Preparing to Sell the Agency

By Catherine Oak | June 6, 2022

There has been a frenzy of agency acquisitions for many years now, with private equity firms and publicly traded brokers taking the lion’s share. These well-funded buyers are paying a premium well over what a local peer independent agency could afford to pay.

Keep in mind that these private equity firms and publicly traded brokers pay top dollar only to agencies in the right location, with a great book of business and high profit margins.

For those that miss the mark as a highly desirable firm, there are steps agencies can take to improve the business that may help attract well qualified buyers and their deep pockets.

Prepare Early

The key to receiving a great deal is superb preparation before you step into the marketplace. Jumping in without doing your homework is a poor strategy when the stakes are high — namely the owner’s life’s work. Preparing the business for sale or merger is not an overnight process. It can take months, if not years, of planning to maximize the bargaining position and the return on equity.

The best way to accomplish this is to address weaknesses and capitalize on strengths before presenting the business for sale or merger. Always assume that any potential buyer will do a thorough job of due diligence, which will ultimately uncover weaknesses. Proper planning will identify current problem areas and help determine how to fix them and/or treat them in discussions with buyers or merger candidates.

Control the Narrative

Create an agency profile that accurately describes the firm and highlights its strengths. This document is used as a platform to allow potential buyers to understand the unique features of the seller. It will save both parties a lot of time.

The first section of the profile should contain a thumbnail sketch of the operational fundamentals of the agency. There needs to be a brief history of the firm and the background of the principals and key personnel. An organizational chart should be in place and should show the positions, salaries and start dates of all employees. All producers’ books of business should be displayed with compensation. Are there contracts and/or vesting? All should be described.

An overview of the book of business should be written and a description made of any specialties/programs. A breakdown of the book by line of business is also helpful. The profile should also have a breakdown of the top 10 accounts, top 10 insurance carriers, loss ratios, contingent history and type of business placed with each carrier.

Factors Affecting Value

The value of any business typically depends on two things — the future profits of the business and the risks associated with such profits continuing. The key drivers for profits in an insurance agency are total personnel costs, which typically range between 50% and 70% of revenue. Employee productivity, headcount and compensation plans are what determines the bulk of personnel costs.

The typical profit margin for most firms, when owners’ compensation and perks are normalized, is around 20% to 30%. Highly valued firms have profit margins between 25% and 40%. If the agency has a low profit margin, then the value will be low because buyers typically determine value based on a multiple of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization).

The major risk factors when valuing an insurance agency are the mix of business (personal lines, commercial lines, benefits/health, life, etc.), the book of business (industry, size of accounts, concentration, policy types, etc.), access and quality of markets, quality of staff, nature of the client relationships, retention rates and sales growth. These risk factors determine the multiple used when calculating value. The lower the risk, the higher the value.

Third-Party Pro Forma Analysis

In most cases, financial statements of privately held companies are designed to minimize taxable income in any given year. Most firms show very little profit on un-adjusted statements. Here is where the seller or seller’s consultant needs to control the narrative. It is advisable to reconstruct financial statements to show the buyer the adjusted pro forma financial performance, which directly affects value.

When recasting income statements, owners will find that most adjustments fall into one of the following categories:

  1. Adjustments to the owners’ compensation to reflect a third party’s approach, so that “excess” compensation is shown as profit.
  2. Potential (but realistic) adjustments to producer compensation, such as lower commissions or moving small accounts to house accounts.
  3. Potential (but realistic) adjustments to staff by eliminating redundancy and unnecessary positions. Or increasing salaries if there has been a lag in raises.
  4. Non-recurring items such as one-time purchases, unusual bad debts or litigation or E&O expenses, one-time computer and equipment purchases.
  5. Removal of non-necessary or discretionary expenses for the owners.
  6. Adjustments to eliminate income or losses from non-operating assets, including gains and losses on their sale, dividends from securities, and interest income.

The balance sheet should also be adjusted for non-operating assets or items the buyer might consider not needed or undesirable. Examples might include corporate autos, loans to or from employees, cash value of life insurance policies or marketable securities.

If the business owns real estate, the seller may want to place the asset in a separate corporation and enter into a lease with the buyer at market rent.

Getting the Business in Shape to Sell

Much like a house, a business will sell at a higher price if everything is neat, organized and is in working order. Here are a few tips:

  1. Clean up any old bad business habits.
  2. Eliminate functional problems within the agency.
  3. Generate and keep records and management reports current.
  4. Prepare a business plan or budget for the prospective year(s) if time permits.
  5. Prepare an organization chart showing functional areas of responsibility.
  6. Document the producer sales efforts and workloads of the staff.
  7. Write an explanation of how sales are generated and make promotional materials available.

Obtain Professional Advice/Help

One of the first things that a seller should do is obtain a realistic idea of what the business is worth from an objective, outside source. A professional valuation creates a basis for evaluating a buyer’s offer and helps determine what the seller can expect to net from the sale.

A good appraiser will also provide practical insight into the strengths and weaknesses of the strategic, financial, and operational aspects of the business. They should clearly state the real value drivers of the firm, so the seller can make the needed adjustments to improve the business value. It is best to hire an appraiser that specializes in the insurance industry to get the most meaningful analysis of the agency and its value.

In addition to a valuation expert, sellers should seek out the advice from financial planners for their personal needs, a qualified tax advisor, legal advice to review contracts and agreements and an expert M&A consultant to represent them.

The M&A advisor can help prepare both the business and the owners for the sale process. Specifically, the sellers’ representative can:

  1. Create the agency profile.
  2. Prepare a preliminary valuation analysis to determine the asking price.
  3. Identify and contact confidentially logical buyers or merger candidates.
  4. Evaluate any proposed transactions.
  5. Assist with negotiation and closing.
  6. Consider different transaction structures and the tax consequences of each.

A Final Thought

These are all things to think about in the sale and merger process.

Selling a business can be hard emotionally, but if approached properly it will also be seamless and rewarding. The key is to keep in mind the buyer is looking at purchasing cash flow and it is not a direct judgment on the seller’s business or insurance skills.

This is also a great exercise to go through even if you are not ready to sell. It just so happens that the things buyers are interested in also happen to be what makes an agency successful.

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Insurance Journal West June 6, 2022
June 6, 2022
Insurance Journal West Magazine