Cover Page
Cover Page - shares | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2022 | Mar. 15, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-40645 | ||
Entity Registrant Name | RYAN SPECIALTY GROUP HOLDINGS, INC. | ||
Entity Central Index Key | 0001849253 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-2526344 | ||
Entity Address, Address Line One | Two Prudential Plaza | ||
Entity Address, City or Town | Chicago | ||
Entity Address, Postal Zip Code | 60601 | ||
City Area Code | 312 | ||
Local Phone Number | 784-6001 | ||
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | ||
Trading Symbol | RYAN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Address, State or Province | IL | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement for its 2022 Annual Meeting of Stockholders are incorporated by reference in this report in response to Part III, Items 10, 11, 12, 13, and 14 which will be filed no later than 120 days after the Registrant’s fiscal year ended December 31, 2021. | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Chicago, Illinois | ||
Common Equity [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 259,056,655 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 109,894,548 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 149,162,107 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
REVENUE | |||
Net commissions and fees | $ 1,432,179 | $ 1,016,685 | $ 758,448 |
Fiduciary investment income | 592 | 1,589 | 6,663 |
Total revenue | 1,432,771 | 1,018,274 | 765,111 |
EXPENSES | |||
Compensation and benefits | 991,618 | 686,155 | 494,391 |
General and administrative | 138,955 | 107,381 | 118,179 |
Amortization | 107,877 | 63,567 | 48,301 |
Depreciation | 4,806 | 3,934 | 4,797 |
Change in contingent consideration | 2,891 | (1,301) | (1,595) |
Total operating expenses | 1,246,147 | 859,736 | 664,073 |
OPERATING INCOME (LOSS) | 186,624 | 158,538 | 101,038 |
Interest expense | (79,354) | (47,243) | (35,546) |
Income from equity method investment in related party | (759) | 440 | (978) |
Other non-operating loss | (44,947) | (32,270) | 3,469 |
Income before income taxes | 61,564 | 79,465 | 67,983 |
Income tax expense (benefit) | (4,932) | (8,952) | (4,926) |
NET INCOME (LOSS) | 56,632 | 70,513 | 63,057 |
Net income (loss) attributable to non-controlling interests, net of tax | (9,241) | 2,409 | (1,109) |
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY GROUP HOLDINGS, INC. | $ 65,873 | $ 68,104 | $ 64,166 |
Common Class A [Member] | |||
NET (LOSS) PER SHARE OF CLASS A COMMON STOCK: | |||
Basic and diluted | $ (0.07) | ||
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING: | |||
Basic and diluted | 105,730,008 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
NET INCOME | $ 56,632 | $ 70,513 | $ 63,057 |
Net income (loss) attributable to non-controlling interests, net of tax | (9,241) | 2,409 | (1,109) |
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY GROUP HOLDINGS, INC. | 65,873 | 68,104 | 64,166 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | (121) | 1,084 | (2,068) |
Change in share of equity method investment in related party other comprehensive income (loss) | (867) | 754 | 0 |
Total other comprehensive income (loss), net of tax | (988) | 1,838 | (2,068) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO RYAN SPECIALTY GROUP HOLDINGS, INC. | $ 64,885 | $ 69,942 | $ 62,098 |
Consolidated Balance sheets
Consolidated Balance sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 386,962 | $ 312,651 |
Commissions and fees receivable – net | 210,252 | 177,699 |
Fiduciary cash and receivables | 2,390,185 | 1,978,152 |
Prepaid incentives – net | 7,726 | 8,842 |
Other current assets | 15,882 | 16,006 |
Total current assets | 3,011,007 | 2,493,350 |
NON-CURRENT ASSETS | ||
Goodwill | 1,309,267 | 1,224,196 |
Other intangible assets | 573,930 | 604,764 |
Prepaid incentives – net | 25,382 | 36,199 |
Equity method investment in related party | 45,417 | 47,216 |
Property and equipment – net | 15,290 | 17,423 |
Lease right-of-use assets | 84,874 | 93,941 |
Deferred tax assets | 382,753 | 0 |
Other non-current assets | 10,788 | 12,293 |
Total non-current assets | 2,447,701 | 2,036,032 |
TOTAL ASSETS | 5,458,708 | 4,529,382 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 99,403 | 115,573 |
Accrued compensation | 386,301 | 349,558 |
Operating lease liabilities | 18,783 | 19,880 |
Short-term debt and current portion of long-term debt | 23,469 | 19,158 |
Fiduciary liabilities | 2,390,185 | 1,978,152 |
Total current liabilities | 2,918,141 | 2,482,321 |
NON-CURRENT LIABILITIES | ||
Accrued compensation | 4,371 | 69,121 |
Operating lease liabilities | 74,386 | 83,737 |
Long-term debt | 1,566,627 | 1,566,192 |
Deferred tax liabilities | 631 | 577 |
Tax receivable agreement liabilities | 272,100 | 0 |
Other non-current liabilities | 27,675 | 16,709 |
Total non-current liabilities | 1,945,790 | 1,736,336 |
TOTAL LIABILITIES | 4,863,931 | 4,218,657 |
STOCKHOLDERS'/MEMBERS’ EQUITY | ||
Members' interest | 67,088 | |
Additional paid-in capital | 348,865 | |
Accumulated deficit | (7,064) | |
Accumulated other comprehensive income | 1,714 | 2,702 |
Total stockholders' equity attributable to Ryan Specialty Group Holdings, Inc. /members’ equity | 343,774 | 69,790 |
Non-controlling interests | 251,003 | 1,300 |
Total stockholders'/members’ equity | 594,777 | 71,090 |
TOTAL LIABILITIES, MEZZANINE AND STOCKHOLDERS'/MEMBERS’ EQUITY | 5,458,708 | 4,529,382 |
Parent Company [Member] | ||
MEZZANINE EQUITY | ||
Preferred units ($1.00 par value; 0 issued and outstanding at December 31, 2021 and 260,000,000 issued and outstanding at December 31, 2020) | $ 239,635 | |
Common Class A [Member] | ||
STOCKHOLDERS'/MEMBERS’ EQUITY | ||
Common Stock, Value | 110 | |
Common Class B [Member] | ||
STOCKHOLDERS'/MEMBERS’ EQUITY | ||
Common Stock, Value | $ 149 |
Consolidated Balance sheets (Pa
Consolidated Balance sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |
Preferred Stock, Shares Authorized | 500,000,000 | |
Preferred Stock, Shares Issued | 0 | |
Preferred Stock, Shares Outstanding | 0 | |
Parent Company [Member] | ||
Preferred units Par value | 1 | 1 |
Preferred Units, Issued | 0 | 260,000,000 |
Preferred units, outstanding | 0 | 260,000,000 |
Common Class A [Member] | ||
Common stock, Par value | $ 0.001 | |
Common stock, Shares authorized | 1,000,000,000 | |
Common Stock, Shares, Issued | 109,894,548 | |
Common Stock, Shares, Outstanding | 109,894,548 | |
Common Class B [Member] | ||
Common stock, Par value | $ 0.001 | |
Common stock, Shares authorized | 1,000,000,000 | |
Common Stock, Shares, Issued | 149,162,107 | |
Common Stock, Shares, Outstanding | 149,162,107 | |
Common Class X [Member] | ||
Common stock, Par value | $ 0.001 | |
Common stock, Shares authorized | 10,000,000 | |
Common Stock, Shares, Issued | 640,784 | |
Common Stock, Shares, Outstanding | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 56,632 | $ 70,513 | $ 63,057 |
Adjustments to reconcile net income to cash flows from (used for) operating activities: | |||
Loss (gain) from equity method investment | 759 | (440) | 978 |
Amortization | 107,877 | 63,567 | 48,301 |
Depreciation | 4,806 | 3,934 | 4,797 |
Gain on disposition of property and equipment | 0 | 0 | (7,804) |
Prepaid and deferred compensation expense | 46,470 | 21,619 | 10,838 |
Non-cash equity based compensation | 67,534 | 10,800 | 8,153 |
Amortization of deferred debt issuance costs | 11,372 | 5,002 | 1,547 |
Deferred income taxes | (1,154) | 203 | (800) |
Loss on extinguishment of existing debt | 8,634 | (1,708) | 0 |
Change (net of acquisitions and divestitures) in: | |||
Commissions and fees receivable - net | (29,657) | (31,174) | (3,727) |
Accrued interest | 760 | 4 | 250 |
Other current assets and accrued liabilities | 78,728 | 15,516 | 24,062 |
Other non-current assets and accrued liabilities | (79,268) | (25,859) | (145) |
Total cash flows provided by operating activities | 273,493 | 135,393 | 149,507 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Cash paid for acquisitions - net of cash acquired and cash held in fiduciary capacity | (108,883) | (717,961) | (120,897) |
Asset acquisitions | (343,158) | (5,236) | (100) |
Prepaid incentives issued – net of repayments | 3,885 | (9,313) | (8,510) |
Equity method investment in related party | 0 | (23,500) | (23,500) |
Proceeds from disposition of property and equipment | 0 | 0 | 13,000 |
Capital expenditures | (9,781) | (12,498) | (7,990) |
Total cash flows used for investing activities | (457,937) | (768,508) | (147,997) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Contributions of Members' Equity | 0 | 19,749 | 25,000 |
Contributions of mezzanine equity | 0 | 98,373 | 0 |
Allocation of contribution to Redeemable Preferred Units embedded derivative | 0 | 814 | 0 |
Purchase of remaining Interest in Ryan Re | (48,368) | 0 | 0 |
Payment of contingent consideration | (4,495) | 0 | 0 |
Repurchases of preferred equity | (78,256) | 0 | 0 |
Repayment of term debt | (16,500) | (144,750) | (7,500) |
Borrowing of term debt | 0 | 1,650,000 | 0 |
Repayments of unsecured promissory notes | (1,108) | 0 | 0 |
Repayment of subordinated notes | 0 | (25,000) | (25,000) |
Borrowings on revolving credit facilities | 0 | 305,517 | 420,500 |
Repayments on revolving credit facilities | 0 | (734,214) | (271,569) |
Repayment of acquired debt | 0 | 0 | (37,605) |
Finance lease and other costs paid | (129) | 235 | 0 |
Debt issuance costs paid | (2,431) | (78,799) | (293) |
Net change in fiduciary liabilities | 147,418 | 136,062 | 34,199 |
Total cash flows provided by financing activities | 429,284 | 1,125,304 | 62,274 |
Effect of changes in foreign exchange rates on cash, cash equivalents and cash held in a fiduciary capacity | (883) | 1,353 | 265 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY | 243,957 | 493,542 | 64,049 |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Beginning balance | 895,704 | 402,162 | 338,113 |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Ending balance | 1,139,661 | 895,704 | 402,162 |
Reconciliation of Cash, Cash Equivalents, and Cash Held in a Fiduciary Capacity | |||
Cash and cash equivalents | 752,699 | 583,053 | 350,146 |
Cash held in a fiduciary capacity | 1,139,661 | 895,704 | 402,162 |
Supplemental cash flow information: | |||
Interest and financing costs | 79,357 | 41,034 | 32,659 |
Income taxes | 6,762 | 7,564 | 4,828 |
Members' Tax Distributions declared but unpaid | 11,155 | 23,350 | 9,941 |
Tax Receivable Agreement Liabilities | 272,100 | 0 | 0 |
Contingent consideration liabilities from business combinations | 22,011 | 0 | 4,200 |
Cancellation of Class X common stock in exchange for TRA liabilities | (1) | 0 | 0 |
Related party asset acquisition | 0 | (6,077) | (3,316) |
Acquisition of preferred units subject to mandatory redemption | 0 | 0 | 3,316 |
Forgiveness of related party receivable | 0 | 6,077 | 0 |
Repayment of Founders’ subordinated notes | 0 | (74,990) | 0 |
Loss on extinguishment of Founders’ subordinated promissory notes | 0 | (6,941) | 0 |
Common equity issued as consideration for business combination | 0 | 102,000 | 0 |
Unpaid preferred dividends | 0 | 9,531 | 0 |
Accretion of premium on mezzanine equity | 0 | 1,618 | 1,948 |
Accumulated deficit due to accretion of premium on mezzanine equity | 0 | 1,618 | 1,948 |
IPO [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Equity repurchases from pre-IPO unitholders | (3,880) | (52,562) | (3,167) |
Cash distribution to pre-IPO unitholders | (47,096) | (50,121) | (72,291) |
Repurchase of pre-IPO LLC Units and payment of Alternative TRA Payments | (780,352) | 0 | 0 |
Common Class A [Member] | |||
Supplemental cash flow information: | |||
Common stock issued | 53 | 0 | 0 |
Common Class A [Member] | IPO [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Repurchase of Class A common stock in the IPO | (183,616) | 0 | 0 |
Issuance of Class A common stock in the IPO, net of offering costs paid | 1,448,097 | 0 | 0 |
Common Class X [Member] | |||
Supplemental cash flow information: | |||
Common stock issued | 1 | 0 | 0 |
Common Class B [Member] | |||
Supplemental cash flow information: | |||
Common stock issued | 149 | 0 | 0 |
Preferred Equity [Member] | |||
Supplemental cash flow information: | |||
Equity issued in exchange for founders' subordinate promissory notes | 0 | 74,270 | 0 |
Common Equity [Member] | |||
Supplemental cash flow information: | |||
Equity issued in exchange for founders' subordinate promissory notes | $ 0 | $ 7,661 | $ 0 |
Consolidated Statements of Mezz
Consolidated Statements of Mezzanine Equity and Stockholders'/ Members' Equity (Unaudited) - USD ($) $ in Thousands | Total | RSG LLC [Member] | Prior to the Organizational Transactions [Member]RSG LLC [Member] | IPO [Member] | Organizational Transaction [Member] | Subsequent to Organizational Transactions [Member] | Common Class A [Member] | Common Class A [Member]IPO [Member] | Common Class A [Member]Organizational Transaction [Member] | Common Class B [Member] | Common Class B [Member]Organizational Transaction [Member] | Common Class X [Member] | Mezzanine Equity [Member] | Mezzanine Equity [Member]RSG LLC [Member] | Mezzanine Equity [Member]Organizational Transaction [Member] | Mezzanine Equity [Member]Redeemable Preferred Units [Member] | Member Interest [Member] | Member Interest [Member]RSG LLC [Member] | Member Interest [Member]Prior to the Organizational Transactions [Member]RSG LLC [Member] | Member Interest [Member]IPO [Member] | Member Interest [Member]Organizational Transaction [Member] | Member Interest [Member]Common Class A [Member] | Member Interest [Member]Common Class B [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IPO [Member] | Additional Paid-in Capital [Member]Organizational Transaction [Member] | Additional Paid-in Capital [Member]Common Class B [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Subsequent to Organizational Transactions [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Other Comprehensive Income (Loss) [Member]RSG LLC [Member] | Accumulated Other Comprehensive Income (Loss) [Member]Organizational Transaction [Member] | Non-controlling Interest [Member] | Non-controlling Interest [Member]IPO [Member] | Non-controlling Interest [Member]Organizational Transaction [Member] | Non-controlling Interest [Member]Organizational Transaction [Member]RSG LLC [Member] | Non-controlling Interest [Member]Subsequent to Organizational Transactions [Member] | Common Stock [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B [Member] |
Beginning Balance at Dec. 31, 2018 | $ (89,258) | $ (92,190) | $ 2,932 | |||||||||||||||||||||||||||||||||||||
Beginning balance , Mezzanine Equity at Dec. 31, 2018 | $ 137,696 | |||||||||||||||||||||||||||||||||||||||
NET INCOME | 63,057 | 64,166 | $ (1,109) | |||||||||||||||||||||||||||||||||||||
Other Comprehensive Income | (2,068) | (2,068) | ||||||||||||||||||||||||||||||||||||||
Equity-based compensation expense | 7,848 | 7,848 | ||||||||||||||||||||||||||||||||||||||
Accumulation of preferred dividends (% return), net of tax distributions | (12,072) | (12,072) | ||||||||||||||||||||||||||||||||||||||
Repurchases of Class A units | (4,932) | (4,932) | ||||||||||||||||||||||||||||||||||||||
Accretion of premium on mezzanine equity | (1,948) | 1,948 | (1,948) | |||||||||||||||||||||||||||||||||||||
Related Party Acquisitions Of Preferred Units | (3,316) | (3,316) | ||||||||||||||||||||||||||||||||||||||
Equity Issued To The Board of Directors | 304 | 304 | ||||||||||||||||||||||||||||||||||||||
Contribution to units | 25,000 | $ 25,000 | ||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of Founders’ subordinated promissory notes | 0 | |||||||||||||||||||||||||||||||||||||||
Distributions declared Members tax | (33,104) | (33,104) | ||||||||||||||||||||||||||||||||||||||
Distributions declared - partnership distribution | (26,000) | (26,000) | ||||||||||||||||||||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 64,166 | |||||||||||||||||||||||||||||||||||||||
Net Income Loss Attributable To Noncontrolling Interest | (1,109) | |||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2019 | (76,489) | (76,244) | 864 | (1,109) | ||||||||||||||||||||||||||||||||||||
Ending balance , Mezzanine Equity at Dec. 31, 2019 | 139,644 | |||||||||||||||||||||||||||||||||||||||
NET INCOME | 70,513 | 68,104 | 2,409 | |||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | 1,084 | 1,084 | ||||||||||||||||||||||||||||||||||||||
Equity-based compensation expense | 10,160 | 10,160 | ||||||||||||||||||||||||||||||||||||||
Related Party Acquisition | (3,039) | (3,039) | ||||||||||||||||||||||||||||||||||||||
Accumulation of preferred dividends (% return), net of tax distributions | (12,032) | (12,032) | ||||||||||||||||||||||||||||||||||||||
Repurchases of Class A units | (52,220) | 52,220 | ||||||||||||||||||||||||||||||||||||||
Change In Share Of Equity Method Investment In Related Party Other Comprehensive Income | 754 | 754 | ||||||||||||||||||||||||||||||||||||||
Accretion of premium on mezzanine equity | (1,618) | 1,618 | (1,618) | |||||||||||||||||||||||||||||||||||||
Equity Issued To The Board of Directors | 640 | 640 | ||||||||||||||||||||||||||||||||||||||
Contribution to units | $ 111,100 | $ 10,649 | $ 98,373 | $ 111,100 | $ 10,649 | |||||||||||||||||||||||||||||||||||
Equity Issued To Related Party In Exchange For Extinguishment Of Subordinated Promissory Notes | 81,931 | 81,931 | ||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of Founders’ subordinated promissory notes | (6,941) | (6,941) | ||||||||||||||||||||||||||||||||||||||
Distributions declared Members tax | (63,402) | 63,402 | ||||||||||||||||||||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 68,104 | |||||||||||||||||||||||||||||||||||||||
Net Income Loss Attributable To Noncontrolling Interest | 2,409 | |||||||||||||||||||||||||||||||||||||||
Ending balance at Dec. 31, 2020 | 71,090 | 67,088 | 2,702 | 1,300 | ||||||||||||||||||||||||||||||||||||
Ending balance , Mezzanine Equity at Dec. 31, 2020 | 239,635 | |||||||||||||||||||||||||||||||||||||||
Net Income Loss Attributable Before Organizational Transactions | $ 72,937 | $ 75,387 | $ 72,937 | |||||||||||||||||||||||||||||||||||||
NET INCOME | 56,632 | $ (18,755) | $ 2,450 | |||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | 444 | 444 | ||||||||||||||||||||||||||||||||||||||
Unpaid Preferred Return On Mezzanine Equity | (1,728) | (1,728) | ||||||||||||||||||||||||||||||||||||||
Equity-based compensation expense | 8,457 | $ 46,392 | 8,457 | $ 42,846 | $ 3,546 | |||||||||||||||||||||||||||||||||||
Related Party Acquisition | (48,368) | (44,618) | (3,750) | |||||||||||||||||||||||||||||||||||||
Accumulation of preferred dividends (% return), net of tax distributions | (5,663) | (5,663) | ||||||||||||||||||||||||||||||||||||||
Repurchases of Class A units | (4,625) | 4,625 | ||||||||||||||||||||||||||||||||||||||
Reclassification from preferred units to repurchase | (75,012) | (75,012) | ||||||||||||||||||||||||||||||||||||||
Change In Share Of Equity Method Investment In Related Party Other Comprehensive Income | (302) | (738) | (129) | $ (738) | (173) | |||||||||||||||||||||||||||||||||||
Accretion of premium on mezzanine equity | (20,365) | 20,365 | (20,365) | |||||||||||||||||||||||||||||||||||||
Effect or equity prior to the organizational transactions | $ (24,878) | (843,962) | $ 45 | $ 149 | $ 260,000 | $ (260,000) | $ (27,286) | $ 27,286 | $ (1,142,998) | $ 2,408 | 271,556 | |||||||||||||||||||||||||||||
Effect or equity prior to the organizational transactions, Shares | 44,447,847 | 149,162,107 | ||||||||||||||||||||||||||||||||||||||
Common Units Exchanged For Common Stock Value | $ 32 | $ (29,675) | $ 59,318 | $ (29,675) | ||||||||||||||||||||||||||||||||||||
Common Units Exchanged For Common Stock Shares | 31,992,135 | |||||||||||||||||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Value | $ (183,616) | $ (8) | (183,608) | $ 0 | ||||||||||||||||||||||||||||||||||||
Stock Repurchased and Retired During Period, Shares | (8,224,708) | (640,784) | ||||||||||||||||||||||||||||||||||||||
Impact Of IPO Alternative TRA Payments | (761,706) | (29,047) | $ 29,047 | (761,706) | ||||||||||||||||||||||||||||||||||||
Equity Grant Modification Alternative TRA Payments | (6,312) | (18,645) | 12,333 | |||||||||||||||||||||||||||||||||||||
Issuance of common stock, shares | 66,667 | 9,634 | 65,456,020 | 149,162,107 | ||||||||||||||||||||||||||||||||||||
Preferred Blocker Merger | $ (260,000) | 343,515 | (343,515) | |||||||||||||||||||||||||||||||||||||
Tax Receivable Agreement Shares Issued | (640,784) | |||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets, Investment In RGS LLC | 61,143 | 61,143 | ||||||||||||||||||||||||||||||||||||||
Members Equity Reclassification | 157,882 | (1,627,480) | 1,469,598 | |||||||||||||||||||||||||||||||||||||
Members Tax Distributions | (23,757) | (23,757) | ||||||||||||||||||||||||||||||||||||||
Loss on extinguishment of Founders’ subordinated promissory notes | 0 | |||||||||||||||||||||||||||||||||||||||
Distributions declared Members tax | (11,155) | 11,155 | ||||||||||||||||||||||||||||||||||||||
Common Blocker Merger Value | $ 21 | $ 1 | $ (71,874) | 147,331 | (75,479) | |||||||||||||||||||||||||||||||||||
Common Blocker Merger Shares Issued | 20,680,420 | 640,784 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 1,448,098 | $ 65 | $ 149 | $ 0 | $ 1,448,033 | $ (149) | $ 0 | |||||||||||||||||||||||||||||||||
Forfeiture of common stock | 18,953 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Tax Receivable Agreement Liability And Deferred Taxes Arising From LLC Interest Ownership Exchanges | 984 | $ 984 | ||||||||||||||||||||||||||||||||||||||
Deferred Tax Assets, Exchanges Of LLC Units | 329,000 | 329,000 | ||||||||||||||||||||||||||||||||||||||
Tax Receivable Agreement | (282,471) | $ 1 | (282,470) | |||||||||||||||||||||||||||||||||||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, before Tax | $ (1,645) | $ (565) | $ (1,080) | |||||||||||||||||||||||||||||||||||||
Net Income (Loss) Attributable to Parent | 65,873 | $ (7,064) | ||||||||||||||||||||||||||||||||||||||
Net Income Loss Attributable To Noncontrolling Interest | (9,241) | $ (11,691) | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2021 | $ 594,777 | $ 348,865 | $ (7,064) | $ 1,714 | $ 251,003 | $ 110 | $ 149 | |||||||||||||||||||||||||||||||||
Balance Ending at Dec. 31, 2021 | 109,894,548 | 149,162,107 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Nature of Operations Ryan Specialty Group Holdings, Inc. and its subsidiaries (the “Company” or "Ryan Specialty") provides specialty products 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 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 Europe. IPO and Reorganization The Company was formed as a Delaware corporation on March 5, 2021, for the purpose of completing a public offering and related transactions in order to carry on the business of RSG 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 used the proceeds to purchase LLC Common Units from our pre-IPO LLC Unitholders, purchase newly issued LLC Common Units from RSG LLC, acquire the outstanding 260,000,000 Redeemable Preferred Units held by Onex and repurchase shares of Class A common stock from 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”. In connection with the IPO, the Company completed the following Organizational Transactions which are presented in the “Effect of the Organizational Transactions” in the Consolidated Statements of Mezzanine Equity and Stockholders'/ Members' Equity: • RSG LLC adopted the Sixth Amended and Restated Limited Liability Company Agreement (the “Sixth LLC Operating Agreement”) to, among other things, appoint the Company as the sole managing member of RSG LLC. • We amended and restated the certificate of incorporation of the Company to, among other things, provide for Class A common stock, Class B common stock and Class X common stock. • All Class A common units of RSG LLC, including existing units with a participation threshold, were reclassified into an aggregate of 213,693,861 LLC Common Units, and all Class B common units of RSG LLC were reclassified into an aggregate of 20,680,420 LLC Common Units. Upon the completion of this reclassification, subject to certain limited exceptions, all existing holders of LLC Common Units (i) were required to sell 15.0 % of their vested interest (inclusive of vested equity grants and purchased equity) in RSG LLC (the “Mandatory Participation”) 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) 100.0 % of their remaining purchased interest, in each case, on a pro rata basis (the “Optional Participation”, and, together with the Mandatory Participation, the “Participation”). • The Company engaged in a series of transactions with the entity (the “Common Blocker Entity”) through which Onex held its Class B common unit interest in RSG LLC (collectively, the “Common Blocker Merger”) that resulted in Onex exchanging its equity interests in the Common Blocker Entity for 20,680,420 shares of Class A common stock and a right to participate in the TRA through the issuance, subsequent repurchase and cancellation of 640,784 shares of Class X common stock, each in a non-cash transaction. • Through a series of internal transactions and after giving effect to the Participation, certain pre-IPO LLC Unitholders, excluding Onex, had their purchased and granted LLC Common Units exchanged into an aggregate of 31,992,135 shares, respectively, of Class A common stock on a one-for-one basis in a non-cash transaction and received TRA alternative payments (“TRA Alternative Payments”). The TRA Alternative Payment amounts were intended to approximate what such LLC Unitholders would have received had their exchange been taxable and provided the Company with additional tax attributes, although these exchanges will not relate to actual tax benefits obtained or to be obtained by the Company. • The Company repurchased 8,224,708 shares of Class A common stock from Onex that were reissued as part of the IPO. • The Company purchased the LLC Common Units subject to the Participation for $ 799.3 million, inclusive of $ 72.9 million related to TRA Alternative Payments. Of the total TRA Alternative Payments, $ 37.6 million was attributed to the modification of equity grants discussed below in the exchange of LLC Common Units from pre-IPO LLC Unitholders for Class A common stock. The remaining $ 35.3 million was treated as a return of capital associated with purchased LLC Common Units. • Granted incentive LLC Common Units held by certain pre-IPO LLC Unitholders were exchanged for (i) an aggregate of 11,426,502 restricted shares of Class A common stock (“Restricted Stock”) of which 1,349,640 were granted to former employees, (ii) an aggregate of 4,592,319 options to purchase shares of Class A common stock with an exercise price equal to the IPO price of $ 23.50 (“Reload Options”), (iii) an aggregate of 27,493,192 restricted LLC Common Units (“Restricted Common Units”) and (iv) an aggregate of 3,911,490 Class C Incentive Units with a participation threshold equal to the IPO price of $ 23.50 (“Reload Class C Incentive Units”), collectively, the “Replacement Awards”. This exchange was considered a modification of the pre-IPO equity awards at 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 with different vesting schedules than the exchanged awards. This modification resulted in the remeasurement of the incentive grants in accordance with ASC 718 , Compensation- Stock Compensation (“ASC 718”) . The TRA Alternative Payments of $ 37.6 million attributed to employees who exchanged their granted units into Restricted Stock were treated as a cash settlement of a portion of the existing awards, and therefore, were included in the post-IPO value for determining the incremental expense in the modification. The equity impact of the modification, including cash settlement, was ($ 18.6 ) million and $ 12.3 million to Additional paid-in capital and Non-controlling interests, respectively. The remaining unamortized fair value of the awards will be recognized as equity-based compensation allocated on a relative fair value basis over the remaining service periods. • The Company issued an aggregate of 8,066,349 equity awards, including (i) an aggregate of 66,667 staking options to purchase Class A common stock with an exercise price equal to the IPO price of $ 23.50 (“Staking Options”), (ii) an aggregate of 4,339,738 restricted stock units of the Company which vest into shares of Class A common stock (“Restricted Stock Units” or “RSU”), (iii) an aggregate of 2,116,667 staking Class C Incentive Units with a participation threshold equal to the IPO price of $ 23.50 (“Staking Class C Incentive Units”), and (iv) an aggregate of 1,543,277 restricted LLC units (“Restricted LLC Units” or “RLU”) which vest into LLC Common Units, in each case, issued to certain employees in connection with the IPO as IPO awards and are subject to vesting. • The Company issued 149,162,107 shares of Class B common stock to the LLC Unitholders, on a one-to-one basis with the number of LLC Common Units each LLC Unitholder owned upon the consummation of the Organizational Transactions (after the Participation), for nominal consideration of $ 0.1 million in a non-cash transaction. Shares of Class B common stock were not issued to the LLC Unitholders with respect to the Class C Incentive Units. • The Company acquired the entity (the “Preferred Blocker Entity”) through which Onex held its preferred unit interest of 260,000,000 Redeemable Preferred Units in RSG LLC for $ 343.2 million, net of cash acquired. • The Company entered into a TRA with certain pre-IPO LLC Unitholders whereby the Company agreed to pay to such LLC Unitholders 85 % of the benefits that the Company realizes (or is deemed to realize in certain circumstances) from (i) certain increases in the tax basis of the assets of RSG LLC resulting from purchases or exchanges of LLC Units, (ii) certain tax attributed of RSG LLC that existed prior to the IPO or to which the Company succeed as a result of certain aspects of the Organizational Transactions, (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitles (if any), and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to payments that the Company makes under the TRA. In addition, with respect to the holders of LLC Common Units who either sold 100 % of their LLC Common Units in connection with the IPO or had their LLC Common 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 received a TRA Alternative Payment of $ 72.9 million. • The Company recorded a $ 329.0 million deferred tax asset which is comprised of $ 234.0 million related to benefits from future deductions attributable to the TRA and $ 95.0 million related to benefits from future deductions attributable to TRA Alternative Payments and purchase of LLC Units from certain holders that received TRA Alternative Payments. • The Company recorded Tax receivable agreement liabilities in the Consolidated Balance Sheets for the amount of $ 282.5 million associated with the payments to be made to pre-IPO LLC Unitholders subject to the TRA in a non-cash transaction. • Additionally, the Company has recorded a $ 61.1 million deferred tax asset related to temporary differences in the book basis as compared to the tax basis of its investment in RSG LLC. New RSG Holdings 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 Group Holdings, Inc., and Ryan Specialty Group, LLC. The Company is the sole managing member of New RSG Holdings. Pursuant to contribution agreements, on September 30, 2021, the Company, the non-controlling interest LLC Unitholders, and New RSG Holdings exchanged equity interests in Ryan Specialty Group, LLC for LLC Common Units in New RSG Holdings, with the intent that New RSG Holdings be the new holding company for Ryan Specialty Group, LLC interests. At that time Ryan Specialty Group, LLC adopted the LLC Operating Agreement and New RSG Holdings adopted the New RSG Holdings LLC Operating Agreement. As a result, the Company is a holding company, with its sole material asset being a controlling equity interest in New RSG Holdings, which became a holding company with its sole material asset being a controlling equity interest in Ryan Specialty Group, LLC. The Company operates and controls the business and affairs, and consolidates the financial results, of Ryan Specialty Group, LLC through New RSG Holdings, and through Ryan Specialty Group, LLC, conducts our business. Accordingly, the Company consolidates the financial results of New RSG Holdings, and therefore Ryan Specialty Group, LLC, and reports the non-controlling interests of New RSG Holdings' LLC Common Units on its consolidated financial statements. As of December 31, 2021, the Company owned 42.4 % of the outstanding LLC Common Units of New RSG Holdings, and New RSG Holdings owne d 99.9 % of the outstanding LLC Common Units of Ryan Specialty Group, LLC. The remaining 0.1 % of the outstanding LLC Common Units of Ryan Specialty Group, LLC were owned by a subsidiary of the Company. As Ryan Specialty Group, LLC is substantively the same as New RSG Holdings, for the purpose of this document, we will refer to both New RSG Holdings and Ryan Specialty Group, LLC as “RSG LLC”. Basis of Presentation The accompanying audited consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP. The audited consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. Intercompany accounts and transactions have been eliminated. In the opinion of management, the consolidated 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 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. The Company, through our intermediate holding company New RSG Holdings, owns a minority economic interest in, and operates and controls the businesses and affairs of, RSG LLC. The Company has the obligation to absorb losses of, and receive benefits from, RSG LLC, that could be significant. We determined that, as a result of the Organizational Transactions described above, the Company is the primary beneficiary of RSG LLC and RSG LLC is a VIE. Further, the Company has no contractual requirement to provide financial support to RSG LLC. Accordingly, the Company has prepared these consolidated financial statements in accordance with Accounting 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 results of operations of the VIE should be included in the consolidated financial statements of such entity. The Organizational Transactions were considered to be transactions between entities under common control. The historical operations of RSG LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of RSG LLC prior to the IPO and Organizational Transactions; (ii) the consolidated results of the Company and RSG LLC following the IPO and Organizational Transactions; and (iii) the assets and liabilities of the Company and RSG 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 statements and notes thereto requires management to make estimates, judgements, and assumptions that affect the amounts reported in the consolidated financial statements and in the notes 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. 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 continues to be unclear. There is still significant uncertainty related to the economic outcomes from the ongoing COVID-19 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. 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. 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 has 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 analysis of quantitative and qualitative 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 any previously filed interim or annual financial statements. Accordingly, the Company revised the previously reported financial information in this Annual Report on Form 10-K in the Consolidated Statements of Cash Flows and related disclosures for the years ended December 31, 2020 and 2019, and for the unaudited interim periods ended March 31, 2021, June 30, 2021 and September 30, 2021. There was no 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. The tables below reflect the impact to the Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019 and the interim periods ended September 30, 2021, June 30, 2021, and March 31, 2021: Year Ended December 31, 2020 Year Ended December 31, 2019 As Reported Effect of Change As Revised As Reported Effect of Change As Revised Total cash flows provided by operating activities $ 135,393 — $ 135,393 $ 149,507 — $ 149,507 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for acquisitions - net of cash acquired and cash held in fiduciary capacity ( 814,870 ) 96,909 ( 717,961 ) ( 146,433 ) 25,536 ( 120,897 ) Other lines ( 50,547 ) — ( 50,547 ) ( 27,100 ) ( 27,100 ) Total cash flows used for investing activities $ ( 865,417 ) $ 96,909 $ ( 768,508 ) $ ( 173,533 ) $ 25,536 $ ( 147,997 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in fiduciary liabilities — 136,062 136,062 — 34,199 34,199 Other lines 989,242 — 989,242 28,075 — 28,075 Total cash flows provided by financing activities $ 989,242 $ 136,062 $ 1,125,304 $ 28,075 $ 34,199 $ 62,274 Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity 1,417 ( 64 ) 1,353 392 ( 127 ) 265 NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY $ 260,635 $ 232,907 $ 493,542 $ 4,441 $ 59,608 $ 64,049 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance 52,016 350,146 402,162 47,575 290,538 338,113 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance $ 312,651 $ 583,053 $ 895,704 $ 52,016 $ 350,146 $ 402,162 Nine Months Ended Six Months Ended Three Months Ended As Reported Effect of Change As Revised As Reported Effect of Change As Revised As Reported Effect of Change As Revised Total cash flows provided by (used for) operating activities $ 154,375 — $ 154,375 $ 107,715 — $ 107,715 $ ( 74,805 ) — $ ( 74,805 ) Total cash flows used for investing activities $ ( 345,451 ) — $ ( 345,451 ) $ ( 155 ) — $ ( 155 ) $ ( 2,208 ) — $ ( 2,208 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in fiduciary liabilities — 52,422 52,422 — 93,671 93,671 — ( 62,018 ) ( 62,018 ) Other lines 293,694 — 293,694 ( 113,092 ) — ( 113,092 ) ( 76,148 ) — ( 76,148 ) Total cash flows provided by (used for) financing activities $ 293,694 $ 52,422 $ 346,116 $ ( 113,092 ) $ 93,671 $ ( 19,421 ) $ ( 76,148 ) $ ( 62,018 ) $ ( 138,166 ) Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity ( 1,574 ) 88 ( 1,486 ) 409 ( 946 ) ( 537 ) ( 314 ) ( 470 ) ( 784 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY $ 101,044 $ 52,510 $ 153,554 $ ( 5,123 ) $ 92,725 $ 87,602 $ ( 153,475 ) $ ( 62,488 ) $ ( 215,963 ) CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance 312,651 583,053 895,704 312,651 583,053 895,704 312,651 583,053 895,704 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance $ 413,695 $ 635,563 $ 1,049,258 $ 307,528 $ 675,778 $ 983,306 $ 159,176 $ 520,565 $ 679,741 |
