mercer capital's valuing insurance agencies

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Valuing Insurance Agencies Lucas M. Parris, CFA, ASA Vice President, Mercer Capital [email protected] January 19, 2016

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Page 1: Mercer Capital's Valuing Insurance Agencies

Valuing Insurance Agencies

Lucas M. Parris, CFA, ASA

Vice President, Mercer Capital [email protected]

January 19, 2016

Page 2: Mercer Capital's Valuing Insurance Agencies

Contents

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 2

Background and Industry Landscape

Key Value Drivers

How are Insurance Agencies Actually Valued?

Case Studies

Other Valuation Considerations

Q&A

Page 3: Mercer Capital's Valuing Insurance Agencies

A Little Insurance Jargon

•  Agent typically represents the insurer, rather than the insured. •  Broker typically represents the interests of the insured, rather than

the insurer. Agent/Broker

•  Agency commission = agency share of insurance premium, typically recorded as revenue.

•  Producer commission = producer’s share of the agency commission Commission

•  Amount charged by an insurer to provide coverage. Typically recorded as revenue by the insurer. Premium

• Common term for an agent, broker, or other insurance representative who sells insurance. Producer

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 3

Page 4: Mercer Capital's Valuing Insurance Agencies

Where Do Agencies Fit?

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 4

Insurance Carriers

•  Price and underwriting risk •  Investment management

Insurance Agencies & Brokerages

•  Intermediaries •  Commission/fee based income

Insureds •  Pays premium •  Insures against risk

Page 5: Mercer Capital's Valuing Insurance Agencies

Types of Insurance Agencies

•  Develop product, file rates with regulators •  Collect premiums, service policies, pay claims Insurance Carrier

•  Contracted through a single carrier •  Example: State Farm, Allstate Captive Agency

•  Intermediary b/w Carrier and the Insured •  Binding, underwriting, pricing authority

Independent Managing General Agency (MGA)

•  Intermediary b/w retail agent and carrier •  Typically no contact with insured

Independent Wholesale Agency

•  Intermediary b/w the insured and marketplace •  Relationships with one or more carriers

Independent Retail Agency

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 5

Page 6: Mercer Capital's Valuing Insurance Agencies

Overview of the Insurance Market

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 6

Property & Casualty

≈ 50/50 PL/CL

Auto

Home

Commercial lines

Workers’ Comp.

Marine

Financial/Mortgage

Life & Health

Individual Annuities

Individual Life

Group Annuities

Group Life

Accident/Health

Other

Net Premiums Written, 2014, U.S. entities, in billions

Source: SNL Financial and Insurance Information Institute

Page 7: Mercer Capital's Valuing Insurance Agencies

Property & Casualty Insurance Cycle Premium

rates begin to fall as

companies compete for market share

Prices fall until profits

eliminated or capital is depleted

Fewer companies

writing business,

more stringent

underwriting

Supply of insurance

limited, leads to rising prices

Prospect of rising prices and higher

profits attracts more

capital

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 7

Page 8: Mercer Capital's Valuing Insurance Agencies

Insurance Cycle in Perspective

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 8

-20%

-15%

-10%

-5%

0%

5%

10%

15%

20%

25%

30%

35%

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Quarterly Average Composite Rate Change for Commerical Insurance (Yr/Yr % Change)

Source: MarketScout (Q3'01 - Q4'15), Mercer Capital analysis

Rate increases begin slowing in

Q2'13...

