31.07.2008 19:57:00
|
CORRECTING and REPLACING Hilb Rogal & Hobbs Company Reports Results for 2008 Second Quarter
In the release dated July 30, 2008, the Consolidated Balance
Sheet should read: June 30, 2008/December 31, 2007 (sted June 30,
2007/December 31, 2008). The corrected Consolidated Balance Sheet is
included in the corrected version of the release below.
The corrected release reads:
HILB ROGAL & HOBBS COMPANY REPORTS RESULTS FOR 2008 SECOND QUARTER
Hilb Rogal & Hobbs Company (NYSE:HRH), one of the world’s
largest insurance and risk management intermediaries, today reported
financial results for the second quarter and six months ended June 30,
2008. On June 8, 2008, HRH and Willis Group Holdings Limited (Willis)
announced a definitive agreement providing for the merger of HRH and a
wholly-owned subsidiary of Willis. Under the terms of the agreement, if
the merger is completed, all of the outstanding shares of HRH common
stock will be converted into the right to receive cash, Willis common
stock or a combination of cash and stock. The transaction, which is
expected to close in the fourth quarter of 2008, is subject to customary
closing conditions, including HRH shareholder approval.
Net income for the second quarter 2008 reflected a non-cash $18.4
million ($0.51 per share) intangible asset impairment charge related to
HRH Reinsurance Brokers Limited, a London-based reinsurance subsidiary,
as a result of the departure of certain key producers prior to the
HRH/Willis merger announcement who were responsible for a significant
portion of the operation’s revenue. Subsequent
to the end of the second quarter, the company entered into a revenue
sharing agreement with Willis to retain the subsidiary’s
clients. This operation, which was acquired in 2003 prior to the 2007
acquisition of Glencairn Group Limited, represents less than 0.8% of the
company’s revenues and less than 1.4% of the
company’s operating profit for the
twelve-month period ended June 30, 2008.
Net income for the second quarter decreased to $1.1 million, or $0.03
per share, compared with $22.2 million, or $0.60 per share, for the same
2007 period. Operating net income decreased to $1.5 million, or $0.04
per share, compared with $22.2 million, or $0.60 per share, for the 2007
second quarter. The second quarter operating net income plus
amortization and the intangible asset impairment charge increased on a
per share basis by 5.1% from $0.79 per share to $0.83 per share. The
operating margin for the 2008 second quarter decreased to 22.7% from
24.6% for the 2007 second quarter.
For the quarter, the continued sharp decline in property and casualty
premium rates and the aforementioned intangible asset impairment charge
significantly influenced financial results. In addition, the operating
earnings per share comparison for the quarter was affected by the
dilutive impact from the acquisition of Banc of America Corporate
Insurance Agency, LLC (BACIA) ($0.04) and increased professional and
claims fees ($0.04), the latter in part related to a legal matter for
which the company received a settlement in July 2008 of $9.8 million.
These two factors reduced the operating profit margin by 2.5 percentage
points in the quarter.
For the 2008 second quarter, total revenues were $210.6 million,
compared with $200.1 million in the 2007 second quarter, an increase of
5.3%. Core commissions and fees rose 4.4% to $195.6 million for the
quarter, compared with $187.4 million for the same period in 2007. The
2008 second quarter revenue increase reflected acquisitions and new
business, offset by the effects of continued declines in property and
casualty premium rates. Contingent commissions increased $3.6 million to
$12.0 million from the same period in 2007.
Organic growth on core commissions and fees was (5.0)% for the 2008
second quarter. Organic growth for each of the company’s
reportable segments is included in a separate table in this release.
Organic growth is defined as the change in commissions and fees before
the effect of acquisitions and divestitures which closed less than one
year ago.
