Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40645 | |
Entity Registrant Name | RYAN SPECIALTY 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, Address Line Two | 180 N. Stetson Avenue | |
Entity Address, Address Line Three | Suite 4600 | |
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, $0.001 par value per share | |
Trading Symbol | RYAN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, State or Province | IL | |
Common Equity [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 259,603,153 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 111,715,263 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 147,887,890 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUE | ||||
Net commissions and fees | $ 490,227 | $ 389,846 | $ 876,908 | $ 701,190 |
Fiduciary investment income | 1,065 | 166 | 1,274 | 280 |
Total revenue | 491,292 | 390,012 | 878,182 | 701,470 |
EXPENSES | ||||
Compensation and benefits | 310,058 | 236,801 | 584,331 | 451,287 |
General and administrative | 48,495 | 30,685 | 90,860 | 58,230 |
Amortization | 26,233 | 27,319 | 52,896 | 55,113 |
Depreciation | 1,229 | 1,222 | 2,440 | 2,422 |
Change in contingent consideration | (251) | 1,723 | (1,260) | 2,313 |
Total operating expenses | 385,764 | 297,750 | 729,267 | 569,365 |
OPERATING INCOME | 105,528 | 92,262 | 148,915 | 132,105 |
Interest expense, net | 24,846 | 18,986 | 46,598 | 39,031 |
Loss (Income) from equity method investment in related party | 16 | (353) | 558 | (434) |
Other non-operating loss (income) | (622) | 7,890 | 6,898 | 29,336 |
INCOME BEFORE INCOME TAXES | 81,288 | 65,739 | 94,861 | 64,172 |
Income tax expense | 11,168 | 2,332 | 6,665 | 4,566 |
NET INCOME | 70,120 | 63,407 | 88,196 | 59,606 |
Net income attributable to non-controlling interests,net of tax | 45,619 | 0 | 56,784 | 2,450 |
Net income attributable to Ryan Specialty Holdings, Inc. | $ 24,501 | $ 63,407 | $ 31,412 | $ 57,156 |
Common Class A [Member] | ||||
NET INCOME PER SHARE OF CLASS A COMMON STOCK: | ||||
Earnings per share - basic | $ 0.23 | $ 0 | $ 0.30 | $ 0 |
Earnings per share - diluted | $ 0.22 | $ 0 | $ 0.28 | $ 0 |
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING: | ||||
Basic | 108,054,437 | 0 | 107,327,462 | 0 |
Diluted | 120,204,902 | 0 | 264,417,470 | 0 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
NET INCOME | $ 70,120 | $ 63,407 | $ 88,196 | $ 59,606 |
Net income attributable to non-controlling interests,net of tax | 45,619 | 0 | 56,784 | 2,450 |
Net income attributable to Ryan Specialty Holdings, Inc. | 24,501 | 63,407 | 31,412 | 57,156 |
Other comprehensive income (loss), net of tax: | ||||
Gain on interest rate cap, net | 127 | 0 | 127 | 0 |
Foreign currency translation adjustments | (1,186) | 796 | (1,244) | 444 |
Change in share of equity method investment in related party other comprehensive income (loss) | 554 | 0 | (1,856) | (738) |
Total other comprehensive income (loss), net of tax | (1,613) | 796 | (2,973) | (294) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. | $ 22,888 | $ 64,203 | $ 28,439 | $ 56,862 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 866,669 | $ 386,962 |
Commissions and fees receivable – net | 244,753 | 210,252 |
Fiduciary cash and receivables | 2,817,798 | 2,390,185 |
Prepaid incentives – net | 7,914 | 7,726 |
Other current assets | 18,306 | 15,882 |
Total current assets | 3,955,440 | 3,011,007 |
NON-CURRENT ASSETS | ||
Goodwill | 1,313,366 | 1,309,267 |
Other intangible assets | 524,808 | 573,930 |
Prepaid incentives – net | 22,380 | 25,382 |
Equity method investment in related party | 40,522 | 45,417 |
Property and equipment – net | 16,039 | 15,290 |
Lease right-of-use assets | 132,003 | 84,874 |
Deferred tax assets | 404,235 | 382,753 |
Other non-current assets | 33,624 | 10,788 |
Total non-current assets | 2,486,977 | 2,447,701 |
TOTAL ASSETS | 6,442,417 | 5,458,708 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 79,456 | 99,403 |
Accrued compensation | 394,804 | 386,301 |
Operating lease liabilities | 18,355 | 18,783 |
Tax Receivable Agreement liabilities | 7,977 | 0 |
Short-term debt and current portion of long-term debt | 28,949 | 23,469 |
Fiduciary liabilities | 2,817,798 | 2,390,185 |
Total current liabilities | 3,347,339 | 2,918,141 |
NON-CURRENT LIABILITIES | ||
Accrued compensation | 6,619 | 4,371 |
Operating lease liabilities | 125,249 | 74,386 |
Long-term debt | 1,955,027 | 1,566,627 |
Deferred tax liabilities | 666 | 631 |
Tax Receivable Agreement liabilities | 285,787 | 272,100 |
Other non-current liabilities | 20,216 | 27,675 |
Total non-current liabilities | 2,393,564 | 1,945,790 |
TOTAL LIABILITIES | 5,740,903 | 4,863,931 |
STOCKHOLDERS' EQUITY | ||
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2022 and December 31, 2021) | 0 | 0 |
Additional paid-in capital | 385,908 | 348,865 |
Retained earnings (accumulated deficit) | 24,348 | (7,064) |
Accumulated other comprehensive income (loss) | (1,259) | 1,714 |
Total stockholders' equity attributable to Ryan Specialty Holdings, Inc. | 409,256 | 343,774 |
Non-controlling interests | 292,258 | 251,003 |
Total stockholders' equity | 701,514 | 594,777 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 6,442,417 | 5,458,708 |
Common Class A [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock Value | 111 | 110 |
Common Class B [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock Value | 148 | 149 |
Common Class X [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common Stock Value | $ 0 | $ 0 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock, Par value | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 111,206,112 | 109,894,548 |
Common Stock, Shares, Outstanding | 111,206,112 | 109,894,548 |
Common Class B [Member] | ||
Common stock, Par value | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 1,000,000,000 | 1,000,000,000 |
Common Stock, Shares, Issued | 147,990,243 | 149,162,107 |
Common Stock, Shares, Outstanding | 147,990,243 | 149,162,107 |
Common Class X [Member] | ||
Common stock, Par value | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares, Issued | 640,784 | 640,784 |
Common Stock, Shares, Outstanding | 0 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income (loss) | $ 88,196 | $ 59,606 |
Adjustments to reconcile net income to cash flows provided by (used for) operating activities: | ||
Loss (gain) from equity method investment | 558 | (434) |
Amortization | 52,896 | 55,113 |
Depreciation | 2,440 | 2,422 |
Prepaid and deferred compensation expense | 18,341 | 23,035 |
Non-cash equity based compensation | 43,028 | 7,595 |
Amortization of deferred debt issuance costs | 5,984 | 4,748 |
Amortization of interest rate cap premium | 1,159 | 0 |
Deferred income tax benefit | (6,866) | (40) |
Loss on tax receivable agreement | 7,173 | 0 |
Change (net of acquisitions) in: | ||
Commissions and fees receivable - net | (33,755) | (29,089) |
Accrued interest liability | 7,456 | 333 |
Other current assets and accrued liabilities | (5,565) | (11,932) |
Other non-current assets and accrued liabilities | (16,334) | (3,642) |
Total cash flows provided by (used for) operating activities | 164,711 | 107,715 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Prepaid incentives - repayments | 7 | 3,786 |
Capital expenditures | (6,797) | (3,941) |
Total cash flows used for investing activities | (6,790) | (155) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from senior secured notes | 394,000 | 0 |
Payment of interest rate cap premium | (25,500) | 0 |
Repayment of term debt | (8,250) | (8,250) |
Deferred offering costs paid | 0 | (4,191) |
Debt issuance costs paid | (2,369) | (1,289) |
Finance lease and other costs paid | (18) | (75) |
Payment of contingent consideration | (6,241) | 0 |
Purchase of remaining interest in Ryan Re | 0 | (48,368) |
Cash distribution to LLC Unitholders | (26,222) | (47,039) |
Receipt of taxes related to net share settlement of equity awards | 1,062 | 0 |
Taxes paid related to net share settlement of equity awards | (1,062) | 0 |
Net Change In Fiduciary Liabilities | 54,357 | 93,671 |
Total cash flows provided by (used in) financing activities | 379,757 | (19,421) |
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity | 352 | (537) |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY | 538,030 | 87,602 |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Beginning balance | 1,139,661 | 895,704 |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Ending balance | 1,677,691 | 983,306 |
Supplemental Cash Flow Information [Abstract] | ||
Cash and cash equivalents | 866,669 | 307,528 |
Cash held in a fiduciary capacity | 811,022 | 675,778 |
Total cash, cash equivalents, and cash held in a fiduciary capacity | 1,677,691 | 983,306 |
IPO [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Equity repurchases from pre-IPO unitholders | $ 0 | $ (3,880) |
Consolidated Statements of Memb
Consolidated Statements of Members' Equity - USD ($) $ in Thousands | Total | Mezzanine Equity [Member] | Member Units [Member] | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Common Units Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Non-controlling Interest [Member] |
Beginning balance at Dec. 31, 2020 | $ 71,090 | $ 67,088 | $ 2,702 | $ 1,300 | |||||
Beginning balance , Mezzanine Equity at Dec. 31, 2020 | $ 239,635 | ||||||||
Net income (loss) | (3,801) | (6,251) | 2,450 | ||||||
Foreign currency translation, net of tax | (352) | (352) | |||||||
Change in share of equity method investment in related party other comprehensive income | (738) | (738) | |||||||
Accumulation of preferred dividends (% return), net of tax distributions | (6,736) | (6,736) | |||||||
Accretion of premium on mezzanine equity | (598) | 598 | (598) | ||||||
Related party acquisition | (48,267) | (44,517) | (3,750) | ||||||
Distributions declared - Members' tax | (14,236) | (14,236) | |||||||
Repurchases of Class A units | (227) | (227) | |||||||
Equity-based compensation | 4,430 | 4,430 | |||||||
Ending balance at Mar. 31, 2021 | 565 | (1,047) | 1,612 | ||||||
Ending balance , Mezzanine Equity at Mar. 31, 2021 | 240,233 | ||||||||
Beginning balance at Dec. 31, 2020 | 71,090 | 67,088 | 2,702 | 1,300 | |||||
Beginning balance , Mezzanine Equity at Dec. 31, 2020 | 239,635 | ||||||||
Net income (loss) | 59,606 | ||||||||
Ending balance at Jun. 30, 2021 | (20,624) | (23,032) | 2,408 | ||||||
Ending balance , Mezzanine Equity at Jun. 30, 2021 | 240,831 | ||||||||
Beginning balance at Mar. 31, 2021 | 565 | (1,047) | 1,612 | ||||||
Beginning balance , Mezzanine Equity at Mar. 31, 2021 | 240,233 | ||||||||
Net income (loss) | 63,407 | 63,407 | |||||||
Foreign currency translation, net of tax | 796 | 796 | |||||||
Accumulation of preferred dividends (% return), net of tax distributions | 1,073 | 1,073 | |||||||
Accretion of premium on mezzanine equity | (598) | 598 | (598) | ||||||
Related party acquisition | (101) | (101) | |||||||
Distributions declared - Members' tax | (9,521) | (9,521) | |||||||
Reclassification from preferred units to repurchase payable | (75,012) | (75,012) | |||||||
Repurchases of Class A units | (4,398) | (4,398) | |||||||
Equity-based compensation | 3,165 | 3,165 | |||||||
Ending balance at Jun. 30, 2021 | (20,624) | $ (23,032) | 2,408 | ||||||
Ending balance , Mezzanine Equity at Jun. 30, 2021 | $ 240,831 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021 | 594,777 | $ 110 | $ 149 | $ 348,865 | $ (7,064) | 1,714 | 251,003 | ||
Beginning balance , Mezzanine Equity at Dec. 31, 2021 | 0 | ||||||||
Balance Beginning at Dec. 31, 2021 | 109,894,548 | 149,162,107 | |||||||
Net income (loss) | 18,076 | 6,911 | 11,165 | ||||||
Issuance of common stock | 91,743 | ||||||||
Exchange of common units for common stock | 47 | (47) | |||||||
Exchange of common units for common stock, shares | 77,261 | (77,261) | |||||||
Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership changes | (704) | (704) | |||||||
Foreign currency translation, net of tax | (765) | (58) | (707) | ||||||
Change in share of equity method investment in related party other comprehensive income | (3,050) | (1,302) | (1,748) | ||||||
Distributions declared - Members' tax | (7,543) | (7,543) | |||||||
Equity-based compensation | 23,248 | 23,225 | 23 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Mar. 31, 2022 | 624,039 | $ 110 | $ 149 | 371,433 | (153) | 354 | 252,146 | ||
Balance Ending at Mar. 31, 2022 | 110,063,552 | 149,084,846 | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2021 | 594,777 | $ 110 | $ 149 | 348,865 | (7,064) | 1,714 | 251,003 | ||
Beginning balance , Mezzanine Equity at Dec. 31, 2021 | 0 | ||||||||
Balance Beginning at Dec. 31, 2021 | 109,894,548 | 149,162,107 | |||||||
Net income (loss) | 88,196 | ||||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2022 | 701,514 | $ 111 | $ 148 | 385,908 | 24,348 | (1,259) | 292,258 | ||
Ending balance , Mezzanine Equity at Jun. 30, 2022 | 0 | ||||||||
Balance Ending at Jun. 30, 2022 | 111,206,112 | 147,990,243 | |||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Mar. 31, 2022 | 624,039 | $ 110 | $ 149 | 371,433 | (153) | 354 | 252,146 | ||
Balance Beginning at Mar. 31, 2022 | 110,063,552 | 149,084,846 | |||||||
Net income (loss) | 70,120 | 24,501 | 45,619 | ||||||
Issuance of common stock | 60,511 | ||||||||
Exchange of common units for common stock | $ 1 | $ (1) | 1,998 | (1,998) | |||||
Exchange of common units for common stock, shares | 1,094,603 | (1,094,603) | |||||||
Tax receivable agreement liability and deferred taxes arising from LLC Interest ownership changes | (319) | (319) | |||||||
Foreign currency translation, net of tax | (3,505) | (1,186) | (2,319) | ||||||
Change in share of equity method investment in related party other comprehensive income | 1,287 | 554 | 733 | ||||||
Distributions declared - Members' tax | (7,610) | (7,610) | |||||||
Forfeiture of common stock | (12,554) | ||||||||
Gain on interest rate cap, net | 296 | 127 | 169 | ||||||
Equity-based compensation | 19,780 | 12,796 | 6,984 | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Jun. 30, 2022 | 701,514 | $ 111 | $ 148 | $ 385,908 | $ 24,348 | $ (1,259) | $ 292,258 | ||
Ending balance , Mezzanine Equity at Jun. 30, 2022 | $ 0 | ||||||||
Balance Ending at Jun. 30, 2022 | 111,206,112 | 147,990,243 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Nature of Operations Ryan Specialty Holdings, Inc., (the “Company”) is a service provider of specialty products and solutions for insurance brokers, agents and carriers. These services encompass distribution, underwriting, product development, administration and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with delegated authority from insurance carriers. The Company's offerings cover a wide variety of sectors including commercial, industrial, institutional, governmental, and personal through one operating segment, Ryan Specialty. With the exception of the Company’s equity method investment, the Company does not take on any underwriting risk. The Company is headquartered in Chicago, Illinois, and has operations in the United States, Canada, the United Kingdom, and Europe. IPO and Reorganization The Company was formed as a Delaware corporation on March 5, 2021 for the purpose of completing an IPO and related transactions in order to carry on the business of the LLC. On July 26, 2021, the Company completed its IPO of 65,456,020 shares of Class A common stock, $ 0.001 par value per share, at an offering price of $ 23.50 per share. The Company received net proceeds of $ 1,448.1 million after deducting underwriting discounts, commissions, and other offering costs. The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “RYAN.” New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited liability company on April 20, 2021 for the purpose of becoming, subsequent to our IPO, an intermediate holding company between Ryan Specialty Holdings, Inc., and the LLC. The Company is the sole managing member of New LLC. Pursuant to contribution agreements, on September 30, 2021, the Company, the non-controlling interest LLC Unitholders, and New LLC exchanged equity interests in the LLC for LLC Common Units in New LLC, with the intent that New LLC be the new holding company for the LLC interests. At that time the LLC adopted the LLC Operating Agreement and New LLC adopted the New LLC Operating Agreement. As a result, the Company is a holding company, with its sole material asset being a controlling equity interest in New LLC, which became a holding company with its sole material asset being a controlling equity interest in the LLC. The Company will operate and control the business and affairs, and consolidate the financial results, of the LLC through New LLC and, through the LLC, conduct our business. Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-controlling interests of New LLC's LLC Common Units on its consolidated financial statements. As of June 30, 2022, the Company owned 42.9 % of the outstanding LLC Common Units of New LLC, and New LLC owned 99.9 % of the outstanding LLC Common Units of the LLC. The remainin g 0.1 % o f the outstanding LLC Common Units of the LLC were owned by a subsidiary of the Company. As the LLC is substantively the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC.” Basis of Presentation The accompanying unaudited consolidated interim financial statements and notes thereto have been prepared in accordance with U.S. GAAP. The unaudited consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial information. These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors. In the opinion of management, the consolidated interim financial statements include all normal recurring adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented. Principles of Consolidation The consolidated interim financial statements include the accounts of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting guidance. All intercompany transactions and balances have been eliminated in consolidation. The Company, through our intermediate holding company New LLC, owns a minority economic interest in, and operates and controls the businesses and affairs of the LLC. The Company has the obligation to absorb losses of, and receive benefits from, the LLC, which could be significant. We determined that the Company is the primary beneficiary of the LLC and the LLC is a VIE. Further, the Company has no contractual requirement to provide financial support to the LLC. Accordingly, the Company has prepared these consolidated financial statements 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 the LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of the LLC prior to the IPO and Organizational Transactions; (ii) the consolidated results of Ryan Specialty Holdings, Inc. and the LLC following the IPO and Organizational Transactions; and (iii) the assets and liabilities of Ryan Specialty Holdings, Inc. and the LLC at their historical cost. No step-up basis of intangible assets or goodwill was recorded. Use of Estimates The preparation of the consolidated interim financial statements and notes thereto requires management to make estimates, judgements, and assumptions that affect the amounts reported in the consolidated interim 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 in accordance with ASU 2016-18 Statement of Cash Flows . Historically, the Company did not present Cash held in a fiduciary capacity in the Consolidated Statements of Cash Flows, since these funds cannot be used for general purposes and were not considered a source of liquidity for the Company. The Company 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 report in the Consolidated Statements of Cash Flows and related disclosures for the unaudited interim period ended June 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. Six Months Ended June 30, 2021 As Reported Effect of Change As Revised Total cash flows provided by (used for) operating activities $ 107,715 — $ 107,715 Total cash flows used for investing activities $ ( 155 ) — $ ( 155 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in fiduciary liabilities — 93,671 93,671 Other lines ( 113,092 ) — ( 113,092 ) Total cash flows provided by (used for) financing activities $ ( 113,092 ) $ 93,671 $ ( 19,421 ) Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity 409 ( 946 ) ( 537 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY $ ( 5,123 ) $ 92,725 $ 87,602 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance $ 312,651 $ 583,053 $ 895,704 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance $ 307,528 $ 675,778 $ 983,306 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Line Items] | |
