RYAN 8-K
Ryan Specialty Holdings, Inc. (RYAN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 12, 2022, Ryan Specialty Group Holdings, Inc. (the “Company”) issued a press release announcing its results of operations for the first quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibit 99.1, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this current report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
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Exhibit No. |
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Description of Exhibit |
99.1 |
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Press Release dated May 12, 2022. |
104 |
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Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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RYAN SPECIALTY GROUP HOLDINGS, INC. |
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Date: |
May 12, 2022 |
By: |
/s/ Jeremiah Bickham |
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Jeremiah Bickham |
Exhibit 99.1
RYAN SPECIALTY REPORTS FIRST QUARTER 2022 RESULTS
- Total Revenue grew 24.2% year-over-year to $386.9 million -
- Organic Revenue Growth Rate of 20.1% year-over-year -
- Net Income of $18.1 million, or $0.06 per diluted share -
- Adjusted EBITDAC grew 13.6% year-over-year to $107.3 million -
- Adjusted Net Income grew 13.3% year-over-year to $64.7 million, or $0.24 per diluted share -
MAY 12, 2022 | CHICAGO, IL — Ryan Specialty Group Holdings, Inc. (NYSE: RYAN) (“Ryan Specialty” or the “Company”), a leading international specialty insurance firm, today announced results for the first quarter ended March 31, 2022.
First Quarter 2022 Highlights
“We had an excellent start to 2022 as we continued to capitalize on opportunities presented by the ongoing expansion of the E&S market. We continue to believe that highlighting our clear value proposition, focusing on client service, and providing innovative solutions is our winning formula for success,” said Patrick G. Ryan, Founder, Chairman and Chief Executive Officer of Ryan Specialty. “We delivered 20% organic growth while maintaining solid margins, continuing to invest in enhancing the Ryan Specialty platform, and making steady progress towards hiring the largest class of brokers in our history. We remain confident that our financial strength, dedicated team, and proven ability to execute enables us to deliver sustainable and profitable growth over the long-term.”
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Summary of First Quarter 2022 Results
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Three Months Ended March 31, |
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Change |
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(in thousands, except percentages and per share data) |
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2022 |
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2021 |
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$ |
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% |
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GAAP financial measures |
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Total revenue |
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$ |
386,890 |
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$ |
311,458 |
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$ |
75,432 |
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24.2 |
% |
Compensation and benefits |
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274,274 |
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214,486 |
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59,788 |
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27.9 |
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General and administrative |
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42,361 |
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27,545 |
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14,816 |
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53.8 |
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Total operating expenses |
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343,501 |
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271,615 |
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71,886 |
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26.5 |
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Operating income |
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43,389 |
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39,843 |
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3,546 |
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8.9 |
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Net income (loss) |
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18,076 |
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(3,801 |
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21,877 |
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(575.6 |
) |
Net income (loss) attributable to members |
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6,911 |
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(6,251 |
) |
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13,162 |
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(210.6 |
) |
Compensation and benefits expense ratio (1) |
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70.9 |
% |
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68.9 |
% |
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General and administrative expense ratio (2) |
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10.9 |
% |
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8.8 |
% |
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Net income (loss) margin |
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4.7 |
% |
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(1.2 |
)% |
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Earnings per share (3) |
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$ |
0.07 |
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Diluted earnings per share (3) |
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$ |
0.06 |
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Non-GAAP financial measures* |
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Organic revenue growth rate |
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20.1 |
% |
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18.4 |
% |
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Adjusted compensation and benefits expense |
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$ |
241,331 |
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$ |
192,367 |
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$ |
48,964 |
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25.5 |
% |
Adjusted compensation and benefits expense ratio |
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62.4 |
% |
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61.8 |
% |
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Adjusted general and administrative expense |
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$ |
38,296 |
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$ |
24,687 |
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$ |
13,609 |
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55.1 |
% |
Adjusted general and administrative expense ratio |
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9.9 |
% |
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7.9 |
% |
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Adjusted EBITDAC |
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$ |
107,263 |
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$ |
94,404 |
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$ |
12,859 |
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13.6 |
% |
Adjusted EBITDAC margin |
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27.7 |
% |
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30.3 |
% |
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Adjusted net income |
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$ |
64,732 |
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$ |
57,130 |
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$ |
7,602 |
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13.3 |
% |
Adjusted net income margin |
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16.7 |
% |
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18.3 |
% |
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Adjusted diluted earnings per share |
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$ |
0.24 |
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* For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits expense, Adjusted compensation and benefits ratio, Adjusted general and administrative expense, Adjusted general and administrative expense ratio, Adjusted EBITDAC, Adjusted EBITDAC margin, Adjusted net income, Adjusted net income margin, and Adjusted diluted earnings per share to the most directly comparable GAAP measure, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
First Quarter 2022 Review*
Total revenue for the first quarter of 2022 was $386.9 million, an increase of 24.2% compared to $311.5 million in the prior-year period. This increase was primarily due to strong organic revenue growth of 20.1%, driven by new client wins, expanded relationships with existing clients, an overall expansion of the E&S market, and premium rate increases, as well as revenue from recent acquisitions completed in the fourth quarter of 2021.
