Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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, $0.001 par value per share | |
Trading Symbol | RYAN | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, State or Province | IL | |
Common Equity [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 259,780,770 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 113,542,115 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 146,238,655 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
REVENUE | ||
Net commissions and fees | $ 447,513 | $ 386,681 |
Fiduciary investment income | 10,086 | 209 |
Total revenue | 457,599 | 386,890 |
EXPENSES | ||
Compensation and benefits | 307,722 | 274,274 |
General and administrative | 51,699 | 42,361 |
Amortization | 25,185 | 26,663 |
Depreciation | 2,192 | 1,211 |
Change in contingent consideration | 714 | (1,008) |
Total operating expenses | 387,512 | 343,501 |
OPERATING INCOME | 70,087 | 43,389 |
Interest expense, net | 29,468 | 21,752 |
Loss (income) from equity method investment in related party | (1,995) | 543 |
Other non-operating loss (income) | (138) | 7,521 |
INCOME BEFORE INCOME TAXES | 42,752 | 13,573 |
Income tax expense (benefit) | 6,295 | (4,503) |
NET INCOME | 36,457 | 18,076 |
Net income attributable to non-controlling interests, net of tax | 23,297 | 11,165 |
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. | $ 13,160 | $ 6,911 |
Common Class A [Member] | ||
NET INCOME PER SHARE OF CLASS A COMMON STOCK: | ||
Earnings (loss) per share - basic | $ 0.12 | $ 0.07 |
Earnings (loss) per share - diluted | $ 0.11 | $ 0.06 |
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING: | ||
Basic | 111,034,503 | 106,592,836 |
Diluted | 266,978,224 | 264,121,066 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
NET INCOME | $ 36,457 | $ 18,076 |
Net income attributable to non-controlling interests, net of tax | 23,297 | 11,165 |
NET INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. | 13,160 | 6,911 |
Other comprehensive income (loss), net of tax: | ||
Loss on interest rate cap | (813) | 0 |
(Gain) on interest rate cap reclassified to earnings | (1,438) | 0 |
Foreign currency translation adjustments | 285 | (58) |
Change in share of equity method investment in related party other comprehensive income (loss) | 214 | (1,302) |
Total other comprehensive loss, net of tax | (1,752) | (1,360) |
COMPREHENSIVE INCOME ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. | $ 11,408 | $ 5,551 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 704,746 | $ 992,723 |
Commissions and fees receivable – net | 234,557 | 231,423 |
Fiduciary cash and receivables | 2,475,185 | 2,611,647 |
Prepaid incentives – net | 8,348 | 8,584 |
Other current assets | 46,086 | 49,690 |
Total current assets | 3,468,922 | 3,894,067 |
NON-CURRENT ASSETS | ||
Goodwill | 1,379,202 | 1,314,984 |
Other intangible assets | 514,568 | 486,444 |
Prepaid incentives – net | 19,425 | 20,792 |
Equity method investment in related party | 41,166 | 38,514 |
Property and equipment – net | 31,832 | 31,271 |
Lease right-of-use assets | 141,619 | 143,870 |
Deferred tax assets | 402,476 | 396,814 |
Other non-current assets | 47,750 | 56,987 |
Total non-current assets | 2,578,038 | 2,489,676 |
TOTAL ASSETS | 6,046,960 | 6,383,743 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 73,976 | 119,022 |
Accrued compensation | 158,017 | 350,369 |
Operating lease liabilities | 20,447 | 22,744 |
Tax Receivable Agreement liabilities | 16,516 | 0 |
Short-term debt and current portion of long-term debt | 22,459 | 30,587 |
Fiduciary liabilities | 2,475,185 | 2,611,647 |
Total current liabilities | 2,766,600 | 3,134,369 |
NON-CURRENT LIABILITIES | ||
Accrued compensation | 16,325 | 10,048 |
Operating lease liabilities | 151,406 | 151,944 |
Long-term debt | 1,950,329 | 1,951,900 |
Deferred tax liabilities | 618 | 562 |
Tax Receivable Agreement liabilities | 287,113 | 295,347 |
Other non-current liabilities | 22,971 | 21,761 |
Total non-current liabilities | 2,428,762 | 2,431,562 |
TOTAL LIABILITIES | 5,195,362 | 5,565,931 |
STOCKHOLDERS' EQUITY | ||
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2023 and December 31, 2022) | 0 | 0 |
Additional paid-in capital | 436,898 | 418,123 |
Retained earnings | 67,148 | 53,988 |
Accumulated other comprehensive income | 4,283 | 6,035 |
Total stockholders' equity attributable to Ryan Specialty Holdings, Inc. | 508,588 | 478,405 |
Non-controlling interests | 343,010 | 339,407 |
Total stockholders' equity | 851,598 | 817,812 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 6,046,960 | 6,383,743 |
Common Class A [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common stock value | 113 | 112 |
Common Class B [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common stock value | 146 | 147 |
Common Class X [Member] | ||
STOCKHOLDERS' EQUITY | ||
Common stock value | $ 0 | $ 0 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000,000 | 500,000,000 |
Preferred units, share 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 | 113,233,651 | 112,437,825 |
Common stock, shares outstanding | 113,233,651 | 112,437,825 |
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 | 146,421,917 | 147,214,275 |
Common stock, shares outstanding | 146,421,917 | 147,214,275 |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 36,457 | $ 18,076 |
Adjustments to reconcile net income to cash flows used for operating activities: | ||
Loss (gain) from equity method investment in related party | (1,995) | 543 |
Amortization | 25,185 | 26,663 |
Depreciation | 2,192 | 1,211 |
Prepaid and deferred compensation expense | 2,212 | 9,684 |
Non-cash equity based compensation | 17,879 | 23,248 |
Amortization of deferred debt issuance costs | 3,039 | 2,811 |
Amortization of interest rate cap premium | 1,739 | 0 |
Deferred income tax expense (benefit) | 2,875 | (8,251) |
Loss on Tax Receivable Agreement | 0 | 7,718 |
Change (net of acquisitions) in: | ||
Commissions and fees receivable - net | (1,212) | 20,543 |
Accrued interest liability | (4,743) | 2,877 |
Other current assets and accrued liabilities | (250,299) | (164,924) |
Other non-current assets and accrued liabilities | 7,460 | (5,669) |
Total cash flows used for operating activities | (159,211) | (65,470) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (2,793) | (2,224) |
Business combinations - net of cash acquired and cash held in a fiduciary capacity | (102,059) | 0 |
Prepaid incentives issued - net of repayments | 0 | (497) |
Total cash flows used for investing activities | (104,852) | (2,721) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from senior secured notes | 0 | 394,000 |
Repayment of term debt | (4,125) | (4,125) |
Debt issuance costs paid | 0 | (1,803) |
Finance lease and other costs paid | 0 | (6) |
Payment of contingent consideration | (4,477) | 0 |
Tax distributions to LLC Unitholders | (264) | (187) |
Receipt of taxes related to net share settlement of equity awards | 404 | 105 |
Taxes paid related to net share settlement of equity awards | (404) | (105) |
Net Change In Fiduciary Liabilities | (20,754) | (79,148) |
Total cash flows (used for) provided by financing activities | (29,620) | 308,731 |
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary capacity | 85 | 816 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY | (293,598) | 241,356 |
Cash, cash equivalents, and cash held in a fiduciary capacity-Beginning balance | 1,767,385 | 1,139,661 |
Cash, cash equivalents, and cash held in a fiduciary capacity-Ending balance | 1,473,787 | 1,381,017 |
Supplemental Cash Flow Information [Abstract] | ||
Cash and cash equivalents | 704,746 | 706,370 |
Cash held in a fiduciary capacity | 769,041 | 674,647 |
Total cash, cash equivalents, and cash held in a fiduciary capacity | $ 1,473,787 | $ 1,381,017 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] Class A Common Stock [Member] | Common Stock [Member] Class B Common Stock [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, 2021 | $ 594,777 | $ 110 | $ 149 | $ 348,865 | $ (7,064) | $ 1,714 | $ 251,003 |
Balance Beginning at Dec. 31, 2021 | 109,894,548 | 149,162,107 | |||||
Net income | 18,076 | 6,911 | 11,165 | ||||
Issuance of common stock, shares | 91,743 | ||||||
Exchange of LLC equity 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) | |||||
Distributions declared - members' tax | (7,543) | (7,543) | |||||
Change in share of equity method investment in related party other comprehensive income (loss) | (3,050) | (1,302) | (1,748) | ||||
Foreign currency translation adjustments | (765) | (58) | (707) | ||||
Equity-based compensation | 23,248 | 23,225 | 23 | ||||
Net Income (Loss) Attributable to Parent | 6,911 | ||||||
Ending Balance at Mar. 31, 2022 | 624,039 | $ 110 | $ 149 | 371,433 | (153) | 354 | 252,146 |
Balance Ending, shares at Mar. 31, 2022 | 110,063,552 | 149,084,846 | |||||
Beginning balance at Dec. 31, 2022 | 817,812 | $ 112 | $ 147 | 418,123 | 53,988 | 6,035 | 339,407 |
Balance Beginning at Dec. 31, 2022 | 112,437,825 | 147,214,275 | |||||
Net income | 36,457 | 13,160 | 23,297 | ||||
Issuance of common stock, shares | 3,468 | ||||||
Exchange of LLC equity for common stock | $ 1 | $ (1) | 1,430 | (1,430) | |||
Exchange of common units for common stock, shares | 792,358 | (792,358) | |||||
Tax Receivable Agreement liability and deferred taxes arising from LLC interest ownership changes | (395) | (395) | |||||
Distributions declared - members' tax | (15,382) | (15,382) | |||||
Change in share of equity method investment in related party other comprehensive income (loss) | 584 | 214 | 370 | ||||
Loss on interest rate cap, net | (6,140) | (2,251) | (3,889) | ||||
Foreign currency translation adjustments | 783 | 285 | 498 | ||||
Equity-based compensation | 17,879 | 17,740 | 139 | ||||
Net Income (Loss) Attributable to Parent | 13,160 | ||||||
Ending Balance at Mar. 31, 2023 | $ 851,598 | $ 113 | $ 146 | $ 436,898 | $ 67,148 | $ 4,283 | $ 343,010 |
Balance Ending, shares at Mar. 31, 2023 | 113,233,651 | 146,421,917 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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. The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “RYAN”. Organization Ryan Specialty Holdings, Inc., was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an IPO and to carry on the business of the LLC. 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. New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its 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 Common Units on its consolidated financial statements. As of March 31, 2023, the Company owned 43.6 % of the outstanding LLC Common Units of New LLC, and New LLC owned 99.9 % of the outstanding LLC Common Units of the LLC. The remaining 0.1 % of the outstanding LLC Common Units of the LLC were owned by a subsidiary of the Company. As the LLC is substantively the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. Basis of Presentation The accompanying 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 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 1, 2023. 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 unaudited 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 its intermediate holding company New LLC, owns a minority economic interest in, and operates and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is 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 has the obligation to absorb losses of, and receive benefits from, the LLC, which could be significant to the Company. 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 Company's relationship with the LLC results in no recourse to the general credit of the Company and 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. Use of Estimates The preparation of the unaudited consolidated interim financial statements and notes thereto requires management to make estimates, judgments, 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. 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, 2022 in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers Disaggregation of Revenue The following table summarizes revenue from contracts with customers by Specialty: Three Months Ended March 31, 2023 2022 Wholesale Brokerage $ 285,850 $ 244,827 Binding Authority 69,526 62,993 Underwriting Management 92,137 78,861 Total Net commissions and fees $ 447,513 $ 386,681 Contract Balances Contract assets, which arise primarily from the Company’s volume-based commissions, are included within Commissions and fees receivable – net in the Consolidated Balance Sheets. The contract assets balance was $ 9.6 million and $ 13.0 million as of March 31, 2023 and December 31, 2022, 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 $ 1.3 million and $ 1.4 million as of March 31, 2023 and December 31, 2022 , respectively. |