Significant Accounting Policies | 2. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those that were disclosed for the year ended December 31, 2021 in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022, other than as noted below. Derivative Instruments and Hedging Activities The Company utilizes a derivative, namely an interest rate cap, for interest rate risk management purposes. The Company does not hold or issue derivative instruments for trading or speculative purposes. The Company assesses the effectiveness of qualifying cash flow hedges both at inception and on an on-going basis. For hedging derivatives that qualify as effective cash flow hedges, the Company records the cumulative changes in the fair value of the financial instrument in Other comprehensive income. Amounts recorded in Other comprehensive income will be reclassified into earnings in the periods in which earnings are affected by the hedged cash flow. The Company amortizes the premium paid for the interest rate cap on a straight-line basis over the life of the instrument. The premium amortization is recognized in Interest expense, net on the Consolidated Statements of Income. See Note 13, Derivatives, for further discussion of derivative financial instruments. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, but early adoption is permitted. The Company adopted this standard on January 1, 2022 with no material impact to the consolidated financial statements or disclosures. In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective through December 31, 2022. The Company adopted this standard during the second quarter of 2022. The adoption of ASU 2020-04 did not have a material impact on the consolidated financial statements or disclosures. See Note 9, Debt , for further information. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Wholesale Brokerage $ 329,225 $ 255,959 $ 574,051 $ 447,083 Binding Authority 59,751 53,596 122,744 108,641 Underwriting Management 101,251 80,291 180,113 145,466 Total Net commissions and fees $ 490,227 $ 389,846 $ 876,908 $ 701,190 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 as of June 30, 2022 and December 31, 2021 was $ 7.6 million and $ 8.8 million, respectively. For contract assets, payment is typically due within one year of the completed performance obligation. The contract liability balance related to deferred revenue, which is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets, was $ 2.3 million and $ 1.1 million as of June 30, 2022 and December 31, 2021 , respectively. |
Merger and Acquisition Activity
Merger and Acquisition Activity | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Merger and Acquisitions | 4. Mergers and Acquisitions 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. There were no acquisitions for the three and six months ended June 30, 2022, and 2021. 2021 Acquisitions 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. The consideration above is based on estimates that are preliminary in nature and subject to adjustments. Any necessary adjustments must be finalized during the measurement period, which is limited to one year from the acquisition date. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. During the six months ended June 30, 2022, the Company made measurement period adjustments related to the Crouse acquisition, including an increase of an assumed liability of $ 1.3 million and an increase in consideration of $ 3.8 million related to the working capital provisions of the purchase agreement. Collectively, these adjustments resulted in a $ 5.1 million increase to goodwill as of June 30, 2022. Contingent Consideration Total consideration for certain acquisitions includes contingent consideration, which is generally based on the EBITDA of the acquired business following a defined period after purchase. For business combinations, the Company recognizes contingent consideration at fair value as of the acquisition date. The fair value of contingent consideration is based on the present value of the expected future payments under the respective purchase agreements. In determining fair value, the Company estimates cash payments based on management’s estimate of the performance of each acquired business relative to the formula specified by each purchase agreement. Further information regarding fair value measurements is detailed in Note 16, Fair Value Measurements . For asset acquisitions, the Company recognizes contingent consideration when the underlying contingency is resolved and the consideration is paid or payable. The Company recognizes gains or losses for changes in fair value of estimated contingent consideration within Change in contingent consideration on the Consolidated Statements of Income. The Company also recognizes interest expense for accretion of the discount on these liabilities, which is recognized within Interest expense, net on the Consolidated Statements of Income. The table below summarizes the change in contingent consideration and interest expense related to contingent consideration liabilities for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Change in contingent consideration $ ( 251 ) $ 1,723 $ ( 1,260 ) $ 2,313 Interest expense 425 313 798 399 Total $ 174 $ 2,036 $ ( 462 ) $ 2,712 The current portion of the fair value of contingent consideration was $ 6.2 million and $ 14.4 million as of June 30, 2022 and December 31, 2021 , respectively, and was recorded in Accounts payable and accrued liabilities in the Consolidated Balance Sheets. The non-current portion of the fair value of the contingent consideration was $ 20.2 million and $ 27.6 million as of June 30, 2022 and December 31, 2021 , respectively, and was recorded in Other non-current liabilities in the Consolidated Balance Sheets. The aggregate amount of maximum contingent consideration obligation related to acquisitions was $ 72.5 million and $ 129.2 million as of June 30, 2022 and December 31, 2021 , respectively. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2022 | |
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 was entered into expecting to generate annual savings of $ 25.0 million and 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 plan involved restructuring costs primarily consisting of employee termination benefits and retention costs. The restructuring plan also included charges for consolidating leased office space, as well as other professional fees. The cumulative restructuring costs incurred since the inception of the program totaled $ 30.9 million as of June 30, 2022. The plan was fully actioned as of June 30, 2022, with any remaining termination benefits and retention costs expected to be recognized by the end of the current year. The table below presents the restructuring expense incurred during the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Compensation and benefits $ 546 $ 2,162 $ 704 $ 8,351 Occupancy and other costs (1) 2,027 883 4,993 1,612 Total $ 2,573 $ 3,045 $ 5,697 $ 9,963 (1) Occupancy and other costs, which include non-cash impairments, are included within General and administrative expenses in the Consolidated Statements of Income The table below presents a summary of changes in the restructuring liability from December 31, 2021 through June 30, 2022 : Compensation and Occupancy and Other Costs Total Balance as of December 31, 2021 $ 407 $ — $ 407 Accrued costs 704 2,577 3,281 Payments ( 794 ) ( 1,038 ) ( 1,832 ) Balance as of June 30, 2022 $ 317 $ 1,539 $ 1,856 |
Receivables and Current Assets
Receivables and Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
Receivables And Current Assets [Abstract] | |
Receivables and Current Assets | 6. Receivables and Other Current Assets Receivables The Company had receivables of $ 244.8 million and $ 210.3 million outstanding as of June 30, 2022 and December 31, 2021, 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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning of period $ 2,503 $ 2,921 $ 2,508 $ 2,916 Write-offs ( 465 ) ( 1,224 ) ( 520 ) ( 1,553 ) Increase in provision 449 1,237 499 1,571 End of period $ 2,487 $ 2,934 $ 2,487 $ 2,934 Other Current Assets Major classes of other current assets consist of the following: June 30, 2022 December 31, 2021 Prepaid expenses $ 14,047 $ 13,434 Service receivables (1) 669 644 Other current receivables 3,590 1,804 Total other current assets $ 18,306 $ 15,882 (1) Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 18, Related Parties . |
Fiduciary Assets and Liabilitie
Fiduciary Assets and Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Fiduciary Assets And Liabilities [Abstract] | |
Fiduciary Assets and Liabilities | 7. Fiduciary Assets and Liabilities The Company recognizes (i) fiduciary amounts payable to others as Fiduciary liabilities, and (ii) fiduciary amounts collectible and held on behalf of others, including insurance policyholders, clients, other insurance intermediaries, and insurance carriers, as Fiduciary cash and receivables in the 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 had Fiduciary cash and receivables and Fiduciary liabilities of $ 2,817.8 million and $ 2,390.2 million as of June 30, 2022 and December 31, 2021 , respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Leases | 8. Leases The Company has non-cancelable operating leases with various terms through April 2033 primarily for office space and office equipment. The lease costs for the three and six months ended June 30, 2022 and 2021 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Lease costs: Operating lease cost $ 9,283 $ 6,013 $ 15,610 $ 12,109 Finance lease costs: Amortization of leased assets 7 42 16 85 Interest on lease liabilities 1 1 1 2 Short term lease costs: Operating lease cost 83 118 279 238 Finance lease costs: Amortization of leased assets 2 2 4 4 Interest on lease liabilities 1 1 1 1 Sublease income ( 106 ) ( 118 ) ( 197 ) ( 179 ) Lease cost – net $ 9,271 $ 6,059 $ 15,714 $ 12,260 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 12,495 $ 12,684 Operating cash flows from finance leases 22 91 Non-cash related activities Right-of-use assets obtained in exchange for new operating lease liabilities 54,359 1,847 Right-of-use assets obtained in exchange for new finance lease liabilities — — Weighted average discount rate (percent) Operating leases 4.50 % 3.73 % Finance leases 3.19 % 3.16 % Weighted average remaining lease term (years) Operating leases 7.4 6.1 Finance leases 2.3 2.4 Supplemental balance sheet information related to Lease right-of-use assets: June 30, 2022 December 31, 2021 Right-of-use assets – operating leases – net $ 131,928 $ 84,778 Right-of-use assets – finance leases – net 75 96 Total lease right-of-use assets – net $ 132,003 $ 84,874 Supplemental balance sheet information related to lease liabilities: June 30, 2022 December 31, 2021 Current lease liabilities Operating $ 18,355 $ 18,783 Finance 36 39 Non-current lease liabilities Operating 125,249 74,386 Finance 39 57 Total lease liabilities $ 143,679 $ 93,265 The estimated future minimum payments of operating and financing leases as of June 30, 2022: Finance Leases Operating Leases The remainder of 2022 $ 19 $ 10,124 2023 37 25,399 2024 18 23,716 2025 4 21,623 2026 — 20,317 Thereafter — 71,895 Total undiscounted future lease payments $ 78 $ 173,074 Less imputed interest ( 3 ) ( 29,470 ) Present value lease liabilities $ 75 $ 143,604 Average annual sublease income for the next seven years is $ 0.3 million. The Company has six leases with inception dates prior to June 30, 2022 that have not yet commenced as of June 30, 2022 , for a total future estimated lease liability of $ 65.6 million. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any unamortized discount or premium. To the extent that the Company modifies the debt arrangements, all unamortized costs from borrowings are deferred and amortized over the term of the new arrangement, where applicable. The following table is a summary of the Company’s outstanding debt: June 30, 2022 December 31, 2021 Term debt 7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 3.00 % as of June 30, 2022, LIBOR + 3.00 % as of December 31, 2021, matures September 1, 2027 $ 1,575,141 $ 1,578,972 Senior Secured Notes 8-year senior secured notes, semi-annual interest payments, 4.38 %, matures February 1, 2030 399,269 — Revolving debt 5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 3.00 % as of June 30, 2022, LIBOR + up to 3.00 % as of December 31, 2021, plus commitment fees up to 0.50 %, matures July 26, 2026 395 387 Premium financing notes Commercial notes, periodic interest and principal payments, 2.49 %, expire June 1, 2023 4,614 — Commercial notes, periodic interest and principal payments, 1.66 %, expired June 1, 2022 — 1,656 Commercial notes, periodic interest and principal payments, 1.66 %, expire July 15, 2022 — 745 Commercial notes, periodic interest and principal payments, 1.66 %, expire July 21, 2022 — 3,973 Finance lease obligation 75 96 Units subject to mandatory redemption 4,482 4,267 Total debt $ 1,983,976 $ 1,590,096 Less current portion ( 28,949 ) ( 23,469 ) Long term debt $ 1,955,027 $ 1,566,627 Term Loan The original principal of the Term Loan was $ 1,650.0 million. As of June 30, 2022, $ 1,621.1 million of the principal was outstanding and $ 0.2 million of interest was accrued. As of December 31, 2021 , $ 1,629.4 million of the principal was outstanding and $ 0.2 million of interest was accrued. Unamortized deferred issuance costs on the Term Loan were $ 46.2 million and $ 50.6 million as of June 30, 2022 and December 31, 2021, respectively. Revolving Credit Facility As the Revolving Credit Facility had not been drawn on as of June 30, 2022, the deferred issuance costs related to the facility are included in Other non-current assets in the Consolidated Balance Sheets. The Company pays a commitment fee on undrawn amounts under the facility of 0.25 % - 0.50 %. The Company accrued $ 0.4 million of unpaid commitment fees related to the Revolving Credit Facility as of June 30, 2022 and December 31, 2021, which was included in Short-term debt and current portion of long-term debt in the Consolidated Balance Sheets. Transition from LIBOR to SOFR On April 29, 2022, the Company entered into a fourth amendment to the Credit Agreement on its Term Loan and Revolving Credit Facility to transition from using the Eurocurrency Rate (LIBOR) to a benchmark replacement of Adjusted Term SOFR plus a credit spread adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing periods, respectively. As discussed in Note 2, Summary of Significant Accounting Policies , the Company adopted ASU 2020-04 in the second quarter of 2022. The Company has elected the expedient that allows for this contract modification to be treated as not substantial and to account for any related changes on a prospective basis from the modification date. Senior Secured Notes On February 3, 2022, the LLC issued $ 400.0 million of senior secured notes. The notes have a 4.38 % interest rate and will mature on February 1, 2030 . As of June 30, 2022, unamortized deferred issuance costs and discount were $ 7.9 million and the Company accrued $ 7.2 million of interest related to these notes. |
Stockholders' and Members' Equi
Stockholders' and Members' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders' and Members' Equity | 10. Stockholders' and Members' Equity The LLC Equity Structure Prior to the Organizational Transactions and the IPO, the LLC had issued and outstanding Class A common units, Class B common units, preferred units, and Redeemable Preferred Units. As part of the Organizational Transactions, the Class A common units and the Class B common units were exchanged for LLC Common Units. Substantially concurrent with the IPO, the LLC repurchased preferred units from the Founder Group for $ 78.3 million, which reflected the par value of $ 75.0 million plus unpaid accrued preferred dividends. Redeemable Preferred Units Prior to the Organizational Transactions and IPO, the Company had 260,000,000 Redeemable Preferred Units issued and 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. 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. Additionally, the Onex Purchase Agreements required a redemption (“Mandatory Redemption”) of the Redeemable Preferred Units upon the occurrence of a realization event, which included 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. See Note 13, Derivatives and Note 16, Fair Value Measurements for further information. As part of the Organizational Transactions, the Company acquired the entity (the “Preferred Blocker Entity”) through which Onex held its preferred unit interest in the LLC. The 260,000,000 Redeemable Preferred Units of the LLC owned by the Preferred Blocker Entity were converted through a series of transactions to LLC Common Units immediately after the acquisition. As the Company's IPO in July 2021 was a realization event triggering the payment of the make-whole provision to Onex, there were no amounts outstanding related to the Redeemable Preferred Units in the Consolidated Balance Sheets as of June 30, 2022 or December 31, 2021. Ryan Specialty Holdings, Inc. Equity Structure In connection with the Company’s IPO in July 2021, the Company’s Board of Directors approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,000,000,000 shares of Class A common stock, 1,000,000,000 shares of Class B common stock, 10,000,000 shares of Class X common stock, and 500,000,000 shares of preferred stock, each having a par value of $ 0.001 per share. The Company’s amended and restated certificate of incorporation and the New LLC Operating Agreement require that the Company and the LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Common Units owned by the Company, except as otherwise determined by the Company. Class A and Class 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 as set forth in the Company’s amended and restated certificate of incorporation, shall be entitled to one vote per share. All holders of Class A common stock and Class B common stock vote together as a single class except as otherwise required by applicable law or our amended and restated certificate of incorporation. In accordance with the New LLC Operating Agreement, the LLC Unitholders will be entitled to exchange LLC Common Units for shares of Class A common stock, in accordance with the LLC Operating Agreement or, at the Company's election, for cash from a substantially concurrent public offering or private sale (based on the price of our Class A common stock in such public offering or private sale). The LLC Unitholders will also be required to deliver to us an equivalent number of shares of Class B common stock to effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Holders of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of the Company. Class X Common Stock As part of the Organizational Transactions, the Company acquired the Common Blocker Entity (i.e. the entity through which Onex held its Class B common unit interest in the LLC). Through the acquisition, Onex exchanged its equity interests in the Common Blocker Entity for shares of Class A common stock and a right to participate in the TRA. The Company issued shares of Class X common stock to Onex, which were immediately repurchased and canceled, as a mechanism for Onex to participate in the TRA. The shares of Class X common stock have no economic or voting rights. T here were no shares of Class X common stock outstanding as of June 30, 2022 or December 31, 2021. Preferred Stock There were no shares of preferred stock outstanding as of June 30, 2022 or December 31, 2021. Under the terms of the amended and restated certificate of incorporation, the Board is authorized to direct the Company to issue shares of preferred stock in one or more series without shareholder approval. The Board has the discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. Dividends No dividends were declared or payable as of June 30, 2022 or December 31, 2021. Non-controlling Interest In connection with the IPO and the Organizational Transactions, the Company became the sole managing member of the LLC. As a result, the Company began consolidating the LLC in its consolidated financial statements, resulting in a non-controlling interest related to the LLC Common Units not held by the Company on the consolidated financial statements. The non-controlling interest previously recognized in the LLC's historical consolidated financial statements represented the LLC's equity interests in an underlying subsidiary. As of June 30, 2022 and December 31, 2021, the Company owned 42.9 % of the economic interests of the LLC, while the non-controlling interest holders owned the remaining 57.1 % of the ec onomic interests in the LLC. Weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage was 57.8 % and 57.7 % for the three and six months ended June 30, 2022 , respectively. |