Total operating expenses for the first quarter of 2022 were $343.5 million, a 26.5% increase compared to the prior-year period. This was primarily due to an increase in Compensation and benefits expense, which is heavily correlated
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to revenue growth as many of Ryan Specialty’s producers are compensated based on a percentage of the revenue they generate for the Company, and an increase in public company costs over the comparable period. General and administrative expense also increased compared to the prior-year period to accommodate revenue growth, including an increase in business travel and client entertainment as COVID‐19 travel restrictions relaxed.
Net income for the first quarter of 2022 was $18.1 million, compared to a net loss of $3.8 million in the prior-year period. The increase was due to year-over-year revenue growth, as well as a reduction in non-operating losses incurred in the first quarter of 2021 driven by a $12.6 million change in fair value of the embedded derivatives on the Company’s Redeemable Preferred Units that did not recur in the first quarter of 2022. Diluted earnings per share for the first quarter of 2022 was $0.06.
Adjusted EBITDAC of $107.3 million grew 13.6% from $94.4 million in the prior-year period. Adjusted EBITDAC margin for the quarter was 27.7%, compared to 30.3% in the prior-year period. The increase in Adjusted EBITDAC was driven primarily by strong revenue growth, as well as continued execution of the Company’s 2020 restructuring plan, partially offset by increased Compensation and benefits expense, as well as higher General and administrative expense. The restructuring plan, which the Company initiated in 2020, is anticipated to achieve $25 million in cumulative annualized cost savings when fully actioned by June 30, 2022.
Adjusted net income for the first quarter of 2022 rose 13.3% to $64.7 million, compared to $57.1 million in the prior-year period. Adjusted net income margin was 16.7%, compared to 18.3% in the prior-year period. Adjusted diluted earnings per share for the first quarter of 2022 was $0.24.
* For the definition of each of the non-GAAP measures referred to above as well as a reconciliation of such non-GAAP measures to their most directly comparable GAAP measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
First Quarter 2022 Revenue by Specialty
The growth of net commissions and fees in all specialties was primarily driven by strong organic growth and the acquisitions of Crouse and Associates and Keystone Risk Partners in the fourth quarter.
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Three Months Ended March 31, |
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(in thousands, except percentages) |
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2022 |
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% of |
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2021 |
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% of |
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Change |
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Wholesale Brokerage |
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$ |
244,827 |
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63.3 |
% |
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$ |
191,124 |
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61.4 |
% |
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$ |
53,703 |
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28.1 |
% |
Binding Authorities |
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62,993 |
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16.3 |
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55,045 |
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17.7 |
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7,948 |
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14.4 |
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Underwriting Management |
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78,861 |
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20.4 |
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65,175 |
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20.9 |
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13,686 |
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21.0 |
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Total net commissions and fees |
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$ |
386,681 |
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$ |
311,344 |
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$ |
75,337 |
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24.2 |
% |
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Liquidity and Financial Condition
As of March 31, 2022, the Company had Cash and cash equivalents of $706.4 million and outstanding debt principal of $2.0 billion. On April 7, 2022, the Company entered into a 3.7 year (maturing December 31, 2025), $1.0 billion Interest Rate Cap on 1‐Month Term SOFR to hedge its Term Loan interest rate exposure at a strike of 2.75% and an upfront cost of $25.5 million.
Full Year 2022 Outlook*
The Company is raising its full year 2022 outlook for both Organic revenue growth rate and Adjusted EBITDAC margin as follows:
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* For a definition of Organic revenue growth rate and Adjusted EBITDAC margin as well as an explanation of the Company’s inability to provide reconciliations of these forward-looking non-GAAP measures, see “Non-GAAP Financial Measures and Key Performance Indicators” below.
Conference Call Information
Ryan Specialty will host a conference call today at 5:00 PM ET to discuss these results. A live audio webcast of the conference call will be available on the Company’s website at ryansg.com in its Investors section.
The dial-in number for the conference call is (877) 451-6152 (toll-free) or (201) 389-0879 (international). Please dial the number 10 minutes prior to the scheduled start time.
A webcast replay of the call will be available on the Company’s website at ryansg.com in its Investors section for one year following the call.
About Ryan Specialty
Founded in 2010, Ryan Specialty (NYSE: RYAN) is a service provider of specialty products and solutions for insurance brokers, agents and carriers. Ryan Specialty provides distribution, underwriting, product development, administration and risk management services by acting as a wholesale broker and a managing underwriter. Its mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents and carriers. Learn more at ryansg.com.
