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, 2023
OR
☐ 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)
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Delaware |
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86-2526344 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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Two Prudential Plaza |
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180 N. Stetson Avenue, Suite 4600 |
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Chicago, IL |
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60601 |
(Address of principal executive offices) |
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(Zip Code) |
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(312) 784-6001 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
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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.
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Large accelerated filer |
☒ |
Accelerated filer |
☐ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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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 October 31, 2023, the Registrant had 260,250,593 shares of common stock outstanding, consisting of 118,299,258 shares of Class A common stock, $0.001 par value, and 141,951,335 shares of Class B common stock, $0.001 par value.
Ryan Specialty Holdings, Inc.
INDEX
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, anticipated amount and timing of cost savings relating to the ACCELERATE 2025 program, 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 successfully execute our succession plan for Patrick G. Ryan or other members of our senior management team or to recruit and retain revenue producers;
•the impact of breaches in security that cause significant system or network disruption or business interruption;
•the impact of improper disclosure of confidential, personal or proprietary data, misuse of information by employees or counterparties, or as a result of cyber-attacks;
•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;
•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;
•failure to achieve the intended results of our restructuring program, ACCELERATE 2025;
•any failure to maintain the valuable aspects of our Company’s culture;
•our inability to successfully recover upon experiencing a disaster or other business continuity problem;
•the impact of third parties that perform key functions of our business operations acting in ways that harm our business;
•the cyclicality of, and the economic conditions in, the markets in which we operate and conditions that result in reduced insurer capacity or a migration of business away from the E&S market and into the Admitted market;
•a reduction in insurer capacity;
•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;
•disintermediation within the insurance industry and shifts away from traditional insurance markets;
•changes in the mode of compensation in the insurance industry;
•impairment of goodwill and intangibles;
•the impact on our operations and financial condition from the effects of a pandemic or the outbreak of a contagious disease and resulting governmental and societal responses;
•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;
i
•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;
•the competitiveness and cyclicality of the reinsurance industry;
•the occurrence of natural or man-made disasters;
•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 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 international operations expose us to various international risks, including exchange rate fluctuations and risks resulting from 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;
•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;
•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 interest 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 our Quarterly Reports 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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 and the Annual Report on Form 10-K for the year ended December 31, 2022. 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 filings with the SEC and other 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
ii
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.
•“Adjusted Term SOFR”: Interest rate per annum based on the Secured Overnight Financing Rate (“SOFR”) plus a Credit Spread Adjustment of 10 basis points, 15 basis points, or 25 basis points for the one-month, three-month, or six-month borrowing periods, respectively, subject to a 75 basis point floor.
•“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.
•“Credit Facility”: The Term Loan and the Revolving Credit Facility.
•“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.
•“IPO”: Initial public offering.
•“LLC”: Ryan Specialty, LLC, together with its parent New LLC, and their subsidiaries.
iii
•“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 or LLC, as the context requires.
•“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.
•“Revolving Credit Facility”: The $600 million senior secured revolving credit facility under our Credit Agreement.
•“SEC”: The Securities and Exchange Commission.
•“Senior Secured Notes”: The 4.375% senior secured notes due 2030 issued on February 3, 2022.
•“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 $1.65 billion in principal amount under our Credit Agreement.
•“U.S. GAAP”: Accounting principles generally accepted in the United States of America.
•“Underwriting Management”: Our Underwriting Management Specialty administers a number of MGUs, MGAs, and programs that offer commercial and personal insurance for specific product lines or industry classes. Underwriters act with delegated underwriting authority based on varying degrees of prescribed guidelines as provided by carriers, quoting, binding and issuing policies on behalf of Ryan Specialty’s carrier trading partners which retain the insurance underwriting risk.
•“Wholesale Brokerage”: Our Wholesale Brokerage Specialty distributes a wide range and diversified mix of specialty property, casualty, professional lines, personal lines and workers’ compensation insurance products, as a broker between the carriers and retail brokerage firms.
iv
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Ryan Specialty Holdings, Inc.
