Quarterly report pursuant to Section 13 or 15(d)

Mergers and Acquisitions

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Mergers and Acquisitions
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Mergers and Acquisitions
3.
Mergers and Acquisitions

There were no acquisitions completed during the three months ended March 31, 2024.

2023 Acquisitions

On January 3, 2023, the Company completed the acquisition of certain assets of Griffin Underwriting Services (“Griffin”), a binding authority specialist and wholesale insurance broker headquartered in Bellevue, Washington, for cash consideration of $115.5 million.

On July 1, 2023, the Company completed the acquisitions of certain assets of ACE Benefit Partners, Inc. (“ACE”), a medical stop loss general agent headquartered in Eagle, Idaho, and Point6 Healthcare, LLC (“Point6”), a distributor of medical stop loss insurance on behalf of retail brokers and third-party administrators headquartered in Plano, Texas, for an aggregate $46.8 million of cash consideration and $2.3 million of contingent consideration. During the three months ended March 31, 2024, a measurement period adjustment related to the initial valuation of contingent consideration of $0.6 million was recognized in Goodwill on the Consolidated Balance Sheets.

On July 3, 2023, the Company completed the acquisition of Socius Insurance Services (“Socius”), a national wholesale insurance broker headquartered in Northern California, for $253.5 million of cash consideration, $5.8 million of contingent consideration, and $2.7 million of RYAN Class A common stock.

On December 1, 2023, the Company completed the acquisition of AccuRisk Holdings, LLC (“AccuRisk”), a medical stop loss managing general underwriter headquartered in Chicago, Illinois, for $98.3 million of cash consideration. During the three months ended March 31, 2024, a measurement period adjustment related to the initial valuation of contingent consideration of $0.3 million was recognized in Goodwill on the Consolidated Balance Sheets.

 

Estimates and assumptions used in the acquisition valuations are subject to change within the measurement period up to one year from each acquisition date.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if the 2023 acquisitions, excluding Griffin as it is already included in the results of both periods presented, occurred on January 1, 2023. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place on the date indicated or of results that may occur in the future.

 

Three Months Ended

 

 

March 31, 2023

 

Total revenue

$

488,482

 

Net income

 

13,819

 

 

The unaudited pro forma financial information includes adjustments of (i) incremental amortization expense on intangible assets acquired of $2.7 million, (ii) an increase in transaction costs of $2.0 million, and (iii) an increase of $18.4 million of income tax expense related to the common control reorganizations as part of the Socius and AccuRisk acquisitions.

Contingent Consideration

 

Total consideration for certain acquisitions includes contingent consideration, which is generally based on the EBITDA or revenue of the acquired business following a defined period after purchase. Further information regarding fair value measurements of contingent consideration 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 accretion of the discount on these

liabilities within Interest expense, net, on the Consolidated Statements of Income. The table below summarizes the amounts recognized:

 

 

Three Months Ended March 31,

 

 

 

2024

 

2023

 

Change in contingent consideration

 

$

(65

)

$

714

 

Interest expense, net

 

 

936

 

 

871

 

Total

 

$

871

 

$

1,585

 

 

The aggregate amount of maximum contingent consideration related to acquisitions was $98.1 million as of March 31, 2024.