10-Q

““

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2022

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

For the transition period from to

Commission File Number: 001-40645

RYAN SPECIALTY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		86-2526344
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Two Prudential Plaza
180 N. Stetson Avenue, Suite 4600
Chicago, IL		60601
(Address of principal executive offices)		(Zip Code)

(312) 784-6001

(Registrant’s telephone number, including area code)

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

Title of each class
  

Trading
symbol
  

Name of each exchange
on which registered
  

Class A Common Stock, $0.001 par value per share

RYAN

The New York Stock Exchange (NYSE)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☐

		Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On November 9, 2022, the Registrant had 259,603,153 shares of common stock outstanding, consisting of 112,365,492 shares of Class A common stock, $0.001 par value, and 147,237,661 shares of Class B common stock, $0.001 par value.

Ryan Specialty Holdings, Inc.

INDEX



PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Consolidated Statements of Income (Unaudited)	1

	Consolidated Statements of Comprehensive Income (Unaudited)	2

	Consolidated Balance Sheets (Unaudited)	3

	Consolidated Statements of Cash Flows (Unaudited)	4

	Consolidated Statements of Mezzanine Equity and Stockholders'/Members’ Equity (Unaudited)	5

	Notes to the Consolidated Financial Statements (Unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	61

Item 4.	Controls and Procedures	62

PART II OTHER INFORMATION		62

Item 1.	Legal Proceedings	62

Item 1A.	Risk Factors	62

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	63

Item 4.	Mine Safety Disclosures	63

Item 5.	Other Information	63

Item 6.	Exhibits	64

Forward-Looking Statements

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

•

our failure to develop a succession plan for Patrick G. Ryan or other members of our senior management team, to maintain corporate culture or to recruit and retain revenue producers;

•

the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that result in reduced insurer capacity;

•

a reduction in insurer capacity;

•

the potential loss of our relationships with insurance carriers or our clients, failure to maintain good relationships with insurance carriers or clients, becoming dependent upon a limited number of insurance carriers or clients or the failure to develop new insurance carrier and client relationships;

•

significant competitive pressures in each of our businesses;

•

decreases in premiums or commission rates set by insurers, or actions by insurers seeking repayment of commissions;

•

decrease in the amount of supplemental or contingent commissions we receive;

•

our inability to collect our receivables;

•

errors in, or ineffectiveness of, our underwriting models and the risks presented to our reputation and relationships with insurance carriers, retail brokers and agents;

•

failure to maintain, protect and enhance our brand or prevent damage to our reputation;

•

disintermediation within the insurance industry and shifts away from traditional insurance markets;

•

changes in the mode of compensation in the insurance industry;

•

changes in our accounting estimates, assumptions or methodologies, and general changes in accounting guidance;

•

changes in interest rates that affect our cost of capital and net investment income;

•

changes in interest rates and deterioration of credit quality that reduce the value of our cash balances;

•

impairment of goodwill and intangibles;

•

the impact on our operations and financial condition from the effects of the current COVID-19 pandemic and resulting governmental and societal responses;

•

any failure to maintain our corporate culture;

•

the inability to maintain rapid growth and generate sufficient revenue to maintain profitability;

•

the loss of clients or business as a result of consolidation within the retail insurance brokerage industry;

•

the impact if our MGA or MGU programs are terminated or changed;

•

unsatisfactory evaluation of potential acquisitions and the integration of acquired businesses as well as introduction of new products, lines of business and markets;

•

significant investment in our growth strategy and whether expectation of internal efficiencies are realized;

•

our ability to gain internal efficiencies through the application of technology or effectively apply technology in driving value for our clients or the failure of technology and automated systems to function or perform as expected;

•

the unavailability or inaccuracy of our clients’ and third parties’ data for pricing and underwriting insurance policies;

•

a variety of risks in our third-party claims administration operations that are distinct from those we face in our insurance intermediary operations;

•

the higher risk of delinquency or collection inherent in our premium finance business;

•

the competitiveness and cyclicality of the reinsurance industry;

•

the occurrence of natural or man-made disasters;

•

our inability to successfully recover upon experiencing a disaster or other business continuity problem;

•

the economic and political conditions of the countries and regions in which we operate;