Flat-negative since December 2014

Page 9: Mercer Capital's Valuing Insurance Agencies

Commercial vs. Personal Lines

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 9

-5.0%

-2.5%

0.0%

2.5%

5.0%

7.5%

10.0%

1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15 4Q15

Quarterly Average Composite Rate Changes

Commercial Lines Personal Lines Source: MarketScout (Q1'12 - Q4'15), Mercer Capital analysis

Page 10: Mercer Capital's Valuing Insurance Agencies

Some Lines Are More Volatile Than Others…

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 10

-8.0%

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

Commercial Insurance Rate Changes by Line of Business

Workers' Comp Commercial Property D&O Liab. Source: The Council of Insurance Agents & Brokers

Page 11: Mercer Capital's Valuing Insurance Agencies

And Account Size Matters, Too…

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 11

-6.0%

-4.0%

-2.0%

0.0%

2.0%

4.0%

6.0%

8.0%

1Q11 2Q11 3Q11 4Q11 1Q12 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 3Q15

Commercial Insurance Rate Changes by Account Size

Small Accts. (<$25K)

Med. Accts. ($25K-100K)

Large Accts. (>$100k)

Source: The Council of Insurance Agents & Brokers

Page 12: Mercer Capital's Valuing Insurance Agencies

Robust Transaction Environment

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 12

0

50

100

150

200

250

300

350

400

450

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Insurance Brokerage Transactions (2001 - 2015)

Private Equity Deals All Deals Ex-PE Source: SNL Financial (as of 1/14/16). Includes all states, completed transactions only.

Page 13: Mercer Capital's Valuing Insurance Agencies

Public Broker Valuations

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 13

Average (last 10-years) = 10.8x

11.5 12.2

10.3

13.5

12.0

9.5

11.2

8.1

10.4 9.3 9.6

12.2 12.2 12.5 12.9

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 9/30/15 12/31/15

Enterprise Value / LTM EBITDA

Source: SNL Financial. Includes AON, AJG, BRO, MMC, WLTW

Page 14: Mercer Capital's Valuing Insurance Agencies

Key Value Drivers

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 14

Page 15: Mercer Capital's Valuing Insurance Agencies

Caught in the Middle?

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 15

Insureds

Local/Macro Economy

Employment Growth/risk

Industry

Insurance Agencies

Market/Niche

Relationships

People

Culture

Underwriting Cycle

Investment Climate

Capital

Insurance Carriers

Page 16: Mercer Capital's Valuing Insurance Agencies

Carriers: Pressure from the Top

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 16

Market Cycle

Investment Climate

Capital

Product/Niche

Growth Strategy

Regulatory Issues

Impact on Agency

Supply Side issues Typically Outside of Agency Control

Page 17: Mercer Capital's Valuing Insurance Agencies

Insureds: Pressure from the Bottom

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 17

Local Economy

Unemployment

Industry

Competition

Profitability

Risk Aversion

Impact on Agency

Demand Side Issues Typically Outside of Agency Control

Page 18: Mercer Capital's Valuing Insurance Agencies

Macro Events Impact Exposure Units

Employment levels

Business and capital spending

Population growth and density

Home ownership rates

Motor vehicle registrations

Per capita disposable income

Healthcare expenditures

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 18

Page 19: Mercer Capital's Valuing Insurance Agencies

Impact of Catastrophes and Weather

Catastrophes (CATs) include

Natural disasters (hurricanes, winter storms, tornados, wildfire, earthquakes)

Man-made disasters (terrorism, fire, maritime, aviation, explosions)

CATs and non-CAT events trigger claims, impacting insurer capital levels, pricing, and coverage availability

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 19

Page 20: Mercer Capital's Valuing Insurance Agencies

Diversification

P&C

Employee Benefits

Wealth Management

Life & Annuities

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 20

The Grass is Always Greener on the Other Side

Page 21: Mercer Capital's Valuing Insurance Agencies

Key Value Drivers of Agency Value

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 21

Industry Conditions Local/Macro Economy

Cash Flow Growth

Risk

Page 22: Mercer Capital's Valuing Insurance Agencies

Revenue

Expenses

Profitability

Growth

Headcount

Efficiency Metrics

Concentrations

Management Experience & Depth

Succession Planning

Employee Relationships

Agency Culture

Brand Value

History

Community Involvement

Key Value Drivers of Agency Value

Quantitative Qualitative

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 22

Page 23: Mercer Capital's Valuing Insurance Agencies

Management and Employees

How is the agency managed day-to-day?

Are executives also producers?

