featurePreparing for the Future:The ins and outs <strong>of</strong> selling your agencyBy John McKenzieWhen the time comes to sellyour agency, the best approachis to be prepared.After meeting with the first potentialbuyer <strong>of</strong> my agency, I saw that it was difficultfor him to visualize the concepts <strong>of</strong>the income/expense/opportunity cycle. Iquickly learned that while I was an experiencedand successful insurance agent,I had absolutely no experience in sellingmy Allstate agency. It was clear thatI needed to develop a presentation thatwas easy for prospective buyers to followand understand.Since I only had one agency to sell, Iconcluded that I needed to become anexpert in sale presentation. I could not affordto “practice” on potential buyers. Seriousbuyers don’t come along every day,so each presentation had to count. Eachand every prospect needed and deservedto see an expert presentation on the specifics<strong>of</strong> my agency and I needed to devisea track to keep my presentations oncourse. What I decided to do was to developa three-ring, tabbed binder to helpkeep me focused when speaking with potentialbuyers. This was a great help, as Iwas able to stay focused on the conversationand avoid small talk during the presentation.Later, the information in thebinder became helpful for the accountantand attorney working with the buyer.I also decided it was best to avoid “chatterconversation” about the sale. Whenfellow agents casually inquired how thesale was going or if I had any <strong>of</strong>fers, Iwould ask if they were interested in buyingmy agency. If not, I would close thatconversation. In my opinion, the WW IIsaying, “loose lips sink ships” applies tothis process. Conversations should onlytake place with interested buyers and,until the contract is signed, no one elseshould be privy to the status <strong>of</strong> the sale,especially Allstate management.It took me two years to sell my agency.Over that period, I had nineteen solidprospects. One never knows where abuyer may come from. You should listthe agency for sale on all sites available,including www.napaausa.org and www.allstate.com. Some financial institutionswho lend money for agency purchasesmay have buyers who are interested.Other agents in your area may know <strong>of</strong>interested customers or family memberswho want to buy an agency. Yourown customers may be a referral sourceas well. In my case, my final buyer hadworked as a licensed sales producer foranother Allstate agency and wanted toown his own agency.The Tabbed Binder– What to Include• Three years <strong>of</strong> your IRS ScheduleC with your Social Security numberblacked out. The income and expensesfor your agency are detailed on this36 — <strong>Exclusivefocus</strong> <strong>Summer</strong> 2012
schedule. You can highlight those agencyexpenses such as entertainment, etc.which will not be a fixed agency expensefor the buyer. The buyer should subtractthese amounts from his/her cash flowanalysis. This information, includingyour Schedule C, will also be needed bythe buyer’s lender in order to underwritethe loan.• Current year-to-date CSRP Reportplus the year-end CSRP Reports fromthe two previous years.• Two years <strong>of</strong> your Agent ProgressReport.• List <strong>of</strong> all the companies that canbe written, including all the separate Allstatecompanies.• Detailed income and policy countsfrom NFIP, Northeast Agencies and anyother sources <strong>of</strong> policies that do not showup on CSRP• Zip code audit for number <strong>of</strong> policiesin each Zip code. A serious buyerwill want to know the areas where most<strong>of</strong> your policies are written.• Copy <strong>of</strong> current lease.• A listing <strong>of</strong> lenders, including contactinformation, who are willing to financeAllstate agency purchases.• It may also helpful to contact theunderwriter and discuss the sale <strong>of</strong> youragency before you have a buyer. You maybe able to send them your CSRP and requesta sample cash flow for a buyer.• Any other information about youragency that will help identify the potentialwithin the agency, such as policy andprocedure manuals, staff job descriptions,staff history and production levels, etc.• A complete audit <strong>of</strong> the entire book<strong>of</strong> business should be kept separately inthe event it is needed prior to closing.Suggested Departure ChecklistPr<strong>of</strong>essional AdvisorsBe sure to involve your accountant andattorney in this process prior to closingthe sale. The contract should establishthe allocation <strong>of</strong> the proceeds that willdetermine the appropriate reporting procedureson your tax returns.Extended Coverage E&O InsuranceAutomatic Extended Reporting Period.Your coverage ceases on the datethat your EA Agreement terminates.You then are entitled to an automaticone year period from the date <strong>of</strong> terminationto report any claims. For an additionalpremium, you can purchase anextension <strong>of</strong> your E&O coverage. Thisis sometimes referred to as an “E&OTail,” but is more properly called an ExtendedReporting Period policy. You caneither buy the five-year plan or the lifetimeplan. While the extended policy isnot mandatory, NAPAA highly recommendsthat sellers buy it. The limits forthe Extended Reporting policy will bethe same as the limits purchased in thelast policy period, so plan ahead. If youopt to purchase the extension, you mustsend a completed “ERP Election Form”with payment to CalSurance within 60days <strong>of</strong> the termination <strong>of</strong> your Allstateagreement. To contact Calsurance bytelephone, call (800) 745-7189.E&O Insurance cancellationYou may also want to notify CalSurance<strong>of</strong> your termination. This should be donein writing. Be sure to include the effectivedate <strong>of</strong> your termination and ask for arefund <strong>of</strong> the unearned premium <strong>of</strong> yourcurrent policy. We know <strong>of</strong> at least oneagent who successfully received a refundon his E&O policy, so it’s probably worthpursuing. To read his story, please see OneAgent’s E&O Experience in the fall 2008issue <strong>of</strong> <strong>Exclusivefocus</strong> magazine.Securities RegistrationYou should file form U5 to terminateyour registration. The AFS RegionalCoordinator should file this for you. Youwill then receive a letter from Allstateaccepting the termination and advisingthat you have two years to either movethe license to another firm or reinstate it.Dissolve your CorporationCheck with your state to determinethe requirements.Office SpaceIf you are leasing, contact the landlordto subcontract your lease. Obtain a letterfrom the landlord acknowledging transfer<strong>of</strong> lease to the new agency owner. Ifyou own the space, be sure to secure alease from your buyer.Customer filesMost states require that you maintaincustomer records for a minimum <strong>of</strong> threeyears. If you release your customer filesto your buyer, you may want to have himsign a release assuming responsibility,and granting your access to the recordsin the event the department <strong>of</strong> insurancerequests information from you.Your Allstate ContractYour contract expressly incorporatesseveral documents – “as they may beamended from time to time.” Access tothese documents is limited to “active”agents via the Allstate Gateway. We recommendthat agents save each <strong>of</strong> the followingPDF files from the Gateway toyour hard drive, flash drive or compactdisk for future reference: R3001 Supplement,R3001 EA Independent ContractorManual, R3001 Reference Guide,and the Allstate Agency Standards. Thiswill be your last opportunity to accessand preserve this part <strong>of</strong> your contract.In addition, if you do not have a copy <strong>of</strong>your signed, executed R3001 Agreement,we recommend that you contact HumanResources prior to your termination dateand ask for a copy. It is doubtful that itwould be given to you at some point inthe future if you were to need it. Ef<strong>Summer</strong> 2012 <strong>Exclusivefocus</strong> — 37