Equity-based Compensation
Equity-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-based Compensation | 11. Equity-based Compensation Substantially concurrent with the IPO, the Company's Board of Directors adopted the Ryan Specialty Holdings, Inc. 2021 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan provides for potential grants of the following awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) performance awards, (v) other stock-based awards, (vi) other cash-based awards, and (vii) analogous equity awards made in equity of the LLC. IPO-related Awards As a result of the Organizational Transactions, pre-IPO holders of the LLC Class A common units that were granted as incentive awards, which had historically been classified as equity and vested pro rata over five years , were required to exchange their units for one or more of the following: (i) Restricted Stock, (ii) Reload Options, (iii) Restricted Common Units, or (iv) Reload Class C Incentive Units, collectively, the “Replacement Awards.” The reload awards were issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards. The Restricted Stock and Restricted Common Units are referred to as “restricted” due to the transfer restriction on all Restricted Stock and Restricted Common Units awarded to employees. The transfer restrictions apply on a non-linear schedule for the five year period following the IPO. As these restrictions lift based on the passage of time, Restricted Stock and Restricted Common Units will be referred to as Class A common stock and LLC Common Units, respectively. Separately, certain employees were granted one or more of the following new awards: (i) Restricted Stock Units (“RSUs”), (ii) Staking Options, (iii) Restricted LLC Units (“RLUs”), or (iv) Staking Class C Incentive Units. The terms of these awards are described below. All awards granted as part of the Organizational Transactions and the IPO are subject to the transfer restrictions. Equity-Based Awards Modification As noted above, as a result of the Organizational Transactions and the IPO, pre-IPO holders of LLC Class A common units exchanged their units for the Replacement Awards. This exchange was considered a modification as of the IPO date as a result of the change in terms and conditions of the existing awards and the issuance of new options and profits interests that have different vesting schedules than the exchanged awards. This modification resulted in the re-measurement of the awards in accordance with ASC 718. Total compensation cost recognized for the modified awards equaled the grant date fair value from the pre-IPO grants, plus any incremental compensation cost measured at the modification date (i.e. the IPO date). The modification impacted approximately 380 employees. The incremental compensation expense arising from the modification is primarily driven by the right to future TRA payments as a result of the Organizational Transactions, as well as the TRA Alternative Payments, offset by the existence of new transfer restrictions that extend beyond vesting dates. The TRA provides for the potential, future payment to certain LLC Unitholders of tax benefits realized by the Company. The right to these potential future payments is considered in the calculation of the fair value of the Restricted Common Units and Reload Class C Incentive Units granted to employees. Additionally, those employees who exchanged their granted units into Restricted Stock received a one-time lump sum TRA Alternative Payment in an aggregate amount of $37.6 million. These one-time cash payments were paid upon the closing of the IPO on July 26, 2021. The cash payments were treated as a cash settlement of a portion of the existing awards and, therefore, included in the post-IPO value for determining the incremental expense in the modification. The remaining unamortized fair value as of the modification date will be recognized as equity-based compensation allocated on a relative fair value basis of the awards over the remaining service periods. Incentive Awards As part of the Company's annual compensation process, the Company issues certain employees and directors equity-based compensation awards (“Incentive Awards”). Additionally, the Company offers Incentive Awards to certain new hires. These Incentive Awards typically take the form of (i) RSUs, (ii) RLUs, (iii) Class C Incentive Units, or (iv) Stock Options. Restricted Stock As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock in the Company in exchange for their LLC Units, which were first exchanged into LLC Common Units. The Restricted Stock follows the vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years . Restricted Stock activity for the period was as follows: Six Months Ended June 30, 2022 Restricted Stock Weighted Average Grant Date Fair Value Unvested at beginning of period 3,222,634 $ 21.15 Granted — — Vested 617,160 21.15 Forfeited 12,554 21.15 Unvested at end of period 2,592,920 $ 21.15 The weighted-average grant date fair value of $ 21.15 reflects the fair value of the Restricted Stock at the time of the modification. Restricted Stock Units (RSUs) IPO RSUs Related to the IPO, the Company granted RSUs to certain employees. The IPO RSUs vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10 % vesting in each of years 3 through 9 and 30 % vesting in year 10 . The grant date fair value considers the IPO price of $ 23.50 adjusted for a weighted average 2.4 % discount for lack of marketability due to the transfer restrictions. Upon vesting, IPO RSUs automatically convert on a one-for-one basis into Class A common stock. Six Months Ended June 30, 2022 Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period 4,330,104 $ 22.95 Granted — — Vested 52,023 22.42 Forfeited 55,877 22.42 Unvested at end of period 4,222,204 $ 22.94 Incentive RSUs As part of the Company's annual compensation process, the Company issued Incentive RSUs to certain employees. The Incentive RSUs vest either 100 % 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 5 years from the grant date, with 33.3 % vesting in each of years 3 , 4 and 5 . Upon vesting, Incentive RSUs automatically convert on a one-for-one basis into Class A common stock. Six Months Ended June 30, 2022 Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 828,524 34.54 Vested — — Forfeited 1,453 34.39 Unvested at end of period 827,071 $ 34.54 Stock Options Reload Options As part of the Organizational Transactions and IPO, certain employees who exchanged their LLC Common Units for shares of the Company were also granted Reload Options that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the IPO price of $ 23.50 . The Reload Options vest either 100 % 3 years from the grant date or over 5 years from the grant date, with 33.3 % vesting in each of years 3 , 4 and 5 . Vested Reload Options are exercisable up to the tenth anniversary of the grant date. Six Months Ended June 30, 2022 Options Weighted Average Exercise Price Outstanding at beginning of period 4,592,319 $ 23.50 Granted — — Exercised — — Forfeited 25,999 23.50 Unvested at end of period 4,566,320 $ 23.50 The fair value of Reload Options granted at the time of the IPO 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. Six Months Ended June 30, 2022 Options Weighted Average Exercise Price Outstanding at beginning of period 66,667 $ 23.50 Granted — — Exercised — — Forfeited — — Unvested at end of period 66,667 $ 23.50 The fair value of Staking Options granted at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumption ranges: Assumptions Volatility 25.0 % Time to maturity (years) 9.1 Risk-free rate 1.19 % Fair value per unit $ 7.82 Dividend yield 0.0 % Incentive Options As part of the Company's annual compensation process, the Company issued Incentive Options to certain employees that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis. The Incentive Options vest over 5 years from the grant date, with 33.3 % vesting in each of years 3 , 4 and 5 . Six Months Ended June 30, 2022 Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 175,222 34.39 Exercised — — Forfeited — — Unvested at end of period 175,222 $ 34.39 The fair value of Incentive Options granted during the six months ended June 30, 2022 was determined using the Black-Scholes option pricing model with the following assumption ranges: Assumptions Volatility 27.5 % Time to maturity (years) 7.0 Risk-free rate 2.16 % Fair value per unit $ 11.68 Dividend yield 0.0 % The use of a valuation model for the Options requires management to make certain assumptions with respect to selected model inputs. Expected volatility was calculated based on the 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. The aggregate intrinsic value and weighted average remaining contractual terms of Stock Options outstanding and Stock Options exercisable were as follows as of June 30, 2022: June 30, 2022 Aggregate intrinsic value ($ in thousands) Reload Options outstanding $ 71,646 Reload Options exercisable — Staking Options outstanding $ 1,046 Staking Options exercisable — Incentive Options outstanding $ 841 Incentive Options exercisable — Weighted-average remaining contractual term (in years) Reload Options outstanding 9.1 Reload Options exercisable — Staking Options outstanding 10.1 Staking Options exercisable — Incentive Options outstanding 9.7 Incentive Options exercisable — Restricted Common Units As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Common Units in exchange for their LLC Units. The Restricted Common Units follow the vesting schedule of the LLC Units for which they were exchanged. LLC Units historically vested pro rata over 5 years . Restricted Common Unit activity for the period was as follows: Six Months Ended June 30, 2022 Common Units Weighted Average Grant Date Fair Value Unvested at beginning of period 5,743,520 $ 23.84 Granted — — Vested 1,943,249 23.84 Forfeited — — Unvested at end of period 3,800,271 $ 23.84 The weighted average grant date fair value reflects the fair value of the Restricted Common Units at the time of the modification. Restricted LLC Units (RLUs) IPO RLUs Related to the IPO, the Company granted RLUs to certain employees that vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10 % vesting in each of years 3 through 9 and 30 % vesting in year 10 . Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units. Six Months Ended June 30, 2022 Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period 1,543,277 $ 25.05 Granted — — Vested — — Forfeited — — Unvested at end of period 1,543,277 $ 25.05 Incentive RLUs As part of the Company's annual compensation process, the Company issued Incentive RLUs to certain employees. The Incentive RLUs vest pro rata over 3 or 5 years from the grant date. Upon vesting, RLUs automatically convert on a one-for-one basis into LLC Common Units. Six Months Ended June 30, 2022 Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 145,527 34.86 Vested — — Forfeited — — Unvested at end of period 145,527 $ 34.86 Class C Incentive Units Reload Class C Incentive Units As part of the Organizational Transactions and 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 33.3 % vesting in each of years 3 , 4 and 5 . Six Months Ended June 30, 2022 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period 3,911,490 $ 23.50 Granted — — Vested — — Forfeited — — Unvested at end of period 3,911,490 $ 23.50 Staking Class C Incentive Units Related to the IPO, certain employees were granted Staking Class C Incentive Units, which are profits interests. When the value of the Class A common stock exceeds the IPO price of $ 23.50 , any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Staking Class C Incentive Units vest either pro rata over 5 years from the grant date or over 10 years from the grant date, with 10 % vesting in each of years 3 through 9 and 30 % vesting in year 10 . Six Months Ended June 30, 2022 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period 2,116,667 $ 23.50 Granted — — Vested — — Forfeited — — Unvested at end of period 2,116,667 $ 23.50 Class C Incentive Units As part of the Company's annual compensation process, the Company issued Class C Incentive Units to certain employees, which are profits interests. When the value of the Class A common stock exceeds the participation threshold, any vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units may immediately be redeemed on a one-to-one basis for Class A common stock. The Class C Incentive Units vest over 8 years from the grant date, with 15 % vesting in each of years 3 through 7 and 25 % vesting in year 8 . Six Months Ended June 30, 2022 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period — $ — Granted 300,000 34.39 Vested — — Forfeited — — Unvested at end of period 300,000 $ 34.39 Valuation Considerations The Restricted Common Units and RLUs, once vested and after delivery of LLC Common Units, are exchangeable into shares of Class A common stock of the Company on a one-to-one basis, which entitles the unitholders to TRA payments resulting from 85% of the tax savings generated by the Company. The various Class C Incentive Units have the same terms as the LLC Common Units, with the exception of their respective participation thresholds. When the price of the Class A common stock exceeds the participation threshold, the Class C Incentive Units can be exchanged for Restricted Common Units of equal value and are entitled to the same TRA payments upon an exchange to Class A common stock. In order to value the Restricted Common Units, RLUs, and Class C Incentive Units, the Company is required to make certain assumptions with respect to selected model inputs. Due to the nature of the underlying risks inherent in 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 range of 1.9 %- 2.4 % was based on U.S. Treasury rates commensurate with a term of 30 years. Due to the transfer restrictions on the IPO awards, a discount for lack of marketability was applied based on the term between when each Restricted Common Unit, IPO RLU, Staking Class C Incentive Unit, or Reload Class C Incentive Unit vests, and when it is released from the transfer restriction. The range of discounts from 6.0 % to 19.1 % were applied on the proportion of value associated with the receipt of Class A common stock upon the exchange of each Restricted Common Unit, IPO RLU, or Class C Incentive Unit. Non-Employee Director Stock Grants Starting in 2022, the Company grants RSUs (“Director Stock Grants”) to non-employee directors serving as members of the Company's Board of Directors, with the exception of the one director appointed by Onex in accordance with Onex’s nomination rights who has agreed to forgo any compensation for his service to the Board. The Director Stock Grants are vested immediately upon grant. During the six months ended June 30, 2022 , the Company granted 53,159 Director Stock Grants. The Company recognized $ 0.1 million and $ 1.6 million of expense related to the Director Stock Grants during the three and six months ended June 30, 2022, respectively. Profit Sharing Contribution In March 2022, the Company made a discretionary profit sharing contribution of 75,026 shares of Class A common stock, collectively, to certain employees' defined contribution retirement benefit plan accounts. The Company recognized $ 2.6 million of expense related to the profit sharing contribution during the six months ended June 30, 2022. Equity-Based Compensation Expense As of June 30, 2022, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining expense period is as follows: Amount Weighted Average Remaining Expense Period (years) Restricted Stock $ 12,920 1.5 IPO RSUs 66,934 4.8 Incentive RSUs 26,019 2.9 Reload Options 5,758 2.3 Staking Options 441 6.4 Incentive Options 1,895 3.8 Restricted Common Units 11,584 1.0 IPO RLUs 31,787 6.2 Incentive RLUs 4,293 1.9 Reload Class C Incentive Units 7,553 2.8 Staking Class C Incentive Units 19,637 5.5 Class C Incentive Units 5,394 5.5 Total unrecognized equity-based compensation expense $ 194,215 The following table includes the equity-based compensation expense the Company realized in the three and six months ended June 30, 2022 by expense type from the view of expense related to pre- and post-IPO awards. The table also presents the unrecognized equity-based compensation expense as of June 30, 2022 in the same view. A similar view has not been presented for the three and six months ended June 30, 2021 as all equity based-compensation expense was related to legacy LLC equity. Recognized Unrecognized Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 As of June 30, 2022 IPO awards IPO RSUs and Staking Options $ 6,115 $ 13,007 $ 67,375 IPO RLUs and Staking Class C Incentive Units 3,359 6,682 51,424 Incremental Restricted Stock and Reload Options 1,841 3,926 12,218 Incremental Restricted Common Units and Reload Class C Incentive Units 2,789 6,934 16,241 Pre-IPO incentive awards Restricted Stock 1,383 2,802 6,460 Restricted Common Units 861 1,738 2,896 Post-IPO incentive awards Incentive RSUs 2,211 2,550 26,019 Incentive RLUs 676 780 4,293 Incentive Options 132 152 1,895 Class C Incentive Units 275 317 5,394 Other expense Director Stock Grants 138 1,560 N/A Profit Sharing Contribution — 2,580 N/A Total equity-based compensation expense $ 19,780 $ 43,028 $ 194,215 The Company recognized equity-based compensation expense of $ 19.8 million and $ 3.2 million for the three months ended June 30, 2022 and 2021 , respectively. The Company recognized equity-based compensation expense of $ 43.0 million and $ 7.6 million for the six months ended June 30, 2022 and 2021 , respectively |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. Earnings Per Share Basic earnings per share is computed by dividing net earnings attributable to Ryan Specialty Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed giving effect to all potentially dilutive shares. As shares of Class B common stock do not share in earnings and are not participating securities they are not included in the Company's calculation. Prior to the IPO, the LLC equity structure included preferred 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 and determined that it would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the three and six months ended June 30, 2021. A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share of Class A common stock is as follows: Three Months Ended Six Months Ended Net income $ 70,120 $ 88,196 Net income attributable to non-controlling interests 45,619 56,784 Net income attributable to Ryan Specialty Holdings, Inc. $ 24,501 $ 31,412 Numerator: Net income attributable to Class A common shareholders $ 24,501 $ 31,412 Add: Income attributed to substantively vested RSUs 387 372 Net income attributable to Class A common shareholders- basic 24,888 31,784 Add: Income attributed to dilutive shares 1,544 41,942 Net income attributable to Class A common shareholders- diluted $ 26,432 $ 73,726 Denominator: Weighted-average shares of Class A common stock outstanding- basic 108,054,437 107,327,462 Add: Dilutive shares 12,150,465 157,090,008 Weighted-average shares of Class A common stock outstanding- diluted 120,204,902 264,417,470 Earnings per Share: Earnings per share of Class A common stock- basic $ 0.23 $ 0.30 Earnings per share of Class A common stock- diluted $ 0.22 $ 0.28 The following number of shares were excluded from the calculation of diluted earnings per share because the effect of including such potentially dilutive shares would have been antidilutive: Three Months Ended Six Months Ended Incentive Options 175,222 175,222 Class C Incentive Units 300,000 300,000 Conversion of non-controlling interest LLC Common Units (1) 144,495,397 — (1) Weighted average shares outstanding for the three months ended June 30, 2022. |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 13. Derivatives Redeemable Preferred Units Embedded Derivatives As discussed in Note 10, Stockholders' and Members' Equity , the Company's IPO in July 2021 was a realization event triggering the payment of the make-whole provision related to the Redeemable Preferred Units to Onex. Consequently, the embedded derivatives related to the make-whole provision were no longer outstanding as of June 30, 2022. The Company recognized $ 8.0 million and $ 20.6 million of l oss related to the Redeemable Preferred Units embedded derivatives during the three and six months ended June 30, 2021 . The losses were recognized in Other non-operating loss (income) within the Consolidated Statements of Income. The Company recognized the $ 20.6 million of loss related to the six months ended June 30, 2021 in Other current assets and accrued liabilities on the Consolidated Statements of Cash Flows. Interest Rate Cap On April 7, 2022, the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company's Term Loan in the amount of $ 25.5 million. The interest rate cap has a $ 1,000.0 million notional amount, 2.75 % strike, and terminates on December 31, 2025. As of June 30, 2022, the fair value of the interest rate cap was $ 24.6 million, which is included in Other non-current assets on the Consolidated Balance Sheets. The Company formally designated the interest rate cap as a cash flow hedge. At June 30, 2022 , the interest rate cap agreement was determined to be an effective hedge. The Company elected to exclude the change in the time value of the interest rate cap from the assessment of hedge effectiveness and will amortize the initial value of the premium over the life of the instrument. The premium amortization was recognized in Interest expense, net on the Consolidated Statements of Income. The $ 0.3 million difference between the $ 0.9 million change in fair value of the interest rate cap and the $ 1.2 million of premium amortization was recognized in Other comprehensive income (loss) for the three and six months ended June 30, 2022 . The Company recognized the $ 0.9 million change in fair value in Other non-current assets and accrued liabilities on the Consolidated Statements of Cash Flows for the six months ended June 30, 2022 . |
