# Ryan Specialty Holdings, Inc.: Form 10-Q for the period ended Mar 31, 2022

- Company: [Ryan Specialty Holdings, Inc.](/companies/ryan.md) (CIK 1849253)
- Form: 10-Q
- Filed: 2022-05-13
- Accepted by EDGAR: May 13, 2022, 17:03 ET
- Period: 2022-03-31
- Accession: 0000950170-22-009885
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1849253/000095017022009885/ryan-20220331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1849253/000095017022009885/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2022-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2022-01-01 to 2022-03-31 | $386.9m | us-gaap:Revenues |
| Operating income | 3 months, 2022-01-01 to 2022-03-31 | $43.4m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2022-01-01 to 2022-03-31 | $21.8m | us-gaap:InterestExpense |
| Income tax | 3 months, 2022-01-01 to 2022-03-31 | −$4.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2022-01-01 to 2022-03-31 | $6.9m | us-gaap:NetIncomeLoss |
| Operating cash flow | 3 months, 2022-01-01 to 2022-03-31 | −$65.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2022-03-31 | $1.38bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2022-03-31 | $3.04bn | us-gaap:AssetsCurrent |
| Total assets | at 2022-03-31 | $5.49bn | us-gaap:Assets |
| Current liabilities | at 2022-03-31 | $2.51bn | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2022-03-31 | $4.86bn | us-gaap:Liabilities |
| Long-term debt | at 2022-03-31 | $1.96bn | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2022-03-31 | $22.6m | us-gaap:DebtCurrent |
| Shareholders' equity | at 2022-03-31 | $624.0m | us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |

## Management's discussion and analysis

As filed, 81,627 characters.

*The following discussion and analysis summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 16, 2022. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and our Annual Report on Form 10-K, particularly in the sections entitled “Risk Factors” and “Information Concerning Forward-Looking Statements”.*

*The following discussion provides commentary on the financial results derived from our unaudited financial statements for the three months ended March 31, 2022 and 2021 prepared in accordance with U.S. GAAP. In addition, we regularly review the following Non-GAAP measures when assessing performance: Organic revenue growth rate, Adjusted compensation and benefits expense, Adjusted compensation and benefits expense 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. See “Non-GAAP Financial Measures and Key Performance Indicators” for further information.*

### Overview

Founded by Patrick G. Ryan in 2010, we are a service provider of specialty products and solutions for insurance brokers, agents and carriers. We provide distribution, underwriting, product development, administration and risk management services by acting as a wholesale broker and a managing underwriter with delegated authority from insurance carriers. Our mission is to provide industry-leading innovative specialty insurance solutions for insurance brokers, agents and carriers.

For retail insurance agents and brokers, we assist in the placement of complex or otherwise hard-to-place risks. For insurance carriers, we work with retail and wholesale insurance brokers to source, onboard, underwrite and service these same types of risks. A significant majority of the premiums we place are bound in the E&S market, which includes Lloyd’s of London. There is often significantly more flexibility in terms, conditions, and rates in the E&S market relative to the Admitted or “standard” insurance market. We believe that the additional freedom to craft bespoke terms and conditions in the E&S market allows us to best meet the needs of our trading partners, provide unique solutions and drive innovation. We believe our success has been achieved by providing best-in-class intellectual capital, leveraging our trusted and long-standing relationships, and developing differentiated solutions at a scale unmatched by many of our competitors.

### Significant Events and Transactions

### Effects of the Reorganization on Our Corporate Structure

We were incorporated in March 2021 and formed for the purpose of the IPO. We are a holding company and our sole material asset is a controlling equity interest in New RSG Holdings, which is also a holding company and its sole material asset is a controlling equity interest in Ryan Specialty Group, LLC. The Company operates and controls the business and affairs, and consolidates the financial results of Ryan Specialty Group, LLC through New RSG Holdings. We conduct our business through Ryan Specialty Group, LLC. As Ryan Specialty Group, LLC is substantively the same as New RSG Holdings, for the purpose of this discussion, we will refer to both New RSG Holdings and Ryan Specialty Group, LLC as RSG LLC.

RSG LLC is a limited liability company taxed as a partnership for income tax purposes, and its taxable income or loss is passed through to its members, including the Company. RSG LLC is subject to income taxes on its taxable income in certain foreign countries, in certain state and local jurisdictions that impose income taxes on partnerships, and on the taxable income of its U.S. corporate subsidiary. After the IPO, RSG LLC continues to be treated as a pass-through entity for U.S. federal and state income tax purposes. As a result of our ownership of LLC Common Units, we are subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of RSG LLC and are taxed at the prevailing corporate tax rates. In addition to tax expenses, we also will incur expenses related to our operations and we will be required to make payments under the Tax Receivable Agreement. Due to the uncertainty of various factors, we cannot estimate the likely tax benefits we will realize as a result of future LLC Common Unit exchanges, and the resulting amounts we are likely to pay out to LLC Unitholders pursuant to the Tax Receivable Agreement; however, we estimate that such tax benefits and the related TRA payments may be substantial. We intend to cause RSG LLC to make distributions in an amount sufficient to allow us to pay our tax obligations and operating expenses, including distributions to fund any ordinary course payments due under the Tax Receivable Agreement.

### Response to COVID-19

An outbreak of a novel strain of the coronavirus, COVID-19, was recognized as a pandemic by the World Health Organization on March 11, 2020. Our leadership took decisive, timely steps to protect the health, safety and wellbeing of our employees, their families and trading partners by closing nearly all in-office operations, restricting business travel and transitioning to a remote work environment. The investments we made in our culture, trading partner relationships, business, technology and IT team members allowed for a seamless transition to a remote work environment. Due to the success of our remote work operations during the pandemic, we will be implementing remote work flexibility into our operating model as we begin to reopen our offices.

While the pandemic has had a significant detrimental effect on numerous segments of the global economy, it provided opportunities for many aspects of our Wholesale Brokerage, Binding Authority and Underwriting Management Specialties. We believe the pandemic resulted in an increased flow of submissions into the E&S market and a further hardening of E&S insurance rates (which had already been happening since 2019), thereby yielding higher premiums.

Highlighting the resilience of our business, the dedication of our workforce, and the E&S market opportunities created by the pandemic, in 2020 we completed the All Risks Acquisition (the largest in our history), made substantial progress on our integration of All Risks and the Restructuring Plan (as discussed below) and realized 20.4% organic revenue growth, all in the midst of the pandemic. We managed to sustain this resilience in 2021 and through the first quarter of 2022 through the continued advancement of the integration and Restructuring Plan. For the year ended December 31, 2021 we realized 40.7% revenue growth and 22.4% Organic revenue growth. For the three months ended March 31, 2022 we realized 24.2% revenue growth and 20.1% Organic revenue growth.

While we believe our business and operations have thus far performed at a high level of efficiency and achieved historic results throughout the pandemic, there are no comparable recent events which may provide guidance as to the ultimate effect of the spread of COVID-19 and a global pandemic. As a result, the final impact of the pandemic or a similar health epidemic remains uncertain, particularly if new variants of the virus develop, vaccines are not distributed at a suitable pace or prove less effective than anticipated, the global economy does not recover as expected, especially in light of current inflationary trends and/or the pandemic otherwise continues beyond current expectations. The effects could yet have a material impact on our results of operations. See “Risk Factors—Risks Related to Our Business and Industry” in our Annual Report on Form 10-K for a discussion of the risks related to the COVID-19 pandemic.

