Brown & Brown (Europe) Limited (BRO) Earnings Call Transcript & Summary

Good morning, and welcome to the Brown & Brown, Inc., conference call. Today's call is being recorded. Please note that certain information discussed during this call, including information contained in the slide presentation posted in connection with this call and including answers given in response to your questions, may relate to future results and events or otherwise be forward-looking in nature. Such statements reflect our current views with respect to future events and are intended to fall within the safe harbor provisions of the securities laws. Actual results or events in the future are subject to a number of risks and uncertainties and may differ materially from those currently anticipated or desired or referenced in any forward-looking statements made as a result of a number of factors. This may include factors that the company may not have currently identified or quantified, along with those risks and uncertainties identified from time to time in the company's reports filed with the Securities and Exchange Commission. Additional discussion of these and other factors affecting the company's business and prospects as well as additional information regarding forward-looking statements is contained in the slide presentation posted in connection with this call and in the company's filings with the Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition, there are certain non-GAAP financial measures used in this conference call. A reconciliation of any non-GAAP financial measures to the most comparable GAAP financial measure can be found in the investor presentation for this call on the company's website at www.bbinsurance.com by clicking on Investor Relations and then Calendar of Events. With that said, I will now turn the call over to Powell Brown, President and Chief Executive Officer. You may begin.