Summary of Select Significant A
Summary of Select Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Segment Reporting In accordance with ASC 280, Segment Reporting , Ryan Specialty's operations are reported as a single operating segment. The Company’s chief operating decision-maker, its Chief Executive Officer, reviews its consolidated operating results for the purpose of evaluating financial performance and allocating resources. Revenue Recognition The Company generates revenues primarily through commissions and fees from customers, as well as compensation from insurance and reinsurance companies for services provided to them. The Company incurs both costs to fulfill a contract, principally in pre-placement activities, and costs to obtain a contract, principally through certain sales commissions paid to employees. For situations in which the renewal period is one year or less and renewal costs are commensurate with the initial contract, the Company applies a practical expedient and recognizes the costs of obtaining a contract as an expense when incurred. Net Commissions and Fees Net commissions and fees revenue is primarily based on a percentage of premiums or fees received for an agreed-upon level of service. The Company’s customers for this revenue stream are agents of the insured. The net commissions and fees are recognized at a point in time when an insurance policy is bound and issued, which occurs on the later of the policy effective date of the associated policies, or the date the Company receives a request to bind coverage from the customer. Most insurance premiums are subject to cancellations; therefore commission revenue is considered to be variable consideration at the contract effective date and is recognized net of a constraint for estimated policy cancellations, based upon the Company's historical cancellations. Any endorsement made to a contract is treated as a new contract, with revenue recognized on the later of the endorsement effective date or the date the Company receives a request to bind coverage from the customer. Supplemental and Contingent Commissions Supplemental and contingent commissions are additional revenues paid to the Company based on the volume and/or underwriting profitability on the eligible insurance contracts placed. The Company’s performance obligation is satisfied and revenue is recognized over time using the output method as the Company places eligible or profitable policies. For this revenue stream, the Company defines the customer as the carrier, as the carrier is the entity that will ultimately pay the Company additional revenues once certain volume and profitability targets are achieved by the carrier. Because of the limited visibility into the satisfaction of performance indicators outlined in the contracts, the Company constrains such revenues until the time that the carrier provides explicit confirmation of amounts owed to the Company to avoid a significant reversal of revenue in a future period. The uncertainty regarding the ultimate transaction price for contingent commissions is principally the profitability of the underlying insurance policies placed as determined by the development of loss ratios maintained by the carriers. The uncertainty is resolved over the contractual term as actual results are achieved. Loss Mitigation Fees Loss mitigation fees, or mergers and acquisitions (“M&A”) fees, consist of a review of due diligence and other relevant information in underwriting a risk. The Company defines the customer of this revenue stream as the agent of the insured. The performance obligation is the production of an Expense Agreement (“EA”) or Letter of Intent (“LOI”). As the M&A fees are not dependent on the outcome of the risk being insured, the Company recognizes these fees at the point of time when control transfers to the customer, occurring on the effective date of an executed EA or LOI. Disaggregation of Revenue The following is a description of the revenue generating activity from the Company’s specialty distribution operating segment, Ryan Specialty: Wholesale Brokerage revenue primarily includes insurance commissions and fees for services rendered to retail agents and brokers, as well as supplemental and contingent commissions from carriers. Ryan Specialty’s Wholesale Brokerage distributes a wide range and diversified mix of specialty property, casualty, professional lines and workers’ compensation insurance products from insurance carriers to retail brokerage firms. Binding Authority revenue primarily includes insurance commissions for services rendered as well as supplemental and contingent commissions from carriers. The Company’s binding authorities receive underwriting authority from a variety of carriers for both admitted and non-admitted business for small to mid-size risks. Wholesale binding authorities generally have authority to bind coverage on behalf of an insurance carrier for a specific type of risk, subject to agreed-upon guidelines and limits. Wholesale binding authorities receive submissions for insurance directly from retail brokers, evaluate price, make underwriting decisions regarding these submissions, and bind and issue policies on behalf of insurance carriers. Wholesale binding authorities are typically created to handle large volumes of small-premium policies across commercial and personal lines product lines within strictly defined underwriting criteria. Binding authorities allow the insured to access additional capital and the carrier to efficiently aggregate its distribution. Underwriting Management primarily includes insurance commissions for services rendered, including contingent commissions for placing profitable business with carrier partners and loss mitigation fees. Underwriting Management offers insurance carriers cost-effective specialty market expertise in distinct and complex market niches underserved in today’s marketplace through MGUs, which act on behalf of insurance carriers that have given the Company the authority to underwrite and bind coverage for specific risks, and programs that offer commercial and personal insurance for specific product lines or industry classes. Contract Balances Contract assets, which arise from the Company’s volume-based commissions, are included within Commissions and fees receivable – net in the Consolidated Balance Sheets. These assets relate to the unbilled amounts of services for which the Company recognizes revenue over time. The Company can receive cash payments from customers in advance of the Company’s performance obligation being satisfied, which represents a contract liability. Contract liabilities are recognized as revenue when the performance obligations are satisfied. Cash and Cash Equivalents Cash and cash equivalents include cash in demand deposits accounts and short-term investments, consisting principally of money market demand accounts, having original maturities of 90 days or less. Commissions and Fees Receivable The Company earns commissions and fees through its Wholesale Brokerage, Binding Authority and Underwriting Management Specialties. The Company records a receivable once a performance obligation is satisfied. In some instances, the Company will advance premiums on behalf of the clients or claims payments and refunds to clients on behalf of underwriters. These amounts are also reflected within Commissions and fees receivable – net on the Consolidated Balance Sheets. The Company’s receivables are shown net of an allowance for credit losses which is estimated based on a combination of factors, including evaluation of historical write-offs, current economic conditions, aging of balances, and other qualitative and quantitative analyses. Fiduciary Assets, Fiduciary Liabilities, and Related Income In its role as an insurance intermediary, the Company collects and remits amounts between insurance agents and brokers and insurance underwriters. Because these amounts are collected on behalf of third parties, they are excluded from the measurement of the transaction price. Similarly, the Company elected to exclude from the measurement of the transaction price surplus lines taxes, as these are assessed by a governmental authority that are both imposed on and concurrent with the revenue-producing transactions and collected by the Company from customers and remitted to the taxing authority. The Company recognizes amounts held and due to the Company as Fiduciary cash and receivables, and premiums, claims payable and surplus lines taxes are included in Fiduciary liabilities in the Consolidated Balance Sheets. The Company does not have any rights or obligations in connection with these amounts with the exception of segregating these amounts from the operating accounts and liabilities. Unremitted insurance premiums are held in a fiduciary capacity until disbursement. The Company holds these funds in cash and cash equivalents, including Money Market Mutual Funds registered with the U.S. Securities and Exchange Commission under Rule 2a-7 of the Investment Company Act of 1940. Interest income is earned on the unremitted funds, which is included in Fiduciary investment income in the Consolidated Statements of Income. Interest earned on fiduciary funds held is not accounted for under ASC 606, Revenue from Contracts with Customers . Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of consideration transferred over the fair value of the net assets acquired in the acquisition of a business. The Company recognizes goodwill as the amount of consideration transferred which cannot be assigned to other tangible or intangible assets and liabilities. The Company reviews goodwill for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of the reporting unit may not be recoverable. In the performance of the annual evaluation, the Company also considers qualitative and quantitative developments between the date of the goodwill impairment review and the fiscal year end to determine if an impairment should be recognized. The Company reviews goodwill for impairment at the reporting unit level, which coincides with the operating segment, Ryan Specialty. The determinations of impairment indicators and the fair value of the reporting unit are based on estimates and assumptions related to the amount and timing of future cash flows and future interest rates. Such estimates and assumptions could change in the future as more information becomes available, which could impact the amounts reported and disclosed herein. Intangible Assets Intangible assets other than goodwill consist primarily of customer relationships. Customer relationships consist of customer-related assets, which are amortized over their estimated useful lives, ranging from two to fifteen years, in proportion with the realization of the economic benefit. Generally, the Company uses outside valuation specialists to value acquired intangible assets. Intangible assets also include trade names and internally developed software, which are amortized over their estimated lives, typically three years and between five to seven years, respectively. The Company has no indefinite-lived intangible assets. Equity Method Investment The Company uses the equity method to account for its investment in a related party for which the Company has the ability to exercise significant influence over, but not control, the investee’s operating and financial policies. The equity method investment in related party is recorded at cost and adjusted to recognize the Company’s proportionate share of the investee’s net income or loss after the date of investment. The Company’s proportionate share of the other comprehensive income from equity method investments is reflected on the Consolidated Statements of Comprehensive Income. The Company’s equity method investment in a related party is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the impairment is determined to be other-than-temporary, the Company will recognize an impairment loss equal to the difference between the expected realizable value and the carrying value of the investment. Litigation and Contingent Liabilities The Company is subject to various legal actions related to claims, lawsuits, and proceedings incident to the nature of the business. The Company records liabilities for loss contingencies when it is probable that a liability has been incurred on or before the Consolidated Balance Sheets date and the amount of the liability can be reasonably estimated as of the issuance date. The Company does not discount such contingent liabilities and recognizes related legal costs, such as fees and expenses of external counsel and other service providers, as period expenses when incurred. The loss contingencies, if any, are held within Accounts payable and accrued liabilities in the Consolidated Balance Sheets. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In order to assess the potential liabilities, the Company analyzes the litigation exposure based upon available information, including consultation with counsel handling the defense of these matters. As these liabilities are uncertain by their nature, the recorded amounts may change due to a variety of factors, including new developments or changes in the approach, such as changing the settlement strategy as applicable to a matter. Equity-Based Compensation The Company issues equity-based awards to employees in the form of Restricted Stock, Restricted Stock Units, Stock Options, Restricted Common Units, Restricted LLC Units, and Class C Incentive Units. Prior to the IPO, equity-based awards of RSG LLC consisted of profits interests. Compensation cost for equity awards is measured at the grant date fair value. The grant date fair value of Stock Options is estimated using the Black-Scholes option pricing model, and the grant date fair value of the Restricted Common Units, RLUs, and Class C Incentive Units is estimated using a Monte Carlo simulation based pricing model. These pricing models require management to make assumptions with respect to the fair value of the equity awards on the grant date, including the expected term of the award, the expected volatility of the Company’s stock based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of the Company’s Class A common stock, among other items including the Company's Class A common stock price and taxable income forecasts. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation cost could be materially impacted. For periods prior to the Company’s IPO, the grant date fair value of equity-based awards was determined on each grant date using a Black-Scholes option pricing model, as profits interests have certain economic similarities to options. As the Company's equity was not publicly traded, there was no history of market prices for the Company's equity. Thus, estimating grant date fair value required the Company to make assumptions, including the value of the Company's equity, expected time to liquidity, and expected volatility. The Company accounts for equity-based compensation in accordance with ASC 718. In accordance with ASC 718, compensation expense is measured at estimated fair value of the equity-based awards and is expensed over the vesting period during which an employee provides service in exchange for the award. Compensation expense is recognized using the graded vesting attribution method and forfeitures are accounted for as they occur. Equity-based compensation expense is recorded in Compensation and benefits on the Consolidated Statements of Income. See Note 14, Equity-based Compensation , for additional information on the Company’s equity-based compensation awards. Defined Contribution Plan The Company recognizes expense for the matching contribution to the defined contribution plan in the year where requisite employee service is performed. Matching contributions are made to participants throughout the year. Any liabilities for matching contributions are recognized as Current Accrued compensation within the Consolidated Balance Sheets. Deferred Compensation Plan The Company offers a non-qualified deferred compensation plan to certain senior employees and members of management. Under this plan, amounts deferred remain assets of the Company and are subject to the claims of the Company’s creditors in the event of insolvency. Amounts deferred are not invested in any funds. However, the liability balance is updated to reflect hypothetical interest, earnings, appreciation, losses and depreciation that would be accrued or realized if the deferred compensation amounts had been invested in the applicable benchmark investments and is recognized in Non-current Accrued compensation in the Consolidated Balance Sheets. Changes in value on deferred amounts held are recognized within Compensation and benefits in the Consolidated Statements of Income. Employee Incentives In connection with the acquisition of businesses and recruiting and retaining key talent, the Company has historically issued unsecured forgivable notes as well as retention incentives with a claw back feature to employees. The aggregate balance of both forgivable notes and retention incentives are included within Current and Non-current Prepaid incentives - net in the Company’s Consolidated Balance Sheets. The expense related to forgiving these incentives is amortized through Compensation and benefits in the Consolidated Statements of Income. Employee Retention Incentives Retention incentives are earned by the recipient over the term of the arrangement, so long as the employee continues employment and complies with other certain contractual requirements. Forgivable Notes Forgivable notes were historically offered to employees as an incentive, whereby the principal amount of the notes and related accrued interest is forgiven by the Company over the term of the notes, so long as the employee continues employment and complies with other certain contractual requirements. The Company no longer issues these types of notes. Long-Term Incentive Plans The long-term incentive plan awards are typically issued in connection with an acquisition, vest based on the achievement of various performance and service conditions, and are cash-settled. The expense is recognized in Compensation and benefits in the Consolidated Statements of Income ratably over the remaining service period of the participants while employed by the Company. Restructuring Costs Restructuring costs consist of employee termination benefits including severance and retention costs, lease termination, contract termination and other restructuring related costs. A liability for employee termination benefits is recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Following the communication date, where an employee is required to continue rendering service to receive termination benefits, the costs associated with those benefits and ongoing costs of employment are generally expensed over the employees’ remaining service period. These costs are recorded in Compensation and benefits in the Consolidated Statements of Income and the related liabilities recognized are recorded in Current Accrued compensation in the Consolidated Balance Sheets. For leased properties where we plan to cease use of the property, as well as have the intent and ability to sublease the property, we test the right-of-use asset for impairment to determine if a loss has occurred. The carrying value of the right-of-use asset is adjusted based on the net present value of the future cash flows expected from a sublease agreement using current market rates for similar properties. We may record additional impairment losses when we finalize executed agreements with the sublessee. Certain contract termination costs are recognized at the date the Company ceases using the rights conveyed by the contract or when we terminate the contract pursuant to the contractual terms and are measured at fair value. Costs associated for consolidating leased office and other expenses are recorded in General and administrative expense in the Consolidated Statements of Income and the related liabilities recognized are recorded in Accounts payable and accrued liabilities in the Consolidated Balance Sheets. Foreign Currency Translation The Company assigns functional currencies to the foreign operations, which are generally the currencies of the local operating environment. Balances denominated in non-functional currency are remeasured to the functional currency using current exchange rates, and the resulting foreign exchange gains or losses are reflected in earnings. Functional currency balances are then translated into reporting currency using (i) exchange rates at the balance sheet date for items reported as assets or liabilities in the Consolidated Balance Sheets, (ii) historical rates for items reported in Stockholders'/ members’ equity other than accumulated losses, and (iii) average exchange rates for items recorded in earnings and included in accumulated losses. The resulting change in unrealized translation gains or losses is a component of Accumulated other comprehensive income within the Consolidated Balance Sheets. Leases The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company then evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains substantially all economic benefits from the use of the asset, and whether it has the right to direct the use of the asset. If these criteria are met and a lease has been identified, the Company accounts for the contract under the requirements of ASC 842, Leases ("ASC 842"). The Company's leased assets consist primarily of real estate leases for occupied offices and office equipment leases. The lease commencement date is the beginning of the lease term and is recognized when the right-of-use asset has been made available by the lessor to the Company. Certain of these leases have options permitting renewals for additional periods or clauses allowing for early termination, and where those are reasonably certain to be executed, they are recognized as a component of the lease term. All of the Company’s real estate leases and most of the office equipment leases are recognized as operating leases, while some leases of office equipment and all IT hardware are finance leases, with both classes comprising lease terms ranging from twelve months to ten years. The Company also subleases some real estate properties to third parties, which are classified as operating leases. The Company recognizes lease payments for short-term leases of twelve months or less in the Consolidated Statements of Income on a straight-line basis over the lease term. For leases in which an implicit rate is not provided in the contract, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company does not account for separate lease components of a contract and its associated non-lease components as a single lease component. Further, variable expenses related to real estate and equipment leases are expensed as incurred. At the lease commencement for finance and operating leases, the Company recognizes the total lease liability through the lease term as the present value of all remaining payments, discounted by the rate determined at commencement in the Consolidated Balance Sheets. Lease liabilities are decreased for payments made in the period and are increased by the accretion of the discount. For finance leases, the recognition of the right-of-use asset is the lease liability adjusted by prepaid rent, unamortized lease incentives or initial direct costs, and any impairments. The monthly expense in the Consolidated Statements of Income is recognized as the lease liability interest expense, and the right-of-use asset amortization. Operating leases are included in Non-current assets - Lease right-of-use assets, Current liabilities - Operating lease liabilities, and Non-current liabilities - Operating lease liabilities on the Consolidated Balance Sheets. Finance leases are included in Non-current assets - Lease right-of-use assets, Current liabilities – Short-term Debt and current portion of long-term debt, and Non-current liabilities – Long-term debt on the Consolidated Balance Sheets. In the event the lease liability is remeasured due to a change in the scope of or the consideration for a lease, an adjustment is made to the right-of-use asset. In the instance where the right-of-use asset is impaired, the impairment charge is recognized in the Consolidated Statements of Income within General and administrative expense, irrespective of its classification of operating or finance lease. The Company will periodically review right-of-use lease assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted average shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted-average shares of Class A common stock outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share. See Note 15, Loss Per Share for additional information on dilutive securities. All earnings (loss) for the period prior to the IPO were entirely allocable to RSG LLC and its historic non-controlling interest. Due to the impact of the Organizational Transactions, the Company’s capital structure for the pre- and post-IPO periods is not comparable. As a result, the presentation of earnings (loss) per share for the periods prior to the IPO and Organizational Transactions is not meaningful and only earnings (loss) per share for periods subsequent to the IPO and Organizational Transactions are presented herein. Non-Controlling Interest As noted above, the Company consolidates the financial results of RSG LLC. Therefore, we report a non-controlling interest based on the LLC Common Units not owned by the Company on our Consolidated Balance Sheets. Net income (loss) 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 and Comprehensive Income. Refer to Note 12, Stockholders' and Members' Equity for more information. The non-controlling interest holders may, subject to certain exceptions, from time to time, at each of their options, require New RSG Holdings to redeem all or a portion of their LLC Common Units in exchange for, at the Company’s election (determined by a majority of the Company’s directors who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis, or cash, only to the extent that the Company has received cash proceeds pursuant to a secondary offering. In accordance with the terms of the New RSG Holdings LLC Operating Agreement, any cash payment would equal a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Common Unit so redeemed. As any redemption settled in cash would be limited to proceeds received from the sale of new permanent equity securities, the Non-controlling interest is classified as permanent equity on the Consolidated Balance Sheets. Income Taxes The Company accounts for income taxes under the asset and liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that it is believed that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company evaluates and accounts for uncertain tax positions in accordance with ASC 740 Income Taxes using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained. The Company records interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of Income tax expense in the Consolidated Statements of Income. The holders of the LLC Common Units, including the Company, incur U.S. federal, state and local income taxes on their share of any taxable income of RSG LLC. The LLC Operating Agreement provides for pro rata cash distributions ("Members' Tax Distributions") to the holders of the LLC Common Units in an amount generally calculated to provide each holder of LLC Common Units with sufficient cash to cover their tax liability in respect of the LLC Common Units. In general, these Members' Tax Distributions are computed based on RSG LLCs estimated taxable income, multiplied by an assumed tax rate as set forth in the LLC Operating Agreement. Tax Receivable Agreement (TRA) In connection with the Organizational Transactions and IPO, the Company entered into a TRA with certain LLC Unitholders and Onex that will provide for the payment of 85 % of the amount of cash savings, if any, in U.S. federal, state and local income taxes we actually realize (or, under certain circumstances are deemed to realize) from (i) certain increases in the tax basis of the assets of RSG LLC resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of RSG LLC that existed prior to the IPO or to which the Company succeed as a result of certain aspects of the Organizational Transactions, (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitled (if any), (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to payments that the Company makes under the TRA. The Company accounts for amounts payable under the TRA in accordance with ASC Topic 450, Contingencies . The amounts payable under the TRA will vary depending upon a number of factors, including the timing of exchanges by the LLC Unitholders, the amount of gain recognized by the LLC Unitholders, the amount and timing of the taxable income the Company generates in the future, and the federal tax rates then applicable. Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the agreement. Any such changes in these factors or changes in the Company’s determi |
Revenue from Contracts With Cus
Revenue from Contracts With Customers | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation Of Revenue [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers Disaggregation of Revenue The following table summarizes revenue from contracts with customers by Specialty: Year Ended December 31, 2021 2020 2019 Wholesale Brokerage $ 931,979 $ 673,090 $ 508,503 Binding Authority 209,622 144,837 103,853 Underwriting Management 290,578 198,758 146,092 Total Net commissions and fees $ 1,432,179 $ 1,016,685 $ 758,448 In 2021, certain business previously transacted by Ryan Specialty's underwriting managers was renegotiated to a wholesale binding authority contract. For comparability, revenues in Binding Authority have been increased by $ 13.0 million and $ 8.9 million in 2020 and 2019, respectively, with an offset to revenues in Underwriting Management. Contract Balances Contract assets, which arise from the Company’s volume-based commissions, are included within Commissions and fees receivable – net in the Consolidated Balance Sheets. The contract asset balance was $ 8.8 million and $ 6.7 million as of December 31, 2021 and 2020 , respectively. For contract assets, payment is typically due within one year of the completed performance obligation. The contract liability balance, which is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets, was $ 1.1 million as of December 31, 2021 and there were no contract liabilities recognized as of December 31, 2020. The increase in the contract liability balance in the current year is due to the Keystone acquisition that occurred on December 31, 2021; see Note 4, Merger and Acquisition Activity for information on the acquisition. |
Merger and Acquisition Activity
Merger and Acquisition Activity | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination And Asset Acquisition [Abstract] | |