### 2020 Restructuring Plan

During the third quarter of 2020 and in conjunction with the All Risks Acquisition, we initiated the Restructuring Plan in an effort to reduce costs and increase efficiencies, streamline management reporting structures, and centralize functions across the Company to improve operating margin. The Restructuring Plan is expected to generate annual savings of $25.0 million once the plan is fully actioned by June 30, 2022. Initial savings began to materialize in 2020 with the full run-rate savings expected to be realized by June 30, 2023. Of the $25.0 million of expected annual savings, over 90% will relate to a reduction in workforce with the remaining related to lease and contract terminations. The Restructuring Plan is expected to incur cumulative one-time charges of between $30.0 million and $35.0 million, funded through operating cash flow. Restructuring costs will primarily be included in Compensation and benefits expense with the remaining costs in General and administrative expense. See "*Note 5, Restructuring"* of the unaudited quarterly consolidated financial statements for further discussion.

We began recognizing costs associated with the Restructuring Plan in the third quarter of 2020. For the three months ended March 31, 2022, we incurred restructuring costs of $3.1 million and cumulative restructuring costs of $28.3 million since the inception of the plan. These costs are offset by realized respective savings of approximately $6.8 million for the three months ended March 31, 2022. Of the cumulative $28.3 million costs, $20.2 million was workforce-related with the remaining being general and administrative costs. While the current results of the Restructuring Plan are in line with expectations, changes to the total savings estimate and timing of the Restructuring Plan may evolve as we continue to progress through the plan and evaluate other potential restructuring opportunities. The actual amounts and timing may vary significantly based on various factors.

### Key Factors Affecting Our Performance

Our historical financial performance has been, and we expect our financial performance in the future to be, driven by our ability to:

### Pursue Strategic Acquisitions

We have successfully integrated businesses complementary to our own to increase both our distribution reach and our product and service capabilities. We continuously evaluate acquisitions and intend to further pursue targeted acquisitions that complement our product capabilities or provide us access to new markets. We have previously made and intend to continue to make acquisitions with the objective of enhancing our human capital and product capabilities, entering natural adjacencies and expanding our geographic footprint. Our ability to successfully pursue strategic acquisitions is dependent upon a number of factors, including sustained execution of a disciplined and selective acquisition strategy and our ability to effectively integrate targeted companies or assets and grow our business. We do not have agreements or commitments for any significant acquisitions at this time.

### Deepen and Broaden our Relationships with Retail Broker Trading Partners

We have deep engagement with our retail broker trading partners. We believe we have the ability to transact in even greater volume with nearly all of our existing retail brokerage trading partners. For example, in 2021, our revenue derived from the Top 100 firms (as ranked by Business Insurance) expanded faster than our Organic revenue growth rate of 22.4%. Our ability to deepen and broaden relationships with our retail broker trading partners and increase sales is dependent upon a number of factors, including client satisfaction with our distribution reach and our product capabilities, competition, pricing, economic conditions and spending on our product offerings.

### Build our National Binding Authority Business

We believe there is substantial opportunity to continue to grow our Binding Authority Specialty, as we believe that both M&A consolidation and panel consolidation are in nascent stages in the binding authority market. Our ability to grow our Binding Authority Specialty is dependent upon a number of factors, including the quality of our services and product offerings, marketing and sales efforts to drive new business prospects and execution, new product offerings, the pricing and quality of our competitors’ offerings and the growth in demand of the insurance products.

### Invest in Operation and Growth

We have invested heavily in building a durable business that is able to adapt to the continuously evolving E&S market and intend to continue to do so. We are focused on enhancing the breadth of our product offerings as well as developing and launching new solutions to address the evolving needs of the specialty insurance industry. Our future success is dependent on our ability to successfully develop, market and sell existing and new products to both new and existing trading partners.

### Generate Commission Regardless of the State of the Specialty Insurance Market

We earn commissions, which are calculated as a percentage of the total insurance policy premium, and fees. Changes in the insurance market or specialty lines that are our focus, characterized by a period of increasing (or declining) premium rates, could positively (or negatively) impact our profitability.

### Leverage the Growth of the E&S Market

The growing relevance of the E&S market has been driven by the rapid emergence of large, complex and high-hazard risks across many lines of insurance. This trend continued with 21 named storms during the 2021 Atlantic hurricane season producing estimated damages of more than $70 billion, over 7.8 million acres burned through wildfires in the United States, escalating jury verdicts and social inflation, a proliferation of cyber threats, novel health risks, and the transformation of the economy to a “digital first” mode of doing business. We believe that as the complexity of the E&S market continues to escalate, wholesale brokers and managing underwriters that do not have sufficient scale or the financial and intellectual capital to invest in the required specialty capabilities will struggle to compete effectively. This will further the trend of market share consolidation among the wholesale firms who have these capabilities. We will continue to invest in our intellectual capital to innovate and offer custom solutions and products to better address these evolving market fundamentals.

### Address Costs of being a Public Company

As we are in the early stages of our operation as a public company, we will continue to implement changes in certain aspects of our business and develop, manage and train management level and other employees to comply with ongoing public company requirements. We have incurred new expenses as a public company, including public reporting obligations, increased professional fees for accounting, proxy statements, stockholder meetings, stock exchange fees, transfer agent fees, SEC and FINRA filing fees, legal fees, franchise taxes and insurance expenses.

### Summary of Financial Performance Highlights

*(in thousands, except percentages and per share data)*

| GAAP financial measures | Three Months Ended March 31, 2022 | 2021 | Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Total revenue | $386,890 | $311,458 | $75,432 | 24.2% |
| Compensation and benefits | 274,274 | 214,486 | 59,788 | 27.9 |
| General and administrative | 42,361 | 27,545 | 14,816 | 53.8 |
| Total operating expenses | 343,501 | 271,615 | 71,886 | 26.5 |
| Operating income | 43,389 | 39,843 | 3,546 | 8.9 |
| Net income (loss) | 18,076 | (3,801) | 21,877 | (575.6) |
| Net income (loss) attributable to Ryan Specialty Group Holdings, Inc. | 6,911 | (6,251) | 13,162 | (210.6) |
| Compensation and benefits expense ratio (1) | 70.9% | 68.9% |  |  |
| General and administrative expense ratio (2) | 10.9% | 8.8% |  |  |
| Net income (loss) margin | 4.7% | (1.2)% |  |  |
| Earnings per share (3) | $0.07 |  |  |  |
| Diluted earnings per share (3) | $0.06 |  |  |  |
| **Non-GAAP financial measures\*** |  |  |  |  |
| Organic revenue growth rate | 20.1% | 18.4% |  |  |
| Adjusted compensation and benefits expense | $241,331 | $192,367 | $48,964 | 25.5% |
| Adjusted compensation and benefits expense ratio | 62.4% | 61.8% |  |  |
| Adjusted general and administrative expense | $38,296 | $24,687 | $13,609 | 55.1% |
| Adjusted general and administrative expense ratio | 9.9% | 7.9% |  |  |
| Adjusted EBITDAC | $107,263 | $94,404 | $12,859 | 13.6% |
| Adjusted EBITDAC margin | 27.7% | 30.3% |  |  |
| Adjusted net income | $64,732 | $57,130 | $7,602 | 13.3% |
| Adjusted net income margin | 16.7% | 18.3% |  |  |
| Adjusted diluted earnings per share | $0.24 |  |  |  |

\* For a definition and a reconciliation of Organic revenue growth rate, Adjusted compensation and benefits, Adjusted compensation and benefits expense 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.”

(1) Compensation and benefits ratio is defined as Compensation and benefits expense divided by Total revenue.

(2) General and administrative expense ratio is defined as General and administrative expense divided by Total revenue.

(3) See "*Note 12, Earnings Per Share"* of the unaudited quarterly consolidated financial statements for further discussion of how these metrics are calculated.