Thank you, Anita. Good morning, everyone, and thanks for joining us on our call today. We have some exciting news to discuss with you regarding 3 recently announced acquisitions. The most current and largest was last evening when we announced the acquisition of GRP, Global Risk Partners. I'd like to start on Page 5, and I'm just going to touch on several points. As you all are aware, we're very pleased with our results last year. We eclipsed over $3 billion in revenue and over $1 billion of EBITDAC, most importantly, growing 10.4% and having margins of 33.5%. We, as you know, execute and continue to seek out businesses that fit culturally and make sense financially. That's the basis of our disciplined M&A strategy. Starting with the announcement last night, Global Risk Partners is a highly diversified brokerage platform in the U.K., Northern Ireland, Republic of Ireland with Retail, Wholesale, MGA, MGU and Network divisions. Orchid Underwriters is a leading MGU primarily focused on U.S.-based risks in coastal areas, so high-value personal lines and a commercial facility through CrossCover, which we'll talk about a little later. And then BdB, which was announced several weeks ago, which is a specialist wholesaler, primarily serving certain countries within Western Europe. We as an organization have and will continue to have a conservative view on debt. We are expecting to raise approximately $2 billion through bond issuance in the near to intermediate term, and we will pay for some of this with cash on hand. We are also committed to maintaining an investment-grade rating in our bonds. If you go to Page 6, I think there's really 2 things that I'd like to really stress on this slide to everyone. Number one, over the last 5 years, we have grown our business, both organically and through acquisitions, so organic profitable growth. And we've maintained industry-leading margins and cash flow conversion. Something that we're very, very proud of, and most importantly, we use that to reinvest in our business. And one of the reasons we're different is over 22% of our company is owned by teammates. So there's truly an ownership culture in our company. We know that over 65% of all teammates own shares in Brown & Brown. So there is great alignment as -- when we talk about stakeholders between teammates, customers, carrier partners and shareholders. And so we are very pleased with the growth in the share price for all of our teammates and all of our shareholders out there. If you please go then to Page 7, I'd like to point out that we've done about 580 acquisitions since 1993. Some large, some small, but they've all added up, and we always seek to find firms that fit culturally and make sense financially. I'd like to point out several of the larger acquisitions and their relative size to the overall organization when we did them. I'd point out first, Arrowhead at $108 million when we were just over $1 billion in revenue. Beecher Carlson at $106 million. We also acquired Wright at $120 million. And then when we crossed the $2 billion threshold, we announced the acquisition of the Hays Group at $221 million. So we're very pleased with those acquisitions combined with all the others that we've done, investments in people and organizations in our past. And we look forward to these 3, subject to approval by the regulatory bodies in their respective countries, to come and be part of our team. I'd like to go now to Page 8. You heard me talk about stakeholders, and I referenced those as teammates, customers, carrier partners and shareholders. And we're trying to drive value for all of those over the long term. And we are always talking to people all over the place about their businesses because we don't know when they decide to sell their business. We've had a lot of our senior leaders involved in this for a number of months, and we're very excited to have them working directly with the teams that will be joining us. We have a very disciplined approach. The most important is actually cultural fit. We can't say that enough. We spend an inordinate amount of time with people to understand who they are, what they're like beyond work. We talk a lot about our operating philosophies and if they are consistent with theirs. We look for organizations that will be, one, either additive to something we already do, complementary or expand capabilities that we -- or create capabilities we don't already have. So we look for organizations that are performance-based like we are. We think of ourselves as an athletic team, and that's no different with these 3 new partners that will be joining us. I'd like to go to Page 9. In most of our acquisitions, we have obviously a minimum and a maximum purchase price, which is usually over a 1- to 3-year period. There's an agreed upon baseline and projected pro forma. And we incent desired performance with teammates and, in the case of England, colleagues for the long term and drive wealth creation for teammates over that long-term period, which is aligned with how we think about our business. As you can see from the chart below, the acquisition space is choppy. Some years, we do a number of them, either in total number or in total revenue; in some years, we don't. But the most important thing is cultural fit and being good stewards of the cash that we generate on an annual basis and redeploying that into the business. I'd like you to go to Page 10 now, and I wanted to talk briefly about kind of how we think about this and our acquisition strategy in the past and going forward. Our strategy is generally focused on geographies that are larger; generally English speaking; they have a rule of law; they have stable governments and stable economies. These are the primary markets that will more than likely continue to expand in over the years to come. We are also building our capabilities within and across all of our divisions in these strategic geographies. So we are using a disciplined approach to our global expansion. As you may remember, we bought a business in Vancouver, British Columbia in 2020 called Special Risk. We bought a business in January '21, which was the largest privately owned retail broker in Ireland, in O'Leary. And now we're having GRP and BdB, which operate in the U.K., Ireland and other parts of Europe. I'd like to just touch briefly on each one of the acquisitions, if you go to Page 11. GRP has a very similar operating approach to their business as Brown & Brown. Mike Bruce and their senior leadership team have done an excellent job of getting very talented leaders and organizations together in which they've invested in over a 9-year period. They have over 2,100 colleagues. They use the term colleagues here, which I think is great and that would be synonymous with our teammates back in the States. I mean actually, I meant to say here in London, meaning teammates, customers and carrier partners, as Andy is back in the global headquarters in the large city of the DAB, Daytona Beach, which we're very pleased to be there. So this business is $340 million of revenue. Margins are very similar to Brown & Brown. And they have a proven track record of acquiring and being successful in integrating very high-quality businesses that fit culturally. I'd like you to go to now to Page 12, talk a little bit about Orchid. It's an MGU which is led by Steve Carlsen, Kathy Cody and Ross Bowie. They have 170 teammates, actually $65 million of annual revenue, headquartered in Vero Beach with a big business in Tampa and in Houston. They specialize in high net worth, multi-peril personal lines all over the country but primarily in coastal communities. And they also have a business that is started up by a very talented leader, Scott Hanson, called CrossCover, which writes excess and surplus lines property. He's based in Houston. So we're very pleased that Orchid will be joining our organization. And I would say, to the interest to the group, that Steve Carlsen has a very long history in the reinsurance world. He founded a small company called Endurance Re with a partner in Bermuda. So he has a deep knowledge in cat-exposed risks. We're excited for Steve and Kathy and Ross and the rest of the team to be joining in the fine state of Florida and Texas. Let's now go to Page 13 and talk about BdB, which is a business which is led by Silvestro de Besi and Pierluigi Pezone. And they have -- they are the largest producer of Italian business into Lloyd's in this marketplace. They also are a very large producer of property business out of France into Lloyd's. They have 75 teammates, and we will have 7 teammates upon the completion, approval by the FCA in Milan, Italy. And we will have 7 teammates, 5 in Milan, 7 in Brussels. It's $20 million of annual revenue. They got good organic growth and great long-standing client relationships and good margins. With that, I'd like to turn it over to Andy to talk to you a little bit about -- a little bit more about the financing and our numbers.