Employee Benefit Plans, Prepaid
Employee Benefit Plans, Prepaid and Long-Term Incentives | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans, Prepaid and Long-Term Incentives | 14. Employee Benefit Plans, Prepaid and Long-Term Incentives Defined Contribution Plan The Company offers a defined contribution retirement benefit plan, the Ryan Specialty Employee Savings Plan (the “Plan”), to all eligible U.S. employees, based on a minimum number of service hours in a year. Under the Plan, eligible employees may contribute a percentage of their compensation, subject to certain limitations. Further, the Plan authorizes the Company to make a discretionary matching contribution, which has historically equaled 50 % of each eligible employee’s contribution. The Company makes discretionary matching contributions throughout the year. The Company recognized expense related to discretionary matching contributions in the amoun t of $ 4.2 million and $ 3.6 million during the three months ended June 30, 2022 and 2021 , respectively, and $ 10.4 million and $ 7.1 million during the six months ended June 30, 2022 and 2021, respectively. Deferred Compensation Plan The Company offers a non-qualified deferred compensation plan to certain senior employees and 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. Changes in value on deferred amounts held are recognized within Compensation and benefits in the Consolidated Statements of Income and Current and Non-current Accrued compensation in the Consolidated Balance Sheets. As of June 30, 2022 , $ 1.7 million and $ 6.4 million were included in Current Accrued compensation and Non-current Accrued compensation, respectively. As of December 31, 2021, $ 4.2 million was included in Non-current Accrued compensation in the Consolidated Balance Sheets. 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, 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 $ 0.0 million and $ 0.5 million during the three months ended June 30, 2022 and 2021 , respectively, and $ 0.2 million and $ 1.0 million related to these awards for the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022 , $ 0.0 million and $ 0.2 million related to such agreements was included within Current Accrued compensation and Non-current Accrued compensation, respectively, in the Consolidated Balance Sheets. As of December 31, 2021 , $ 5.2 million and $ 0.2 million related to such agreements was included in Current Accrued compensation and Non-current Accrued compensation, respectively, in the Consolidated Balance Sheets. All Risks Long-Term Incentive Plans ARL had established various long-term incentive plans (“LTIPs”) throughout its history to incentivize certain executives, producers and key employees. ARL additionally established sales bonuses, implemented by the management of ARL, as compensation for past services performed in connection with executing the sale of the business to Ryan Specialty. The LTIP awards vest based on the achievement of various service conditions and are cash-settled. Subsequent to the acquisition, cash settlements are made by the Company. The total $ 328.0 million 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 accrued under these plans are required to be paid within twelve months of the termination date, subject to participants meeting service conditions, thereby accelerating certain payments. Of the expense related to post-combination services, after forfeitures of $ 2.9 million, the Company recognized $ 14.7 million and $ 17.5 million related to these awards for the six months ended June 30, 2022 and 2021 , respectively, with the remaining expense of $ 5.1 million to be recognized in the third quarter of 2022. $ 7.1 million and $ 8.6 million of expense was recognized during the three months ended June 30, 2022 and 2021 , respectively. The related expense is recognized in Compensation and benefits in the Consolidated Statements of Income. The Company made cash payments of $ 4.1 million and $ 0.6 million for the six months ended June 30, 2022 and 2021 , respectively, with the remaining cash balance of $ 106.7 million to be paid in the third quarter of 2022. The LTIP accrual was $ 101.6 million and $ 91.0 million as of June 30, 2022 and December 31, 2021, respectively. The liability for these awards is recognized in Current Accrued compensation in the Consolidated Balance Sheets. 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 are structured as recourse loans and contain non-solicit clauses and have terms that are between three and ten years. In the event of an employee’s termination, whether voluntary or involuntary, the employee must repay the unpaid, unforgiven note balance at termination. The Company has a policy of enforcing the provisions of the unforgiven portion of the forgivable note agreements by pursuing collection through third-party collection agencies and taking legal action. The aggregate balance of forgivable notes was $ 27.6 million and $ 31.2 million as of June 30, 2022 and December 31, 2021 , respectively. This balance is included within Current and Non-current Prepaid incentives - net in the Company’s Consolidated Balance Sheets. The amortization expense associated with the forgiveness of the principal amount of the notes and accrued interest is 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. The Company recognized expense related to the forgivable notes of $ 1.8 million and $ 1.6 million during the three months ended June 30, 2022 and 2021 , respectively, and $ 3.5 million and $ 3.7 million during the six months ended June 30, 2022 and 2021 , respectively. As of the end of 2020, the Company no longer issues forgivable notes as employee incentives. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Jun. 30, 2022 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 15. Variable Interest Entities Ryan Specialty Holdings Inc. is a holding company and the sole managing member of the LLC. The Company's principal asset is a controlling equity interest in the LLC. The Company considers itself the primary beneficiary of the LLC as the Company has both the power to direct the activities that most significantly impact the LLC’s economic performance and is expected to receive benefits that are significant to the Company. As the primary beneficiary of the LLC, the Company consolidates the results and operations of the LLC for financial reporting purposes under the variable interest consolidation model guidance in ASC 810 Consolidations . The Company's relationship with the LLC results in no recourse to the general credit of the Company. Further, the Company has no contractual requirement to provide financial support to the LLC. The Company shares in the income and losses of the LLC in direct proportion to the Company's ownership percentage. The Company’s financial position, financial performance and cash flows effectively represent those of the LLC as of and for the period ended June 30, 2022 , with the exception of Cash and cash equivalents of $ 18.7 million, Accounts payable and accrued liabilities of $ 9.2 million, the entire balance of the Tax Receivable Agreement liabilities of $ 293.8 million and Deferred tax assets of $ 404.3 million on the Consolidated Balance Sheets, which are attributable solely to the Company . As of December 31, 2021 , the Tax Receivable Agreement liabilities of $ 272.1 million and $ 382.8 million of the Deferred tax assets on the Consolidated Balance Sheet were attributable solely to the Company. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 16. 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. 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 as of June 30, 2022 and December 31, 2021 approximate fair value because of the short-term duration of these instruments. Derivative Instruments Redeemable Preferred Units 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 was 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, there are no further amounts outstanding. Interest Rate Cap The Company uses an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company's Term Loan. The fair value of the interest rate cap agreement is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the cap. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The inputs used in determining the Company’s derivative financial instruments reported at fair value are considered Level 2. Contingent Consideration The fair value of these contingent consideration obligations is based on the present value of the future expected payments to be made to the sellers of the acquired 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 which are then run through a series of simulations. The risk-free rates, expected volatility, and credit spread used in the models range from 1.73 % to 2.92 %, 15.0 % to 47.5 % and 6.0 % to 6.2 %, res pectively, for the period ended June 30, 2022. As of December 31, 2021 , the risk-free rates, expected volatility, and credit spread used in the models ranged from 0.06 % to 0.85 %, 15.0 % to 35.0 %, and 2.3 % to 3.2 %, respectively. The Company then discounts the expected payments created by the Monte Carlo model to present value using a risk-adjusted rate that takes into consideration the market-based rates of return that reflect the ability of the acquired entity to achieve its targets. These discount rates generally range from 5.3 % to 14.8 % for the a cquisitions. 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 Consolidated Statements of Income. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related EBITDA and percentage milestones, the estimated timing in which milestones are achieved, and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as the Company’s revenue growth rate and EBITDA estimates evolve and additional data is obtained, impacting the Company’s assumptions. The use of different assumptions and judgements could result in a materially different estimate of fair value which may have a material impact on the results from operations and financial position. See Note 4, Mergers and Acquisitions , for further information on contingent consideration. The following fair value hierarchy table presents information about the Company’s liabilities measured at fair value on a recurring basis as of June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 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 Assets: Interest rate cap $ — $ 24,637 $ — $ — $ — $ — Liabilities: Debt (1) $ 1,928,124 $ — $ — $ 1,631,412 $ — $ — Contingent purchase consideration — — 26,357 — — 42,053 Total assets and liabilities measured at fair value $ 1,928,124 $ 24,637 $ 26,357 $ 1,631,412 $ — $ 42,053 (1) As of June 30, 2022, this represents the Term Loan and Senior Secured Notes. As of December 31, 2021, only the Term Loan was outstanding. See Note 9, Debt. There were no assets or liabilities that were transferred between fair value hierarchy levels during the six months ended June 30, 2022 or the year ended December 31, 2021. The following is a reconciliation of the beginning and ending balances for the Level 3 liabilities measured at fair value: June 30, 2022 June 30, 2021 Contingent Purchase Consideration Make-Whole Provision on Redeemable Preferred Units Contingent Purchase Consideration Total Balance at beginning of period $ 42,053 $ 30,423 $ 22,096 $ 52,519 Total (gains) losses included in earnings ( 462 ) 20,612 2,712 23,324 Settlements ( 15,234 ) — ( 2,673 ) ( 2,673 ) Balance at end of period $ 26,357 $ 51,035 $ 22,135 $ 73,170 During the six months ended June 30, 2022 and 2021 , there were no purchases, issues, sales, or transfers related to fair value measurements. During the six months ended June 30, 2022 , the $ 9.0 million and $ 6.2 million settlements of contingent consideration are presented in the operating and financing sections, respectively, of the Consolidated Statements of Cash Flows. The $ 2.7 million settlement of contingent consideration in the six months ended June 30, 2021 is presented in the operating section of the Consolidated Statements of Cash Flows. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies Legal – E&O and Other Considerations As an excess and surplus lines and admitted markets intermediary, and in addition to ordinary course of business E&O exposure, the Company has potential E&O risk if an insurance carrier with which Ryan Specialty 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. 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 $ 3.7 million and $ 2.7 million were held for outstanding matters as of June 30, 2022 and December 31, 2021 , respectively. The Company recognized $ 1.3 million and $ 0.4 million of expense for the three months ended June 30, 2022 and 2021 , respectively, and $ 1.7 million and $ 0.7 million for the six months ended June 30, 2022 and 2021, respectively, in General and administrative expense on the Consolidated Statements of Income. The historical claim and commercial accommodation data used to project the current reserve levels may not be indicative of future claim activity. Thus, the reserve levels, which may be based on corresponding actuarial ranges, could change in the future as more information becomes known, which could materially impact the amounts reported and disclosed herein. |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transaction [Line Items] | |
Related Parties | 18. Related Parties The Company has entered into various transactions and agreements with the LLC, its subsidiaries, certain other affiliates and related parties (collectively, “Related Parties”). Ryan Re and Geneva Re Ryan Re Ryan Re was designed in 2018 to incubate a new reinsurance underwriting service offering. On June 13, 2019, Ryan Re was contributed to Geneva Ryan Holdings, LLC (“GRH”). GRH was formed as an investment holding company designed to aggregate investment funds of Patrick G. Ryan and other affiliated investors. One affiliated investor is an LLC Unitholder and a director of the Company, and another is an LLC Unitholder and employee of the Company. Ryan Specialty does not consolidate GRH as the Company does not have a direct investment 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. 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. 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 non-controlling interest presented on the Consolidated Statements of Income for the six months ended June 30, 2021 relates to Ryan Re prior to it becoming a wholly owned subsidiary. Ryan Investment Holdings Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds of 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, Ltd (“Geneva Re”), a Bermuda-regulated reinsurance company. RIH is considered a related party variable interest entity under common control with the Company. The Company is not most closely associated with the variable interest entity and therefore does not consolidate RIH. The assets of RIH are restricted to settling obligations of RIH, pursuant to Delaware limited liability company statutes. The Company is not required to contribute any additional capital to RIH, and its maximum exposure to loss on the equity method investment is the total invested capital of $ 47.0 million. 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 January 1, 2021, the Company entered into a service agreement with Geneva Re to provide both administrative services to, as well as disburse payments for costs directly incurred by, Geneva Re. These direct costs include compensation expenses incurred by employees of Geneva Re. The Company had $ 0.7 million and $ 0.5 million due from Geneva Re under this agreement as of June 30, 2022 and December 31, 2021, respectively. Ryan Re Services Agreement with Geneva Re and Nationwide Revenue earned from Geneva Re, net of applicable constraints, was $ 0.4 million and $ 0.4 million for the three months ended June 30, 2022 and 2021 , respectively, and $ 0.8 million and $ 0.9 million for the six months ended June 30, 2022 and 2021 , respectively. Receivables due from Geneva Re under this agreement, net of applicable constraints, was $ 1.5 million and $ 4.2 million as of June 30, 2022 and December 31, 2021, respectively. Company Leasing of Corporate Jets In the ordinary course of its business, the Company charters executive jets for business purposes from a third-party service provider called Executive Jet Management (“EJM”). Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s charter operations, which include EJM chartering to third parties, for which he receives remuneration from EJM. The Company pays market rates for chartering aircraft through EJM, unless the particular aircraft chartered is Mr. Ryan’s, in which case the Company receives a discount below market rates. Historically, the Company has been able to charter Mr. Ryan’s aircraft and make use of this discount. The Company recognized expense related to business usage of the aircraft of $ 0.3 million and $ 0.1 million for the three months ended June 30, 2022 and 2021 , respectively, and $ 0.4 million and $ 0.3 million for the six months ended June 30, 2022 and 2021, respectively. Consulting Arrangement with a Director We have contracted with Michael O’Halleran, a director of the Company, to provide consulting services. Mr. O’Halleran receives less than $ 0.1 million on a quarterly basis. Mr. O’Halleran’s compensation under the consulting agreement of $ 0.2 million annually is based on external market practices 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 for 2021 was $ 0.3 million, including production bonuses of $ 0.1 m illion. His total annual compensation for 2022 is expected to be substantively the same . He also received benefits generally available to all employees. His compensation was determined in accordance with our standard employment and compensation practices. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. 