### Comparison of the Three Months Ended March 31, 2022 and 2021

- Revenue increased $75.4 million or 24.2% period-over-period to $386.9 million.
- Compensation and benefits expense increased $59.8 million, or 27.9% period-over-period, and the Compensation and benefits expense ratio increased 2.0%, from 68.9% to 70.9%.
- General and administrative expense increased $14.8 million, or 53.8% period-over-period, and the General and administrative expense ratio increased 2.1%, from 8.8% to 10.9%.
- Total operating expenses increased $71.9 million or 26.5% period-over-period to $343.5 million.
- Operating income increased $3.5 million period-over-period to $43.4 million.
- Net income (loss) increased by $21.9 million to period-over-period to $18.1 million.
- Net income (loss) margin was 4.7% for the quarter, compared to (1.2)% in the same quarter last year.
- Earnings per share and Diluted earnings per share were $0.07 and $0.06, respectively, for the three months ended March 31, 2022.
- Organic revenue growth rate for the quarter was 20.1%, compared to 18.4% in the same quarter last year—see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information.
- Adjusted compensation and benefits expense increased $49.0 million, or 25.5% period-over-period, and the Adjusted compensation and benefits expense ratio increased 0.6% from 61.8% to 62.4% – see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information.
- Adjusted general and administrative expense increased $13.6 million, or 55.1% period-over-period, and the Adjusted general and administrative expense ratio increased 2.0% from 7.9% to 9.9% – see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information.
- Adjusted EBITDAC increased 13.6% period-over-period to $107.3 million— see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information.
- Adjusted EBITDAC margin decreased 2.6% period-over-period from 30.3% to 27.7% — see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information.
- Adjusted net income increased 13.3% period-over-period to $64.7 million — see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information..
- Adjusted net income margin decreased 1.6% period-over-period from 18.3% to 16.7% — see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information.
- Adjusted diluted earnings per share was $0.24 for the three months ended March 31, 2021—see “*Non-GAAP Financial Measures and Key Performance Indicators”* for further information.

### Components of Results of Operations

### Revenue

### Net Commissions and Fees

Net commissions and fees are derived primarily by commissions from our three Specialties and are paid for our role as an intermediary in facilitating the placement of coverage in the insurance distribution chain. Net commissions and fees are generally calculated as a percentage of the total insurance policy premium placed, but we also receive supplemental commissions based on the volume placed or profitability of a book of business. We share a portion of these commissions with the retail insurance broker and recognize revenue on a net basis. Additionally, carriers may also pay us a contingent commission or volume-based commission, both of which represent forms of contingent or supplemental consideration associated with the placement of coverage and are based primarily on underwriting results, but may also contain considerations for only volume, growth and/or retention. Although we have compensation arrangements called contingent commissions in all three Specialties that are based on the underwriting performance, we do not take any direct insurance risk other than through our equity method investment in Geneva Re through Ryan Investment Holdings, LLC (“RIH”). We also receive loss mitigation and other fees, some of which are not dependent on the placement of a risk.

In our Wholesale Brokerage and Binding Authority Specialties, we generally work with retail insurance brokers to secure insurance coverage for their clients, who are the ultimate insured party. Our Wholesale Brokerage and Binding Authority Specialties generate revenues through commissions and fees, as well as through supplemental commissions, which may be contingent commissions or volume-based commissions, from clients. Commission rates and fees vary depending upon several factors, which may include the amount of premium, the type of insurance coverage provided, the particular services provided to a client or carrier, and the capacity in which we act. Payment terms are consistent with current industry practice.

In our Underwriting Management Specialty, we generally work with retail insurance brokers and often other wholesale brokers to secure insurance coverage for the ultimate insured party. Our Underwriting Management Specialty generates revenues through commissions and fees and through contingent commissions from clients. Commission rates and fees vary depending upon several factors including the premium, the type of coverage, and additional services provided to the client. Payment terms are consistent with current industry practice.

### Fiduciary Investment Income

Fiduciary investment income consists of interest earned on insurance premiums and surplus lines taxes that are held in a fiduciary capacity, in cash and cash equivalents, until disbursed.

### Expenses

### Compensation and Benefits

Compensation and benefits is our largest expense. It consists of (i) salary, incentives and benefits paid and payable to employees, and commissions paid and payable to our producers; and (ii) equity-based compensation associated with the grants of awards to employees executive officers and directors. We operate in competitive markets for human capital and we need to maintain competitive compensation levels in order to maintain and grow our talent base.

### General and Administrative

General and administrative expense includes travel and entertainment expenses, office expenses, accounting, legal, insurance and other professional fees, and other costs associated with our operations. Our occupancy-related costs and professional services expenses, in particular, generally increase or decrease in relative proportion to the number of our employees and the overall size and scale of our business operations.

### Amortization

Amortization expense consists primarily of amortization related to intangible assets we acquired in connection with our acquisitions. Intangible assets consist of customer relationships, trade names, and internally developed software.

### Interest Expense, Net

Interest expense, net consists of interest payable on indebtedness, imputed interest on finance leases and contingent consideration, and amortization of deferred debt issuance costs.

### Other Non-Operating Loss

In 2022 Other non-operating loss includes a charge related to the change in the TRA liability caused by a change in our blended state tax rates. In 2021 Other non-operating loss includes the change in fair value of the embedded derivatives on the Redeemable Preferred Units. This change in fair value is due to the occurrence of a Realization Event in the third quarter of 2021, which was defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. It also includes the expense associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt in the first quarter of 2021.

### Income Tax Expense (Benefit)

Income tax expense (benefit) includes tax on the Company's allocable share of any net taxable income from RSG LLC, from certain state and local jurisdictions that impose taxes on partnerships, as well as earnings from our foreign subsidiaries and C-Corporations subject to entity level taxation.

### Non-Controlling Interest

For the periods presented prior to March 31, 2021, our financial statements include the non-controlling interest related to the net income attributable to Ryan Re. Post-IPO, we report a non-controlling interest based on the LLC Common Units not owned by the Company. Net income (loss) and Other comprehensive income (loss) is attributed to the non-controlling interests based on the weighted average LLC Common Units outstanding during the period and is presented on the Consolidated Statements of Income. Refer to *Note 10, Stockholders' and Members' Equity* of the unaudited quarterly consolidated financial statements for more information.

### Results of Operations

Below is a summary table of the financial results and Non-GAAP measures that we find relevant to our business operations:

*(in thousands, except percentages and per share data)*

| Revenue | Three Months Ended March 31, 2022 | 2021 | Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Net commissions and fees | $386,681 | $311,344 | $75,337 | 24.2% |
| Fiduciary investment income | 209 | 114 | 95 | 83.3 |
| **Total revenue** | **$386,890** | **$311,458** | **$75,432** | **24.2%** |
| **Expenses** |  |  |  |  |
| Compensation and benefits | 274,274 | 214,486 | 59,788 | 27.9 |
| General and administrative | 42,361 | 27,545 | 14,816 | 53.8 |
| Amortization | 26,663 | 27,794 | (1,131) | (4.1) |
| Depreciation | 1,211 | 1,200 | 11 | 0.9 |
| Change in contingent consideration | (1,008) | 590 | (1,598) | (270.8) |
| **Total operating expenses** | **$343,501** | **$271,615** | **$71,886** | **26.5%** |
| **Operating income** | **$43,389** | **$39,843** | **$3,546** | **8.9%** |
| Interest expense, net | 21,752 | 20,045 | 1,707 | 8.5 |
| (Income) loss from equity method investment in related party | 543 | (81) | 624 | (770.4) |
| Other non-operating loss | 7,521 | 21,446 | (13,925) | (64.9) |
| **Income (loss) before income taxes** | **$13,573** | **$(1,567)** | **$15,140** | **(966.2)%** |
| Income tax expense (benefit) | (4,503) | 2,234 | (6,737) | (301.6) |
| **Net income (loss)** | **$18,076** | **$(3,801)** | **$21,877** | **(575.6)%** |
| **GAAP financial measures** |  |  |  |  |
| Revenue | $386,890 | $311,458 | $75,432 | 24.2% |
| Compensation and benefits | 274,274 | 214,486 | 59,788 | 27.9 |
| General and administrative | 42,361 | 27,545 | 14,816 | 53.8 |
| Net Income (loss) | $18,076 | $(3,801) | $21,877 | (575.6)% |
| Compensation and benefits expense ratio | 70.9% | 68.9% |  |  |
| General and administrative expense ratio | 10.9% | 8.8% |  |  |
| Net income (loss) margin | 4.7% | (1.2)% |  |  |
| Earnings per share | $0.07 |  |  |  |
| Diluted earnings per share | $0.06 |  |  |  |