Forward-Looking Statements
All statements in this release and in the corresponding earnings call that are not historical are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve substantial risks and uncertainties. For example, all statements the Company makes relating to its estimated and projected costs, expenditures, cash flows, growth rates and financial results or its plans and objectives for future operations, growth initiatives, or strategies and the statements under the caption “Full Year 2022 Outlook” are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and variations of such words and similar expressions are intended to identify such forward-looking statements. All forward-looking statements are subject to risks and uncertainties, known and unknown, that may cause actual results to differ materially from those that the Company expected. Specific factors that could cause such a difference include, but are not limited to, those disclosed previously in the Company’s filings with the Securities and Exchange Commission (“SEC”) that include, but are not limited to: the Company’s potential failure to develop a succession plan for the senior management team, including Patrick G. Ryan; the Company’s failure to recruit and retain revenue producers; the cyclicality of, and the economic conditions in, the markets in which the Company operates; conditions that result in reduced insurer capacity; the potential loss of the Company’s relationships with insurance carriers or its 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 the Company’s businesses; decreases in the premiums or commission rates set by insurers, or actions by insurers seeking repayment of commissions; decreases in the amounts of supplemental or contingent commissions the Company receives; the Company’s inability to collect its receivables; the potential that the Company’s underwriting models contain errors or are otherwise ineffective; any damage to the Company’s reputation; decreases in current market share as a result of disintermediation within the insurance industry; impairment of
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goodwill; the inability to maintain rapid growth or to generate sufficient revenue to achieve and maintain profitability; the impact if the Company’s MGU programs are terminated or changed; the risks associated with the evaluation of potential acquisitions and the integration of acquired businesses as well as introduction of new products, lines of business and markets; the occurrence of natural or man-made disasters; being subject to E&O claims as well as other contingencies and legal proceedings; the impact on the Company’s operations and financial condition from the effects of the current COVID-19 pandemic; the impact of breaches in security that cause significant system or network disruptions; not being able to generate sufficient cash flow to service all of the Company’s indebtedness and being forced to take other actions to satisfy its obligations under such indebtedness; and the impact of being unable to refinance the Company’s indebtedness.
For more detail on the risk factors that may affect the Company’s results, see the section entitled ‘‘Risk Factors’’ in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2022, and in other documents filed with, or furnished to, the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Given these factors, as well as other variables that may affect the Company’s operating results, you are cautioned not to place undue reliance on these forward-looking statements, not to assume that past financial performance will be a reliable indicator of future performance, and not to use historical trends to anticipate results or trends in future periods. The forward-looking statements included in this press release and on the related earnings call relate only to events as of the date hereof. The Company does not undertake, and expressly disclaims, any duty or obligation to update publicly any forward-looking statement after the date of this release, whether as a result of new information, future events, changes in assumptions or otherwise.
Non-GAAP Financial Measures and Key Performance Indicators
In assessing the performance of the Company’s business, non-GAAP financial measures are used that are derived from the Company’s consolidated financial information, but which are not presented in the Company’s consolidated financial statements prepared in accordance with GAAP. The Company considers these non-GAAP financial measures to be useful metrics for management and investors to facilitate operating performance comparisons from period to period by excluding potential differences caused by variations in capital structures, tax positions, depreciation, amortization and certain other items that the Company believes are not representative of its core business. The Company uses the following non-GAAP measures for business planning purposes, in measuring performance relative to that of its competitors, to help investors to understand the nature of the Company's growth, and to enable investors to evaluate the run-rate performance of the Company. Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for the consolidated financial statements prepared and presented in accordance with GAAP. The footnotes to the reconciliation tables below should be read in conjunction with the unaudited consolidated quarterly financial statements in the Company’s Quarterly Report on form 10-Q filed with the SEC. Industry peers may provide similar supplemental information but may not define similarly-named metrics in the same way and may not make identical adjustments.
Organic revenue growth rate: Organic revenue growth rate represents the percentage change in revenue, as compared to the same period for the year prior, adjusted for revenue attributable to acquisitions during their first 12 months of the Company’s ownership, and other adjustments such as contingent commissions, fiduciary investment income, and the impact of changes in foreign exchange rates. The most directly comparable GAAP financial metric is Total revenue growth rate.
Adjusted compensation and benefits expense: Adjusted compensation and benefits expense represents Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expenses, and (iii) other exceptional or non-recurring compensation expenses, as applicable. The most directly comparable GAAP financial metric is Compensation and benefits expense.
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Adjusted general and administrative expense: Adjusted general and administrative expense represents General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring related general and administrative expenses, and (ii) other exceptional or non-recurring general and administrative expenses, as applicable. The most directly comparable GAAP financial metric is General and administrative expense.