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 the LLC. The 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. The LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiary. For the periods presented prior to the Organizational Transactions and IPO, the reported income taxes represent those of the LLC. The Company’s effective tax rate from continuing operations was 13.74 % and 3.55 % for the three months ended June 30, 2022 and 2021 , respectively, and 7.03 % and 7.12 % for the six months ended June 30, 2022 and 2021, respectively. The effective tax rate for the three months ended June 30, 2022 is significantly different from the 21 % statutory rate primarily as a result of income attributable to the non-controlling interest. The effective tax rate for the six months ended June 30, 2022 is significantly different from the 21 % statutory rate primarily as a result of the changes in state tax rates and the income attributable to the non-controlling interest. The quarterly effective tax rates for the three and six months ended June 30, 2021 are significantly different from the 21 % statutory tax rate primarily because the Company was taxed as an LLC pre-IPO. The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits as of June 30, 2022, that if recognized, would affect the annual effective tax rate. The Company does not anticipate material changes in unrecognized tax benefits within the next twelve-month period. The Company’s 2021 tax year filings are open to examination by taxing authorities for U.S. federal and state income tax purposes. Deferred Taxes The Company reported Deferred tax assets of $ 404.2 million and $ 382.8 million as of June 30, 2022 and December 31, 2021, respectively, and Deferred tax liabilities of $ 0.7 million and $ 0.6 million as of June 30, 2022 and December 31, 2021, respectively, on the Consolidated Balance Sheets. The increase in the Deferred tax assets during the six months ended June 30, 2022 was primarily related to an increase of $ 9.8 million for changes in the state tax rates, which resulted in a tax benefit on the Consolidated Statements of Income, and an increase of $ 15.4 million due to exchanges of LLC Common Units, which resulted in an increase to Additional paid-in capital on the Consolidated Statements of Mezzanine Equity and Stockholders’/Members’ Equity. As of June 30, 2022 , the Company concluded that, based on the weight of all available positive and negative evidence, the Deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are more likely than not to be realized. As such, no valuation allowance has been recognized against that basis difference. Tax Receivable Agreement (TRA) In connection with the Organizational Transactions and IPO, the Company entered into a TRA with current and certain former LLC Unitholders. The TRA provides for the payment by the Company to the current and certain former LLC Unitholders of 85 % of the net cash savings, if any, in U.S. federal, state, and local income taxes that the Company realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in the tax basis of the assets of the LLC resulting from purchases or exchanges of LLC Common Units (“Exchange Tax Attributes”), (ii) certain tax attributes of the LLC that existed prior to the IPO (“Pre-IPO M&A Tax Attributes”), (iii) certain favorable “remedial” partnership tax allocations to which the Company becomes entitled (if any), and (iv) certain other tax benefits related to the Company entering into the TRA, including certain tax benefits attributable to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA. The amounts payable under the TRA will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. Based on current projections, the Company anticipates having sufficient taxable income to be able to realize the benefits and has recorded Tax Receivable Agreement liabilities of $ 293.8 million related to these benefits on the Consolidated Balance Sheets as of June 30, 2022 . The following summarizes activity related to the Tax Receivable Agreement liabilities: Exchange Tax Attributes Pre-IPO M&A Tax Attributes TRA Payment Tax Attributes TRA Liabilities Balance at December 31, 2021 $ 136,704 $ 83,389 $ 52,007 $ 272,100 Exchange of LLC Common Units 9,897 1,435 3,159 14,491 Remeasurement - change in state rate 2,884 1,759 2,530 7,173 Balance at June 30, 2022 $ 149,485 $ 86,583 $ 57,696 $ 293,764 During the six months ended June 30, 2022 , the TRA liabilities increased $ 14.5 million due to an exchange of LLC Common Units for Class A common stock, which resulted in a decrease to Additional paid-in capital on the Consolidated Statements of Mezzanine Equity and Stockholders’/Members’ Equity. During the same period, the Company remeasured the TRA liabilities due to changes in state tax rates resulting in a $ 7.2 million expense as the Company increased its estimated cash tax savings rate fro m 25.12 % to 25.65 %. The change was recognized in Other non-operating loss on the Consolidated Statements of Income. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 20. Supplemental Cash Flow Information The following represents the supplemental cash flow information of the Company for the six months ended June 30, 2022 and 2021. Six Months Ended June 30, 2022 2021 Supplemental cash flow information: Cash paid for: Interest $ 32,050 $ 32,518 Income taxes 5,179 5,897 Non-cash investing and financing activities: Accretion of premium on mezzanine equity $ — $ 1,196 Accumulated deficit due to accretion of premium on mezzanine equity — ( 1,196 ) Repurchase of LLC Units — ( 745 ) Issuance of unsecured promissory note — 745 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Event [Line Items] | |
Subsequent Events | 21. Subsequent Events The Company has evaluated subsequent events through August 12, 2022 and has concluded that no events have occurred that require disclosure. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Nature of Operations | Nature of Operations Ryan Specialty Holdings, Inc., (the “Company”) is a service provider of specialty products and solutions for insurance brokers, agents and carriers. These services encompass distribution, underwriting, product development, administration and risk management by acting as a wholesale broker and a managing underwriter or a program administrator with delegated authority from insurance carriers. The Company's offerings cover a wide variety of sectors including commercial, industrial, institutional, governmental, and personal through one operating segment, Ryan Specialty. With the exception of the Company’s equity method investment, the Company does not take on any underwriting risk. The Company is headquartered in Chicago, Illinois, and has operations in the United States, Canada, the United Kingdom, and Europe. |
IPO and Reorganization | IPO and Reorganization The Company was formed as a Delaware corporation on March 5, 2021 for the purpose of completing an IPO and related transactions in order to carry on the business of the LLC. On July 26, 2021, the Company completed its IPO of 65,456,020 shares of Class A common stock, $ 0.001 par value per share, at an offering price of $ 23.50 per share. The Company received net proceeds of $ 1,448.1 million after deducting underwriting discounts, commissions, and other offering costs. The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “RYAN.” New Ryan Specialty, LLC, or New LLC, was formed as a Delaware limited liability company on April 20, 2021 for the purpose of becoming, subsequent to our IPO, an intermediate holding company between Ryan Specialty Holdings, Inc., and the LLC. The Company is the sole managing member of New LLC. Pursuant to contribution agreements, on September 30, 2021, the Company, the non-controlling interest LLC Unitholders, and New LLC exchanged equity interests in the LLC for LLC Common Units in New LLC, with the intent that New LLC be the new holding company for the LLC interests. At that time the LLC adopted the LLC Operating Agreement and New LLC adopted the New LLC Operating Agreement. As a result, the Company is a holding company, with its sole material asset being a controlling equity interest in New LLC, which became a holding company with its sole material asset being a controlling equity interest in the LLC. The Company will operate and control the business and affairs, and consolidate the financial results, of the LLC through New LLC and, through the LLC, conduct our business. Accordingly, the Company consolidates the financial results of New LLC, and therefore the LLC, and reports the non-controlling interests of New LLC's LLC Common Units on its consolidated financial statements. As of June 30, 2022, the Company owned 42.9 % of the outstanding LLC Common Units of New LLC, and New LLC owned 99.9 % of the outstanding LLC Common Units of the LLC. The remainin g 0.1 % o f the outstanding LLC Common Units of the LLC were owned by a subsidiary of the Company. As the LLC is substantively the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC.” |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated interim financial statements and notes thereto have been prepared in accordance with U.S. GAAP. The unaudited consolidated financial statements include the Company’s accounts and those of all controlled subsidiaries. Certain information and disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC for interim financial information. These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2022. Interim results are not necessarily indicative of results for the full fiscal year due to seasonality and other factors. In the opinion of management, the consolidated interim financial statements include all normal recurring adjustments necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for all periods presented. |
Principles of Consolidation | Principles of Consolidation The consolidated interim financial statements include the accounts of the Company and its subsidiaries that it controls due to ownership of a majority voting interest or pursuant to variable interest entity (“VIE”) accounting guidance. All intercompany transactions and balances have been eliminated in consolidation. The Company, through our intermediate holding company New LLC, owns a minority economic interest in, and operates and controls the businesses and affairs of the LLC. The Company has the obligation to absorb losses of, and receive benefits from, the LLC, which could be significant. We determined that the Company is the primary beneficiary of the LLC and the LLC is a VIE. Further, the Company has no contractual requirement to provide financial support to the LLC. Accordingly, the Company has prepared these consolidated financial statements 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 the LLC are deemed to be those of the Company. Thus, the financial statements included in this report reflect (i) the historical operating results of the LLC prior to the IPO and Organizational Transactions; (ii) the consolidated results of Ryan Specialty Holdings, Inc. and the LLC following the IPO and Organizational Transactions; and (iii) the assets and liabilities of Ryan Specialty Holdings, Inc. and the LLC at their historical cost. No step-up basis of intangible assets or goodwill was recorded. |
Use of Estimates | Use of Estimates The preparation of the consolidated interim financial statements and notes thereto requires management to make estimates, judgements, and assumptions that affect the amounts reported in the consolidated interim 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and simplifies the diluted earnings per share calculation in certain areas. ASU 2020-06 is effective for public companies for fiscal years beginning after December 15, 2021, but early adoption is permitted. The Company adopted this standard on January 1, 2022 with no material impact to the consolidated financial statements or disclosures. In March 2020, the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides practical expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 is effective through December 31, 2022. The Company adopted this standard during the second quarter of 2022. The adoption of ASU 2020-04 did not have a material impact on the consolidated financial statements or disclosures. See Note 9, Debt , for further information. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Impact of Consolidated Statement | 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. Six Months Ended June 30, 2021 As Reported Effect of Change As Revised Total cash flows provided by (used for) operating activities $ 107,715 — $ 107,715 Total cash flows used for investing activities $ ( 155 ) — $ ( 155 ) CASH FLOWS FROM FINANCING ACTIVITIES Net change in fiduciary liabilities — 93,671 93,671 Other lines ( 113,092 ) — ( 113,092 ) Total cash flows provided by (used for) financing activities $ ( 113,092 ) $ 93,671 $ ( 19,421 ) Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity 409 ( 946 ) ( 537 ) NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY $ ( 5,123 ) $ 92,725 $ 87,602 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance $ 312,651 $ 583,053 $ 895,704 CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance $ 307,528 $ 675,778 $ 983,306 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of revenue from contracts | The following table summarizes revenue from contracts with customers by Specialty: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Wholesale Brokerage $ 329,225 $ 255,959 $ 574,051 $ 447,083 Binding Authority 59,751 53,596 122,744 108,641 Underwriting Management 101,251 80,291 180,113 145,466 Total Net commissions and fees $ 490,227 $ 389,846 $ 876,908 $ 701,190 |
Merger and Acquisitions (Tables
Merger and Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Summary of change in contingent consideration and interest expense | The table below summarizes the change in contingent consideration and interest expense related to contingent consideration liabilities for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Change in contingent consideration $ ( 251 ) $ 1,723 $ ( 1,260 ) $ 2,313 Interest expense 425 313 798 399 Total $ 174 $ 2,036 $ ( 462 ) $ 2,712 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring expense | The table below presents the restructuring expense incurred during the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Compensation and benefits $ 546 $ 2,162 $ 704 $ 8,351 Occupancy and other costs (1) 2,027 883 4,993 1,612 Total $ 2,573 $ 3,045 $ 5,697 $ 9,963 (1) Occupancy and other costs, which include non-cash impairments, are included within General and administrative expenses in the Consolidated Statements of Income |
Summary of changes in the restructuring liability | The table below presents a summary of changes in the restructuring liability from December 31, 2021 through June 30, 2022 : Compensation and Occupancy and Other Costs Total Balance as of December 31, 2021 $ 407 $ — $ 407 Accrued costs 704 2,577 3,281 Payments ( 794 ) ( 1,038 ) ( 1,832 ) Balance as of June 30, 2022 $ 317 $ 1,539 $ 1,856 |
Receivables and Current Assets
Receivables and Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning of period $ 2,503 $ 2,921 $ 2,508 $ 2,916 Write-offs ( 465 ) ( 1,224 ) ( 520 ) ( 1,553 ) Increase in provision 449 1,237 499 1,571 End of period $ 2,487 $ 2,934 $ 2,487 $ 2,934 |
Summary of Major Classes of Other Current Assets | Major classes of other current assets consist of the following: June 30, 2022 December 31, 2021 Prepaid expenses $ 14,047 $ 13,434 Service receivables (1) 669 644 Other current receivables 3,590 1,804 Total other current assets $ 18,306 $ 15,882 (1) Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 18, Related Parties . |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Lessee Disclosure [Abstract] | |
Summary of lease cost | The lease costs for the three and six months ended June 30, 2022 and 2021 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Lease costs: Operating lease cost $ 9,283 $ 6,013 $ 15,610 $ 12,109 Finance lease costs: Amortization of leased assets 7 42 16 85 Interest on lease liabilities 1 1 1 2 Short term lease costs: Operating lease cost 83 118 279 238 Finance lease costs: Amortization of leased assets 2 2 4 4 Interest on lease liabilities 1 1 1 1 Sublease income ( 106 ) ( 118 ) ( 197 ) ( 179 ) Lease cost – net $ 9,271 $ 6,059 $ 15,714 $ 12,260 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 12,495 $ 12,684 Operating cash flows from finance leases 22 91 Non-cash related activities Right-of-use assets obtained in exchange for new operating lease liabilities 54,359 1,847 Right-of-use assets obtained in exchange for new finance lease liabilities — — Weighted average discount rate (percent) Operating leases 4.50 % 3.73 % Finance leases 3.19 % 3.16 % Weighted average remaining lease term (years) Operating leases 7.4 6.1 Finance leases 2.3 2.4 |
Summary of Supplemental balance sheet information related to Lease right-of-use assets | Supplemental balance sheet information related to Lease right-of-use assets: June 30, 2022 December 31, 2021 Right-of-use assets – operating leases – net $ 131,928 $ 84,778 Right-of-use assets – finance leases – net 75 96 Total lease right-of-use assets – net $ 132,003 $ 84,874 |
Summary of Supplemental balance sheet information related to lease liabilities | Supplemental balance sheet information related to lease liabilities: June 30, 2022 December 31, 2021 Current lease liabilities Operating $ 18,355 $ 18,783 Finance 36 39 Non-current lease liabilities Operating 125,249 74,386 Finance 39 57 Total lease liabilities $ 143,679 $ 93,265 |
Summary of estimated future minimum payments of operating and financing leases | The estimated future minimum payments of operating and financing leases as of June 30, 2022: Finance Leases Operating Leases The remainder of 2022 $ 19 $ 10,124 2023 37 25,399 2024 18 23,716 2025 4 21,623 2026 — 20,317 Thereafter — 71,895 Total undiscounted future lease payments $ 78 $ 173,074 Less imputed interest ( 3 ) ( 29,470 ) Present value lease liabilities $ 75 $ 143,604 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The following table is a summary of the Company’s outstanding debt: June 30, 2022 December 31, 2021 Term debt 7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 3.00 % as of June 30, 2022, LIBOR + 3.00 % as of December 31, 2021, matures September 1, 2027 $ 1,575,141 $ 1,578,972 Senior Secured Notes 8-year senior secured notes, semi-annual interest payments, 4.38 %, matures February 1, 2030 399,269 — Revolving debt 5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 3.00 % as of June 30, 2022, LIBOR + up to 3.00 % as of December 31, 2021, plus commitment fees up to 0.50 %, matures July 26, 2026 395 387 Premium financing notes Commercial notes, periodic interest and principal payments, 2.49 %, expire June 1, 2023 4,614 — Commercial notes, periodic interest and principal payments, 1.66 %, expired June 1, 2022 — 1,656 Commercial notes, periodic interest and principal payments, 1.66 %, expire July 15, 2022 — 745 Commercial notes, periodic interest and principal payments, 1.66 %, expire July 21, 2022 — 3,973 Finance lease obligation 75 96 Units subject to mandatory redemption 4,482 4,267 Total debt $ 1,983,976 $ 1,590,096 Less current portion ( 28,949 ) ( 23,469 ) Long term debt $ 1,955,027 $ 1,566,627 |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Six Months Ended June 30, 2022 Options Weighted Average Exercise Price Outstanding at beginning of period 66,667 $ 23.50 Granted — — Exercised — — Forfeited — — Unvested at end of period 66,667 $ 23.50 |