Merger and Acquisition Activity | 4. Merger and Acquisition Activity The Company accounts for acquisitions as either business combinations or asset acquisitions depending on the facts and circumstances of each acquisition. Transaction costs arising from a business combination are recognized within General and administrative expense in the Consolidated Statements of Income . 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 19, Fair Value Measurements . For asset acquisitions, the Company recognizes contingent consideration when the underlying contingency is resolved and the consideration is paid or payable. 2021 Acquisitions On March 31, 2021, the Company acquired the remaining outstanding 53 % of the common units in Ryan Re, making Ryan Re a wholly owned subsidiary. Refer to Note 21, Related Parties . On December 1, 2021, the Company acquired 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 certain 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 risk management services, and is headquartered in Media, Pennsylvania. Pro forma financial information, as well as further details regarding the purchase price allocation related to the Crouse and Keystone acquisitions, has not been presented since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. Acquisitions Related to the Organizational Transactions As part of the Organizational Transactions on July 21, 2021, the Company acquired the Preferred Blocker Entity, the entity through which Onex held its preferred interest of 260,000,000 Redeemable Preferred Units and an $ 83.5 million asset equal to the unpaid preferred return and value of the make-whole provision, for cash consideration of $ 343.2 million net of cash acquired. RSG LLC converted the acquired preferred interest into 14,617,675 LLC Common Units that were then issued to the Company. As part of the Organizational Transactions on July 21, 2021, the Company acquired the Common Blocker Entity, the entity through which Onex held its pre-IPO common interest in Class B common units of RSG LLC in exchange for 20,680,420 shares of Class A common stock and a right to participate in the TRA through the issuance and subsequent repurchase and retirement of 640,784 shares of Class X common stock, each in a non-cash transaction. The acquisitions of the Preferred Blocker Entity and Common Blocker Entity were accounted for as asset acquisitions. 2020 Acquisitions On September 1, 2020, the Company acquired ARL. ARL was an independently owned wholesale insurance brokerage, binding, and underwriting operation located in Delray Beach, Florida. Total consideration of $ 1,223.3 million transferred in exchange for control of ARL consisted of cash paid of $ 814.9 million, net of acquired cash of $ 40.8 million, liabilities incurred by Ryan Specialty in respect of various Long Term Incentive Plans (“LTIP”) and employee benefits that were established by the former owner of ARL of $ 257.6 million and $ 8.0 million respectively, as well as $ 102.0 million of common equity in Ryan Specialty issued to the former owner of ARL. During 2020, we also completed the asset acquisitions of Socius Insurance Services, Inc. for total consideration of $ 1.3 million and JEM Underwriting Managers, LLC ("JEM") for total consideration of $ 4.0 million, net of cash acquired. We have included the financial results from these acquisitions in our Consolidated Financial Statements from their respective dates of acquisition. 2019 Acquisitions During 2019, the Company made six acquisitions that were accounted for as business combinations for total consideration of $ 151.6 million. Pro forma financial information, as well as further details regarding the purchase price allocation related to these acquisitions, has not been presented since these acquisitions were not material, either individually or in the aggregate, to the Company’s financial results. As of December 31, 2021 , the Company has no t recognized any impairments of acquired goodwill and other intangible assets related to these acquisitions. Contingent Consideration The Company recognizes losses or income for changes in fair value of estimated contingent consideration within Change in contingent consideration on the Consolidated Statements of Income. The Company recognizes interest expense for accretion of the discount on these liabilities within Interest expense on the Consolidated Statements of Income. The table below summarizes the changes recognized in the Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Change in contingent consideration $ 2,891 $ ( 1,301 ) $ ( 1,595 ) Interest expense 748 1,197 1,009 Total $ 3,639 $ ( 104 ) $ ( 586 ) The current portion of the fair value of contingent consideration was $ 14.4 million and $ 5.5 million as of December 31, 2021 and 2020 , respectively, and was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. The non-current portion of the fair value of the contingent consideration was $ 27.6 million and $ 16.6 million as of December 31, 2021 and 2020 , respectively, and was recorded in Other non-current liabilities on the Consolidated Balance Sheets. The aggregate amount of maximum contingent consideration obligation related to acquisitions was $ 129.2 million and $ 102.4 million as of December 31, 2021 and 2020 , respectively. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Restructuring | 5. Restructuring During 2020, the Company initiated a restructuring plan in conjunction with the All Risks Acquisition, to reduce costs and increase efficiencies. The restructuring plan is expected to generate annual savings of $ 25.0 million when it is fully actioned by June 30, 2022. This plan involves restructuring costs beginning on July 1, 2020, primarily consisting of employee termination benefits and retention costs. The restructuring plan also includes charges for consolidating leased office space, as well as other professional fees. Restructuring costs incurred for the year ended December 31, 2021 were $ 14.4 million and cumulative restructuring costs incurred since the inception of the program were $ 25.2 million as of December 31, 2021 . The Company expects to incur total restructuring costs in the range of $ 30.0 million to $ 35.0 million, with run-rate savings expected to be realized by June 30, 2023. The table below presents the restructuring expense incurred in for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Compensation and benefits $ 9,934 $ 10,139 Occupancy and other costs (1) 4,446 701 Total $ 14,380 $ 10,840 (1) Occupancy and other costs are included within General and administrative expenses within the Consolidated Statements of Income The table below presents a summary of changes in the restructuring liability: Compensation and Occupancy and Other Costs Total Balance as of December 31, 2019 $ — $ — $ — Accrued costs 10,139 701 10,840 Payments ( 3,090 ) ( 701 ) ( 3,791 ) Balance as of December 31, 2020 $ 7,049 $ — $ 7,049 Accrued costs 9,934 4,446 14,380 Payments ( 16,576 ) ( 4,446 ) ( 21,022 ) Balance as of December 31, 2021 $ 407 $ — $ 407 |
Receivables and Current Assets
Receivables and Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Receivables And Current Assets [Abstract] | |
Receivables and Current Assets | 6. Receivables and Current Assets Receivables The Company had receivables of $ 210.3 million and $ 177.7 million outstanding as of December 31, 2021 and 2020, respectively, which were recognized within Commissions and fees receivable—net in the Consolidated Balance Sheets. Commission and fees receivable is net of an allowance for credit losses. 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: Year Ended December 31, 2021 2020 Beginning of period $ 2,916 $ 1,555 Write-offs ( 2,636 ) ( 731 ) Increase in provision 2,228 2,092 End of period $ 2,508 $ 2,916 Other Current Assets Major classes of other current assets consist of the following: Year Ended December 31, 2021 2020 Prepaid expenses $ 13,434 $ 11,973 Service receivables (1) 644 508 Deferred offering costs (2) — 1,459 Other current receivables 1,804 1,131 Total other current assets $ 15,882 $ 15,071 (1) Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 21, Related Parties . (2) Deferred offering costs consist of legal, accounting, and other fees related to the IPO. Deferred offering costs totaling $ 13.2 million were offset against the proceeds upon the completion of the IPO in July 2021. Total offering costs related to the IPO were $ 90.1 million, including these deferred offering costs and the underwriting discount. |
Fiduciary Assets And Liabilitie
Fiduciary Assets And Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fiduciary Assets And Liabilities [Abstract] | |
Fiduciary Assets And Liabilities | 7. Fiduciary Assets and Liabilities The Company recognizes 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 cash and receivables in the Company’s Consolidated 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 Balance Sheets. The Company held or was owed fiduciary funds for premiums, claims and surplus lines taxes of $ 2,390.2 million and $ 1,978.2 million as of December 31, 2021 and 2020 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 8. GOODWILL AND OTHER INTANGIBLE ASSETS The following table provides a summary of goodwill activity: Goodwill Balance at December 31, 2019 $ 528,512 Acquisitions 695,297 Measurement period adjustments ( 162 ) Impact of exchange rate changes 549 Balance at December 31, 2020 $ 1,224,196 Acquisitions 85,299 Impact of exchange rate changes ( 228 ) Balance at December 31, 2021 $ 1,309,267 In accordance with the Company’s goodwill policy as stated in Note 2, Summary of Significant Accounting Policies , the Company has evaluated the goodwill for impairment indicators and as of December 31, 2021, the Company has not recognized any impairments of the acquired goodwill. Changes in the net carrying amount of finite-lived intangible assets are shown in the table below: December 31, 2021 December 31, 2020 Cost (3) Accumulated Amortization (3) Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount Customer relationships (1) $ 919,349 $ ( 375,680 ) $ 543,669 $ 846,181 $ ( 272,029 ) $ 574,152 Trade names (2) 22,485 ( 15,727 ) $ 6,758 14,058 ( 4,838 ) 9,220 Internally developed software 31,567 ( 8,064 ) $ 23,503 24,480 ( 3,088 ) 21,392 Total $ 973,401 $ ( 399,471 ) $ 573,930 $ 884,719 $ ( 279,955 ) $ 604,764 (1) The increase in customer relationships for the year ended December 31, 2021 is due to the Company acquiring $ 68.8 million of related intangibles from the Crouse and Keystone acquisitions. The acquired customer relationships have a weighted average amortization period of 12 years. (2) The increase in trade names for the year ended December 31, 2021 is due to the Company acquiring $ 1.3 million of related intangibles from the Crouse and Keystone acquisitions. The acquired trade names have a weighted average amortization period o f 3 y ears. (3) The Company previously excluded intangible assets that were fully amortized from the cost and accumulated amortization presentation. As of December 31, 2021, the Company includes the total gross value of all purchased intangibles, including assets that were fully amortized. The value of internally developed software in development not yet placed in service were $ 7.1 million and $ 5.8 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company has not written off any costs associated with internally developed software in development not yet placed in service. The aggregate amortization expense from finite-lived intangible assets was $ 107.7 million and $ 63.6 million for the years ended December 31, 2021 and 2020, respectively. The estimated future amortization for finite-lived intangible assets as of December 31, 2021, is as follows: Customer Relationships Trade Names Internally Developed Software 2022 $ 93,869 $ 3,799 $ 5,925 2023 82,363 2,546 5,782 2024 71,740 413 5,213 2025 62,080 - 4,041 2026 52,284 - 2,117 Thereafter 181,333 - 425 Total $ 543,669 $ 6,758 $ 23,503 |
Equity Method Ivestment
Equity Method Ivestment | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | 9. EQUITY METHOD INVESTMENT The Company’s equity method investment in related parties consists of its investment in RIH. On July 1, 2019, the Company invested $ 23.5 million in cash in exchange for a 47 % non-controlling interest in RIH. This investment was recognized at cost on the date of the transaction. On March 5, 2020, the Company invested $ 23.5 million to satisfy the Company’s remaining capital commitment. Refer to Note 21, Related Parties . The Company’s maximum exposure to loss on the equity method investment is the total invested capital of $ 47.0 million. The Company may be exposed to losses arising from the equity method investment as a result of underwriting losses recognized at Geneva Re, Ltd ("Geneva Re") or losses on Geneva Re’s investment portfolio. Year Ended December 31, 2021 2020 Beginning of period $ 47,216 $ 22,522 Invested capital - 23,500 Income (loss) from equity method investment in related party ( 759 ) 440 Change in share of equity method investment in related party other comprehensive income (loss) ( 1,040 ) 754 End of period $ 45,417 $ 47,216 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | 10. Leases The Company has various non-cancelable operating leases with various terms through July 2031 primarily for office space and office equipment. The lease costs for the years ended December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Lease cost: Operating lease cost $ 24,069 $ 19,510 Finance lease costs: Amortization of leased assets 144 102 Interest on lease liabilities 3 2 Short term lease costs: Operating lease cost 536 1,906 Finance lease cost: Amortization of leased assets 9 11 Interest on lease liabilities 1 1 Sublease income ( 382 ) ( 450 ) Lease cost – net $ 24,380 $ 21,082 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27,550 $ 18,586 Operating cash flows from finance leases 156 117 Non-cash related activities Right-of-use assets obtained in exchange for new operating lease liabilities 11,714 35,766 Right-of-use assets obtained in exchange for new finance lease liabilities — 132 Weighted average discount rate (percent) Operating leases 3.85 3.72 Finance leases 3.16 3.01 Weighted average remaining lease term (years) Operating leases 6.0 6.2 Finance leases 2.7 2.2 Supplemental balance sheet information related to Lease right-of-use assets: As of December 31, 2021 2020 Right-of-use assets – operating leases – net $ 84,778 $ 93,715 Right-of-use assets – finance leases – net 96 226 Total lease right-of-use assets – net $ 84,874 $ 93,941 Supplemental balance sheet information related to lease liabilities: As of December 31, 2021 2020 Current lease liabilities Operating $ 18,783 $ 19,880 Finance 39 147 Non-current lease liabilities Operating 74,386 83,737 Finance 57 78 Total lease liabilities $ 93,265 $ 103,842 The estimated future minimum payments of operating and financing leases as of December 31, 2021: Finance Operating 2022 $ 41 $ 21,637 2023 37 19,168 2024 18 15,761 2025 4 12,560 2026 — 11,008 Thereafter — 25,241 Total undiscounted future lease payments 100 105,375 Less imputed interest ( 4 ) ( 12,206 ) Present value lease liabilities $ 96 $ 93,169 Average annual sublease income for the next eight years is $ 0.2 million. The Company has ten leases with inception dates prior to December 31, 2021 that had not yet commenced as of December 31, 2021 , for a total future estimated lease liability of $ 119.6 million. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 11. 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 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: As of December 31, 2021 2020 Term debt 7-year term loan facility, periodic interest and quarterly principal 3.0 % as of December 31, 2021, LIBOR + 3.25 % September 1, 2027 $ 1,578,972 $ 1,578,930 Revolving debt 5-year revolving loan facility, periodic interest payments, LIBOR + up to 3.0 % as of December 31, 2021, LIBOR + up to 3.25 % as of December 0.50 %, expires July 26, 2026 387 15 Premium financing notes Commercial notes, periodic interest and principal payments, 2.50 %, June 1, 2021 — 1,951 Commercial notes, periodic interest and principal payments, 1.66 %, June 1, 2022 1,656 — Commercial notes, periodic interest and principal payments, 1.66 %, July 15, 2022 745 — Commercial notes, periodic interest and principal payments, 1.66 %, July 21, 2022 3,973 — Finance lease obligation 96 225 Unsecured promissory notes — 363 Units subject to mandatory redemption 4,267 3,866 Total debt $ 1,590,096 $ 1,585,350 Less current portion ( 23,469 ) ( 19,158 ) Long term debt $ 1,566,627 $ 1,566,192 Future maturities of long-term debt as of December 31, 2021, were as follows: 2022 $ 23,469 2023 16,536 2024 16,517 2025 16,504 2026 16,500 Thereafter 1,551,143 Total repayments $ 1,640,669 Unamortized discounts, premiums, and debt issuance costs ( 50,573 ) Total $ 1,590,096 Term Loan In the first quarter of 2021, the Company closed on a repricing of the 2020 credit facility in order to obtain a lower 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 repricing 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. The original principal of the term loan was $ 1,650.0 million. As of December 31, 2021 $ 1,629.4 million of the principal was outstanding and $ 0.2 million of interest was accrued. Unamortized deferred issuance costs on the term loan were $ 50.6 million as of December 31, 2021. Revolving Credit Facility As of December 31, 2020, the revolving credit facility had a borrowing capacity of $ 300.0 million. In connection with the closing of the IPO, effective July 26, 2021, the Company modified the terms of the revolving credit facility, increasing the commitments from $ 300.0 million to $ 600.0 million, as well as decreasing the established borrowing margins on outstanding balances by 0.25 %. The modification also extended the expiration date of the facility to five years from the effective date. An additional $1.1 million of deferred issuance costs related to new lenders in connection with the increase will be amortized over the five year term of the facility. As the revolving credit facility had not been drawn on as of December 31, 2021 or 2020, the deferred issuance costs related to the facility of $ 8.7 million and $ 9.8 million, respectively, are included in Other non-current assets in the Consolidated Balance Sheets. The commitments available to be borrowed under the revolving credit facility were $ 598.7 million and $ 298.7 million as of December 31, 2021 and 2020, respectively, as the available amount of the facility was reduced by $ 1.3 million of undrawn letters of credit as of December 31, 2021 and 2020. The Company pays a commitment fee on undrawn amounts under the facility of 0.25 % - 0.50 %. As of December 31, 2021, the Company accrued $ 0.4 million of unpaid commitment fees related to the revolving credit facility included in Short-term debt and current portion of long-term debt in the Consolidated Balance Sheets. Borrowings under the term loan and the revolving credit facility are secured by a first-priority lien and security interest in substantially all of the assets, subject to certain exceptions, of existing and future material domestic subsidiaries of the Company. Unsecured Promissory Notes In 2019, the Company issued an unsecured promissory note for $ 0.4 million in exchange for calling 200,000 vested LLC Units in a non-cash transaction. The note had a variable interest rate equal to the greater of 4.0% or the current LIBOR rate plus 1.0 % , and had a maturity date of August 9, 2021 , to align with the end of the former unitholder's restrictive covenant period. Subsidiary Units Subject to Mandatory Redemption As discussed in Note 21, Related Parties , on June 13, 2019, the Company acquired a controlling 47 % interest in Ryan Re, LLC. At the time of acquisition, the Founder’s trusts held class A preferred units in Ryan Re worth $ 3.3 million. The class A preferred units had an annual dividend accumulation rate of 10 %, compounded quarterly. Ryan Re has the obligation to settle all the outstanding class A preferred units equal to the amount of the aggregate amount of unreturned capital and unpaid dividends on June 13, 2034, fifteen years from original issuance. As these units, which were acquired in a non-cash transaction, are mandatorily redeemable, they are classified as Long-term debt on the Consolidated Balance Sheets. The historical cost and fair value of $ 3.3 million of the units as of the acquisition date was valued using an implicit rate of 9.8 %. Accretion of the discount using the implicit rate is recognized as Interest expense in the Consolidated Statements of Income. As of December 31, 2021 and 2020, interest accrued on these units was $ 1.0 million and $ 0.6 million, respectively. |
Stockholders' and Members' Equi
Stockholders' and Members' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' and Members' Equity | 12. Stockholders' and Members' Equity RSG LLC Equity Structure Prior to the Organizational Transactions and the IPO, RSG LLC had issued and outstanding Class A common units, Class B common units, preferred units, and redeemable preferred units. As part of the Organizational Transactions, the Class A common units and the Class B common units were exchanged for 234,374,281 LLC Common Units. As described in Note 4, Merger and Acquisitions Activity , the Company acquired the Preferred Blocker Entity through which Onex held its preferred unit interest in RSG LLC. The 260,000,000 Redeemable Preferred Units of RSG LLC owned by the Preferred Blocker Entity were converted through a series of transactions to 14,617,675 LLC Common Units immediately after the acquisition. Substantially concurrent with the IPO, RSG LLC repurchased 74,990,000 preferred units from the Founder Group for $ 78.3 million, which reflects the par value of $ 75.0 million plus unpaid accrued preferred dividends. Ryan Specialty Group 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 to 1,000,000,000 shares of Class A common stock, 1,000,000,000 shares of Class B common stock, and 10,000,000 shares of Class X common stock, each having a par value of $ 0.001 per share. The Company’s amended and restated certificate of incorporation and the New RSG Holdings LLC Operating Agreement require that the Company and RSG 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 B Common 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, 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 RSG Holdings LLC Operating Agreement, the LLC Unitholders will be entitled to exchange LLC Common Units for shares of Class A common stock determined 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 described in Note 4, Merger and Acquisitions Activity , the Company acquired the Common Blocker Entity, the entity through which Onex held its Class B common unit interest in RSG LLC. Through the acquisition, Onex exchanged its equity interests in the Common Blocker Entity for 20,680,420 shares of Class A common stock and a right to participate in the TRA. The Company issued 640,784 shares of Class X common stock to Onex, which were immediately repurchased and cancelled, as a mechanism for Onex to participate in the TRA, each in a non-cash transaction. The shares of Class X common stock have no economic or voting rights. As of December 31, 2021 , there were no shares of Class X common stock outstanding. Preferred Stock As of December 31, 2021 , there are no shares of preferred stock outstanding. Under the terms of our amended and restated certificate of incorporation, our Board is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our 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 No dividends were declared or payable as of December 31, 2021. Non-controlling Interest In connection with the IPO and the Organizational Transactions, the Company became the sole managing member of RSG LLC. As a result, the Company began consolidating RSG LLC in its consolidated financial statements, resulting in a non-controlling interest related to the LLC Common Units not held by the Company. The non-controlling interest previously recognized in RSG LLC's historical consolidated financial statements represented RSG LLC's equity interests in an underlying subsidiary. Immediately following the completion of the Organizational Transactions and the IPO, the Company owned 42.4 % of the economic interests in RSG, LLC, while the non-controlling interest holders owned the remaining 57.6 % of the economic interests in RSG, LLC. As of December 31, 2021, the Company owned 42.6 % of the economic interests in RSG, LLC, while the non-controlling interest holders owned the remaining 57.4 % of the economic interests in RSG, 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 from the date of the IPO through December 31, 2021 was 57.6 %. |
Redeemable Preferred Units
Redeemable Preferred Units | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Preferred Units | 13. Redeemable Preferred Units Prior to the Organizational Transactions and IPO, the Company had 260,000,000 Redeemable Preferred Units issued and outstanding. As defined in the related purchase agreements with Onex (the “Onex Purchase Agreements”), the Company had the option, but not the requirement, to repurchase up to 100 % of the 260,000,000 Redeemable Preferred Units issued to Onex at any time. If the option was 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 Agreements. Onex had 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. Additionally, the Onex Purchase Agreements required a redemption (“Mandatory Redemption”) of the Redeemable Preferred Units upon the occurrence of a realization event, which, as defined, includes a Qualified Public Offering (as defined in the Onex Purchase Agreement). Where a Mandatory Redemption was required prior to the fifth anniversary of an issuance, the redemption price was subject to a make-whole provision. The Company determined that the Mandatory Redemption feature must be accounted for separately from the Redeemable Preferred Units par value as a derivative liability in accordance with ASC 815 Derivatives and Hedging . These embedded derivatives were accounted for on a combined basis separately from the Redeemable Preferred Units and were recorded at fair value. As the put option exercisable after the tenth anniversary of the issuance was at the option of the unitholder, but was not mandatorily redeemable, the Redeemable Preferred Units were classified as mezzanine equity and were initially recognized at relative fair value. The difference between the redemption value of the Redeemable Preferred Units and the carrying value was intended to accrete over the ten year period from the date of issuance using the effective interest method. The accretion was treated as a deemed dividend and was recorded as a charge to retained earnings. The cumulative accretion immediately prior to the IPO and as of December 31, 2020 was $ 23.9 million and $ 3.6 million, respectively, resulting in adjusted Redeemable Preferred Unit carrying values of $ 260.0 million and $ 239.6 million, respectively. Dividend payments on the Redeemable Preferred Units were accrued and deferred at the option of the Board of Directors. Unpaid preferred dividends of $ 16.2 million and $ 9.5 million were recorded in Accounts payable and accrued liabilities immediately prior to the IPO and as of December 31, 2020, respectively, each in a non-cash transaction. As the Company's IPO in July 2021 was a realization event triggering the payment to Onex of the make-whole provision, any unpaid preferred dividends, and the unpaid capital, resulted in no amounts outstanding related to these balances in the Consolidated Balance Sheets as of December 31, 2021. The Company paid $ 7.0 million and $ 6.4 million of preferred dividends inclusive of state tax payments and distributions to Onex in the years ended December 31, 2021 and 2020, respectively. The fair value of the Redeemable Preferred Unit make-whole provisions immediately prior to the IPO was $ 67.3 million, and $ 0 and $ 30.4 million at December 31, 2021, and 2020, respectively. Refer to Note 19, Fair Value Measurements . |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-based Compensation | 14. Equity-based Compensation Substantially concurrent with the IPO, the Company's Board of Directors adopted the Ryan Specialty Group 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 RSG LLC. As a result of the Organizational Transactions, pre-IPO holders of RSG 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 Replacement Awards: (i) Restricted Stock, (ii) Reload Options, (iii) Restricted Common Units, or (iv) Reload Class C Incentive Units. The "reload" awards were issued to employees in order to protect against the dilution of their existing awards upon exchange to the Replacement Awards. Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units, (ii) Staking Options, (iii) Restricted LLC Units, or (iv) Staking Class C Incentive Units. The Restricted Stock and Restricted Common Units are referred to as “restricted” for either (i) the lock-up period (“Lock-up Period” as defined by the Omnibus Plan) as it relates to the Company's restriction on any granted awards being sold or transferred for the six month period following the effective date of our IPO Prospectus, or (ii) the transfer restriction on all Restricted Stock and Restricted Common Units awarded to employees that are subject to transfer restrictions, 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. All awards granted as part of the Organizational Transactions and the IPO are subject to the aforementioned Lock-up Period and transfer restrictions. Equity-Based Awards Modification As noted above, as a result of the Organizational Transactions and the IPO, pre-IPO holders of RSG 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, as detailed in Note 2, Summary of Significant Accounting Policies , 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. 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. The Restricted Stock follows the vesting 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: Year Ended December 31, 2021 Restricted Stock Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 4,521,997 21.15 Vested 1,299,363 21.15 Forfeited — — Unvested at end of period 3,222,634 $ 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. 10,076,870 shares of Restricted Stock were granted at the time of the IPO, 5,554,873 of which were fully vested. The fully vested cash settlement of the TRA Alternative Payments included in the post modification value, as detailed above, resulted in a significant portion of the grant date fair value being recognized in the third quarter of 2021. Restricted Stock Units (RSUs) Related to the IPO, the Company granted RSUs to certain employees. 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, RSUs automatically convert on a one-for-one basis into Class A common stock. Year Ended December 31, 2021 Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 4,339,738 22.95 Vested 9,634 23.34 Forfeited — — Unvested at end of period 4,330,104 $ 22.95 Stock Options Reload Options As part of the Organizational Transactions and IPO, certain employees who exchanged their LLC 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 date, with one-third of the grant vesting in each of years 3 , 4 and 5 . Vested Reload Options are exercisable up to the tenth anniversary of the grant date. Year Ended December 31, 2021 Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 4,592,319 23.50 Exercised — — Forfeited — — Unvested at end of period 4,592,319 $ 23.50 The weighted-average grant date fair value for Reload Options issued during the year ended December 31, 2021 was $ 6.66 . The fair value of Reload Options granted was determined using the Black-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 years 3 through 9 and 30 % vesting in year 10 . Vested Staking Options are exercisable up to the eleventh anniversary of the grant date. Year Ended December 31, 2021 Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 66,667 23.50 Exercised — — Forfeited — — Unvested at end of period 66,667 $ 23.50 The weighted-average grant date fair value for Staking Options granted during the year ended December 31, 2021 was $ 7.82 . The fair value of Staking Options granted was determined using the Black-Scholes option pricing model with the following assumptions: 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 % The use of a valuation model for the Reload Options and Staking Options requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the observed volatility for comparable companies. The expected time to maturity was based on the weighted-average vesting terms and contractual terms of the awards. 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. All Stock Options outstanding were issued at the time of the IPO. No additional options have been issued to date. The aggregate intrinsic value and weighted average remaining contractual terms of Stock Options outstanding and Stock Options exercisable were as follows as of December 31, 2021: December 31, Aggregate intrinsic value ($ in thousands) Stock Option- Reload Options outstanding $ 77,381 Stock Option- Reload Options exercisable — Stock Option- Staking Options outstanding $ 1,123 Stock Option- Staking Options exercisable — Weighted-average remaining contractual term (in years) Stock Option- Reload Options outstanding 9.6 Stock Option- Reload Options exercisable — Stock Option- Staking Options outstanding 10.6 Stock Option- Staking Options exercisable — Restricted Common Units As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Common Units in exchange for their LLC Units. LLC Units historically vested pro rata over 5 years . The Restricted Common Units follow the vesting schedule of the LLC Units for which they were exchanged. Restricted Common Unit activity for the period was as follows: Year Ended December 31, 2021 Common Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 6,631,926 23.84 Vested 888,406 23.84 Forfeited — Unvested at end of period 5,743,520 $ 23.84 The weighted average grant date fair value reflects the fair value of the Restricted Common Units at the time of the modification. 27,493,192 Restricted Common Units were granted at the time of the IPO, 20,861,266 of which were fully vested. The potential TRA payment value included in the post modification value associated with vested awards, as detailed above, resulted in a significant portion of the grant date fair value being recognized in the third quarter of 2021. Restricted LLC Units (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 30 % vesting in year 10 . Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units. Year Ended December 31, 2021 Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 1,543,277 25.05 Vested — — Forfeited — — Unvested at end of period 1,543,277 $ 25.05 Class C Incentive Units Reload Class C Incentive Units As part of the Organizational Transactions and 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 , 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 Reload Class C Incentive Units vest either 100 % 3 years from the grant date or over 5 years from the grant date, with one-third of the grant vesting in each of years 3 , 4 and 5 . The weighted-average grant date fair value of Reload Class C Incentive Units issued during the year ended December 31, 2021 was $ 11.57 . Year Ended December 31, 2021 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period — $ — Granted 3,911,490 23.50 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 . The weighted-average grant date fair value of Staking Class C Incentive Units granted during the year ended December 31, 2021 was $ 12.02 . Year Ended December 31, 2021 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period $ — Granted 2,116,667 23.50 Vested — — Forfeited — — Unvested at end of period 2,116,667 $ 23.50 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 as described in Note 2, Summary of Significant Accounting Policies . The Reload Class C Incentive Units and Staking Class C Incentive Units have the same terms as the LLC Common Units, with the exception of the participation threshold of $23.50 and they are not paired with Class B common stock. 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 we are required to make certain assumptions with respect to selected model inputs. Due to the nature of the underlying risks inherent in TRA 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 future stock prices on the size of the amortizable asset, as well as the impact of different levels of taxable income on the timing 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 of 1.9 % was based on U.S. Treasury rates commensurate with a term of 30 years. Due to the transfer restrictions, a discount for lack of marketability was applied based on the term between when each Restricted Common Unit, RLU or 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, RLU, or Class C Incentive Unit. Director Stock Grants Starting in 2022, the Company will grant Class A common stock ("Director Stock Grants") to the directors serving as members of the Company's Board of Directors. The next grant will occur in June 2022 but will be related to service as a board member starting at the IPO date in July 2021. There will not be any vesting conditions on the grants. The Company has accrued $ 0.5 million of expense related to Director Stock Grants as of December 31, 2021. Equity-Based Compensation Expense As of December 31, 2021, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining service period is the following: Amount Weighted Average Remaining Service Period (years) Restricted Stock $ 18,676 2.7 RSUs 81,319 6.9 Stock Option- Reload Options 6,901 4.1 Stock Option- Staking Options 483 9.6 Restricted Common Units 18,663 2.0 Restricted LLC Units 35,413 9.0 Reload Class C Incentive Units 9,146 3.3 Staking Class C Incentive Units 22,694 8.1 Total unrecognized equity-based compensation expense $ 193,295 The following table includes the equity-based compensation expense the Company realized during the year ended December 31, 2021 by expense type from the view of expense related to pre- and post-IPO awards. The table also presents the unrecognized equity-based compensation expense as of December 31, 2021 in the same view. Recognized Expense Unrecognized Expense Prior to the Organizational Transactions and IPO RSG LLC equity-based compensation expense $ 8,457 $ - Pre-IPO awards Restricted Stock 3,323 9,477 Restricted Common Units 1,859 5,988 Impact of Replacement Awards Modification of vested Restricted Stock and Restricted Common Units 31,142 - Incremental Restricted Stock and Reload Options 6,779 16,101 Incremental Restricted Common Units and Reload Class C Incentive Units 10,170 21,821 IPO awards RSUs and Staking Options 18,234 81,802 RLUs and Staking Class C Incentive Units 5,997 58,106 Director Stock Grants Director Stock Grants 495 N/A Total equity-based compensation expense $ 86,456 $ 193,295 The Company recognized equity-based compensation expense of $ 86.5 million, $ 10.2 million and $ 7.8 million fo r the years ended December 31, 2021, 2020 and 2019 , respectively. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 15. Loss Per Share Basic loss per share is computed by dividing net loss attributable to Ryan Specialty Group Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted loss 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 EPS calculation. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of potentially issuable shares would be antidilutive. Prior to the IPO, the Ryan Specialty Group, LLC equity structure included Preferred units, Class A common units, and Class B common units. The Company considered the calculation of earnings per unit for periods prior to the IPO using and determined that it would not be meaningful to the users of these consolidated financial statements. Therefore, loss per share information has not been presented for the year ended December 31, 2020. The basic and diluted loss per share period for the year ended December 31, 2021 includes only the period from July 22, 2021 to December 31, 2021, which represents the period wherein the Company had outstanding Class A common stock. A reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per share of Class A common stock is as follows: Year Ended December 31, 2021 Net income $ 56,632 Less: Net income attributable to RSG LLC before the Organizational Transactions 72,937 Less: Net (loss) attributable to non-controlling interests ( 9,241 ) Net (loss) attributable to Ryan Specialty Group Holdings, Inc. $ ( 7,064 ) Numerator: Net (loss) attributable to Class A common shareholders- basic and diluted $ ( 7,064 ) Denominator: Weighted-average shares of Class A common stock outstanding- basic and diluted 105,730,008 Net (loss) per share of Class A common stock- basic and diluted $ ( 0.07 ) The following number of shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive: Year Ended December 31, 2021 Restricted Stock 3,216,435 RSUs 4,037,589 Reload Options 4,592,319 Staking Options 66,667 Restricted Common Units 5,743,520 RLUs 1,543,277 Reload Class C Incentive Units 3,911,490 Staking Class C Incentive Units 2,116,667 Conversion of non-controlling interest LLC Common Units (1) 142,967,621 (1) Weighted average shares outstanding from the date of the IPO to December 31, 2021. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivatives | 16. Derivatives Interest Rate Swap The Company’s long-term debt bears a floating rate of interest and the Company has historically used interest rate derivatives, typically swaps with cancellation options, to reduce exposure to the effects of interest rate fluctuations. All outstanding interest rate swaps were settled during 2020 and the Company has no interest rate swaps outstanding as of December 31, 2021. Redeemable Preferred Units Embedded Derivatives As a part of the Redeemable Preferred Units issued and sold on June 1, 2018 and September 1, 2020 as discussed in Note 13, Redeemable Preferred Units , there were various realization events that required a Mandatory Redemption. If a Mandatory Redemption was required prior to the five year anniversary of the issuance date, the redemption price was subject to a make-whole provision as set forth in the terms of the agreement. The preferred yield make-whole provisions represented embedded derivatives that were accounted for on a combined basis separately from the Redeemable Preferred Units and reported at fair value. As the Company's IPO in July 2021 was a Realization Event that triggered the payment of the make-whole provision to Onex, the embedded derivatives related to the make-whole provision were no longer outstanding as of December 31, 2021. The fair value of derivatives not designated as hedging instruments are as follows: Derivative Liabilities Balance Sheet Location December 31, December 31, Redeemable Preferred Unit embedded derivatives Accounts payable and accrued liabilities $ — $ 30,423 Total derivatives $ — $ 30,423 The gains and losses recognized in earnings for derivatives in Other non-operating income (loss) within the Consolidated Statements of Income are as follows: Year Ended December 31, 2021 2020 2019 Loss on interest rate contracts $ — $ 3,208 $ 5,155 Loss on Redeemable Preferred Unit embedded derivatives 36,914 28,717 — Total derivatives not designated as hedging instruments $ 36,914 $ 31,925 $ 5,155 For the years ended December 31, 2021, 2020 and 2019, the Company recognized an increase in cash flows from derivatives of $ 36.9 million , $ 31.9 million and $ 5.2 million , respectively, from changes in Other current and non-current assets and accrued liabilities within the operating section of the Consolidated Statements of Cash Flows. |
