

$

701,470

 

General and administrative expense

 

$

90,860

 

 

$

58,230

 

Acquisition-related expense

 

 

(2,051

)

 

 

(2,022

)

Restructuring and related expense

 

 

(4,993

)

 

 

(1,821

)

Other non-recurring expense

 

 

—

 

 

 

(354

)

Initial public offering related expense

 

 

(1,126

)

 

 

(316

)

Adjusted general and administrative expense (1)

 

$

82,690

 

 

$

53,717

 

General and administrative expense ratio

 

 

10.3

%

 

 

8.3

%

Adjusted general and administrative expense ratio

 

 

9.4

%

 

 

7.7

%

(1)
Adjustments to General and administrative expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
   
Three months ended

June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
390,012
 
 
$
246,324
 
General and Administrative Expense
  
$
30,685
 
 
$
21,868
 
Acquisition-related expense
   (308)   (3,448) 
Restructuring and related expense
   (1,012)   (936) 
Discontinued programs expense
   —     140 
Other non-recurring expense
   (19)   (43) 
IPO related expenses
   (316)   —   
  
 
 
  
 
 
 
Adjusted General and Administrative Expense (1)
  
$
29,030
 
 
$
17,581
 
  
 
 
  
 
 
 
General and Administrative Expense Ratio (2)
  
 
7.9
% 
 
 
8.9
% 
Adjusted General and Administrative Expense Ratio (3)
  
 
7.4
% 
 
 
7.1
% 
(1)
Adjustments to General and Administrative Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
(2)
General and Administrative Expense Ratio is General and Administrative Expense as a percentage of total revenue.
(3)
Adjusted General and Administrative Expense Ratio is Adjusted General and Administrative Expense as a percentage of total revenue.
   
Six months ended

June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
701,470
 
 
$
454,516
 
General and Administrative Expense
  
$
58,230
 
 
$
50,385
 
Acquisition-related expense
   (2,022)   (3,991) 
Restructuring and related expense
   (1,821)   (1,425) 
Discontinued programs expense
   —     97 
Other
non-recurring
expense
   (354)   (93) 
IPO related expenses
   (316)   —   
  
 
 
  
 
 
 
Adjusted General and Administrative Expense (1)
  
$
53,717
 
 
$
44,973
 
  
 
 
  
 
 
 
General and Administrative Expense Ratio (2)
  
 
8.3
% 
 
 
11.1
% 
Adjusted General and Administrative Expense Ratio (3)
  
 
7.7
% 
 
 
9.9
% 
(1)
Adjustments to General and Administrative Expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net Income in “Adjusted EBITDAC and Adjusted EBITDAC Margin”.
(2)
General and Administrative Expense Ratio is General and Administrative Expense as a percentage of total revenue.
(3)
Adjusted General and Administrative Expense Ratio is Adjusted General and Administrative Expense as a percentage of total revenue.
51

Adjusted EBITDAC and Adjusted EBITDAC Margin

We believe that Adjusted EBITDAC and Adjusted EBITDAC Margin provide relevant and useful information, which is widely used by analysts, investors and competitors in our industry as well as by management because it provides a clear representation of our operating performance and the profitability of our business on a
run-rate
basis, improves comparability between periods, and eliminates the impact of the items that do not relate to the ongoing operating performance of the business.

We define Adjusted EBITDAC as Net Incomeincome before interest expense, net, income tax expense, depreciation, amortization, and change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related expenses, and (iii) other exceptional or

non-recurring
items, as applicable. Total revenue less Adjusted Compensationcompensation and Benefits Expensebenefits expense and Adjusted Generalgeneral and Administrative Expenseadministrative expense is equivalent to Adjusted EBITDAC. The most directly comparable GAAP financial metric is Net Income.income. Adjusted EBITDAC Marginmargin is defined as Adjusted EBITDAC as a percentage of totalTotal revenue. The most comparable GAAP financial metric is Net Income Margin.
Adjusted EBITDAC and Adjusted EBITDAC Margin may be useful to an investor in evaluating our operating performance and efficiency because these measures are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon acquisition activity and capital structure,income margin. These measures also eliminate the impact of expenses that do not relate to core business performance, among other factors. Further, these measures are used by our leadershipstart with consolidated Net income and Board of Directors for assessing financial performance, strategic planning, and forecasting.
Adjusted EBITDAC and Adjusted EBITDAC Margin have limitations as an analytical tool and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. These measures also do not deduct earnings related to the non-controlling interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of the business.
business or the non-controlling interest attributed to the retained ownership of the LLC.

48

A reconciliation of Adjusted EBITDAC and Adjusted EBITDAC Marginmargin to Net Incomeincome and Net Income Margin,income margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

 

 

Three Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

491,292

 

 

$

390,012

 

Net income

 

$

70,120

 

 

$

63,407

 

Interest expense, net

 

 

24,846

 

 

 

18,986

 

Income tax expense

 

 

11,168

 

 

 

2,332

 

Depreciation

 

 

1,229

 

 

 

1,222

 

Amortization

 

 

26,233

 

 

 

27,319

 

Change in contingent consideration

 

 

(251

)

 

 

1,723

 

EBITDAC

 

$

133,345

 

 

$

114,989

 

Acquisition-related expense (1)

 

 

1,643

 

 

 

308

 

Acquisition related long-term incentive compensation (2)

 

 

7,101

 

 

 

9,082

 

Restructuring and related expense (3)

 

 

2,574

 

 

 

3,174

 

Amortization and expense related to discontinued prepaid incentives (4)

 

 

1,760

 

 

 

1,604

 

Other non-operating loss (income) (5)

 

 

(622

)

 

 

7,890

 

Equity-based compensation (6)

 

 

5,676

 

 

 

3,458

 

Other non-recurring expense (7)

 

 

—

 

 

 

19

 

IPO related expenses (8)

 

 

14,582

 

 

 

316

 

(Income) from equity method investments in related party

 

 

16

 

 

 

(353

)

Adjusted EBITDAC (9)

 

$

166,075

 

 

$

140,487

 

Net income margin (10)

 

 

14.3

%

 

 

16.3

%

Adjusted EBITDAC margin

 

 

33.8

%

 

 

36.0

%

(1)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were de minimis for the three months ended June 30, 2022, while General and administrative expenses contributed to $1.6 million and $0.3 million of the acquisition-related expense for the three months ended June 30, 2022 and 2021, respectively.
   
Three months ended

June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
390,012
 
 
$
246,324
 
Net Income
  
$
63,407
 
 
$
49,887
 
Interest expense
   18,986   6,759 
Income tax expense
   2,332   1,585 
Depreciation
   1,222   851 
Amortization
   27,319   9,118 
Change in contingent consideration
   1,723   —   
  
 
 
  
 
 
 
EBITDAC
  
$
114,989
 
 
$
68,200
 
Acquisition-related expense (1)
   308   4,718 
Acquisition related long-term incentive compensation (2)
   9,082   532 
Restructuring and related expense (3)
   3,174   936 
Amortization and expense related to discontinued prepaid incentives (4)
   1,604   2,481 
Other
non-operating
loss (income) (5)
   7,890   (555) 
Equity-based compensation (6)
   3,458   1,624 
Discontinued programs expense (7)
   —    352 
Other
non-recurring
expense (8)
   19   43 
IPO related expenses (9)
   316   —   
(Income) from equity method investments in related party
   (353)   —   
  
 
 
  
 
 
 
Adjusted EBITDAC (10)
  
$
140,487
 
 
$
78,331
 
  
 
 
  
 
 
 
Net Income Margin (11)
  
 
16.3
% 
 
 
20.3
% 
Adjusted EBITDAC Margin (12)
  
 
36.0
% 
 
 
31.8
% 
(1)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were $1.3 million for the three months ended June 30, 2020, while General and administrative expenses contributed to $0.3 million and $3.4 million of the acquisition-related expense for the three months ended June 30, 2021 and 2020, respectively.
(2)
(2)
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.
(3)
52
Restructuring and related expense consists of compensation and benefits of $0.5 million and $2.2 million for the three months ended June 30, 2022 and 2021, respectively,and General and administrative costs including occupancy and professional services fees of $2.0 million and $1.0 million for the three months ended June 30, 2022 and 2021, respectively, related to the Restructuring Plan.The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See “Note 5, Restructuring” of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and non-recurring lease costs.
(4)
(3)
Restructuring and related expense consists of compensation and benefits of $2.2 million for the three months ended June 30, 2021, and General and administrative costs including occupancy and professional services fees of $1.0 million and $0.9 million for the three months ended June 30, 2021 and 2020, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See Note 4,
Restructuring
of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and
non-recurring
lease costs.
(4)
Amortization and expense related to discontinued prepaid incentive programs – see Note 12.
Employee Benefit Plans, Prepaid and Long-Term Incentives
of the unaudited quarterly consolidated financial statements for further discussion.
(5)
Other
non-operating
loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B Preferred Units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See Note 10,
Redeemable Preferred Units
of the unaudited quarterly consolidated financial statements for further discussion. For the three months ended June 30, 2020,
non-operating
loss (income) includes the change in fair value of interest rate swaps which were discontinued in 2020.
(6)
Equity-based compensation reflects
non-cash
equity-based expense.
(7)
Discontinued programs expense includes $0.2 million of General and administrative expense for the three months ended June 30, 2020. Compensation and benefits expense was $0.5 million for the three months ended June 30, 2020. These costs were associated with concluding specific programs that are no longer core to our business. Revenue associated with these programs of $(0.3) million is also reflected in this adjustment for the three months ended June 30, 2020.
(8)
Other
non-recurring
items include
one-time
professional services costs associated with term debt repricing, and
one-time
non-income
tax charges and tax and accounting consultancy costs associated with potential structure changes.
(9)
IPO related expenses includes $0.3 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance.
(10)
Consolidated Adjusted EBITDAC does not reflect a deduction for the Adjusted EBITDAC associated with the
non-controlling
interest in Ryan Re.
(11)
Net Income Margin is Net Income as a percentage of total revenue.
(12)
Adjusted EBITDAC margin is Adjusted EBITDAC as a percentage of total revenue.
   