Okay. There we go. Hopefully, everybody can hear us. Good morning, everybody. Thanks, Powell. We're going to be over on to Slide #14. And what we thought we'd do is just give a little bit of history as to where we've come in and where we're going as an organization. In 2011, we were substantially a U.S.-based only organization. And through the acquisitions that Powell talked about earlier, we started to build out our global footprint with the acquisitions of Special Risk and O'Leary and had about 3% of our revenues outside the United States. When we look at post these transactions, for 2021, we would end up having about 12% to 13% of our revenues generated outside of the United States. We will continue to focus on having a very disciplined approach to how we've expanded internationally. We want to make sure that we're focused on the right markets to help diversify our business and enhance all of our capabilities, ultimately, for the benefit of our customers. While we've grown materially, one of the things that you may find interesting is even over time and with the addition of these 3 acquisitions, the relative weighting in each of our segments will be very consistent to what you saw on the earlier slide. If you move over to Page #15, we want to highlight some of the key transaction items. Let's first start with revenues. We're going to talk about the next 12 months. And our definition of the next 12 months is the period from July 1, 2022, through June 30, 2023. We've utilized that as we're anticipating that we should receive regulatory approval on all the transactions by early the third quarter of this year. So from a revenue standpoint, we would anticipate, for the next 12-month period, that we would deliver revenue somewhere in the range of $413 million to $437 million. From an adjusted EBITDAC standpoint, which excludes some of our onetime items associated with the transaction, is we would anticipate delivering adjusted EBITDAC in the range of $144 million to $157 million. Again, this is over our defined period in the next 12 months. The businesses should grow in line with the segments in which they will operate, so pretty similar, as well as the margins for each of the businesses are also very similar to the margins that we see in their applicable segments. From a purchase price standpoint, we are anticipating to pay about $2.5 billion in aggregate for all 3 of the transactions. And then from a financing standpoint, we'll be looking to pay about $2 billion in newly issued debt with the residual coming out of the cash on hand that we have. From a debt standpoint, we're anticipating to raise about $1.5 billion of fixed rate debt in the unsecured bond market. And then we will also be issuing a new floating rate term loan in the range of about $500 million. Powell mentioned earlier, but we continue to remain very committed to our investment-grade rating, something that we're extremely, extremely proud of. And we always want to make sure that we continue to have flexibility so that we can thoughtfully allocate our capital back into the organization as well as acquire great companies such as these 3. From an earnings standpoint, on an as reported basis in the next 12 months, we would anticipate our as reported earnings per share to be a negative $0.01 to negative $0.04. When we adjust out for nonrecurring acquisition and integration costs over the next 12 months, we would anticipate our expected diluted net income per share on -- again, on an adjusted basis, to be in the range of $0.03 to $0.06. We do have regulatory approval that will be required here in the U.S. as well as in the U.K. And we mentioned earlier, we would anticipate, if everything goes according to plan, that we'll close all these transactions by early the third quarter of this year. We're over on to Page #16. We just want to talk a little bit about our financial policy and our liquidity profile. One of the things that we've done as an organization is we've been committed to maintaining low leverage, ensuring that we deliver industry-leading margins, a very high level of cash flow conversion and our investment-grade ratings. We think this is reflective of the quality organization that we've built over many, many decades. We continue to make sure that we've got a very flexible financial policy that really allows us to continue to fuel the growth in our organization, both historically as well as into the future. From a leverage standpoint, we think about a net debt-to-EBITDAC ratio in the range of 0 to 2.5x and a total debt in the range of 0 to 3x. And with these transactions, we think that we will be right within our ranges. From an available capital standpoint, we really think about allocating across 4 primary areas. First and foremost is how we invest in our company internally, that's to all of our teammates as well as internal innovation; acquisitions that we continue to do over time; dividends; and then share repurchases. And ultimately, our goal is to try to balance all of our capital allocation to hopefully obtain the best returns and managing those with the appropriate risk. From a liquidity standpoint, liquidity profile, we ended the year on a very, very strong position. We delivered over $940 million of cash flow from operations last year, and we grew at over 30%. From a cash standpoint, we had just shy of $890 million of cash on hand at 12/31. Over $600 million of that is Brown & Brown cash. From access to additional capital, we do have an $800 million revolving credit facility as well as we have expansion capabilities of up to $650 million. And then within our credit agreements, we have the ability to go up to 3.25x on a net debt outstanding to EBITDAC, which again we don't view that we'll have any challenges on that front. Next, moving over to Page 17, to talk a little bit about our leverage and maturity profile. We mentioned earlier about -- we take a very conservative approach to how we run the organization, the leverage that we put on our balance sheet. We've got a proven track record of modestly improving or modestly increasing our leverage at the time of certain acquisitions. If you look back to 2014, that was the acquisition of the Wright Insurance Group. And then what occurred over the following years was a continued delevering through natural growth of the organization and paying down our debt. Then in 2018 was the acquisition of Hays Group, again, modestly increasing our leverage and then continuing to come back down over time. And so you'll see that our leverage will go up and down. But generally, as an organization, we are going to normally operate on the mid to lower part of our range because we're conservative in nature. From a maturity ladder standpoint, we spend a lot of time to try to build out a ladder that gives us a lot of flexibility but also reduces the risk of having any large maturities come up in any 1 calendar year as well as also reduce any potential credit risk that we may have that's out there. As we think about terming out the debt associated with these transactions, we think we've got a very, very balanced ladder. It has a lot of windows for us in which to be able to place the debt, and we feel very, very good about where we are as an organization financially and to be able to continue to invest in the organization. With that, let me turn it back over to Powell for closing comments.