Adjusted compensation and benefits expense ratio: Adjusted compensation and benefits expense ratio represents the Adjusted compensation and benefits expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is Compensation and benefits expense ratio.
Adjusted general and administrative expense ratio: Adjusted general and administrative expense ratio represents the Adjusted general and administrative expense as a percentage of Total revenue. The most directly comparable GAAP financial metric is General and administrative expense ratio.
Adjusted EBITDAC: Adjusted EBITDAC is defined as Net income before interest expense, net, income tax expense, depreciation, amortization, and change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition-related expenses, and (iii) other exceptional or non-recurring items, as applicable. The most directly comparable GAAP financial metric is Net income.
Adjusted EBITDAC margin: Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted net income: Adjusted net income is tax-effected earnings before amortization and certain items of income and expense, gains and losses, equity-based compensation, acquisition related long-term incentive compensation, acquisition-related expenses, costs associated with the IPO and certain exceptional or non-recurring items. The Company will be subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to its allocable share of any net taxable income of Ryan Specialty Group, LLC. For comparability purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of the Company's adjusted pre-tax income as if the Company owned 100% of Ryan Specialty Group, LLC. The most directly comparable GAAP financial metric is Net income.
Adjusted net income margin: Adjusted net income margin is defined as Adjusted net income as a percentage of Total revenue. The most directly comparable GAAP financial metric is Net income margin.
Adjusted diluted earnings per share: Adjusted diluted earnings per share is defined as Adjusted net income divided by diluted shares outstanding after adjusting for the effect of the exchange of 100% of the outstanding common units of New RSG Holdings, LLC (together with the shares of Class B common stock) into shares of Class A common stock and the effect of unvested equity awards. The most directly comparable GAAP financial metric is Diluted earnings per share. The reconciliation of the above non-GAAP measures to their most directly comparable GAAP financial measure is set forth in the reconciliation table accompanying this release.
With respect to the Organic revenue growth rate and Adjusted EBITDAC margin outlook presented in the “Full Year 2022 Outlook” section of this press release, the Company is unable to provide a comparable outlook for, or a reconciliation to, Total revenue growth rate or Net income margin because it cannot provide a meaningful or accurate calculation or estimation of certain reconciling items without unreasonable effort. Its inability to do so is due to the inherent difficulty in forecasting the timing of items that have not yet occurred and quantifying certain amounts that are necessary for such reconciliation, including variations in effective tax rate, expenses to be incurred for acquisition activities and other one-time or exceptional items.
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Contacts:
Investor Relations
Noah Angeletti
SVP, Head of Investor Relations & Treasurer
Ryan Specialty
[email protected]
Phone: (312) 784-6152
Media Relations
Alice Phillips Topping
SVP, Chief Marketing & Communications Officer
Ryan Specialty
[email protected]
Phone: (312) 635-5976
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Consolidated Statements of Income (Unaudited)
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Three Months Ended March 31, |
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(in thousands, except percentages and per share data) |
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2022 |
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2021 |
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Revenue |
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Net commissions and fees |
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$ |
386,681 |
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$ |
311,344 |
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Fiduciary investment income |
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209 |
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114 |
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Total revenue |
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$ |
386,890 |
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$ |
