Brown & Brown, Inc. (BRO) Earnings Call Transcript & Summary

Good morning, and welcome to the Brown & Brown, Inc. Investor Relations 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, including those relating to the company's consummation and integration of the acquisition of the insurance operations of Quintes Holding B.V. 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. Such factors include items that the company may not have currently identified or quantified, and those risks and uncertainties identified from time to time in the company's reports filed with the Securities and Exchange Commission. Additional discussion of this 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. Information concerning non-GAAP financial measures 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. I would now like to turn the call over to Andy Watts. Please go ahead.

Thanks, Liz. Good morning, everyone, and thank you for joining our call today. I'm here with Barrett Brown, President of our Retail Segment; and Mike Bruce, CEO of Brown & Brown Europe. As a follow-up to our announcement last Monday regarding the pending acquisition of Quintes, we want to provide an overview of the business, key financial terms and some other thoughts. We're limiting the call to 30 minutes and have about 10 minutes of prepared comments, then we'll open the lines for questions. Now I'll turn it over to Mike, who will provide some additional details regarding the operations of the business. Mike, over to you, sir.

Thanks, Andy. Good morning, everyone. I'm on Slide 3 of the deck. Quintes was founded in 2012 by Gijsbert van de Nieuwegiessen and is headquartered in Waardenburg, Netherlands. The business operates via a broad hub-and-spoke model, with 18 locations across the Netherlands and integrated operating platforms. Like Brown & Brown, the business operates with a decentralized sales and service model with a focus on strong local relationships. Quintes operates primarily in retail broking and MGA and has a smaller pension business. The pension business is related to the placement and administration of corporate pension plans for employees, and they do not provide investment advice. Quintes has a wide range of offerings and specializations that include agriculture, motor or fleet coverage, accident, cyber and employee benefits. Gijsbert and team have built a very scalable distribution platform that primarily focuses on the small commercial and personal lines market. They have a great team of over 700 professionals. The team has also a strong acquisitions track record and has completed over 130 deals. Like Brown & Brown, they're very disciplined in their approach to acquisitions and corresponding integration. Overall, we are very excited about the cultural alignments, the team and market focus of the business. Now let me turn it over to Andy, who will provide some color around anticipated results, along with an overview of the transaction.

Thanks, Mike. We're over on Slide #4. We wanted to cover the key financial highlights and timing of the transactions. From a financial standpoint, we're projecting revenues for 2025 to be in the range of $110 million to $120 million, which reflects continued organic growth and M&A activity. For EBITDAC, we're projecting $37 million to $42 million in 2025, and anticipate the transaction will be accretive to adjusted diluted net earnings per share. From a funding perspective, the purchase price is just over $700 million, which will be funded through a combination of cash on hand as of the close, and then we'll leverage our revolver. We're anticipating that the transaction will close in the fourth quarter, as it is subject to regulatory approval in the Netherlands. Financially, we feel really good about the future growth prospects for the business and the returns that will be delivered over the coming years. With that, let me turn it back over to Barrett for closing comments.

Thanks, Andy. We've talked in the past about the key strategic criteria that are important to us when evaluating acquisitions outside the United States. The opportunity to have the Quintes team joined Brown & Brown provides great alignment within our collective strategic goals. As we went through the acquisition process, we were very impressed with the depth and strength of the management team. Gijsbert and his team will continue to lead and grow the business over the coming years. Gijsbert will be a part of the European leadership team and will report directly to Mike Bruce. We have expectation that the current team of 700-plus will continue to grow over the coming years, both organically and through the M&A process. We really like their broad geographic sales, service and operating model in the Netherlands. They operate very similar to how we do in the United Kingdom and in Ireland. They also have a very diverse client base and a solid retention. Gijsbert has developed a very strong and proven acquisition strategy that leverages their hub-and-spoke model in order to utilize and expand their collective capabilities, again, much like we do in other markets in which we operate. We view this as a growth area, and we have the capacity and ability to effectuate our collective game plan in the region by enhancing our capabilities through the power of fleet. As Andy mentioned, the business has a strong financial profile with robust long-term growth potential. We are very excited to have Gijsbert and the entire Quintes team joined Brown & Brown. With that, we'll now turn it over to Q&A for the remaining time. Liz, if you'll explain to everyone how to submit questions, we would appreciate it.

