Some agency and brokerage owners who would like to be courted have not made their operations particularly attractive to buyers, experts say.
“I think the people who have the most to fear are the ones where the agency principle already has retired but is still working at the agency—they've retired in their minds,” said Bob Pettinicchi, the Farmington, Conn.-based executive vice president and chief lending officer of InsurBanc, a bank designed for insurance professionals.
“What's lost on a lot of agencies is that every business decision you make, it has to be made with the idea: Does this build value or destroy value?” he said.
Pettinicchi noted that agencies and brokerages risk losing their attractiveness to buyers by:
- Hiring or retaining weak producers
- Pulling money out of the company for unsound purposes, such as investing in real estate
- Establishing exorbitant compensation models.
Owners also now know, if they hadn't already, that “expenses can't be controlled as fast as revenue decreases,” said insurance industry consultant and investment banking advisor John Wicher, principal at John Wicher & Associates in San Francisco. “So they think long and hard about each new hire they make and how to avoid making that hire. They continue to be defensive.”
Potential sellers who are operating defensively do not understand that “most buyers won't pay for problems they have to fix,” such as unproductive personnel and unfavorable contractual relationships, Wicher said.
Buyers also do not want to be “the bad guy” by coming in and dealing with personnel issues, said Lou Caltavuturo, a partner with consultant Dowling Hales in New York. Potential sellers should “make the hard moves now” so they can offer buyers “a clean property.” In fact, owners “should do this whether they're selling or not,” he said.
But while an investment in proven producers might be necessary, updating systems with the latest in technology might be unnecessary, since buyers integrate acquisitions into their own systems, Wicher said. “If your systems are adequate, that investment may not make sense.”
But “a huge number” of agents and brokers are not as technologically sophisticated as they should be, which impacts their valuations, said Dowling Hales' Caltavuturo. For them, the investment would be worthwhile.
InsurBanc's Pettinicchi also noted that “probably half of the agencies in the United States don't have a Web presence…How are they going to attract the next generation of tech-savvy (insurance) buyers?” he asked.
Some older owners have waited too long to make a deal, said John Wepler, president of consultant Marsh, Berry & Co. of Willoughby, Ohio.
Many of those owners did not cut back on their lifestyles over the past several years as their revenues shrank but instead cut their business expenses and did not reinvest in their operations to grow revenue, Wepler said.
Now, “they're looking for the Hail Mary (play), but they're not the most desirable business,” he said.
Many buyers, such as Itasca, Ill.-based A.J. Gallagher & Co. and Atlanta-based Digital Benefit Advisors, are looking for long-term partners, not owners formulating an exit strategy that correlates with the typical three-year earn-out portion of a deal, consultants and representatives for those producers said.
In addition, the sale proceeds on the discounted valuations of those older owners' businesses would not be sufficient to carry them through retirement, so they will have to continue “to milk the cow,” Wepler said.
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