Summary of Recognized and Unrecognized Equity Based Compensation Expenses | As of June 30, 2022, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining expense period is as follows: Amount Weighted Average Remaining Expense Period (years) Restricted Stock $ 12,920 1.5 IPO RSUs 66,934 4.8 Incentive RSUs 26,019 2.9 Reload Options 5,758 2.3 Staking Options 441 6.4 Incentive Options 1,895 3.8 Restricted Common Units 11,584 1.0 IPO RLUs 31,787 6.2 Incentive RLUs 4,293 1.9 Reload Class C Incentive Units 7,553 2.8 Staking Class C Incentive Units 19,637 5.5 Class C Incentive Units 5,394 5.5 Total unrecognized equity-based compensation expense $ 194,215 The following table includes the equity-based compensation expense the Company realized in the three and six months ended June 30, 2022 by expense type from the view of expense related to pre- and post-IPO awards. The table also presents the unrecognized equity-based compensation expense as of June 30, 2022 in the same view. A similar view has not been presented for the three and six months ended June 30, 2021 as all equity based-compensation expense was related to legacy LLC equity. Recognized Unrecognized Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 As of June 30, 2022 IPO awards IPO RSUs and Staking Options $ 6,115 $ 13,007 $ 67,375 IPO RLUs and Staking Class C Incentive Units 3,359 6,682 51,424 Incremental Restricted Stock and Reload Options 1,841 3,926 12,218 Incremental Restricted Common Units and Reload Class C Incentive Units 2,789 6,934 16,241 Pre-IPO incentive awards Restricted Stock 1,383 2,802 6,460 Restricted Common Units 861 1,738 2,896 Post-IPO incentive awards Incentive RSUs 2,211 2,550 26,019 Incentive RLUs 676 780 4,293 Incentive Options 132 152 1,895 Class C Incentive Units 275 317 5,394 Other expense Director Stock Grants 138 1,560 N/A Profit Sharing Contribution — 2,580 N/A Total equity-based compensation expense $ 19,780 $ 43,028 $ 194,215 The Company recognized equity-based compensation expense of $ 19.8 million and $ 3.2 million for the three months ended June 30, 2022 and 2021 , respectively. The Company recognized equity-based compensation expense of $ 43.0 million and $ 7.6 million for the six months ended June 30, 2022 and 2021 , respectively |
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: Six Months Ended June 30, 2022 Restricted Stock Weighted Average Grant Date Fair Value Unvested at beginning of period 3,222,634 $ 21.15 Granted — — Vested 617,160 21.15 Forfeited 12,554 21.15 Unvested at end of period 2,592,920 $ 21.15 |
Reload Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Six Months Ended June 30, 2022 Options Weighted Average Exercise Price Outstanding at beginning of period 4,592,319 $ 23.50 Granted — — Exercised — — Forfeited 25,999 23.50 Unvested at end of period 4,566,320 $ 23.50 |
Schedule of Valuation Assumptions | The fair value of Reload Options granted at the time of the IPO 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] | |
Schedule of Valuation Assumptions | The fair value of Staking Options granted at the time of the IPO was determined using the Black-Scholes option pricing model with the following assumption ranges: Assumptions Volatility 25.0 % Time to maturity (years) 9.1 Risk-free rate 1.19 % Fair value per unit $ 7.82 Dividend yield 0.0 % |
IPO RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Six Months Ended June 30, 2022 Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period 4,330,104 $ 22.95 Granted — — Vested 52,023 22.42 Forfeited 55,877 22.42 Unvested at end of period 4,222,204 $ 22.94 |
Incentive RSUs[Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Six Months Ended June 30, 2022 Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 828,524 34.54 Vested — — Forfeited 1,453 34.39 Unvested at end of period 827,071 $ 34.54 Stock Options |
Incentive Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Six Months Ended June 30, 2022 Options Weighted Average Exercise Price Outstanding at beginning of period — $ — Granted 175,222 34.39 Exercised — — Forfeited — — Unvested at end of period 175,222 $ 34.39 |
Schedule of Valuation Assumptions | The fair value of Incentive Options granted during the six months ended June 30, 2022 was determined using the Black-Scholes option pricing model with the following assumption ranges: Assumptions Volatility 27.5 % Time to maturity (years) 7.0 Risk-free rate 2.16 % Fair value per unit $ 11.68 Dividend yield 0.0 % |
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: Six Months Ended June 30, 2022 Common Units Weighted Average Grant Date Fair Value Unvested at beginning of period 5,743,520 $ 23.84 Granted — — Vested 1,943,249 23.84 Forfeited — — Unvested at end of period 3,800,271 $ 23.84 |
IPO RLUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Six Months Ended June 30, 2022 Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period 1,543,277 $ 25.05 Granted — — Vested — — Forfeited — — Unvested at end of period 1,543,277 $ 25.05 |
Incentive RLUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Six Months Ended June 30, 2022 Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period — $ — Granted 145,527 34.86 Vested — — Forfeited — — Unvested at end of period 145,527 $ 34.86 |
Reload Class C Incentive Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Six Months Ended June 30, 2022 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period 3,911,490 $ 23.50 Granted — — Vested — — Forfeited — — Unvested at end of period 3,911,490 $ 23.50 |
Class C Incentive Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Six Months Ended June 30, 2022 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period — $ — Granted 300,000 34.39 Vested — — Forfeited — — Unvested at end of period 300,000 $ 34.39 |
Staking Class C Incentive Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Six Months Ended June 30, 2022 Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period 2,116,667 $ 23.50 Granted — — Vested — — Forfeited — — Unvested at end of period 2,116,667 $ 23.50 |
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 June 30, 2022: June 30, 2022 Aggregate intrinsic value ($ in thousands) Reload Options outstanding $ 71,646 Reload Options exercisable — Staking Options outstanding $ 1,046 Staking Options exercisable — Incentive Options outstanding $ 841 Incentive Options exercisable — Weighted-average remaining contractual term (in years) Reload Options outstanding 9.1 Reload Options exercisable — Staking Options outstanding 10.1 Staking Options exercisable — Incentive Options outstanding 9.7 Incentive Options exercisable — |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted earnings per share of Class A common stock is as follows: Three Months Ended Six Months Ended Net income $ 70,120 $ 88,196 Net income attributable to non-controlling interests 45,619 56,784 Net income attributable to Ryan Specialty Holdings, Inc. $ 24,501 $ 31,412 Numerator: Net income attributable to Class A common shareholders $ 24,501 $ 31,412 Add: Income attributed to substantively vested RSUs 387 372 Net income attributable to Class A common shareholders- basic 24,888 31,784 Add: Income attributed to dilutive shares 1,544 41,942 Net income attributable to Class A common shareholders- diluted $ 26,432 $ 73,726 Denominator: Weighted-average shares of Class A common stock outstanding- basic 108,054,437 107,327,462 Add: Dilutive shares 12,150,465 157,090,008 Weighted-average shares of Class A common stock outstanding- diluted 120,204,902 264,417,470 Earnings per Share: Earnings per share of Class A common stock- basic $ 0.23 $ 0.30 Earnings per share of Class A common stock- diluted $ 0.22 $ 0.28 |
Schedule of Number of Shares Excluded from Calculation of Diluted Earnings Per Share | The following number of shares were excluded from the calculation of diluted earnings per share because the effect of including such potentially dilutive shares would have been antidilutive: Three Months Ended Six Months Ended Incentive Options 175,222 175,222 Class C Incentive Units 300,000 300,000 Conversion of non-controlling interest LLC Common Units (1) 144,495,397 — (1) Weighted average shares outstanding for the three months ended June 30, 2022. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021. June 30, 2022 December 31, 2021 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 Assets: Interest rate cap $ — $ 24,637 $ — $ — $ — $ — Liabilities: Debt (1) $ 1,928,124 $ — $ — $ 1,631,412 $ — $ — Contingent purchase consideration — — 26,357 — — 42,053 Total assets and liabilities measured at fair value $ 1,928,124 $ 24,637 $ 26,357 $ 1,631,412 $ — $ 42,053 (1) As of June 30, 2022, this represents the Term Loan and Senior Secured Notes. As of December 31, 2021, only the Term Loan was outstanding. See Note 9, Debt. There were no assets or liabilities that were transferred between fair value hierarchy levels during the six months ended June 30, 2022 or the year ended December 31, 2021. The following is a reconciliation of the beginning and ending balances for the Level 3 liabilities measured at fair value: June 30, 2022 June 30, 2021 Contingent Purchase Consideration Make-Whole Provision on Redeemable Preferred Units Contingent Purchase Consideration Total Balance at beginning of period $ 42,053 $ 30,423 $ 22,096 $ 52,519 Total (gains) losses included in earnings ( 462 ) 20,612 2,712 23,324 Settlements ( 15,234 ) — ( 2,673 ) ( 2,673 ) Balance at end of period $ 26,357 $ 51,035 $ 22,135 $ 73,170 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
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 December 31, 2021 $ 136,704 $ 83,389 $ 52,007 $ 272,100 Exchange of LLC Common Units 9,897 1,435 3,159 14,491 Remeasurement - change in state rate 2,884 1,759 2,530 7,173 Balance at June 30, 2022 $ 149,485 $ 86,583 $ 57,696 $ 293,764 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | The following represents the supplemental cash flow information of the Company for the six months ended June 30, 2022 and 2021. Six Months Ended June 30, 2022 2021 Supplemental cash flow information: Cash paid for: Interest $ 32,050 $ 32,518 Income taxes 5,179 5,897 Non-cash investing and financing activities: Accretion of premium on mezzanine equity $ — $ 1,196 Accumulated deficit due to accretion of premium on mezzanine equity — ( 1,196 ) Repurchase of LLC Units — ( 745 ) Issuance of unsecured promissory note — 745 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Jul. 26, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Common Stock [Member] | New LLC [Member] | ||||
Own controlling interest | 42.90% | |||
LLC Common Units [Member] | New LLC [Member] | ||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.10% | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 99.90% | |||
Common Class A [Member] | ||||
Common stock, Par value | $ 0.001 | $ 0.001 | ||
Common Class B [Member] | ||||
Common stock, Par value | 0.001 | 0.001 | ||
Common Class X [Member] | ||||
Common stock, Par value | 0.001 | $ 0.001 | ||
IPO [Member] | Common Class A [Member] | ||||
Common stock, Par value | $ 0.001 | $ 0.001 | ||
Share price | $ 23.50 | |||
Proceeds from issuance initial public offering | $ 1,448.1 | |||
IPO [Member] | Common Class A [Member] | Common Stock [Member] | ||||
Stock issued during period shares | 65,456,020 | |||
IPO [Member] | Common Class B [Member] | ||||
Common stock, Par value | 0.001 | |||
IPO [Member] | Common Class X [Member] | ||||
Common stock, Par value | $ 0.001 | |||
Reload Options [Member] | ||||
Share price | $ 23.50 |
Basis of Presentation - Impact
Basis of Presentation - Impact of consolidated statement (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Total cash flows provided by (used for) operating activities | $ 164,711 | $ 107,715 |
Total cash flows used for investing activities | (6,790) | (155) |
Net Change In Fiduciary Liabilities | (54,357) | (93,671) |
Net Cash Provided by (Used in) Financing Activities | 379,757 | (19,421) |
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity | 352 | (537) |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity | 538,030 | 87,602 |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Beginning balance | 1,139,661 | 895,704 |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Ending balance | $ 1,677,691 | 983,306 |
Scenario Previously Reported [Member] | ||
Total cash flows provided by (used for) operating activities | 107,715 | |
Total cash flows used for investing activities | (155) | |
Net Change In Fiduciary Liabilities | 0 | |
Other lines | (113,092) | |
Net Cash Provided by (Used in) Financing Activities | (113,092) | |
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity | 409 | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity | (5,123) | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Beginning balance | 312,651 | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Ending balance | 307,528 | |
Effect Of Change [Member] | ||
Total cash flows provided by (used for) operating activities | 0 | |
Total cash flows used for investing activities | 0 | |
Net Change In Fiduciary Liabilities | (93,671) | |
Other lines | 0 | |
Net Cash Provided by (Used in) Financing Activities | (93,671) | |
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity | (946) | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity | 92,725 | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Beginning balance | 583,053 | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Ending balance | 675,778 | |
Revision of Prior Period, Adjustment [Member] | ||
Total cash flows provided by (used for) operating activities | (107,715) | |
Total cash flows used for investing activities | (155) | |
Net Change In Fiduciary Liabilities | 93,671 | |
Other lines | (113,092) | |
Net Cash Provided by (Used in) Financing Activities | (19,421) | |
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity | (537) | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity | 87,602 | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Beginning balance | 895,704 | |
Net changes cash, cash equivalents, and cash held in a fiduciary capacity Ending balance | $ 983,306 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Revenue from Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net commissions and fees | $ 490,227 | $ 389,846 | $ 876,908 | $ 701,190 |
Wholesale brokerage [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net commissions and fees | 329,225 | 255,959 | 574,051 | 447,083 |
Binding authorities [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net commissions and fees | 59,751 | 53,596 | 122,744 | 108,641 |
Underwriting management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net commissions and fees | $ 101,251 | $ 80,291 | $ 180,113 | $ 145,466 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 7.6 | $ 8.8 |
Contract liabilities | $ 2.3 | $ 1.1 |
Merger and Acquisitions - Summa
Merger and Acquisitions - Summary of Change in Contingent Consideration and Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Change in contingent consideration | $ (251) | $ 1,723 | $ (1,260) | $ 2,313 |
Interest expense | 425 | 313 | 798 | 399 |
Total | $ 174 | $ 2,036 | $ (462) | $ 2,712 |
Merger and Acquisitions - Addit
Merger and Acquisitions - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Dec. 01, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Maximum contingent consideration obligation | $ 72.5 | $ 129.2 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Business combination contingent consideration fair value current | 6.2 | 14.4 | |
Other Non-Current Liabilities [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Business combination contingent consideration fair value non current | 20.2 | 27.6 | |
Crouse And Associates Insurance Brokers Inc [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Total Consideration | $ 110.6 | ||
Increase in assumed liability | 1.3 | ||
Consideration transferred | 3.8 | ||
Increase in goodwill | $ 5.1 | ||
Keystone Risk Partners Llc [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Business combination assets acquired | $ 59.8 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs | $ 2,573 | $ 3,045 | $ 5,697 | $ 9,963 | |
Compensation and benefits [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs | 546 | 2,162 | 704 | 8,351 | |
Occupancy and other costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Costs | [1] | $ 2,027 | $ 883 | $ 4,993 | $ 1,612 |
[1] Occupancy and other costs, which include non-cash impairments, are included within General and administrative expenses in the Consolidated Statements of Income |
Restructuring - Summary of Chan
Restructuring - Summary of Changes in the Restructuring Liability (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | |
Beginning balance | $ 407 |
Accrued costs | 3,281 |
Payments | (1,832) |
Ending balance | 1,856 |
Compensation and benefits [Member] | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | |
Beginning balance | 407 |
Accrued costs | 704 |
Payments | (794) |
Ending balance | 317 |
Occupancy and other costs [Member] | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | |
Beginning balance | 0 |
Accrued costs | 2,577 |
Payments | (1,038) |
Ending balance | $ 1,539 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring plan | $ 25 |
Cumulative restructuring costs | 30.9 |
Maximum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 35 |
Minimum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 30 |
Receivables and Current Asset_2
Receivables and Current Assets - Summary of Company's Allowance for Expected Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Receivables And Current Assets [Abstract] | ||||
Beginning balance | $ 2,503 | $ 2,921 | $ 2,508 | $ 2,916 |
Write-offs | (465) | (1,224) | (520) | (1,553) |
Increase in provision | 449 | 1,237 | 499 | 1,571 |
Ending balance | $ 2,487 | $ 2,934 | $ 2,487 | $ 2,934 |
Receivables and Current Asset_3
Receivables and Current Assets - Summary of Major Classes of Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Receivables And Current Assets [Abstract] | |||
Prepaid expenses | $ 14,047 | $ 13,434 | |
Service receivables | [1] | 669 | 644 |
Other current receivables | 3,590 | 1,804 | |
Total other current assets | $ 18,306 | $ 15,882 | |
[1] Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 18, Related Parties . |
Receivables and Current Asset_4
Receivables and Current Assets - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables And Current Assets [Abstract] | ||
Commissions and fees receivable – net | $ 244,753 | $ 210,252 |
Fiduciary Assets and Liabilit_2
Fiduciary Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Fiduciary Assets And Liabilities [Abstract] | ||
Fiduciary liabilities current | $ 2,817.8 | $ 2,390.2 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lease costs: | ||||
Operating lease cost | $ 9,283 | $ 6,013 | $ 15,610 | $ 12,109 |
Finance lease costs: | ||||
Amortization of leased assets | 7 | 42 | 16 | 85 |
Interest on lease liabilities | 1 | 1 | 1 | 2 |
Short term lease costs: | ||||
Operating lease cost | 83 | 118 | 279 | 238 |
Finance lease cost | ||||
Amortization of leased assets | 2 | 2 | 4 | 4 |
Interest on lease liabilities | 1 | 1 | 1 | 1 |
Sublease Income | (106) | (118) | (197) | (179) |
Lease cost – net | $ 9,271 | $ 6,059 | 15,714 | 12,260 |
Cash paid for amounts included in the measurement of lease liabilities | ||||
Operating cash flows from operating leases | 12,495 | 12,684 | ||
Operating cash flows from finance leases | 22 | 91 | ||
Non-cash related activities | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | 54,359 | 1,847 | ||
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 0 | $ 0 | ||
Weighted average discount rate (percent) | ||||
Operating leases | 4.50% | 3.73% | 4.50% | 3.73% |
Finance leases | 3.19% | 3.16% | 3.19% | 3.16% |
Weighted average remaining lease term (years) | ||||
Operating leases | 7 years 4 months 24 days | 6 years 1 month 6 days | 7 years 4 months 24 days | 6 years 1 month 6 days |
Finance leases | 2 years 3 months 18 days | 2 years 4 months 24 days | 2 years 3 months 18 days | 2 years 4 months 24 days |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Balance Sheet Information Related to Lease Right of Use Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Supplemental Balance Sheet Information Related To Lease Right Of Use Assets [Abstract] | ||
Right-of-use assets - operating leases - net | $ 131,928 | $ 84,778 |
Right-of-use assets - finance leases - net | 75 | 96 |
Total lease right-of-use assets - net | $ 132,003 | $ 84,874 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Lease Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Supplemental Balance Sheet Information Related To Lease Liabilities [Abstract] | ||
Operating , Current | $ 18,355 | $ 18,783 |
Finance , Current | 36 | 39 |
Operating , Non-current | 125,249 | 74,386 |
Finance , Non-current | 39 | 57 |
Total lease liabilities | $ 143,679 | $ 93,265 |
Leases - Summary of Estimated F
Leases - Summary of Estimated Future Minimum Payments of Operating and Financing Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Schedule Of Future Minimum Rental Payments For Operating Leases And Finance Leases [Abstract] | ||
Finance Lease, The remainder of 2022 | $ 19 | |
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 | 78 | |