Mergers and Acquisitions
Mergers and Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Mergers and Acquisitions | 3. Mergers and Acquisitions 2023 Acquisition On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services, a binding authority specialist and wholesale insurance broker headquartered in Bellevue, WA, for total consideration of $ 115.5 million. This transaction was accounted for as a business combination and the Company recognized $ 51.4 million of customer relationships in Other intangible assets, $ 64.0 million of Goodwill, and $ 0.1 million, net, of other miscellaneous assets and liabilities. Estimates and assumptions used in these valuations are subject to change within the measurement period up to one year from the acquisition date. 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. Further information regarding fair value measurements is detailed in Note 13, Fair Value Measurements . The Company recognizes income or loss for the changes in fair value of estimated contingent consideration within Change in contingent consideration, and recognizes interest expense for accretion of the discount on these liabilities within Interest expense, net on the Consolidated Statements of Income. The table below summarizes the changes recognized: Three Months Ended March 31, 2023 2022 Change in contingent consideration $ 714 $ ( 1,008 ) Interest expense 871 372 Total $ 1,585 $ ( 636 ) The non-current portion of the fair value of contingent consideration was $ 22.9 million and $ 21.8 million as of March 31, 2023 and December 31, 2022, respectively, and was recorded in Other non-current liabilities on the Consolidated Balance Sheets. The current portion of the fair value of contingent consideration was $ 7.5 million as of December 31, 2022 and was recorded in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. The aggregate amount of maximum contingent consideration obligation related to acquisitions was $ 40.0 million as of March 31, 2023 . |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 4. Restructuring In February 2023, the Company initiated the ACCELERATE 2025 program that will enable continued growth, drive innovation, and deliver sustainable productivity improvements over the long term. The restructuring plan aims to reduce costs and increase efficiencies through a focus on optimizing the Company's operations and technology. The restructuring plan is expected to incur total restructuring costs of approximately $ 65.0 million through December 31, 2024 and to generate annual savings of $ 35.0 million in 2025. The total expected costs of the plan include $ 45.0 million related to operations and technology optimization, $ 15.0 million related to employee compensation and benefits, and $ 5.0 million related to asset impairment and other termination costs. The table below presents the restructuring expense incurred in the period: Three Months Ended March 31, 2023 Operations and technology optimization $ 1,434 Compensation and benefits 659 Asset impairment and other termination costs 586 Total $ 2,679 For the three months ended March 31, 2023, the Company recognized restructuring expenses of $ 0.7 million, including contractor costs, in Compensation and benefits, and $ 2.0 million in General and administrative expense on the Consolidated Statements of Income. The table below presents a summary of changes in the restructuring liability: Operations and Technology Optimization Compensation and Benefits Asset Impairment Total Balance at January 1, 2023 $ — $ — $ — $ — Accrued costs 1,434 659 586 2,679 Payments ( 10 ) ( 75 ) — ( 85 ) Non-cash adjustments — — ( 437 ) ( 437 ) Balance at March 31, 2023 $ 1,424 $ 584 $ 149 $ 2,157 |
Receivables and Other Current A
Receivables and Other Current Assets | 3 Months Ended |
Mar. 31, 2023 | |
Receivables And Current Assets [Abstract] | |
Receivables and Other Current Assets | 5. Receivables and Other Current Assets Receivables The Company had receivables of $ 234.6 million and $ 231.4 million outstanding as of March 31, 2023 and December 31, 2022, 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. The Company’s allowance for credit losses 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 roll forward of the Company’s allowance for expected credit losses: Three Months Ended March 31, 2023 2022 Beginning of period $ 1,980 $ 2,508 Write-offs ( 425 ) ( 54 ) Increase in provision 531 49 End of period $ 2,086 $ 2,503 Other Current Assets Major classes of other current assets consist of the following: March 31, 2023 December 31, 2022 Prepaid expenses $ 14,607 $ 21,062 Service receivables 275 414 Other current receivables 31,204 28,214 Total Other current assets $ 46,086 $ 49,690 Service receivables contain receivables from Geneva Re, Ltd. Further information regarding related parties is detailed in Note 15, Related Parties . Other current receivables include insurance recoveries as described in Note 14, Commitments and Contingencies . |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | 6. Leases The Company has various non-cancelable operating leases with various terms through September 2038 primarily for office space and office equipment. The following table provides additional information about the Company’s leases: Three Months Ended March 31, 2023 2022 Lease costs: Operating lease costs $ 8,406 $ 6,327 Finance lease costs — 9 Short-term lease costs: Operating lease costs 238 196 Finance lease costs — 2 Sublease income ( 172 ) ( 91 ) Lease costs – net $ 8,472 $ 6,443 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 7,158 $ 6,385 Non-cash related activities Right-of-use assets obtained in exchange for new operating lease liabilities 3,401 15,920 Weighted average discount rate (percent) Operating leases 4.83 % 3.99 % Finance leases — 3.18 % Weighted average remaining lease term (years) Operating leases 8.4 6.5 Finance leases — 2.6 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Substantially all of the Company’s debt is carried at outstanding principal balance, less debt issuance costs and any unamortized discount. The following table is a summary of the Company’s outstanding debt: March 31, 2023 December 31, 2022 Term debt 7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 3.00 %, matures September 1, 2027 $ 1,569,617 $ 1,571,818 Senior secured notes 8-year senior secured notes, semi-annual interest payments, 4.38 %, matures February 1, 2030 395,592 399,791 Revolving debt 5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 3.00 %, plus commitment fees up to 0.50 %, matures July 26, 2026 384 392 Premium financing notes Commercial notes, periodic interest and principal payments, 1.88 - 2.49 %, expire May 1, 2023 423 1,685 Commercial notes, periodic interest and principal payments, 2.49 %, expire June 1, 2023 307 767 Commercial notes, periodic interest and principal payments, 2.74 %, expire June 21, 2023 1,639 3,266 Finance lease obligation — 57 Units subject to mandatory redemption 4,826 4,711 Total debt $ 1,972,788 $ 1,982,487 Less: Short-term debt and current portion of long-term debt ( 22,459 ) ( 30,587 ) Long-term debt $ 1,950,329 $ 1,951,900 Term Loan The original principal of the Term Loan was $ 1,650.0 million. As of March 31, 2023, $ 1,608.8 million of the principal was outstanding, $ 0.4 million of interest was accrued, and the related unamortized deferred issuance costs were $ 39.5 million. As of December 31, 2022, $ 1,612.9 million of the principal was outstanding, $ 0.7 million of interest was accrued, and the related unamortized deferred issuance costs were $ 41.7 million. Revolving Credit Facility The Revolving Credit Facility had a borrowing capacity of $ 600.0 million as of March 31, 2023 and December 31, 2022. As the Revolving Credit Facility had not been drawn on as of March 31, 2023 or December 31, 2022, the deferred issuance costs related to the facility of $ 5.8 million and $ 6.4 million, respectively, were 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 %. As of March 31, 2023 and December 31, 2022, the Company accrued $ 0.4 million of unpaid commitment fees related to the Revolving Credit Facility in Short-term debt and current portion of long-term debt in the Consolidated Balance Sheets. Transition from LIBOR to SOFR In the second quarter of 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. Relatedly, the Company adopted ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting in the second quarter of 2022. The Company elected the expedient that allows for the 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 due 2030 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 March 31, 2023 and December 31, 2022, unamortized deferred issuance costs and discount were $ 7.3 million and $ 7.5 million, respectively, and the Company accrued $ 2.9 million and $ 7.3 million, respectively, of interest related to these notes. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders' Equity Ryan Specialty's 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 New LLC Operating Agreement requires 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 but, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of incorporation, will be entitled to one vote per share in the future. 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 are 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 are also required to deliver to us an equivalent number of shares of Class B common stock to effectuate such an exchange. Any shares of Class B common stock so delivered will be canceled. Shares of Class B common stock are not issued for Class C Incentive Units that are exchanged for LLC Common Units as these LLC Common Units are immediately exchanged for Class A common stock as discussed in Note 9, Equity-Based Compensation . 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 There w ere no shares of Class X common stock outstanding as of March 31, 2023 or December 31, 2022. The Company issued shares of Class X common stock to Onex as part of the Organizational Transactions, which were immediately repurchased and canceled, as a mechanism for Onex to participate in the TRA. S hares of Class X common stock have no economic or voting rights. Preferred Stock There wer e no shares of preferred stock outstanding as of March 31, 2023 or December 31, 2022. 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 stockholder 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 March 31, 2023 or December 31, 2022. Non-controlling Interests The Company is the sole managing member of the LLC. As a result, the Company consolidates the LLC in its consolidated financial statements, resulting in non-controlling interests related to the LLC Common Units not held by the Company. As of March 31, 2023 and December 31, 2022, the Company owned 43.6 % and 43.3 % , respectively, of the economic interests in the LLC, while the non-controlling interest holders owned the remaining 56.4 % and 56.7 % , respectively, of the economic interests in the LLC. Weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage was 57.0 % and 57.6 % for the three months ended March 31, 2023 and 2022 , respectively. |