Employee Benefit Plans, Prepaid
Employee Benefit Plans, Prepaid and Long-Term Incentives | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans, Prepaid and Long-Term Incentives | 17. 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 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 recognized expense related to discretionary matching contributions in the amount of $ 14.8 million, $ 10.4 million and $ 8.1 million in the years ended December 31, 2021, 2020 and 2019 , respectively. Starting in 2021, the Company changed the timing of discretionary matching contributions to being made throughout the year as opposed to making the contribution after the end of each year. The Company accrues for employer contributions in Current Accrued compensation within the Consolidated Balance Sheets. Due to the change in timing of the discretionary matching contributions, there were no Company contributions accrued for as of December 31, 2021. As of December 31, 2020, the Company accrued for $ 10.4 million of Company contributions which were paid in the first quarter of 2021. Deferred Compensation Plan The Company offers a non-qualified deferred compensation plan to certain senior employees and members of management. Under this plan, amounts deferred remain assets of the Company and are subject to the claims of the Company’s creditors in the event of insolvency. Amounts deferred are not invested in any funds. However, the liability balance is updated to reflect hypothetical interest, earnings, appreciation, losses and depreciation that would be accrued or realized if the deferred compensation amounts had been invested in the applicable benchmark investments. Changes in value on deferred amounts held are recognized within Compensation and benefits in the Consolidated Statements of Income and Non-current Accrued compensation in the Consolidated Balance Sheets. The Company recognized a liability for employee deferrals, inclusive of changes in the value of deferred amounts held, of $ 4.2 million and $ 1.5 million as of December 31, 2021 and 2020, respectively. Employee Incentives Employee Retention Incentives In connection with the acquisition of businesses and recruiting and retaining key talent, in 2020 the Company began issuing retention incentives with a claw back feature to employees. Retention incentives are recognized as Prepaid incentives - net within the Consolidated Balance Sheets. The expense associated with the earned portion of the prepaid incentives is recorded as Compensation and benefits within the Consolidated Statements of Income over the service period, which is consistent with the term of the arrangements. The aggregate balance of these retention incentives was $ 1.9 million and $ 1.7 million as of December 31, 2021 and 2020, respectively. The compensation expense related to these incentives was $ 0.8 million and $ 0.2 million as of December 31, 2021 and 2020, respectively. The average term of these incentives was 3.9 y ears as of December 31, 2021. Forgivable Notes Historically the Company offered forgivable notes to certain employees as an incentive, whereby the principal amount of forgivable 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 were 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 $ 31.2 million and $ 43.3 million as of December 31, 2021 and 2020, 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 recorded within Compensation and benefits within the Consolidated Statements of Income over the related service periods, which is consistent with the term of the notes. Interest income on the forgivable notes was $ 0.9 million, $ 1.3 million and $ 1.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. Amortization expense net of interest on the forgivable notes was $ 7.2 million, $ 8.6 million and $ 9.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. As of the end of 2020, the Company no longer issues forgivable notes as employee incentives. The Company also historically provided incentives in the form of forgivable notes to certain employees if contractual revenue thresholds were achieved as outlined in employee or other incentive agreements. In 2020, the Company discontinued this retention incentive and settled the remaining obligation. As a result, the Company incurred $ 5.3 million of expense that was recognized in Compensation and benefits in the Consolidated Statements of Income as of December 31, 2020. The weighted-average interest rate on outstanding forgivable notes was 2.4 % and 2.4 % as of December 31, 2021 and 2020, respectively. The estimated future expense as of December 31, 2021, relating to prepaid incentives currently in force is as follows: Forgivable Notes Retention Incentives Total Prepaid Incentives 2022 $ 6,980 $ 771 $ 7,751 2023 6,560 588 7,148 2024 5,584 221 5,805 2025 4,574 209 4,783 2026 2,921 125 3,046 Thereafter 4,567 8 4,575 Total $ 31,186 $ 1,922 $ 33,108 Long-Term Incentive Compensation Agreements 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. The 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. The Company recognized compensation expense of $ 1.8 million, $ 1.8 million and $ 0.9 million related to these awards for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021 , $ 5.2 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 , $ 4.6 million and $ 3.9 million related to such agreements was included in Current Accrued compensation and Non-current Accrued compensation, respectively, in the Consolidated Balance Sheets. The aggregate amount of maximum obligation payable was $ 6.9 million as of December 31, 2021. 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. The LTIP awards vest based on the achievement of various service conditions and are cash-settled. Subsequent to the acquisition, cash settlements will be made by the Company. The $ 328.0 million total value related to sales bonuses and LTIP awards at the acquisition date was $ 24.3 million and $ 303.7 million, respectively. The portion allocated to the pre-combination service period and accounted for as consideration transferred was $ 257.6 million inclusive of sales 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 accruing under these plans are required to be paid within twelve months of the termination date subject to participants meeting service conditions. Of the expense related to post-combination services after forfeitures of $ 2.2 million, the Company recognized $ 36.6 million and $ 11.3 million related to these awards for the years ended December 31, 2021 and 2020 , respectively, with the remaining expense of $ 20.4 million to be recognized in 2022. The expense is recognized in Compensation and benefits in the Consolidated Statements of Income. The Company made cash payments of $ 99.7 million and $ 114.7 million for the years ended December 31, 2021 and 2020 , respectively, with the remaining balance of $ 111.4 million to be paid in 2022. The ARL LTIP accrual was $ 91.0 million and $ 154.2 million as of December 31, 2021 and 2020 , respectively. The current year liability for these awards is recognized in Current Accrued compensation in the Consolidated Balance Sheets. The prior year liability was recognized in both Current Accrued compensation and Non-current Accrued compensation in the Consolidated Balance Sheets. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2021 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 18. Variable Interest Entities Ryan Specialty Group Holdings Inc. is a holding company and the sole managing member of RSG LLC. The Company's principal asset is a controlling equity interest in RSG LLC. The Company considers itself the primary beneficiary for RSG LLC as the Company has both the power to direct the activities that most significantly impact the entity’s economic performance and is expected to receive benefits that are significant to the Company. As the primary beneficiary of RSG LLC, the Company consolidates the results and operations of RSG LLC for financial reporting purposes under the variable interest consolidation model guidance in ASC 810 Consolidations . The Company's relationship with RSG LLC results in no recourse to the general credit of the Company. Further, the Company has no contractual requirement to provide financial support to RSG LLC. The Company shares in the income and losses of RSG LLC in direct proportion to the Company's ownership percentage. The Company’s financial position, financial performance and cash flows effectively represent those of RSG LLC as of and for the year ended December 31, 2021, with the exception of the entire balance of the Tax receivable agreement liabilities of $ 272.1 million and $ 382.8 million of Deferred tax assets on the Consolidated Balance Sheets, which are attributable solely to the Company. Through the acquisition of Keystone, the Company has an ownership interest in two entities that hold segregated account protected cell captives. These entities are structured with protected cell captives for each insured (“Captive Cells”) and the core regulated companies (“Core Companies”). The Core Companies are owned and operated by the Company, and are not exposed to the insurance and investment risks that the Captive Cells are designed to create and distribute on behalf of the insureds. While these Captive Cells exist within a single legal entity, legally the activities and assets are segregated into distinct pools from which each respective Captive Cell’s liabilities can be funded. This allows clients to insure their risks in a cost-effective manager to allow insureds to participate and capture any underwriting profit and investment income which would then be available for use by the insureds, typically to reduce future costs of insurance coverage. The equity holders of the Captive Cells are individual third parties that are not affiliated with the Company. The assets of the Captive Cells are restricted to settling the liabilities of the Captive Cells, and the Core Companies have no obligation to use their assets to settle the obligations of the Captive Cells. The Company has a variable interest in the Core Companies due to the ownership interest, however, as the Core Companies are not exposed to the variability of the Captive Cells, only the activity of the regulated Core Companies are recorded in our consolidated financial statements, including cash and any expenses incurred to operate the Captive Cells. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 19. 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; Level 2. Inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and 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. The carrying amount of financial assets and liabilities reported in the Consolidated Balance Sheets for cash and cash equivalents, commissions and fees receivable—net, other current assets, accounts payable, and other accrued liabilities at December 31, 2021 and 2020, approximate fair value because of the short-term duration of these instruments. Derivative Instruments In prior periods, the fair value of the combined embedded derivatives on the Redeemable 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 is a Level 3 fair value measurement. In determining the fair value, the Company historically estimated the likelihood of a Realization Event based on discussions with management, then estimated the present value of any remaining dividends using a 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 resulted 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, the fair value of the make-whole provisions as of December 31, 2021 was $ 0 . The fair value of the make-whole provisions was $ 30.4 million as of December 31, 2020. The liability associated with the make-whole provisions were included in Accounts payable and accrued liabilities in the Consolidated Balance Sheets and changes in the liability were included in Other non-operating (loss) income in the Statement of Income. Contingent Consideration Any contingent consideration arising upon a business combination is initially recorded as a component of the total consideration of that business combination at fair value with an offsetting liability in the opening balance sheet under Other Non-current liabilities in the Consolidated Balance Sheets. 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 businesses 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, depending on the underlying agreements, which are then run through a series of simulations. The risk-free rates, expected volatility, and credit spread used in the models range from 0.06 % to 0.85 %, 15 % to 35 %, and 2.30 % to 3.20 % 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 5.2 % to 12.8 % for the acquisitions. Each period, the 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 in the Statements of Income when incurred. 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. See Note 4, Merger and Acquisition Activity , for further information on contingent consideration. Units Subject to Mandatory Redemption Units subject to mandatory redemption were initially recorded at fair value on the acquisition date using an implicit rate of 9.8%, which is a Level 3 measurement. The Company recognizes accretion of the discount using the implicit rate each reporting period within Interest expense in the Consolidated Statements of Income. Refer to Note 11, Debt . Liabilities Measured at Fair Value on a Recurring Basis The following fair value hierarchy table presents information about the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Liabilities: Debt (1) $ 1,631,412 $ — $ — $ 1,648,997 $ — $ — Contingent purchase consideration — — 42,053 — — 22,096 Make-whole provision on Redeemable Preferred Units — — — — — 30,423 Total liabilities measured at fair value $ 1,631,412 $ — $ 42,053 $ 1,648,997 $ — $ 52,519 (1) See Note 11, Debt. There were no assets or liabilities that were transferred between fair value hierarchy levels during the years ended December 31, 2021 and 2020. The following is a reconciliation of the beginning and ending balances for the Level 3 liabilities measured at fair value: December 31, 2021 December 31, 2020 Make-Whole Contingent purchase Total Make-Whole Contingent purchase Total Balance at beginning of year $ 30,423 $ 22,096 $ 52,519 $ 891 $ 24,916 $ 25,807 Newly established liability due to acquisition — 22,011 22,011 — — — Total gains/losses included in earnings 36,914 3,639 40,553 29,532 ( 1,548 ) 27,984 Settlements ( 67,337 ) ( 5,693 ) ( 73,030 ) — ( 1,272 ) ( 1,272 ) Balance at end of year $ — $ 42,053 $ 42,053 $ 30,423 $ 22,096 $ 52,519 During the years ended December 31, 2021 and 2020 , other than the newly established contingent consideration liability due to the Keystone acquisition there were no purchases, issues, sales or transfers related to fair value measurements. Additionally, no unrealized gains or losses were recorded in the Consolidated Statements of Comprehensive Income for liabilities held during the period. Of the total $ 5.7 million settlement of contingent consideration in the year ended December 31, 2021 , $ 4.5 million is presented in the financing section and $ 1.2 million is presented in the operating section of the Consolidated Statements of Cash Flows. The $ 1.3 million settlement of contingent consideration in the year ended December 31, 2020 is presented in the operating section of the Consolidated Statements of Cash Flows. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. Commitments and Contingencies Legal – E&O and Other Considerations As an excess and surplus lines and admitted markets broker, the Company has potential E&O risk if an insurance carrier with which the Company placed coverage denies coverage for a claim or pays less than the insured believes is the full amount owed. As a result, the 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. The Company purchases insurance to provide protection from E&O liabilities that may arise during the ordinary course of business. Since June 1, 2019, Ryan Specialty’s E&O insurance provides aggregate coverage for E&O losses up to $ 100.0 million in excess of a $ 2.5 million retention amount per claim. The Company has historically maintained self-insurance reserves for the Company’s retention portion of the E&O exposure that is not insured. The 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. The reserve for these and other non-E&O claims and business accommodations in the Consolidated Balance Sheets is above the lower end of the most recently determined range. Reserves of $ 2.7 million and $ 1.5 million were held for outstanding matters as of December 31, 2021 and 2020 , respectively. The Company recognized $ 3.0 million, $ 2.7 million and $ 2.0 million in E&O expense for the years ended December 31, 2021, 2020 and 2019 , respectively. 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. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | 21. Related Parties The Company has entered into various transactions and agreements with RSG LLC, its subsidiaries, certain other affiliates and related parties (collectively, “Related Parties”). Ryan Specialty Group Risk The Company 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 of London syndicates. The Company is reimbursed for these administrative services. Reimbursements for services provided in the years ended December 31, 2021, 2020 and 2019 were immaterial. The Company does not have a variable interest in this entity. Ryan Specialty Group Risk Innovators On June 28, 2018, the Company entered into a services agreement with Ryan Specialty Group Risk Innovators, LLC (“RSGRI”), a subsidiary of RSGR. It was established to incubate new opportunities providing insurance and reinsurance services to brokers and carriers. According to the terms of the agreement, the Company provides both administrative services to, and disburses payments for costs directly incurred by, RSGRI. These direct costs include compensation expenses incurred by employees of RSGRI. The Company earns a markup on administrative services performed for and on behalf of RSGRI but not on payments related to business employees. There was not any business activity in this entity for the years ended December 31, 2021 or 2020, with the exception of the JEM acquisition by the Company as noted below. The Company 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, the Company acquired JEM from RSGRI. Total consideration transferred was $ 4.0 million, net of cash acquired. 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 investor is an LLC Unitholder and a director of the Company, and another is both an LLC Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a direct investment in or variable interest in this entity. On June 13, 2019, the Company acquired a controlling interest of 47 % of the common units in Ryan Re from GRH with a $ 1 par value for $ 4.70 and was appointed the Managing Member of Ryan Re. GRH retained a 53 % interest in this entity. As Ryan Re is under common control with the Company, the Company 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 Ryan Specialty. The Company subsequently acquired the remaining 53 % of the common units in Ryan Re from GRH and the two affiliated investors with a $ 1 par value for total consideration of $ 48.4 million. As a result of the transaction, the Company derecognized the non-controlling 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. The valuation of the outstanding interest in Ryan Re was determined by an unrelated third party. Upon the Company acquiring the remaining 53 % of common units, Ryan Re became a wholly owned subsidiary of the Company. The Company will continue to include the financial results of Ryan Re in the Company’s consolidated financial statements but will no longer present a non-controlling interest related to Ryan Re on the Consolidated Balance Sheets after the first quarter of 2021. Ryan Investment Holdings Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds of Ryan Specialty and GRH for investment in Geneva Re Partners, LLC (“GRP”). The Company holds a 47 % interest in RIH and GRH holds a 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, 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. RIH has committed to contribute additional capital to GRP over the next five years. Patrick G. Ryan, through a trust of which he is the beneficiary and co-trustee, has committed to personally fund any such additional capital contributions. Any such additional capital contributions under this commitment will not affect the relative ownership of RIH’s common equity. 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. 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 % 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, 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, the Company 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 was obligated to reimburse the Company for any transaction expenses incurred by the Company in connection with the formation of Geneva Re. The Company had $ 0 and $ 0.4 million due from Geneva Re under this agreement as of December 31, 2021 and 2020, respectively. On January 1, 2021 the Company entered into a service agreement with Geneva Re to provide both administrative services to, as well disburse payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by employees of Geneva Re. The Company had $ 0.5 million due from Geneva Re under this agreement as of December 31, 2021. At the formation of RIH, Patrick G. Ryan and Diane M. Aigotti, former Executive Vice President and CFO of the Company, were designated to represent Ryan Specialty’s interest on the board of GRP. In connection with the retirement of Diane M. Aigotti in the first quarter of 2021, Jeremiah R. Bickham, current Executive Vice President and CFO of the Company, 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. 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 $ 1.7 million, $ 2.0 million and a de minimis amount for the years ended December 31, 2021, 2020 and 2019 , respectively. Receivables due from Geneva Re under this agreement, net of applicable constraints, were $ 4.2 million and $ 3.0 million as of December 31, 2021 and 2020, 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 an expense related to business usage of the aircraft of $ 0.7 million, $ 0.7 million and $ 0.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Personal Guarantee In April 2021, Mr. Ryan personally guaranteed up to $ 10.0 million of the financial obligations of the Company under an agency agreement with certain insurance companies that 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 approval of the insurance companies. Mr. Ryan will not personally guarantee any further additional financial obligations of the Company or any of its subsidiaries. Consulting Arrangement with a Director We have contracted with Michael O’Halleran, a director of the Company, to provide consulting services. Mr. O’Halleran received total cash compensation of $ 0.2 million, $ 0.2 million and $ 0.1 million for work performed during the years ended December 31, 2021, 2020 and 2019, respectively. Mr. O’Halleran’s compensation under the consulting agreement is based on external market practice of similar positions for consultants or employees who are not members of the Board of Directors. Employment of an Immediate Family Member of a Director Michael O’Halleran’s son is an employee of the Company. He has been an employee of the Company since August 11, 2014. His total annual compensation was $ 0.3 million, $ 0.3 million and $ 0.3 million for the years ended December 31, 2021, 2020 and 2019 , respectively, including $ 0.1 million, $ 0.2 million, and $ 0.1 million of production bonuses, respectively. He also received benefits generally available to all employees. His compensation was determined in accordance with our standard employment and compensation practices. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 22. Income Taxes The Company is taxed 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 RSG LLC. RSG LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the Company. RSG 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. corporate subsidiaries. For the periods presented prior to the Organizational Transactions and IPO, the reported income taxes represent those of RSG LLC. The components of income before income taxes are follows: Year Ended December 31, 2021 2020 2019 United States $ 39,673 $ 66,087 $ 55,078 Foreign 21,891 13,378 12,905 Income before income taxes $ 61,564 $ 79,465 $ 67,983 The components of income tax expense are as follows: Year Ended December 31, 2021 2020 2019 Current income tax expense Federal $ 187 $ 2,257 $ 497 State 856 3,600 2,646 Foreign 5,042 2,920 2,583 Current income tax expense $ 6,085 $ 8,777 $ 5,726 Deferred income tax expense (benefit) Federal ( 2,087 ) ( 269 ) ( 255 ) State 411 - - Foreign 523 444 ( 545 ) Deferred income tax expense (benefit) $ ( 1,153 ) $ 175 $ ( 800 ) Income tax expense $ 4,932 $ 8,952 $ 4,926 Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense and the U.S. statutory income tax rate to our effective tax rates are as follows: Year Ended December 31, 2021 2020 2019 Income taxes at U.S. federal statutory rate $ 12,928 21.0 % $ 16,688 21.0 % $ 14,276 21.0 % Income attributable to non-controlling interest and nontaxable income ( 10,166 ) ( 16.5 )% ( 13,861 ) ( 17.4 )% ( 11,546 ) ( 17.0 )% Nondeductible expenses 415 0.7 % - 0.0 % - 0.0 % State and local taxes, net of federal benefit 600 1.0 % 3,600 4.5 % 2,646 3.9 % Foreign rate differential 337 0.5 % - 0.0 % - 0.0 % Change in state rate 775 1.3 % - 0.0 % - 0.0 % Liquidation of C-Corporation subsidiary - 0.0 % 2,309 2.9 % - 0.0 % Other 43 0.1 % 216 0.3 % ( 450 ) ( 0.7 )% Income tax expense $ 4,932 8.1 % $ 8,952 11.3 % $ 4,926 7.2 % The effective tax rates are significantly different from the 21 % U.S. federal statutory tax rate primarily because the Company was taxed as an LLC pre-IPO and is not liable for income taxes on the portion of earnings that is attributable to the non-controlling interest in the post-IPO period. Uncertain Tax Positions The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits as of December 31, 2021, that if recognized, would affect the annual effective tax rate. The Company will file its first tax returns for the tax year ended December 31, 2021 in 2022, which is the first tax year subject to examination by taxing authorities for U.S. federal and state income tax purposes. The 2018 through 2020 tax years are considered open for purposes of federal examination under the statutes of limitations for RSG LLC, which continues to file an annual U.S. Return of Partnership Income, and our C-Corporation subsidiaries. There are no on-going U.S. federal, state, or foreign tax audits or examinations as of the date of issuance of this Form 10-K. Deferred Taxes The components of deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 919 $ 297 Fixed Assets - 1 Investment in RSG LLC 374,336 - Start-up costs 7,608 - Tax credits 155 - Total deferred tax assets 383,018 298 Valuation allowances ( 294 ) ( 297 ) Deferred tax assets, net of valuation allowance 382,724 1 Deferred tax liabilities: Intangibles ( 12 ) ( 168 ) Fixed assets ( 173 ) - Other accrued items ( 417 ) ( 410 ) Deferred tax liabilities $ ( 602 ) $ ( 578 ) Net Deferred tax asset (liability) $ 382,122 $ ( 577 ) As a result of the Organizational Transactions and the IPO, the Company acquired an interest in RSG LLC and has recognized a deferred tax asset for the difference between the financial reporting and tax basis of its investment in RSG LLC and for start-up costs incurred. As of December 31, 2021 , 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 RSG LLC, start-up costs, tax credits and U.S. net operating losses are more likely than not to be realized. As such, no valuation allowance has been recognized against those deferred tax assets. The Company has recorded a full valuation allowance against U.K. net operating losses in the amount of $ 0.3 million. The valuation allowance will be maintained until there is sufficient evidence to support the reversal of all or some portion of this allowance. Tax Receivable Agreement (TRA) In connection with the Organizational Transactions and IPO, the Company entered into a TRA with certain pre-IPO LLC Unitholders. The TRA provides for the payment by the Company to certain pre-IPO 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 RSG LLC resulting from purchases or exchanges of LLC Units (“Exchange Tax Attributes”), (ii) certain tax attributes of RSG LLC that existed prior to the IPO or to which the Company succeed as a result of certain aspects of the Organizational Transactions (“Pre-IPO M&A Tax Attributes”), (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitles (if any), and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable to payments that the Company is makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability on the consolidated balance sheet 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 $ 272.1 million related to these benefits on the Consolidated Balance Sheets as of December 31, 2021 in a non-cash transaction. 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 July 22, 2021 $ 144,598 $ 83,555 $ 54,317 $ 282,470 Remeasurement - initial establishment of TRA liability ( 7,622 ) - ( 2,206 ) ( 9,828 ) Remeasurement - change in state rate ( 272 ) ( 166 ) ( 104 ) ( 542 ) Balance at December 31, 2021 $ 136,704 $ 83,389 $ 52,007 $ 272,100 During the year ended December 31, 2021, the TRA liabilities increased $ 272.6 million as a result the Organizational Transactions and the IPO which resulted in an increase to Additional paid-in capital on the Consolidated Statements of Mezzanine Equity and Stockholders’/Members’ Equity. During the year ended December 31, 2021, the Company remeasured the TRA liabilities due to changes in state tax rates resulting in a $ 0.5 million benefit as the Company decreased its estimated cash tax savings rate from 25.17 % to 25.12 %. The change was recognized in Other non-operating income (loss) on the Consolidated Statements of Income. Members' Tax Distributions The Company declared Members' Tax Distributions of $ 34.9 million, inclusive of $ 11.2 million in the post-IPO period, $ 63.4 million, and $ 33.1 million as of December 31, 2021, 2020, and 2019, respectively. Members' Tax Distributions for quarterly estimates are generally paid throughout the year they relate to, and a final payment is made in the first half of the subsequent year. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 23. Supplemental Cash Flow information The following represents the supplemental cash flow information of the Company for the years ended December 31, 2021, 2020, and 2019. Year Ended December 31, 2021 2020 2019 Supplemental cash flow information: Cash paid for: Interest and financing costs $ 79,357 $ 41,034 $ 32,659 Income taxes 6,762 7,564 4,828 Non-cash investing and financing activities Members' Tax Distributions declared but unpaid 11,155 23,350 9,941 Tax Receivable Agreement liabilities (1) 272,100 - - Contingent consideration liabilities from business combinations 22,011 - 4,200 Class A common stock issued in connection with the redemption of LLC Units (1) 53 - - Class B common stock issued (1) 149 - - Class X common stock issued in connection with the redemption of LLC Units (1) 1 - - Cancellation of Class X common stock in exchange for TRA liabilities (1) ( 1 ) - - Related party asset acquisition - ( 6,077 ) ( 3,316 ) Acquisition of preferred units subject to mandatory redemption - - 3,316 Forgiveness of related party receivable - 6,077 - Repayment of Founders’ subordinated notes - ( 74,990 ) - Preferred equity issued in exchange for Founders’ subordinated promissory notes - 74,270 - Common equity issued in exchange for Founders’ subordinated promissory notes - 7,661 - Loss on extinguishment of Founders’ subordinated promissory notes - ( 6,941 ) - Common equity issued as consideration for business combination - 102,000 - Unpaid preferred dividends - 9,531 - Accretion of premium on mezzanine equity - 1,618 1,948 Accumulated deficit due to accretion of premium on mezzanine equity - ( 1,618 ) ( 1,948 ) (1) Refer to Note 1, Basis of Presentation |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 24. Subsequent Events The Company has evaluated subsequent events through March 16, 2022 and has concluded that no events have occurred that require disclosure other than the events listed below. On February 3, 2022, RSG LLC issued $ 400.0 million of senior secured notes. The notes have a 4.375 % interest rate and will mature on February 1, 2030 . |