311,458 |
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Expenses |
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Compensation and benefits |
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274,274 |
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214,486 |
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General and administrative |
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42,361 |
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27,545 |
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Amortization |
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26,663 |
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27,794 |
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Depreciation |
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1,211 |
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|
1,200 |
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Change in contingent consideration |
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(1,008 |
) |
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590 |
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Total operating expenses |
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$ |
343,501 |
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$ |
271,615 |
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Operating income |
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$ |
43,389 |
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$ |
39,843 |
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Interest expense, net |
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21,752 |
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20,045 |
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(Income) loss from equity method investment in related party |
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543 |
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(81 |
) |
Other non-operating loss |
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7,521 |
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21,446 |
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Income (loss) before income taxes |
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$ |
13,573 |
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$ |
(1,567 |
) |
Income tax expense (benefit) |
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(4,503 |
) |
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|
2,234 |
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Net income (loss) |
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$ |
18,076 |
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$ |
(3,801 |
) |
GAAP financial measures |
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Revenue |
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$ |
386,890 |
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$ |
311,458 |
|
Compensation and benefits |
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274,274 |
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|
214,486 |
|
General and administrative |
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42,361 |
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27,545 |
|
Net Income (loss) |
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$ |
18,076 |
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|
$ |
(3,801 |
) |
Compensation and benefits expense ratio |
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70.9 |
% |
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68.9 |
% |
General and administrative expense ratio |
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10.9 |
% |
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8.8 |
% |
Net income (loss) margin |
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4.7 |
% |
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(1.2 |
)% |
Earnings per share |
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$ |
0.07 |
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$ |
— |
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Diluted earnings per share |
|
$ |
0.06 |
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|
$ |
— |
|
Non-GAAP Financial Measures (unaudited)
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Three Months Ended March 31, |
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(in thousands, except percentages and per share data) |
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2022 |
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2021 |
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Non-GAAP financial measures* |
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Organic revenue growth rate |