Finance Lease, Less imputed interest | (3) | |
Finance Lease, Present value lease liabilities | 75 | $ 96 |
Operating Lease, The remainder of 2022 | 10,124 | |
Operating lease, 2023 | 25,399 | |
Operating lease, 2024 | 23,716 | |
Operating lease, 2025 | 21,623 | |
Operating lease, 2026 | 20,317 | |
Operating Leases, Thereafter | 71,895 | |
Operating Leases, Total undiscounted future lease payments | 173,074 | |
Operating Leases, Less imputed interest | (29,470) | |
Operating Leases, Present value lease liabilities | $ 143,604 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessor, Lease, Description [Line Items] | ||||
Total future estimated lease liability | $ 65,600 | $ 65,600 | ||
Average annual sublease income | $ 106 | $ 118 | 197 | $ 179 |
Arithmetic Average [Member] | ||||
Lessor, Lease, Description [Line Items] | ||||
Average annual sublease income | $ 300 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Finance lease obligation | $ 75 | $ 96 |
Units subject to mandatory redemption | 4,482 | 4,267 |
Debt | 1,983,976 | 1,590,096 |
Less current portion | (28,949) | (23,469) |
Long term debt | 1,955,027 | 1,566,627 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,575,141 | 1,578,972 |
Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 399,269 | 0 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 395 | 387 |
Commercial Paper [Member] | Commercial notes interest rate 2.49% due June 01 ,2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 4,614 | 0 |
Commercial Paper [Member] | Commercial notes interest rate 1.66% due June 01 ,2022 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 0 | 1,656 |
Commercial Paper [Member] | Commercial notes interest rate 1.66% due July 15, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 0 | 745 |
Commercial Paper [Member] | Commercial notes interest rate 1.66% due July 21, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $ 0 | $ 3,973 |
Debt - Schedule of Long-term _2
Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Detail) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Commercial notes interest rate 2.49% due June 01 ,2023 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.49% | |
Maturity date | Jun. 01, 2023 | |
Commercial notes interest rate 1.66% due June 01 ,2022 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.66% | |
Maturity date | Jun. 01, 2022 | |
Commercial notes interest rate 1.66% due July 15, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.66% | |
Maturity date | Jul. 15, 2022 | |
Commercial notes interest rate 1.66% due July 21, 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.66% | |
Maturity date | Jul. 21, 2022 | |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, Term | 7 years | |
Interest rate | 3% | 3% |
Maturity date | Sep. 01, 2027 | |
Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, Term | 8 years | |
Interest rate | 4.38% | |
Maturity date | Feb. 01, 2030 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, Term | 5 years | |
Interest rate | 3% | 3% |
Maturity date | Jul. 26, 2026 | |
Commitment fee percentage | 0.50% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Feb. 03, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Accrued interest | $ 0.2 | ||
New LLC [Member] | |||
Debt Instrument [Line Items] | |||
Accrued interest | $ 7.2 | ||
Unamortized debt issuance expense | $ 7.9 | ||
Interest rate | 4.38% | ||
Senior Secured notes issued | $ 400 | ||
Maturity date | Feb. 01, 2030 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Unpaid commitment fees | $ 0.4 | ||
Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment Fee on Undrawn amounts | 0.50% | ||
Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Commitment Fee on Undrawn amounts | 0.25% | ||
Term Loan Facility [Member] | |||
Debt Instrument [Line Items] | |||
Annual principal payment | $ 1,621.1 | 1,629.4 | |
Accrued interest | 0.2 | ||
Unamortized debt issuance expense | 46.2 | $ 50.6 | |
Debt Instrument, Periodic Payment, Principal | $ 1,650 | ||
Interest rate | 3% | 3% | |
Maturity date | Sep. 01, 2027 |
Stockholders' and Members' Eq_2
Stockholders' and Members' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jul. 26, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Jul. 21, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||||||
Percentage of repurchase redeemable preferred units | 100% | ||||||||
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Preferred stock shares outstanding | 0 | 0 | 0 | ||||||
Dividend declared or outstanding | $ 0 | ||||||||
Company owned LLC Common Units | $ (20,624,000) | $ 565,000 | $ 71,090,000 | ||||||
Dividend Declared [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Dividend declared or outstanding | $ 0 | $ 0 | |||||||
Onex [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Units, Outstanding | 260,000,000 | 260,000,000 | |||||||
Preferred Units, Issued | 260,000,000 | ||||||||
New LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Non-controlling Interest, Ownership Percentage by Non-controlling Owners | 57.10% | 57.10% | |||||||
Economic interests | 42.90% | 42.90% | |||||||
Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, Shares issued | 111,206,112 | 111,206,112 | 109,894,548 | ||||||
Common stock, Par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common Stock, Voting Rights | Each share of Class A common stock is entitled to one vote per share. | ||||||||
Common stock, Shares outstanding | 111,206,112 | 111,206,112 | 109,894,548 | ||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||
Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, Shares issued | 147,990,243 | 147,990,243 | 149,162,107 | ||||||
Common stock, Par value | $ 0.001 | $ 0.001 | $ 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 as set forth in the Company’s amended and restated certificate of incorporation, shall be entitled to one vote per share. | ||||||||
Common stock, Shares outstanding | 147,990,243 | 147,990,243 | 149,162,107 | ||||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | ||||||
Common Class X [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, Shares issued | 640,784 | 640,784 | 640,784 | ||||||
Common stock, Par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common Stock, Voting Rights | The shares of Class X common stock have no economic or voting rights. T | ||||||||
Common stock, Shares outstanding | 0 | 0 | 0 | ||||||
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Redeemable Preferred Units [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Units, Outstanding | 260,000,000 | ||||||||
IPO [Member] | Founder [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock Repurchased During Period, Value | $ 78,300,000 | ||||||||
Preferred units, reflects par value | $ 75,000,000 | ||||||||
IPO [Member] | New LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Non-controlling Interest, Ownership Percentage by Non-controlling Owners | 57.80% | 57.70% | |||||||
IPO [Member] | Preferred Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 500,000,000 | ||||||||
IPO [Member] | Common Class A [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from Initial Public Offering | $ 1,448,100,000 | ||||||||
Common stock, Par value | $ 0.001 | $ 0.001 | |||||||
Common Stock, Shares Authorized | 1,000,000,000 | ||||||||
IPO [Member] | Common Class B [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, Par value | $ 0.001 | ||||||||
Common Stock, Shares Authorized | 1,000,000,000 | ||||||||
IPO [Member] | Common Class X [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, Par value | $ 0.001 | ||||||||
Common Stock, Shares Authorized | 10,000,000 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Apr. 07, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other current assets and accrued liabilities | $ (5,565,000) | $ (11,932,000) | ||||
Derivative, Notional Amount | $ 1,000,000,000 | |||||
Derivative, Cap Interest Rate | 2.75% | |||||
Payments for Derivative Instrument, Financing Activities | $ 25,500,000 | 25,500,000 | 0 | |||
Other non-current assets and accrued liabilities | (16,334,000) | (3,642,000) | ||||
Amortization of interest rate cap premium | 1,159,000 | 0 | ||||
Redeemable Preferred Unit embedded derivatives [Member] | ||||||
Derivatives not designated as hedging instruments | 20,600,000 | |||||
Interest Rate Cap [Member] | ||||||
Unrealized Gain (Loss) on Derivatives | 900,000 | |||||
Other non-current assets and accrued liabilities | (900) | |||||
Amortization of interest rate cap premium | $ 1,200,000 | 1,200,000 | ||||
Other Noncurrent Assets [Member] | ||||||
Derivative Instruments in Hedges, Assets, at Fair Value | $ 24,600,000 | $ 24,600,000 | ||||
Other Comprehensive Income (Loss) [Member] | Interest Rate Cap [Member] | ||||||
Unrealized Gain (Loss) on Derivatives | $ 300,000 | |||||
Other Nonoperating Income Expense [Member] | Redeemable Preferred Unit embedded derivatives [Member] | ||||||
Derivatives not designated as hedging instruments | $ 8,000,000 | $ 20,600,000 |
Redeemable Preferred Units - Ad
Redeemable Preferred Units - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | Jul. 21, 2021 | |
Preferred Unit, Issuance Value | $ 0 | $ 0 | |
Percentage of repurchase redeemable preferred units | 100% | ||
Redeemable Preferred Units [Member] | |||
Preferred Units, Outstanding | 260,000,000 | ||
Onex [Member] | |||
Preferred Units, Issued | 260,000,000 | ||
Preferred Units, Outstanding | 260,000,000 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | 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. | |||||
Equity-based compensation expense | $ 19,780 | $ 43,028 | ||||
Expected dividend rate | 0% | |||||
Equity based compensation recognized expense | 19,800 | $ 3,200 | $ 43,000 | $ 7,600 | ||
Compensation and benefits | $ 310,058 | $ 236,801 | $ 584,331 | $ 451,287 | ||
Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting Rights | The Incentive RSUs vest either 100% 3 or 5 years from the grant date, pro rata over 3 or 5 years from the grant date, or over 5 years from the grant date, with 33.3% vesting in each of years 3, 4 and 5. | |||||
Award Vesting Rights, Percentage | 100% | |||||
Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Risk-free rate | 2.40% | |||||
Minimum [Member] | Pro Rata [Member] | Tranche 1 [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 3 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 | |||||
Restricted Stock [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Restricted Stock Unit [Member] | IPO RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | $ 23.50 | $ 23.50 | ||||
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 | |||||
Award Vesting Rights, Percentage | 2.40% | |||||
Restricted Stock Unit [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Director stock grants | 828,524 | |||||
Restricted Stock Unit [Member] | Director Stock Grant [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Equity-based compensation expense | $ 100 | $ 1,600 | ||||
Director stock grants | 53,159 | |||||
Restricted Stock Unit [Member] | Tranche 1 [Member] | IPO RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting Rights, Percentage | 10% | |||||
Restricted Stock Unit [Member] | Tranche 1 [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Restricted Stock Unit [Member] | Tranche 2 [Member] | IPO RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 10 years | |||||
Award Vesting Rights, Percentage | 30% | |||||
Restricted Stock Unit [Member] | Tranche 2 [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 4 years | |||||
Award Vesting Rights, Percentage | 33.30% | |||||
Restricted Stock Unit [Member] | Maximum [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Restricted Stock Unit [Member] | Maximum [Member] | Tranche 1 [Member] | IPO RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 9 years | |||||
Restricted Stock Unit [Member] | Maximum [Member] | Tranche 2 [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Restricted Stock Unit [Member] | Maximum [Member] | Pro Rata [Member] | IPO RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 10 years | |||||
Restricted Stock Unit [Member] | Maximum [Member] | Pro Rata [Member] | Tranche 1 [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Restricted Stock Unit [Member] | Minimum [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 3 years | |||||
Restricted Stock Unit [Member] | Minimum [Member] | Tranche 1 [Member] | IPO RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 3 years | |||||
Restricted Stock Unit [Member] | Minimum [Member] | Tranche 2 [Member] | Incentive RSUs [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 3 years | |||||
Restricted Stock Unit [Member] | Minimum [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Restricted Common Units [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Restricted LLC Units [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
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% | |||||
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% | |||||
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] | Maximum [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 10 years | |||||
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] | Minimum [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Reload Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | $ 23.50 | $ 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 33.3% vesting in each of years 3, 4 and 5 | |||||
Reload Options [Member] | Tranche 1 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting Rights, Percentage | 100% | |||||
Reload Options [Member] | Tranche 2 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 4 years | |||||
Award Vesting Rights, Percentage | 33.30% | |||||
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] | 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 | |||||
Staking Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award expected term | 9 years 1 month 6 days | |||||
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% | |||||
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% | |||||
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] | Maximum [Member] | Tranche 1 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 9 years | |||||
Staking Options [Member] | Minimum [Member] | Tranche 1 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 3 years | |||||
Incentive Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 4 years | |||||
Award expected term | 7 years | |||||
Weighted Average Grant Date Fair Value, Granted | $ 34.39 | |||||
Award Vesting Rights, Percentage | 33.30% | |||||
Risk-free rate | 2.16% | |||||
Incentive Options [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Incentive Options [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Incentive Options [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 3 years | |||||
Class C Incentive Unit Reload Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
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 33.3% vesting in each of years 3, 4 and 5. | |||||
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% | |||||
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 | |||||
Award Vesting Rights, Percentage | 33.30% | |||||
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 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 Staking Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
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. | |||||
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% | |||||
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% | |||||
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] | Maximum [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 10 years | |||||
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] | Minimum [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Class C Incentive Units [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Director stock grants | 300,000 | |||||
Class C Incentive Units [Member] | Tranche 1 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting Rights, Percentage | 15% | |||||
Class C Incentive Units [Member] | Tranche 2 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 8 years | |||||
Award Vesting Rights, Percentage | 25% | |||||
Class C Incentive Units [Member] | Pro Rata [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 8 years | |||||
Class C Incentive Units [Member] | Maximum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Discount rate | 19.10% | |||||
Class C Incentive Units [Member] | Maximum [Member] | Tranche 1 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 7 years | |||||
Class C Incentive Units [Member] | Minimum [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Discount rate | 6% | |||||
Risk-free rate | 1.90% | |||||
Class C Incentive Units [Member] | Minimum [Member] | Tranche 1 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 3 years | |||||
Class A Common Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Award Vesting period | 5 years | |||||
Number of shares included in profit sharing contribution | 75,026 | |||||
Class A Common Stock [Member] | IPO [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | $ 23.50 | |||||
Class A Common Stock [Member] | Staking Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Share Price | $ 23.50 | $ 23.50 | ||||
Class A Common Stock [Member] | Class C Incentive Unit Reload Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common Stock, Conversion Basis | one-to-one | |||||
Common stock equals or exceeds IPO price | $ 23.50 | |||||
Class A Common Stock [Member] | Class C Incentive Unit Staking Options [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common Stock, Conversion Basis | one-to-one | |||||
Common stock equals or exceeds IPO price | $ 23.50 | |||||
Class A Common Stock [Member] | Class C Incentive Units [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Common Stock, Conversion Basis | one-to-one | |||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Compensation and benefits | $ 2,600 |
Equity based compensation - Sum
Equity based compensation - Summary restricted stock Activity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 3,222,634 |
Vested | shares | 617,160 |
Forfeited | shares | 12,554 |
Number of units, Unvested at End of period | shares | 2,592,920 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 21.15 |
Weighted average grant fair value , vested | $ / shares | 21.15 |
Weighted average grant fair value , Forfeited | $ / shares | 21.15 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 21.15 |
Restricted Stock Units (RSUs) [Member] | IPO RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 4,330,104 |
Vested | shares | 52,023 |
Forfeited | shares | 55,877 |
Number of units, Unvested at End of period | shares | 4,222,204 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 22.95 |
Weighted average grant fair value , vested | $ / shares | 22.42 |
Weighted average grant fair value , Forfeited | $ / shares | 22.42 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 22.94 |
Restricted Stock Units (RSUs) [Member] | Incentive RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | shares | 828,524 |
Forfeited | shares | 1,453 |
Number of units, Unvested at End of period | shares | 827,071 |
Weighted average fair value , granted | $ / shares | $ 34.54 |
Weighted average grant fair value , Forfeited | $ / shares | 34.39 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 34.54 |
Restricted Common Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 5,743,520 |
Vested | shares | 1,943,249 |
Number of units, Unvested at End of period | shares | 3,800,271 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 23.84 |
Weighted average grant fair value , vested | $ / shares | 23.84 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 23.84 |
Restricted LLC Units [Member] | IPO RLUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 1,543,277 |
Number of units, Unvested at End of period | shares | 1,543,277 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 25.05 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 25.05 |
Restricted LLC Units [Member] | Incentive RLUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | shares | 145,527 |
Number of units, Unvested at End of period | shares | 145,527 |
Weighted average fair value , granted | $ / shares | $ 34.86 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 34.86 |
