“KEYS TO AGENCY PERPETUATION”. 2014 IIAB-CAL BLUE RIBBON CONFERENCE May 7, 2014. John Jaques John H. Jaques, Inc. [email protected] (530) 475-0200. Every Agency in California Today Will Be Sold!. Its just a matter of who the Buyer will be: Family Transfer/Sale
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Its just a matter of who the Buyer will be:
Key Employees/Minority Owners
Larger Independent Agency
Established National Broker
Private Equity Roll-Up
Done Right, Internal Perpetuation always beats an External Sale
Most firms sell to a Third Party not because it was a better deal, but because they failed at Internal Perpetuation
Independent Management, Local Culture
Client Focus, Not Outside Shareholder Focus
Decisions for the Long Term, Not the Next Quarter
Employee Focus, Not Corporate Executive Mgmt Focus
Career Opportunities for Employees, Producers, Family
A Local Business is part of the Community
Yes, the Initial Value and Cash Down Payment are Higher in an External Sale
But, Add in Career Earnings, Profit Pool Distributions and Gain in Equity Value over just 5 years:
Internal: EBITA Margin = 20%
EBITA = $800,000
Value Multiple = 6.0x
Enterprise Value = $4,800,000
Down Payment = 10% = $480,000
Promissory Note = 90% = $4,320,000
10 Year Term
4% - 8% Interest
Note: 100% of equity will not be bought at one time, but the 10 year notes could overlap on 100% of agency value.
EBITA Margin = 25%
Value Multiple = 6.5x
Gross Value = $6,500,000
Less: 30 Days Working Capital = <$250,000>
Net Enterprise Value = $6,250,000
Down Payment = 80% = $5,000,000
3 Year Earn Out Payment = 20% = $1,250,000
Cash Down Payment = $ 5,000,000
Less: Capital Gain Tax 29% = <$1,450,000>
Net Down = $ 3,550,000
Invest 5 Years at 4% = $ 4,319,000
Earn Out Payment 3 Years = $ 1,250,000
Less: Capital Gain Tax 29% = <$ 363,000>
Net Payment $ 887,000
Invest 2 Years at 4% = $ 959,000
Total Net Value = $ 5,278,000
Current Agency Value = $ 4,800,000
5 Year Gain in Value at 5% = $ 6,126,000
Less: Capital Gain Tax 29% = <$1,777,000>
Net Value = $ 4,349,000
Add Earnings Distribution for = $ 3,482,000
5 Yrs at 75% of EBITA ($800,000)
Yr. 1 = $ 630,000
Yr. 2 = $ 662,000
Yr. 3 = $ 695,000
Yr. 4 = $ 729,000
Yr. 5 = $ 766,000
Less: Tax at 42% = <$1,462,000>
Total Value = $ 6,396,000
New Account Production Every Year Equal to minimum12.5% - 15% of Prior Year Gross Commissions
Maximum 7.5% Lost Commission on Cancelled, Lost, Non-renewed Accounts
12.5% - 15% Operating EBITA Margin Before Contingent and Interest Income
3% Annual Increase in Non-Producer Staff Productivity (Commission per non-producer staff)
2% of Gross Commission Annual Investment in New Producers (non-validated producers with agency over 4 years) (Difference between paid compensation and earned producer compensation)
5.5 x to 6.0x Pro Forma Realistic EBITA
5 – 10% Down Payment
Promissory Note 120 months, interest at Prime, adjusted annual, Floor 4%, Max 8%
Must constantly be investing in and developing new Junior Owners
Corporation Buys Shares from Selling Stockholder, Corporation Sells Shares to Junior Owners (10% Down, 10 Year Note)
Distribute 75% of EBITDA to Owners, Invest 25%
Failure to develop Young Talent as Market for Future Buyout
Tired of Management/Administration/Ownership Burdens
Vast majority of agencies generate under $2 million annual revenues and are “Lifestyle” agencies, rather than Business Enterprises
One or two agency principals/producers, very good insurance people, probably handle 70 – 80% of business on books.
Have developed strong service staff (“we have good people”)
High Personal Income, don’t differentiate between Employment Compensation and Agency Profits
Don’t pay any attention to 5 Requirements For Success . . . And don’t have to
Life is good, Income is high, Staff handles most day to day work, Firm has stayed small enough to avoid business enterprise worries/burdens
Hang on to late 50’s / early 60’s, then sell to national or large independent brokerage, fold-into buyer’s location, get paid as a producer until choose to retire, put a pile of purchase price cash in bank
There is nothing wrong with this plan if you choose it!
* Don’t screw it up by trying to be or doing something you are not !!!
Many mid-size firms $2 - $10 million would like to internally perpetuate and maintain long term independent legacy
Most fail to even try to invest in young talent, instead, they re-tread marginal “seasoned” producers from other firms and buy “wasting assets” from old lifestyle agency owners
If they do attempt to invest in young folks, they don’t bother with developing a disciplined producer development program and/or leadership development
Fail to recognize staff is growing older and are not investing/developing enough key employees for the future
Have no business model or processes in place to achieve the 5 Critical Success Factors for Perpetuation
Owners typically make less personal income than “lifestyle” agencies
These firms sell to national brokers. Should occur two years after consultant helps clean up producer compensation, staff productivity, discretionary expenses and drive EBITDA margin north of 25%. Principals should be under age 62 when sale occurs.
Strong insurance/relationship people, don’t like or enjoy management/administration or having to achieve the 5 Critical Success Factors for Perpetuation
Typically mid 50’s or younger, still have over 10 year career run to go
This is best possible acquisition for a larger independent agency to make
Principal(s) take some money off table, take equity in the larger firm, participate in profit distributions and stock growth going forward
Greed is good, take the money!
Large firm with next generation executives/leadership available; multiple producers under 50 with books over $600k; well managed, focused on and achieving 5 Critical Success Factors; annual profit distributions to shareholders occurring; using Shareholder Buy/Sell Agreement at 6.0x EBITA, 10 year notes.
Largest controlling principals get close to retirement. Listen to extraordinary multiples and cash up front from national brokers and private equity roll-ups. Forget the deal they have enjoyed for last 10 – 20 years (high compensation, profit distributions, increasing stock value) and look at external buyer price.
“Greed is Bad” – basically sell agency out from under next generation of owners. Carve out a slice of sales pie to keep younger folks happy in short term (through earn out period).
Long term, these transactions are great for new agencies being started by younger folks who leave, and provide excellent recruitment opportunities for talented young people who want to be owners in large independent firms.
Your agency is going to sell, question is who do you plan to sell it to? Pick your marketplace early (Internal or External) and work toward it.
Be Honest: Are you running a “Lifestyle” agency or a Business Enterprise. One is not better than the other, both are rewarding.
Embrace and execute the 5 Critical Success Factors. Whether you choose Internal or External Perpetuation, you will receive a higher return in the long run (profit and value).