Consolidated Statements of Income (Loss) (Unaudited)
(In thousands, except share and per share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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REVENUE |
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Net commissions and fees |
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$ |
487,345 |
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$ |
407,551 |
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$ |
1,507,878 |
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$ |
1,284,459 |
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Fiduciary investment income |
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14,593 |
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4,445 |
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36,808 |
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5,719 |
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Total revenue |
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$ |
501,938 |
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$ |
411,996 |
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$ |
1,544,686 |
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$ |
1,290,178 |
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EXPENSES |
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Compensation and benefits |
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329,212 |
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274,108 |
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989,294 |
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858,439 |
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General and administrative |
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69,288 |
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48,991 |
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202,595 |
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139,851 |
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Amortization |
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29,572 |
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25,667 |
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79,125 |
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78,563 |
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Depreciation |
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2,201 |
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1,463 |
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6,570 |
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3,903 |
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Change in contingent consideration |
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1,848 |
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423 |
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4,358 |
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(837 |
) |
Total operating expenses |
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$ |
432,121 |
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$ |
350,652 |
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$ |
1,281,942 |
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$ |
1,079,919 |
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OPERATING INCOME |
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$ |
69,817 |
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$ |
61,344 |
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$ |
262,744 |
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$ |
210,259 |
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Interest expense, net |
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31,491 |
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28,864 |
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89,840 |
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75,462 |
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Loss (income) from equity method investment in related party |
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(2,271 |
) |
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(144 |
) |
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(5,882 |
) |
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|
414 |
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Other non-operating loss (income) |
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67 |
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(66 |
) |
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37 |
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6,832 |
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INCOME BEFORE INCOME TAXES |
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$ |
40,530 |
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$ |
32,690 |
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$ |
178,749 |
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$ |
127,551 |
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Income tax expense |
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24,827 |
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3,411 |
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42,772 |
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|
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10,076 |
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NET INCOME |
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$ |
15,703 |
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$ |
29,279 |
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$ |
135,977 |
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$ |
117,475 |
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Net income attributable to non-controlling interests, net of tax |
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20,750 |
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17,534 |
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97,786 |
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|
74,318 |
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NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. |
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$ |
(5,047 |
) |
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$ |
11,745 |
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$ |
38,191 |
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$ |
43,157 |
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NET INCOME (LOSS) PER SHARE OF CLASS A COMMON STOCK: |
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Basic |
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$ |
(0.04 |
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$ |
0.11 |
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$ |
0.34 |
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$ |
0.40 |
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Diluted |
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$ |
(0.04 |
) |
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$ |
0.09 |
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$ |
0.34 |
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$ |
0.37 |
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WEIGHTED-AVERAGE SHARES OF CLASS A COMMON STOCK OUTSTANDING: |
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Basic |
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115,872,327 |
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109,428,073 |
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113,291,850 |
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108,035,360 |
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Diluted |
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115,872,327 |
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266,352,389 |
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124,883,523 |
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265,070,739 |
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See accompanying Notes to the Consolidated Financial Statements (Unaudited)
1
Ryan Specialty Holdings, Inc.
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(In thousands)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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NET INCOME |
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$ |
15,703 |
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$ |
29,279 |
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$ |
135,977 |
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$ |
117,475 |
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Net income attributable to non-controlling interests, net of tax |
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20,750 |
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17,534 |
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97,786 |
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74,318 |
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NET INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. |
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$ |
(5,047 |
) |
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$ |
11,745 |
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$ |
38,191 |
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$ |
43,157 |
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Other comprehensive income (loss), net of tax: |