*(in thousands, except percentages and per share data)*

| Non-GAAP financial measures\* | Three Months Ended March 31, 2022 | 2021 | Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Organic revenue growth rate | 20.1% | 18.4% |  |  |
| Adjusted compensation and benefits expense | $241,331 | $192,367 | $48,964 | 25.5% |
| Adjusted compensation and benefits expense ratio | 62.4% | 61.8% |  |  |
| Adjusted general and administrative expense | $38,296 | $24,687 | $13,609 | 55.1% |
| Adjusted general and administrative expense ratio | 9.9% | 7.9% |  |  |
| Adjusted EBITDAC | $107,263 | $94,404 | $12,859 | 13.6% |
| Adjusted EBITDAC margin | 27.7% | 30.3% |  |  |
| Adjusted net income | $64,732 | $57,130 | $7,602 | 13.3% |
| Adjusted net income margin | 16.7% | 18.3% |  |  |
| Adjusted diluted earnings per share | $0.24 |  |  |  |

\* These measures are Non-GAAP. Please refer to the section entitled “*Non-GAAP Financial Measures and Key Performance Indicators”* below for definitions and reconciliations to the most directly comparable GAAP measure.

### Comparison of the Three Months Ended March 31, 2022 and 2021

### Revenue

### Net Commissions and Fees

Net commissions and fees increased by $75.3 million or 24.2% from $311.3 million to $386.7 million for the three months ended March 31, 2022 as compared to the same period in the prior year. The two main drivers of the revenue increase are 3.4% growth from the Keystone and Crouse acquisitions and 20.1% of organic revenue growth.

*(in thousands, except percentages)*

|  | Three Months Ended March 31, 2022 | % of total | 2021 | % of total | 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%** |

Wholesale Brokerage net commissions and fees increased by $53.7 million or 28.1% period-over-period, primarily due to strong organic growth within this specialty for the quarter as well as contributions from the Crouse acquisition.

Binding Authority net commissions and fees increased by $7.9 million or 14.4% period-over-period, primarily due to strong organic growth within the specialty for the quarter as well as contributions from the Crouse acquisition.

Underwriting Management net commissions and fees increased by $13.7 million or 21.0% period-over-period, primarily due to strong organic growth within the specialty for the quarter as well as contributions from the Keystone acquisition.

The following table sets forth our revenue by type of commission and fees:

*(in thousands, except percentages)*

|  | Three Months Ended March 31, 2022 | % of total | 2021 | % of total | Change |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net commissions and policy fees | $359,602 | 93.0% | $290,808 | 93.4% | $68,794 | 23.7% |
| Supplemental and contingent commissions | 20,098 | 5.1 | 15,519 | 5.0 | 4,579 | 29.5 |
| Loss mitigation and other fees | 6,981 | 1.8 | 5,017 | 1.6 | 1,964 | 39.1 |
| **Total net commissions and fees** | **$386,681** |  | **$311,344** |  | **$75,337** | **24.2%** |

Net commissions and policy fees grew 23.7%, slightly lower than the overall net commissions and fee revenue growth of 24.2% for the three months ended March 31, 2022 as compared to the same period in the prior year. The main drivers of this growth continue to be the acquisition of new business and expansion of ongoing client relationships in response to the increasing demand for new, complex E&S products as well as the inflow of risks from the admitted market into the E&S market. In aggregate, we experienced stable commission rates period over period.

Supplemental and contingent commissions increased 29.5% period-over-period driven by the performance of risks placed on eligible business.

Loss mitigation and other fees grew 39.1% period-over-period primarily due to captive management and other risk management service fees from the placement of alternative risk insurance solutions in 2022.

### Expenses

### Compensation and Benefits

Compensation and benefits expense increased by $59.8 million or 27.9% from $214.5 million to $274.3 million for the three months ended March 31, 2022 compared to the same period in 2021. The following were the principal drivers of this increase:

- Commissions increased $24.4 million or 26.6% period-over-period, driven by the 24.2% increase in total Net Commissions and Fees discussed above;
- A $16.4 million increase from Initial public offering related compensation expense, which reflects charges associated with both the revaluation of existing equity grants at the time of our IPO as well as expense related to the new awards issued in connection with the IPO. The expense associated with both the revaluation of existing awards as well as the issuance of new equity awards both directly relate to the Organizational Transactions and IPO, however amounts related to each will continue to be expensed over future periods as the underlying awards vest;
- The remaining $19.0 million period-over-period increase was driven by (i) the addition of 294 employees compared to the same period prior year and (ii) growth in the business. Overall headcount increased to 3,632 full-time employees as of March 31, 2022 from 3,338 as of March 31, 2021.

The increase in Compensation and benefits expense was partially offset by $6.2 million of net savings related to the Restructuring Plan, which represents approximately $6.4 million of work-force related savings less one-time work-force related expense of $0.2 million for the three months ended March 31, 2022 (see “*Significant Events and Transactions—2020 Restructuring Plan”* for further information).

The net impact of revenue growth and the factors above resulted in a Compensation and Benefits Expense Ratio increase of 2.0% from 68.9% to 70.9% period-over-period.

We expect to continue to experience a general rise in commissions, salaries, incentives and benefits expense commensurate with our expected growth in business volume, revenue and headcount.

### General and Administrative

General and administrative expense increased by $14.8 million or 53.8% from $27.5 million to $42.4 million for the three months ended March 31, 2022 as compared to the same period in the prior year. A main driver of this increase was $5.6 million of increased travel and entertainment expense as travel restrictions associated with the pandemic began to lift compared to the same period in 2021. Insurance expense contributed $2.2 million to the period-over-period increase due to increased costs associated with being a public company. Lastly, we recognized an additional $2.2 million of Restructuring costs within General and administrative expense for the three months ended March 31, 2022 compared to the same period in the prior year. The remaining increase of $4.8 million was driven by growth in the business. Such expenses incurred to accommodate both organic and inorganic revenue growth include IT, occupancy, and professional services. The net impact of revenue growth and the factors listed above resulted in General and administrative expense ratio increase of 2.1% from 8.8% to 10.9% period-over-period.

### Amortization

Amortization expense decreased by $1.1 million or (4.1)% from $27.8 million to $26.7 million for the three months ended March 31, 2022 compared to the same period in the prior year. The main driver for the decrease is certain previously acquired intangible assets became fully amortized. Our intangible assets decreased by $29.2 million when comparing the balance as of March 31, 2022 to the balance as of March 31, 2021.

### Interest Expense, Net

Interest expense, net increased $1.7 million or 8.5% from $20.0 million to $21.8 million for the three months ended March 31, 2022 compared to the same period in the prior year. The main driver of the change in Interest expense, net for the three months ended March 31, 2022 was the issuance of $400.0 million of senior secured notes on February 3, 2022. On April 7, 2022 the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company’s Term Loan for an upfront cost of $25.5 million. The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and terminates on December 31, 2025. For the twelve months ended December 31, 2022 we expect to incur approximately $4.0 million of Interest expense associated with the upfront cost amortization of the cap. For the twelve months ended December 31, 2023, 2024, and 2025 we expect to incur approximately $7.0 million of Interest expense related to the cap.

### Other Non-Operating Loss

Other non-operating loss decreased by $13.9 million to $7.5 million for the three months ended March 31, 2022 as compared to a loss of $21.4 million in the same period in the prior year. For the three months ended March 31, 2022 Other non-operating loss includes a $7.7 million charge related to the change in the TRA liability caused by a change in our blended state tax rates. For the three months ended March 31, 2021 Other non-operating loss includes a $12.6 million change in the fair value of the embedded derivatives of our Redeemable Preferred Units as well as $8.6 million of debt issuance costs written off due to the extinguishment of a portion of the term debt in connection with a repricing.