Six months ended

June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
701,470
 
 
$
454,516
 
Net Income
  
$
59,606
 
 
$
63,205
 
Interest expense
   39,031   15,436 
Income tax expense
   4,566   3,162 
Depreciation
   2,422   1,629 
Amortization
   55,113   19,149 
Change in contingent consideration
   2,313   1,032 
  
 
 
  
 
 
 
EBITDAC
  
$
163,051
 
 
$
103,613
 
Acquisition-related expense (1)
   2,022   5,603 
Acquisition related long-term incentive compensation (2)
   18,504   1,064 
Restructuring and related expense (3)
   10,172   1,425 
Amortization and expense related to discontinued prepaid incentives (4)
   3,682   5,063 
Other
non-operating
loss (income) (5)
   29,336   2,492 
Equity-based compensation (6)
   7,888   4,731 
Discontinued programs expense (7)
   —     395 
Other
non-recurring
expense (8)
   354   93 
IPO related expenses (9)
   316   —   
(Income) from equity method investments in related party
   (434)   (87) 
  
 
 
  
 
 
 
Adjusted EBITDAC (10)
  
$
234,891
 
 
$
124,392
 
  
 
 
  
 
 
 
Net Income Margin (11)
  
 
8.5
% 
 
 
13.9
% 
Adjusted EBITDAC Margin (12)
  
 
33.5
% 
 
 
27.4
% 
(1)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were $1.6 million for the six months ended June 30, 2020, while General and administrative expenses contributed to $2.0 million and $4.0 million of the acquisition-related expense for the six months ended June 30, 2021 and 2020, respectively.
(2)
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions
(3)
Restructuring and related expense consists of compensation and benefits of $8.4 million for the six months ended June 30, 2021, and General and administrative costs including occupancy and professional services fees of $1.8 million and $1.4 million for the six months ended June 30, 2021 and 2020, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See Note 4,
Restructuring
of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and
non-recurring
lease costs.
Amortization and expense related to discontinued prepaid incentive programs – see “Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives” of the unaudited quarterly consolidated financial statements for further discussion.
(5)
53
For the three months ended June 30, 2022, Other non-operating loss (income) includes a $(0.5) million change in the TRA liability caused by an update in our blended state tax rates. For the three months ended June 30, 2021, Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the Redeemable Preferred Units. This change in fair value of $8.0 million was due to the occurrence of a Realization Event in the third quarter of 2021, which is defined in the Onex Purchase Agreement as a Qualified Public Offering or a Sale Transaction.
(6)
Equity-based compensation reflects non-cash equity-based expense.
(7)
(4)
Amortization and expense related to discontinued prepaid incentive programs – See Note 12,
Employee Benefit Plans, Prepaid and Long-Term Incentives
of the unaudited quarterly consolidated financial statements for further discussion.
(5)
Other
non-operating
loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B Preferred Units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See Note 10,
Redeemable Preferred Units
of the unaudited quarterly consolidated financial statements for further discussion. For the six months ended June 30, 2021,
non-operating
loss (income) includes costs associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt. For the six months ended June 30, 2020,
non-operating
loss (income) includes the change in fair value of interest rate swaps which were discontinued in 2020.
(6)
Equity-based compensation reflects
non-cash
equity-based expense.
(7)
Discontinued programs expense includes $0.2 million of General and administrative expense for the six months ended June 30, 2020. Compensation and benefits expense was $0.5 million for the six months ended June 30, 2020. These costs were associated with concluding specific programs that are no longer core to our business. Revenue associated with these programs of $(0.3) million is also reflected in this adjustment for the six months ended June 30, 2020
(8)
Other
non-recurring
items include
one-time
professional services costs associated with term debt repricing, and
one-time
non-income
Other non-recurring expense includes one-time impacts that do not reflect the core performance of the business, including de minimis General and administrative expenses for the three months ended June 30, 2021. Other non-recurring items include one-time professional services costs associated with term debt repricing, one-time non-income tax charges, and tax and accounting consultancy costs associated with potential structure changes.
(9)
IPO related expenses includes $0.3 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance.
(10)
Consolidated Adjusted EBITDAC does not reflect a deduction for the Adjusted EBITDAC associated with the
non-controlling
interest in Ryan Re.
(11)
Net Income Margin is Net Income as a percentage of total revenue.
(12)
Adjusted EBITDAC margin is Adjusted EBITDAC as a percentage of total revenue.
(8)
IPO related expenses include $0.5 million and $0.3 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance, tax, and accounting advisory services on IPO-related structure changes for the three months ended June 30, 2022 and 2021, respectively, and Compensation-related expense of $14.1 million for the three

49

months ended June 30, 2022 primarily related to the revaluation of existing equity awards at IPO as well as expense for new awards issued at IPO.
(9)
Consolidated Adjusted EBITDAC does not reflect a deduction for the Adjusted EBITDAC associated with the non-controlling interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of Ryan Re.
(10)
Net income margin is Net income as a percentage of Total revenue.

 

 

Six Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

878,182

 

 

$

701,470

 

Net income

 

$

88,196

 

 

$

59,606

 

Interest expense, net

 

 

46,598

 

 

 

39,031

 

Income tax expense

 

 

6,665

 

 

 

4,566

 

Depreciation

 

 

2,440

 

 

 

2,422

 

Amortization

 

 

52,896

 

 

 

55,113

 

Change in contingent consideration

 

 

(1,260

)

 

 

2,313

 

EBITDAC

 

$

195,535

 

 

$

163,051

 

Acquisition-related expense (1)

 

 

2,152

 

 

 

2,022

 

Acquisition related long-term incentive compensation (2)

 

 

14,798

 

 

 

18,504

 

Restructuring and related expense (3)

 

 

5,698

 

 

 

10,172

 

Amortization and expense related to discontinued prepaid incentives (4)

 

 

3,542

 

 

 

3,682

 

Other non-operating loss (income) (5)

 

 

6,898

 

 

 

29,336

 

Equity-based compensation (6)

 

 

12,480

 

 

 

7,888

 

Other non-recurring expense (7)

 

 

—

 

 

 

354

 

IPO related expenses (8)

 

 

31,674

 

 

 

316

 

(Income) from equity method investments in related party

 

 

558

 

 

 

(434

)

Adjusted EBITDAC (9)

 

$

273,335

 

 

$

234,891

 

Net income margin (10)

 

 

10.0

%

 

 

8.5

%

Adjusted EBITDAC margin

 

 

31.1

%

 

 

33.5

%

(1)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were $0.1 million for the six months ended June 30, 2022, while General and administrative expenses contributed to $2.1 million and $2.0 million of the acquisition-related expense for the six months ended June 30, 2022 and 2021, respectively.
(2)
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.
(3)
Restructuring and related expense consists of compensation and benefits of $0.7 million and $8.4 million for the six months ended June 30, 2022 and 2021, respectively, and General and administrative costs including occupancy and professional services fees of $5.0 million and $1.8 million for the six months ended June 30, 2022 and 2021, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See “Note 5, Restructuring” of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and non-recurring lease costs.
(4)
Amortization and expense related to discontinued prepaid incentive programs – see “Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives” of the unaudited quarterly consolidated financial statements for further discussion.
(5)
For the six months ended June 30, 2022, Other non-operating loss (income) includes a $7.2 million charge related to the change in the TRA liability caused by a change in our blended state tax rates. For the six months ended June 30, 2021, Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the Redeemable Preferred Units. This change in fair value of $20.6 million was due to the occurrence of a Realization Event in the third quarter of 2021, which is defined in the Onex Purchase Agreement as a Qualified Public Offering or a Sale Transaction. For the six months ended June 30, 2021, Other non-operating loss (income) also includes expense of $8.6 million associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt.
(6)
Equity-based compensation reflects non-cash equity-based expense.
(7)
Other non-recurring expense includes one-time impacts that do not reflect the core performance of the business, including General and administrative expenses of $0.4 million for the six months ended June 30, 2021. Other non-recurring items include

50

one-time professional services costs associated with term debt repricing, one-time non-income tax charges, and tax and accounting consultancy costs associated with potential structure changes.
(8)
IPO related expenses include $1.1 million and $0.3 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance, tax, and accounting advisory services on IPO-related structure changes for the six months ended June 30, 2022 and 2021, respectively, and Compensation-related expense of $30.5 million for the six months ended June 30, 2022 primarily related to the revaluation of existing equity awards at IPO as well as expense for new awards issued at IPO.
(9)
Consolidated Adjusted EBITDAC does not reflect a deduction for the Adjusted EBITDAC associated with the non-controlling interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of Ryan Re.
(10)
Net income margin is Net income as a percentage of Total revenue.

Adjusted Net Income and Adjusted Net Income Margin

We define Adjusted Net Incomenet income 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 the IPO, and certain exceptional or
non-recurring
items. The most comparable GAAP financial metric is Net Income.income. Adjusted Net Income Marginnet income margin is calculated as Adjusted Net Incomenet income as a percentage of totalTotal revenue. The most comparable GAAP financial metric is Net Income Margin.
income margin. These measures start with consolidated Net income and do not deduct earnings related to the non-controlling interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of the business or the non-controlling interest attributed to the retained ownership of the LLC.