Summary of Select Significant_2
Summary of Select Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature Of Operations | Nature of Operations Ryan Specialty Group Holdings, Inc. and its subsidiaries (the “Company” or "Ryan Specialty") provides specialty products 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 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 Europe. |
IPO And Reorganization | IPO and Reorganization The Company was formed as a Delaware corporation on March 5, 2021, for the purpose of completing a public offering and related transactions in order to carry on the business of RSG 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 used the proceeds to purchase LLC Common Units from our pre-IPO LLC Unitholders, purchase newly issued LLC Common Units from RSG LLC, acquire the outstanding 260,000,000 Redeemable Preferred Units held by Onex and repurchase shares of Class A common stock from 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”. In connection with the IPO, the Company completed the following Organizational Transactions which are presented in the “Effect of the Organizational Transactions” in the Consolidated Statements of Mezzanine Equity and Stockholders'/ Members' Equity: • RSG LLC adopted the Sixth Amended and Restated Limited Liability Company Agreement (the “Sixth LLC Operating Agreement”) to, among other things, appoint the Company as the sole managing member of RSG LLC. • We amended and restated the certificate of incorporation of the Company to, among other things, provide for Class A common stock, Class B common stock and Class X common stock. • All Class A common units of RSG LLC, including existing units with a participation threshold, were reclassified into an aggregate of 213,693,861 LLC Common Units, and all Class B common units of RSG LLC were reclassified into an aggregate of 20,680,420 LLC Common Units. Upon the completion of this reclassification, subject to certain limited exceptions, all existing holders of LLC Common Units (i) were required to sell 15.0 % of their vested interest (inclusive of vested equity grants and purchased equity) in RSG LLC (the “Mandatory Participation”) 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) 100.0 % of their remaining purchased interest, in each case, on a pro rata basis (the “Optional Participation”, and, together with the Mandatory Participation, the “Participation”). • The Company engaged in a series of transactions with the entity (the “Common Blocker Entity”) through which Onex held its Class B common unit interest in RSG LLC (collectively, the “Common Blocker Merger”) that resulted in Onex exchanging its equity interests in the Common Blocker Entity for 20,680,420 shares of Class A common stock and a right to participate in the TRA through the issuance, subsequent repurchase and cancellation of 640,784 shares of Class X common stock, each in a non-cash transaction. • Through a series of internal transactions and after giving effect to the Participation, certain pre-IPO LLC Unitholders, excluding Onex, had their purchased and granted LLC Common Units exchanged into an aggregate of 31,992,135 shares, respectively, of Class A common stock on a one-for-one basis in a non-cash transaction and received TRA alternative payments (“TRA Alternative Payments”). The TRA Alternative Payment amounts were intended to approximate what such LLC Unitholders would have received had their exchange been taxable and provided the Company with additional tax attributes, although these exchanges will not relate to actual tax benefits obtained or to be obtained by the Company. • The Company repurchased 8,224,708 shares of Class A common stock from Onex that were reissued as part of the IPO. • The Company purchased the LLC Common Units subject to the Participation for $ 799.3 million, inclusive of $ 72.9 million related to TRA Alternative Payments. Of the total TRA Alternative Payments, $ 37.6 million was attributed to the modification of equity grants discussed below in the exchange of LLC Common Units from pre-IPO LLC Unitholders for Class A common stock. The remaining $ 35.3 million was treated as a return of capital associated with purchased LLC Common Units. • Granted incentive LLC Common Units held by certain pre-IPO LLC Unitholders were exchanged for (i) an aggregate of 11,426,502 restricted shares of Class A common stock (“Restricted Stock”) of which 1,349,640 were granted to former employees, (ii) an aggregate of 4,592,319 options to purchase shares of Class A common stock with an exercise price equal to the IPO price of $ 23.50 (“Reload Options”), (iii) an aggregate of 27,493,192 restricted LLC Common Units (“Restricted Common Units”) and (iv) an aggregate of 3,911,490 Class C Incentive Units with a participation threshold equal to the IPO price of $ 23.50 (“Reload Class C Incentive Units”), collectively, the “Replacement Awards”. This exchange was considered a modification of the pre-IPO equity awards at 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 with different vesting schedules than the exchanged awards. This modification resulted in the remeasurement of the incentive grants in accordance with ASC 718 , Compensation- Stock Compensation (“ASC 718”) . The TRA Alternative Payments of $ 37.6 million attributed to employees who exchanged their granted units into Restricted Stock were treated as a cash settlement of a portion of the existing awards, and therefore, were included in the post-IPO value for determining the incremental expense in the modification. The equity impact of the modification, including cash settlement, was ($ 18.6 ) million and $ 12.3 million to Additional paid-in capital and Non-controlling interests, respectively. The remaining unamortized fair value of the awards will be recognized as equity-based compensation allocated on a relative fair value basis over the remaining service periods. • The Company issued an aggregate of 8,066,349 equity awards, including (i) an aggregate of 66,667 staking options to purchase Class A common stock with an exercise price equal to the IPO price of $ 23.50 (“Staking Options”), (ii) an aggregate of 4,339,738 restricted stock units of the Company which vest into shares of Class A common stock (“Restricted Stock Units” or “RSU”), (iii) an aggregate of 2,116,667 staking Class C Incentive Units with a participation threshold equal to the IPO price of $ 23.50 (“Staking Class C Incentive Units”), and (iv) an aggregate of 1,543,277 restricted LLC units (“Restricted LLC Units” or “RLU”) which vest into LLC Common Units, in each case, issued to certain employees in connection with the IPO as IPO awards and are subject to vesting. • The Company issued 149,162,107 shares of Class B common stock to the LLC Unitholders, on a one-to-one basis with the number of LLC Common Units each LLC Unitholder owned upon the consummation of the Organizational Transactions (after the Participation), for nominal consideration of $ 0.1 million in a non-cash transaction. Shares of Class B common stock were not issued to the LLC Unitholders with respect to the Class C Incentive Units. • The Company acquired the entity (the “Preferred Blocker Entity”) through which Onex held its preferred unit interest of 260,000,000 Redeemable Preferred Units in RSG LLC for $ 343.2 million, net of cash acquired. • The Company entered into a TRA with certain pre-IPO LLC Unitholders whereby the Company agreed to pay to such LLC Unitholders 85 % of the benefits that the Company realizes (or is deemed to realize in certain circumstances) from (i) certain increases in the tax basis of the assets of RSG LLC resulting from purchases or exchanges of LLC Units, (ii) certain tax attributed of RSG LLC that existed prior to the IPO or to which the Company succeed as a result of certain aspects of the Organizational Transactions, (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitles (if any), and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to payments that the Company makes under the TRA. In addition, with respect to the holders of LLC Common Units who either sold 100 % of their LLC Common Units in connection with the IPO or had their LLC Common 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 received a TRA Alternative Payment of $ 72.9 million. • The Company recorded a $ 329.0 million deferred tax asset which is comprised of $ 234.0 million related to benefits from future deductions attributable to the TRA and $ 95.0 million related to benefits from future deductions attributable to TRA Alternative Payments and purchase of LLC Units from certain holders that received TRA Alternative Payments. • The Company recorded Tax receivable agreement liabilities in the Consolidated Balance Sheets for the amount of $ 282.5 million associated with the payments to be made to pre-IPO LLC Unitholders subject to the TRA in a non-cash transaction. • Additionally, the Company has recorded a $ 61.1 million deferred tax asset related to temporary differences in the book basis as compared to the tax basis of its investment in RSG LLC. New RSG Holdings 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 Group Holdings, Inc., and Ryan Specialty Group, LLC. The Company is the sole managing member of New RSG Holdings. Pursuant to contribution agreements, on September 30, 2021, the Company, the non-controlling interest LLC Unitholders, and New RSG Holdings exchanged equity interests in Ryan Specialty Group, LLC for LLC Common Units in New RSG Holdings, with the intent that New RSG Holdings be the new holding company for Ryan Specialty Group, LLC interests. At that time Ryan Specialty Group, LLC adopted the LLC Operating Agreement and New RSG Holdings adopted the New RSG Holdings LLC Operating Agreement. As a result, the Company is a holding company, with its sole material asset being a controlling equity interest in New RSG Holdings, which became a holding company with its sole material asset being a controlling equity interest in Ryan Specialty Group, LLC. The Company operates and controls the business and affairs, and consolidates the financial results, of Ryan Specialty Group, LLC through New RSG Holdings, and through Ryan Specialty Group, LLC, conducts our business. Accordingly, the Company consolidates the financial results of New RSG Holdings, and therefore Ryan Specialty Group, LLC, and reports the non-controlling interests of New RSG Holdings' LLC Common Units on its consolidated financial statements. As of December 31, 2021, the Company owned 42.4 % of the outstanding LLC Common Units of New RSG Holdings, and New RSG Holdings owne d 99.9 % of the outstanding LLC Common Units of Ryan Specialty Group, LLC. The remaining 0.1 % of the outstanding LLC Common Units of Ryan Specialty Group, LLC were owned by a subsidiary of the Company. As Ryan Specialty Group, LLC is substantively the same as New RSG Holdings, for the purpose of this document, we will refer to both New RSG Holdings and Ryan Specialty Group, LLC as “RSG LLC”. |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements and notes thereto have been prepared in accordance with U.S. GAAP. The audited consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. Intercompany accounts and transactions have been eliminated. In the opinion of management, the consolidated 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 | Principles of Consolidation The consolidated 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. The Company, through our intermediate holding company New RSG Holdings, owns a minority economic interest in, and operates and controls the businesses and affairs of, RSG LLC. The Company has the obligation to absorb losses of, and receive benefits from, RSG LLC, that could be significant. We determined that, as a result of the Organizational Transactions described above, the Company is the primary beneficiary of RSG LLC and RSG LLC is a VIE. Further, the Company has no contractual requirement to provide financial support to RSG LLC. Accordingly, the Company has prepared these consolidated financial statements in accordance with Accounting 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 results of operations of the VIE should be included in the consolidated financial statements of such entity. The Organizational Transactions were considered to be transactions between entities under common control. The historical operations of RSG LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of RSG LLC prior to the IPO and Organizational Transactions; (ii) the consolidated results of the Company and RSG LLC following the IPO and Organizational Transactions; and (iii) the assets and liabilities of the Company and RSG LLC at their historical cost. No step-up basis of intangible assets or goodwill was recorded. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements and notes thereto requires management to make estimates, judgements, and assumptions that affect the amounts reported in the consolidated financial statements and in the notes 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. |
Impact of COVID-19 | 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 continues to be unclear. There is still significant uncertainty related to the economic outcomes from the ongoing COVID-19 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. |
Segment Reporting | Segment Reporting In accordance with ASC 280, Segment Reporting , Ryan Specialty's operations are reported as a single operating segment. The Company’s chief operating decision-maker, its Chief Executive Officer, reviews its consolidated operating results for the purpose of evaluating financial performance and allocating resources. |
Revenue Recognition | Revenue Recognition The Company generates revenues primarily through commissions and fees from customers, as well as compensation from insurance and reinsurance companies for services provided to them. The Company incurs both costs to fulfill a contract, principally in pre-placement activities, and costs to obtain a contract, principally through certain sales commissions paid to employees. For situations in which the renewal period is one year or less and renewal costs are commensurate with the initial contract, the Company applies a practical expedient and recognizes the costs of obtaining a contract as an expense when incurred. Net Commissions and Fees Net commissions and fees revenue is primarily based on a percentage of premiums or fees received for an agreed-upon level of service. The Company’s customers for this revenue stream are agents of the insured. The net commissions and fees are recognized at a point in time when an insurance policy is bound and issued, which occurs on the later of the policy effective date of the associated policies, or the date the Company receives a request to bind coverage from the customer. Most insurance premiums are subject to cancellations; therefore commission revenue is considered to be variable consideration at the contract effective date and is recognized net of a constraint for estimated policy cancellations, based upon the Company's historical cancellations. Any endorsement made to a contract is treated as a new contract, with revenue recognized on the later of the endorsement effective date or the date the Company receives a request to bind coverage from the customer. Supplemental and Contingent Commissions Supplemental and contingent commissions are additional revenues paid to the Company based on the volume and/or underwriting profitability on the eligible insurance contracts placed. The Company’s performance obligation is satisfied and revenue is recognized over time using the output method as the Company places eligible or profitable policies. For this revenue stream, the Company defines the customer as the carrier, as the carrier is the entity that will ultimately pay the Company additional revenues once certain volume and profitability targets are achieved by the carrier. Because of the limited visibility into the satisfaction of performance indicators outlined in the contracts, the Company constrains such revenues until the time that the carrier provides explicit confirmation of amounts owed to the Company to avoid a significant reversal of revenue in a future period. The uncertainty regarding the ultimate transaction price for contingent commissions is principally the profitability of the underlying insurance policies placed as determined by the development of loss ratios maintained by the carriers. The uncertainty is resolved over the contractual term as actual results are achieved. Loss Mitigation Fees Loss mitigation fees, or mergers and acquisitions (“M&A”) fees, consist of a review of due diligence and other relevant information in underwriting a risk. The Company defines the customer of this revenue stream as the agent of the insured. The performance obligation is the production of an Expense Agreement (“EA”) or Letter of Intent (“LOI”). As the M&A fees are not dependent on the outcome of the risk being insured, the Company recognizes these fees at the point of time when control transfers to the customer, occurring on the effective date of an executed EA or LOI. Disaggregation of Revenue The following is a description of the revenue generating activity from the Company’s specialty distribution operating segment, Ryan Specialty: Wholesale Brokerage revenue primarily includes insurance commissions and fees for services rendered to retail agents and brokers, as well as supplemental and contingent commissions from carriers. Ryan Specialty’s Wholesale Brokerage distributes a wide range and diversified mix of specialty property, casualty, professional lines and workers’ compensation insurance products from insurance carriers to retail brokerage firms. Binding Authority revenue primarily includes insurance commissions for services rendered as well as supplemental and contingent commissions from carriers. The Company’s binding authorities receive underwriting authority from a variety of carriers for both admitted and non-admitted business for small to mid-size risks. Wholesale binding authorities generally have authority to bind coverage on behalf of an insurance carrier for a specific type of risk, subject to agreed-upon guidelines and limits. Wholesale binding authorities receive submissions for insurance directly from retail brokers, evaluate price, make underwriting decisions regarding these submissions, and bind and issue policies on behalf of insurance carriers. Wholesale binding authorities are typically created to handle large volumes of small-premium policies across commercial and personal lines product lines within strictly defined underwriting criteria. Binding authorities allow the insured to access additional capital and the carrier to efficiently aggregate its distribution. Underwriting Management primarily includes insurance commissions for services rendered, including contingent commissions for placing profitable business with carrier partners and loss mitigation fees. Underwriting Management offers insurance carriers cost-effective specialty market expertise in distinct and complex market niches underserved in today’s marketplace through MGUs, which act on behalf of insurance carriers that have given the Company the authority to underwrite and bind coverage for specific risks, and programs that offer commercial and personal insurance for specific product lines or industry classes. Contract Balances Contract assets, which arise from the Company’s volume-based commissions, are included within Commissions and fees receivable – net in the Consolidated Balance Sheets. These assets relate to the unbilled amounts of services for which the Company recognizes revenue over time. The Company can receive cash payments from customers in advance of the Company’s performance obligation being satisfied, which represents a contract liability. Contract liabilities are recognized as revenue when the performance obligations are satisfied. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in demand deposits accounts and short-term investments, consisting principally of money market demand accounts, having original maturities of 90 days or less. |
Accounts Receivable [Policy Text Block] | Commissions and Fees Receivable The Company earns commissions and fees through its Wholesale Brokerage, Binding Authority and Underwriting Management Specialties. The Company records a receivable once a performance obligation is satisfied. In some instances, the Company will advance premiums on behalf of the clients or claims payments and refunds to clients on behalf of underwriters. These amounts are also reflected within Commissions and fees receivable – net on the Consolidated Balance Sheets. The Company’s receivables are shown net of an allowance for credit losses which is estimated based on a combination of factors, including evaluation of historical write-offs, current economic conditions, aging of balances, and other qualitative and quantitative analyses. |
Fiduciary Assets, Fiduciary Liabilities, and Related Income | Fiduciary Assets, Fiduciary Liabilities, and Related Income In its role as an insurance intermediary, the Company collects and remits amounts between insurance agents and brokers and insurance underwriters. Because these amounts are collected on behalf of third parties, they are excluded from the measurement of the transaction price. Similarly, the Company elected to exclude from the measurement of the transaction price surplus lines taxes, as these are assessed by a governmental authority that are both imposed on and concurrent with the revenue-producing transactions and collected by the Company from customers and remitted to the taxing authority. The Company recognizes amounts held and due to the Company as Fiduciary cash and receivables, and premiums, claims payable and surplus lines taxes are included in Fiduciary liabilities in the Consolidated Balance Sheets. The Company does not have any rights or obligations in connection with these amounts with the exception of segregating these amounts from the operating accounts and liabilities. Unremitted insurance premiums are held in a fiduciary capacity until disbursement. The Company holds these funds in cash and cash equivalents, including Money Market Mutual Funds registered with the U.S. Securities and Exchange Commission under Rule 2a-7 of the Investment Company Act of 1940. Interest income is earned on the unremitted funds, which is included in Fiduciary investment income in the Consolidated Statements of Income. Interest earned on fiduciary funds held is not accounted for under ASC 606, Revenue from Contracts with Customers . |
Equity Method Investment | Equity Method Investment The Company uses the equity method to account for its investment in a related party for which the Company has the ability to exercise significant influence over, but not control, the investee’s operating and financial policies. The equity method investment in related party is recorded at cost and adjusted to recognize the Company’s proportionate share of the investee’s net income or loss after the date of investment. The Company’s proportionate share of the other comprehensive income from equity method investments is reflected on the Consolidated Statements of Comprehensive Income. The Company’s equity method investment in a related party is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. If the impairment is determined to be other-than-temporary, the Company will recognize an impairment loss equal to the difference between the expected realizable value and the carrying value of the investment. |
Litigation and Contingent Liabilities | Litigation and Contingent Liabilities The Company is subject to various legal actions related to claims, lawsuits, and proceedings incident to the nature of the business. The Company records liabilities for loss contingencies when it is probable that a liability has been incurred on or before the Consolidated Balance Sheets date and the amount of the liability can be reasonably estimated as of the issuance date. The Company does not discount such contingent liabilities and recognizes related legal costs, such as fees and expenses of external counsel and other service providers, as period expenses when incurred. The loss contingencies, if any, are held within Accounts payable and accrued liabilities in the Consolidated Balance Sheets. Significant management judgment is required to estimate the amounts of such contingent liabilities and the related insurance recoveries. In order to assess the potential liabilities, the Company analyzes the litigation exposure based upon available information, including consultation with counsel handling the defense of these matters. As these liabilities are uncertain by their nature, the recorded amounts may change due to a variety of factors, including new developments or changes in the approach, such as changing the settlement strategy as applicable to a matter. |
Equity-Based Compensation | Equity-Based Compensation The Company issues equity-based awards to employees in the form of Restricted Stock, Restricted Stock Units, Stock Options, Restricted Common Units, Restricted LLC Units, and Class C Incentive Units. Prior to the IPO, equity-based awards of RSG LLC consisted of profits interests. Compensation cost for equity awards is measured at the grant date fair value. The grant date fair value of Stock Options is estimated using the Black-Scholes option pricing model, and the grant date fair value of the Restricted Common Units, RLUs, and Class C Incentive Units is estimated using a Monte Carlo simulation based pricing model. These pricing models require management to make assumptions with respect to the fair value of the equity awards on the grant date, including the expected term of the award, the expected volatility of the Company’s stock based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of the Company’s Class A common stock, among other items including the Company's Class A common stock price and taxable income forecasts. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. As a result, if other assumptions are used, compensation cost could be materially impacted. For periods prior to the Company’s IPO, the grant date fair value of equity-based awards was determined on each grant date using a Black-Scholes option pricing model, as profits interests have certain economic similarities to options. As the Company's equity was not publicly traded, there was no history of market prices for the Company's equity. Thus, estimating grant date fair value required the Company to make assumptions, including the value of the Company's equity, expected time to liquidity, and expected volatility. The Company accounts for equity-based compensation in accordance with ASC 718. In accordance with ASC 718, compensation expense is measured at estimated fair value of the equity-based awards and is expensed over the vesting period during which an employee provides service in exchange for the award. Compensation expense is recognized using the graded vesting attribution method and forfeitures are accounted for as they occur. Equity-based compensation expense is recorded in Compensation and benefits on the Consolidated Statements of Income. See Note 14, Equity-based Compensation , for additional information on the Company’s equity-based compensation awards. |
Defined Contribution Plan | Defined Contribution Plan The Company recognizes expense for the matching contribution to the defined contribution plan in the year where requisite employee service is performed. Matching contributions are made to participants throughout the year. Any liabilities for matching contributions are recognized as Current Accrued compensation within the Consolidated Balance Sheets. |
Deferred Compensation Plan | Deferred Compensation Plan The Company offers a non-qualified deferred compensation plan to certain senior employees and members of management. Under this plan, amounts deferred remain assets of the Company and are subject to the claims of the Company’s creditors in the event of insolvency. Amounts deferred are not invested in any funds. However, the liability balance is updated to reflect hypothetical interest, earnings, appreciation, losses and depreciation that would be accrued or realized if the deferred compensation amounts had been invested in the applicable benchmark investments and is recognized in Non-current Accrued compensation in the Consolidated Balance Sheets. Changes in value on deferred amounts held are recognized within Compensation and benefits in the Consolidated Statements of Income. |
Employee Incentives | Employee Incentives In connection with the acquisition of businesses and recruiting and retaining key talent, the Company has historically issued unsecured forgivable notes as well as retention incentives with a claw back feature to employees. The aggregate balance of both forgivable notes and retention incentives are included within Current and Non-current Prepaid incentives - net in the Company’s Consolidated Balance Sheets. The expense related to forgiving these incentives is amortized through Compensation and benefits in the Consolidated Statements of Income. Employee Retention Incentives Retention incentives are earned by the recipient over the term of the arrangement, so long as the employee continues employment and complies with other certain contractual requirements. Forgivable Notes Forgivable notes were historically offered to employees as an incentive, whereby the principal amount of the notes and related accrued interest is forgiven by the Company over the term of the notes, so long as the employee continues employment and complies with other certain contractual requirements. The Company no longer issues these types of notes. Long-Term Incentive Plans The long-term incentive plan awards are typically issued in connection with an acquisition, vest based on the achievement of various performance and service conditions, and are cash-settled. The expense is recognized in Compensation and benefits in the Consolidated Statements of Income ratably over the remaining service period of the participants while employed by the Company. |
Restructuring Costs | Restructuring Costs Restructuring costs consist of employee termination benefits including severance and retention costs, lease termination, contract termination and other restructuring related costs. A liability for employee termination benefits is recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Following the communication date, where an employee is required to continue rendering service to receive termination benefits, the costs associated with those benefits and ongoing costs of employment are generally expensed over the employees’ remaining service period. These costs are recorded in Compensation and benefits in the Consolidated Statements of Income and the related liabilities recognized are recorded in Current Accrued compensation in the Consolidated Balance Sheets. For leased properties where we plan to cease use of the property, as well as have the intent and ability to sublease the property, we test the right-of-use asset for impairment to determine if a loss has occurred. The carrying value of the right-of-use asset is adjusted based on the net present value of the future cash flows expected from a sublease agreement using current market rates for similar properties. We may record additional impairment losses when we finalize executed agreements with the sublessee. Certain contract termination costs are recognized at the date the Company ceases using the rights conveyed by the contract or when we terminate the contract pursuant to the contractual terms and are measured at fair value. Costs associated for consolidating leased office and other expenses are recorded in General and administrative expense in the Consolidated Statements of Income and the related liabilities recognized are recorded in Accounts payable and accrued liabilities in the Consolidated Balance Sheets. |
Foreign Currency Translation | Foreign Currency Translation The Company assigns functional currencies to the foreign operations, which are generally the currencies of the local operating environment. Balances denominated in non-functional currency are remeasured to the functional currency using current exchange rates, and the resulting foreign exchange gains or losses are reflected in earnings. Functional currency balances are then translated into reporting currency using (i) exchange rates at the balance sheet date for items reported as assets or liabilities in the Consolidated Balance Sheets, (ii) historical rates for items reported in Stockholders'/ members’ equity other than accumulated losses, and (iii) average exchange rates for items recorded in earnings and included in accumulated losses. The resulting change in unrealized translation gains or losses is a component of Accumulated other comprehensive income within the Consolidated Balance Sheets. |
Leases | Leases The Company evaluates contracts entered into to determine whether the contract involves the use of property or equipment, which is either explicitly or implicitly identified in the contract. The Company then evaluates whether it controls the use of the asset, which is determined by assessing whether it obtains substantially all economic benefits from the use of the asset, and whether it has the right to direct the use of the asset. If these criteria are met and a lease has been identified, the Company accounts for the contract under the requirements of ASC 842, Leases ("ASC 842"). The Company's leased assets consist primarily of real estate leases for occupied offices and office equipment leases. The lease commencement date is the beginning of the lease term and is recognized when the right-of-use asset has been made available by the lessor to the Company. Certain of these leases have options permitting renewals for additional periods or clauses allowing for early termination, and where those are reasonably certain to be executed, they are recognized as a component of the lease term. All of the Company’s real estate leases and most of the office equipment leases are recognized as operating leases, while some leases of office equipment and all IT hardware are finance leases, with both classes comprising lease terms ranging from twelve months to ten years. The Company also subleases some real estate properties to third parties, which are classified as operating leases. The Company recognizes lease payments for short-term leases of twelve months or less in the Consolidated Statements of Income on a straight-line basis over the lease term. For leases in which an implicit rate is not provided in the contract, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company does not account for separate lease components of a contract and its associated non-lease components as a single lease component. Further, variable expenses related to real estate and equipment leases are expensed as incurred. At the lease commencement for finance and operating leases, the Company recognizes the total lease liability through the lease term as the present value of all remaining payments, discounted by the rate determined at commencement in the Consolidated Balance Sheets. Lease liabilities are decreased for payments made in the period and are increased by the accretion of the discount. For finance leases, the recognition of the right-of-use asset is the lease liability adjusted by prepaid rent, unamortized lease incentives or initial direct costs, and any impairments. The monthly expense in the Consolidated Statements of Income is recognized as the lease liability interest expense, and the right-of-use asset amortization. Operating leases are included in Non-current assets - Lease right-of-use assets, Current liabilities - Operating lease liabilities, and Non-current liabilities - Operating lease liabilities on the Consolidated Balance Sheets. Finance leases are included in Non-current assets - Lease right-of-use assets, Current liabilities – Short-term Debt and current portion of long-term debt, and Non-current liabilities – Long-term debt on the Consolidated Balance Sheets. In the event the lease liability is remeasured due to a change in the scope of or the consideration for a lease, an adjustment is made to the right-of-use asset. In the instance where the right-of-use asset is impaired, the impairment charge is recognized in the Consolidated Statements of Income within General and administrative expense, irrespective of its classification of operating or finance lease. The Company will periodically review right-of-use lease assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. |