### Income before Income Taxes

Due to the factors above, Income (loss) before income taxes increased $15.2 million from $(1.6) million to $13.6 million for the three months ended March 31, 2022 compared to the same period in the prior year.

### Income Tax Expense (Benefit)

Income tax expense (benefit) decreased $6.7 million from $2.2 million to $(4.5) million for the three months ended March 31, 2022 as compared to the same period in the prior year. An increase in the Company's state tax rate resulted in a tax benefit recognized in the current period related to the increase in our Deferred tax assets.

### Net Income (Loss)

Net income (loss) increased $21.9 million from a loss of $3.8 million to a profit of $18.1 million for the three months ended March 31, 2022 compared to the same period in the prior year as a result of the factors described above.

### Non-GAAP Financial Measures and Key Performance Indicators

In assessing the performance of our business, we use non-GAAP financial measures that are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. We consider 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 we believe are not representative of our core business. We use the following non-GAAP measures for business planning purposes, in measuring our performance relative to that of our competitors, to help investors to understand the nature of our 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. Industry peers may provide similar supplemental information but may not define similarly-named metrics in the same way we do 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 recent acquisitions during the first 12 months of Ryan Specialty’s ownership, and other adjustments such as contingent commissions, fiduciary investment income, and the impact of changes in foreign exchange rates.

A reconciliation of Organic revenue growth rate to Total revenue growth rate, the most directly comparable GAAP measure, for each of the periods indicated is as follows (in percentages):

|  | 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%** |

(1) March 31, 2022 revenue of $386.9 million less March 31, 2021 revenue of $311.5 million is a $75.4 million period-over-period change. The change, $75.4 million, divided by the March 31, 2021 revenue of $311.5 million is a total revenue change of 24.2%. March 31, 2021 revenue of $311.5 million less March 31, 2020 revenue of $208.2 million is a $103.3 million period-over-period change. The change, $103.3 million, divided by the March 31, 2020 revenue of $208.2 million is a total revenue change of 49.6%. See "*Comparison of the Three Months Ended March 31, 2022 and 2021"* for further details.

(2) The mergers and acquisitions adjustment excludes net commission and fees revenue generated during the first 12 months following an acquisition. The total adjustment for the three months ended March 31, 2022 and three months ended March 31, 2021 was $10.6 million and $65.3 million, respectively.

(3) The other adjustments exclude the period-over-period change in contingent commissions, fiduciary investment income, and foreign exchange rates. The total adjustment for the three months ended March 31, 2022 and three months ended March 31, 2021 was $(2.2) million and $0.2 million, respectively.

### Adjusted Compensation and Benefits Expense and Adjusted Compensation and Benefits Expense Ratio

We define Adjusted compensation and benefits expense as Compensation and benefits expense adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related compensation expense, and (iii) other exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is Compensation and benefits expense. Adjusted compensation and benefits expense ratio is defined as Adjusted compensation and benefits expense as a percentage of Total revenue. The most comparable GAAP financial metric is Compensation and benefits expense ratio.

A reconciliation of Adjusted compensation and benefits expense and Adjusted compensation and benefits expense ratio to Compensation and benefits expense and Compensation and benefits expense ratio, the most directly comparable GAAP measures, for each of the periods indicated, is as follows:

*(in thousands, except percentages)*

|  | Three Months Ended March 31, 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%** |

(1) Adjustments to Compensation and benefits expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net income in “*Adjusted EBITDAC and Adjusted EBITDAC Margin”.*

### Adjusted General and Administrative Expense and Adjusted General and Administrative Expense Ratio

We define Adjusted general and administrative expense as General and administrative expense adjusted to reflect items such as (i) acquisition and restructuring general and administrative related expense, and (ii) other exceptional or non-recurring items, as applicable. The most comparable GAAP financial metric is General and administrative expense. Adjusted general and administrative expense ratio is defined as Adjusted general and administrative expense as a percentage of Total revenue. The most comparable GAAP financial metric is General and administrative expense ratio.

A reconciliation of Adjusted general and administrative expense and Adjusted general and administrative expense ratio to General and administrative expense and General and administrative expense ratio, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

*(in thousands, except percentages)*

|  | Three Months Ended March 31, 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%** |

(1) Adjustments to General and administrative expense are described in the footnotes of the reconciliation of Adjusted EBITDAC to Net income in “*Adjusted EBITDAC and Adjusted EBITDAC Margin”.*

### Adjusted EBITDAC and Adjusted EBITDAC Margin

We define Adjusted EBITDAC as Net income before interest expense, net, income tax expense (benefit), depreciation, amortization, and change in contingent consideration, adjusted to reflect items such as (i) equity-based compensation, (ii) acquisition and restructuring related expenses, and (iii) other exceptional or non-recurring items, as applicable. Total revenue less Adjusted compensation and benefits expense and Adjusted general and administrative expense is equivalent to Adjusted EBITDAC. The most directly comparable GAAP financial metric is Net income. Adjusted EBITDAC margin is defined as Adjusted EBITDAC as a percentage of Total revenue. The most comparable GAAP financial metric is Net income margin. These measures start with consolidated Net income and do not deduct earnings related to the non-controlling interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of the business or the non-controlling interest attributed to the retained ownership of RSG LLC.

A reconciliation of Adjusted EBITDAC and Adjusted EBITDAC margin to Net income and Net income margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

*(in thousands, except percentages)*

|  | Three Months Ended March 31, 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%** |

(1) Acquisition-related expense includes diligence, transaction-related and integration costs. Compensation and benefits expenses were $0.1 million for the three months ended March 31, 2022, while General and administrative expenses contributed to $0.5 million and $1.7 million of the acquisition-related expense for the three months ended March 31, 2022 and 2021, respectively.

(2) Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.

(3) Restructuring and related expense consists of compensation and benefits of $0.2 million and $6.2 million for the three months ended March 31, 2022 and 2021, respectively, and General and administrative costs including occupancy and professional services fees of $3.0 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See "*Note 5, Restructuring"* of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance and non-recurring lease costs.

(4) Amortization and expense related to discontinued prepaid incentive programs – see "*Note 14. Employee Benefit Plans, Prepaid and Long-Term Incentives"* of the unaudited quarterly consolidated financial statements for further discussion.

(5) For the three months ended March 31, 2022, Other non-operating loss includes a $7.7 million charge related to the change in the TRA liability caused by a change in our blended state tax rates. For the three months ended March 31, 2021, Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the Redeemable Preferred Units. This change in fair value of $12.6 million was due to the occurrence of a Realization Event in the third quarter of 2021, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. For the three months ended March 31, 2021, Other non-operating loss (income) also includes expense of $8.6 million associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt.

(6) Equity-based compensation reflects non-cash equity-based expense.

(7) Other non-recurring expense includes one-time impacts that do not reflect the core performance of the business, including General and administrative expenses of $0.3 million for the three months ended March 31, 2021. Other non-recurring items include one-time professional services costs associated with term debt repricing and one-time non-income tax charges and tax and accounting consultancy costs associated with potential structure changes.

(8) Initial public offering related expenses includes $0.6 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance, tax and accounting advisory services on IPO-related structure changes, and Compensation-related expense of $16.4 million for the three months ended March 31, 2022 primarily related to the revaluation of existing equity awards at IPO as well as expense for new awards issued at IPO.

(9) Consolidated Adjusted EBITDAC does not reflect a deduction for the Adjusted EBITDAC associated with the non-controlling interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of Ryan Re.

(10) Net income margin is Net income as a percentage of Total revenue.