Equity-based Compensation
Equity-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-based Compensation | 9. Equity-Based Compensation The Ryan Specialty Holdings, Inc., 2021 Omnibus Incentive Plan (the “Omnibus Plan”) governs, among other things, the types of awards the Company can grant to employees as equity-based compensation awards. 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 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 LLC Units for either Restricted Stock or Restricted Common Units. Additionally, Reload Options or Reload Class Incentive Units were issued to employees in order to protect against the dilution of their existing awards upon exchange to the new awards. 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 non-linear transfer restrictions for at least the five-year period following the IPO. 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. The terms of these awards are described below. Restricted Stock and Restricted Common Units As part of the Organizational Transactions, certain existing employee unitholders were granted Restricted Stock in the Company or Restricted Common Units in exchange for their LLC Units. The Restricted Stock and 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 . Three Months Ended March 31, 2023 Restricted Stock Weighted Average Grant Date Fair Value Restricted Common Units Weighted Average Grant Date Fair Value Unvested at beginning of period 1,984,939 $ 21.15 3,238,597 $ 23.84 Granted — — — — Vested ( 5,145 ) 21.15 ( 5,125 ) 23.84 Forfeited — — — — Unvested at end of period 1,979,794 $ 21.15 3,233,472 $ 23.84 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 . Incentive RSUs As part of the Company’s annual compensation process, the Company issues 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, over 5 years from the grant date, with one-third of the grant vesting in each of years 3 , 4 and 5 , or over 7 years from the grant date, with 20 % vesting in each of years 3 through 7 . Upon vesting, RSUs automatically convert on a one-for-one basis into Class A common stock. Three Months Ended March 31, 2023 IPO RSUs Incentive RSUs Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period 3,771,624 $ 23.00 984,439 $ 34.64 Granted — — 788,689 40.90 Vested ( 7,074 ) 23.04 ( 1,156 ) 40.90 Forfeited — — ( 2,180 ) 34.39 Unvested at end of period 3,764,550 $ 23.00 1,769,792 $ 37.43 Stock Options Reload and Staking Options As part of the Organizational Transactions and IPO, certain employees were granted Reload Options or 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 Reload Options vest either 100 % 3 years from the grant date or over 5 years from the grant date, with one-third of the grant vesting in each of years 3 , 4 and 5 . In general, vested Reload Options are exercisable up to the tenth anniversary of the grant date. 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 . In general, vested Staking Options are exercisable up to the eleventh anniversary of the grant date. Incentive Options As part of the Company’s annual compensation process, the Company issues Incentive Options to certain employees that entitle the award holder to future purchases of Class A common stock, on a one-for-one basis, at the respective exercise prices. The Incentive Options vest over 5 years from the grant date, with one-third of the grant vesting in each of years 3 , 4 and 5 . In general, vested Incentive Options are exercisable up to the tenth anniversary of the grant date. Three Months Ended March 31, 2023 Reload Options 1 Staking Options 1 Incentive Options Incentive Options Weighted Average Exercise Price Outstanding at beginning of period 4,554,749 66,667 170,392 $ 34.39 Granted — — — — Exercised — — — — Forfeited — — ( 2,110 ) 34.39 Outstanding at end of period 4,554,749 66,667 168,282 $ 34.39 1 As the Reload and Staking Options were one-time grants at the IPO, the weighted average exercise price for any movements in these awards will perpetually be $ 23.50 . As such, the values are not presented in the table above. 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 . Incentive RLUs As part of the Company’s annual compensation process, the Company issues Incentive RLUs to certain employees. The Incentive RLUs vest pro rata over 3 or 5 years from the grant date or over 7 years from the grant date, with 20 % vesting in each of years 3 through 7 . Upon vesting, RLUs convert on a one-for-one basis into either LLC Common Units or Class A common stock at the election of the Company. Three Months Ended March 31, 2023 IPO RLUs Incentive RLUs Restricted LLC Units Weighted Average Grant Date Fair Value Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period 1,515,858 $ 25.06 145,527 $ 34.86 Granted — — 352,073 40.90 Vested — — — — Forfeited — — — — Unvested at end of period 1,515,858 $ 25.06 497,600 $ 39.13 Class C Incentive Units Reload and Staking Class C Incentive Units As part of the Organizational Transactions and IPO, certain employees were granted Reload Class C Incentive Units or Staking Class C Incentive Units, which are profits interests. When the value of Class A common stock exceeds the IPO price of $ 23.50 , vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units are immediately redeemed on a one-to-one basis for Class A common stock. The Reload Class C Incentive Units vest either 100 % 3 years from the grant date or over 5 years from the grant date, with one-third of the grant vesting in each of years 3 , 4 and 5 . The 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 Units As part of the Company’s annual compensation process, the Company issues Class C Incentive Units to certain employees, which are profits interests. When the value of the Class A common stock exceeds the participation threshold, vested profits interests may be exchanged for LLC Common Units of equal value. On exchange, the LLC Common Units are immediately 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 , or over 7 years from the grant date, with 20 % vesting in each of years 3 through 7 . Three Months Ended March 31, 2023 Reload Class C Incentive Units 1 Staking Class C Incentive Units 1 Class C Incentive Units Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period 3,911,490 1,996,668 300,000 $ 34.39 Granted — — 195,822 40.90 Vested — — — — Forfeited — — — — Unvested at end of period 3,911,490 1,996,668 495,822 $ 36.96 1 As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted average participation threshold for any movements in these awards will perpetually be $ 23.50 . As such, the values are not presented in the table above. Non-Employee Director Stock Grants 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 fully vested upon grant. The Company recognized $ 0.3 million and $ 1.4 million of expense related to the Director Stock Grants during the three months ended March 31, 2023 and 2022, respectively. Equity-Based Compensation Expense As of March 31, 2023, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining expense period were as follows: Amount Weighted Average Restricted Stock $ 7,282 1.1 IPO RSUs 52,094 4.3 Incentive RSUs 55,232 3.0 Reload Options 4,111 1.7 Staking Options 378 5.9 Incentive Options 1,416 2.8 Restricted Common Units 5,277 0.6 IPO RLUs 26,431 5.6 Incentive RLUs 16,370 2.6 Reload Class C Incentive Units 5,104 2.0 Staking Class C Incentive Units 15,964 5.0 Class C Incentive Units 8,989 5.0 Total unrecognized equity-based compensation expense $ 198,648 The following table includes the equity-based compensation the Company recognized by expense type from the view of expense related to pre-IPO and post-IPO awards. The table also presents the unrecognized equity-based compensation expense as of March 31, 2023 in the same view. Recognized Unrecognized Three Months Ended March 31, As of 2023 2022 March 31, 2023 IPO awards IPO RSUs and Staking Options $ 4,684 $ 6,892 $ 52,472 IPO RLUs and Staking Class C Incentive Units 3,150 3,323 42,395 Incremental Restricted Stock and Reload Options 1,254 2,085 7,752 Incremental Restricted Common Units and Reload Class C Incentive Units 2,094 4,145 8,798 Pre-IPO incentive awards Restricted Stock 751 1,419 3,641 Restricted Common Units 551 877 1,583 Post-IPO incentive awards Incentive RSUs 3,636 339 55,232 Incentive RLUs 956 104 16,370 Incentive Options 118 20 1,416 Class C Incentive Units 349 42 8,989 Other expense Director Stock Grants 336 1,422 N/A Profit Sharing Contribution — 2,580 N/A Total equity-based compensation expense $ 17,879 $ 23,248 $ 198,648 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 10. Earnings Per Share Basic earnings per share is computed by dividing net income 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, including LLC equity awards and the non-controlling interests’ LLC Common Units that are exchangeable into Class A common stock. 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. 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 March 31, 2023 2022 Net income $ 36,457 $ 18,076 Less: Net income attributable to non-controlling interests 23,297 11,165 Net income attributable to Ryan Specialty Holdings, Inc. $ 13,160 $ 6,911 Numerator: Net income attributable to Class A common shareholders $ 13,160 $ 6,911 Add: Income attributed to substantively vested RSUs 225 29 Net income attributable to Class A common shareholders – basic $ 13,385 $ 6,940 Add: Income attributed to dilutive shares 17,180 8,275 Net income attributable to Class A common shareholders – diluted $ 30,565 $ 15,215 Denominator: Weighted-average shares of Class A common stock outstanding – basic 111,034,503 106,592,836 Add: Dilutive shares 155,943,721 157,528,230 Weighted-average shares of Class A common stock outstanding – diluted 266,978,224 264,121,066 Earnings per Share: Earnings per share of Class A common stock – basic $ 0.12 $ 0.07 Earnings per share of Class A common stock – diluted $ 0.11 $ 0.06 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 March 31, 2023 2022 Incentive RSUs 5,405 — Class C Incentive Units 495,822 300,000 Incentive Options 168,282 175,222 |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 11. Derivatives 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. The fair value of the interest rate cap was $ 37.2 million and $ 45.9 million as of March 31, 2023 and December 31, 2022, respectively, and was included in Other non-current assets on the Consolidated Balance Sheets. At inception, the Company formally designated the interest rate cap as a cash flow hedge. As of March 31, 2023, the interest rate cap continued 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 is recognized in Interest expense, net on the Consolidated Statements of Income. As of March 31, 2023 and December 31, 2022, the balance of Accumulated other comprehensive income related to the interest rate cap was $ 16.1 million and $ 22.2 million, respectively. For the three months ended March 31, 2023, the $ 8.7 million decrease in the fair value of the interest rate cap and $ 1.7 million of premium amortization were recognized in Other comprehensive income (loss). During the three months ended March 31, 2023, $ 4.4 million related to payments received was reclassified out of Other comprehensive income (loss) into earnings as an offset to interest expense in Interest expense, net on the Consolidated Statements of Income. As of March 31, 2023, the Company expects $ 19.0 million of unrealized gains from the interest rate cap to be reclassified into earnings over the next twelve months. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2023 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entities | 12. Variable Interest Entities As discussed in Note 1, Basis of Presentation , the Company consolidates the LLC as a VIE under ASC 810. The Company’s financial position, financial performance, and cash flows effectively represent those of the LLC as of and for the three months ended March 31, 2023, with the exception of Cash and cash equivalents of $ 24.8 million, Accounts payable and accrued liabilities of $ 1.3 million, the entire balance of the Tax Receivable Agreement liabilities of $ 303.6 million, and Deferred tax assets of $ 402.5 million on the Consolidated Balance Sheets, which are attributable solely to Ryan Specialty Holdings, Inc. As of December 31, 2022, Cash and cash equivalents of $ 25.0 million, the entire balance of the Tax Receivable Agreement liabilities of $ 295.3 million, and Deferred tax assets of $ 396.8 million on the Consolidated Balance Sheet were attributable solely to Ryan Specialty Holdings, Inc. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements Accounting standards establish a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair values as follows: Level 1: Observable inputs such as quoted prices for identical assets in active markets; Level 2: Inputs other than quoted prices for identical assets in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data which requires the use of valuation techniques and the development of assumptions. The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level of input that is significant to the fair value measure in its entirety. The carrying amount of financial assets and liabilities reported in the Consolidated Balance Sheets for cash and cash equivalents, commissions and fees receivable—net, other current assets, accounts payable, short-term debt, and other accrued liabilities as of March 31, 2023 and December 31, 2022 approximate fair value because of the short-term duration of these instruments. The fair value of our long-term debt, including the Term Loan, Senior Secured Notes, the units subject to mandatory redemption, and any current portion of such debt, was $ 1,966.5 million and $ 1,960.6 million as of March 31, 2023 and December 31, 2022, respectively. The fair value of the Term Loan and Senior Secured Notes would be classified as Level 1 in the fair value hierarchy and the units subject to mandatory redemption would be classified as Level 3. See Note 7, Debt for the carrying values of the Company’s debt. Derivative Instruments Interest Rate Cap The Company uses an interest rate cap to manage its exposure to interest rate fluctuations related to the Company’s Term Loan. The fair value of the interest rate cap 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 fair value of the interest rate cap are considered Level 2 inputs. Contingent Consideration The fair value of contingent consideration obligations is based on the present value of the future expected payments to be made to the sellers of certain 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 run through a series of simulations. As of March 31, 2023, the models used risk-free rates, expected volatility, and a credit spread of 4.97 % , 23.00 % , and 4.90 % , respectively. As of December 31, 2022, the models used risk-free rates, expected volatility, and a credit spread of 4.57 % , 22.50 % , and 4.50 % , 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. The discount rates used to present value the cash payments as of March 31, 2023 and December 31, 2022 were 9.87 % and 9.07 % , respectively. Each period, the Company revalues the contingent consideration obligations associated with certain prior acquisitions to their fair value and records the changes of 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 judgments 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 3, Mergers and Acquisitions , for further information on contingent consideration. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis by fair value hierarchy input level: As of March 31, 2023 As of December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Interest rate cap $ — $ 37,209 $ — $ — $ 45,860 $ — Liabilities: Contingent consideration — — 22,924 — — 29,251 Total assets and liabilities $ — $ 37,209 $ 22,924 $ — $ 45,860 $ 29,251 Level 3 Liabilities Measured at Fair Value The following is a reconciliation of the beginning and ending balances for the Level 3 liabilities measured at fair value, which consist of contingent consideration for both periods: Three Months Ended March 31, 2023 2022 Balance at beginning of period $ 29,251 $ 42,053 Total losses (gains) included in earnings 1,585 ( 636 ) Settlements ( 7,912 ) — Balance at end of period $ 22,924 $ 41,417 Of the $ 7.9 million settlement of contingent consideration during the three months ended March 31, 2023, $ 4.5 million is presented in the financing section and $ 3.4 million is presenting in the operating section of the Consolidated Statements of Cash Flows. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Legal – E&O and Other Considerations As an E&S and Admitted markets intermediary, the Company faces ordinary course of business E&O exposure. The Company also 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. The Company seeks to resolve, through commercial accommodations, certain matters to limit the economic exposure and reputational risk, including potential legal fees, created by a disagreement between a carrier and the insured as well as other E&O matters. The Company utilizes 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 per claim retention amount of $ 2.5 million. The Company periodically determines a range of possible outcomes using the best available information that relies, in part, on projecting historical claim data into the future. Loss contingencies of $ 13.0 million and $ 26.1 million were recorded for outstanding matters as of March 31, 2023 and December 31, 2022, respectively. Loss contingencies exclude the impact of any loss recoveries. The Company recognized the net impact of the loss contingencies and any loss recoveries of $ 0.6 million and $ 0.4 million in E&O expense for the three months ended March 31, 2023 and 2022, respectively, in General and administrative expense on the Consolidated Statements of Income. The historical claim and commercial accommodation data used to project the current estimates may not be indicative of future claim activity. Thus, the estimates could change in the future as more information becomes known, which could materially impact the amounts reported and disclosed herein. During 2022, the Company placed certain insurance policies through a trading partner with the understanding that the policies were underwritten by highly rated insurance capital. The policies were instead underwritten by an insurance carrier that was not considered satisfactory by the Company or the insureds. The Company committed to securing replacement coverage, to the extent commercially available, from highly rated insurance companies on terms substantially similar to the insurance coverage originally agreed upon. As a result of this unusual circumstance, the Company has and may continue to incur losses, including the cost of the replacement coverage (“Replacement Costs”), arising from the original placements. The Company has determined that it is probable that it will be exposed to the Replacement Costs on policies placed with this trading partner. The Company recorded an estimated loss contingency of $ 9.7 million and $ 23.1 million as of March 31, 2023 and December 31, 2022 , respectively, within Accounts payable and accrued liabilities in the Consolidated Balance Sheets. Relatedly, the Company has obtained sufficient evidence from its E&O insurance carriers to conclude that a recovery of the claim for the Replacement Costs, in excess of the $ 2.5 million retention, is probable. A loss recovery of $ 22.6 million and $ 20.6 million was recorded as of March 31, 2023 and December 31, 2022, respectively, in Other current assets in the Consolidated Balance Sheets. In the aggregate, the loss contingency and related loss recovery resulted in a $ 2.5 million expense recognized in 2022. No further expense was recognized during the three months ended March 31, 2023. It is at least reasonably possible that the estimate of Replacement Costs will change in the near term as policies are adjusted and unearned premiums are recovered from the trading partner. Further, exposure to additional losses may arise due to the need to secure coverage for differences in conditions, policies that had expired prior to, or shortly after, the discovery of this unusual circumstance, adjustable premiums arising from the addition or deletion of properties over the policy term, unpaid covered claims, or other damages for losses incurred by our customers. An estimate of these potential losses cannot be made at this time but could change in the future as more information becomes known. |
Related Parties
Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 15. Related Parties Ryan Investment Holdings Ryan Investment Holdings, LLC (“RIH”) was formed as an investment holding company designed to aggregate the funds of Ryan Specialty and Geneva Ryan Holdings, LLC (“GRH”) for investment in Geneva Re Partners, LLC (“GRP”). 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 in or variable interest in this entity. 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. RIH has committed to contribute additional capital to GRP over the next four years. Patrick G. Ryan, through a trust of which he is the beneficiary and co-trustee, has committed to personally fund any such additional capital contributions. Any such additional capital contributions under this commitment will not affect the relative ownership of RIH’s common equity. Geneva Re The Company has 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 $ 0.1 million and $ 0.2 million due from Geneva Re under this agreement as of March 31, 2023 and December 31, 2022, respectively. Ryan Re Services Agreement with Geneva Re and Nationwide Ryan Re, a wholly owned subsidiary of the Company, is party to a services agreement with Geneva Re to provide, among other services, certain underwriting and administrative services to Geneva Re. Ryan Re receives a service fee equal to 115 % of the administrative costs incurred by Ryan Re in performing these services to Geneva Re. Revenue earned from Geneva Re, net of applicable constraints, was $ 0.4 million for the three months ended March 31, 2023 and 2022. Receivables due from Geneva Re under this agreement, net of applicable constraints, were $ 0.3 million and $ 2.0 million as of March 31, 2023 and December 31, 2022, respectively. Company Leasing of Corporate Jets In the ordinary course of its business, the Company charters executive jets for business purposes from Executive Jet Management (“EJM”), a third-party service provider. Mr. Ryan indirectly owns aircraft that he leases to EJM for EJM’s charter operations 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 aircraft of $ 0.5 million and $ 0.2 million for the three months ended March 31, 2023 and 2022 , respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. 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 subsidiaries. The Company’s effective tax rate from continuing operations was 14.7 % and ( 33.2 )% for the three months ended March 31, 2023 and 2022, respectively. The effective tax rate for the three months ended March 31, 2023 is different from the 21 % statutory rate primarily as a result of the income attributable to the non-controlling interests. The effective tax rate for the three months ended March 31, 2022 is significantly different from the 21 % statutory rate primarily as a result of the change in the state tax rates and nondeductible expenses. The Company does not believe it has any significant uncertain tax positions and therefore has no unrecognized tax benefits as of March 31, 2023, 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 $ 402.5 million and $ 396.8 million as of March 31, 2023 and December 31, 2022, respectively, and Deferred tax liabilities of $ 0.6 million as of March 31, 2023 and December 31, 2022 on the Consolidated Balance Sheets. The increase in the Deferred tax assets during the three months ended March 31, 2023 was primarily related to exchanges of LLC Common Units, which resulted in an increase to Additional paid-in capital on the Consolidated Statements of Stockholders’ Equity. As of March 31, 2023, 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) The Company is party to 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 $ 303.6 million related to these benefits on the Consolidated Balance Sheets as of March 31, 2023 . 