Earnings (Loss) Per share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted average shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to the Company by the number of weighted-average shares of Class A common stock outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share. See Note 15, Loss Per Share for additional information on dilutive securities. All earnings (loss) for the period prior to the IPO were entirely allocable to RSG LLC and its historic non-controlling interest. Due to the impact of the Organizational Transactions, the Company’s capital structure for the pre- and post-IPO periods is not comparable. As a result, the presentation of earnings (loss) per share for the periods prior to the IPO and Organizational Transactions is not meaningful and only earnings (loss) per share for periods subsequent to the IPO and Organizational Transactions are presented herein. |
Non-Controlling Interest | Non-Controlling Interest As noted above, the Company consolidates the financial results of RSG LLC. Therefore, we report a non-controlling interest based on the LLC Common Units not owned by the Company on our Consolidated Balance Sheets. Net income (loss) 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 and Comprehensive Income. Refer to Note 12, Stockholders' and Members' Equity for more information. The non-controlling interest holders may, subject to certain exceptions, from time to time, at each of their options, require New RSG Holdings to redeem all or a portion of their LLC Common Units in exchange for, at the Company’s election (determined by a majority of the Company’s directors who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis, or cash, only to the extent that the Company has received cash proceeds pursuant to a secondary offering. In accordance with the terms of the New RSG Holdings LLC Operating Agreement, any cash payment would equal a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Common Unit so redeemed. As any redemption settled in cash would be limited to proceeds received from the sale of new permanent equity securities, the Non-controlling interest is classified as permanent equity on the Consolidated Balance Sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and deferred tax liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that it is believed that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, carryback potential if permitted under the tax law, and results of recent operations. A valuation allowance is provided if it is determined that it is more likely than not that the deferred tax asset will not be realized. The Company evaluates and accounts for uncertain tax positions in accordance with ASC 740 Income Taxes using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. Derecognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more likely-than-not threshold of being sustained. The Company records interest (and penalties where applicable), net of any applicable related income tax benefit, on potential income tax contingencies as a component of Income tax expense in the Consolidated Statements of Income. The holders of the LLC Common Units, including the Company, incur U.S. federal, state and local income taxes on their share of any taxable income of RSG LLC. The LLC Operating Agreement provides for pro rata cash distributions ("Members' Tax Distributions") to the holders of the LLC Common Units in an amount generally calculated to provide each holder of LLC Common Units with sufficient cash to cover their tax liability in respect of the LLC Common Units. In general, these Members' Tax Distributions are computed based on RSG LLCs estimated taxable income, multiplied by an assumed tax rate as set forth in the LLC Operating Agreement. |
Tax Receivable Agreement (TRA) | Tax Receivable Agreement (TRA) In connection with the Organizational Transactions and IPO, the Company entered into a TRA with certain LLC Unitholders and Onex that will provide for the payment of 85 % of the amount of cash savings, if any, in U.S. federal, state and local income taxes we actually realize (or, under certain circumstances are deemed to realize) from (i) certain increases in the tax basis of the assets of RSG LLC resulting from purchases or exchanges of LLC Units, (ii) certain tax attributes of RSG LLC that existed prior to the IPO or to which the Company succeed as a result of certain aspects of the Organizational Transactions, (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitled (if any), (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to payments that the Company makes under the TRA. The Company accounts for amounts payable under the TRA in accordance with ASC Topic 450, Contingencies . The amounts payable under the TRA will vary depending upon a number of factors, including the timing of exchanges by the LLC Unitholders, the amount of gain recognized by the LLC Unitholders, the amount and timing of the taxable income the Company generates in the future, and the federal tax rates then applicable. Actual tax benefits realized by the Company may differ from tax benefits calculated under the TRA as a result of the use of certain assumptions in the agreement. Any such changes in these factors or changes in the Company’s determination of the need for a valuation allowance related to the tax benefits acquired under the TRA could adjust the Tax receivable agreement liabilities recognized on the Consolidated Balance Sheets. The Company accounts for the effects of the increases in tax basis and associated payments under the TRA arising from exchanges (i) by recording an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange, (ii) to the extent it is estimated that the Company will not realize the full benefit represented by the deferred tax asset, based on an analysis that will consider, among other things, our expectation of future earnings, by reducing the deferred tax asset with a valuation allowance, and (iii) by recording 85% of the estimated realizable tax benefit, which is the recorded deferred tax asset less any recorded valuation allowance, as an increase to the Tax receivable agreement liability and the remaining 15% of the estimated realizable tax benefit as an increase to Additional paid-in capital on the Consolidated Balance Sheets. Subsequent changes to the initial establishment of the increases in deferred tax assets and Tax receivable agreement liability between reporting periods will be recognized in the Consolidated Statements of Mezzanine Equity and Stockholders’/Members’ Equity as the exchanges represent transactions among shareholders. Subsequent changes in the fair value of the Tax receivable agreement liabilities between reporting periods, as well as any interest accrued on the TRA between the Company's annual tax filing date and the TRA payment date, are recognized in the Consolidated Statements of Income. In the event of an early termination of the TRA, either at the Company’s election or due to a change of control, 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements New Accounting Pronouncements Recently Adopted The following reflect recent accounting pronouncements that have been adopted by the Company: In October 2020, the FASB issued ASU 2020-10 Codification Improvements . This ASU was issued to address a wide variety of topics in the Accounting Standard Codification with the intent to make the Codification easier to understand and apply by eliminating inconsistencies and providing clarifications. For public companies, the amendment is effective for fiscal years beginning after December 15, 2020, and interim periods therein. The Company adopted the new guidance as of January 1, 2021 with no material impact to the consolidated financial statements or disclosures. In May 2021, the FASB issued ASU 2021-04 Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. Specifically, it provides a principles-based framework to determine whether an issuer should recognize the modification or exchange as an adjustment to equity or an expense. For public companies, the amendment is effective for fiscal years beginning after December 15, 2021, and interim periods therein. Early adoption is permitted, including during interim periods. The Company adopted the new guidance as of January 1, 2021 with no material impact to the consolidated financial statements or disclosures. In October 2021, the FASB issued ASU 2021-08 Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . This ASU requires that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. For public companies, the amendment is effective for fiscal years beginning after December 15, 2022, and interim periods therein, but early adoption is permitted. The Company adopted the new guidance as of January 1, 2021 with no material impact to the consolidated financial statements or disclosures. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of consideration transferred over the fair value of the net assets acquired in the acquisition of a business. The Company recognizes goodwill as the amount of consideration transferred which cannot be assigned to other tangible or intangible assets and liabilities. The Company reviews goodwill for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value of the reporting unit may not be recoverable. In the performance of the annual evaluation, the Company also considers qualitative and quantitative developments between the date of the goodwill impairment review and the fiscal year end to determine if an impairment should be recognized. The Company reviews goodwill for impairment at the reporting unit level, which coincides with the operating segment, Ryan Specialty. The determinations of impairment indicators and the fair value of the reporting unit are based on estimates and assumptions related to the amount and timing of future cash flows and future interest rates. Such estimates and assumptions could change in the future as more information becomes available, which could impact the amounts reported and disclosed herein. Intangible Assets Intangible assets other than goodwill consist primarily of customer relationships. Customer relationships consist of customer-related assets, which are amortized over their estimated useful lives, ranging from two to fifteen years, in proportion with the realization of the economic benefit. Generally, the Company uses outside valuation specialists to value acquired intangible assets. Intangible assets also include trade names and internally developed software, which are amortized over their estimated lives, typically three years and between five to seven years, respectively. The Company has no indefinite-lived intangible assets. |
Basis of presentation (Tables)
Basis of presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Impact to the Consolidated Statements of Cash Flows | The tables below reflect the impact to the Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019 and the interim periods ended September 30, 2021, June 30, 2021, and March 31, 2021: Year Ended December 31, 2020 Year Ended December 31, 2019 As Reported Effect of Change As Revised As Reported Effect of Change As Revised Total cash flows provided by operating activities $ 135,393 — $ 135,393 $ 149,507 — $ 149,507 CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for acquisitions - net of cash acquired and cash held in fiduciary capacity ( 814,870 ) 96,909 ( 717,961 ) ( 146,433 ) 25,536 ( 120,897 ) Other lines ( 50,547 ) — ( 50,547 ) ( 27,100 ) ( 27,100 ) Total cash flows used for investing activities $ ( 865,417 ) $ 96,909 $ ( 768,508 ) $ ( 173,533 ) $ 25,536 $ ( 147,997 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in fiduciary liabilities — 136,062 136,062 — 34,199 34,199 Other lines 989,242 — 989,242 28,075 — 28,075 Total cash flows provided by financing activities $ 989,242 $ 136,062 $ 1,125,304 $ 28,075 $ 34,199 $ 62,274 Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity 1,417 ( 64 ) 1,353 392 ( 127 ) 265 NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY $ 260,635 $ 232,907 $ 493,542 $ 4,441 $ 59,608 $ 64,049 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance 52,016 350,146 402,162 47,575 290,538 338,113 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance $ 312,651 $ 583,053 $ 895,704 $ 52,016 $ 350,146 $ 402,162 Nine Months Ended Six Months Ended Three Months Ended As Reported Effect of Change As Revised As Reported Effect of Change As Revised As Reported Effect of Change As Revised Total cash flows provided by (used for) operating activities $ 154,375 — $ 154,375 $ 107,715 — $ 107,715 $ ( 74,805 ) — $ ( 74,805 ) Total cash flows used for investing activities $ ( 345,451 ) — $ ( 345,451 ) $ ( 155 ) — $ ( 155 ) $ ( 2,208 ) — $ ( 2,208 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in fiduciary liabilities — 52,422 52,422 — 93,671 93,671 — ( 62,018 ) ( 62,018 ) Other lines 293,694 — 293,694 ( 113,092 ) — ( 113,092 ) ( 76,148 ) — ( 76,148 ) Total cash flows provided by (used for) financing activities $ 293,694 $ 52,422 $ 346,116 $ ( 113,092 ) $ 93,671 $ ( 19,421 ) $ ( 76,148 ) $ ( 62,018 ) $ ( 138,166 ) Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity ( 1,574 ) 88 ( 1,486 ) 409 ( 946 ) ( 537 ) ( 314 ) ( 470 ) ( 784 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY $ 101,044 $ 52,510 $ 153,554 $ ( 5,123 ) $ 92,725 $ 87,602 $ ( 153,475 ) $ ( 62,488 ) $ ( 215,963 ) CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance 312,651 583,053 895,704 312,651 583,053 895,704 312,651 583,053 895,704 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance $ 413,695 $ 635,563 $ 1,049,258 $ 307,528 $ 675,778 $ 983,306 $ 159,176 $ 520,565 $ 679,741 |
Revenue from Contracts With C_2
Revenue from Contracts With Customers (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation Of Revenue [Abstract] | |
Summary of revenue from contracts | The following table summarizes revenue from contracts with customers by Specialty: Year Ended December 31, 2021 2020 2019 Wholesale Brokerage $ 931,979 $ 673,090 $ 508,503 Binding Authority 209,622 144,837 103,853 Underwriting Management 290,578 198,758 146,092 Total Net commissions and fees $ 1,432,179 $ 1,016,685 $ 758,448 |
Merger and Acquisition Activi_2
Merger and Acquisition Activity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination And Asset Acquisition [Abstract] | |
Summary of change in contingent consideration and interest expense | The table below summarizes the changes recognized in the Consolidated Statements of Income for the years ended December 31, 2021, 2020 and 2019: Year Ended December 31, 2021 2020 2019 Change in contingent consideration $ 2,891 $ ( 1,301 ) $ ( 1,595 ) Interest expense 748 1,197 1,009 Total $ 3,639 $ ( 104 ) $ ( 586 ) |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Expense | The table below presents the restructuring expense incurred in for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Compensation and benefits $ 9,934 $ 10,139 Occupancy and other costs (1) 4,446 701 Total $ 14,380 $ 10,840 |
Summary of Changes in the Restructuring Liability | The table below presents a summary of changes in the restructuring liability: Compensation and Occupancy and Other Costs Total Balance as of December 31, 2019 $ — $ — $ — Accrued costs 10,139 701 10,840 Payments ( 3,090 ) ( 701 ) ( 3,791 ) Balance as of December 31, 2020 $ 7,049 $ — $ 7,049 Accrued costs 9,934 4,446 14,380 Payments ( 16,576 ) ( 4,446 ) ( 21,022 ) Balance as of December 31, 2021 $ 407 $ — $ 407 |
Receivables and Current Assets
Receivables and Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables And Current Assets [Abstract] | |
Summary of Company's Allowance for Expected Credit Losses | The following table provides a rollforward of the Company’s allowance for expected credit losses: Year Ended December 31, 2021 2020 Beginning of period $ 2,916 $ 1,555 Write-offs ( 2,636 ) ( 731 ) Increase in provision 2,228 2,092 End of period $ 2,508 $ 2,916 |
Summary of Major Classes of Other Current Assets | Major classes of other current assets consist of the following: Year Ended December 31, 2021 2020 Prepaid expenses $ 13,434 $ 11,973 Service receivables (1) 644 508 Deferred offering costs (2) — 1,459 Other current receivables 1,804 1,131 Total other current assets $ 15,882 $ 15,071 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill Activity | The following table provides a summary of goodwill activity: Goodwill Balance at December 31, 2019 $ 528,512 Acquisitions 695,297 Measurement period adjustments ( 162 ) Impact of exchange rate changes 549 Balance at December 31, 2020 $ 1,224,196 Acquisitions 85,299 Impact of exchange rate changes ( 228 ) Balance at December 31, 2021 $ 1,309,267 |
Summary of Changes in Net Carrying Amount of Finite-lived Intangible Assets | Changes in the net carrying amount of finite-lived intangible assets are shown in the table below: December 31, 2021 December 31, 2020 Cost (3) Accumulated Amortization (3) Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount Customer relationships (1) $ 919,349 $ ( 375,680 ) $ 543,669 $ 846,181 $ ( 272,029 ) $ 574,152 Trade names (2) 22,485 ( 15,727 ) $ 6,758 14,058 ( 4,838 ) 9,220 Internally developed software 31,567 ( 8,064 ) $ 23,503 24,480 ( 3,088 ) 21,392 Total $ 973,401 $ ( 399,471 ) $ 573,930 $ 884,719 $ ( 279,955 ) $ 604,764 |
Estimated Future Amortization for Finite-lived Intangible Assets | The estimated future amortization for finite-lived intangible assets as of December 31, 2021, is as follows: Customer Relationships Trade Names Internally Developed Software 2022 $ 93,869 $ 3,799 $ 5,925 2023 82,363 2,546 5,782 2024 71,740 413 5,213 2025 62,080 - 4,041 2026 52,284 - 2,117 Thereafter 181,333 - 425 Total $ 543,669 $ 6,758 $ 23,503 |
Equity Method Ivestment (Tables
Equity Method Ivestment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule Of Losses On Geneva Re's Investment Portfolio | The Company may be exposed to losses arising from the equity method investment as a result of underwriting losses recognized at Geneva Re, Ltd ("Geneva Re") or losses on Geneva Re’s investment portfolio. Year Ended December 31, 2021 2020 Beginning of period $ 47,216 $ 22,522 Invested capital - 23,500 Income (loss) from equity method investment in related party ( 759 ) 440 Change in share of equity method investment in related party other comprehensive income (loss) ( 1,040 ) 754 End of period $ 45,417 $ 47,216 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Summary of lease cost | The lease costs for the years ended December 31, 2021 and 2020 were as follows: Year ended December 31, 2021 2020 Lease cost: Operating lease cost $ 24,069 $ 19,510 Finance lease costs: Amortization of leased assets 144 102 Interest on lease liabilities 3 2 Short term lease costs: Operating lease cost 536 1,906 Finance lease cost: Amortization of leased assets 9 11 Interest on lease liabilities 1 1 Sublease income ( 382 ) ( 450 ) Lease cost – net $ 24,380 $ 21,082 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 27,550 $ 18,586 Operating cash flows from finance leases 156 117 Non-cash related activities Right-of-use assets obtained in exchange for new operating lease liabilities 11,714 35,766 Right-of-use assets obtained in exchange for new finance lease liabilities — 132 Weighted average discount rate (percent) Operating leases 3.85 3.72 Finance leases 3.16 3.01 Weighted average remaining lease term (years) Operating leases 6.0 6.2 Finance leases 2.7 2.2 |
Summary of Supplemental balance sheet information related to Lease right-of-use assets | Supplemental balance sheet information related to Lease right-of-use assets: As of December 31, 2021 2020 Right-of-use assets – operating leases – net $ 84,778 $ 93,715 Right-of-use assets – finance leases – net 96 226 Total lease right-of-use assets – net $ 84,874 $ 93,941 |
Summary of Supplemental balance sheet information related to lease liabilities | Supplemental balance sheet information related to lease liabilities: As of December 31, 2021 2020 Current lease liabilities Operating $ 18,783 $ 19,880 Finance 39 147 Non-current lease liabilities Operating 74,386 83,737 Finance 57 78 Total lease liabilities $ 93,265 $ 103,842 |
Summary of estimated future minimum payments of operating and financing leases | The estimated future minimum payments of operating and financing leases as of December 31, 2021: Finance Operating 2022 $ 41 $ 21,637 2023 37 19,168 2024 18 15,761 2025 4 12,560 2026 — 11,008 Thereafter — 25,241 Total undiscounted future lease payments 100 105,375 Less imputed interest ( 4 ) ( 12,206 ) Present value lease liabilities $ 96 $ 93,169 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The following table is a summary of the Company’s outstanding debt: As of December 31, 2021 2020 Term debt 7-year term loan facility, periodic interest and quarterly principal 3.0 % as of December 31, 2021, LIBOR + 3.25 % September 1, 2027 $ 1,578,972 $ 1,578,930 Revolving debt 5-year revolving loan facility, periodic interest payments, LIBOR + up to 3.0 % as of December 31, 2021, LIBOR + up to 3.25 % as of December 0.50 %, expires July 26, 2026 387 15 Premium financing notes Commercial notes, periodic interest and principal payments, 2.50 %, June 1, 2021 — 1,951 Commercial notes, periodic interest and principal payments, 1.66 %, June 1, 2022 1,656 — Commercial notes, periodic interest and principal payments, 1.66 %, July 15, 2022 745 — Commercial notes, periodic interest and principal payments, 1.66 %, July 21, 2022 3,973 — Finance lease obligation 96 225 Unsecured promissory notes — 363 Units subject to mandatory redemption 4,267 3,866 Total debt $ 1,590,096 $ 1,585,350 Less current portion ( 23,469 ) ( 19,158 ) Long term debt $ 1,566,627 $ 1,566,192 |
Schedule of future maturities of long-term debt | Future maturities of long-term debt as of December 31, 2021, were as follows: 2022 $ 23,469 2023 16,536 2024 16,517 2025 16,504 2026 16,500 Thereafter 1,551,143 Total repayments $ 1,640,669 Unamortized discounts, premiums, and debt issuance costs ( 50,573 ) Total $ 1,590,096 |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Recognized and Unrecognized Equity Based Compensation Expenses | As of December 31, 2021, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining service period is the following: Amount Weighted Average Remaining Service Period (years) Restricted Stock $ 18,676 2.7 RSUs 81,319 6.9 Stock Option- Reload Options 6,901 4.1 Stock Option- Staking Options 483 9.6 Restricted Common Units 18,663 2.0 Restricted LLC Units 35,413 9.0 Reload Class C Incentive Units 9,146 3.3 Staking Class C Incentive Units 22,694 8.1 Total unrecognized equity-based compensation expense $ 193,295 The table also presents the unrecognized equity-based compensation expense as of December 31, 2021 in the same view. Recognized Expense Unrecognized Expense Prior to the Organizational Transactions and IPO RSG LLC equity-based compensation expense $ 8,457 $ - Pre-IPO awards Restricted Stock 3,323 9,477 Restricted Common Units 1,859 5,988 Impact of Replacement Awards Modification of vested Restricted Stock and Restricted Common Units 31,142 - Incremental Restricted Stock and Reload Options 6,779 16,101 Incremental Restricted Common Units and Reload Class C Incentive Units 10,170 21,821 IPO awards RSUs and Staking Options 18,234 81,802 RLUs and Staking Class C Incentive Units 5,997 58,106 Director Stock Grants Director Stock Grants 495 N/A Total equity-based compensation expense $ 86,456 $ 193,295 |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Restricted Stock activity for the period was as follows: Year Ended December 31, 2021 Restricted Stock Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 4,521,997 21.15 Vested 1,299,363 21.15 Forfeited — — Unvested at end of period 3,222,634 $ 21.15 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Year Ended December 31, 2021 Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 4,339,738 22.95 Vested 9,634 23.34 Forfeited — — Unvested at end of period 4,330,104 $ 22.95 |
Reload Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Options | Year Ended December 31, 2021 Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 4,592,319 23.50 Exercised — — Forfeited — — Unvested at end of period 4,592,319 $ 23.50 |
Schedule of Valuation Assumptions | The fair value of Reload Options granted was determined using the Black-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 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Options | Year Ended December 31, 2021 Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 66,667 23.50 Exercised — — Forfeited — — Unvested at end of period 66,667 $ 23.50 |
Schedule of Valuation Assumptions | The fair value of Staking Options granted was determined using the Black-Scholes option pricing model with the following assumptions: 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 % |
Stock Option [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of aggregate intrinsic value and weighted average remaining contractual term | The aggregate intrinsic value and weighted average remaining contractual terms of Stock Options outstanding and Stock Options exercisable were as follows as of December 31, 2021: December 31, Aggregate intrinsic value ($ in thousands) Stock Option- Reload Options outstanding $ 77,381 Stock Option- Reload Options exercisable — Stock Option- Staking Options outstanding $ 1,123 Stock Option- Staking Options exercisable — Weighted-average remaining contractual term (in years) Stock Option- Reload Options outstanding 9.6 Stock Option- Reload Options exercisable — Stock Option- Staking Options outstanding 10.6 Stock Option- Staking Options exercisable — |
Restricted Common Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Restricted Common Unit activity for the period was as follows: Year Ended December 31, 2021 Common Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 6,631,926 23.84 Vested 888,406 23.84 Forfeited — Unvested at end of period 5,743,520 $ 23.84 |
Restricted LLC Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Year Ended December 31, 2021 Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 1,543,277 25.05 Vested — — Forfeited — — Unvested at end of period 1,543,277 $ 25.05 |
Class C Incentive Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Options | Year Ended December 31, 2021 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period — $ — Granted 3,911,490 23.50 Vested — — Forfeited — — Unvested at end of period 3,911,490 $ 23.50 |
Class C Incentive Unit Staking Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Options | Year Ended December 31, 2021 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period $ — Granted 2,116,667 23.50 Vested — — Forfeited — — Unvested at end of period 2,116,667 $ 23.50 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted loss per share of Class A common stock is as follows: Year Ended December 31, 2021 Net income $ 56,632 Less: Net income attributable to RSG LLC before the Organizational Transactions 72,937 Less: Net (loss) attributable to non-controlling interests ( 9,241 ) Net (loss) attributable to Ryan Specialty Group Holdings, Inc. $ ( 7,064 ) Numerator: Net (loss) attributable to Class A common shareholders- basic and diluted $ ( 7,064 ) Denominator: Weighted-average shares of Class A common stock outstanding- basic and diluted 105,730,008 Net (loss) per share of Class A common stock- basic and diluted $ ( 0.07 ) |
Schedule of Number of Shares Excluded from Calculation of Diluted Loss Per Share | The following number of shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive: Year Ended December 31, 2021 Restricted Stock 3,216,435 RSUs 4,037,589 Reload Options 4,592,319 Staking Options 66,667 Restricted Common Units 5,743,520 RLUs 1,543,277 Reload Class C Incentive Units 3,911,490 Staking Class C Incentive Units 2,116,667 Conversion of non-controlling interest LLC Common Units (1) 142,967,621 (1) Weighted average shares outstanding from the date of the IPO to December 31, 2021. |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value of Derivatives not Designated as Hedging Instruments | The fair value of derivatives not designated as hedging instruments are as follows: Derivative Liabilities Balance Sheet Location December 31, December 31, Redeemable Preferred Unit embedded derivatives Accounts payable and accrued liabilities $ — $ 30,423 Total derivatives $ — $ 30,423 |
Summary of Gains and Losses Recognized in Earnings | The gains and losses recognized in earnings for derivatives in Other non-operating income (loss) within the Consolidated Statements of Income are as follows: Year Ended December 31, 2021 2020 2019 Loss on interest rate contracts $ — $ 3,208 $ 5,155 Loss on Redeemable Preferred Unit embedded derivatives 36,914 28,717 — Total derivatives not designated as hedging instruments $ 36,914 $ 31,925 $ 5,155 |
Employee Benefit Plans, Prepa_2
Employee Benefit Plans, Prepaid and Long-Term Incentives (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Summary of estimated future expense | The estimated future expense as of December 31, 2021, relating to prepaid incentives currently in force is as follows: Forgivable Notes Retention Incentives Total Prepaid Incentives 2022 $ 6,980 $ 771 $ 7,751 2023 6,560 588 7,148 2024 5,584 221 5,805 2025 4,574 209 4,783 2026 2,921 125 3,046 Thereafter 4,567 8 4,575 Total $ 31,186 $ 1,922 $ 33,108 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Summary of company's liabilities measured at fair value on a recurring basis | The following fair value hierarchy table presents information about the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020. December 31, 2021 December 31, 2020 Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Liabilities: Debt (1) $ 1,631,412 $ — $ — $ 1,648,997 $ — $ — Contingent purchase consideration — — 42,053 — — 22,096 Make-whole provision on Redeemable Preferred Units — — — — — 30,423 Total liabilities measured at fair value $ 1,631,412 $ — $ 42,053 $ 1,648,997 $ — $ 52,519 (1) See Note 11, Debt. There were no assets or liabilities that were transferred between fair value hierarchy levels during the years ended December 31, 2021 and 2020. The following is a reconciliation of the beginning and ending balances for the Level 3 liabilities measured at fair value: December 31, 2021 December 31, 2020 Make-Whole Contingent purchase Total Make-Whole Contingent purchase Total Balance at beginning of year $ 30,423 $ 22,096 $ 52,519 $ 891 $ 24,916 $ 25,807 Newly established liability due to acquisition — 22,011 22,011 — — — Total gains/losses included in earnings 36,914 3,639 40,553 29,532 ( 1,548 ) 27,984 Settlements ( 67,337 ) ( 5,693 ) ( 73,030 ) — ( 1,272 ) ( 1,272 ) Balance at end of year $ — $ 42,053 $ 42,053 $ 30,423 $ 22,096 $ 52,519 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of the components of income before income taxes | The components of income before income taxes are follows: Year Ended December 31, 2021 2020 2019 United States $ 39,673 $ 66,087 $ 55,078 Foreign 21,891 13,378 12,905 Income before income taxes $ 61,564 $ 79,465 $ 67,983 |
Schedule of the components of income tax expense | The components of income tax expense are as follows: Year Ended December 31, 2021 2020 2019 Current income tax expense Federal $ 187 $ 2,257 $ 497 State 856 3,600 2,646 Foreign 5,042 2,920 2,583 Current income tax expense $ 6,085 $ 8,777 $ 5,726 Deferred income tax expense (benefit) Federal ( 2,087 ) ( 269 ) ( 255 ) State 411 - - Foreign 523 444 ( 545 ) Deferred income tax expense (benefit) $ ( 1,153 ) $ 175 $ ( 800 ) Income tax expense $ 4,932 $ 8,952 $ 4,926 |
Schedule of effective income tax rate reconciliation | Reconciliations of income tax expense computed at the U.S. federal statutory income tax rate to the recognized income tax expense and the U.S. statutory income tax rate to our effective tax rates are as follows: Year Ended December 31, 2021 2020 2019 Income taxes at U.S. federal statutory rate $ 12,928 21.0 % $ 16,688 21.0 % $ 14,276 21.0 % Income attributable to non-controlling interest and nontaxable income ( 10,166 ) ( 16.5 )% ( 13,861 ) ( 17.4 )% ( 11,546 ) ( 17.0 )% Nondeductible expenses 415 0.7 % - 0.0 % - 0.0 % State and local taxes, net of federal benefit 600 1.0 % 3,600 4.5 % 2,646 3.9 % Foreign rate differential 337 0.5 % - 0.0 % - 0.0 % Change in state rate 775 1.3 % - 0.0 % - 0.0 % Liquidation of C-Corporation subsidiary - 0.0 % 2,309 2.9 % - 0.0 % Other 43 0.1 % 216 0.3 % ( 450 ) ( 0.7 )% Income tax expense $ 4,932 8.1 % $ 8,952 11.3 % $ 4,926 7.2 % |
Schedule of the components of deferred tax assets and liabilities | The components of deferred tax assets and liabilities are as follows: As of December 31, 2021 2020 Deferred tax assets: Net operating losses $ 919 $ 297 Fixed Assets - 1 Investment in RSG LLC 374,336 - Start-up costs 7,608 - Tax credits 155 - Total deferred tax assets 383,018 298 Valuation allowances ( 294 ) ( 297 ) Deferred tax assets, net of valuation allowance 382,724 1 Deferred tax liabilities: Intangibles ( 12 ) ( 168 ) Fixed assets ( 173 ) - Other accrued items ( 417 ) ( 410 ) Deferred tax liabilities $ ( 602 ) $ ( 578 ) Net Deferred tax asset (liability) $ 382,122 $ ( 577 ) |
Summary of activity related to the tax receivable agreement liabilities | 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 July 22, 2021 $ 144,598 $ 83,555 $ 54,317 $ 282,470 Remeasurement - initial establishment of TRA liability ( 7,622 ) - ( 2,206 ) ( 9,828 ) Remeasurement - change in state rate ( 272 ) ( 166 ) ( 104 ) ( 542 ) Balance at December 31, 2021 $ 136,704 $ 83,389 $ 52,007 $ 272,100 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | The following represents the supplemental cash flow information of the Company for the years ended December 31, 2021, 2020, and 2019. Year Ended December 31, 2021 2020 2019 Supplemental cash flow information: Cash paid for: Interest and financing costs $ 79,357 $ 41,034 $ 32,659 Income taxes 6,762 7,564 4,828 Non-cash investing and financing activities Members' Tax Distributions declared but unpaid 11,155 23,350 9,941 Tax Receivable Agreement liabilities (1) 272,100 - - Contingent consideration liabilities from business combinations 22,011 - 4,200 Class A common stock issued in connection with the redemption of LLC Units (1) 53 - - Class B common stock issued (1) 149 - - Class X common stock issued in connection with the redemption of LLC Units (1) 1 - - Cancellation of Class X common stock in exchange for TRA liabilities (1) ( 1 ) - - Related party asset acquisition - ( 6,077 ) ( 3,316 ) Acquisition of preferred units subject to mandatory redemption - - 3,316 Forgiveness of related party receivable - 6,077 - Repayment of Founders’ subordinated notes - ( 74,990 ) - Preferred equity issued in exchange for Founders’ subordinated promissory notes - 74,270 - Common equity issued in exchange for Founders’ subordinated promissory notes - 7,661 - Loss on extinguishment of Founders’ subordinated promissory notes - ( 6,941 ) - Common equity issued as consideration for business combination - 102,000 - Unpaid preferred dividends - 9,531 - Accretion of premium on mezzanine equity - 1,618 1,948 Accumulated deficit due to accretion of premium on mezzanine equity - ( 1,618 ) ( 1,948 ) (1) Refer to Note 1, Basis of Presentation |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 26, 2021 | Dec. 31, 2021 | Jul. 31, 2021 | Jul. 22, 2021 | Jul. 21, 2021 | Dec. 31, 2020 |
Remaining purchased interest, percentage | 100.00% | |||||
Percentage of cash savings paid | 85.00% | |||||
Deferred tax assets | $ 383,018 | $ 298 | ||||
Tax receivable agreement liabilities | 272,100 | $ 0 | ||||
Temporary differences in deferred tax assets | 61,100 | |||||
T R A [Member] | ||||||
Deferred tax assets | 329,000 | |||||
Benefits from future deductions | 234,000 | |||||
Tax receivable agreement liabilities | 282,500 | |||||