Key-man issues

Succession planning

Management depth

Compensation policies

Commission structure

Producer development

Training and support

Non-compete agreements

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 23

Page 24: Mercer Capital's Valuing Insurance Agencies

Products and Markets

All lines to a particular industry or a specialty line to all industries?

Diversification vs. product focus

Growth for today or tomorrow?

Product innovation

Complementary lines

Differentiating factors?

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 24

Page 25: Mercer Capital's Valuing Insurance Agencies

Sales and Marketing

How do you get new clients?

Advertising

Referrals

Cold-calling

Cross-selling

Producer incentives

Community involvement

Sales culture

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 25

Page 26: Mercer Capital's Valuing Insurance Agencies

Acquisition History

Has the agency completed prior acquisitions?

Businesses or books?

Pricing and terms

Integration success?

New client retention

Employee retention

Carrier retention

Contribution to growth

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 26

Page 27: Mercer Capital's Valuing Insurance Agencies

Customer Relationships

Who holds the relationship?

Customer retention and attrition

Related parties

Concentrations by line, customer, industry, geography?

Servicing customers

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 27

Page 28: Mercer Capital's Valuing Insurance Agencies

Competition

Market share in your area?

Local/regional/national?

Compete on what – price, service, access to coverage, reputation?

Technology

Websites and portals

It’s not just the agency down the street…

Direct carrier sales models

Competition for talent

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 28

Page 29: Mercer Capital's Valuing Insurance Agencies

Introduced in March 2015

Online price-comparison insurance broker

Started with personal auto in CA, now in other states

Founded in 2014 – Raised $21M+ (through Jan’16)

Online price-comparison insurance broker

“Insurance help without the insurance agent”

Currently offers term life, renters, long-term disability, pet

Threats on the Horizon?

Google Compare PolicyGenius

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 29

Disruptors to the Traditional Business Model or just a Fad?

Page 30: Mercer Capital's Valuing Insurance Agencies

Lemonade: The Uber of Insurance?

U.S. startup aims to be the first peer-to-peer insurance underwriter

Raised $13 million seed round from Sequoia Capital in Dec. 2015

Awaiting state regulatory approvals

Business model not yet disclosed

“Mobile-first experience”

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 30

Page 31: Mercer Capital's Valuing Insurance Agencies

Key Value Drivers – Pro Forma EBITDA

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 31

Why look at Pro Forma EBITDA?

Ongoing revenue

Scrutinize expenses

Compensation policies

Non-recurring items

Reinvestment

Page 32: Mercer Capital's Valuing Insurance Agencies

Examining Revenue

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 32

Core Commissions and Fees

Direct revenue from insurance policies sold

Excludes contingent/bonus commissions

Often normalized for multi-year policies

Not all Revenue is Created Equal

Page 33: Mercer Capital's Valuing Insurance Agencies

Examining Revenue

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 33

Core Commissions and Fees

Gross or net of agent commissions?

Impact of one-timers?

P&C vs. life commissions

Not all Revenue is Created Equal

Page 34: Mercer Capital's Valuing Insurance Agencies

What about Contingent Commissions?

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 34

CCs are profit-sharing commissions from

carriers

Alternative arrangement is “Guaranteed Supplemental

Commissions”, not tied to loss ratios

May be based on

Underwriting results

Volume

Growth

Policy retention

Other

Examine sources and history of CC

Normalize to multi-year average?

Exclude?

Weren’t These Things Regulated Away?

Page 35: Mercer Capital's Valuing Insurance Agencies

Sources of Revenue Growth

Total Growth

Organic Growth

Price (Rate)

Volume (Exposure Units)

Acquisition-Based Growth

Revenue Mix Timing

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 35

Page 36: Mercer Capital's Valuing Insurance Agencies

Projecting Revenue Growth

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 36

How did you grow?

Did a rising tide lift all boats?

Context of eco, rate, volume

Is the past relevant?

Drivers of future growth?

Why pay for past growth?