For the first six months of 2008, net income was $16.6 million, or $0.46
per share, compared with $47.4 million, or $1.29 per share, in the same
period of 2007. Operating net income for the period was $16.8 million,
or $0.46 per share, compared with $46.1 million, or $1.25 per share, a
year ago. For the period, operating net income plus amortization and the
intangible asset impairment charge decreased on a per share basis by
7.9% from $1.64 per share to $1.51 per share. For the six months, the
operating margin was 21.5% for 2008 compared with 25.5% for 2007.
In addition to the difficult rate environment and intangible asset
impairment charge, the year-to-date results were adversely affected by
the dilutive impact from the BACIA acquisition ($0.09); increased
professional and claims fees ($0.08), related in part to the
aforementioned settlement in July 2008; the timing related to the shift
from contingent to supplemental commissions ($0.05); and increased costs
related to the employee medical program ($0.02). These four factors
reduced the operating profit margin by 3.2 percentage points in the
six-month period ended June 30, 2008.
For the first six months of 2008, total revenues rose 4.8% to $417.5
million from $398.3 million a year ago. Core commissions and fees
increased 8.2% to $374.7 million from $346.5 million last year, affected
primarily by the same drivers that influenced the second quarter.
Organic growth for the 2008 period was (2.2)%.
During the quarter, the company repurchased 174,000 shares of its common
stock for $5.3 million. For the year-to-date period, an aggregate of
656,000 shares were repurchased for $20.3 million.
Martin L. (Mell) Vaughan, III, chairman and chief executive officer,
said, "Our strategies to increase market
share, continuously improve service and raise profitability benefited
from progress during the quarter in business development, service
excellence and process improvement initiatives. Nevertheless, the
persistent decline in property and casualty rates and a softening
economy left little room for departures from plan, of which there were
two notable instances in the quarter, dilution from an acquisition and
increased litigation expenses, each also present last quarter. After the
quarter, one major contributor to litigation expense was resolved
decisively in our favor. The acquisition dilution issue will take longer
to resolve than we initially thought, but its strategic fit and
prospects remain attractive. In the meantime, the challenging economy
and volatile insurance markets create many opportunities to build
existing client relationships through superior risk management support
and service, and introduce new ideas to prospective clients.”
F. Michael Crowley, president and chief operating officer, added, "The
vast majority of HRH’s business performed on
or close to operating targets during the quarter. Excluding the two
instances noted above, the 2008 second quarter would have been similar
in many respects to the 2007 second quarter, reflective of the current
market setting, but also indicative of market share growth. Of the two
exceptions, the dilutive acquisition involved issues, all of which have
been or are currently being addressed. The litigation expenses included
a restrictive covenant matter relating to one office mentioned last
quarter, which was concluded in July with a $9.8 million payment to HRH.
While the office remained profitable, the lost business and legal
expenses affected our results for the quarter.” About HRH
Hilb Rogal & Hobbs Company is the eighth largest insurance and risk
management intermediary in the United States, with over 140 offices
throughout the United States and the world. HRH helps clients manage
their risks in property and casualty, employee benefits, professional
liability and other areas of specialized exposure. In addition, HRH
offers a full range of personal and corporate financial products and
services. HRH is focused on understanding our clients’
businesses, employees and risks, as well as the insurance and financial
markets, so that we can develop insurance, risk management and employee
benefits solutions that best fit their needs. The company’s
common stock is traded on the New York Stock Exchange, symbol HRH. More
information about HRH, including instructions for the quarterly
conference call, may be found at www.hrh.com.
Important Merger-Related Information
The proposed merger between Willis and HRH will be submitted to the HRH
shareholders for their consideration. Willis has filed with the
Securities and Exchange Commission (SEC) a Registration Statement on
Form S-4 that includes a preliminary proxy statement of HRH that also
constitutes a prospectus of Willis. HRH shareholders and other investors
are urged to read the Registration Statement and the definitive proxy
statement/prospectus regarding the proposed transaction when it becomes
available, as well as any other relevant documents concerning the
proposed transaction and the companies that HRH or Willis files with the
SEC (and any amendments or supplements to those documents), because
these will contain important information. Investors will be able to
obtain a free copy of the definitive proxy statement/prospectus, as well
as other filings containing information about Willis and HRH, without
charge, at the SEC's website (http://www.sec.gov)
once such documents are filed with the SEC. You may also obtain these
documents, free of charge, from Willis' website (www.willis.com)
under the tab "Investor Relations" and then under the heading "Financial
Reporting" and then under the item "SEC Filings." You may also obtain
these documents, free of charge, from HRH's website (www.hrh.com)
under the heading "Investor Relations" and then under the tab "SEC
Filings."