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|
20.1 |
% |
|
|
18.4 |
% |
Adjusted compensation and benefits expense |
|
$ |
241,331 |
|
|
$ |
192,367 |
|
Adjusted compensation and benefits expense ratio |
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|
62.4 |
% |
|
|
61.8 |
% |
Adjusted general and administrative expense |
|
$ |
38,296 |
|
|
$ |
24,687 |
|
Adjusted general and administrative expense ratio |
|
|
9.9 |
% |
|
|
7.9 |
% |
Adjusted EBITDAC |
|
$ |
107,263 |
|
|
$ |
94,404 |
|
Adjusted EBITDAC margin |
|
|
27.7 |
% |
|
|
30.3 |
% |
Adjusted net income |
|
$ |
64,732 |
|
|
$ |
57,130 |
|
Adjusted net income margin |
|
|
16.7 |
% |
|
|
18.3 |
% |
Adjusted diluted earnings per share |
|
$ |
0.24 |
|
|
$ |
— |
|
8
|
|
|
Consolidated Statements of Financial Position (Unaudited)
(in thousands, except unit and par value data) |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
ASSETS |
|
|
|
|
|
|
||
CURRENT ASSETS |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
706,370 |
|
|
$ |
386,962 |
|
Commissions and fees receivable – net |
|
|
189,709 |
|
|
|
210,252 |
|
Fiduciary cash and receivables |
|
|
2,123,702 |
|
|
|
2,390,185 |
|
Prepaid incentives – net |
|
|
7,603 |
|
|
|
7,726 |
|
Other current assets |
|
|
13,251 |
|
|
|
15,882 |
|
Total current assets |
|
$ |
3,040,635 |
|
|
$ |
3,011,007 |
|
NON-CURRENT ASSETS |
|
|
|
|
|
|
||
Goodwill |
|
|
1,314,266 |
|
|
|
1,309,267 |
|
Other intangible assets |
|
|
549,125 |
|
|
|
573,930 |
|
Prepaid incentives – net |
|
|
24,006 |
|
|
|
25,382 |
|
Equity method investment in related party |
|
|
41,824 |
|
|
|
45,417 |
|
Property and equipment – net |
|
|
14,649 |
|
|
|
15,290 |
|
Lease right-of-use assets |
|
|
99,688 |
|
|
|
84,874 |
|
Deferred tax assets |
|
|
391,777 |
|
|
|
382,753 |
|
Other non-current assets |
|
|
9,667 |
|
|
|
10,788 |
|
Total non-current assets |
|
$ |
2,445,002 |
|
|
$ |
2,447,701 |
|
TOTAL ASSETS |
|
$ |
5,485,637 |
|
|
$ |
5,458,708 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
CURRENT LIABILITIES |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
|
101,335 |
|
|
|
99,403 |
|
Accrued compensation |
|
|
231,387 |
|
|
|
386,301 |
|
Operating lease liabilities |
|
|
18,277 |
|
|
|
18,783 |
|
Tax receivable agreement liabilities |
|
|
7,968 |
|
|
|
— |
|
Short-term debt and current portion of long-term debt |
|
|
22,640 |
|
|
|
23,469 |
|
Fiduciary liabilities |
|
|
2,123,702 |
|
|
|
2,390,185 |
|
Total current liabilities |
|
$ |
2,505,309 |
|
|
$ |
2,918,141 |
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
||
Accrued compensation |
|
|
8,006 |
|
|
|
4,371 |
|
Operating lease liabilities |
|
|
91,880 |
|
|
|
74,386 |
|
Long-term debt |
|
|
1,956,631 |
|
|
|
1,566,627 |
|
Deferred tax liabilities |
|
|
740 |
|
|
|
631 |
|
Tax receivable agreement liabilities |
|
|
272,730 |
|
|
|
272,100 |
|
Other non-current liabilities |
|
|
26,302 |
|
|
|
27,675 |
|
Total non-current liabilities |
|
$ |
2,356,289 |
|
|
$ |
1,945,790 |
|
TOTAL LIABILITIES |
|
$ |
4,861,598 |
|
|
$ |
4,863,931 |
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Class A common stock ($0.001 par value; 1,000,000,000 shares authorized, 110,063,552 and 109,894,548 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively) |
|
|
110 |
|
|
|
110 |
|
Class B common stock ($0.001 par value; 1,000,000,000 shares authorized, 149,084,846 and 149,162,107 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively) |
|
|
149 |
|
|
|
149 |
|
Class X common stock ($0.001 par value; 10,000,000 shares authorized, 640,784 shares issued and 0 outstanding at March 31, 2022 and December 31, 2021) |
|
|
— |
|
|
|
— |
|
Preferred stock ($0.001 par value; 500,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2022 and December 31, 2021) |
|
|
— |
|
|
|
— |
|
Additional paid-in capital |
|
|
371,433 |
|
|
|
348,865 |
|
Accumulated deficit |
|
|
(153 |
) |
|
|
(7,064 |
) |
Accumulated other comprehensive income |
|
|
354 |
|
|
|
1,714 |
|
Total stockholders' equity attributable to Ryan Specialty Group Holdings, Inc. |
|
$ |
371,893 |
|
|
$ |
343,774 |
|
Non-controlling interests |
|
|
252,146 |
|
|
|
251,003 |
|
Total stockholders' equity |
|
|
624,039 |
|
|
|
594,777 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
|
$ |
5,485,637 |
|
|
$ |
5,458,708 |
|
9
|
|
|
Consolidated Statements of Cash Flows (Unaudited)
|
|
Three Months Ended March 31, |
|
|||||
(in thousands) |
|
2022 |
|
|
2021 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net income |
|
$ |
18,076 |
|
|
$ |
(3,801 |
) |
Adjustments to reconcile net income to cash flows from (used for) operating activities: |
|
|
|
|
|
|
||
Loss (gain) from equity method investment |
|
|
543 |
|
|
|
(81 |