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, 2022 $ 150,311 $ 85,016 $ 60,020 $ 295,347 Exchange of LLC Common Units 5,575 920 1,787 8,282 Balance at March 31, 2023 $ 155,886 $ 85,936 $ 61,807 $ 303,629 During the three months ended March 31, 2023, the TRA liabilities increased $ 8.3 million due to an exchange of LLC Common Units for Class A common stock, which was recognized in Additional paid-in capital on the Consolidated Statements of Stockholders’ Equity. During the three months ended March 31, 2022, the TRA liabilities increased $ 0.9 million due to an exchange of LLC Common Units for Class A common stock, which was recognized in Additional paid-in capital on the Consolidated Statements of Stockholders’ Equity. Additionally, the Company remeasured the TRA liabilities due to changes in state tax rates resulting in a $ 7.7 million expense as the Company increased its estimated cash tax savings rate from 25.12 % to 25.69 % , which was recognized in Other non-operating loss (income) on the Consolidated Statements of Income. Other Comprehensive Income (Loss) The tax expense (benefit) on the components of Other comprehensive income (loss) for the three months ended March 31, 2023 were $ 0.1 million for Foreign currency translation adjustments, $ 0.1 million for Change in share of equity method investment in related party other comprehensive income (loss), $ ( 0.3 ) million for Loss on interest rate cap, and $ ( 0.5 ) million for the (Gain) on interest rate cap reclassified to earnings. The tax effects on the components of Other comprehensive income (loss) were de minimis for the three months ended March 31, 2022 . |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 17. Supplemental Cash Flow Information The following represents the supplemental cash flow information of the Company: Three Months Ended March 31, 2023 2022 Cash paid for: Interest $ 40,136 $ 15,668 Income taxes 1,244 2,206 Non-cash investing and financing activities: Members' tax distributions declared but unpaid $ 12,272 $ 7,356 Tax Receivable Agreement liabilities 8,282 880 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
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. The Company's Class A common stock is traded on the New York Stock Exchange under the ticker symbol “RYAN”. |
Organization | Organization Ryan Specialty Holdings, Inc., was formed as a Delaware corporation on March 5, 2021, for the purpose of completing an IPO and to carry on the business of the LLC. 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. New LLC is a holding company with its sole material asset being a controlling equity interest in the LLC. The Company operates and controls the business and affairs of the LLC through New LLC and, through the LLC, conducts its 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 Common Units on its consolidated financial statements. As of March 31, 2023, the Company owned 43.6 % of the outstanding LLC Common Units of New LLC, and New LLC owned 99.9 % of the outstanding LLC Common Units of the LLC. The remaining 0.1 % of the outstanding LLC Common Units of the LLC were owned by a subsidiary of the Company. As the LLC is substantively the same as New LLC, for the purpose of this document, we will refer to both New LLC and the LLC as the “LLC”. |
Basis of Presentation | 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 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 1, 2023. 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 unaudited 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 its intermediate holding company New LLC, owns a minority economic interest in, and operates and controls the businesses and affairs of, the LLC. The LLC is a VIE of the Company and the Company is 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 has the obligation to absorb losses of, and receive benefits from, the LLC, which could be significant to the Company. 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 Company's relationship with the LLC results in no recourse to the general credit of the Company and 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. |
Use of Estimates | Use of Estimates The preparation of the unaudited consolidated interim financial statements and notes thereto requires management to make estimates, judgments, 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. |
Significant Accounting Policies | 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, 2022 in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Wholesale Brokerage $ 285,850 $ 244,827 Binding Authority 69,526 62,993 Underwriting Management 92,137 78,861 Total Net commissions and fees $ 447,513 $ 386,681 |
Mergers and Acquisitions (Table
Mergers and Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of change in contingent consideration and interest expense | The table below summarizes the changes recognized: Three Months Ended March 31, 2023 2022 Change in contingent consideration $ 714 $ ( 1,008 ) Interest expense 871 372 Total $ 1,585 $ ( 636 ) |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary of restructuring expense | The table below presents the restructuring expense incurred in the period: Three Months Ended March 31, 2023 Operations and technology optimization $ 1,434 Compensation and benefits 659 Asset impairment and other termination costs 586 Total $ 2,679 |
Summary of changes in the restructuring liability | The table below presents a summary of changes in the restructuring liability: Operations and Technology Optimization Compensation and Benefits Asset Impairment Total Balance at January 1, 2023 $ — $ — $ — $ — Accrued costs 1,434 659 586 2,679 Payments ( 10 ) ( 75 ) — ( 85 ) Non-cash adjustments — — ( 437 ) ( 437 ) Balance at March 31, 2023 $ 1,424 $ 584 $ 149 $ 2,157 |
Receivables and Other Current_2
Receivables and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables And Current Assets [Abstract] | |
Summary of Company's Allowance for Expected Credit Losses | The following table provides a roll forward of the Company’s allowance for expected credit losses: Three Months Ended March 31, 2023 2022 Beginning of period $ 1,980 $ 2,508 Write-offs ( 425 ) ( 54 ) Increase in provision 531 49 End of period $ 2,086 $ 2,503 |
Summary of Major Classes of Other Current Assets | Major classes of other current assets consist of the following: March 31, 2023 December 31, 2022 Prepaid expenses $ 14,607 $ 21,062 Service receivables 275 414 Other current receivables 31,204 28,214 Total Other current assets $ 46,086 $ 49,690 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Summary of lease cost | The following table provides additional information about the Company’s leases: Three Months Ended March 31, 2023 2022 Lease costs: Operating lease costs $ 8,406 $ 6,327 Finance lease costs — 9 Short-term lease costs: Operating lease costs 238 196 Finance lease costs — 2 Sublease income ( 172 ) ( 91 ) Lease costs – net $ 8,472 $ 6,443 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 7,158 $ 6,385 Non-cash related activities Right-of-use assets obtained in exchange for new operating lease liabilities 3,401 15,920 Weighted average discount rate (percent) Operating leases 4.83 % 3.99 % Finance leases — 3.18 % Weighted average remaining lease term (years) Operating leases 8.4 6.5 Finance leases — 2.6 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instruments | The following table is a summary of the Company’s outstanding debt: March 31, 2023 December 31, 2022 Term debt 7-year term loan facility, periodic interest and quarterly principal payments, Adjusted Term SOFR + 3.00 %, matures September 1, 2027 $ 1,569,617 $ 1,571,818 Senior secured notes 8-year senior secured notes, semi-annual interest payments, 4.38 %, matures February 1, 2030 395,592 399,791 Revolving debt 5-year revolving loan facility, periodic interest payments, Adjusted Term SOFR + up to 3.00 %, plus commitment fees up to 0.50 %, matures July 26, 2026 384 392 Premium financing notes Commercial notes, periodic interest and principal payments, 1.88 - 2.49 %, expire May 1, 2023 423 1,685 Commercial notes, periodic interest and principal payments, 2.49 %, expire June 1, 2023 307 767 Commercial notes, periodic interest and principal payments, 2.74 %, expire June 21, 2023 1,639 3,266 Finance lease obligation — 57 Units subject to mandatory redemption 4,826 4,711 Total debt $ 1,972,788 $ 1,982,487 Less: Short-term debt and current portion of long-term debt ( 22,459 ) ( 30,587 ) Long-term debt $ 1,950,329 $ 1,951,900 |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Recognized and Unrecognized Equity Based Compensation Expenses | As of March 31, 2023, the unrecognized equity-based compensation costs related to each equity-based compensation award described above and the related weighted-average remaining expense period were as follows: Amount Weighted Average Restricted Stock $ 7,282 1.1 IPO RSUs 52,094 4.3 Incentive RSUs 55,232 3.0 Reload Options 4,111 1.7 Staking Options 378 5.9 Incentive Options 1,416 2.8 Restricted Common Units 5,277 0.6 IPO RLUs 26,431 5.6 Incentive RLUs 16,370 2.6 Reload Class C Incentive Units 5,104 2.0 Staking Class C Incentive Units 15,964 5.0 Class C Incentive Units 8,989 5.0 Total unrecognized equity-based compensation expense $ 198,648 The following table includes the equity-based compensation the Company recognized by expense type from the view of expense related to pre-IPO and post-IPO awards. The table also presents the unrecognized equity-based compensation expense as of March 31, 2023 in the same view. Recognized Unrecognized Three Months Ended March 31, As of 2023 2022 March 31, 2023 IPO awards IPO RSUs and Staking Options $ 4,684 $ 6,892 $ 52,472 IPO RLUs and Staking Class C Incentive Units 3,150 3,323 42,395 Incremental Restricted Stock and Reload Options 1,254 2,085 7,752 Incremental Restricted Common Units and Reload Class C Incentive Units 2,094 4,145 8,798 Pre-IPO incentive awards Restricted Stock 751 1,419 3,641 Restricted Common Units 551 877 1,583 Post-IPO incentive awards Incentive RSUs 3,636 339 55,232 Incentive RLUs 956 104 16,370 Incentive Options 118 20 1,416 Class C Incentive Units 349 42 8,989 Other expense Director Stock Grants 336 1,422 N/A Profit Sharing Contribution — 2,580 N/A Total equity-based compensation expense $ 17,879 $ 23,248 $ 198,648 |
Restricted Stock and Restricted Common Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Three Months Ended March 31, 2023 Restricted Stock Weighted Average Grant Date Fair Value Restricted Common Units Weighted Average Grant Date Fair Value Unvested at beginning of period 1,984,939 $ 21.15 3,238,597 $ 23.84 Granted — — — — Vested ( 5,145 ) 21.15 ( 5,125 ) 23.84 Forfeited — — — — Unvested at end of period 1,979,794 $ 21.15 3,233,472 $ 23.84 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Three Months Ended March 31, 2023 IPO RSUs Incentive RSUs Restricted Stock Units Weighted Average Grant Date Fair Value Restricted Stock Units Weighted Average Grant Date Fair Value Unvested at beginning of period 3,771,624 $ 23.00 984,439 $ 34.64 Granted — — 788,689 40.90 Vested ( 7,074 ) 23.04 ( 1,156 ) 40.90 Forfeited — — ( 2,180 ) 34.39 Unvested at end of period 3,764,550 $ 23.00 1,769,792 $ 37.43 |
Restricted LLC Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | Three Months Ended March 31, 2023 IPO RLUs Incentive RLUs Restricted LLC Units Weighted Average Grant Date Fair Value Restricted LLC Units Weighted Average Grant Date Fair Value Unvested at beginning of period 1,515,858 $ 25.06 145,527 $ 34.86 Granted — — 352,073 40.90 Vested — — — — Forfeited — — — — Unvested at end of period 1,515,858 $ 25.06 497,600 $ 39.13 |