TRA Alternative Payments and purchase of LLC Common Units [Member] | ||||||
Alternative payment related to common units | 72,900 | |||||
Benefits from future deductions | 95,000 | |||||
RSG LLC [Member] | ||||||
Cash settlement due to equity modification | $ 18,600 | |||||
Common Stock [Member] | RSG LLC [Member] | ||||||
Own controlling interest | 42.40% | |||||
LLC Common Units [Member] | ||||||
Remaining purchased interest, percentage | 100.00% | |||||
Alternative payment related to common units | $ 72,900 | |||||
Payment for purchase of common units | 799,300 | |||||
Alternative payments for modification of equity grants | 37,600 | |||||
Return of capital on purchased common units | $ 35,300 | |||||
LLC Common Units [Member] | RSG LLC [Member] | ||||||
Common units issued | 213,693,861 | |||||
Mandatorily Sell of Vested Stock Units Percentage | 15.00% | |||||
Additional Sell of Vested Stock Units Percentage | 10.00% | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.10% | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 99.90% | |||||
Non-controlling Interest [Member] | RSG LLC [Member] | ||||||
Amount of modification in equity | $ 12,300 | |||||
Additional Paid-in Capital [Member] | RSG LLC [Member] | ||||||
Amount of modification in equity | $ 12,300 | |||||
Common Class A [Member] | ||||||
Stock issued during period shares | 9,634 | |||||
Common stock, Par value | $ 0.001 | |||||
Common Stock Shares Issued | 109,894,548 | |||||
Common Class A [Member] | LLC Common Units [Member] | ||||||
Stock issued during period shares | 31,992,135 | |||||
Common stock conversion basis | one-for-one | |||||
Common Class B [Member] | ||||||
Stock issued during period shares | 149,162,107 | |||||
Common stock, Par value | $ 0.001 | |||||
Common Stock Shares Issued | 149,162,107 | |||||
Common Class B [Member] | RSG LLC [Member] | ||||||
Common units issued | 20,680,420 | |||||
Common Class B [Member] | LLC Common Units [Member] | ||||||
Stock issued during period shares | 149,162,107 | |||||
Common stock conversion basis | one-to-one | |||||
Additional consideration paid | $ 100 | |||||
Common Class X [Member] | ||||||
Common stock, Par value | $ 0.001 | |||||
Common Stock Shares Issued | 640,784 | |||||
Stock Repurchased and Retired During Period, Shares | 640,784 | |||||
Class C Incentive Units [Member] | ||||||
Share price | $ 23.50 | |||||
Class C Incentive Units [Member] | LLC Common Units [Member] | RSG LLC [Member] | ||||||
Stock issued during period shares | 2,116,667 | |||||
Onex [Member] | Redeemable Preferred Units [Member] | ||||||
Amount of net cash acquired from units | $ 343,200 | |||||
Limited Liability Company (LLC) Preferred Unit, Outstanding | 260,000,000 | |||||
IPO [Member] | ||||||
Stock issued during period shares | 66,667 | |||||
IPO [Member] | Common Class A [Member] | ||||||
Stock issued during period shares | 65,456,020 | |||||
Common stock, Par value | $ 0.001 | |||||
Share price | $ 23.50 | |||||
Proceeds from issuance initial public offering | $ 1,448,100 | |||||
Stock Repurchased and Retired During Period, Shares | 8,224,708 | |||||
Stock Repurchased During Period Shares | 8,224,708 | |||||
IPO [Member] | Common Class A [Member] | Common Stock [Member] | ||||||
Stock issued during period shares | 65,456,020 | |||||
Share price | $ 23.50 | |||||
IPO [Member] | Common Class A [Member] | LLC Common Units [Member] | Ryan Specialty Group Holdings Inc [Member] | ||||||
Common units issued | 1,349,640 | |||||
IPO [Member] | Common Class B [Member] | ||||||
Common stock, Par value | $ 0.001 | |||||
IPO [Member] | Onex [Member] | Redeemable Preferred Units [Member] | ||||||
Limited Liability Company (LLC) Preferred Unit, Outstanding | 260,000,000 | |||||
2021 Omnibus Incentive Plan [Member] | IPO [Member] | Class C Incentive Units [Member] | RSG LLC [Member] | ||||||
Share price | $ 23.50 | |||||
2021 Omnibus Incentive Plan [Member] | IPO [Member] | Class C Incentive Units [Member] | LLC Common Units [Member] | RSG LLC [Member] | ||||||
Common units issued | 3,911,490 | |||||
Restricted Stock [Member] | Common Class A [Member] | ||||||
Stock issued during period shares | 4,339,738 | |||||
Restricted Stock [Member] | 2021 Omnibus Incentive Plan [Member] | Common Class A [Member] | Common Stock [Member] | Ryan Specialty Group Holdings Inc [Member] | ||||||
Common Stock Shares Issued | 11,426,502 | |||||
Equity Awards [Member] | IPO [Member] | Common Class A [Member] | ||||||
Stock issued during period shares | 8,066,349 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share price | $ 23.50 | |||||
Restricted Stock Units (RSUs) [Member] | RSG LLC [Member] | T R A [Member] | ||||||
Alternative payment related to common units | $ 37,600 | |||||
Restricted LLC Units [Member] | ||||||
Common stock conversion basis | one-for-one | |||||
Restricted LLC Units [Member] | IPO [Member] | RSG LLC [Member] | ||||||
Common units issued | 1,543,277 | |||||
Restricted LLC Units [Member] | 2021 Omnibus Incentive Plan [Member] | IPO [Member] | LLC Common Units [Member] | RSG LLC [Member] | ||||||
Common units issued | 27,493,192 | |||||
Reload Options [Member] | ||||||
Share price | $ 23.50 | |||||
Reload Options [Member] | 2021 Omnibus Incentive Plan [Member] | IPO [Member] | LLC Common Units [Member] | RSG LLC [Member] | ||||||
Share price | $ 23.50 | |||||
Reload Options [Member] | 2021 Omnibus Incentive Plan [Member] | IPO [Member] | LLC Common Units [Member] | Ryan Specialty Group Holdings Inc [Member] | ||||||
Common units issued | 4,592,319 | |||||
Cash Distribution [Member] | LLC Common Units [Member] | ||||||
Percentage of cash savings paid | 85.00% |
Basis of Presentation - Summary
Basis of Presentation - Summary of Impact to the Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Total cash flows provided by (used for) operating activities | $ 273,493 | $ 135,393 | $ 149,507 | |||
Cash paid for acquisitions - net of cash acquired and cash held in fiduciary capacity | (108,883) | (717,961) | (120,897) | |||
Total cash flows used for investing activities | (457,937) | (768,508) | (147,997) | |||
Net Change in Fiduciary Liabilities | 147,418 | 136,062 | 34,199 | |||
Total cash flows provided by financing activities | 429,284 | 1,125,304 | 62,274 | |||
Effect of changes in foreign exchange rates on cash, cash equivalents and cash held in a fiduciary capacity | (883) | 1,353 | 265 | |||
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY | 243,957 | 493,542 | 64,049 | |||
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Beginning balance | $ 895,704 | $ 895,704 | $ 895,704 | 895,704 | 402,162 | 338,113 |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Ending balance | 1,139,661 | 895,704 | 402,162 | |||
Previously Reported [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Total cash flows provided by (used for) operating activities | (74,805) | 107,715 | 154,375 | 135,393 | 149,507 | |
Cash paid for acquisitions - net of cash acquired and cash held in fiduciary capacity | (814,870) | (146,433) | ||||
Other lines | (50,547) | (27,100) | ||||
Total cash flows used for investing activities | (2,208) | (155) | (345,451) | (865,417) | (173,533) | |
Net Change in Fiduciary Liabilities | 0 | 0 | 0 | 0 | 0 | |
Proceeds from (Payments for) Other Financing Activities | (76,148) | (113,092) | 293,694 | 989,242 | 28,075 | |
Total cash flows provided by financing activities | (76,148) | (113,092) | 293,694 | 989,242 | 28,075 | |
Effect of changes in foreign exchange rates on cash, cash equivalents and cash held in a fiduciary capacity | (314) | 409 | (1,574) | 1,417 | 392 | |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY | (153,475) | (5,123) | 101,044 | 260,635 | 4,441 | |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Beginning balance | 312,651 | 312,651 | 312,651 | 312,651 | 52,016 | 47,575 |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Ending balance | 159,176 | 307,528 | 413,695 | 312,651 | 52,016 | |
Effect of Change [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Total cash flows provided by (used for) operating activities | 0 | 0 | 0 | 0 | 0 | |
Cash paid for acquisitions - net of cash acquired and cash held in fiduciary capacity | (96,909) | (25,536) | ||||
Other lines | 0 | |||||
Total cash flows used for investing activities | 0 | 96,909 | 25,536 | |||
Net Change in Fiduciary Liabilities | 62,018 | 93,671 | 52,422 | 136,062 | 34,199 | |
Other lines | ||||||
Proceeds from (Payments for) Other Financing Activities | 0 | 0 | 0 | 0 | ||
Total cash flows provided by financing activities | (62,018) | 93,671 | 52,422 | 136,062 | 34,199 | |
Effect of changes in foreign exchange rates on cash, cash equivalents and cash held in a fiduciary capacity | (470) | (946) | 88 | (64) | (127) | |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY | (62,488) | 92,725 | 52,510 | 232,907 | 59,608 | |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Beginning balance | 583,053 | 583,053 | 583,053 | 583,053 | 350,146 | 290,538 |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Ending balance | 520,565 | 675,778 | 635,563 | 583,053 | 350,146 | |
Revision of Prior Period, Adjustment [Member] | ||||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||||
Total cash flows provided by (used for) operating activities | (74,805) | 107,715 | 154,375 | 135,393 | 149,507 | |
Cash paid for acquisitions - net of cash acquired and cash held in fiduciary capacity | (717,961) | (120,897) | ||||
Other lines | (50,547) | (27,100) | ||||
Total cash flows used for investing activities | (2,208) | (155) | (345,451) | (768,508) | (147,997) | |
Net Change in Fiduciary Liabilities | (62,018) | 93,671 | 52,422 | 136,062 | 34,199 | |
Proceeds from (Payments for) Other Financing Activities | (76,148) | (113,092) | 293,694 | 989,242 | 28,075 | |
Total cash flows provided by financing activities | (138,166) | (19,421) | 346,116 | 1,125,304 | 62,274 | |
Effect of changes in foreign exchange rates on cash, cash equivalents and cash held in a fiduciary capacity | (784) | (537) | (1,486) | 1,353 | 265 | |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY | (215,963) | 87,602 | 153,554 | 493,542 | 64,049 | |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Beginning balance | 895,704 | 895,704 | 895,704 | $ 895,704 | 402,162 | 338,113 |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY-Ending balance | $ 679,741 | $ 983,306 | $ 1,049,258 | $ 895,704 | $ 402,162 |
Summary of Select Significant_3
Summary of Select Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Segment Reporting Other Significant Reconciling Item [Line Items] | |
Percentage of cash savings paid | 85.00% |
Indefinite-lived Intangible Assets | $ 0 |
Parent Company [Member] | Common Class A [Member] | |
Segment Reporting Other Significant Reconciling Item [Line Items] | |
Common stock conversion basis | one-for-one |
Revenue from Contracts With C_3
Revenue from Contracts With Customers - Summary of Revenue from Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Net commissions and fees | $ 1,432,179 | $ 1,016,685 | $ 758,448 |
Wholesale brokerage [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Net commissions and fees | 931,979 | 673,090 | 508,503 |
Binding authorities [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Net commissions and fees | 209,622 | 144,837 | 103,853 |
Underwriting management [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Net commissions and fees | $ 290,578 | $ 198,758 | $ 146,092 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Contract asset | $ 6.7 | $ 8.8 | |
Contract liabilities | 0 | $ 1.1 | |
Binding Authorities [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue Increased | $ 13 | $ 8.9 |
Merger and Acquisition Activi_3
Merger and Acquisition Activity - Additional Information (Detail) - USD ($) | Dec. 01, 2021 | Jul. 21, 2021 | Sep. 01, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business acquisition, total consideration | $ 108,883,000 | $ 717,961,000 | $ 120,897,000 | ||||
Maximum contingent consideration obligation | 129,200,000 | 102,400,000 | |||||
Total consideration transferred, net of cash acquired | $ 151,600 | ||||||
Accounts Payable and Accrued Liabilities [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business combination contingent consideration fair value current | 14,400,000 | 5,500,000 | |||||
Other Non-Current Liabilities [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business combination contingent consideration fair value non current | 27,600,000 | 16,600,000 | |||||
Employee Benefits [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 8,000,000 | ||||||
Onex [Member] | Parent Company [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business combination assets acquired | $ 83,500,000 | ||||||
Business combination consideration net of cash acquired | $ 343,200,000 | ||||||
Onex [Member] | Parent Company [Member] | Common Stock [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Stock issued upon conversion | 14,617,675 | ||||||
Onex [Member] | Redeemable Preferred Units [Member] | Parent Company [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Number of shares acquired during period | 260,000,000 | ||||||
Onex [Member] | Common Class A [Member] | Parent Company [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Stock issued during period shares, Conversion of units | 20,680,420 | ||||||
Onex [Member] | Common Class X [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Common stock repurchase and retirement | 640,784 | ||||||
Ryan Re [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business acquisition, percentage of voting interests acquired | 53.00% | ||||||
Impairments of acquired goodwill and other intangible assets | 0 | ||||||
Crouse [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business acquisition, total consideration | $ 110,600,000 | ||||||
Keystone [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business combination assets acquired | $ 59,800,000 | ||||||
ARL [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business acquisition, total consideration | 814,900,000 | ||||||
Business combination consideration net of cash acquired | 40,800,000 | ||||||
Total consideration transferred, net of cash acquired | 1,223,300,000 | ||||||
Business acquisition, equity interest issued or Issuable, value | 102,000,000 | ||||||
ARL [Member] | Long Term Incentive Plan [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ 257,600,000 | ||||||
Socius Insurance Services [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business combination assets acquired | 1,300,000 | ||||||
JEM Underwriting Managers, LLC [Member] | |||||||
Business Acquisition Contingent Consideration [Line Items] | |||||||
Business combination consideration net of cash acquired | $ 4,000,000 |
Merger and Acquisition Activi_4
Merger and Acquisition Activity - Summary of Change in Contingent Consideration and Interest Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition Contingent Consideration [Line Items] | |||
Change in contingent consideration | $ 2,891 | $ (1,301) | $ (1,595) |
Interest expense | 748 | 1,197 | 1,009 |
Total | $ 3,639 | $ (104) | $ (586) |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost And Reserve [Line Items] | ||
Restructuring plan | $ 25,000 | |
Restructuring Costs | 14,380 | $ 10,840 |
Cumulative restructuring costs | 25,200 | |
Minimum [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring costs | 30,000 | |
Maximum [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring costs | $ 35,000 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | $ 14,380 | $ 10,840 | |
Compensation And Benefits [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | 9,934 | 10,139 | |
Occupancy And Other Costs [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring Costs | [1] | $ 4,446 | $ 701 |
[1] | Occupancy and other costs are included within General and administrative expenses within the Consolidated Statements of Income |
Restructuring - Summary of Chan
Restructuring - Summary of Changes in the Restructuring Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | ||
Beginning balance | $ 7,049 | |
Accrued costs | 14,380 | $ 10,840 |
Payments | 21,022 | 3,791 |
Ending balance | 407 | 7,049 |
Compensation And Benefits [Member] | ||
Disclosure Of Changes In The Restructuring Liability [Line Items] | ||
Beginning balance | 7,049 | |
Accrued costs | 9,934 | 10,139 |
Payments | 16,576 | 3,090 |
Ending balance | 407 | 7,049 |
Occupancy And Other Costs [Member] | ||
Disclosure Of Changes In The Restructuring Liability [Line Items] | ||
Beginning balance | 0 | |
Accrued costs | 4,446 | 701 |
Payments | 4,446 | 701 |
Ending balance | $ 0 | $ 0 |
Receivables and Current Asset_2
Receivables and Current Assets - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables And Current Assets [Abstract] | ||
Commissions and fees receivable – net | $ 210,252 | $ 177,699 |
Receivables and Current Asset_3
Receivables and Current Assets - Summary of Company's Allowance for Expected Credit Losses (Detail) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables And Current Assets [Abstract] | ||
Beginning of period | $ 2,916 | $ 1,555 |
Write-offs | 2,636 | 731 |
Increase in provision | 2,228 | 2,092 |
End of period | $ 2,508 | $ 2,916 |
Receivables and Current Asset_4
Receivables and Current Assets - Summary of Major Classes of Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Receivables And Current Assets [Abstract] | |||
Prepaid expenses | $ 13,434 | $ 11,973 | |
Service receivables | [1] | 644 | 508 |
Deferred offering costs | [2] | 0 | 1,459 |
Other current receivables | 1,804 | 1,131 | |
Total other current assets | $ 15,882 | $ 15,071 | |
[1] | Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 21, Related Parties . | ||
[2] | Deferred offering costs consist of legal, accounting, and other fees related to the IPO. Deferred offering costs totaling $ 13.2 million were offset against the proceeds upon the completion of the IPO in July 2021. Total offering costs related to the IPO were $ 90.1 million, including these deferred offering costs and the underwriting discount. |
Receivables and Current Asset_5
Receivables and Current Assets - Summary of Major Classes of Other Current Assets (Parenthetical) (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsidiary Sale Of Stock [Line Items] | |||
Deferred offering costs | [1] | $ 0 | $ 1,459 |
IPO [Member] | |||
Subsidiary Sale Of Stock [Line Items] | |||
Deferred offering costs | 13,200 | ||
Total offering costs | $ 90,100 | ||
[1] | Deferred offering costs consist of legal, accounting, and other fees related to the IPO. Deferred offering costs totaling $ 13.2 million were offset against the proceeds upon the completion of the IPO in July 2021. Total offering costs related to the IPO were $ 90.1 million, including these deferred offering costs and the underwriting discount. |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 107.7 | $ 63.6 |
Internally Developed Software [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Capitalized Computer Software, Gross | $ 7.1 | $ 5.8 |
Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 3 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Goodwill Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 1,224,196 | $ 528,512 |
Acquisitions | 85,299 | 695,297 |
Measurement period adjustments | (228) | (162) |
Impact of exchange rate changes | 549 | |
Goodwill, ending balance | $ 1,309,267 | $ 1,224,196 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Changes in Net Carrying Amount of Finite-lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 973,401 | $ 884,719 | |
Accumulated Amortization | (399,471) | (279,955) | |
Net Carrying Amount | 573,930 | 604,764 | |
Internally Developed Software [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 31,567 | 24,480 | |
Accumulated Amortization | (8,064) | (3,088) | |
Net Carrying Amount | 23,503 | 21,392 | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | [1] | 919,349 | 846,181 |
Accumulated Amortization | [1] | (375,680) | (272,029) |
Net Carrying Amount | [1] | 543,669 | 574,152 |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | [2] | 22,485 | 14,058 |
Accumulated Amortization | [2] | (15,727) | (4,838) |
Net Carrying Amount | [2] | $ 6,758 | $ 9,220 |
[1] | (1) The increase in customer relationships for the year ended December 31, 2021 is due to the Company acquiring $ 68.8 million of | ||
[2] | related intangibles from the Crouse and Keystone acquisitions. The acquired customer relationships have a weighted average amortization period of 12 years. (2) The increase in trade names for the year ended December 31, 2021 is due to the Company acquiring $ 1.3 million of related intangibles from the Crouse and Keystone acquisitions. The acquired trade names have a weighted average amortization period o f 3 y ears. |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Changes in Net Carrying Amount of Finite-lived Intangible Assets (Parenthetical) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Increase in related intangibles due | $ 68.8 |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Increase in related intangibles due | $ 1.3 |
Weighted average amortization period | 3 years |
Goodwill and Other Intangible_7
Goodwill and Other Intangible Assets - Schedule of Estimated Future Amortization for Finite-lived Intangible Assets (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Internally Developed Software [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | $ 5,925 |
2023 | 5,782 |
2024 | 5,213 |
2025 | 4,041 |
2026 | 2,117 |
Thereafter | 425 |
Total | 23,503 |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | 93,869 |
2023 | 82,363 |
2024 | 71,740 |
2025 | 62,080 |
2026 | 52,284 |
Thereafter | 181,333 |
Total | 543,669 |
Trade Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
2022 | 3,799 |
2023 | 2,546 |
2024 | 413 |
2025 | |
2026 | |
Thereafter | |
Total | $ 6,758 |
Equity Method Investment - Addi
Equity Method Investment - Additional Information (Details) - USD ($) $ in Thousands | Mar. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 01, 2019 |
Schedule of Equity Method Investments [Line Items] | |||||
Total invested capital | $ 45,417 | $ 47,216 | $ 22,522 | ||
Capital Commitment | $ 23,500 | ||||
Geneva Re [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total invested capital | 47,000 | ||||
Ryan Specialty Group Llc [Member] | Ryan Investment Holdings [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Total invested capital | $ 47,000 | $ 23,500 | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 47.00% | 47.00% |
Equity Method Investment - Sche
Equity Method Investment - Schedule Of Losses On Geneva Re's Investment Portfolio (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |||
Equity Method Investments - Beginning Balance | $ 47,216 | $ 22,522 | |
Invested capital | 23,500 | ||
Income from equity method investment in related party | (759) | 440 | $ (978) |
Change in share of equity method investment in related party other comprehensive income (Loss) | (1,040) | 754 | |
Equity Method Investments - Ending Balance | $ 45,417 | $ 47,216 | $ 22,522 |
Fiduciary Assets and Liabilit_2
Fiduciary Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fiduciary Assets And Liabilities [Abstract] | ||
Fiduciary liabilities current | $ 2,390.2 | $ 1,978.2 |
Leases - Summary of lease cost
Leases - Summary of lease cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 24,069 | $ 19,510 |
Finance Lease Costs [Abstract] | ||
Amortization of leased assets | 144 | 102 |
Interest on lease liabilities | 3 | 2 |
Short Term Lease Costs [Abstract] | ||
Operating lease cost | 536 | 1,906 |
Short Term Lease Costs on Finance Lease Cost [Abstract] | ||
Amortization of leased assets | 9 | 11 |
Interest on lease liabilities | 1 | 1 |
Sublease income | (382) | (450) |
Lease, Cost, Total | 24,380 | 21,082 |
Cash Paid For Amounts Included In The Measurement Of Lease Liabilities [Abstract] | ||
Operating cash flows from operating leases | 27,550 | 18,586 |
Operating cash flows from finance leases | 156 | 117 |
Non Cash Related Activities [Abstract] | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 11,714 | 35,766 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 132 | |
Weighted Average Discount Rate [Abstract] | ||
Operating leases | 3.85% | 3.72% |
Finance leases | 3.16% | 3.01% |
Weighted Average Remaining Lease Term [Abstract] | ||
Operating leases | 6 years | 6 years 2 months 12 days |
Finance leases | 2 years 8 months 12 days | 2 years 2 months 12 days |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Lease Right of Use Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Supplemental Balance Sheet Information Related To Lease Right Of Use Assets [Abstract] | ||
Right-of-use assets – operating leases – net | $ 84,778 | $ 93,715 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating Lease Liability Current | Operating Lease Liability Current |
Right-of-use assets – finance leases – net | $ 96 | $ 226 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | Other Liabilities Noncurrent |
Total lease right-of-use assets – net | $ 84,874 | $ 93,941 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Supplemental Balance Sheet Information Related To Lease Liabilities [Abstract] | ||
Operating lease liabilities | $ 18,783 | $ 19,880 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities | Operating lease liabilities |
Finance , Current | $ 39 | $ 147 |
Operating lease liabilities | $ 74,386 | $ 83,737 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities | Operating lease liabilities |
Finance , Non-current | $ 57 | $ 78 |
Total lease liabilities | $ 93,265 | $ 103,842 |
Leases - Summary of Estimated F
Leases - Summary of Estimated Future Minimum Payments of Operating and Financing Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Future Minimum Rental Payments For Operating Leases And Finance Leases [Abstract] | ||
Finance Lease, 2022 | $ 41 | |
Finance Lease, 2023 | 37 | |
Finance Lease, 2024 | 18 | |
Finance Lease, 2025 | 4 | |
Finance Lease, 2026 | 0 | |
Finance Lease, Thereafter | 0 | |
Finance Lease, Total undiscounted future lease payments | 100 | |
Finance Lease, Less imputed interest | 4 | |
Finance Lease, Liability, Total | 96 | $ 225 |
Operating Leases, 2022 | 21,637 | |
Operating Leases, 2023 | 19,168 | |
Operating Leases, 2024 | 15,761 | |
Operating Leases, 2025 | 12,560 | |
Operating Leases, 2026 | 11,008 | |
Operating Leases, Thereafter | 25,241 | |
Operating Leases, Total undiscounted future lease payments | 105,375 | |
Operating Leases, Less imputed interest | (12,206) | |
Operating Lease, Liability, Total | $ 93,169 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessor Lease Description [Line Items] | ||
Sublease income | $ 382 | $ 450 |
Total future estimated lease liability | 119,600 | |
Arithmetic Average [Member] | ||
Lessor Lease Description [Line Items] | ||
Sublease income | $ 200 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total repayments | $ 1,590,096 | $ 1,585,350 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Operating Lease Liability Noncurrent | Operating Lease Liability Noncurrent |
Finance lease obligation | $ 96 | $ 225 |
Unsecured promissory notes | 0 | 363 |
Units subject to mandatory redemption | 4,267 | 3,866 |
Less current portion | (23,469) | (19,158) |
Long-term debt | 1,566,627 | 1,566,192 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total repayments | 1,578,972 | 1,578,930 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total repayments | 387 | 15 |
Commercial Paper [Member] | Commercial notes interest rate 2.50% due June 01 ,2021 [Member] | ||
Debt Instrument [Line Items] | ||
Total repayments | 0 | 1,951 |
Commercial Paper [Member] | Commercial notes interest rate 1.66% due June 01 ,2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total repayments | 1,656 | 0 |
Commercial Paper [Member] | Commercial notes interest rate 1.66% due July 15, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total repayments | 745 | 0 |
Commercial Paper [Member] | Commercial notes interest rate 1.66% due July 21, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total repayments | $ 3,973 | $ 0 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Interest rate | 1.00% | ||
Commercial notes interest rate 2.50% due June 01 ,2021 [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument maturity date | Jun. 1, 2021 | ||
Commercial notes interest rate 1.66% due June 01 ,2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.50% | ||
Debt instrument maturity date | Jun. 1, 2022 | ||
Commercial notes interest rate 1.66% due July 15, 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.66% | ||
Debt instrument maturity date | Jul. 15, 2022 | ||
Commercial notes interest rate 1.66% due July 21, 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 1.66% | ||
Debt instrument maturity date | Jul. 21, 2022 | ||
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, Term | 7 years | ||
Interest rate | 3.00% | 3.25% | |
Debt instrument maturity date | Sep. 1, 2027 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, Term | 5 years | ||
Interest rate | 3.00% | 3.25% | |
Debt instrument maturity date | Jul. 26, 2026 | ||
Commitment fee percentage | 0.50% |
Debt - Schedule of future matur
Debt - Schedule of future maturities of long-term debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 23,469 | |
2023 | 16,536 | |
2024 | 16,517 | |
2025 | 16,504 | |
2026 | 16,500 | |
Thereafter | 1,551,143 | |
Total repayments | 1,640,669 | |
Unamortized discounts, premiums, and debt issuance costs | (50,573) | |
Total | $ 1,590,096 | $ 1,585,350 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jul. 26, 2021 | Dec. 18, 2019 | Jun. 13, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Write off of deferred debt issuance cost | $ 8,600,000 | |||||
Accrued interest | 1,000,000 | $ 600,000 | ||||
Line of Credit Facility, Current Borrowing Capacity | 598,700,000 | 298,700,000 | ||||
Line Of Credit Facility Increase Decrease For Period Net | 1,300,000 | 1,300,000 | ||||
Increase in the principal of the revolving credit facility | 1,300,000 | 1,300,000 | ||||
Acquisition cost and fair value of units | $ 3,300,000 | |||||
Implicit rate | 9.80% | |||||
Debt Instrument Interest Rate Stated Percentage | 1.00% | |||||
Series A Preferred Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Annual dividend accumulation rate | 10.00% | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred issuance cost | $ 8,700,000 | 9,800,000 | ||||
Decrease in established borrowing margins on outstanding balances | 0.25% | |||||
Amortization period | 5 years | |||||
Borrowing capacity | $ 300,000,000 | |||||
Unpaid commitment fees | $ 400 | |||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility Increase Decrease For Period Net | $ 300,000,000 | |||||
Increase in the principal of the revolving credit facility | 300,000,000 | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.25% | |||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line Of Credit Facility Increase Decrease For Period Net | 600,000,000 | |||||
Increase in the principal of the revolving credit facility | $ 600,000,000 | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | |||||
Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment, Principal | $ 1,650,000,000 | |||||
Annual principal payment | 1,629,400,000 | |||||
Accrued interest | 200,000 | |||||
Unamortized debt issuance expense | $ 50,600 | |||||
Debt instrument maturity date | Sep. 1, 2027 | |||||
Debt Instrument Interest Rate Stated Percentage | 3.00% | 3.25% | ||||
Unsecured Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Issuance of unsecured promisory notes | $ 400,000 | |||||
Debt Instrument Description Of Variable Rate Basis | The note had a variable interest rate equal to the greater of 4.0% or the current LIBOR rate plus 1.0% | |||||
Debt instrument maturity date | Aug. 9, 2021 | |||||
Ryan Specialty Group, LLC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Acquisition Costs | $ 3,300,000 | |||||
Number of units,Vested | 200,000 | |||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 47.00% |
Stockholders' and Members' Eq_2
Stockholders' and Members' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Jul. 31, 2021 | Jul. 26, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Stock [Line Items] | ||||||
Preferred Stock, Shares Outstanding | 0 | |||||
Dividend declared or outstanding | $ 0 | |||||
Company owned LLC Common Units | $ 71,090 | $ (76,489) | $ (89,258) | |||
RSG LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 42.60% | 42.40% | ||||
Minority Interest Ownership Percentage By Noncontrolling Owners | 57.40% | 57.60% | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 57.40% | 57.60% | ||||
IPO [Member] | RSG LLC [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Minority Interest Ownership Percentage By Noncontrolling Owners | 57.60% | |||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 57.60% | |||||
Preferred Blocker Entity [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common units issued | 14,617,675 | |||||
Founder [Member] | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock Repurchased During Period, Shares | 74,990,000 | |||||
Stock Repurchased During Period, Value | $ 78,300 | |||||
Preferred units, reflects par value | $ 75,000 | |||||
Redeemable Preferred Units [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Preferred units, outstanding | 260,000,000 | |||||
Common Class A [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, Shares authorized | 1,000,000,000 | |||||
Common stock, Par value | $ 0.001 | |||||
Common Stock, Voting Rights | Each share of Class A common stock is entitled to one vote per share. | |||||
Common Stock, Shares, Issued | 109,894,548 | |||||
Common Stock, Shares, Outstanding | 109,894,548 | |||||
Common Class A [Member] | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Stock Repurchased During Period, Shares | 8,224,708 | |||||
Common stock, Shares authorized | 1,000,000,000 | |||||
Common stock, Par value | $ 0.001 | |||||
Common Class A [Member] | Onex [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common Stock, Shares, Issued | 20,680,420 | |||||
Common Class B [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, Shares authorized | 1,000,000,000 | |||||
Common stock, Par value | $ 0.001 | |||||
Common Stock, Voting Rights | Each share of Class B common stock is initially entitled to 10 votes per share and, upon the occurrence of certain events, shall be entitled to one vote per share. | |||||
Common Stock, Shares, Issued | 149,162,107 | |||||
Common Stock, Shares, Outstanding | 149,162,107 | |||||
Common Class B [Member] | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, Shares authorized | 1,000,000,000 | |||||
Common stock, Par value | $ 0.001 | |||||
Common Class X [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, Shares authorized | 10,000,000 | |||||
Common stock, Par value | $ 0.001 | |||||
Common Stock, Voting Rights | The shares of Class X common stock have no economic or voting rights. | |||||
Common Stock, Shares, Issued | 640,784 | |||||
Common Stock, Shares, Outstanding | 0 | |||||
Common Class X [Member] | IPO [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common stock, Shares authorized | 10,000,000 | |||||
Common Class X [Member] | Onex [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common Stock, Shares, Issued | 640,784 | |||||
Common Units Converted [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Common units issued | 234,374,281 |
Redeemable Preferred Units - Ad
Redeemable Preferred Units - Additional Information (Detail) - USD ($) | Jul. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | |||
Percentage of repurchase redeemable preferred units | 100.00% | ||
Dividends | $ 7,000,000 | $ 6,400,000 | |
Fair value of the redeemable preferred unit | $ 67,300,000 | $ 0 | 30,400,000 |
Accounts Payable and Accrued Liabilities [Member] | |||
Class Of Stock [Line Items] | |||
Unpaid Preferred Dividends Value | 9,500,000 | ||
Redeemable Preferred Units [Member] | |||
Class Of Stock [Line Items] | |||
Preferred Units, Issued | 260,000,000 | ||
Preferred units, outstanding | 260,000,000 | ||
Preferred unit carrying values | $ 260,000 | 239,600,000 | |
Unpaid Preferred Dividends Value | 23,900,000 | $ 3,600,000 | |
Redeemable Preferred Units [Member] | Accounts Payable and Accrued Liabilities [Member] | |||
Class Of Stock [Line Items] | |||