Historical

Future

My Crystal Ball Appears Cloudy…

Page 37: Mercer Capital's Valuing Insurance Agencies

Public Company Growth Rates

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 37

Not all Revenue Growth is What is Seems…

8%

3% 2%

5%

13%

8% 8%

11%

0% 1%

-2%

0%

2%

4% 4% 4%

-4%

-2%

0%

2%

4%

6%

8%

10%

12%

14%

2007 2008 2009 2010 2011 2012 2013 2014

Average Total vs. Organic Revenue Growth

Total Growth Organic Growth Source: SNL Financial. Includes average for AON, AJG, BRO, MMC, WLTW

Page 38: Mercer Capital's Valuing Insurance Agencies

Examining Expenses

Like most professional services firms, the largest line item expense is people

Like some professional services firms, always issues of owner/manager compensation

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 38

Page 39: Mercer Capital's Valuing Insurance Agencies

Owner/Manager Compensation

Are owners/managers the same?

Agency structure might influence compensation policies (S-corp, C-corp)

Are owners also producers?

Pro forma expense structure should properly account for all labor in the P&L

Adjust via compensation studies, agency benchmarks, other sources

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 39

Returns on Capital vs. Returns on Labor

Page 40: Mercer Capital's Valuing Insurance Agencies

Producer Compensation

Compensation via commission, salary, or both?

Typical structures (new/renewal)

30/20

40/20

Different terms for different people?

Does agency pay travel, meals, entertainment, etc?

Non-competes?

Who owns the book?

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 40

Producers are Often the Highest Paid Individuals in the Agency

Page 41: Mercer Capital's Valuing Insurance Agencies

Other Expense Items

Owner-related discretionary items

Non-recurring expenses

Potential Synergies (depending on the context)

Professional fees

Rent expense

Marketing/advertising

Corporate functions

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 41

Similar Considerations as for Other Professional Service Firms

Page 42: Mercer Capital's Valuing Insurance Agencies

Pro Forma EBITDA

For a fast-growing agency, might be based on normalized last twelve months

For a slower-growing, but profitable agency, might consider multi-year perspective

For cyclical, volatile, or unprofitable agency, use appraiser judgment…

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 42

Page 43: Mercer Capital's Valuing Insurance Agencies

Margins in Perspective

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 43

Is your Agency Middle of the Pack or Above Average?

0%

5%

10%

15%

20%

25%

30%

35%

40%

2010 2011 2012 2013 2014

EBITDA Margin Comparison

Public High

Public Avg.

Public Low

RMA ($1-3mil)

RMA ($25+ mil)

Source: SNL Financial, RMA, Mercer Capital analysis. Public group includes AON, AJG, BRO, MMC, WLTW

Page 44: Mercer Capital's Valuing Insurance Agencies

How Are Insurance Agencies Actually Valued?

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 44

Page 45: Mercer Capital's Valuing Insurance Agencies

Like Most Appraisals…

Different levels of value for different purposes

External sale

Internal perpetuation

Buy-Sell planning

ESOP valuation

Estate/gift tax planning

Other

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 45

Page 46: Mercer Capital's Valuing Insurance Agencies

Cash

Working Capital

Computers and Equipment

Furniture and Fixtures

Building?

Assembled workforce

Customer Relationships

Carrier Relationships

Trade name

Software

Technology

Goodwill

Asset Approach

Tangible Assets Intangible Assets

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 46

Rarely Used for Insurance Agencies

Page 47: Mercer Capital's Valuing Insurance Agencies

Market Approach

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 47

Active M&A market

Lots of activity but little transparency

Few “pure” public brokers

Potential for comparability issues re: size, diversification, growth, etc…

Guideline Public

Companies

Use with caution…

Guideline Transactions

Page 48: Mercer Capital's Valuing Insurance Agencies

Guideline Transactions Method

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 48

0

50

100

150

200

250

300

350

400

450

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Insurance Brokerage Transactions (2001 - 2015)

Private Equity Deals All Deals Ex-PE Source: SNL Financial (as of 1/14/16). Includes all states, completed transactions only.