Class C Incentive Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Three Months Ended March 31, 2023 Reload Class C Incentive Units 1 Staking Class C Incentive Units 1 Class C Incentive Units Class C Incentive Units Weighted Average Participation Threshold Unvested at beginning of period 3,911,490 1,996,668 300,000 $ 34.39 Granted — — 195,822 40.90 Vested — — — — Forfeited — — — — Unvested at end of period 3,911,490 1,996,668 495,822 $ 36.96 1 As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted average participation threshold for any movements in these awards will perpetually be $ 23.50 . As such, the values are not presented in the table above. |
Stock Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Options | Three Months Ended March 31, 2023 Reload Options 1 Staking Options 1 Incentive Options Incentive Options Weighted Average Exercise Price Outstanding at beginning of period 4,554,749 66,667 170,392 $ 34.39 Granted — — — — Exercised — — — — Forfeited — — ( 2,110 ) 34.39 Outstanding at end of period 4,554,749 66,667 168,282 $ 34.39 1 As the Reload and Staking Options were one-time grants at the IPO, the weighted average exercise price for any movements in these awards will perpetually be $ 23.50 . As such, the values are not presented in the table above. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Net income $ 36,457 $ 18,076 Less: Net income attributable to non-controlling interests 23,297 11,165 Net income attributable to Ryan Specialty Holdings, Inc. $ 13,160 $ 6,911 Numerator: Net income attributable to Class A common shareholders $ 13,160 $ 6,911 Add: Income attributed to substantively vested RSUs 225 29 Net income attributable to Class A common shareholders – basic $ 13,385 $ 6,940 Add: Income attributed to dilutive shares 17,180 8,275 Net income attributable to Class A common shareholders – diluted $ 30,565 $ 15,215 Denominator: Weighted-average shares of Class A common stock outstanding – basic 111,034,503 106,592,836 Add: Dilutive shares 155,943,721 157,528,230 Weighted-average shares of Class A common stock outstanding – diluted 266,978,224 264,121,066 Earnings per Share: Earnings per share of Class A common stock – basic $ 0.12 $ 0.07 Earnings per share of Class A common stock – diluted $ 0.11 $ 0.06 |
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 March 31, 2023 2022 Incentive RSUs 5,405 — Class C Incentive Units 495,822 300,000 Incentive Options 168,282 175,222 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of company's assets and liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis by fair value hierarchy input level: As of March 31, 2023 As of December 31, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets: Interest rate cap $ — $ 37,209 $ — $ — $ 45,860 $ — Liabilities: Contingent consideration — — 22,924 — — 29,251 Total assets and liabilities $ — $ 37,209 $ 22,924 $ — $ 45,860 $ 29,251 Level 3 Liabilities Measured at Fair Value |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Summary of company's assets and liabilities measured at fair value on a recurring basis | The following is a reconciliation of the beginning and ending balances for the Level 3 liabilities measured at fair value, which consist of contingent consideration for both periods: Three Months Ended March 31, 2023 2022 Balance at beginning of period $ 29,251 $ 42,053 Total losses (gains) included in earnings 1,585 ( 636 ) Settlements ( 7,912 ) — Balance at end of period $ 22,924 $ 41,417 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 $ 150,311 $ 85,016 $ 60,020 $ 295,347 Exchange of LLC Common Units 5,575 920 1,787 8,282 Balance at March 31, 2023 $ 155,886 $ 85,936 $ 61,807 $ 303,629 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | The following represents the supplemental cash flow information of the Company: Three Months Ended March 31, 2023 2022 Cash paid for: Interest $ 40,136 $ 15,668 Income taxes 1,244 2,206 Non-cash investing and financing activities: Members' tax distributions declared but unpaid $ 12,272 $ 7,356 Tax Receivable Agreement liabilities 8,282 880 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Common Stock [Member] | New LLC [Member] | |||
Own controlling interest | 43.60% | ||
LLC Common Units [Member] | New LLC [Member] | |||
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 99.90% | ||
LLC Common Units [Member] | RS LLC [Member] | |||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 0.10% | ||
Common Class A [Member] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Common Class A [Member] | Common Stock [Member] | |||
Stock issued during period shares | 3,468 | 91,743 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Summary of Revenue from Contracts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net commissions and fees | $ 447,513 | $ 386,681 |
Wholesale brokerage [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net commissions and fees | 285,850 | 244,827 |
Binding authorities [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net commissions and fees | 69,526 | 62,993 |
Underwriting management [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net commissions and fees | $ 92,137 | $ 78,861 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 9.6 | $ 13 |
Contract liabilities | $ 1.3 | $ 1.4 |
Mergers and Acquisitions - Addi
Mergers and Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Business combinations - net of cash acquired and cash held in a fiduciary capacity | $ 102,059 | $ 0 | |
Maximum contingent consideration obligation | 40,000 | ||
Goodwill | 1,379,202 | $ 1,314,984 | |
Other intangible assets | 514,568 | 486,444 | |
Other miscellaneous assets | 2,578,038 | 2,489,676 | |
Other miscellaneous liabilities | 2,428,762 | 2,431,562 | |
Accounts Payable and Accrued Liabilities [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Business combination contingent consideration fair value current | 7,500 | ||
Other Non-Current Liabilities [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Business combination contingent consideration fair value non current | 22,900 | $ 21,800 | |
Griffin [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Business combinations - net of cash acquired and cash held in a fiduciary capacity | 115,500 | ||
Goodwill | 64,000 | ||
Other intangible assets | 51,400 | ||
Other miscellaneous assets | 100 | ||
Other miscellaneous liabilities | $ 100 |
Mergers and Acquisitions - Summ
Mergers and Acquisitions - Summary of Change in Contingent Consideration and Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Change in contingent consideration | $ 714 | $ (1,008) |
Interest expense | 871 | 372 |
Total | $ 1,585 | $ (636) |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Expense (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 2,679 |
Operations and technology optimization [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 1,434 |
Compensation and benefits [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | 659 |
Asset impairment and other termination costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring costs | $ 586 |
Restructuring - Summary of Chan
Restructuring - Summary of Changes in the Restructuring Liability (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | |
Beginning balance | $ 0 |
Accrued costs | 2,679 |
Payments | (85) |
Non-cash adjustments | (437) |
Ending balance | 2,157 |
Operations and technology optimization [Member] | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | |
Beginning balance | 0 |
Accrued costs | 1,434 |
Payments | (10) |
Non-cash adjustments | 0 |
Ending balance | 1,424 |
Compensation and benefits [Member] | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | |
Beginning balance | 0 |
Accrued costs | 659 |
Payments | (75) |
Non-cash adjustments | 0 |
Ending balance | 584 |
Asset impairment and other termination costs [Member] | |
Disclosure Of Changes In The Restructuring Liability [Line Items] | |
Beginning balance | 0 |
Accrued costs | 586 |
Payments | 0 |
Non-cash adjustments | (437) |
Ending balance | $ 149 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring plan | $ 35,000 | ||
Restructuring cost | 65,000 | ||
Restructuring expenses | $ 2,679 | ||
General and administrative | 51,699 | $ 42,361 | |
Operations and technology optimization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 45,000 | ||
Restructuring expenses | 1,434 | ||
Compensation and benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | 15,000 | ||
Restructuring expenses | 659 | ||
General and administrative | 2,000 | ||
Asset impairment and other termination costs [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring cost | $ 5,000 | ||
Restructuring expenses | $ 586 |
Receivables and Other Current_3
Receivables and Other Current Assets - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables And Current Assets [Abstract] | ||
Commissions and fees receivable – net | $ 234,557 | $ 231,423 |
Receivables and Other Current_4
Receivables and Other Current Assets - Summary of Company's Allowance for Expected Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Receivables And Current Assets [Abstract] | ||
Beginning balance | $ 1,980 | $ 2,508 |
Write-offs | (425) | (54) |
Increase in provision | 531 | 49 |
Ending balance | $ 2,086 | $ 2,503 |
Receivables and Other Current_5
Receivables and Other Current Assets - Summary of Major Classes of Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables And Current Assets [Abstract] | ||
Prepaid expenses | $ 14,607 | $ 21,062 |
Service receivables | 275 | 414 |
Other current receivables | 31,204 | 28,214 |
Total Other current assets | $ 46,086 | $ 49,690 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease costs: | ||
Operating lease cost | $ 8,406 | $ 6,327 |
Finance lease costs | 0 | 9 |
Short term lease costs: | ||
Operating lease cost | 238 | 196 |
Finance lease costs | 0 | 2 |
Sublease Income | (172) | (91) |
Lease cost – net | 8,472 | 6,443 |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | 7,158 | 6,385 |
Non-cash related activities | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 3,401 | $ 15,920 |
Weighted average discount rate (percent) | ||
Operating leases | 4.83% | 3.99% |
Finance leases | 0% | 3.18% |
Weighted average remaining lease term (years) | ||
Operating leases | 8 years 4 months 24 days | 6 years 6 months |
Finance leases | 2 years 7 months 6 days |
Debt - Schedule of Long-Term De
Debt - Schedule of Long-Term Debt Instruments (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Finance lease obligation | $ 0 | $ 57 |
Units subject to mandatory redemption | 4,826 | 4,711 |
Total debt | 1,972,788 | 1,982,487 |
Less: Short-term debt and current portion of long-term debt | (22,459) | (30,587) |
Long term debt | 1,950,329 | 1,951,900 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 1,569,617 | 1,571,818 |
Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 395,592 | 399,791 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 384 | 392 |
Commercial Paper [Member] | Commercial notes interest rate 1.88-2.49% due May 01 ,2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 423 | 1,685 |
Commercial Paper [Member] | Commercial notes interest rate 2.49% due June 01 ,2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | 307 | 767 |
Commercial Paper [Member] | Commercial notes interest rate 2.74% due June 21 ,2023 [Member] | ||
Debt Instrument [Line Items] | ||
Debt | $ 1,639 | $ 3,266 |
Debt - Schedule of Long-Term _2
Debt - Schedule of Long-Term Debt Instruments (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2023 | |
Commercial notes interest rate 1.88-2.49% due May 01 ,2023 [Member] | |
Debt Instrument [Line Items] | |
Maturity date | May 01, 2023 |
Commercial notes interest rate 1.88-2.49% due May 01 ,2023 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 1.88% |
Commercial notes interest rate 1.88-2.49% due May 01 ,2023 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 2.49% |