Following the IPO the Company will beis 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 Holdingsthe LLC. For comparability purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of our adjusted

pre-tax
income as if the Company owned 100% of Holdingsthe LLC.
Adjusted Net Income and Adjusted Net Income Margin, together with related margins may be useful to an investor in evaluating our operating performance, efficiency and liquidity because these measures are widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company depending upon acquisition activity and capital structure. These measures also eliminate the impact of expenses that do not relate to core business performance, among other factors. Further, these measures are used by our leadership and Board of Directors for assessing financial performance, strategic planning, and forecasting.
These
Non-GAAP
measures have limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP. These measures also do not deduct earnings related to the
non-controlling
interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of the business.
54

A reconciliation of Adjusted Net Incomenet income and Adjusted Net Income Marginnet income margin to Net Incomeincome and Net Income Margin,income margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

 

 

Three Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

491,292

 

 

$

390,012

 

Net income

 

$

70,120

 

 

$

63,407

 

Income tax expense

 

 

11,168

 

 

 

2,332

 

Amortization

 

 

26,233

 

 

 

27,319

 

Amortization of deferred debt issuance costs (1)

 

 

3,173

 

 

 

2,754

 

Change in contingent consideration

 

 

(251

)

 

 

1,723

 

Acquisition-related expense (2)

 

 

1,643

 

 

 

308

 

Acquisition related long-term incentive compensation (3)

 

 

7,101

 

 

 

9,082

 

Restructuring and related expense (4)

 

 

2,574

 

 

 

3,174

 

Amortization and expense related to discontinued prepaid incentives (5)

 

 

1,760

 

 

 

1,604

 

Other non-operating loss (income) (6)

 

 

(622

)

 

 

7,890

 

Equity-based compensation (7)

 

 

5,676

 

 

 

3,458

 

Other non-recurring expense (8)

 

 

—

 

 

 

19

 

IPO related expenses (9)

 

 

14,582

 

 

 

316

 

(Income) / loss from equity method investments in related party

 

 

16

 

 

 

(353

)

Adjusted income before income taxes

 

$

143,173

 

 

$

123,033

 

Adjusted tax expense (10)

 

 

(36,724

)

 

 

(30,758

)

Adjusted net income

 

$

106,449

 

 

$

92,275

 

Net income margin (11)

 

 

14.3

%

 

 

16.3

%

Adjusted net income margin

 

 

21.7

%

 

 

23.7

%

(1)
Interest expense, net includes amortization of deferred debt issuance costs.

51

(2)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were de minimis for the three months ended June 30, 2022, while General and administrative expenses contributed to $1.6 million and $0.3 million of the acquisition-related expense for the three months ended June 30, 2022 and 2021, respectively.
   
Three months ended

June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
390,012
 
 
$
246,324
 
Net Income
  
$
63,407
 
 
$
49,887
 
Income tax expense
   2,332   1,585 
Amortization
   27,319   9,118 
Amortization of deferred issuance costs (1)
   2,754   188 
Change in contingent consideration
   1,723   —   
Acquisition-related expense (2)
   308   4,718 
Acquisition related long-term incentive compensation (3)
   9,082   532 
Restructuring expense (4)
   3,174   936 
Amortization and expense related to discontinued prepaid incentives (5)
   1,604   2,481 
Other
non-operating
loss (income) (6)
   7,890   (555) 
Equity-based compensation (7)
   3,458   1,624 
Discontinued programs expense (8)
   —     352 
Other
non-recurring
expense (9)
   19   43 
IPO related expenses (10)
   316   —   
(Income) / loss from equity method investments in related party
   (353)   —   
  
 
 
  
 
 
 
Adjusted Income before Income Taxes
  
$
123,033
 
 
$
70,909
 
Adjusted tax expense (11)
   (30,758)   (17,728) 
  
 
 
  
 
 
 
Adjusted Net Income (12)
  
$
92,275
 
 
$
53,181
 
  
 
 
  
 
 
 
Net Income Margin (13)
  
 
16.3
% 
 
 
20.3
% 
Adjusted Net Income Margin (14)
  
 
23.7
% 
 
 
21.6
% 
(1)
Interest Expense includes amortization of deferred issuance costs.
(2)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were $1.3 million for the three months ended June 30, 2020, while General and administrative expenses contributed to $0.3 million and $3.4 million of the acquisition-related expense for the three months ended June 30, 2021 and 2020, respectively.
(3)
(3)
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.
(4)
Restructuring and related expense consists of compensation and benefits of $2.2 million for the three months ended June 30, 2021, and General and administrative costs including occupancy and professional services fees of $1.0 million and $0.9 million for the three months ended June 30, 2021 and 2020, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See Note 4,
Restructuring
of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and
non-recurring
lease costs.
(5)
Amortization and expense related to discontinued prepaid incentive programs—See Note 12,
Employee Benefit Plans, Prepaid and Long-Term Incentives
of the unaudited quarterly consolidated financial statements for further discussion.
(6)
Other
non-operating
loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B Preferred Units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See Note 10,
Redeemable Preferred Units
of the unaudited quarterly consolidated financial statements for further discussion. For the three months ended June 30, 2020,
non-operating
loss (income) includes the change in fair value of interest rate swaps which were discontinued in 2020.
(4)
55
Restructuring and related expense consists of compensation and benefits of $0.5 million and $2.2 million for the three months ended June 30, 2022 and 2021, respectively,and General and administrative costs including occupancy and professional services fees of $2.0 million and $1.0 million for the three months ended June 30, 2022 and 2021, respectively, related to the Restructuring Plan.The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See “Note 5, Restructuring” of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and non-recurring lease costs.
(5)
(7)
Equity-based compensation reflects
non-cash
equity-based expense.
(8)
Discontinued programs expense includes $0.2 million of General and administrative expense for the three months ended June 30, 2020. Compensation and benefits expense was $0.5 million for the three months ended June 30, 2020. These costs were associated with concluding specific programs that are no longer core to our business. Revenue associated with these programs of $(0.3) million is also reflected in this adjustment for the three months ended June 30, 2020.
(9)
Other
non-recurring
items include
one-time
professional services costs associated with term debt repricing, and
one-time
non-income
tax charges and tax and accounting consultancy costs associated with potential structure changes.
(10)
IPO related expenses includes $0.3 million of General and administrative expense associated with the preparations for Sarbanes Oxley compliance and
post-IPO
long-term incentive arrangements.
(11)
Ryan Specialty Group Holdings, Inc. will be 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 Ryan Specialty Group, LLC. For comparability purposes, this calculation of adjusted tax expense incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the Company owned 100% of Ryan Specialty Group, LLC.
(12)
Consolidated Adjusted Net Income does not reflect a deduction for the Adjusted Net Income associated with the
non-controlling
interest in Ryan Re.
(13)
Net Income Margin is Net Income as a percentage of total revenue.
(14)
Adjusted Net Income Margin is Adjusted Net Income as a percentage of total revenue.
   
Six months ended

June 30,
 
(in thousands, except percentages)
  
2021
  
2020
 
Total Revenue
  
$
701,470
 
 
$
454,516
 
Net Income
  
$
59,606
 
 
$
63,205
 
Income tax expense
   4,566   3,162 
Amortization
   55,113   19,149 
Amortization of deferred issuance costs (1)
   5,769   693 
Change in contingent consideration
   2,313   1,032 
Acquisition-related expense (2)
   2,022   5,603 
Acquisition related long-term incentive compensation (3)
   18,504   1,064 
Restructuring expense (4)
   10,172   1,425 
Amortization and expense related to discontinued prepaid incentives (5)
   3,682   5,063 
Other
non-operating
loss (income) (6)
   29,336   2,492 
Equity-based compensation (7)
   7,888   4,731 
Discontinued programs expense (8)
   —     395 
Other
non-recurring
items (9)
   354   93 
IPO related expenses (10)
   316   —   
(Income) / loss from equity method investments in related party
   (434)   (87) 
  
 
 
  
 
 
 
Adjusted Income before Income Taxes
  
$
199,207
 
 
$
108,020
 
Adjusted tax expense (11)
   (49,802)   (27,005) 
  
 
 
  
 
 
 
Adjusted Net Income (12)
  
$
149,405
 
 
$
81,015
 
  
 
 
  
 
 
 
Net Income Margin (13)
  
 
8.5
% 
 
 
13.9
% 
Adjusted Net Income Margin (14)
  