Page 49: Mercer Capital's Valuing Insurance Agencies

Guideline Transactions Method

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 49

~440 reported deals in 2015

Filter by focus (P&C, L&H, etc…)

Filter by size

Deal value disclosed?

Deal multiples disclosed?

?

Page 50: Mercer Capital's Valuing Insurance Agencies

Guideline Transactions Method

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 50

0%

10%

20%

30%

40%

50%

60%

70%

80%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014

Agency Transaction Earn-Out Trends

Source: SNL Financial, Mercer Capital analysis. Includes deals wth reported (and classified) deal consideration.

% of Deals with an Earn-Out

Earn-Out as a % of Total Deal Consideration

Page 51: Mercer Capital's Valuing Insurance Agencies

Guideline Transactions

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 51

Rules of thumb and anecdotal

multiples are just that

Quality of the opinion only as a good as the underlying

data

With the right data in the

right context, this method can be very compelling

But my Buddy Sold his Agency for 8x EBITDA?!?

Page 52: Mercer Capital's Valuing Insurance Agencies

Guideline Public Companies

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 52

There are Comps. But are They Comparable?

11.5 12.2

10.3

13.5

12.0

9.5

11.2

8.1

10.4 9.3 9.6

12.2 12.2 12.5 12.9

0.0

2.0

4.0

6.0

8.0

10.0

12.0

14.0

16.0

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 9/30/15 12/31/15

Enterprise Value / LTM EBITDA

Source: SNL Financial. Includes AON, AJG, BRO, MMC, WLTW

Page 53: Mercer Capital's Valuing Insurance Agencies

Guideline Public Companies

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 53

Public Brokers are Large and Diversified

CompanyMarket Cap.

LTM Revenue

EV / LTM Rev.

EV / LTM EBITDA

Marsh & McLennan Cos Inc $29.0 $12.8 2.6x 12.1xAon PLC 25.3 11.7 2.7x 13.5xWillis Group Holdings PLC 8.7 3.8 nm nmArthur J Gallagher & Co 7.2 5.3 1.8x 13.3xBrown & Brown Inc 4.5 1.6 3.4x 11.5xAverage $14.9 $7.1 2.6x 12.6xMedian $8.7 $5.3 2.6x 12.7x

Source: Bloomberg, as of Nov. 30, 2015. US$ in billions.

Page 54: Mercer Capital's Valuing Insurance Agencies

Guideline Public Companies

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 54

How do Growth and Margin Compare to our Subject Company?

EV / EBITDA Rev. Growth EBITDA MarginCompany LTM '16E '15E-'16E LTM '15E '16EMarsh & McLennan Cos Inc 12.1x 11.0x 4.5% 22% 22% 23%Aon PLC 13.5x 11.4x 3.1% 20% 22% 23%Willis Group Holdings PLC 15.6x 7.7x 64.4% 19% 22% 23%Arthur J Gallagher & Co 13.3x 9.7x 6.1% 13% 16% 17%Brown & Brown Inc 11.5x 9.9x 5.3% 30% 33% 33%Average (ex-WLTW) 12.6x 10.5x 4.8% 21% 23% 24%Median (ex-WLTW) 12.7x 10.4x 4.9% 21% 22% 23%

Source: Bloomberg, as of Nov. 30, 2015. Estimates per analyst consensus at 11/30/15.

Page 55: Mercer Capital's Valuing Insurance Agencies

Guideline Public Companies

How do we compare?

•  Cash flow

•  Growth

•  Risk

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 55

Can We Really be Compared to Those Guys?

But what about?