[Operator Instructions] Your first question comes from the line of Mike Zaremski with BMO.

I guess, maybe you could just elaborate on 130 deals. So it looks like it's done a lot of very small million dollar deals. So maybe you can just talk about what the company's organic growth -- historical growth rate has been versus how much has come from M&A.? It seems like most of it's come from M&A. And on a go-forward basis, on the same conversation, do you expect the M&A opportunities to be kind of similar at the same cadence? Or now is there the opportunity for this property to roll up larger properties given Brown's balance sheet?

Thanks for the question. So as we talked a little bit about our collective growth goals, so they have a long history of finding cultural matches within the communities that they serve across the Netherlands, just like the Brown & Brown historical view and geographies that we serve. We expect that to continue. And certainly, like it does in other markets, as an example in the U.K., when we find cultural matches with businesses and leaders, dialogue continues and opportunities create themselves. So there is no single profile that we're focused on. We look for good businesses that are cultural match that can join our thought process and what we want to execute on the Netherlands in the future.

Okay. Got it. So we're going to assume that most of the growth has come from M&A. And just curious on the EBITDA margin...

No, no. I would -- I thought the question was more on acquisition. They have a history of acquisition and organic growth just like very similar to Brown & Brown model. So we expect that to continue.

Okay. Got it. And maybe just lastly on -- is this a typical EBITDAC margin for property in Europe? Obviously, you guys are giving guidance on it, so you feel good about it. But is this kind of the right EBITDAC margin for this business longer term? Any comments there?

Yes, I'll take -- Mike, I'll take that one. I think when we look at the business in the Netherlands in comparison to other similar businesses, I think it's kind of right in the range of kind of how we expect them to what operate. That may go up and down over time based upon level of investments that we're doing and how the business grows. But we feel really good about the team that's been put together and the profile of the business and the outlook.

Okay. And just lastly, so is this business going to be kind of run separately? They're going to be kind of doing their own thing? Or is it going to be integrated into the broader European operations? That is my last question.

Yes, good question, yes. Yes, certainly, it's part of the European framework. We've already identified, if you'll like, an integration team from various disciplines in Europe. We'll be engaging very early doors with Gijsbert's and colleagues. So very much part of the M&A team of the European infrastructure, reflecting, of course, slightly different regulation, et cetera, but the overall framework is going to be part of the European business.

[Operator Instructions] Your next question comes from the line of Elyse Greenspan with Wells Fargo.

My first question, you guys provided financials and the estimated revenue for '25. Can you give us a sense of where the revenue sits today? And then within that $110 million to $120 million guide, over, I guess, the next year, 1.5 years to the end of '25, what are you assuming is kind of annual organic revenue growth versus contribution from M&A?

Yes. So Elyse, it's Andy here. Yes, we're not given what the numbers are for '23 and '24 because we've got a partial ownership with us. That's why we want to just give '25 as a good benchmark for next year. So probably just easiest just to work from those numbers because that will be a full year because again, we'll close the transaction sometime in the fourth quarter for the business. And then it will be a combination of M&A activity as well as organic. Again, I'm not going to see much organic next year because of closing the transaction late in the year.

And then I'm assuming that this all sits within the retail segment. Just want to confirm that, that's correct thinking. And then for the margin, given the numbers that you described -- that you outlined, right, it's kind of like a low to mid-30s margin, right? So I guess it could be a little bit accretive relative to where the retail segment is today. Is that the right way to think that like you would expect kind of this business to continue to run in this kind of low to mid-30s margin and then it all goes in retail?

Yes. I can cover that one, guys. So yes, it's going to go in retail for external reporting as well as internal. And then the margin ranges are kind of what we had in the deck again. They can go up and down a little bit back and forth, but that range is probably pretty good.

And is there an earn-out associated with the deal?