Thank you, Andy. We are very excited, as I said earlier, to have these 3 organizations joining Brown & Brown. They obviously have broad capabilities. They have good growth outlook, good margins and robust cash generation profiles. This obviously expands our global capabilities. Their business at GRP is very similar to the Brown & Brown business, the small to middle market with larger account capabilities as well. We believe that we can continue to grow nicely organically and via acquisitions through these 3 businesses and our core business. As I said, we're going to have about 2,400 new teammates that will join the organization, which would put our total number of teammates at the time around roughly 14,500 by 7/1 of '22. And as Andy said, we expect this to close on or around July 1 of this summer. So with that, let me turn it back over to Anita for the Q&A session.

[Operator Instructions] We'll take our first question from Mike Zaremski with Wolfe Research.

This is Charlie on for Mike. I guess to start, can you talk about GRP's cash flow profile and its cash flow conversion profile and how that compares to the rest of Brown & Brown and whether GRP's historical M&A track record will change at all as part of Brown & Brown?

Charlie, it's Andy here. The cash -- I mentioned earlier, the margin profile on the business is actually very similar to what we see in the segments in which they'll operate. They have and the business has been very, very well run for many years. Their cash conversion actually looks very similar to what we see as an organization. From an acquisition standpoint, and Powell mentioned this earlier, they have an outstanding team and very, very disciplined in the way in which they go about acquisitions, which is, again, something very similar to what we have with the team here in the United States. We anticipate continuing to do acquisitions over time and further investing in that business, as long as we find the right businesses that make sense culturally and financially.

Great. And then secondly, in the past, you had talked about international operations not necessarily being something you were seeking. Has the outlook changed at all? And do you have kind of like a goal for geographic mix?