) |
Amortization |
|
|
26,663 |
|
|
|
27,794 |
|
Depreciation |
|
|
1,211 |
|
|
|
1,200 |
|
Prepaid and deferred compensation expense |
|
|
9,684 |
|
|
|
8,158 |
|
Non-cash equity-based compensation |
|
|
23,248 |
|
|
|
4,430 |
|
Amortization of deferred debt issuance costs |
|
|
2,811 |
|
|
|
2,517 |
|
Deferred income taxes |
|
|
(8,251 |
) |
|
|
(80 |
) |
Loss on Tax Receivable Agreement |
|
|
7,718 |
|
|
|
— |
|
Change (net of acquisitions and divestitures) in: |
|
|
|
|
|
|
||
Commissions and fees receivable - net |
|
|
20,543 |
|
|
|
19,187 |
|
Accrued interest |
|
|
2,877 |
|
|
|
248 |
|
Other current assets and accrued liabilities |
|
|
(164,924 |
) |
|
|
(139,401 |
) |
Other non-current assets and accrued liabilities |
|
|
(5,669 |
) |
|
|
5,024 |
|
Total cash flows used for operating activities |
|
$ |
(65,470 |
) |
|
$ |
(74,805 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Prepaid incentives issued – net of repayments |
|
|
(497 |
) |
|
|
— |
|
Capital expenditures |
|
|
(2,224 |
) |
|
|
(2,208 |
) |
Total cash flows used for investing activities |
|
$ |
(2,721 |
) |
|
$ |
(2,208 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Purchase of remaining interest in Ryan Re |
|
|
— |
|
|
|
(47,517 |
) |
Deferred offering costs paid |
|
|
— |
|
|
|
(4,049 |
) |
Receipt of taxes related to net share settlement of equity awards |
|
|
105 |
|
|
|
— |
|
Taxes paid related to net share settlement of equity awards |
|
|
(105 |
) |
|
|
— |
|
Cash distribution to LLC Unitholders |
|
|
(187 |
) |
|
|
(23,246 |
) |
Repayment of term debt |
|
|
(4,125 |
) |
|
|
— |
|
Finance lease and other costs paid |
|
|
(6 |
) |
|
|
(47 |
) |
Debt issuance costs paid |
|
|
(1,803 |
) |
|
|
(1,289 |
) |
Proceeds from senior secured notes |
|
|
394,000 |
|
|
|
— |
|
Net change in fiduciary liabilities |
|
|
(79,148 |
) |
|
|
(62,018 |
) |
Total cash flows provided by (used for) financing activities |
|
$ |
308,731 |
|
|
$ |
(138,166 |
) |
Effect of changes in foreign exchange rates on cash, cash equivalents, and cash held in a fiduciary |
|
|
816 |
|
|
|
(784 |
) |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY |
|
$ |
241,356 |
|
|
$ |
(215,963 |
) |
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Beginning balance |
|
$ |
1,139,661 |
|
|
$ |
895,704 |
|
CASH, CASH EQUIVALENTS, AND CASH HELD IN A FIDUCIARY CAPACITY—Ending balance |
|
$ |
1,381,017 |
|
|
$ |
679,741 |
|
Reconciliation of cash, cash equivalents, and cash held in a fiduciary capacity |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
706,370 |
|
|
$ |
159,176 |
|
Cash held in a fiduciary capacity |
|
|
674,647 |
|
|
|
520,565 |
|
Total cash, cash equivalents, and cash held in a fiduciary capacity |
|
$ |
1,381,017 |
|
|
$ |
679,741 |
|
10
|
|
|
Net Commissions and Fees
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|||||||||||||||
(in thousands, except percentages) |
|
2022 |
|
|
% of |
|
|
2021 |
|
|
% of |
|
|
Change |
|
|||||||||
Wholesale Brokerage |
|
$ |
244,827 |
|
|
|
63.3 |
% |
|
$ |
191,124 |
|
|
|
61.4 |
% |
|
$ |
53,703 |
|
|
|
28.1 |
% |
Binding Authorities |
|
|
62,993 |
|
|
|
16.3 |
|
|
|
55,045 |
|
|
|
17.7 |
|
|
|
7,948 |
|
|
|
14.4 |
|
Underwriting Management |
|
|
78,861 |
|
|
|
20.4 |
|
|
|
65,175 |
|
|
|
20.9 |
|
|
|
13,686 |
|
|
|
21.0 |
|
Total net commissions and fees |
|
$ |
386,681 |
|
|
|
|
|
$ |
311,344 |
|
|
|
|
|
$ |
75,337 |
|
|
|
24.2 |
% |
||
11
|
|
|
Reconciliation of Organic Revenue Growth Rate to Total Revenue Growth Rate
|
|
Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Total revenue growth rate (GAAP) (1) |
|
|
24.2 |
% |
|
|
49.6 |
% |
Less: Mergers and acquisitions (2) |
|
|
(3.4 |
) |
|
|
(31.3 |
) |
Change in other (3) |
|
|
(0.7 |
) |
|
|
0.1 |
|
Organic revenue growth rate (Non-GAAP) |
|
|
20.1 |
% |
|
|
18.4 |
% |
Reconciliation of Adjusted Compensation and Benefits Expense to Compensation and Benefits Expense
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total revenue |
|
$ |
386,890 |
|
|
$ |
311,458 |
|
Compensation and benefits expense |
|
$ |
274,274 |
|
|
$ |
214,486 |
|
Acquisition-related expense |
|
|
(58 |
) |
|
|
— |
|
Acquisition related long-term incentive compensation |
|
|
(7,697 |
) |
|
|
(9,422 |
) |
Restructuring and related expense |
|
|
(158 |
) |
|
|
(6,189 |
) |
Amortization and expense related to discontinued prepaid incentives |
|
|
(1,782 |
) |
|
|
(2,078 |
) |
Equity-based compensation |
|
|
(6,804 |
) |
|
|
(4,430 |
) |
Initial public offering related expense |
|
|
(16,444 |
) |
|
|
— |
|
Adjusted compensation and benefits expense (1) |
|
$ |
241,331 |
|
|
$ |
192,367 |
|
Compensation and benefits expense ratio |
|
|
70.9 |
% |
|
|
68.9 |
% |