 
21.3
% 
 
 
17.8
% 
(1)
Interest Expense includes amortization of deferred issuance costs.
(2)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were $1.6 million for the six months ended June 30, 2020, while General and administrative expenses contributed to $2.0 million and $4.0 million of the acquisition-related expense for the years ended June 30, 2021 and 2020, respectively.
Amortization and expense related to discontinued prepaid incentive programs – see “Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives” of the unaudited quarterly consolidated financial statements for further discussion.
(6)
56
For the three months ended June 30, 2022, Other non-operating loss (income) includes a $(0.5) million change in the TRA liability caused by an update in our blended state tax rates. For the three months ended June 30, 2021, Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the Redeemable Preferred Units. This change in fair value of $8.0 million was due to the occurrence of a Realization Event in the third quarter of 2021, which is defined in the Onex Purchase Agreement as a Qualified Public Offering or a Sale Transaction.
(7)
(3)
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.
(4)
Restructuring and related expense consists of compensation and benefits of $8.4 million for the six months ended June 30, 2021, and General and administrative costs including occupancy and professional services fees of $1.8 million and $1.4 million for the six months ended June 30, 2021 and 2020, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See Note 4,
Restructuring
of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and
non-recurring
lease costs.
(5)
Amortization and expense related to discontinued prepaid incentive programs—See Note 12,
Employee Benefit Plans, Prepaid and Long-Term Incentives
of the unaudited quarterly consolidated financial statements for further discussion.
(6)
Other
non-operating
loss (income) includes the change in fair value of the embedded derivatives on the redeemable Class B Preferred Units. This change in fair value is due to the increased likelihood of a Realization Event, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. See Note 10,
Redeemable Preferred Units
of the unaudited quarterly consolidated financial statements for further discussion. Also, in the six months ended June 30, 2021,
non-operating
loss (income) includes costs associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt. This
non-operating
loss (income) for the six months ended June 30, 2020 includes the change in fair value of interest rate swaps which were discontinued in 2020.    
(7)
Equity-based compensation reflects
non-cash
Equity-based compensation reflects non-cash equity-based expense.
(8)
Discontinued programs expense includes $0.2 million of General and administrative expense for the six months ended June 30, 2020. Compensation and benefits expense was $0.5 million for the six months ended June 30, 2020. These costs were associated with concluding specific programs that are no longer core to our business. Revenue associated with these programs of $(0.3) million is also reflected in this adjustment for the six months ended June 30, 2020.
(9)
Other
non-recurring
items include
one-time
professional services costs associated with term debt repricing, and
one-time
non-income
tax charges and tax and accounting consultancy costs associated with potential structure changes.
(10)
IPO related expenses includes $0.3 million of General and administrative expense for the six months ended June 30, 2021 associated with the preparations for Sarbanes Oxley compliance and
post-IPO
long-term incentive arrangements.
(11)
Ryan Specialty Group Holdings, Inc. will be 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 Ryan Specialty Group, LLC. For comparability purposes, this calculation of adjusted tax expense incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the Company owned 100% of Ryan Specialty Group, LLC.
(12)
Consolidated Adjusted Net Income does not reflect a deduction for the Adjusted Net Income associated with the
non-controlling
interest in Ryan Re.
(13)
Net Income Margin is Net Income as a percentage of total revenue.
(14)
Adjusted Net Income Margin is Adjusted Net Income as a percentage of total revenue.
(8)
Other non-recurring expense includes one-time impacts that do not reflect the core performance of the business, including de minimis General and administrative expenses for the three months ended June 30, 2021. Other non-recurring items include one-time professional services costs associated with term debt repricing, one-time non-income tax charges, and tax and accounting consultancy costs associated with potential structure changes.
(9)
IPO related expenses include $0.5 million and $0.3 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance, tax, and accounting advisory services on IPO-related structure changes for the three months ended June 30, 2022 and 2021, respectively, and Compensation-related expense of $14.1 million for the three months ended June 30, 2022 primarily related to the revaluation of existing equity awards at IPO as well as expense for new awards issued at IPO.
(10)
The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to our allocable share of any net taxable income of the LLC. For the three months ended June 30, 2022 this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.65% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC. For the three months ended June 30, 2021 this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.00% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC.
(11)
Net income margin is Net income as a percentage of Total revenue.

52

 

 

Six Months Ended June 30,

 

(in thousands, except percentages)

 

2022

 

 

2021

 

Total revenue

 

$

878,182

 

 

$

701,470

 

Net income

 

$

88,196

 

 

$

59,606

 

Income tax expense

 

 

6,665

 

 

 

4,566

 

Amortization

 

 

52,896

 

 

 

55,113

 

Amortization of deferred debt issuance costs (1)

 

 

5,984

 

 

 

5,769

 

Change in contingent consideration

 

 

(1,260

)

 

 

2,313

 

Acquisition-related expense (2)

 

 

2,152

 

 

 

2,022

 

Acquisition related long-term incentive compensation (3)

 

 

14,798

 

 

 

18,504

 

Restructuring and related expense (4)

 

 

5,698

 

 

 

10,172

 

Amortization and expense related to discontinued prepaid incentives (5)

 

 

3,542

 

 

 

3,682

 

Other non-operating loss (income) (6)

 

 

6,898

 

 

 

29,336

 

Equity-based compensation (7)

 

 

12,480

 

 

 

7,888

 

Other non-recurring items (8)

 

 

—

 

 

 

354

 

IPO related expenses (9)

 

 

31,674

 

 

 

316

 

(Income) / loss from equity method investments in related party

 

 

558

 

 

 

(434

)

Adjusted income before income taxes

 

$

230,281

 

 

$

199,207

 

Adjusted tax expense (10)

 

 

(59,067

)

 

 

(49,802

)

Adjusted net income

 

$

171,214

 

 

$

149,405

 

Net income margin (11)

 

 

10.0

%

 

 

8.5

%

Adjusted net income margin

 

 

19.5

%

 

 

21.3

%

(1)
Interest expense, net includes amortization of deferred debt issuance costs.
(2)
Acquisition-related expense includes diligence, transaction-related, and integration costs. Compensation and benefits expenses were $0.1 million for the six months ended June 30, 2022, while General and administrative expenses contributed to $2.1 million and $2.0 million of the acquisition-related expense for the six months ended June 30, 2022 and 2021, respectively.
(3)
Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.
(4)
Restructuring and related expense consists of compensation and benefits of $0.7 million and $8.4 million for the six months ended June 30, 2022 and 2021, respectively, and General and administrative costs including occupancy and professional services fees of $5.0 million and $1.8 million for the six months ended June 30, 2022 and 2021, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See “Note 5, Restructuring” of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance, and non-recurring lease costs.
(5)
Amortization and expense related to discontinued prepaid incentive programs – see “Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives” of the unaudited quarterly consolidated financial statements for further discussion.
(6)
For the six months ended June 30, 2022, Other non-operating loss (income) includes a $7.2 million charge related to the change in the TRA liability caused by a change in our blended state tax rates. For the six months ended June 30, 2021, Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the Redeemable Preferred Units. This change in fair value of $20.6 million was due to the occurrence of a Realization Event in the third quarter of 2021, which is defined in the Onex Purchase Agreement as a Qualified Public Offering or a Sale Transaction. For the six months ended June 30, 2021, Other non-operating loss (income) also includes expense of $8.6 million associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt.
(7)
Equity-based compensation reflects non-cash equity-based expense.
(8)
Other non-recurring expense includes one-time impacts that do not reflect the core performance of the business, including General and administrative expenses of $0.4 million for the six months ended June 30, 2021. Other non-recurring items include one-time professional services costs associated with term debt repricing, one-time non-income tax charges, and tax and accounting consultancy costs associated with potential structure changes.
(9)
IPO related expenses include $1.1 million and $0.3 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance, tax, and accounting advisory services on IPO-related structure changes for the six

53

months ended June 30, 2022 and 2021, respectively, and Compensation-related expense of $30.5 million for the three months ended June 30, 2022 primarily related to the revaluation of existing equity awards at IPO as well as expense for new awards issued at IPO.
(10)
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 six months ended June 30, 2022, this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.65% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC. For the six months ended June 30, 2021, this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.00% on 100% of our adjusted income before income taxes as if the Company owned 100% of the LLC.
(11)
Net income margin is Net income as a percentage of Total revenue.

Adjusted Diluted Earnings per Share

We define Adjusted diluted earnings per share as Adjusted net income divided by diluted shares outstanding after adjusting for the effect of the exchange of 100% of the outstanding LLC Common Units (together with the shares of Class B common stock) into shares of Class A common stock and the effect of unvested equity awards. The most directly comparable GAAP financial metric is diluted earnings per share.

A reconciliation of Adjusted diluted earnings per share to Diluted earnings per share, the most directly comparable GAAP measure, for each of the periods indicated is as follows:

 

 

Three Months Ended June 30, 2022

 

 

 

 

 

Adjustments

 

 

 

 

(in thousands, except per share data)

 

U.S. GAAP

 

 

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

 

 

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

 

 

Plus: Adjustments to Adjusted net income
(3)

 

 

Plus: Dilutive impact of unvested equity awards
(4)

 

 

Adjusted diluted earnings per share

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable
to Class A common
shareholders- diluted

 

$

26,432

 

 

 

(1,931

)

 

 

45,619

 

 

$

36,329

 

 

$

—

 

 

$

106,449

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

120,205

 

 

 

—

 

 

 

144,495

 

 

 

—

 

 

 

5,090

 

 

 

269,791

 

Net income per
share of Class A
common stock- diluted

 

$

0.22

 

 

$

(0.02

)

 

$

0.06

 

 

$

0.14

 

 

$

(0.01

)

 

$

0.39

 

(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. See “Note 12, Earnings Per Share” of the unaudited quarterly consolidated financial statements.
(2)
For comparability purposes, this calculation incorporates the Net income and weighted average shares of Class A common stock that would be outstanding if all LLC Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common stock. See “Note 12, 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.”
(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 earnings per share calculation disclosed in “Note 12, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

54

 

 

Six Months Ended June 30, 2022

 

 

 

 

 

 

Adjustments

 

 

 

 

(in thousands, except per share data)

 

U.S. GAAP

 

 

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

 

 

Plus: Net income attributed to non-controlling interests
(2)

 

 

Plus: Adjustments to Adjusted net income
(3)

 

 

Plus: Dilutive impact of unvested equity awards
(4)

 

 

Adjusted diluted earnings per share

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable
to Class A common
shareholders- diluted

 

$

73,726

 

 

$

(42,314

)

 

$

56,784

 

 

$

83,018

 

 

$

—

 

 

$

171,214

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

264,417

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,386

 

 

 

269,804

 

Net income per
share of Class A
common stock- diluted

 