•

the failure or take-over by the FDIC of one of the financial institutions that we use;

•

our inability to respond quickly to operational or financial problems or promote the desired level of cooperation and interaction among our offices;

•

the impact of third parties that perform key functions of our business operations acting in ways that harm our business;

•

our international operations expose us to various international risks, including exchange rate fluctuations;

•

the impact of adverse economic conditions and geopolitical tensions;

•

the impact of governmental regulations, legal proceedings and governmental inquiries related to our business;

•

being subject to E&O claims as well as other contingencies and legal proceedings;

•

our handling of client funds and surplus lines taxes that exposes us to complex fiduciary regulations;

•

changes in tax laws or regulations;

•

decreased commission revenues due to proposed tort reform legislation;

•

the impact of regulations affecting insurance carriers;

•

the impact of breaches in security that cause significant system or network disruptions;

•

the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by employees or counterparties or as a result of cyberattacks;

•

the impact of infringement, misappropriation or dilution of our intellectual property;

•

the impact of the failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others;

•

our outstanding debt potentially adversely affecting our financial flexibility and subjecting us to restrictions and limitations that could significantly affect our ability to operate;

•

not being able to generate sufficient cash flow to service all of our indebtedness and being forced to take other actions to satisfy our obligations under such indebtedness;

•

the impact of being unable to refinance our indebtedness;

•

being affected by further changes in the U.S.-based credit markets;

•

changes in our credit ratings;

•

risks related to the payments required by our Tax Receivable Agreement;

•

risks relating to our organizational structure that could result in conflicts of interests between the LLC Unitholders and the holders of our Class A common stock; and

•

other factors disclosed in the section entitled “Risk Factors” in our Annual Report on Form 10-K and this Quarterly Report on Form 10-Q.

We derive many of our forward-looking statements from our operating budgets and forecasts that are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and under the Section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

Commonly Used Defined Terms

As used in this Quarterly Report on Form 10-Q, unless the context indicates or otherwise requires, the following terms have the following meanings:

•

“we,” “us,” “our,” the “Company,” “Ryan Specialty,” and similar references refer: (i) following the consummation of the Organizational Transactions, including our IPO, to Ryan Specialty Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including the LLC, and (ii) prior to the completion of the Organizational Transactions, including our IPO, to the LLC and, unless otherwise stated, all of its subsidiaries.

•

“Admitted”: The insurance market comprising insurance carriers licensed to write business on an “admitted” basis by the insurance commissioner of the state in which the risk is located. Insurance rates and forms in this market are highly regulated by each state and coverages are largely uniform.

•

“All Risks” or “ARL”: All Risks Specialty, LLC (f/k/a All Risk, Ltd.), an insurance specialist providing services in wholesale brokerage and delegated underwriting authority.

•

“All Risks Acquisition”: In September 2020, Ryan Specialty acquired All Risks.

•

“Binding Authority”: Our Binding Authority receives submissions for insurance directly from retail brokers, evaluates price and makes underwriting decisions regarding these submissions based on narrowly prescribed guidelines provided by carriers, and binds and issues policies on behalf of insurance carriers who retain the insurance underwriting risk.

•

“Board” or “Board of Directors”: The board of directors of Ryan Specialty.

•

“Class C Incentive Units”: Class C common incentive units, initially of the LLC on and prior to September 30, 2021 and then subsequently of New LLC, that are subject to vesting and will be exchangeable into LLC Common Units.

•

“Credit Agreement”: The credit agreement, as amended, dated September 1, 2020, among Ryan Specialty, LLC and JPMorgan Chase Bank, N.A., as administrative agent and the other lenders party thereto.

•

“E&O”: Errors and omissions.

•

“E&S”: Excess and surplus lines. In this insurance market, carriers are licensed on a “non-admitted” basis. The excess and surplus lines market often offers carriers more flexibility in terms, conditions, and rates than does the Admitted market.

•

“Family Group”: (i) In the case of a member of the LLC or a LLC Employee who is an individual, such individual’s spouse, parents and descendants (whether natural or adopted) and any trust or estate planning vehicle or entity solely for the benefit of such individual and/or the individual’s spouse, parents, descendants and/or other relatives, and (ii) in the case of a member of the LLC or a LLC Employee that is a trust, the beneficiary of such trust.