Adjusted compensation and benefits expense ratio |
|
|
62.4 |
% |
|
|
61.8 |
% |
12
|
|
|
Reconciliation of Adjusted General and Administrative Expense to General and Administrative Expense
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total revenue |
|
$ |
386,890 |
|
|
$ |
311,458 |
|
General and administrative expense |
|
$ |
42,361 |
|
|
$ |
27,545 |
|
Acquisition-related expense |
|
|
(451 |
) |
|
|
(1,714 |
) |
Restructuring and related expense |
|
|
(2,966 |
) |
|
|
(809 |
) |
Other non-recurring expense |
|
|
— |
|
|
|
(335 |
) |
Initial public offering related expense |
|
|
(648 |
) |
|
|
— |
|
Adjusted general and administrative expense (1) |
|
$ |
38,296 |
|
|
$ |
24,687 |
|
General and administrative expense ratio |
|
|
10.9 |
% |
|
|
8.8 |
% |
Adjusted general and administrative expense ratio |
|
|
9.9 |
% |
|
|
7.9 |
% |
Reconciliation of Adjusted EBITDAC to Net Income
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total revenue |
|
$ |
386,890 |
|
|
$ |
311,458 |
|
Net income (loss) |
|
$ |
18,076 |
|
|
$ |
(3,801 |
) |
Interest expense, net |
|
|
21,752 |
|
|
|
20,045 |
|
Income tax expense (benefit) |
|
|
(4,503 |
) |
|
|
2,234 |
|
Depreciation |
|
|
1,211 |
|
|
|
1,200 |
|
Amortization |
|
|
26,663 |
|
|
|
27,794 |
|
Change in contingent consideration |
|
|
(1,008 |
) |
|
|
590 |
|
EBITDAC |
|
$ |
62,191 |
|
|
$ |
48,062 |
|
Acquisition-related expense (1) |
|
|
509 |
|
|
|
1,714 |
|
Acquisition related long-term incentive compensation (2) |
|
|
7,697 |
|
|
|
9,422 |
|
Restructuring and related expense (3) |
|
|
3,124 |
|
|
|
6,998 |
|
Amortization and expense related to discontinued prepaid incentives (4) |
|
|
1,782 |
|
|
|
2,078 |
|
Other non-operating loss (income) (5) |
|
|
7,521 |
|
|
|
21,446 |
|
Equity-based compensation (6) |
|
|
6,804 |
|
|
|
4,430 |
|
Other non-recurring expense (7) |
|
|
— |
|
|
|
335 |
|
IPO related expenses (8) |
|
|
17,092 |
|
|
|
— |
|
(Income) from equity method investments in related party |
|
|
543 |
|
|
|
(81 |
) |
Adjusted EBITDAC (9) |
|
$ |
107,263 |
|
|
$ |
94,404 |
|
Net income (loss) margin (10) |
|
|
4.7 |
% |
|
|
(1.2 |
)% |
Adjusted EBITDAC margin |
|
|
27.7 |
% |
|
|
30.3 |
% |
13
|
|
|
14
|
|
|
Reconciliation of Adjusted Net Income to Net Income
|
|
Three Months Ended March 31, |
|
|||||
(in thousands, except percentages) |
|
2022 |
|
|
2021 |
|
||
Total revenue |
|
$ |
386,890 |
|
|
$ |
311,458 |
|
Net income (loss) |
|
$ |
18,076 |
|
|
$ |
(3,801 |
) |
Income tax expense (benefit) |
|
|
(4,503 |
) |
|
|
2,234 |
|
Amortization |
|
|
26,663 |
|
|
|
27,794 |
|
Amortization of deferred issuance costs (1) |
|
|
2,811 |
|
|
|
3,015 |
|
Change in contingent consideration |
|
|
(1,008 |
) |
|
|
590 |
|
Acquisition-related expense (2) |
|
|
509 |
|
|
|
1,714 |
|
Acquisition related long-term incentive compensation (3) |
|
|
7,697 |
|
|
|
9,422 |
|
Restructuring and related expense (4) |
|
|
3,124 |
|
|
|
6,998 |
|
Amortization and expense related to discontinued prepaid incentives (5) |
|
|
1,782 |
|
|
|
2,078 |
|
Other non-operating loss (income) (6) |
|
|
7,521 |
|
|
|
21,446 |
|
Equity-based compensation (7) |
|
|
6,804 |
|
|
|
4,430 |
|
Other non-recurring expense (8) |
|
|
— |
|
|
|
335 |
|
IPO related expenses (9) |
|
|
17,092 |
|
|
|
— |
|
(Income) / loss from equity method investments in related party |
|
|
543 |
|
|
|
(81 |
) |
Adjusted income before income taxes |
|
$ |
87,111 |
|
|
$ |
76,174 |
|
Adjusted tax expense (10) |
|
|
(22,379 |
) |
|
|
(19,044 |
) |
Adjusted net income (11) |
|
$ |
64,732 |
|
|
$ |
57,130 |
|
Net income (loss) margin (12) |
|
|
4.7 |
% |
|
|
(1.2 |
)% |
Adjusted net income margin |
|
|
16.7 |
% |
|
|
18.3 |
% |
15
|
|
|
16
|
|
|
Reconciliation of Adjusted Diluted Earnings per Share to Diluted Earnings per Share
|
|
Three Months Ended March 31, 2022 |
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
U.S. GAAP |
|
|
Less: Net income attributed to dilutive awards and substantively vested shares (1) |
|
|
Plus: Net income attributed to non-controlling interests |
|
|
Plus: Adjustments to Adjusted net income |
|
|
Plus: Dilutive impact of unvested equity awards |
|
|
Adjusted diluted earnings per share |
|
||||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income attributable to Class A common shareholders- diluted |
|
$ |
15,215 |
|
|
$ |
(8,304 |
) |
|
$ |
11,165 |
|
|
$ |
46,656 |
|
|
$ |
— |
|
|
$ |
64,732 |
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average shares of Class A common stock outstanding- diluted |
|
|
264,121 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,632 |
|
|
|
269,753 |
|
Net income per |
|
$ |
0.06 |
|
|
$ |
(0.03 |
) |
|
$ |
0.04 |
|
|
$ |
0.18 |
|
|
$ |
(0.01 |
) |
|
$ |
0.24 |
|
17