So Charlie, we usually don't talk about acquisitions much until we have them signed. So we've been looking in the British Isles for some time. And as evidenced by the fact that we closed the O'Leary deal last year and we bought a business in Canada a year before, and it fits -- these 2 areas fit the criteria that I referenced earlier. But there's no threshold of we want to acquire X amount of revenue in a geography. The answer is we stick to the same thing that got us to where we are, which is businesses that fit culturally and make sense financially. So we may do a number of acquisitions in those 2 geographies, in Canada and the British Isles, or we may do very little over a period of time. But we are seeking to continue to do acquisitions through GRP and anticipate that there will be additional opportunities for us to do.

Charlie, Andy here. Charlie, you just made a mention, I wanted to clarify on something. You said that we had said in the past we were potentially not interested in the international markets. I don't think that's what we've said in the past. We said that with the definition of the markets that we're looking at, that would be -- and which we mentioned on the earlier slide, that would be how we would strategically think about the appropriate markets outside of the United States. So we try to be very, very consistent in how we talk about it.

Got it. Sorry about that. Congrats on the deal guys.

We'll now take our next question from Elyse Greenspan with Wells Fargo.

My first question, so we're obviously in a period of some more global uncertainty given what's going on in Russia and the Ukraine. So just curious, I know it probably takes a while for a deal of this size to come together, but how that kind of weighed in just given the uncertain environment internationally and how that kind of weighed in, how on your decision when you guys were getting close to finalizing this transaction.

Sure. So there, we don't do business that I'm aware of in either the Ukraine or Russia. We also understand that the potential impact of Russia's involvement in Ukraine can be significant beyond that, so we are very mindful of it. Having said that, we also believe that we are in a great business, and the brokerage business is a wonderful business for a number of reasons. And here in the British Isles, we think that there continues to be good opportunities to acquire businesses and grow organically. So does it -- anytime you have any kind of conflict anywhere internationally, it's on our screen. Any time you have something in Europe, it's more on our screen and how could that impact our business. But having said that, we think this is a great business now and long term. And we hope that the conflict in Ukraine will be resolved sooner than later, but hope and prayer is not a good business strategy. So we're going to be prepared that, that could go on for a while and impact supply chains and gas prices and all kinds of other things, but we're going to continue to sell and service insurance.

Okay. And then when you guys went through kind of your leverage thoughts right, after you issue the debt here, you'll be kind of in line with the high end of your target. So depending upon the M&A pipeline for other deals, do you think that, that would come from cash on hand and then potentially issuing equity? How should we think about just financing for future deals away from this depending upon how the pipeline materializes?

Elyse, Andy here. We mentioned earlier in our commentary the amount of cash that we generate as an organization in last year was over $940 million. And we would anticipate that it should be higher than that in 2022. Depending upon our level of acquisition activity during the year, and if you look back over time, we'll have years where we're a net issuer of debt. We also have years where we have excess cash generation that's not deployed over time. And so we think we're in a very, very good position as an organization to be able to continue to invest in the business in a disciplined manner with the cash that we generate as well as continue to be able to pay down our leverage over time. And part of that is just through natural growth that's out there. But we would not anticipate that this is putting us on the sidelines or anything around transactions. We'll be continuing to look for great companies to join the Brown & Brown team, and we've got plenty of cash that's out there that we would generate as a company.

I also -- if I could interject one other thing, Elyse. Our thoughts and prayers go out to the people in Ukraine under this very difficult situation. So we may sell insurance, but we surely feel for the folks that are in this terrible conflict.

One last quick one. Andy, I think you said the margins here are close to where like the segments are running, that they'll go into. But it does seem like the EBITDAC margin is just a little bit over 35%, so it is a little bit better than where you guys were running. So is the target that these businesses will come on at the margins that they were running at before, so it seems like it could be a little bit accretive to Brown & Brown's overall EBITDAC margin?