Equity based compensation - S_2
Equity based compensation - Summary of stock options (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Reload Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, Beginning of period | shares | 4,592,319 |
Number of options, Forfeited | shares | 25,999 |
Number of options, Ending of period | shares | 4,566,320 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 23.50 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 23.50 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 23.50 |
Staking Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, Beginning of period | shares | 66,667 |
Number of options, Ending of period | shares | 66,667 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 23.50 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 23.50 |
Incentive Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options, Granted | shares | 175,222 |
Number of options, Ending of period | shares | 175,222 |
Weighted average exercise price, granted | $ / shares | $ 34.39 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 34.39 |
Class C Incentive Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | shares | 300,000 |
Number of units, Unvested at End of period | shares | 300,000 |
Weighted average fair value , granted | $ / shares | $ 34.39 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 34.39 |
Reload Class C Incentive Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 3,911,490 |
Number of units, Unvested at End of period | shares | 3,911,490 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 23.50 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 23.50 |
Class C Incentive Unit Staking Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 2,116,667 |
Number of units, Unvested at End of period | shares | 2,116,667 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 23.50 |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 23.50 |
Equity based compensation - Sch
Equity based compensation - Schedule of Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Risk-free rate | 2.40% |
Reload Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 25% |
Dividend yield | 0% |
Reload Options [Member] | Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Time to maturity (years) | 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] | |
Time to maturity (years) | 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% |
Time to maturity (years) | 9 years 1 month 6 days |
Risk-free rate | 1.19% |
Fair value per unit | $ 7.82 |
Dividend yield | 0% |
Incentive Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Volatility | 27.50% |
Time to maturity (years) | 7 years |
Risk-free rate | 2.16% |
Fair value per unit | $ 11.68 |
Dividend yield | 0% |
Equity based compensation - S_3
Equity based compensation - Summary of recognized and unrecognized Equity based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 19,780 | $ 43,028 |
Equity-based compensation unrecognized expense | 194,215 | |
Other Expense [Member] | Profit Sharing Contribution [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 2,580 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 1 year 6 months | |
Equity-based compensation unrecognized expense | $ 12,920 | |
IPO RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 4 years 9 months 18 days | |
Equity-based compensation unrecognized expense | $ 66,934 | |
Incentive RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 2 years 10 months 24 days | |
Equity-based compensation unrecognized expense | $ 26,019 | |
Reload Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 2 years 3 months 18 days | |
Equity-based compensation unrecognized expense | $ 5,758 | |
Incentive Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 3 years 9 months 18 days | |
Equity-based compensation unrecognized expense | $ 1,895 | |
Restricted Common Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 1 year | |
Equity-based compensation unrecognized expense | $ 11,584 | |
IPO RLUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 31,787 | |
Weighted Average Remaining Expense Period (years) | 6 years 2 months 12 days | |
Incentive RLUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 1 year 10 months 24 days | |
Equity-based compensation unrecognized expense | $ 4,293 | |
Reload Class C Incentive Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 2 years 9 months 18 days | |
Equity-based compensation unrecognized expense | $ 7,553 | |
Staking Class C Incentive Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 5 years 6 months | |
Equity-based compensation unrecognized expense | $ 19,637 | |
Class C Incentive Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 5 years 6 months | |
Equity-based compensation unrecognized expense | $ 5,394 | |
Director Stock Grants [Member] | Other Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 138 | $ 1,560 |
Stock Option Staking Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 6 years 4 months 24 days | |
Equity-based compensation unrecognized expense | $ 441 | |
IPO Award [Member] | IPO RSUs And Staking Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 6,115 | 13,007 |
Equity-based compensation unrecognized expense | 67,375 | |
IPO Award [Member] | IPO RLUs And Staking Class C Incentive Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 3,359 | 6,682 |
Equity-based compensation unrecognized expense | 51,424 | |
IPO Award [Member] | Incremental Restricted Stock and Reload Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 1,841 | 3,926 |
Equity-based compensation unrecognized expense | 12,218 | |
IPO Award [Member] | Incremental Restricted Common Units and Reload Class C Incentive Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 2,789 | 6,934 |
Equity-based compensation unrecognized expense | 16,241 | |
Pre-IPO Incentive Awards [Member] | Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 1,383 | 2,802 |
Equity-based compensation unrecognized expense | 6,460 | |
Pre-IPO Incentive Awards [Member] | Restricted Common Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 861 | 1,738 |
Equity-based compensation unrecognized expense | 2,896 | |
Post IPO Incentive Awards [Member] | Incentive RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 2,211 | 2,550 |
Equity-based compensation unrecognized expense | 26,019 | |
Post IPO Incentive Awards [Member] | Incentive Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 132 | 152 |
Equity-based compensation unrecognized expense | 1,895 | |
Post IPO Incentive Awards [Member] | Incentive RLUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 676 | 780 |
Equity-based compensation unrecognized expense | 4,293 | |
Post IPO Incentive Awards [Member] | Class C Incentive Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 275 | 317 |
Equity-based compensation unrecognized expense | $ 5,394 |
Equity based compensation - S_4
Equity based compensation - Schedule of Aggregate Intrinsic Value and Weighted Average Remaining Contractual Term (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Reload Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Reload Options outstanding | $ 71,646 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 1 month 6 days |
Staking Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Reload Options outstanding | $ 1,046 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years 1 month 6 days |
Incentive Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Reload Options outstanding | $ 841 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 9 years 8 months 12 days |
Earnings (Loss) Per Share - Sum
Earnings (Loss) Per Share - Summary of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income (loss) | $ 70,120 | $ 18,076 | $ 63,407 | $ (3,801) | $ 88,196 | $ 59,606 |
Net income attributable to non-controlling interests | 45,619 | 0 | 56,784 | 2,450 | ||
Net income attributable to Ryan Specialty Holdings, Inc. | 24,501 | $ 63,407 | 31,412 | $ 57,156 | ||
Net income attributable to Class A common shareholders | 24,888 | 31,784 | ||||
Add: Income attributed to substantively vested RSUs | 387 | 372 | ||||
Add: Income attributed to dilutive shares | 1,544 | 41,942 | ||||
Net income attributable to Class A common shareholders- diluted | $ 26,432 | $ 73,726 | ||||
Add: Dilutive shares | 12,150,465 | 157,090,008 | ||||
Common Class A [Member] | ||||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income attributable to Class A common shareholders | $ 24,501 | $ 31,412 | ||||
Weighted-average shares of Class A common stock outstanding- basic | 108,054,437 | 0 | 107,327,462 | 0 | ||
Weighted-average shares of Class A common stock outstanding- diluted | 120,204,902 | 0 | 264,417,470 | 0 | ||
Earnings per share - basic | $ 0.23 | $ 0 | $ 0.30 | $ 0 | ||
Earnings per share - diluted | $ 0.22 | $ 0 | $ 0.28 | $ 0 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Shares Excluded from the Calculation of Diluted Earnings (Loss) Per Share (Detail) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
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 | 300,000 | 300,000 |
Incentive Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 175,222 | 175,222 |
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 | 144,495,397 | 0 |
Employee Benefit Plans, Prepa_2
Employee Benefit Plans, Prepaid and Long-Term Incentives - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | |
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||||||
Defined Contribution Plan, Employee contribution, percent | 50% | ||||||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 4,200 | $ 3,600 | $ 10,400 | $ 7,100 | |||
Compensation expense | 0 | 500 | 200 | 1,000 | |||
Sales bonuses | 24,300 | 24,300 | |||||
LTIP awards | 303,700 | 303,700 | |||||
Pre-combination service | 257,600 | 257,600 | |||||
Total Sales Bonus | 328,000 | 328,000 | |||||
Sales bonuses | $ 114,700 | ||||||
Post-combination services after forfeitures | 14,700 | 17,500 | |||||
Remaining expense | $ 5,100 | ||||||
LTIP expenses | $ 70,400 | ||||||
Cash payment for LTIP | $ 106,700 | $ 4,100 | 600 | ||||
LTIPs, termination date | Aug. 10, 2021 | ||||||
Amortization | 26,233 | 27,319 | $ 52,896 | 55,113 | |||
Accrued compensation | 6,619 | 6,619 | $ 4,371 | ||||
All Risks Long-Term Incentive Plans [Member] | |||||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||||||
LTIP awards | 101,600 | 101,600 | 91,000 | ||||
Post-combination services after forfeitures | 7,100 | 8,600 | 2,900 | ||||
Forgivable Notes [Member] | |||||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||||||
Forgivable Notes | 27,600 | 27,600 | 31,200 | ||||
Amortization | 1,800 | $ 1,600 | 3,500 | $ 3,700 | |||
Accrued Compensation Non Current [Member] | Deferred Compensation Plan [Member] | |||||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||||||
Accrued compensation current and non current | 6,400 | 6,400 | 4,200 | ||||
Accrued Compensation Non Current [Member] | Long-term Incentive Compensation Agreements | |||||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||||||
Accrued compensation current and non current | 200 | 200 | 200 | ||||
Accrued Compensation Current [Member] | Deferred Compensation Plan [Member] | |||||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||||||
Accrued compensation current | 1,700 | 1,700 | |||||
Accrued Compensation Current [Member] | Long-term Incentive Compensation Agreements | |||||||
Defined Benefit Plan, Plan Assets, Allocation [Line Items] | |||||||
Accrued compensation current | $ 0 | $ 0 | $ 5,200 |
Variable interest entities - Ad
Variable interest entities - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 1,677,691 | $ 1,139,661 | $ 983,306 | $ 895,704 |
Accounts Payable, Other | 9,200 | |||
Tax receivable agreement liabilities | 293,800 | 272,100 | ||
Deferred tax assets | 404,300 | $ 382,800 | ||
Parent Company [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 18,700 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Liabilities Measured at Fair Value on a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Inputs, Level 1 [Member] | |||
Liabilities: | |||
Debt | [1] | $ 1,928,124 | $ 1,631,412 |
Total assets and liabilities measured at fair value | 1,928,124 | 1,631,412 | |
Fair Value, Inputs, Level 2 [Member] | |||
Assets, Fair Value Disclosure [Abstract] | |||
Interest rate cap | 24,637 | ||
Liabilities: | |||
Total assets and liabilities measured at fair value | 24,637 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Liabilities: | |||
Contingent purchase consideration | 26,357 | 42,053 | |
Fair Value, Inputs, Level 3 [Member] | Redeemable Preferred Units [Member] | |||
Liabilities: | |||
Total assets and liabilities measured at fair value | $ 26,357 | $ 42,053 | |
[1] As of June 30, 2022, this represents the Term Loan and Senior Secured Notes. As of December 31, 2021, only the Term Loan was outstanding. See Note 9, Debt. |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Reconciliation of Beginning and Ending Balances for the Level 3 (Detail) - Fair Value, Recurring [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Opening balance | $ 52,519 | |
Total gains/losses included in earnings | 23,324 | |
Settlements | (2,673) | |
Ending balance | 73,170 | |
Make-Whole provision on Redeemable Preferred Units [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Opening balance | 30,423 | |
Total gains/losses included in earnings | 20,612 | |
Ending balance | 51,035 | |
Contingent consideration [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Opening balance | $ 42,053 | 22,096 |
Total gains/losses included in earnings | (462) | 2,712 |
Settlements | (15,234) | (2,673) |
Ending balance | $ 26,357 | $ 22,135 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Settlements of contingent consideration | $ 6,241 | $ 0 | |
Fair value transfers related to purchases, issues and sales | $ 0 | 0 | |
Redeemable Preferred Stock [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Discount Rate | 10.50% | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Settlements on liabilities | (2,673) | ||
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] | |||
Settlements on liabilities | $ (15,234) | $ (2,673) | |
Payment for Contingent Consideration | 9,000 | ||
Settlements of contingent consideration | $ 6,200 | ||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0292 | 0.0085 | |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.475 | 0.350 | |
Maximum [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.148 | ||
Maximum [Member] | Measurement Input, Credit Spread [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.062 | 0.032 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0173 | 0.0006 | |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.150 | 0.150 | |
Minimum [Member] | Measurement Input, Discount Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.053 | ||
Minimum [Member] | Measurement Input, Credit Spread [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.060 | 0.023 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Insurance Coverage, Errors and omissions | $ 100 | ||||
Insurance Claim, Errors and omissions | 2.5 | ||||
Reserves | $ 3.7 | 3.7 | $ 2.7 | ||
Rsg Recognized In Errors And Omissions Expense | $ 1.3 | $ 0.4 | $ 1.7 | $ 0.7 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2021 | Jun. 13, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||||
Total invested capital | $ 40,522 | $ 40,522 | $ 45,417 | ||||
Expense related to business usage of the aircraft | 300 | $ 100 | 400 | $ 300 | |||
Ryan Re Services Agreement With Geneva Re And Nationwide [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue earned from Geneva Re | 400 | $ 400 | 800 | $ 900 | |||
Receivables due from Geneva Re | $ 1,500 | $ 1,500 | 4,200 | ||||
Geneva Ryan Holdings [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Non-controlling Interest, Ownership Percentage by Non-controlling Owners | 53% | ||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 53% | ||||||
Ryan Specialty Group, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Total consideration transferred, net of cash acquired | $ 48,400 | ||||||
Common stock, Par value | $ 1 | $ 1 | |||||
Shares Issued, Price Per Share | $ 4.70 | ||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 47% | ||||||
Geneva Re [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 50% | 50% | |||||
Total invested capital | $ 47,000 | $ 47,000 | |||||
Equity Method Investment, Aggregate Cost | 50,000 | 50,000 | |||||
Related Party Transaction, Due from (to) Related Party | $ 700 | $ 700 | $ 500 | ||||
Ryan Re [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 53% | ||||||
Ryan Investment Holdings [Member] | Geneva Ryan Holdings [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 53% | 53% | |||||
Ryan Investment Holdings [Member] | Ryan Specialty Group, LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Non-controlling Interest, Ownership Percentage by Non-controlling Owners | 47% | 47% | |||||
Total invested capital | $ 47,000 | $ 47,000 | |||||
Michael O Halleran [Member] | Consulting Arrangement with Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction | $ 100 | ||||||
Immediate Family Member of Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction | 300 | ||||||
Production bonus | 100 | ||||||
Other Than The Board Of Directors [Member] | Consulting Arrangement with Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction | $ 200 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Valuation Allowance [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Percent | 13.74% | 3.55% | 7.03% | 7.12% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | |||
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 21% | 21% | |||
Deferred tax assets | $ 404,200 | $ 404,200 | $ 382,800 | ||
Deferred tax liabilities | 700 | $ 700 | $ 600 | ||
Valuation allowance commentary | As of June 30, 2022, the Company concluded that, based on the weight of all available positive and negative evidence, the Deferred tax assets with respect to the Company’s basis difference in its investment in the LLC are more likely than not to be realized. | ||||
Payment of benefits percentage realized from increase in the tax basis | 85% | ||||
Tax receivable agreement liability | 293,800 | $ 293,800 | |||
Unrecognized Tax Benefits | 0 | 0 | |||
Increase in Tax Receivable Agreement Liabilities | 14,500 | ||||
New LLC [Member] | |||||
Valuation Allowance [Line Items] | |||||
Valuation allowance | $ 0 | 0 | |||
State and Local Jurisdiction [Member] | |||||
Valuation Allowance [Line Items] | |||||
Other Tax Expense (Benefit) | 7,200 | ||||
Increase in deferred tax asset | 9,800 | ||||
Common stock unit | |||||
Valuation Allowance [Line Items] | |||||
Increase in deferred tax asset | $ 15,400 | ||||
Maximum [Member] | |||||
Valuation Allowance [Line Items] | |||||
Change in state rate, percent | 25.65% | ||||
Minimum [Member] | |||||
Valuation Allowance [Line Items] | |||||
Change in state rate, percent | 25.12% |
Income Taxes - Summary of activ
Income Taxes - Summary of activity related to the tax receivable agreement liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Balance at December 31, 2021 | $ 272,100 |
Balance at June 30, 2022 | 293,800 |
Exchange Tax Attributes [Member] | |
Balance at December 31, 2021 | 136,704 |
Exchange of LLC common units | 9,897 |
Remeasurement change in state rate | 2,884 |
Balance at June 30, 2022 | 149,485 |
Pre-IPO M&A Tax Attributes [Member] | |
Balance at December 31, 2021 | 83,389 |
Exchange of LLC common units | 1,435 |
Remeasurement change in state rate | 1,759 |
Balance at June 30, 2022 | 86,583 |
TRA Payment Tax Attributes [Member] | |
Balance at December 31, 2021 | 52,007 |
Exchange of LLC common units | 3,159 |
Remeasurement change in state rate | 2,530 |
Balance at June 30, 2022 | 57,696 |
TRA Liabilities [Member] | |
Balance at December 31, 2021 | 272,100 |
Exchange of LLC common units | 14,491 |
Remeasurement change in state rate | 7,173 |
Balance at June 30, 2022 | $ 293,764 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest | $ 32,050 | $ 32,518 |
Income taxes | 5,179 | 5,897 |
Accretion of premium on mezzanine equity | 0 | 1,196 |
Accumulated deficit due to accretion of premium on mezzanine equity | 0 | (1,196) |
Repurchase of LLC Units | 0 | (745) |
Issuance of unsecured promissory note | $ 0 | $ 745 |