### Adjusted Net Income and Adjusted Net Income Margin

We define Adjusted net income as 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 most comparable GAAP financial metric is Net income. Adjusted net income margin is calculated as Adjusted net income as a percentage of Total revenue. The most comparable GAAP financial metric is Net income margin. These measures start with consolidated Net income and do not deduct earnings related to the non-controlling interest in Ryan Re for the period of time prior to March 31, 2021 when we did not own 100% of the business or the non-controlling interest attributed to the retained ownership of RSG LLC.

Following the IPO the Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to our allocable share of any net taxable income of RSG LLC. For comparability purposes, this calculation incorporates the impact of federal and state statutory tax rates on 100% of our adjusted pre-tax income as if the Company owned 100% of RSG LLC.

A reconciliation of Adjusted net income and Adjusted net income margin to Net income and Net income margin, the most directly comparable GAAP measures, for each of the periods indicated is as follows:

*(in thousands, except percentages)*

|  | Three Months Ended March 31, 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** | **$64,732** | **$57,130** |
| **Net income (loss) margin (11)** | **4.7%** | **(1.2)%** |
| **Adjusted net income margin** | **16.7%** | **18.3%** |

(1) Interest expense, net includes amortization of deferred debt issuance costs.

(2) Acquisition-related expense includes diligence, transaction-related and integration costs. Compensation and benefits expenses were $0.1 million for the three months ended March 31, 2022, while General and administrative expenses contributed to $0.5 million and $1.7 million of the acquisition-related expense for the three months ended March 31, 2022 and 2021, respectively.

(3) Acquisition related long-term incentive compensation arises from long-term incentive plans associated with acquisitions.

(4) Restructuring and related expense consists of compensation and benefits of $0.2 million and $6.2 million for the three months ended March 31, 2022 and 2021, respectively, and General and administrative costs including occupancy and professional services fees of $3.0 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively, related to the Restructuring Plan. The compensation and benefits expense includes severance as well as employment costs related to services rendered between the notification and termination dates. See "*Note 5, Restructuring"* of the unaudited quarterly consolidated financial statements for further discussion. The remaining costs that preceded the Restructuring Plan were associated with organizational design, other severance and non-recurring lease costs.

(5) Amortization and expense related to discontinued prepaid incentive programs – see "*Note 14. Employee Benefit Plans, Prepaid and Long-Term Incentives"* of the unaudited quarterly consolidated financial statements for further discussion.

(6) For the three months ended March 31, 2022, Other non-operating loss includes a $7.7 million charge related to the change in the TRA liability caused by a change in our blended state tax rates. For the three months ended March 31, 2021 Other non-operating loss (income) includes the change in fair value of the embedded derivatives on the Redeemable Preferred Units. This change in fair value of $12.6 million was due to the occurrence of a Realization Event in the third quarter of 2021, which is defined as a Qualified Public Offering or a Sale Transaction in the Onex Purchase Agreement. For the three months ended March 31, 2021, Other non-operating loss (income) also includes expense of $8.6 million associated with the extinguishment of a portion of our deferred debt issuance costs on the term debt.

(7) Equity-based compensation reflects non-cash equity-based expense.

(8) Other non-recurring expense includes one-time impacts that do not reflect the core performance of the business, including General and administrative expenses of $0.3 million for the three months ended March 31, 2021. Other non-recurring items include one-time professional services costs associated with term debt repricing and one-time non-income tax charges and tax and accounting consultancy costs associated with potential structure changes.

(9) Initial public offering related expenses includes $0.6 million of General and administrative expense associated with the preparations for Sarbanes-Oxley compliance, tax and accounting advisory services on IPO-related structure changes, and Compensation-related expense of $16.4 million for the three months ended March 31, 2022 primarily related to the revaluation of existing equity awards at IPO as well as expense for new awards issued at IPO.

(10) The Company is subject to United States federal income taxes, in addition to state, local, and foreign taxes, with respect to our allocable share of any net taxable income of RSG, LLC. For the three months ended March 31, 2022 this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.69% on 100% of our adjusted income before income taxes as if the Company owned 100% of RSG, LLC. For the three months ended March 31, 2021 this calculation of adjusted tax expense is based on a federal statutory rate of 21% and a combined state income tax rate net of federal benefits of 4.00% on 100% of our adjusted income before income taxes as if the Company owned 100% of RSG, LLC.

(11) Net income margin is Net income as a percentage of Total revenue.

### Adjusted Diluted Earnings per Share

We define Adjusted diluted earnings per share as Adjusted net income divided by diluted shares outstanding after adjusting for the effect of the exchange of 100% of the outstanding LLC Common Units (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.

A reconciliation of Adjusted diluted earnings per share to Diluted earnings per share, the most directly comparable GAAP measure, for each of the periods indicated is as follows:

*(in thousands, except per share data)*

| Numerator: | 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 (2) | Plus: Adjustments to Adjusted net income (3) | Plus: Dilutive impact of unvested equity awards (4) | Adjusted diluted earnings per share |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| 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 share of Class A common stock- diluted** | **$0.06** | **$(0.03)** | **$0.04** | **$0.18** | **$(0.01)** | **$0.24** |

(1) Adjustment removes the impact of Net income attributed to dilutive awards and substantively vested RSUs to arrive at Net income (loss) attributable to RSGHI. See "*Note 12, Earnings Per Share"* of the unaudited quarterly consolidated financial statements.

(2) For comparability purposes, this calculation incorporates the net income (loss) that would be outstanding if all LLC Common Units (together with shares of Class B common stock) were exchanged for shares of Class A common stock. The 143,423 weighted average outstanding LLC Common Units were considered dilutive for the three months ended March 31, 2022 and included in the 264,121 of Weighted-average shares outstanding within Diluted EPS. See "*Note 12, Earnings Per Share"* of the unaudited quarterly consolidated financial statements.

(3) Adjustments to Adjusted net income are described in the footnotes of the reconciliation of Adjusted net income to Net income in “*Adjusted Net Income and Adjusted Net Income Margin.”*

(4) For comparability purposes and to be consistent with the treatment of the adjustments to arrive at Adjusted net income, the dilutive effect of unvested equity awards is calculated using the treasury stock method as if the weighted average unrecognized cost associated with the awards was $0 over the period, less any unvested equity awards determined to be dilutive within the Diluted earnings per share calculation disclosed in "*Note 12, Earnings Per Share"* of the unaudited quarterly consolidated financial statements.

### Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations. We believe that the balance sheet and strong cash flow profile of the business provides adequate liquidity. The primary sources of liquidity are Cash and cash equivalents on the Consolidated Balance Sheets, cash flows provided by operations and debt capacity available under our Revolving Credit Facility, Term Loan, and Senior Secured Notes (together “*Credit Facility”*). The primary uses of liquidity are operating expenses, seasonal working capital needs, business combinations, capital expenditures, obligations under the TRA, taxes, and distributions to LLC Unitholders. We believe that cash and cash equivalents, cash flows from operations and amounts available under our Credit Facility will be sufficient to meet the liquidity needs, including principal and interest payments on debt obligations, capital expenditures, and anticipated working capital requirements, for the next 12 months and beyond. Our future capital requirements will depend on many factors including continuance of historical working capital levels and capital expenditure needs, investment in de novo offerings, and the flow of deals in our merger and acquisition program.

We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations, this could reduce our ability to compete successfully and harm the results of our operations.

Cash on the Consolidated Balance Sheets includes funds available for general corporate purposes. Fiduciary cash and receivables cannot be used for general corporate purposes. Insurance premiums, claims, and surplus lines taxes are held in a fiduciary capacity and the obligation to remit these funds is recorded as Fiduciary liabilities in the Consolidated Balance Sheets. We will recognize fiduciary amounts due to others as fiduciary liabilities and fiduciary amounts collectible and held on behalf of others, including insurance carriers, other insurance intermediaries, surplus lines taxing authorities, clients, and insurance policy holders, as Fiduciary cash and receivables in the Consolidated Balance Sheets.