Unpaid Preferred Dividends Value | $ 16,200,000 | ||
Onex [Member] | |||
Class Of Stock [Line Items] | |||
Preferred Units, Issued | 260,000,000 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 26, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting Rights | The Staking Options vest over 10 years from the grant date, with 10% vesting in each of years 3 through 9 and 30% vesting in year 10 | |||
Expected dividend rate | 0.00% | |||
Discount rate | 10.50% | |||
Equity-based compensation expense | $ 86,456,000 | |||
Equity based compensation recognized expense | $ 86,500,000 | $ 10,200,000 | $ 7,800,000 | |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,521,997 | |||
Restricted Stock [Member] | Pro Rata [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Restricted Stock [Member] | IPO [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value, Granted | $ 21.15 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,076,870 | |||
Number of units,Vested | 5,554,873 | |||
Restricted Stock [Member] | Employee [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expected term | 5 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 4,339,738 | |||
Award Vesting Rights | 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 | |||
Share price | $ 23.50 | |||
Discount rate | 2.40% | |||
Restricted Stock Units (RSUs) [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting Rights, Percentage | 10.00% | |||
Restricted Stock Units (RSUs) [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Award Vesting Rights, Percentage | 30.00% | |||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 9 years | |||
Restricted Stock Units (RSUs) [Member] | Pro Rata [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Restricted Stock Units (RSUs) [Member] | Pro Rata [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Reload Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value, Granted | $ 23.50 | |||
Award Vesting Rights | The Reload Options vest either 100% 3 years from the grant date or over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5. | |||
Share price | $ 23.50 | |||
Reload Options [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting Rights, Percentage | 100.00% | |||
Reload Options [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 4 years | |||
Reload Options [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expected term | 6 years 6 months | |||
Risk-free rate | 0.94% | |||
Reload Options [Member] | Minimum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Reload Options [Member] | Minimum [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Reload Options [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expected term | 7 years | |||
Risk-free rate | 1.02% | |||
Reload Options [Member] | Maximum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Reload Options [Member] | Maximum [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Reload Options [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value, Granted | $ 6.66 | |||
Staking Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award expected term | 9 years 1 month 6 days | |||
Weighted Average Grant Date Fair Value, Granted | $ 23.50 | |||
Risk-free rate | 1.19% | |||
Staking Options [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting Rights, Percentage | 10.00% | |||
Staking Options [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Award Vesting Rights, Percentage | 30.00% | |||
Staking Options [Member] | Minimum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Staking Options [Member] | Maximum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 9 years | |||
Staking Options [Member] | Pro Rata [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Staking Options [Member] | Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value, Granted | $ 7.82 | |||
Restricted Common Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 6,631,926 | |||
Restricted Common Units [Member] | Pro Rata [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Restricted Common Units [Member] | IPO [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 27,493,192 | |||
Number of units,Vested | 20,861,266 | |||
Restricted LLC Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,543,277 | |||
Award Vesting Rights | 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 30% vesting in year 10. Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units. | |||
Common stock conversion basis | one-for-one | |||
Restricted LLC Units [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting Rights, Percentage | 10.00% | |||
Restricted LLC Units [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Award Vesting Rights, Percentage | 30.00% | |||
Restricted LLC Units [Member] | Minimum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Restricted LLC Units [Member] | Maximum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 9 years | |||
Restricted LLC Units [Member] | Pro Rata [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Restricted LLC Units [Member] | Pro Rata [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Class C Incentive Unit Reload Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value, Granted | $ 11.57 | |||
Award Vesting Rights | The Reload Class C Incentive Units vest either 100% 3 years from the grant date or over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5. The weighted-average grant date fair value of Reload Class C Incentive Units issued during the year ended December 31, 2021 was $11.57. | |||
Class C Incentive Unit Reload Options [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting Rights, Percentage | 100.00% | |||
Class C Incentive Unit Reload Options [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 4 years | |||
Class C Incentive Unit Reload Options [Member] | Minimum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Class C Incentive Unit Reload Options [Member] | Minimum [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Class C Incentive Unit Reload Options [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Class C Incentive Unit Reload Options [Member] | Maximum [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Class C Incentive Unit Staking Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Grant Date Fair Value, Granted | $ 12.02 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 2,116,667 | |||
Award Vesting Rights | 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. The weighted-average grant date fair value of Staking Class C Incentive Units granted during the year ended December 31, 2021 was $12.02. | |||
Risk-free rate | 1.90% | |||
Equity-based compensation expense | $ 22,694,000 | |||
Class C Incentive Unit Staking Options [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting Rights, Percentage | 10.00% | |||
Class C Incentive Unit Staking Options [Member] | Tranche 2 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Award Vesting Rights, Percentage | 30.00% | |||
Class C Incentive Unit Staking Options [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Discount rate | 6.00% | |||
Class C Incentive Unit Staking Options [Member] | Minimum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 3 years | |||
Class C Incentive Unit Staking Options [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Discount rate | 19.10% | |||
Class C Incentive Unit Staking Options [Member] | Maximum [Member] | Tranche 1 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 9 years | |||
Class C Incentive Unit Staking Options [Member] | Pro Rata [Member] | Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Class C Incentive Unit Staking Options [Member] | Pro Rata [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 10 years | |||
Director Stock Grants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 495,000 | |||
Common Class A [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award Vesting period | 5 years | |||
Common Class A [Member] | IPO [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share price | $ 23.50 | |||
Common Class A [Member] | Staking Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share price | $ 23.50 | |||
Common Class A [Member] | Class C Incentive Unit Reload Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock equals or exceeds IPO price | $ 23.50 | |||
Common stock conversion basis | one-to-one | |||
Common Class A [Member] | Class C Incentive Unit Staking Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock equals or exceeds IPO price | $ 23.50 | |||
Common stock conversion basis | one-to-one | |||
Common Class A [Member] | Director Stock Grants [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Equity-based compensation expense | $ 500 |
Equity based compensation - Sum
Equity based compensation - Summary restricted stock Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 4,521,997 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 1,299,363 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 3,222,634 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 21.15 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 21.15 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 21.15 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 4,339,738 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 9,634 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 4,330,104 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 22.95 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 23.34 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 22.95 |
Restricted Common Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 6,631,926 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares | 888,406 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 5,743,520 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 23.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ / shares | 23.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 23.84 |
Restricted LLC Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 1,543,277 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | shares | 1,543,277 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 25.05 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value | $ / shares | $ / shares | $ 25.05 |
Equity based compensation - S_2
Equity based compensation - Summary of stock options (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Reload Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of options, Granted | shares | 4,592,319 |
Number of options, Ending of period | shares | 4,592,319 |
Weighted average exercise price, granted | $ 23.50 |
Weighted Average Grant Date Fair Value, End of period | $ 23.50 |
Staking Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of options, Granted | shares | 66,667 |
Number of options, Ending of period | shares | 66,667 |
Weighted average exercise price, granted | $ 23.50 |
Weighted Average Grant Date Fair Value, End of period | $ 23.50 |
Class C Incentive Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number | shares | 3,911,490 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 3,911,490 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 23.50 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Weighted Average Grant Date Fair Value | $ 23.50 |
Class C Incentive Unit Staking Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Number | shares | 2,116,667 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 2,116,667 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 23.50 |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Weighted Average Grant Date Fair Value | 23.50 |
Weighted average exercise price, granted | $ 12.02 |
Equity based compensation - Sch
Equity based compensation - Schedule of Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Reload Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Volatility | 25.00% |
Dividend yield | 0.00% |
Reload Options [Member] | Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award expected term | 6 years 6 months |
Risk-free rate | 0.94% |
Fair value per unit | $ 6.42 |
Reload Options [Member] | Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award expected term | 7 years |
Risk-free rate | 1.02% |
Fair value per unit | $ 6.72 |
Staking Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Volatility | 25.00% |
Award expected term | 9 years 1 month 6 days |
Risk-free rate | 1.19% |
Fair value per unit | $ 7.82 |
Dividend yield | 0.00% |
Equity based compensation - S_3
Equity based compensation - Schedule of Aggregate Intrinsic Value and Weighted Average Remaining Contractual Term (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Reload Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 77,381 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 7 months 6 days |
Staking Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,123 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years 7 months 6 days |
Equity based compensation - S_4
Equity based compensation - Summary of recognized and unrecognized Equity based compensation expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 193,295 |
Equity-based compensation expense | 86,456 |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 18,676 |
Weighted Average Remaining Service Period (years) | 2 years 8 months 12 days |
Restricted Stock [Member] | Pre-IPO Equity-Based Compensation Expense [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 9,477 |
Equity-based compensation expense | 3,323 |
Restricted Stock Units (RSUs) [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 81,319 |
Weighted Average Remaining Service Period (years) | 6 years 10 months 24 days |
Stock Option Reload Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 6,901 |
Weighted Average Remaining Service Period (years) | 4 years 1 month 6 days |
Stock Option Staking Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 483 |
Weighted Average Remaining Service Period (years) | 9 years 7 months 6 days |
Restricted Common Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 18,663 |
Weighted Average Remaining Service Period (years) | 2 years |
Restricted Common Units [Member] | Pre-IPO Equity-Based Compensation Expense [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 5,988 |
Equity-based compensation expense | 1,859 |
Restricted LLC Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 35,413 |
Weighted Average Remaining Service Period (years) | 9 years |
Reload Class C Incentive Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | $ 9,146 |
Weighted Average Remaining Service Period (years) | 3 years 3 months 18 days |
Class C Incentive Unit Staking Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted Average Remaining Service Period (years) | 8 years 1 month 6 days |
Equity-based compensation expense | $ 22,694 |
Continuing expense from exchanged awards LLC [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation expense | 8,457 |
Modification of vested Restricted Stock and Restricted Common Units [Member] | Impact Of Replacement Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation expense | 31,142 |
Incremental Restricted Stock and Reload Options [Member] | Impact Of Replacement Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | 16,101 |
Equity-based compensation expense | 6,779 |
Incremental Restricted Common Units and Reload Class C Incentive Units [Member] | Impact Of Replacement Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | 21,821 |
Equity-based compensation expense | 10,170 |
RSUs And Staking Options [Member] | IPO Award [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | 81,802 |
Equity-based compensation expense | 18,234 |
RLUs And Staking Class C Incentive Units [Member] | IPO Award [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation unrecognized expense | 58,106 |
Equity-based compensation expense | 5,997 |
Director Stock Grants [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Equity-based compensation expense | $ 495 |
Loss Per Share - Schedule of Lo
Loss Per Share - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
NET INCOME | $ 56,632 | $ 70,513 | $ 63,057 | |
Less: Net income (loss) attributable to non-controlling interests | (9,241) | 2,409 | (1,109) | |
Net Income (Loss) Attributable to Parent | $ (7,064) | 65,873 | $ 68,104 | $ 64,166 |
Common Class A [Member] | ||||
Net income (loss) attributable to Class A common shareholders- basic and diluted | $ 7,064 | |||
Basic and diluted | 105,730,008 | |||
Basic and diluted | $ (0.07) | |||
RSG LLC [Member] | ||||
Net Income Loss Attributable Before Organizational Transactions | $ 72,937 |
Loss Per Share - Schedule of Nu
Loss Per Share - Schedule of Number of Shares Excluded from Calculation of Diluted Loss Per Share (Details) | 12 Months Ended | |
Dec. 31, 2021shares | ||
Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,216,435 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,037,589 | |
Reload Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,592,319 | |
Staking Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 66,667 | |
Restricted Common Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,743,520 | |
RLUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,543,277 | |
Reload Class C Incentive Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,911,490 | |
Staking Class C Incentive Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,116,667 | |
Conversion Of Non Controlling Interest LLC Common Units [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 142,967,621 | [1] |
[1] | Weighted average shares outstanding from the date of the IPO to December 31, 2021. |
Derivatives - Additional Inform
Derivatives - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||
Derivative, Interest Rate Swap | 0.00% | ||
Increase (Decrease) in cash flow | $ 36.9 | $ 31.9 | $ 5.2 |
Derivatives - Summary of Fair V
Derivatives - Summary of Fair Value of Derivatives not Designated as Hedging Instruments (Detail) - Accounts Payable and Accrued Liabilities [Member] - Not Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | $ 0 | $ 30,423 |
Redeemable Preferred Unit embedded derivatives [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, Fair Value, Net | $ 0 | $ 30,423 |
Derivatives - Summary of the Ga
Derivatives - Summary of the Gains and Losses Recognized in Earnings (Detail) - Other Nonoperating Income (Expense) [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total derivatives not designated as hedging instruments | $ 36,914 | $ 31,925 | $ 5,155 |
Interest Rate Contract [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total derivatives not designated as hedging instruments | 3,208 | 5,155 | |
Redeemable Preferred Unit embedded derivatives [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Total derivatives not designated as hedging instruments | $ 36,914 | $ 28,717 | $ 0 |
Employee Benefit Plans, Prepa_3
Employee Benefit Plans, Prepaid and Long-Term Incentives - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||||
Defined Contribution Plan, Employee contribution, percent | 50.00% | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 14,800,000 | $ 10,400,000 | $ 8,100,000 | |
Compensation expense | 1,800,000 | 1,800,000 | 900,000 | |
Accrued compensation current | 4,200,000 | 1,500,000 | ||
Liabilities Current | 2,918,141,000 | 2,482,321,000 | ||
Amortization | 107,877,000 | 63,567,000 | 48,301,000 | |
Obligation Payable | 6,900,000 | |||
Total sales bonus | 328,000,000 | |||
Sales bonuses | 24,300,000 | |||
Sales bonuses | 114,700,000 | |||
LTIP awards | 303,700,000 | |||
Pre-combination service | $ 257,600,000 | |||
LTIPs, termination date | Aug. 10, 2021 | |||
Compensation and benefits | $ 991,618,000 | 686,155,000 | 494,391,000 | |
LTIP expenses | 70,400,000 | |||
Deferred Compensation Liability Current | 4,200,000 | 1,500,000 | ||
Post-combination services after forfeitures | 36,600,000 | 11,300,000 | ||
Remaining expense | 20,400,000 | |||
Cash payment for LTIP | $ 111,400,000 | 99,700,000 | 114,700,000 | |
Accrued Compensation Current [Member] | ||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||||
Accrued compensation current | 5,200,000 | 4,600,000 | ||
Deferred Compensation Liability Current | 5,200,000 | 4,600,000 | ||
Accrued Compensation Non Current [Member] | ||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||||
Accrued compensation current and non current | 200,000 | 3,900,000 | ||
All Risks Long-Term Incentive Plans [Member] | ||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||||
LTIP awards | 91,000,000 | 154,200,000 | ||
Post-combination services after forfeitures | 2,200,000 | |||
Forgivable Notes [Member] | ||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||||
Forgivable Notes | 31,200,000 | 43,300,000 | ||
Interest and Other Income | 900,000 | 1,300,000 | 1,400,000 | |
Amortization | $ 7,200,000 | $ 8,600,000 | $ 9,700,000 | |
Weighted average interest | 2.40% | 2.40% | ||
Compensation and benefits | $ 5,300,000 | |||
Employee Incentives Member | ||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | ||||
Compensation expense | $ 800,000 | 200 | ||
Retention incentives | $ 1,900,000 | $ 1,700,000 | ||
Average term of incentives | 3 years 10 months 24 days |
Employee Benefit Plans, Prepa_4
Employee Benefit Plans, Prepaid and Long-Term Incentives - Summary of Estimated Future Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Forgivable Notes | |
Defined Benefit Plan Plan Assets Allocation [Line Items] | |
2022 | $ 6,980 |
2023 | 6,560 |
2024 | 5,584 |
2025 | 4,574 |
2026 | 2,921 |
Thereafter | 4,567 |
Total | 31,186 |
Retention Incentives | |
Defined Benefit Plan Plan Assets Allocation [Line Items] | |
2022 | 771 |
2023 | 588 |
2024 | 221 |
2025 | 209 |
2026 | 125 |
Thereafter | 8 |
Total | 1,922 |
Prepaid Incentives | |
Defined Benefit Plan Plan Assets Allocation [Line Items] | |
2022 | 7,751 |
2023 | 7,148 |
2024 | 5,805 |
2025 | 4,783 |
2026 | 3,046 |
Thereafter | 4,575 |
Total | $ 33,108 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entities [Abstract] | ||
Tax receivable agreement liabilities | $ 272,100 | $ 0 |
Deferred tax assets | $ 382,753 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Discount rate | 10.50% | ||
Liabilities measured at fair value | $ 0 | $ 30,400,000 | |
Fair value transfers related to purchases, issues and sales | 0 | ||
Unrealized gains or losses | 0 | ||
Payment of contingent consideration | 4,495,000 | 0 | $ 0 |
Payment for contingent consideration | $ 1,200,000 | ||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0006 | ||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0085 | ||
Measurement Input, Price Volatility [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.15 | ||
Measurement Input, Price Volatility [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.35 | ||
Measurement Input, Credit Spread [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0230 | ||
Measurement Input, Credit Spread [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0320 | ||
Measurement Input, Discount Rate [Member] | Minimum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.052 | ||
Measurement Input, Discount Rate [Member] | Maximum [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.128 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value | $ 42,053,000 | 52,519,000 | 25,807,000 |
Settlements on liabilities | 73,030,000 | (1,272,000) | |
Fair Value, Inputs, Level 3 [Member] | Accounts Payable and Accrued Liabilities [Member] | Fair Value, Recurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value | 30,423,000 | 891,000 | |
Settlements on liabilities | 67,337,000 | ||
Fair Value, Inputs, Level 3 [Member] | Contingent Consideration [Member] | Fair Value, Recurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Liabilities measured at fair value | 42,053,000 | 22,096,000 | $ 24,916,000 |
Settlements on liabilities | $ 5,693,000 | $ 1,272,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities: | |||
Total liabilities measured at fair value | $ 0 | $ 30,400 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Debt | 1,631,412 | 1,648,997 | |
Total liabilities measured at fair value | 1,631,412 | 1,648,997 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Contingent purchase consideration | 42,053 | 22,096 | |
Make-whole provision on Redeemable Preferred Units | 30,423 | ||
Total liabilities measured at fair value | $ 42,053 | $ 52,519 | $ 25,807 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Beginning and Ending Balances for the Level 3 (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Opening balance | $ 30,400 | |
Ending balance | 0 | $ 30,400 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Opening balance | 52,519 | 25,807 |
Newly established liability due to acquisition | 22,011 | |
Total gains/losses included in earnings | 40,553 | 27,984 |
Settlements | (73,030) | 1,272 |
Ending balance | 42,053 | 52,519 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Accounts Payable and Accrued Liabilities [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Opening balance | 30,423 | 891 |
Total gains/losses included in earnings | 36,914 | 29,532 |
Settlements | (67,337) | |
Ending balance | 30,423 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Contingent consideration [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Opening balance | 22,096 | 24,916 |
Newly established liability due to acquisition | 22,011 | |
Total gains/losses included in earnings | 3,639 | (1,548) |
Settlements | (5,693) | (1,272) |
Ending balance | $ 42,053 | $ 22,096 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Jun. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Commitments And Contingencies Disclosure [Abstract] | ||||
Insurance Coverage, Errors and omissions | $ 100 | |||
Insurance Claim, Errors and omissions | $ 2.5 | |||
Reserves | $ 2.7 | $ 1.5 | ||
RSG recognized in E & O expense | $ 3 | $ 2.7 | $ 2 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) | Mar. 31, 2021 | Jan. 01, 2021 | Mar. 05, 2020 | Jun. 13, 2019 | Mar. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2020 | Jul. 01, 2019 |
Related Party Transaction [Line Items] | ||||||||||||
Total consideration transferred, net of cash acquired | $ 151,600 | |||||||||||
Working capital true-up payment | $ 100,000 | |||||||||||
Total invested capital | $ 45,417,000 | $ 47,216,000 | 22,522,000 | |||||||||
Capital contribution | $ 23,500,000 | |||||||||||
Expense related to business usage of the aircraft | 700,000 | 700,000 | 900,000 | |||||||||
Non-recurring guarantee | 10,000,000 | |||||||||||
Ryan Re Services Agreement With Geneva Re And Nationwide [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Insurance Agency Management Fee | 115,000 | 2,500 | ||||||||||
Revenue earned from Geneva Re | 1,700,000 | 2,000,000 | ||||||||||
Receivables due from Geneva Re | $ 4,200,000 | 3,000,000 | ||||||||||
Geneva Ryan Holdings [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 53.00% | |||||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 53.00% | |||||||||||
Ryan Specialty Group, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total consideration transferred, net of cash acquired | $ 48,400,000 | |||||||||||
Common stock, Par value | $ 1 | $ 1 | ||||||||||
Shares Issued, Price Per Share | $ 4.70 | |||||||||||
Derecognized the non-controlling interest | $ 3,700,000 | |||||||||||
Recognized a deemed distribution | $ 44,600,000 | |||||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 47.00% | |||||||||||
Geneva Re [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||||||
Total invested capital | $ 47,000,000 | |||||||||||
Equity Method Investment, Aggregate Cost | 50,000,000 | |||||||||||
Capital contribution | $ 23,500,000 | |||||||||||
Related Party Transaction, Due from (to) Related Party | $ 500,000 | 400,000 | ||||||||||
Ryan Re [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 53.00% | |||||||||||
JEM Underwriting Managers, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Total consideration transferred, net of cash acquired | $ 4,000,000 | |||||||||||
Ryan Investment Holdings | Geneva Ryan Holdings [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Equity Method Investment, Ownership Percentage | 53.00% | |||||||||||
Ryan Investment Holdings | Ryan Specialty Group, LLC [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 47.00% | 47.00% | ||||||||||
Total invested capital | $ 47,000,000 | $ 23,500,000 | ||||||||||
Michael O Halleran [Member] | Consulting Arrangement with Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction | 200,000 | 200,000 | 100,000 | |||||||||
Immediate Family Member of Director [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related party transaction | 300,000 | 300,000 | 300,000 | |||||||||
Production bonus | $ 100,000 | $ 200,000 | $ 100,000 |
Income Taxes - Schedule of the
Income Taxes - Schedule of the Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 39,673 | $ 66,087 | $ 55,078 |
Foreign | 21,891 | 13,378 | 12,905 |
Income before income taxes | $ 61,564 | $ 79,465 | $ 67,983 |
Income Taxes- Schedule of the C
Income Taxes- Schedule of the Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current income tax expense | |||
Federal | $ 187 | $ 2,257 | $ 497 |
State | 856 | 3,600 | 2,646 |
Foreign | 5,042 | 2,920 | 2,583 |
Current income tax expense | 6,085 | 8,777 | 5,726 |
Deferred income tax expense (benefit) | |||
Federal | (2,087) | (269) | (255) |
State | 411 | ||
Foreign | 523 | 444 | (545) |
Deferred Income Taxes and Tax Credits | (1,153) | 175 | |
Deferred income tax expense (benefit) | (1,154) | 203 | (800) |
Income tax expense | $ 4,932 | $ 8,952 | $ 4,926 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income taxes at U.S. federal statutory rate, amount | $ 12,928 | $ 16,688 | $ 14,276 |
Income taxes at U.S. federal statutory rate, percent | 21.00% | 21.00% | 21.00% |
Income attributable to non-controlling interest and nontaxable income, amount | $ (10,166) | $ (13,861) | $ (11,546) |
Income attributable to non-controlling interest and nontaxable income, percent | (16.50%) | (17.40%) | 17.00% |
Non deductible expenses, amount | $ 415 | $ 0 | $ 0 |
Non deductible expenses, percent | 0.70% | 0.00% | 0.00% |
State and local taxes, net of federal benefit, amount | $ 600 | $ 3,600 | $ 2,646 |
State and local taxes, net of federal benefit, percent | 1.00% | 4.50% | 3.90% |
Foreign rate differential, amount | $ 337 | $ 0 | $ 0 |
Foreign rate differential, percent | 0.50% | 0.00% | 0.00% |
Change in state rate, amount | $ 775 | $ 0 | $ 0 |
Change in state rate, percent | 1.30% | 0.00% | 0.00% |
Liquidation of C-corporation subsidiary, amount | $ 0 | $ 2,309 | $ 0 |
Liquidation of C-Corporation subsidiary, percent | 0.00% | 2.90% | 0.00% |
Other amount | $ 43 | $ 216 | $ (450) |
Other, percent | (0.10%) | (0.30%) | (0.70%) |
Income tax expense | $ 4,932 | $ 8,952 | $ 4,926 |
Income tax expense, percent, total | 8.10% | 11.30% | 7.20% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 8.10% | 11.30% | 7.20% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 21.00% |
Deferred tax assets | $ 383,018 | $ 298 | |
Deferred tax liabilities | 602 | 578 | |
Operating loss carryforwards valuation allowance | 300 | ||
Valuation allowance | $ 294 | 297 | |
Valuation allowance commentary | As of December 31, 2021, 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 RSG LLC, start-up costs, tax credits and U.S. net operating losses are more likely than not to be realized. | ||
Payment of benefits percentage realized from increase in the tax basis | 85.00% | ||
Tax receivable agreement liability | $ 272,100 | ||
Unrecognized Tax Benefits | 0 | ||
Increase in Tax Receivable Agreement Liabilities | 272,600 | ||
Change in state rate, amount | $ 775 | $ 0 | $ 0 |
Change in state rate, percent | 1.30% | 0.00% | 0.00% |
Members tax distributions | $ 23,757 | ||
Tax distributions declared | 34,900 | $ 63,400 | $ 33,100 |
RSG LLC [Member] | |||
Valuation Allowance [Line Items] | |||
Valuation allowance | 0 | ||
IPO [Member] | |||
Valuation Allowance [Line Items] | |||
Tax distributions declared | 11,200 | ||
State tax rate | |||
Valuation Allowance [Line Items] | |||
Other Tax Expense (Benefit) | $ 500 | ||
Maximum [Member] | |||
Valuation Allowance [Line Items] | |||
Change in state rate, percent | 25.17% | ||
Minimum [Member] | |||
Valuation Allowance [Line Items] | |||
Change in state rate, percent | 25.12% | ||
T R A [Member] | |||
Valuation Allowance [Line Items] | |||
Deferred tax assets | $ 329,000 | ||
Benefits from future deductions | 234,000 | ||
TRA Alternative Payments and purchase of LLC Common Units [Member] | |||
Valuation Allowance [Line Items] | |||
Benefits from future deductions | $ 95,000 |
Income Taxes - Schedule of th_2
Income Taxes - Schedule of the Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Tax Assets: | ||
Net operating losses | $ 919 | $ 297 |
Fixed Assets | 1 | |
Investment in RSG LLC | 374,336 | 0 |
Start-up costs | 7,608 | 0 |
Tax credits | 155 | 0 |
Total deferred income tax assets | 383,018 | 298 |
Valuation allowances | (294) | (297) |
Deferred tax assets, net of valuation allowance | 382,724 | 1 |
Deferred Tax Liabilities: | ||
Intangibles | (12) | (168) |
Fixed assets | (173) | |
Other accrued items | (417) | (410) |
Deferred tax liabilities | (602) | (578) |
Net Deferred tax asset (liability) | $ 382,122 | $ 577 |
Income Taxes - Summary of activ
Income Taxes - Summary of activity related to the tax receivable agreement liabilities (Details) - USD ($) $ in Thousands | 5 Months Ended | ||
Dec. 31, 2021 | Jul. 22, 2021 | Dec. 31, 2020 | |
Tax Receivable Agreement Liabilities | $ 272,100 | $ 0 | |
Exchange Tax Attributes | |||
Remeasurement - initial establishment of TRA liability | (7,622) | ||
Tax Receivable Agreement Liabilities | 136,704 | $ 144,598 | |
Reameasurement - change in state rate | 272 | ||
Pre-IPO M&A Tax Attributes | |||
Tax Receivable Agreement Liabilities | 83,389 | 83,555 | |
Reameasurement - change in state rate | 166 | ||
TRA Payment Tax Attributes | |||
Remeasurement - initial establishment of TRA liability | (2,206) | ||
Tax Receivable Agreement Liabilities | 52,007 | 54,317 | |
Reameasurement - change in state rate | 104 | ||
TRA Liabilities | |||
Remeasurement - initial establishment of TRA liability | 9,828 | ||
Tax Receivable Agreement Liabilities | 272,100 | $ 282,470 | |
Reameasurement - change in state rate | $ 542 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Noncash or Part Noncash Acquisitions [Line Items] | |||
Interest and financing costs | $ 79,357 | $ 41,034 | $ 32,659 |
Income taxes | 6,762 | 7,564 | 4,828 |
Members' Tax Distributions declared but unpaid | 11,155 | 23,350 | 9,941 |
Tax Receivable Agreement Liabilities | 272,100 | 0 | 0 |
Contingent consideration liabilities from business combinations | 22,011 | 0 | 4,200 |
Cancellation of Class X common stock in exchange for TRA liabilities | (1) | 0 | 0 |
Related party asset acquisition | 0 | (6,077) | (3,316) |
Acquisition of preferred units subject to mandatory redemption | 0 | 0 | 3,316 |
Forgiveness of related party receivable | 0 | 6,077 | 0 |
Repayment of Founders’ subordinated notes | 0 | (74,990) | 0 |
Loss on extinguishment of Founders’ subordinated promissory notes | 0 | (6,941) | 0 |
Common equity issued as consideration for business combination | 0 | 102,000 | 0 |
Unpaid preferred dividends | 0 | 9,531 | 0 |
Accretion of premium on mezzanine equity | 0 | 1,618 | 1,948 |
Accumulated deficit due to accretion of premium on mezzanine equity | 0 | 1,618 | 1,948 |
Common Class A [Member] | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Common stock issued | 53 | 0 | 0 |
Common Class X [Member] | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Common stock issued | 1 | 0 | 0 |
Common Class B [Member] | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Common stock issued | 149 | 0 | 0 |
Preferred Equity [Member] | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Equity issued in exchange for founders' subordinate promissory notes | 0 | 74,270 | 0 |
Common Equity [Member] | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Equity issued in exchange for founders' subordinate promissory notes | $ 0 | $ 7,661 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Millions | Feb. 03, 2022 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||
Debt Instrument Interest Rate Stated Percentage | 1.00% | |
Subsequent Event [Member] | Parent Company [Member] | ||
Subsequent Event [Line Items] | ||
Senior Notes | $ 400 | |
Debt Instrument Interest Rate Stated Percentage | 4.375% | |
Debt instrument maturity date | Feb. 1, 2030 |