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Gain on interest rate cap |
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2,760 |
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7,596 |
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7,628 |
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7,723 |
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(Gain) on interest rate cap reclassified to earnings |
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(2,215 |
) |
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— |
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(5,518 |
) |
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— |
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Foreign currency translation adjustments |
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(567 |
) |
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(1,752 |
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(179 |
) |
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(2,996 |
) |
Change in share of equity method investment in related party other comprehensive income (loss) |
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(267 |
) |
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(218 |
) |
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270 |
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|
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(2,074 |
) |
Total other comprehensive income (loss), net of tax |
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$ |
(289 |
) |
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$ |
5,626 |
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$ |
2,201 |
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$ |
2,653 |
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COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RYAN SPECIALTY HOLDINGS, INC. |
|
$ |
(5,336 |
) |
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$ |
17,371 |
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$ |
40,392 |
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|
$ |
45,810 |
|
See accompanying Notes to the Consolidated Financial Statements (Unaudited)
2
Ryan Specialty Holdings, Inc.
Consolidated Balance Sheets (Unaudited)
(In thousands, except share and per share data)
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September 30, 2023 |
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December 31, 2022 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
754,370 |
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$ |
992,723 |
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Commissions and fees receivable – net |
|
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238,827 |
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231,423 |
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Fiduciary cash and receivables |
|
|
2,521,021 |
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|
|
2,611,647 |
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Prepaid incentives – net |
|
|
9,577 |
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|
|
8,584 |
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Other current assets |
|
|
62,629 |
|
|
|
49,690 |
|
Total current assets |
|
$ |
3,586,424 |
|
|
$ |
3,894,067 |
|
NON-CURRENT ASSETS |
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|
|
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Goodwill |
|
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1,581,759 |
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|
|
1,314,984 |
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Other intangible assets |
|
|
591,879 |
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|
|
486,444 |
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Prepaid incentives – net |
|
|
16,585 |
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|
|
20,792 |
|
Equity method investment in related party |
|
|
45,272 |
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|
|
38,514 |
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Property and equipment – net |
|
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32,208 |
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|
|
31,271 |
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Lease right-of-use assets |
|
|
131,833 |
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|
|
143,870 |
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Deferred tax assets |
|
|
383,094 |
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|
|
396,814 |
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Other non-current assets |
|
|
56,808 |
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|
|
56,987 |
|
Total non-current assets |
|
$ |
2,839,438 |
|
|
$ |
2,489,676 |
|
TOTAL ASSETS |
|
$ |
6,425,862 |
|
|
$ |
6,383,743 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
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CURRENT LIABILITIES |
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|
|
|
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Accounts payable and accrued liabilities |
|
|
114,952 |
|
|
|
119,022 |
|
Accrued compensation |
|
|
273,417 |
|
|
|
350,369 |
|
Operating lease liabilities |
|
|
19,922 |
|
|
|
22,744 |
|
Tax Receivable Agreement liabilities |
|
|
16,959 |
|
|
|
— |
|
Short-term debt and current portion of long-term debt |
|
|
35,566 |
|
|
|
30,587 |
|
Fiduciary liabilities |
|
|
2,521,021 |
|
|
|
2,611,647 |
|
Total current liabilities |
|
$ |
2,981,837 |
|
|
$ |
3,134,369 |
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
Accrued compensation |
|
|
21,999 |
|
|
|
10,048 |
|
Operating lease liabilities |
|
|
156,983 |
|
|
|
151,944 |
|
Long-term debt |
|
|
1,945,495 |
|
|
|
1,951,900 |
|
Deferred tax liabilities |
|
|
126 |
|
|
|
562 |
|
Tax Receivable Agreement liabilities |
|
|
342,115 |
|
|
|
295,347 |
|
Other non-current liabilities |
|
|
36,066 |
|
|
|
21,761 |
|
Total non-current liabilities |
|
$ |
2,502,784 |
|
|
$ |
2,431,562 |
|
TOTAL LIABILITIES |
|
$ |
5,484,621 |
|
|
$ |
5,565,931 |
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 118,222,528 and 112,437,825 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively) |
|
|
118 |
|
|
|
112 |
|
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 142,026,335 and 147,214,275 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively) |
|
|
141 |
|
|
|
147 |
|
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at September 30, 2023 and December 31, 2022) |
|
|
— |
|
|
|
— |
|
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2023 and December 31, 2022) |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
442,304 |
|
|
|
418,123 |
|
Retained earnings |
|
|
92,179 |
|
|
|
53,988 |
|
Accumulated other comprehensive income |
|
|
8,236 |
|
|
|
6,035 |
|
Total stockholders' equity attributable to Ryan Specialty Holdings, Inc. |
|
$ |
542,978 |
|
|
$ |
478,405 |
|
Non-controlling interests |
|
|
398,263 |
|
|
|
339,407 |
|
Total stockholders' equity |
|
$ |
941,241 |
|
|
$ |
817,812 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
6,425,862 |
|
|
$ |
6,383,743 |
|
See accompanying Notes to the Consolidated Financial Statements (Unaudited)
3
Ryan Specialty Holdings, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
|
2023 |
|
|
2022 |
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
Net income |
|
$ |
135,977 |
|
|
$ |
117,475 |
|
Adjustments to reconcile net income to cash flows provided by operating activities: |
|
|
|
|
|
|
Loss (income) from equity method investment in related party |
|
|
(5,882 |
) |
|
|
414 |
|
Amortization |
|
|
79,125 |
|
|
|
78,563 |
|
Depreciation |
|
|
6,570 |
|
|
|
3,903 |
|
Prepaid and deferred compensation expense |
|
|
8,882 |
|
|
|
27,256 |
|
Non-cash equity-based compensation |
|
|
54,136 |
|
|
|
61,084 |
|
Amortization of deferred debt issuance costs |
|
|
9,125 |
|
|
|
9,017 |
|
Amortization of interest rate cap premium |
|
|
5,216 |
|
|
|
2,898 |
|
Deferred income tax expense |
|
|
11,745 |
|
|
|
4,597 |
|
Deferred income tax expense from reorganization |
|
|
20,679 |
|
|
|
— |
|
Loss on Tax Receivable Agreement |
|
|
478 |
|
|
|
7,173 |
|
Change (net of acquisitions) in: |
|
|
|
|
|
|
Commissions and fees receivable – net |
|
|
3,875 |
|
|
|
24,341 |
|
Accrued interest liability |
|
|
(4,293 |
) |
|
|
3,016 |
|
Other current assets and accrued liabilities |
|
|
(98,213 |
) |
|
|
(192,752 |
) |
Other non-current assets and accrued liabilities |
|
|
22,915 |
|
|
|
3,999 |
|
Total cash flows provided by operating activities |
|
$ |
250,335 |
|
|
$ |
150,984 |
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
Capital expenditures |
|
|
(16,013 |
) |
|
|
(12,026 |
) |
Business combinations – net of cash acquired and cash held in a fiduciary capacity |
|
|
(366,149 |
) |
|
|
— |
|
Repayments of prepaid incentives |
|
|
228 |
|
|
|
337 |
|
Total cash flows used for investing activities |
|
$ |
(381,934 |
) |
|
$ |
(11,689 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
Proceeds from senior secured notes |
|
|
— |
|
|
|
394,000 |
|
Payment of interest rate cap premium |
|
|
— |
|
|
|
(25,500 |
) |
Repayment of term debt |
|
|
(12,375 |
) |
|
|
(12,375 |
) |
Debt issuance costs paid |
|
|
— |
|
|
|
(2,369 |
) |
Finance lease and other costs paid |
|
|
— |
|
|
|
(27 |
) |
Payment of contingent consideration |
|
|
(4,477 |
) |
|
|
|