In our capacity as an insurance broker or agent, we collect premiums from insureds and, after deducting our commission, remit the premiums to the respective insurance markets and carriers. We also collect claims prefunding or refunds from carriers on behalf of insureds, which are then returned to the insureds and surplus lines taxes, which are then remitted to surplus lines taxing authorities. Insurance premiums, claim funds, and surplus lines taxes are held in a fiduciary capacity. The levels of Fiduciary cash and receivables and Fiduciary liabilities can fluctuate significantly depending on when we collect the premiums, claims prefunding, and refunds, make payments to markets, carriers, surplus lines taxing authorities, and insureds, and collect funds from clients and make payments on their behalf, and upon the impact of foreign currency movements. Fiduciary cash, because of its nature, is generally invested in very liquid securities with a focus on preservation of principal. To minimize investment risk, we and our subsidiaries maintain cash holdings pursuant to an investment policy which contemplates all relevant rules established by states with regard to fiduciary cash and is approved by our Board of Directors. The policy requires broad diversification of holdings across a variety of counterparties utilizing limits set by our Board of Directors, primarily based on credit rating and type of investment. Fiduciary cash and receivables included cash of $674.6 million and $520.6 million as of March 31, 2022 and 2021, respectively, and fiduciary receivables of $1,449.1 million and $1,285.5 million as of March 31, 2022 and 2021, respectively. While we earn investment income on fiduciary cash held in cash and investments, the fiduciary cash may not be used for general corporate purposes. Of the $706.2 million of Cash and cash equivalents on the Consolidated Balance Sheets as of March 31, 2022, $164.2 million is held in fiduciary accounts representing collected revenue and is available to be transferred to operating accounts and used for general corporate purposes.

### Credit Facilities

We expect to have sufficient financial resources to meet our business requirements in the next 12 months. Although cash from operations is expected to be sufficient to service our activities, including servicing our debt and contractual obligations, and finance capital expenditures, we have the ability to borrow under our Credit Facility to accommodate any timing differences in cash flows. Additionally, under current market conditions, we believe that we could access capital markets to obtain debt financing for longer-term funding, if needed.

On September 1, 2020, we entered into the Credit Agreement with leading institutions, including JPMorgan Chase Bank, N.A., the Administrative Agent, for Term Loan borrowings totaling $1,650.0 million and a Revolving Credit Facility totaling $300.0 million, in connection with financing the All Risks Acquisition. Borrowings under our Revolving Credit Facility are permitted to be drawn for our working capital and other general corporate financing purposes and those of certain of our subsidiaries. Borrowings under our Credit Agreement are unconditionally guaranteed by various subsidiaries and are secured by a lien and security interest in all of our assets. See “Note 9, Debt” in the notes to our audited consolidated financial statements in this Annual Report for further information regarding our debt arrangements.

On July 26, 2021, we entered into an amendment to our credit agreement, which provided for an increase in the size of our Revolving Credit Facility from $300.0 million to $600.0 million. Interest on the upsized Revolving Credit Facility bears interest at LIBOR plus a margin that ranges from 2.50% to 3.00%, based on the first lien net leverage ratio defined in our credit agreement. No other significant terms under our credit agreement governing the Revolving Credit Facility were changed in connection with such amendment.

On February 3, 2022, RSG LLC issued $400.0 million of senior secured notes. The notes have a 4.375% interest rate and will mature on February 1, 2030.

On April 29, 2022 the Company entered into the Fourth Amendment to the Credit Agreement on its Term Loan and Revolving Credit Facility to transition its Eurocurrency Rate (LIBOR) to a Benchmark Replacement of Adjusted Term 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.

As of March 31, 2022, the interest rate on the Term Loan was LIBOR, plus 3.00%, subject to a 75 basis point floor.

As of March 31, 2022, we were in compliance with all of the covenants under our credit agreement and there were no events of default for the three months ended March 31, 2022.

See "*Note 9, Debt"* in the notes to our unaudited quarterly consolidated financial statements for further information regarding our debt arrangements.

### Tax Receivable Agreement

In connection with the Organizational Transactions and IPO, the Company entered into a TRA with the LLC Unitholders and Onex. The TRA provides for the payment by the Company to the current or former LLC Unitholders and Onex, collectively, of 85% of the net cash savings, if any, in U.S. federal, state and local income taxes that the Company realizes (or is deemed to realize in certain circumstances) as a result of (i) certain increases in the tax basis of the assets of RSG LLC and its subsidiaries resulting from purchases or exchanges of LLC Common Units (“Exchange Tax Attributes”), (ii) certain tax attributes of RSG LLC that primarily include amortizable tax attributes from asset acquisitions ("M&A Tax Attributes"), (iii) certain favorable "remedial" partnership tax allocations to which the Company becomes entitled to (if any), and (iv) certain other tax benefits related to the Company entering into the TRA, including tax benefits attributable to payments that the Company makes under the TRA (“TRA Payment Tax Attributes”). The Company recognizes a liability on the Consolidated Balance Sheets based on the undiscounted estimated future payments under the TRA.

Due to the uncertainty of various factors, we cannot precisely quantify the likely tax benefits we will realize as a result of the LLC Common Unit exchanges and the resulting amounts we are likely to pay out to LLC Unitholders and Onex pursuant to the TRA; however, we estimate that such tax benefits and the related TRA payments may be substantial. Assuming no changes in the relevant tax law, and that we earn sufficient taxable income to realize all cash tax savings that are subject to the TRA, we expect future payments under the TRA will be $280.7 million in aggregate. Future payments in respect to subsequent exchanges would be in addition to these amounts and are expected to be substantial. The foregoing amounts are merely estimates and the actual payments could differ materially. In the event of an early termination of the TRA, either at the Company's election or due to a change of control, the Company is required to pay to each holder of the TRA an early termination payment equal to the discounted present value of all unpaid TRA Payments. The Company has not made and is not likely to make an election for an early termination. We expect to fund future TRA payments with tax distributions from RSG LLC that come from cash on hand and cash generated from operations.

*(in thousands)*

|  | Exchange Tax Attributes (1) | M&A Tax Attributes (2) | TRA Payment Tax Attributes (3) | TRA Liabilities |
| --- | ---: | ---: | ---: | ---: |
| **Balance at December 31, 2021** | **$136,704** | **$83,389** | **$52,007** | **$272,100** |
| Exchange of LLC Common Units | 592 | 96 | 192 | 880 |
| Remeasurement - change in state rate | 3,102 | 1,892 | 2,724 | 7,718 |
| Payments | - | - | - | - |
| **Balance at March 31, 2022** | **$140,398** | **$85,377** | **$54,923** | **$280,698** |

Total expected estimated tax savings from each of the tax attributes associated with the TRA are (1) Exchange Tax Attributes of $165.2 million, (2) M&A Tax Attributes of $100.4 million, and (3) TRA Payment Tax Attributes of $64.6 million. The Company will retain the benefit of 15% of these cash savings.

### Comparison of Cash Flows for the Three Months Ended March 31, 2022 and 2021

Cash and cash equivalents increased $547.2 million from $159.2 million at March 31, 2021 to $706.4 million at March 31, 2022. A summary of our cash flows provided by and used for continuing operations from operating, investing, and financing activities is as follows:

### Cash Flows from Operating Activities

Net cash provided by operating activities during the three months ended March 31, 2022 increased $9.3 million from the three months ended March 31, 2021 to $(65.5) million. This amount represents net income reported, as adjusted for amortization and depreciation, prepaid and deferred equity compensation expense, as well as the change in commission and fees receivable, accrued compensation and other current and noncurrent assets and liabilities. Net income increased $21.9 million during the three months ended March 31, 2022 and was offset by a decrease in the change in Other current assets and accrued liabilities driven by increased commission payments to producers period-over-period.