•  Scale

•  Diversification

•  Capital

For agencies of a certain size,

market multiples should be considered

But even when they are not, be aware of market sentiment

Page 56: Mercer Capital's Valuing Insurance Agencies

Income Approach

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 56

Value = Earnings x Multiple

Might be considered for a stable, profitable, “slow-grow” agency

Allows for specific assumptions about growth, margin, and length of forecast

Commonly used

Discounted Cash Flow

Single Period Capitalization

Page 57: Mercer Capital's Valuing Insurance Agencies

Discounted Cash Flow Method

A few caveats…

The output is only as good as the quality of the inputs

Greater precision does not necessarily contribute to greater accuracy

The conclusion must make sense in light of other methods

Use of a DCF is neither appropriate nor necessary in every appraisal

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 57

Page 58: Mercer Capital's Valuing Insurance Agencies

Status quo

Pro forma for acquisition

Something else?

Forecast as many periods as necessary until earnings are stabilized

Consider insurance cycle?

Specific industry cycles?

Discounted Cash Flow Method

Purpose Projection Term

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 58

Observations on the DCF Method for Insurance Agencies

Page 59: Mercer Capital's Valuing Insurance Agencies

Management

Other “interested” parties

Industry sources

Bias and motivations

Discounted Cash Flow Method

Projection source

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 59

Observations on the DCF Method for Insurance Agencies

Page 60: Mercer Capital's Valuing Insurance Agencies

Organic vs. acquisition

Rate and/or volume

Contingent commissions

What does rate assumption imply about volume?

What does volume assumption imply about rate?

Connection to product/industry growth?

What do we assume about existing book (retention)?

Do we have producer/CSR capacity to sell/service this growth?

Discounted Cash Flow Method

Revenue

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 60

Observations on the DCF Method for Insurance Agencies

Page 61: Mercer Capital's Valuing Insurance Agencies

What in the business is truly fixed?

How are producers compensated?

Is there enough marketing/sales spend to achieve projected growth?

Are synergies being considered?

Interest expense – how are we financing growth?

Depreciation/Amortization

Margin comparisons to history/publics/privates

Discounted Cash Flow Method

Expenses

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 61

Observations on the DCF Method for Insurance Agencies

Page 62: Mercer Capital's Valuing Insurance Agencies

Working capital – a source or use of cash?

Capital expenditures – technology replacement, system upgrades

Amortization policies

Earn-out payments from prior deals

Debt financing – is leverage part of the business?

Debt payoff for past acquisitions

If our revenue projection presumes acquisitions, do we forecast the purchase prices as an outflow?

Discounted Cash Flow Method

Other Cash Flow Items

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 62

Observations on the DCF Method for Insurance Agencies

Page 63: Mercer Capital's Valuing Insurance Agencies

Equity or WACC?

Industry betas are usually less than 1.0

Mature industry

High proportion of recurring revenues

Size

Key-man risks with owner, executives, or producers

Concentrations by customer, carrier, product, or industry

Other

Discounted Cash Flow Method

Discount Rates Common Risk Factors

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Observations on the DCF Method for Insurance Agencies

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Discounted Cash Flow Method

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Relative Value Analysis

Check implied multiples against

industry

Check pro forma leverage multiples

Sensitivity Analysis

How is the value impacted by key variables (rate, volume, etc…)?

Comparison to Other Methods

Guideline Public Company

Guideline Transaction

Other Income Methods

Assessing the Overall Reasonableness of Your Conclusion

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Case Studies

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•  $10 million in revenue. 5% EBITDA margin. 3 principals.

•  50% Employee benefits, 50% individual life/annuity sales

•  Appears only marginally profitable

•  Digging deeper – Agency A pays out virtually all earnings as owner/manager compensation

•  Normalize compensation to owners using peer benchmarks, public data, or other sources. Adj. margin of 20%

•  Consider normalizing life/annuity revenue to average levels if lumpy

•  Consider separating life/annuity business and valuing separately

•  Risk should reflect stability of employee benefits side but also volatility of the life side

Case Study #1

Agency A Potential Adjustments

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Employee Benefits Agency

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•  $10 million in revenue. 50% EBITDA margin. 2 principals

•  100% P&C focus

•  Agency B looks extremely profitable

•  Digging deeper – Agency B compensates owners solely through distributions (not in operating expense)

•  Normalize compensation to owners using peer benchmarks, public data, or other sources. Adj. margin of 40%