$

0.28

 

 

$

(0.16

)

 

$

0.21

 

 

$

0.32

 

 

$

(0.02

)

 

$

0.63

 

(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. See “Note 12, Earnings Per Share” of the unaudited quarterly consolidated financial statements.
(2)
For comparability purposes, this calculation incorporates the Net income that would be outstanding if all LLC Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common stock. The 143,962 weighted average outstanding LLC Common Units were considered dilutive for the six months ended June 30, 2022 and included in the 264,417 of Weighted-average shares outstanding within Diluted EPS. See “Note 12, 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.”
(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 earnings per share calculation disclosed in “Note 12, Earnings Per Share” of the unaudited quarterly consolidated financial statements.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations. We believe that the balance sheet and strong cash flow profile of the business provides adequate liquidity. The primary sources of liquidity are cashCash and cash equivalents on the balance sheet,Consolidated Balance Sheets, cash flows provided by operations, and debt capacity available under our credit facilities.Revolving Credit Facility, Term Loan, and Senior Secured Notes (together “Credit Facility”). The primary uses of liquidity are operating expenses, seasonal working capital needs, business combinations, capital expenditures, obligations under the TRA, taxes, and distributions to members.LLC Unitholders. We believe that cash and cash equivalents, cash flows from operations, and amounts available credit facilitiesunder our Credit Facility will be sufficient to meet the liquidity needs, including principal and interest payments on debt obligations, capital expenditures, and anticipated working capital requirements, for the next 12 months and beyond.

Cash on the balance sheet includes funds available for general corporate purposes. We will recognize fiduciary amounts due to others as fiduciary liabilities and fiduciary amounts collectible and held on behalf of others, including insurance policyholders, clients, other insurance intermediaries, and insurance carriers, as fiduciary assets in the Consolidated Statements of Financial Position. Fiduciary assets cannot be used for general corporate purposes. Insurance premiums and claims are held in a fiduciary capacity and the obligation to remit these funds is recorded as Fiduciary liabilities in the Consolidated Statements of Financial Position.
57
In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remits the premiums to the respective insurance markets and carriers. We also collect claims prefunding or refunds from carriers on behalf of insureds, which are then returned to the insureds. Insurance premiums and claim funds are held in a fiduciary capacity. The levels of fiduciary assets and liabilities can fluctuate significantly depending on when we collect the premiums, claims prefunding, and refunds, make payments to markets, carriers, and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency movements. Fiduciary assets, because of their nature, are generally invested in very liquid securities with a focus on preservation of principal. To minimize investment risk, we and our subsidiaries maintain cash holdings pursuant to an investment policy approved by our Board of Directors. The policy requires broad diversification of holdings across a variety of counterparties utilizing limits set by our Board of Directors, primarily based on credit rating and type of investment. Fiduciary assets included cash of $675.8 million and $583.1 million at June 30, 2021 and December 31, 2020, respectively, and fiduciary receivables of $1,617.6 million and $1,395.1 million at June 30, 2021 and December 31, 2020, respectively. While we earn investment income on fiduciary assets held in cash and investments, the cash and investments cannot be used for general corporate purposes. Of the $307.5 million of Cash and cash equivalents on the Consolidated Statements of Financial Position as of June 30, 2021, $120.1 million is held in fiduciary accounts and is available for general corporate purposes.
Comparison of Cash Flows for the Six Months Ended June 30, 2021 and 2020
Cash and cash equivalents increased $200.2 million from $107.3 million at June 30, 2020 to $307.5 million at June 30, 2021. A summary of our cash flows provided by and used for continuing operations from operating, investing, and financing activities is as follows:
Cash Flows from Operating Activities
Net cash provided by operating activities during the six months ended June 30, 2021 increased $39.4 million, or 57.6%, from the six months ended June 30, 2020 to $107.7 million. This amount represents net income reported, as adjusted for amortization and depreciation, prepaid and deferred equity compensation expense, as well as the change in commission and fees receivable, accrued compensation and other current and noncurrent assets and liabilities. Strong organic revenue growth and the All Risks Acquisition drove operating cash flow performance period-over-period. While Net income decreased $3.6 million during the six months ended June 30, 2021, the increase in the
non-cash
adjustments for the amortization of intangibles and debt issuance costs, as well as the timing of payments for long-term incentive plans associated with the All Risks Acquisition which will occur in the third and fourth quarters of 2021, increased operating cash flows.
Cash Flows from Investing Activities
Cash flows used for investing activities during the six months ended June 30, 2021 were $0.2 million, a decrease of $40.7 million compared to the six months ended June 30, 2020. The main driver of the cash flows used for investing activities in the six months ended June 30, 2020 was the final remaining capital commitment on the equity method investment in a Bermuda based reinsurance company, Geneva Re, a joint venture between Nationwide Mutual Insurance Company and Ryan Investment Holdings, LLC an entity under common control – See Note 15,
Related Parties
in the unaudited quarterly consolidated financial statements, in addition to other smaller acquisitions and funding of prepaid incentives of $4.3 million as compared to the repayment of prepaid incentives in the six months ended June 30, 2021 of $3.8 million.
Cash Flows from Financing Activities
Cash flows used in financing activities during the six months ended June 30, 2021 were $113.1 million, an increase of $143.0 million compared to cash flows provided by financing activities of $29.9 million during the six months ended June 30, 2020. The main drivers of cash flows used in financing activities were $48.4 million in cash paid for the remaining 53%
non-controlling
common equity interest in Ryan Re, $47.0 million of cash distributions paid to members, $8.3 million repayment of term debt, $4.2 million of costs paid associated with the prospective offering, and $3.9 million of equity repurchases, which compares to $145.9 million of term loan borrowings net of repayments, offset by repayments net of borrowings of $43.2 million on the revolving credit facility, $20.0 million repayment of subordinated notes, $39.2 million of equity repurchases and $13.6 million of cash distributions to members for the six months ended June 30, 2020.
58
Other Liquidity Matters
General
In connection with the IPO but prior to June 30, 2021, the Board approved the repurchase of 74,990 of Class B Preferred Units from the Founder Group for $78.3 million, which reflects the par value of $75.0 million plus unpaid accrued preferred dividends. As the repurchase did not occur until July 1, 2021, a liability for the full amount is included in Preferred units repurchase payable on the Consolidated Statements of Financial Position, and the Class B Preferred Units remained outstanding as of June 30, 2021.
On July 26, 2021, we closed our IPO through which we issued and sold 65,456,020 shares of Class A common stock at a price per share of $23.50. We received approximately $1,449.7 million in net proceeds after deducting underwriting discounts and commissions of $76.9 million and offering expenses of $11.6 million. Upon closing of the IPO, we paid (i) $119.9 million to acquire 5,887,570 newly issued LLC Units in Holdings LLC, (ii) $343.5 million to acquire the equity of an entity through which Onex held its preferred unit interest in Holdings LLC (with the 260,000,000 Class B Preferred Units of Holdings LLC owned by the entity converted through a series of transactions to 15,387,026 LLC Units immediately thereafter), (iii) $795.7 million to acquire 35,641,682 outstanding LLC Units from certain existing holders of LLC Units at a purchase price per LLC Unit equal to $23.50, the IPO price per share of Class A common stock in our IPO, (iv) $76.2 million to purchase an additional 3,415,097 newly issued LLC Units in Holdings LLC, and (v) $114.4 million to repurchase and retire 5,122,645 shares of Class A common stock held by Onex. In turn, Holdings LLC applied the balance of the net proceeds it received on account of the newly issued LLC Units to pay $72.9 million of TRA Alternative Payments arising from the Organizational Transactions. The remaining $123.2 million of net proceeds are reserved for general corporate purposes.
On August 10, 2021, the Board of Ryan Specialty Group Holdings, Inc. elected to terminate the All Risks long-term incentive plans. The decision to terminate the plans will not change the value of, or entitlements to, any benefits thereunder. The benefits accruing under these plans are required to be paid within twelve months of the termination date (i.e., by August 10, 2022). These awards remain subject to the achievement of service conditions. We expect to make payments related to these long-term incentive plans of $97.8 million in 2021 and $113.2 million in 2022.
We believe our cash and cash equivalents (including proceeds from the IPO), our Credit Facilities and cash from operations will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months. Our future capital requirements will depend on many factors including continuance of historical working capital levels and capital expenditure needs, investment in de novo offerings, and the flow of deals in our merger and acquisition program.

We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations, this could reduce our ability to compete successfully and harm ourthe results of our operations.

Cash and cash equivalents on the Consolidated Balance Sheets includes funds available for general corporate purposes. Fiduciary cash and receivables cannot be used for general corporate purposes. Insurance premiums, claims funds, and surplus lines taxes are held in a fiduciary capacity and the obligation to remit these funds is recorded as Fiduciary liabilities in the Consolidated Balance Sheets. We will recognize fiduciary amounts due to others as fiduciary liabilities and fiduciary amounts collectible and held on behalf of others, including insurance carriers, other insurance intermediaries, surplus lines taxing authorities, clients, and insurance policy holders, as Fiduciary cash and receivables in the Consolidated Balance Sheets.