No.

And there are no further questions at this time. Apologies, someone queued. Your question comes from the line of Mike Zaremski with BMO.

I just assume there were more people in the queue, so August morning. I guess just my only follow-up is, why there isn't an earn-out to the response to Elyse's question, is that not typical?

Yes, Mike. Let me take that and then Barrett or Mike add into it. I think, Mike Zaremski, when in looking at transactions in the Netherlands, there are specific requirements or regulations regarding compensation, incentives and earn-outs and so it was -- and this transaction was easier just to not have the earn-out.

And your next question comes from the line of Rob Cox with Goldman Sachs.

Can you talk about the broking market environment in the Netherlands for a little bit?

It's Brown. Thanks for the question. It's very similar to the U.K. and Ireland and big sections of the United States. So as you look at small and middle market businesses, those are the businesses that really dominate the landscape in the country, not unlike the U.K. or Ireland or the United States from a numbers perspective, and so their team and their format and how they interact with customers is very similar to ours, and it's very well proven. So traditional annual renewal cycles for most lines of coverage, teams to support service and operate the customers as needed and then sections of the team that are focused on high retention and focused also on creating new business opportunities by finding new customers and onboarding.

Okay. And then as a follow-up, is it fair to assume that this business is primarily commission-based? And curious how the contingent commission profile of the businesses?

So good commentary, Rob, you can expect this to be mostly commission-based. That's very typical there and for the customer profile. You've got a combination of things as it relates to contingents, as Andy mentioned earlier, around some of the rules and regulations in the Netherlands. The Dutch insurers, as of right now, contingent profiles are not included in the overall plan. That's a country-specific model, although there's discussions in the future of that continuing to moderate and change. It's not always like that. That changed 10 years ago. So as of right now, that's how it stands, but the future is open for consideration and change.

Your next question comes from the line of Charles Lederer with Citigroup.

Are there any synergies between this business and the Kentro acquisition?

Mike, do you want to take that one or Barrett, whichever one?

Maybe I go ahead, Sir. Kentro in the Netherlands transacts from an underwriting perspective trade credit business. So there may be some, but they're not huge. Kentro typically focuses on providing solutions for larger customers than the smaller SMEs that we have in the U.K. and Ireland and now the Netherlands. So there will be some, but it's not a core part of the plan going forward.

Got it. And then I guess, I don't think you mentioned this, but can you talk about the historical organic growth maybe for broking versus MGA versus pension for Quintes?

Yes. It's -- again, as mentioned earlier, the organic growth is -- we don't break that by segment, and it's broadly in line with the organic growth we've seen in similar retail businesses across the Brown & Brown platform.

Your final question comes from the line of Scott Heleniak with RBC Capital Markets.

Yes. Just wondered if you could give some context, the size of Quintes in Netherlands. I'm assuming it's top 10 largest broker, is it -- or top 20? Is it top 10? Or how does it compare in size to the others in Netherlands?

Yes. Great question. So it would be a top 5 in broker within the Netherlands with a long track record like we talked about, in that the communities that they serve across the Netherlands. They have a nice platform.

Okay. Great. And then is there any particular industry focus? I know you mentioned the SME market, but was -- is there any industries, where Quintes is really known for in that marketplace within SME, any industry subsectors?

Yes, it's Mike. Good question. We touched on a few of those earlier. I guess one of the key segments that they're very strong on reflecting the Netherlands is agriculture. But as in the U.K. and Ireland, it's a very broad platform, touches every trade, every sector in the Netherlands in the SME world. So agriculture is probably the largest one to call out, but it is a generalist broker with specific solutions in some sectors.

I will now turn the call back over to Andy Watts for closing remarks.

Okay. Thank you, Liz. Appreciate everybody joining the call today. And as we mentioned, we're really excited about the opportunity to have Gijsbert and all of his team join the Brown & Brown team and look forward to growing the business over the coming years. Everybody, have a wonderful day, and thank you very much.

Thank you.

Ladies and gentlemen that concludes today's call. Thank you all for joining. You may now disconnect.