### Cash Flows from Investing Activities

Cash flows used for investing activities during the three months ended March 31, 2022 were $2.7 million, a decrease of $0.5 million compared to the $2.2 million of cash flows used for investing activities during the three months ended March 31, 2021. The main driver of the cash flows used for investing activities in the three months ended March 31, 2022 was $2.2 million of capital expenditures as well as $0.5 million of prepaid incentives, compared to $2.2 million of capital expenditures in the three months ended March 31, 2021.

### Cash Flows from Financing Activities

Cash flows provided by financing activities during the three months ended March 31, 2022 were $308.7 million, an increase of $446.9 million compared to cash flows used by financing activities of $138.2 million during the three months ended March 31, 2021. The main drivers of cash flows provided by financing activities during the three months ended March 31, 2022 was the Bond issuance of $394.0 million, offset by the net change in fiduciary liabilities of $79.2 million, the repayment of term debt of $4.1 million, and debt issuance costs of $1.8 million. The main drivers of cash flows used by financing activities during the three months ended March 31, 2021 were $62.0 million of net change in fiduciary liabilities, the purchase of the remaining interest in Ryan Re of $47.5 million, cash distributions to certain pre-IPO unitholders of $23.2 million, and deferred offering costs and debt issuance costs paid of $5.3 million.

### Contractual Obligations and Commitments

Our principal commitments consist of contractual obligations in connection with investing and operating activities. These obligations are described within "*Note 8, Leases"* and "*Note 9, Debt"* in the notes to our unaudited consolidated financial statements and provide further description on provisions that create, increase or accelerate obligations, or other pertinent data to the extent necessary for an understanding of the timing and amount of the specified contractual obligations.

Within "*Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives"* in the notes to our unaudited consolidated financial statements we discuss various long-term incentive compensation agreements and their impact. These agreements are typically associated with an acquisition. Below we have outlined the liabilities accrued as of March 31, 2022, the projected future expense, and the projected timing of future cash outflows associated with these arrangements.

*(in thousands)*

| Long-term Incentive Compensation Agreements | March 31, 2022 |
| --- | ---: |
| Current accrued compensation | $5,378 |
| Non-current accrued compensation | 146 |
| **Total liability** | **$5,524** |
| Projected future expense | 596 |
| **Total projected future cash outflows** | **$6,120** |
| **Projected Future Cash Outflows** |  |
| (in thousands) |  |
| 2022 | $5,338 |
| 2023 | — |
| 2024 | — |
| 2025 | — |
| Thereafter | $782 |

Within "*Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives"* in the notes to our unaudited consolidated financial statements we discuss the All Risks Long-Term Incentive Plans and their impact. Below we have outlined the liabilities accrued as of March 31, 2022, the projected future expense, and the projected timing of future cash outflows associated with these arrangements.

*(in thousands)*

| All Risks Long-Term Incentive Plan | March 31, 2022 |
| --- | ---: |
| Current accrued compensation | $94,997 |
| Non-current accrued compensation | — |
| **Total liability** | **$94,997** |
| Projected future expense | 12,717 |
| **Total projected future cash outflows** | **$107,714** |
| **Projected Future Cash Outflows** |  |
| (in thousands) |  |
| 2022 | $107,714 |
| 2023 | — |
| 2024 | — |
| 2025 | — |
| Thereafter | $— |

Within "*Note 4, Merger and Acquisition Activity"* in the notes to our unaudited consolidated financial statements we discuss various contingent consideration arrangements and their impact. Below we have outlined the liabilities accrued as of March 31, 2022, the projected future expense, and the projected timing of future cash outflows associated with these contingent consideration agreements.

*(in thousands)*

| Contingent Consideration | March 31, 2022 |
| --- | ---: |
| Current accounts payable and accrued liabilities | $15,155 |
| Other non-current liabilities | 26,262 |
| **Total liability** | **$41,417** |
| Projected future expense | 4,058 |
| **Total projected future cash outflows** | **$45,475** |
| **Projected Future Cash Outflows** |  |
| (in thousands) |  |
| 2022 | $14,637 |
| 2023 | 6,067 |
| 2024 | — |
| 2025 | 24,771 |
| Thereafter | $— |

For further discussion, see "*Note 4, Merger and Acquisition Activity", "Note 8, Leases", "Note 9, Debt", "Note 14, Employee Benefit Plans, Prepaid and Long-Term Incentives", and "Note 17, Commitments and Contingencies"* of the notes to our unaudited consolidated financial statements.

### Critical Accounting Policies and Estimates

The methods, assumptions, and estimates that we use in applying the accounting policies may require us to apply judgments regarding matters that are inherently uncertain. We consider an accounting policy to be a critical estimate if: (i) the Company must make assumptions that were uncertain when the judgment was made, and (ii) changes in the estimate assumptions or selection of a different estimate methodology, could have a significant impact on our financial position and the results that our will report in the consolidated financial statements. While we believe that the estimates, assumptions, and judgments are reasonable, they are based on information available when the estimate was made. The accounting policies that we believe reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: revenue recognition, fair value, and goodwill and intangibles.

Our critical accounting policies are described under the heading “*Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies”* in the Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 16, 2022. Additionally, the changes to our critical accounting policies and estimates disclosed in the Annual

Report on Form 10-K for the year ended December 31, 2021 are included in "*Note 2, Significant Accounting Policies"*, to our unaudited consolidated financial statements.

### Recent Accounting Pronouncements

For a description of our recently adopted accounting pronouncements and recently issued accounting standards not yet adopted, see "*Note 2, Significant Accounting Policies"* in the notes to our unaudited consolidated financial statements.

## Market risk

As filed, 2,362 characters.

We are exposed to various market risks in the day-to-day operations. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest and foreign currency exchange rates.

### Foreign Currency Risk

For the three months ended March 31, 2022, approximately 3% of revenues were generated from activities in the United Kingdom, Europe, and Canada. We are exposed to currency risk from the potential changes between the exchange rates of the US Dollar, Canadian Dollar, British Pound, Euro, Swedish Krona, Danish Krone, and other European currencies. The exposure to foreign currency risk from the potential changes between the exchange rates between the USD and other currencies is immaterial.

### Interest Rate Risk

Fiduciary investment income is affected by changes in international and domestic short-term interest rates.

As of March 31, 2022, we had $1,625.3 million of outstanding principal on our Term Loan borrowings, which bears interest on a floating rate, subject to a 0.75% floor. We are subject to LIBOR interest rate changes, and exposure in excess of the floor. The fair value of the Term Loan approximates the carrying amount as of March 31, 2022, and December 31, 2021, as determined based upon information available.

On April 7, 2022 the Company entered into an interest rate cap agreement to manage its exposure to interest rate fluctuations related to the Company's Term Loan for an upfront cost of $25.5 million. The interest rate cap has a $1,000.0 million notional amount, 2.75% strike, and terminates on December 31, 2025.

On April 29, 2022 the Company entered into the Fourth Amendment to the Credit Agreement on its Term Loan and Revolving Credit Facility to transition its Eurocurrency Rate (LIBOR) to a Benchmark Replacement of Adjusted Term 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.

Other financial instruments consist of Cash and cash equivalents, Commissions and fees receivable—net, Other current assets and Accounts payable and accrued liabilities. The carrying amounts of Cash and cash equivalents, Commissions and fees receivable - net, and Accounts payable and accrued liabilities approximate fair value because of the short-term nature of the instruments.

## Controls and procedures

As filed, 1,433 characters.

### Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as defined in Rule 13a–15(e) and Rule 15d–15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive officer and principal financial officer have concluded that as of March 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.

### Changes in Internal Control

There have been no changes in internal control over financial reporting during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 152 characters.

There have been no material changes to the risk factors disclosed under the heading “Risk Factors” of our Annual Report on Form 10-K filed with the SEC.

Filed May 13, 2022.
Source: SEC EDGAR, the filing index for accession 0000950170-22-009885. Last ingested by Listed: Oct 31, 2026, 02:57 ET. No prices; not investment advice.