•

“Founder”: Patrick G. Ryan.

iii

•

“Founder Group”: Founder, members of the Founder’s Family Group and Founder’s affiliates.

•

“IPO”: Initial public offering.

•

“LLC”: Ryan Specialty, LLC, together with its parent New LLC, and their subsidiaries.

•

“LLC Common Units”: non-voting common interest units initially of the LLC on and prior to September 30, 2021 and then subsequently of New LLC.

•

“LLC Operating Agreement”: the Seventh Amended and Restated Limited Liability Company Agreement of the LLC

•

“LLC Units”: Class A common units and Class B common units of the LLC prior to the Organizational Transactions.

•

“LLC Unitholders”: holders of the LLC Units or the LLC Common Units, as the context requires.

•

“MGA”: Managing general agent.

•

“MGU”: Managing general underwriter.

•

“New LLC”: New Ryan Specialty, LLC is a Delaware limited liability company and a direct subsidiary of Ryan Specialty Holdings, Inc.

•

“New LLC Operating Agreement”: The Amended and Restated Limited Liability Company Agreement of New LLC.

•

“Onex”: Onex Corporation and its affiliates, a holder of LLC Units and Redeemable Preferred Units prior to the Organizational Transactions, and one of our shareholders following the Organizational Transactions.

•

“Organizational Transactions”: The series of organizational transactions completed by the Company in connection with the IPO, as described in the Form 10-K filed with the SEC on March 16, 2022.

•

“Participation”: Collectively, the Mandatory Participation and the Optional Participation.

•

“Redeemable Preferred Units”: Class B preferred units of the LLC held by Onex prior to the Organizational Transactions.

•

“Restructuring Plan”: Plan to reduce costs and increase efficiencies, streamline management reporting structures, and centralize functions across the Company to improve operating margins, which was fully actioned by June 30, 2022.

•

“Revolving Credit Facility”: The $600 million senior secured revolving credit facility under our Credit Agreement.

•

“SEC”: The Securities and Exchange Commission.

•

“Specialty”: One of the three Ryan Specialty primary distribution channels, which includes Wholesale Brokerage, Binding Authority, and Underwriting Management.

•

“Stock Option”: A non-qualified stock option award that gives the grantee the option to buy a specified number of shares of Class A common stock at the grant date price.

•

“Tax Receivable Agreement” or “TRA”: The tax receivable agreement entered into in connection with the IPO.

•

“Term Loan”: The senior secured Term Loan B for $1.65 billion in principal amount under our Credit Agreement.

•

“U.S. GAAP”: Accounting principles generally accepted in the United States of America.

•

“Underwriting Management”: Our Underwriting Management Specialty administers a number of MGUs, MGAs, and programs that offer commercial and personal insurance for specific product lines or industry classes. Underwriters act with delegated underwriting authority based on varying degrees of prescribed guidelines as provided by carriers, quoting, binding and issuing policies on behalf of Ryan Specialty’s carrier trading partners which retain the insurance underwriting risk.

•

“Wholesale Brokerage”: Our Wholesale Brokerage Specialty distributes a wide range and diversified mix of specialty property, casualty, professional lines, personal lines and workers’ compensation insurance products, as a broker between the carriers and retail brokerage firms.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Ryan Specialty Holdings, Inc.

Consolidated Statements of Income (Unaudited)