Yes. I think with the ranges that we gave inside here for the EBITDAC that we're anticipating generating over the next 12 months, we think that would be reflective of the margins for the businesses. We have added some additional investment inside of them maybe versus where they were in the past as well as some stock-based compensation to incentivize all of our new teammates for performance. But no, we feel really good with the ranges where they are.

[Operator Instructions] We'll now take our next question from Derek Han with KBW.

I just wanted to stay on the topic of dissynergies for the adjusted EBITDAC expectations. Are you anticipating any significant distractions or possibly defections given that this is your largest M&A deal yet and the fact that the deal is based out of U.K., whereas you were previously more domestic focused?

No. I'm not trying to be funny, but no, we don't anticipate that because of the organization that Mike Bruce and his team have assembled. They have a very strong culture like ours. And we believe that they are set up for good future organic growth and alignment with our model, which is wealth creation for all teammates, where they can participate through stock ownership in our organization. So we think it's a good opportunity. And no, we do not think that, that is -- it's possible that can happen, but we don't anticipate that and look forward to growing the business.

Derek, it would be extremely, extremely unusual that we would acquire a company if we thought there was a significant risk of a lot of people leaving on the back end. So that would say there was a cultural mismatch, that we would just not do that. So that's why we spent so much time getting to know all the leaders through the organization and making sure there's alignment because it's a people business. We need the people that are here. We want to keep them on board. If you look back to our track record, we lose very, very few people through our acquisitions.

Got it. That's helpful. And obviously, you've had successful M&A in the past. Just staying on the topic of organic growth, it looks like GRP has consistently grown over time through the roll-up strategy. Does that change your growth strategy at all kind of focusing on the GRP business?

Let me answer that. First of all, they have grown organically and through acquisitions of organizations that fit culturally. So remember, and I know you know this, Derek, we are not a consolidator. We are an operator of businesses that grow organically and profitably, and we do acquisitions. We are a forever company in which 22% of the company is owned by teammates. That is unlike any other public broker that I'm aware of. And so the alignment is different. There is very good alignment at GRP. So they will continue to do acquisitions, which is we will continue to do acquisitions through them. They will continue to grow their business organically, because they have a history of that, and profitably where we can reinvest the business there. So please don't -- I may have misunderstood the way you asked the question. But if you thought it was just an acquisition play, I'd like to correct that. It is absolutely not. They absolutely grow their business organically nicely and through acquisition. So we're very pleased with that and what that looks like going forward.

[indiscernible] that it's kind of different from your organic growth strategy?

I'm sorry, I couldn't hear the first part, Derek. What did you say?

Sorry, I was more focused that you weren't -- I wasn't talking about the fact that you guys could grow through roll-ups, but it's kind of different from the way that you typically grow the business organically. So that's why I wanted to ask.

Yes. No, I don't want you to -- I want to make sure that you're clear. They have a history of organic growth that would be consistent with ours, and they happen to have done a number of acquisitions. So it's not just an acquisition strategy here. So again, back to what Andy and I have been talking about, culturally, there are similarities. So I wouldn't want you to think that way.

Understood.

Yes. And then, Derek, you mentioned one other thing. I just want to make sure we clarify is you've made the comment about dissynergies. And again, we don't have specific dissynergies put into the model because, again, that's just not something that we -- how we would approach it. But I do want to clarify from a onetime item, and maybe that's what you were asking about, and we mentioned on the adjusted side is we would anticipate, over the next 12 months, that we will incur somewhere in the range of $22.5 million to $25 million of acquisition or integration-related costs. And those will kind of fall out over the coming quarters. And then we will also have some costs in 2023. We're still sizing that up, but that's probably in the ballpark of around $5 million to $10 million in the back end of '23. So at least gives you an idea as to kind of how we're thinking about onetime costs, and we want to break those out. So we give everybody a really good idea of how the business is performing ex those.

There are no further questions at this time.

Okay. Well, thank you all for joining, and we look forward to talking to you after our first quarter -- on our first quarter results call. Good day and good luck.

Thank you.

This concludes today's call. Thank you for your participation. You may now disconnect.