•  Contingent commissions of $350k, $45k, and $110k in each of last 3 years. Consider normalizing

•  Risk considerations: agency is (still) highly profitable, solid retention characteristics. Arguably lower discount rate than Agency A

Case Study #2

Agency B Potential Adjustments

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Property & Casualty Agency

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•  $5 million in revenue. 30% EBITDA margin. 2 principals (one is a bank director)

•  70/30 personal/commercial lines

•  Flat revenue for last 5 years

•  A bank is considering purchasing the agency to diversify its sources of non-interest income

•  Bank does not already have an insurance operation

•  Normalized compensation and entry into employment agreements with 2 principals

•  Expense synergy – rent, marketing, finance/insurance, legal, benefits?

•  Revenue synergy – cross-selling?

•  Risk considerations: personal lines may be subject to greater competition, lack of experience, integration risk, leadership/management issues?

Case Study #3

Agency C Potential Adjustments

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Potential Acquisition of a P&C Agency by a Bank

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Other Valuation Considerations

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Challenges for the Smaller Agency

Traditional small business challenges Limited resources, competition with bigger players, key-man considerations

Insurance-Specific Increasing regulation, carrier-specific rules, product/industry trends, ACA compliance

But the smaller agency also has flexibility…

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How Are Insurance Brokerage Transactions Typically Structured?

Most are asset purchases, with true up for working capital

Buyers don’t want the risk of a stock sale with associated liabilities

Most negotiated on a multiple of pro forma EBITDA

Disagreements in the EBITDA figure or the multiple usually are resolved via an earn-out

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What Is the Typical Deal Consideration in an Insurance Brokerage Transaction?

Smaller deals might be seller-financed

Larger deals typically consist of 70-75% cash upfront, with 25%-30% in form of a multi-year earn-out on based of future profitability or retention

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Created advisory opportunities for some benefits brokers

Companies need help navigating the rules

For small employee groups (<50), going with an exchange is just an option

Some reports of rate increases this year due to unfavorable losses in the pools

Employers may have trouble recruiting the talent to grow if they don’t offer healthcare benefits

Likely see rise of “skinny” plans to meet minimum requirements for small groups

Affordable Care Act (ACA)

Impact on agencies has been mixed

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Has it Helped or Hurt?

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Consolidation is Everywhere

250+ deals a year (and that’s just what get reported)

If your independent agency is doing well, chances are you’ve already been approached (and probably more than once)

Buyers are not just the publics anymore (PE-firms, family offices, pension funds, institutional investors)

Are you a platform agency or a bolt-on?

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Consolidation is Everywhere

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Internal Growth

Leadership

Deep bench

Youth

Validated producers

Sales culture

Participation

Combinations of these factors is what

differentiates a single-digit multiple from a double-digit multiple

What are Buyers Looking for?

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Potential Headwinds

Rising interest rates

Banks pulling back leverage

Prolonged soft market

Political/regulatory changes

Industry disruptors

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High Public Multiples, Robust M&A Market, What Could Possibly Go Wrong?

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Closing Considerations

What aspects of the agency are transferable, not just to a third-party buyer, but to your other partners/managers/producers?

Agencies are valued on what they’ll do in the future not necessarily what they’ve done in the past

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Lucas M. Parris, CFA, ASA

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Contact Lucas

Lucas M. Parris, CFA, ASA [email protected] 901.685.2120

Lucas leads the Mercer Capital Insurance Industry Team and is active in the valuation of insurance agencies, brokerages, and underwriters for corporate valuation and compliance matters.

Lucas Parris is also a senior member of Mercer Capital’s Financial Reporting Valuation group, providing public and private clients with fair value opinions and related assistance pertaining to goodwill and other intangible assets, stock-based compensation, and illiquid financial assets.

In addition, Lucas co-authored the book, Valuation for Impairment Testing, Second Edition (Peabody Publishing, LP, 2010).