All balances presented in thousands, except share and per share data


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
REVENUE
Net commissions and fees	$	407,551		$	352,610		$	1,284,459		$	1,053,800
Fiduciary investment income		4,445			156			5,719			436
Total revenue	$	411,996		$	352,766		$	1,290,178		$	1,054,236
EXPENSES
Compensation and benefits		274,108			286,538			858,439			737,825
General and administrative		48,991			38,754			139,851			96,984
Amortization		25,667			26,982			78,563			82,095
Depreciation		1,463			1,179			3,903			3,601
Change in contingent consideration		423			43			(837	)		2,356
Total operating expenses	$	350,652		$	353,496		$	1,079,919		$	922,861
OPERATING INCOME (LOSS)	$	61,344		$	(730	)	$	210,259		$	131,375
Interest expense, net		28,864			21,193			75,462			60,224
Loss (income) from equity method investment in related party		(144	)		(176	)		414			(610	)
Other non-operating loss (income)		(66	)		16,211			6,832			45,547
INCOME (LOSS) BEFORE INCOME TAXES	$	32,690		$	(37,958	)	$	127,551		$	26,214
Income tax expense (benefit)		3,411			(5,368	)		10,076			(802	)
NET INCOME (LOSS)	$	29,279		$	(32,590	)	$	117,475		$	27,016
Net income (loss) attributable to non-controlling interests, net of tax		17,534			(31,256	)		74,318			(28,806	)
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.	$	11,745		$	(1,334	)	$	43,157		$	55,822
NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK:
Basic	$	0.11		$	(0.16	)	$	0.40		$	(0.16	)
Diluted	$	0.09		$	(0.16	)	$	0.37		$	(0.16	)
WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING:
Basic		109,428,073			105,309,406			108,035,360			105,309,406
Diluted		266,352,389			105,309,406			265,070,739			105,309,406

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

All balances presented in thousands


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
NET INCOME (LOSS)	$	29,279		$	(32,590	)	$	117,475		$	27,016
Net income (loss) attributable to non-controlling interests, net of tax		17,534			(31,256	)		74,318			(28,806	)
NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.	$	11,745		$	(1,334	)	$	43,157		$	55,822
Other comprehensive income (loss), net of tax:
Gain on interest rate cap		7,596			—			7,723			—
Foreign currency translation adjustments		(1,752	)		(648	)		(2,996	)		(204	)
Change in share of equity method investment in related party other comprehensive (loss)		(218	)		—			(2,074	)		(738	)
Total other comprehensive income (loss), net of tax	$	5,626		$	(648	)	$	2,653		$	(942	)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC.	$	17,371		$	(1,982	)	$	45,810		$	54,880

See accompanying Notes to the Consolidated Financial Statements (Unaudited)

Ryan Specialty Holdings, Inc.

Consolidated Balance Sheets (Unaudited)

All balances presented in thousands, except share and per share data


	September 30, 2022		December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	833,135	$	386,962
Commissions and fees receivable – net		187,223		210,252
Fiduciary cash and receivables		2,146,894		2,390,185
Prepaid incentives – net		7,782		7,726
Other current assets		24,559		15,882
Total current assets	$	3,199,593	$	3,011,007
NON-CURRENT ASSETS
Goodwill		1,314,301		1,309,267
Other intangible assets		501,254		573,930
Prepaid incentives – net		20,234		25,382
Equity method investment in related party		38,514		45,417
Property and equipment – net		22,669		15,290
Lease right-of-use assets		135,283		84,874
Deferred tax assets		398,990		382,753
Other non-current assets		57,124		10,788
Total non-current assets	$	2,488,369	$	2,447,701
TOTAL ASSETS	$	5,687,962	$	5,458,708
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities		81,975		99,403
Accrued compensation		232,728		386,301
Operating lease liabilities		19,114		18,783
Tax Receivable Agreement liabilities		7,977		—
Short-term debt and current portion of long-term debt		29,157		23,469
Fiduciary liabilities		2,146,894		2,390,185
Total current liabilities	$	2,517,845	$	2,918,141
NON-CURRENT LIABILITIES
Accrued compensation		9,067		4,371
Operating lease liabilities		135,040		74,386
Long-term debt		1,953,461		1,566,627
Deferred tax liabilities		624		631
Tax Receivable Agreement liabilities		294,385		272,100
Other non-current liabilities		20,016		27,675
Total non-current liabilities	$	2,412,593	$	1,945,790
TOTAL LIABILITIES	$	4,930,438	$	4,863,931
STOCKHOLDERS' EQUITY
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 112,212,653 and 109,894,548 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)		112		110
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 147,390,500 and 149,162,107 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively)		147		149
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at September 30, 2022 and December 31, 2021)		—		—
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021)		—		—
Additional paid-in capital		402,026		348,865
Retained earnings (accumulated deficit)		36,093		(7,064	)
Accumulated other comprehensive income		4,367		1,714
Total stockholders' equity attributable to Ryan Specialty Holdings, Inc.	$	442,745	$	343,774