55

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance markets and carriers. We also collect claims prefunding or refunds from carriers on behalf of insureds, which are then returned to the insureds, and surplus lines taxes, which are then remitted to surplus lines taxing authorities. Insurance premiums, claims funds, and surplus lines taxes are held in a fiduciary capacity. The levels of Fiduciary cash and receivables and Fiduciary liabilities can fluctuate significantly depending on when we collect the premiums, claims prefunding, and refunds, make payments to markets, carriers, surplus lines taxing authorities, and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency movements. Fiduciary cash, because of its nature, is generally held in very liquid securities with a focus on preservation of principal. To minimize investment risk, we and our subsidiaries maintain cash holdings pursuant to an investment policy which contemplates all relevant rules established by states with regard to fiduciary cash and is approved by our Board of Directors. The policy requires broad diversification of holdings across a variety of counterparties utilizing limits set by our Board of Directors, primarily based on credit rating and type of investment. Fiduciary cash and receivables included cash of $811.0 million and $675.8 million as of June 30, 2022 and 2021, respectively, and fiduciary receivables of $2,006.8 million and $1,617.6 million as of June 30, 2022 and 2021, respectively. While we may earn interest income on fiduciary cash held in cash and investments, the fiduciary cash may not be used for general corporate purposes. Of the $866.6 million of Cash and cash equivalents on the Consolidated Balance Sheets as of June 30, 2022, $153.7 million is held in fiduciary accounts representing collected revenue and is available to be transferred to operating accounts and used for general corporate purposes.

Credit Facilities

We expect to have sufficient financial resources to meet our business requirements infor the next 12 months. Although cash from operations is expected to be sufficient to service our activities, including servicing our debt and contractual obligations, and financefinancing capital expenditures, we have the ability to borrow under our credit facilitiesRevolving Credit Facility to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.

On September 1, 2020, we entered into the Credit Agreement with leading institutions, including JPMorgan Chase Bank, N.A., the Administrative Agent, for term loanTerm Loan borrowings totaling $1,650.0 million and a revolving credit facilityRevolving Credit Facility totaling $300.0 million, in connection with financing the All Risks Acquisition. Borrowings under our revolving credit facilityRevolving Credit Facility are permitted to be drawn for our working capital and other general corporate financing purposes and those of certain of our subsidiaries. Borrowings under our credit agreementCredit Agreement are unconditionally guaranteed by certain of ourvarious subsidiaries and are secured by a lien and security interest in substantially all of our assets. See “Note 8,

9, Debt
” in the notes to our audited consolidated financial statements in this Annual Report for further information regarding our debt arrangements.

On July 26, 2021, we entered into an amendment to our Credit Agreement, which provided for an increase in the size of our Revolving Credit Facility from $300.0 million to $600.0 million. Interest on the upsized Revolving Credit Facility bore interest at the Eurocurrency Rate (LIBOR) plus a margin that ranged from 2.50% to 3.00%, based on the first lien net leverage ratio defined in our Credit Agreement. No other significant terms under our agreement governing the Revolving Credit Facility were changed in connection with such amendment.

On February 3, 2022, the LLC issued $400.0 million of senior secured notes. The notes have a 4.375% interest rate and will mature on February 1, 2030.

On April 29, 2022 the Company entered into the Fourth Amendment to the Credit Agreement on its Term Loan and Revolving Credit Facility to transition its LIBOR rate to a Benchmark Replacement of Adjusted Term SOFR plus a Credit Spread Adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing periods, respectively.

As of June 30, 2022, the interest rate on the Term Loan was SOFR plus 3.00%, subject to a 75 basis point floor.

As of June 30, 2022, we were in compliance with all of the covenants under our Credit Agreement and there were no events of default for the six months ended June 30, 2022.

See “Note 9, Debt”in the notes to our unaudited quarterly consolidated financial statements for further information regarding our debt arrangements.

59
As

Tax Receivable Agreement

In connection with the Organizational Transactions and IPO, the Company entered into a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by the Company to current and certain former LLC Unitholders, of December 31, 2020, the interest rate on our term loan was LIBOR, subject to a 75 basis point floor, plus 3.25%.

As of December 31, 2020, we were in compliance with all85% of the covenants under our credit agreement and there were no events of default for the year ended December 31, 2020.
In March 2021, we completed a repricing of our outstanding term loan borrowings. As of March 31, 2021, the interest rate on the term loan was LIBOR, plus 3.00%, subject to a 75 basis point floor. All other terms remain substantially unchanged.
As of June 30, 2021, we werenet cash savings, if any, in compliance with all of the covenants under our credit agreement and there were no events of default for the six months ended June 30, 2021.
On July 26, 2021, we entered into an amendment to our credit agreement, which provided for an increase in the size of our revolving credit facility from $300 million to $600 million. Interest on the upsized revolving credit facility bears interest at LIBOR plus a margin that ranges from 2.50% to 3.00%, based on the first lien net leverage ratio defined in our credit agreement. No other significant terms under our credit agreement governing the revolving credit facility were changed in connection with such amendment.
Tax Receivable Agreement
As a result of its ownership of LLC Units in Holdings LLC, the Company is now subject to U.S. federal, state and local income taxes with respectthat the Company realizes (or is deemed to its allocable sharerealize in certain circumstances) as a result of any taxable income(i) certain increases in the tax basis of Holdingsthe assets of the LLC resulting from purchases or exchanges of

56

LLC Common Units (“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled to (if any), and is taxed at the prevailing corporate(iv) certain other tax rates. In addition to tax expenses, we also will incur expensesbenefits related to our operations and we will be requiredthe Company entering into the TRA, including tax benefits attributable to makepayments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the Tax Receivable Agreement. TRA.

Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the LLC Common Unit exchanges and the resulting amounts we are likely to pay out to current and certain former LLC Unitholders and Onex pursuant to the Tax Receivable Agreement;TRA; however, we estimate that such tax benefits and the related TRA payments may be substantial. AssumingAs set forth in the table below, and assuming no changes in the relevant tax law and that we earn sufficient taxable income to realize all cash tax savings that are subject to the Tax Receivable Agreement,TRA as a result of transaction, we expect future payments under the Tax Receivable Agreement relating to the purchase by Ryan Specialty Holdings, Inc.TRA as a result of LLC Units in connection with the IPOtransactions as of June 30, 2022 will be approximately $309.8$293.8 million over the next 15 years from approximately $15.0 million to $20.0 million per year and decline thereafter. As a result, we expect that aggregate payments under the Tax Receivable Agreement over this

15-year
period will be approximately $300.0 million.in aggregate. Future payments in respect ofto subsequent exchanges or financings would be in addition to these amounts and are expected to be substantial. The foregoing numbersamounts are merely estimates and the actual payments could differ materially. In the event of a permissible early termination of the TRA the Company is required to pay to each holder of the TRA an early termination payment equal to the discounted present value of all unpaid TRA Payments. The Company has not made and is not likely to make an election for an early termination. We expect to fund thesefuture TRA payments usingwith tax distributions from the LLC that come from cash on hand and cash generated from operations.

(in thousands)

 

Exchange Tax Attributes (1)

 

 

Pre-IPO M&A Tax Attributes (2)

 

 

TRA Payment Tax Attributes (3)

 

 

TRA Liabilities

 

Balance at December 31, 2021

 

$

136,704

 

 

$

83,389

 

 

$

52,007

 

 

$

272,100

 

Exchange of LLC Common Units

 

 

9,897

 

 

 

1,435

 

 

 

3,159

 

 

 

14,491

 

Remeasurement - change in state rate

 

 

2,884

 

 

 

1,759

 

 

 

2,530

 

 

 

7,173

 

Payments

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance at June 30, 2022

 

$

149,485

 

 

$

86,583

 

 

$

57,696

 

 

$

293,764

 

Total expected estimated tax savings from each of the tax attributes associated with the TRA are (1) Exchange Tax Attributes of $175.9 million, (2) Pre-IPO M&A Tax Attributes of $101.9 million, and (3) TRA Payment Tax Attributes of $67.9 million. The Company will retain the benefit of 15% of these cash savings.

Comparison of Cash Flows for the Six Months Ended June 30, 2022 and 2021

Cash and cash equivalents increased $559.1 million from $307.5 million at June 30, 2021 to $866.7 million at June 30, 2022. A summary of our cash flows provided by and used for continuing operations from operating, investing, and financing activities is as follows:

Cash Flows from Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2022 increased $57.0 million from the six months ended June 30, 2021 to $164.7 million. This amount represents net income reported, as adjusted for amortization and depreciation, prepaid and deferred equity compensation expense, as well as the change in commission and fees receivable, accrued compensation and other current and noncurrent assets and liabilities. Net income increased $28.6 million and Non-cash equity-based compensation increased $35.4 million during the six months ended June 30, 2022.

Cash Flows from Investing Activities

Cash flows used for investing activities during the six months ended June 30, 2022 were $6.8 million, an increase of $6.6 million compared to the $0.2 million of cash flows used for investing activities during the six months ended June 30, 2021. The main driver of the cash flows used for investing activities in the six months ended June 30, 2022 was $6.8 million of capital expenditures, compared to $3.9 million of capital expenditures offset by $3.8 million of Prepaid incentive repayments the six months ended June 30, 2021.

Cash Flows from Financing Activities

Cash flows provided by financing activities during the six months ended June 30, 2022 were $379.8 million, an increase of $399.2 million compared to cash flows used by financing activities of $19.4 million during the six months ended June 30, 2021. The main drivers of cash flows provided by financing activities during the six months ended June 30, 2022 were the Bond issuance of $394.0 million and the net change in fiduciary liabilities of $54.4 million, offset by the cash distributions to LLC Unitholders of $26.2 million, payment of interest rate cap premium of $25.5 million, the repayment of term debt of $8.3 million, and the payment of contingent consideration of $6.2 million. The main drivers of cash flows used by financing activities during the six months ended June 30, 2021 were the purchase of the remaining interest in Ryan Re of $48.4 million, cash distributions to certain pre-IPO LLC

57

Unitholders of $47.0 million, repayment of term debt of $8.3 million, deferred offering and debt issuance costs paid of $5.5 million, and equity repurchases from pre-IPO LLC Unitholders of $3.9 million, offset by $93.7 million of net change in fiduciary liabilities.