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Mercer Capital’s Insurance Resources Quarterly Newsletter – Value Focus: Insurance Industry

The Financial Institutions Group of Mercer Capital publishes Value Focus: Insurance Industry, a quarterly e-mail newsletter illustrating trends affecting firms in the insurance industry.

Subscribe at http://mer.cr/vf-insnc

Valuing Insurance Agencies | Lucas M. Parris, CFA, ASA | © 2016 Mercer Capital 79

Whitepaper – How to Value Your Insurance Brokerage

Soft market or hard market, it is important for insurance brokerage owners to have an idea of what their business is worth. A lack of knowledge regarding the value of your business could be costly. Opportunities for successful liquidity events may be missed or estate planning could be incorrectly implemented based on misunderstandings about value. In addition, understanding how insurance agencies and brokerages are actually valued may help you understand how to grow the value of your business and maximize your return when it comes time to sell. The purpose of this whitepaper is to provide an informative overview regarding the valuation of insurance brokerages and agencies.

Download at http://mer.cr/wp-insnc

Page 80: Mercer Capital's Valuing Insurance Agencies

Mercer Capital’s Insurance Services

Mercer Capital provides the insurance industry with corporate valuation, financial reporting, transaction advisory, and related services.

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Industry Segments Mercer Capital actively serves the following industry segments:

•  Agencies •  Independent agencies and brokerages •  Bank-owned agencies •  Retail, wholesale, and MGAs

•  Underwriters •  P&C, life & health, and managed care •  Reinsurance •  Captives and risk retention groups

•  Services •  Third-party administrators •  Claims adjusters and other service

providers •  Financial sponsors and industry lending

platforms

Mercer Capital Experience •  Nationwide client base •  Agency clients include single office agencies,

public brokers, and private equity backed firms •  Underwriter clients range from monoline privates

to publicly traded multi-line carriers

Insurance Team

Lucas M. Parris, CFA, ASA [email protected] 901.685.2120

Travis W. Harms, CFA, CPA/ABV [email protected] 901.685.2120

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About Mercer Capital Mercer Capital is a national business valuation and financial advisory firm.

We offer a broad range of services, including corporate valuation, financial institution valuation, financial reporting valuation, gift and estate tax valuation, M&A advisory, fairness opinions, ESOP and ERISA valuation services, and litigation and expert testimony consulting.

We have provided thousands of valuation opinions for corporations of all sizes in a wide variety of industries. Our valuation opinions are well-reasoned and thoroughly documented, providing critical support for any potential engagement.

Our work has been reviewed and accepted by the major agencies of the federal government charged with regulating business transactions, as well as the largest accounting and law firms in the nation in connection with engagements involving their clients.

For over thirty years, Mercer Capital has been bringing uncommon professionalism, intellectual rigor, technical expertise, and superior client service to a broad range of public and private companies and financial institutions located throughout the world. Feel confident in our experience and expertise.

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Mercer Capital | www.mercercapital.com

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Mercer Capital’s Core Services Valuation & Financial Opinions

•  Litigation Related Expert Witness Opinions •  Succession & Shareholder Planning •  Valuations for Corporate Tax Planning •  Valuations for Gift & Estate Tax Planning

•  Fairness Opinions •  ESOP & ERISA Advisory Services •  Bankruptcy Related Valuation Services

•  Valuations for Buy-Sell Agreements

Transaction Advisory Services

•  M&A and investment banking services •  Fairness Opinions

•  Buy-sell Agreements & Private Company Transactions

•  Strategic Assessments

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Mercer Capital | www.mercercapital.com

Litigation Support Services

•  Statutory Fair Value •  Business Damages & Lost Profits •  Valuation, Labor & Contract Disputes •  Family Law & Divorce

•  Tax Related Controversies •  Corporate Restructuring & Dissolution •  Initial Consultation & Analysis

•  Testimony & Trial Support

Financial Reporting Valuation Services

•  Purchase Price Allocation Services •  Impairment Testing Services

•  Portfolio Valuation Services •  Equity-Based Compensation Valuation Services