Commercial notes interest rate 2.74% due June 21 ,2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 2.74% |
Maturity date | Jun. 21, 2023 |
Commercial notes interest rate 2.49% due June 01 ,2023 [Member] | |
Debt Instrument [Line Items] | |
Interest rate | 2.49% |
Maturity date | Jun. 01, 2023 |
Term Loan Facility [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, Term | 7 years |
Interest rate | 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% |
Maturity date | Jul. 26, 2026 |
Commitment fee percentage | 0.50% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Feb. 03, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
New LLC [Member] | |||
Debt Instrument [Line Items] | |||
Accrued interest | $ 2.9 | $ 7.3 | |
Unamortized debt issuance expense | $ 7.3 | 7.5 | |
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 | 0.4 | |
Borrowing capacity | 600 | 600 | |
Deferred issuance cost | $ 5.8 | 6.4 | |
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] | |||
Accrued interest | $ 0.4 | 0.7 | |
Unamortized debt issuance expense | 39.5 | 41.7 | |
Debt Instrument, Periodic Payment, Principal | 1,650 | ||
Original principal amount | $ 1,608.8 | $ 1,612.9 | |
Interest rate | 3% | ||
Maturity date | Sep. 01, 2027 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2021 | Jul. 21, 2021 | |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 500,000,000 | 500,000,000 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Dividend declared or outstanding | $ 0 | $ 0 | |||
RSG LLC [Member] | |||||
Class of Stock [Line Items] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 43.60% | 43.30% | |||
Non-controlling Interest, Ownership Percentage by Non-controlling Owners | 56.40% | 56.70% | |||
IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized | 500,000,000 | ||||
IPO [Member] | RSG LLC [Member] | |||||
Class of Stock [Line Items] | |||||
Non-controlling Interest, Ownership Percentage by Non-controlling Owners | 57% | 57.60% | |||
Common Class A [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value | $ 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 | 113,233,651 | 112,437,825 | |||
Common Class A [Member] | IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | ||||
Common Class B [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common Stock, Voting Rights | Each share of Class B common stock is initially entitled to 10 votes per share but, upon the occurrence of certain events as set forth in the Company’s amended and restated certificate of incorporation, will be entitled to one vote per share in the future. | ||||
Common stock, shares outstanding | 146,421,917 | 147,214,275 | |||
Common Class B [Member] | IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 1,000,000,000 | ||||
Common stock, par value | $ 0.001 | ||||
Common Class X [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common Stock, Voting Rights | Shares of Class X common stock have no economic or voting rights. | ||||
Common stock, shares outstanding | 0 | 0 | |||
Common Class X [Member] | IPO [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 10,000,000 |
Redeemable Preferred Units - Ad
Redeemable Preferred Units - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Unit, Issuance Value | $ 0 | $ 0 |
Equity Based Compensation - Add
Equity Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
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 | $ 17,879 | $ 23,248 | |
Compensation and benefits | $ 307,722 | 274,274 | |
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, over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5, or | ||
Award Vesting Rights, Percentage | 100% | ||
Director stock grants | 788,689 | ||
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 and Restricted Common Units [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] | |||
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 | ||
Restricted Stock Unit [Member] | Incentive RSUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting Rights, Percentage | 20% | ||
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 | 4 years | 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 | 7 years | ||
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 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] | Maximum [Member] | Tranche 2 [Member] | Incentive RSUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 7 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 1 [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 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 LLC Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 5 years | ||
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. | ||
Restricted LLC Units [Member] | Incentive RLUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting Rights | Company issues Incentive RLUs to certain employees. The Incentive RLUs vest pro rata over 3 or 5 years from the grant date or over 7 years from the grant date, with 20% vesting in each of years 3 through 7. | ||
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 1 [Member] | Incentive RLUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting Rights, Percentage | 20% | ||
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] | Pro Rata [Member] | Incentive RLUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 7 years | ||
Restricted LLC Units [Member] | Maximum [Member] | Tranche 1 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 9 years | ||
Restricted LLC Units [Member] | Maximum [Member] | Tranche 1 [Member] | Incentive RLUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 7 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] | Maximum [Member] | Pro Rata [Member] | Incentive RLUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 5 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] | Tranche 1 [Member] | Incentive RLUs [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 | ||
Restricted LLC Units [Member] | Minimum [Member] | Pro Rata [Member] | Incentive RLUs [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 3 years | ||
Reload Options [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share Price | $ 23.50 | ||
Award Vesting Rights | The Reload Options vest either 100% 3 years from the grant date or over 5 years from the grant date, with one-third of the grant vesting in each of years 3, 4 and 5 | ||
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 | ||
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] | 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] | 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 | ||
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 one-third of the grant 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 | ||
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 | 195,822 | ||
Class C Incentive Units [Member] | Tranche 1 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting Rights | 20 | ||
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] | |||
Award Vesting period | 7 years | ||
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] | Tranche 1 [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Award Vesting period | 3 years | ||
Class A Common Stock [Member] | Director Stock Grant [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Equity-based compensation expense | $ 300 | $ 1,400 | |
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 Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common Stock, Conversion Basis | one-to-one |
Equity based compensation - Sum
Equity based compensation - Summary restricted stock Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
IPO RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 3,771,624 |
Vested | shares | (7,074) |
Number of units, Unvested at End of period | shares | 3,764,550 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 23 |
Weighted average grant fair value , vested | $ / shares | 23.04 |
Weighted Average Grant Date Fair Value, End of period | $ / shares | $ 23 |
Incentive RSUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 984,439 |
Granted | shares | 788,689 |
Vested | shares | (1,156) |
Forfeited | shares | (2,180) |
Number of units, Unvested at End of period | shares | 1,769,792 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 34.64 |
Weighted average fair value , granted | $ / shares | 40.90 |
Weighted average grant fair value , vested | $ / shares | 40.90 |
Weighted average grant fair value , Forfeited | $ / shares | 34.39 |
Weighted Average Grant Date Fair Value, End of period | $ / shares | $ 37.43 |
Restricted Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 1,984,939 |
Vested | shares | (5,145) |
Number of units, Unvested at End of period | shares | 1,979,794 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 21.15 |
Weighted average grant fair value , vested | $ / shares | 21.15 |
Weighted Average Grant Date Fair Value, End of period | $ / shares | $ 21.15 |
Restricted Common Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 3,238,597 |
Vested | shares | (5,125) |
Number of units, Unvested at End of period | shares | 3,233,472 |
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, End of 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 | 1,515,858 |
Number of units, Unvested at End of period | shares | 1,515,858 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 25.06 |
Weighted Average Grant Date Fair Value, End of period | $ / shares | $ 25.06 |
Restricted LLC Units [Member] | Incentive RLUs [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of units, Unvested at beginning of period | shares | 145,527 |
Granted | shares | 352,073 |
Number of units, Unvested at End of period | shares | 497,600 |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 34.86 |
Weighted average fair value , granted | $ / shares | 40.90 |
Weighted Average Grant Date Fair Value, End of period | $ / shares | $ 39.13 |
Equity based compensation - S_2
Equity based compensation - Summary of stock options (Details) | 3 Months Ended | |
Mar. 31, 2023 $ / shares shares | ||
Reload Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, Beginning of period | 4,554,749 | [1] |
Number of options, Ending of period | 4,554,749 | [1] |
Staking Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, Beginning of period | 66,667 | [1] |
Number of options, Ending of period | 66,667 | [1] |
Incentive Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of options, Beginning of period | 170,392 | |
Number of options, Forfeited | (2,110) | |
Number of options, Ending of period | 168,282 | |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 34.39 | |
Weighted Average Grant Date Fair Value, Forfeited | $ / 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] | ||
Number of units, Unvested at beginning of period | 300,000 | |
Granted | 195,822 | |
Number of units, Unvested at End of period | 495,822 | |
Weighted Average Grant Date Fair Value, Beginning period | $ / shares | $ 34.39 | |
Weighted average fair value , granted | $ / shares | 40.90 | |
Weighted Average Grant Date Fair Value, Ending period | $ / shares | $ 36.96 | |
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 | 3,911,490 | [2] |
Number of units, Unvested at End of period | 3,911,490 | [2] |
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 | 1,996,668 | [2] |
Number of units, Unvested at End of period | 1,996,668 | [2] |
[1] As the Reload and Staking Options were one-time grants at the IPO, the weighted average exercise price for any movements in these awards will perpetually be $ 23.50 . As such, the values are not presented in the table above. As the Reload and Staking Class C Incentive Units were one-time grants at the IPO, the weighted average participation threshold for any movements in these awards will perpetually be $ 23.50 . As such, the values are not presented in the table above. |
Equity based compensation - S_3
Equity based compensation - Summary of stock options (Parenthetica) (Details) - IPO [Member] | 3 Months Ended |