Contractual Obligations and Commitments

Our principal commitments consist of contractual obligations in connection with investing and operating activities. In “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” included in our IPO Prospectus, we disclosed our total contractual obligations as of December 31, 2020. These obligations are further described within Note 7,

Leases
and “Note 8,
Debt
Leases” and “Note 9, Debt”in the notes to our unaudited consolidated financial statements. See notes to our unaudited consolidated financial statements forand provide further description on provisions that create, increase, or accelerate obligations, or other pertinent data to the extent necessary for an understanding of the timing and amount of the specified contractual obligations. Outside of the above

Within “Note 14, Employee Benefit Plans, Prepaid and routine transactions madeLong-Term Incentives” in the ordinary course of business, therenotes to our unaudited consolidated financial statements we discuss various long-term incentive compensation agreements and their impact. These agreements are typically associated with an acquisition. Below we have been no material changes tooutlined the contractual obligationsliabilities accrued as disclosed in our IPO Prospectus.

60
Off-Balance
Sheet Arrangements
As of June 30, 2021,2022, the projected future expense, and the projected timing of future cash outflows associated with these arrangements.

Long-term Incentive Compensation Agreements

 

(in thousands)

 

June 30, 2022

 

Current accrued compensation

 

$

—

 

Non-current accrued compensation

 

 

180

 

Total liability

 

$

180

 

Projected future expense

 

 

625

 

Total projected future cash outflows

 

$

805

 

 

 

 

 

Projected Future Cash Outflows

 

(in thousands)

 

 

 

2022

 

$

—

 

2023

 

 

—

 

2024

 

 

—

 

2025

 

 

 

Thereafter

 

$

805

 

Within “Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives” in the notes to our unaudited consolidated financial statements we did notdiscuss the All Risks Long-Term Incentive Plans and their impact. Below we have any

off-balance
sheetoutlined the liabilities accrued as of June 30, 2022, the projected future expense, and the projected timing of future cash outflows associated with these arrangements.

All Risks Long-Term Incentive Plan

 

(in thousands)

 

June 30, 2022

 

Current accrued compensation

 

$

101,551

 

Non-current accrued compensation

 

 

—

 

Total liability

 

$

101,551

 

Projected future expense

 

 

5,067

 

Total projected future cash outflows

 

$

106,618

 

 

 

 

 

Projected Future Cash Outflows

 

(in thousands)

 

 

 

2022

 

$

106,618

 

2023

 

 

—

 

2024

 

 

—

 

2025

 

 

—

 

Thereafter

 

$

—

 

Within “Note 4, Mergers and Acquisitions” in the notes to our unaudited consolidated financial statements we discuss various contingent consideration arrangements and their impact. Below we have outlined the liabilities accrued as defined in Item 303(a)(4)(ii) of

Regulation S-K.
June 30, 2022, the projected future expense, and the projected timing of future cash outflows associated with these contingent consideration agreements.

58

Contingent Consideration

 

(in thousands)

 

June 30, 2022

 

Current accounts payable and accrued liabilities

 

$

6,188

 

Other non-current liabilities

 

 

20,169

 

Total liability

 

$

26,357

 

Projected future expense

 

 

6,016

 

Total projected future cash outflows

 

$

32,373

 

 

 

 

 

Projected Future Cash Outflows

 

(in thousands)

 

 

 

2022

 

$

—

 

2023

 

 

6,689

 

2024

 

 

—

 

2025

 

 

25,684

 

Thereafter

 

$

—

 

For further discussion, see “Note 4, Mergers and Acquisitions,” “Note 8, Leases,” “Note 9, Debt,” “Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives,” and “Note 17, Commitments and Contingencies” of the notes to our unaudited consolidated financial statements.

Critical Accounting Policies and Estimates

The methods, assumptions, and estimates that we use in applying the accounting policies may require us to apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if: (i) the Company must make assumptions that were uncertain when the judgment was made, and (ii) changes in the estimate assumptions, or selection of a different estimate methodology, could have a significant impact on our financial position and the results that ourwe will report in the consolidated financial statements. While we believe that the estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made. The accounting policies that we believe reflect our more significant estimates, judgments, and assumptions that are most critical to understanding and evaluating our reported financial results are: revenue recognition, fair value, and goodwill and intangibles.

Our critical accounting policies are described under the heading “Management’s“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies” in our IPO Prospectus. There have been no materialthe Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 16, 2022. Additionally, the changes, if any, to our critical accounting policies and estimates disclosed in our IPO Prospectus. For more information, refer to the Annual Report on Form 10-K for the year ended December 31, 2021 are included in “Note 1,

Basis of Presentation
in the notes2, Significant Accounting Policies,” to our unaudited consolidated financial statements.
statements.

Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see “Note 1,

Basis of Presentation
2, Significant Accounting Policies”in the notes to our unaudited consolidated financial statements.
Emerging Growth Company
We qualify as an “emerging growth company” pursuant to the provisions of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, exemptions from the requirements of holding advisory
“say-on-pay”
votes on executive compensation and shareholder advisory votes on golden parachute compensation.
The JOBS Act also permits an emerging growth company like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for public companies that are not emerging growth companies. The decision to opt out of the extended transition period under the JOBS Act is irrevocable.
We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following the fifth anniversary of the completion of our IPO, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.07 billion, (iii) the date on which we are deemed to be a large accelerated filer (this means the market value of common stock that is held by non-affiliates exceeds $700.0 million as of the end of the second quarter of that fiscal year), or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. We expect to cease to qualify as an “emerging growth company” after the completion of our 2021 fiscal year.
61

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to various market risks in the

day-to-day
operations. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates.

Foreign Currency Risk

For the six months ended June 30, 2021,2022, approximately 3% of revenues were generated from activities in the United Kingdom, Europe, and Europe.Canada. We are exposed to currency risk from the potential changes between the exchange rates of the US Dollar, Canadian Dollar, British Pound, Euro, Swedish Krona, Danish Krone, and other European currencies. The exposure to foreign currency risk from the potential changes between the exchange rates between the USD and other currencies is immaterial.

Interest Rate Risk

Fiduciary investment income is affected by changes in international and domestic short-term interest rates.

59

As of June 30, 2021,2022, we had $1,637.6$1,621.1 million of outstanding principal on our term loanTerm Loan borrowings, which bears interest on a floating rate, subject to a 0.75% floor. We are subject to LIBORAdjusted Term SOFR interest rate changes, and exposure in excess of the floor. The fair value of the term loanTerm Loan approximates the carrying amount as of June 30, 2021,2022, and December 31, 2020,2021, as determined based upon information available. Historically in 2020, in we used

On April 7, 2022 the Company entered into an interest rate derivatives, typically swaps with cancellation options,cap agreement to reducemanage its exposure to the effects of interest rate fluctuations related to the Company's Term Loan for up to five yearsan upfront cost of $25.5 million. The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and terminates on December 31, 2025.

On April 29, 2022 the Company entered into the future.

Fourth Amendment to the Credit Agreement on its Term Loan and Revolving Credit Facility to transition its Eurocurrency Rate (LIBOR) to a Benchmark Replacement of Adjusted Term SOFR plus a Credit Spread Adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing periods, respectively.

Other financial instruments consist of Cash and cash equivalents, Commissions and fees receivable—receivable – net, Other current assets, and Accounts payable and accrued liabilities. The carrying amounts of Cash and cash equivalents, Commissions and fees receivable -– net, and Accounts payable and accrued liabilities approximate fair value because of the short-term nature of the instruments.

62

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of June 30, 2021,2022, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control

There have been no changes in internal control over financial reporting during the quarter ended June 30, 20212022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

63

PART II — OTHER INFORMATION

From time to time, we may be involved in various legal proceedings and subject to claims that arise in the ordinary course of business. Although the results of litigation and claims are inherently unpredictable and uncertain, we are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows or financial condition.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed under the heading “Risk Factors” of our IPO Prospectus.

64
Annual Report on Form 10-K for the year ended December 31, 2021 which was filed with the SEC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Use of Proceeds from Initial Public Offering of Class A Common Stock
On July 26, 2021, we closed our IPO in which we sold 65,456,020 shares of Class A common stock, including 8,537,742 shares of Class A common stock pursuant to the underwriters’ fully exercising their
30-day
option, at a public offering price of $23.50 per share. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to our IPO Prospectus, which was declared effective by the SEC on July 21, 2021. The representatives of the several underwriters of the IPO were J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC. The offering commenced on July 21, 2021 and terminated after the sale of all securities registered pursuant to the Registration Statement.
We received approximately $1,449.7 million in net proceeds after deducting underwriting discounts and commissions of $77.0 million and offering expenses of $11.6 million. In connection with the IPO, we paid (i) $119.9 million to acquire 5,887,570 newly issued LLC Units in Holdings LLC, (ii) $343.5 million to acquire the equity of an entity through which an affiliate of Onex held its preferred unit interest in Holdings LLC (with the 260,000,000 Class B Preferred Units of Holdings LLC owned by the entity converted through a series of transactions to 15,387,026 LLC Units immediately thereafter), (iii) $795.7 million to acquire 35,641,682 outstanding LLC Units from certain existing holders of LLC Units at a purchase price per LLC Unit equal to $23.50, the IPO price per share of Class A common stock in our IPO, (iv) $76.2 million to purchase an additional 3,415,097 newly issued LLC Units in Holdings LLC, and (iv) $114.4 million to repurchase and retire 5,122,645 shares of Class A common stock held by Onex.
In turn, Holdings LLC applied the balance of the net proceeds it received from us on account of the newly issued LLC Units to pay $72.9 million of TRA Alternative Payments as arising out of the Organizational Transactions. The remaining $123.2 million of net proceeds are reserved for general corporate purposes. There were no material changes in the expected use of the net proceeds from our IPO as described in the IPO Prospectus.
Repurchases of Equity Securities
In connection with the IPO, we redeemed 5,122,645 shares of our Class A common stock from Onex in connection with the underwriters’ exercise of their option to purchase additional shares in our IPO for $23.50 per share, less the per share amounts associated with underwriting discounts and commissions in our IPO, as set forth in the Use of Proceeds described in our IPO Prospectus.
65