Mar. 31, 2023 $ / shares | |
Incentive option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, Granted | $ 23.50 |
Class C Incentive Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Weighted Average Grant Date Fair Value, Granted | $ 23.50 |
Equity based compensation - S_4
Equity based compensation - Summary of recognized and unrecognized Equity based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 17,879 | $ 23,248 |
Equity-based compensation unrecognized cost | 198,648 | |
Equity-based compensation unrecognized expense | 198,648 | |
Other Expense [Member] | Profit Sharing Contribution [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 0 | 2,580 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 1 year 1 month 6 days | |
Equity-based compensation unrecognized cost | $ 7,282 | |
IPO RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 4 years 3 months 18 days | |
Equity-based compensation unrecognized cost | $ 52,094 | |
Incentive RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 3 years | |
Equity-based compensation unrecognized cost | $ 55,232 | |
Reload Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 1 year 8 months 12 days | |
Equity-based compensation unrecognized cost | $ 4,111 | |
Incentive Options [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 cost | $ 1,416 | |
Restricted Common Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 7 months 6 days | |
Equity-based compensation unrecognized cost | $ 5,277 | |
IPO RLUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 5 years 7 months 6 days | |
Equity-based compensation unrecognized cost | $ 26,431 | |
Incentive RLUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 2 years 7 months 6 days | |
Equity-based compensation unrecognized cost | $ 16,370 | |
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 | |
Equity-based compensation unrecognized cost | $ 5,104 | |
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 | |
Equity-based compensation unrecognized cost | $ 15,964 | |
Class C Incentive Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 5 years | |
Equity-based compensation unrecognized cost | $ 8,989 | |
Director Stock Grants [Member] | Other Expense [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | $ 336 | 1,422 |
Stock Option Staking Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted Average Remaining Expense Period (years) | 5 years 10 months 24 days | |
Equity-based compensation unrecognized cost | $ 378 | |
IPO Award [Member] | IPO RSUs And Staking Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 4,684 | 6,892 |
Equity-based compensation unrecognized expense | 52,472 | |
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 | 3,150 | 3,323 |
Equity-based compensation unrecognized expense | 42,395 | |
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 | 1,254 | 2,085 |
Equity-based compensation unrecognized expense | 7,752 | |
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 | 2,094 | 4,145 |
Equity-based compensation unrecognized expense | 8,798 | |
Pre-IPO Incentive Awards [Member] | Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 751 | 1,419 |
Equity-based compensation unrecognized expense | 3,641 | |
Pre-IPO Incentive Awards [Member] | Restiricted Common Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 551 | 877 |
Equity-based compensation unrecognized expense | 1,583 | |
Post IPO Incentive Awards [Member] | Incentive RSUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 3,636 | 339 |
Equity-based compensation unrecognized expense | 55,232 | |
Post IPO Incentive Awards [Member] | Incentive Options [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 118 | 20 |
Equity-based compensation unrecognized expense | 1,416 | |
Post IPO Incentive Awards [Member] | Incentive RLUs [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Equity-based compensation expense | 956 | 104 |
Equity-based compensation unrecognized expense | 16,370 | |
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 | 349 | $ 42 |
Equity-based compensation unrecognized expense | $ 8,989 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Earnings Per Share Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net income | $ 36,457 | $ 18,076 |
Less: Net income attributable to non-controlling interests | 23,297 | 11,165 |
Net income attributable to Ryan Specialty Holdings, Inc. | 13,160 | 6,911 |
Net income attributable to Class A common shareholders - basic | 13,385 | 6,940 |
Add: Income attributed to substantively vested RSUs | 225 | 29 |
Add: Income attributed to dilutive shares | 17,180 | 8,275 |
Net income attributable to Class A common shareholders - diluted | $ 30,565 | $ 15,215 |
Add: Dilutive shares | 155,943,721 | 157,528,230 |
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 - basic | $ 13,160 | $ 6,911 |
Weighted-average shares of Class A common stock outstanding- basic | 111,034,503 | 106,592,836 |
Weighted-average shares of Class A common stock outstanding - diluted | 266,978,224 | 264,121,066 |
Earnings per share of Class A common stock - basic | $ 0.12 | $ 0.07 |
Earnings per share of Class A common stock - diluted | $ 0.11 | $ 0.06 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Shares Excluded from the Calculation of Diluted Earnings Per Share (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Incentive RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,405 | 0 |
Incentive Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 168,282 | 175,222 |
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 | 495,822 | 300,000 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Apr. 07, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Interest rate cap | $ 1,000,000 | |||
Strike rate | 2.75% | |||
Accumulated other comprehensive income | $ 4,283 | $ 6,035 | ||
Payment of interest rate cap premium | $ 25,500 | |||
Amortization of interest rate cap premium | 1,739 | $ 0 | ||
Interest Rate Cap Payments Received | 4,400 | |||
Interest Rate Cap [Member] | ||||
Accumulated other comprehensive income | 16,100 | 22,200 | ||
Decrease in fair value of interest cap | 8,700 | |||
Amortization of interest rate cap premium | 1,700 | |||
Unrealized gains from interest rate reclassified during next twelve months | 19,000 | |||
Other Noncurrent Assets [Member] | ||||
Fair value of interest cap | $ 37,200 | $ 45,900 |
Variable Interest Entities - Ad
Variable Interest Entities - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 1,473,787 | $ 1,767,385 | $ 1,381,017 | $ 1,139,661 |
Accounts payable and accrued liabilities | 1,300 | |||
Tax receivable agreement liabilities | 303,600 | 295,300 | ||
Deferred tax assets | 402,500 | 396,800 | ||
Parent Company [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Cash and cash equivalents | $ 24,800 | $ 25,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of debt | $ 1,966,500 | $ 1,960,600 | |
Payment for Contingent Consideration | 3,400 | ||
Settlements of contingent consideration | 4,477 | $ 0 | |
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 | $ 7,912 | $ 0 | |
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 | 0.0497 | 0.0457 | |
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 | 0.2300 | 0.2250 | |
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 | 0.0987 | 0.0907 | |
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 | 0.0490 | 0.0450 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Company's Liabilities Measured at Fair Value on a Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Debt | $ 1,966,500 | $ 1,960,600 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Total assets and liabilities measured at fair value | $ 0 | $ 0 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent |
Interest rate cap | $ 37,209 | $ 45,860 |
Total assets and liabilities measured at fair value | 37,209 | 45,860 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Contingent purchase consideration | 22,924 | 29,251 |
Total assets and liabilities measured at fair value | $ 22,924 | $ 29,251 |
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] - Contingent consideration [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Opening balance | $ 29,251 | $ 42,053 |
Total losses (gains) included in earnings | 1,585 | (636) |
Settlements | (7,912) | 0 |
Ending balance | $ 22,924 | $ 41,417 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | |||
Insurance Claim, Errors and omissions | $ 100 | ||
Insurance, Deductible | 2.5 | ||
Estimated loss contingencies | 9.7 | $ 23.1 | |
Loss contingencies | 13 | 26.1 | |
Loss recovery | 22.6 | 20.6 | |
Rsg Recognized In Errors And Omissions Expense | $ 0.6 | $ 0.4 | |
General and Administrative Expense [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingencies | $ 2.5 |
Related Parties - Additional In
Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Total invested capital | $ 41,166 | $ 38,514 | |
Expense related to business usage of the aircraft | 500 | $ 200 | |
Ryan Re Services Agreement With Geneva Re And Nationwide [Member] | |||
Related Party Transaction [Line Items] | |||
Insurance Agency Management Fee | 115 | ||
Revenue earned from Geneva Re | 400 | $ 400 | |
Receivables due from Geneva Re | 300 | 2,000 | |
Geneva Re [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Due from (to) Related Party | $ 100 | $ 200 | |
Ryan Investment Holdings [Member] | Geneva Ryan Holdings [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 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% | ||
Total invested capital | $ 47,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Valuation Allowance [Line Items] | |||
Effective Income Tax Rate Reconciliation, Percent | 14.70% | (33.20%) | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | 21% | |
Deferred tax assets | $ 402,500 | $ 396,800 | |
Deferred tax liabilities | $ 600 | $ 600 | |
Valuation allowance commentary | As of March 31, 2023, 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 | $ 303,600 | ||
Unrecognized Tax Benefits | 0 | ||
Increase in Tax Receivable Agreement Liabilities | 8,300 | $ 900 | |
Tax effects on other comprehensive loss, net of tax | (1,752) | (1,360) | |
Foreign currency translation adjustments | 100 | ||
Change in share of equity method investment in related party other comprehensive income (loss) | 100 | ||
Interest Rate Cap [Member] | |||
Valuation Allowance [Line Items] | |||
Gain on interest rate cap | (500) | ||
Loss on interest rate | (300) | ||
New LLC [Member] | |||
Valuation Allowance [Line Items] | |||
Valuation allowance | $ 0 | ||
State and Local Jurisdiction [Member] | |||
Valuation Allowance [Line Items] | |||
Other Tax Expense (Benefit) | $ 7,700 | ||
Maximum [Member] | |||
Valuation Allowance [Line Items] | |||
Change in state rate, percent | 25.69% | ||
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 | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Balance at December 31, 2022 | $ 295,300 |
Balance at March 31, 2023 | 303,600 |
Exchange Tax Attributes [Member] | |
Balance at December 31, 2022 | 150,311 |
Exchange of LLC common units | 5,575 |
Balance at March 31, 2023 | 155,886 |
Pre-IPO M&A Tax Attributes [Member] | |
Balance at December 31, 2022 | 85,016 |
Exchange of LLC common units | 920 |
Balance at March 31, 2023 | 85,936 |
TRA Payment Tax Attributes [Member] | |
Balance at December 31, 2022 | 60,020 |
Exchange of LLC common units | 1,787 |
Balance at March 31, 2023 | 61,807 |
TRA Liabilities [Member] | |
Balance at December 31, 2022 | 295,347 |
Exchange of LLC common units | 8,282 |
Balance at March 31, 2023 | $ 303,629 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of supplemental cash flow information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Noncash or Part Noncash Acquisitions [Line Items] | ||
Interest | $ 40,136 | $ 15,668 |
Income taxes | 1,244 | 2,206 |
Members' tax distributions declared but unpaid | 12,272 | 7,356 |
Tax Receivable Agreement liabilities | $ 8,282 | $ 880 |