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

60

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

As an update to our disclosure concerning the mid-April 2021 cyber phishing event as set forth under the heading of “ - Risks Related to Our Intellectual Property and Cybersecurity – We rely on the efficient, uninterrupted, and secure operation of complex information technology systems and networks to operate our business. Any significant system or network disruption due to a breach in the security of our information technology systems could have a negative impact on our reputation, regulatory compliance status, operations, sales and operating results,” we first became aware on April 17, 2021 that

On August 9, 2022, the Company might have beenamended and restated the victim of this event and thereafter confirmed through an investigation that unauthorized access was gained to the email accounts of five of our employees. In response to this event,Tax Receivable Agreement, dated July 26, 2021, among the Company took immediate actionand the persons named therein, to, secure the compromised email accounts and to prevent the unauthorized person(s) from continuing to have access, or gaining future access, toamong other items: (i) limit the Company’s accounts or related information. Additionally,ability to electively terminate such agreement in exchange for a fixed payment; and (ii) limit the Company implemented additional employee trainingreference property giving rise to more effectively identify phishing attacks and to better understand the Company’s security applications.

Although the Company does not believe that the security event is material or that it had or will have a material impact on the Company’s business, operating results or financial condition, our investigation is complete and we believe that this event resulted in the personal identifiable information of fewer than 2,000 individuals having been potentially accessible without authorization within the email accounts. We believe we have complied with applicable laws in notifying these individuals, either directly or through substitute notice, offering information, resources and up to two years of credit monitoring, as well as providing proper notice to various governmental departments and agencies and state regulators, including departments of insurance and otherpayment obligations under such departments or agencies with oversight over regulated insurance entities. If we failed to make such notifications within the timelines required under applicable laws it could result in violations, fines, penalties, litigation, proceedings or enforcement action. In addition, it is possible that state regulators may initiate investigations of the Company in connection with the incident, that the Company could be subject to civil penalties, resolution agreements, monitoring or similar agreements, or third-party claims against the Company, including class-action lawsuits. Moreover, future incidents of this nature that could occuragreement with respect to our systems or the systems of our third-party service providers, as well as any other security incident or other misuse or disclosure of our participant or other data could lead to improper use or disclosure of Company information, including personally identifiable information obtained from our participants, and information from employees. Any such incident or misuse of data could harm our reputation, lead to legal exposure, divert management attention and resources, increase our operating expenses duecommon tax basis to the employmentreference property owned at the time of consultantsthe Company’s initial public offering (collectively, the “A&R TRA”).


The foregoing description of the A&R TRA does not purport to be complete and third-party expertsis qualified in its entirety by reference to the full text of the A&R TRA, attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q and the purchase of additional security infrastructure, and/or subject us to liability, resulting in increased costs and loss of revenue. In addition, any remediation efforts we undertake may not be successful. The perception that we do not adequately protect the privacy of information of our employees or clients could inhibit our growth and damage our reputation.

66
incorporated herein by reference.

61

Item 6. Exhibits

The following is a list of all exhibits filed or furnished as part of this report:

Exhibit

Number
Description
3.1

Exhibit

Number

Description

3.1

Amended and Restated Certificate of Incorporation of the Ryan Specialty Group Holdings, Inc., dated July 21, 2021 (incorporated by reference to Exhibit 3.1 to the Company’sRegistrant’s Form 8-K filed on July 27, 2021).

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Ryan Specialty Holdings, Inc. dated June 3, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on June 8, 2022).

3.3

Amended and Restated Bylaws of Ryan Specialty Group Holdings, Inc., dated July 21, 2021 (incorporated by reference to Exhibit 3.2 to the Company’sRegistrant’s Form 8-K filed on July 27, 2021)June 8, 2022).

4.1

Registration Rights Agreement, dated July 26, 2021, by and among Ryan Specialty Group Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 4.1 to the Company’sRegistrant’s Form 8-K filed on July 27, 2021).

10.1

4.2

Indenture, dated as of February 3, 2022, by and among Ryan Specialty, LLC, the guarantors party thereto and U.S. Bank National Association as trustee and as notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 7, 2022).

4.3

Form of 4.375% Senior Secured Notes due 2030 (incorporated by reference to Exhibit A to Exhibit 4.1 to the Registrant’s Form 8-K filed on February 7, 2022)

10.1

Amended and Restated Tax Receivable Agreement, dated as of July 26, 2021,August 9, 2022, by and among Ryan Specialty Group Holdings, Inc. and the other signatories party thereto, (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-Kfiled on July 27, 2021).herewith.

10.2

SixthSeventh Amended and Restated Limited Liability Company Agreement of Ryan Specialty, Group, LLC, dated as of July 26,September 30, 2021, by and among Ryan Specialty, Group, LLC and the other signatories party thereto, (incorporated by reference to Exhibit 10.2 to the Company’sRegistrant’s Quarterly Report on Form 8-K10-Q filed on July 27,November 12, 2021).

10.3

First Amendment to the Seventh Amended and Restated Limited Liability Company Agreement of Ryan Specialty, LLC, dated as of February 17, 2022, by and among Ryan Specialty, LLC and the other signatories party thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2022).

10.4

Form of Director and Officer Indemnification Agreement, by and among Ryan Specialty Group Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.4 to Ryan Specialty Group Holdings, Inc.’sthe Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 21, 2021).

10.4

10.5

Indemnification Agreement, by and among Ryan Specialty Group Holdings, Inc. and Patrick G. Ryan, dated as of July 26, 2021 (incorporated by reference to Exhibit 10.4 to the Company’sRegistrant’s Form 8-K filed on July 27, 2021).

10.5

10.6

Director Nomination Agreement, dated as of July 26, 2021, by and among Ryan Specialty Group Holdings, Inc. and the other signatories party thereto (incorporated by reference to Exhibit 10.5 to the Company’sRegistrant’s Form 8-K filed on July 27, 2021).

10.6

10.7

Ryan Specialty Group Holdings, Inc. 2021 Omnibus Incentive Plan, filed herewith.

10.8

Ryan Specialty Holdings, Inc. Form of Nonqualified Stock Option Agreement (Stacking Option) (incorporated by reference to Exhibit 10.110.2 to Ryan Specialty Group Holdings, Inc.’sthe Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 26,23, 2021).

10.9

Ryan Specialty Holdings, Inc. Form of Nonqualified Stock Option Agreement (Reload Option) (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.10

Ryan Specialty Holdings, Inc. Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.11

Ryan Specialty Holdings, Inc. Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.12

Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Staking Unit) (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.13

Ryan Specialty Holdings, Inc. Form of Class C Common Incentive Unit Grant Agreement (Reload Unit) (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.14

Ryan Specialty Holdings, Inc. Form of Common Unit Grant Agreement (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

10.15

Ryan Specialty Holdings, Inc. Form of Restricted LLC Unit Agreement (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-8 filed on July 23, 2021).

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10.7

10.16

Ryan Specialty Holdings, Inc. Form of Restricted Stock Unit Agreement (Non-Employee Directors) (incorporated by reference to Exhibit 10.15 to the Registrant’s Form 10-K filed on March 16, 2022).

10.17

Ryan Specialty Holdings, Inc. Form of Restricted LLC Unit Agreement (2022) (incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed on May 13, 2022).

10.18

Fourth Amendment to the Credit Agreement, dated July 26, 2021,April 29, 2022, including Exhibit A, a conformed copy of the Credit Agreement, dated as of September 1, 2020, among Ryan Specialty, Group, LLC and JPMorgan Chase Bank, N.A., as administrative agent and the other lenders party thereto, as amended March 30, 2021, July 26, 2021, August 13, 2021 and April 29, 2022 (incorporated by reference to Exhibit 10.510.18 to the Company’sRegistrant’s Quarterly Report on Form 8-K10-Q filed on July 27, 2021)May 13, 2022).

10.8

10.19

Amended and Restated Limited Liability Company Operating Agreement of New Ryan Specialty, LLC dated as of September 30, 2021, by and among New Ryan Specialty, LLC and the other signatories party thereto, (incorporated by reference to Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q filed on November 12, 2021)

10.20

First Amendment to the CreditAmended and Restated Limited Liability Company Operating Agreement dated August 13, 2021, amongof New Ryan Specialty, Group, LLC dated as of September 30, 2021, by and JPMorgan Chase Bank, N.A., as administrative agentamong New Ryan Specialty, LLC and the other lenderssignatories party thereto (incorporated by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q filed herewith.on May 13, 2022).

31.1

Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

31.2

Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

32.1*

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith.

67

32.2*

32.2*

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith.

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*
The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on
Form 10-Q
and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
68

* The certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

RYAN SPECIALTY GROUP HOLDINGS, INC. (Registrant)

RYAN SPECIALTY HOLDINGS, INC. (Registrant)

Date: September 2, 2021August 12, 2022

By:

By:

/s/ Jeremiah R. Bickham

Jeremiah R. Bickham

Executive Vice President and Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

69