Willis, HRH and their respective directors, executive officers and other
employees may be deemed to be participants in the solicitation of
proxies from HRH shareholders in connection with the proposed
transaction. Information about Willis' directors and executive officers
is available in Willis' proxy statement, dated March 17, 2008.
Information about HRH's directors and executive officers is available in
HRH's proxy statement, dated March 31, 2008. Additional information
about the interests of potential participants will be included in the
definitive prospectus/proxy statement when it becomes available. This
document shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus, meeting the requirements of Section 10
of the U.S. Securities Act of 1933, as amended.
Forward-Looking Statements
Forward-looking statements made during the course of our conference
calls, in filings by the company with the SEC, in the company’s
press releases or other public or shareholder communications, or in oral
statements made with the approval of an authorized company executive
officer, may include the words or phrases "would
be,” "will allow,” "expects to,” "will
continue,” "is
anticipated,” "estimate,” "project” or
similar expressions and are intended to identify "forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.
While forward-looking statements are provided to assist in the
understanding of the company’s anticipated
future financial performance, the company cautions readers not to place
undue reliance on any forward-looking statements, which speak only as of
the date made. Forward-looking statements are subject to significant
risks and uncertainties, many of which are beyond the company’s
control. Although the company believes that the assumptions underlying
its forward-looking statements are reasonable, any of the assumptions
could prove to be inaccurate. Actual results may differ materially from
those contained in or implied by such forward-looking statements for a
variety of reasons. Risk factors and uncertainties that might cause such
a difference include, but are not limited to, the following: the company’s
commission revenues are based on premiums set by insurers and any
decreases in these premium rates could result in revenue decreases for
the company; the level of contingent commissions is difficult to predict
and any material decrease in the company’s
collection of them is likely to have an adverse impact on operating
results; the company’s growth has been
enhanced through acquisitions, but the company may not be able to
successfully identify and attract suitable acquisition candidates and
complete acquisitions; the company’s failure
to integrate an acquired insurance agency efficiently may have an
adverse effect on the company; the general level of economic activity
can have a substantial impact on revenues that is difficult to predict;
a strong economic period may not necessarily result in higher revenues;
the company’s success in the future depends,
in part, on the company’s ability to attract
and retain quality producers; the company may be subject to increasing
costs arising from errors and omissions claims against the company; the
company is subject to governmental regulation which may impact operating
results and/or growth; the business practices and broker compensation
arrangements of the company are subject to uncertainty due to
investigations by governmental authorities and related private
litigation; the company is subject to a number of investigations and
legal proceedings, which if determined unfavorably for the company, may
adversely affect the company’s results of
operations; a decline in the company’s
ability to obtain new financing and/or refinance current borrowings may
adversely affect the company; if the company is unable to respond in a
timely and cost-effective manner to rapid technological change in the
insurance intermediary industry, there may be a resulting adverse effect
on business and operating results; quarterly and annual variations in
the company’s commissions and fees that
result from the timing of policy renewals and the net effect of new and
lost business production may have unexpected impacts on the company’s
results of operations; the company’s
operating results could be adversely affected if the value of intangible
assets is not fully realized; the company has international operations,
particularly in the United Kingdom, which expose the company to various
legal, economic and market risks including foreign currency exchange
rate fluctuations; customer loss and business disruption as a result of
the pendency of the HRH/Willis merger, including without limitation
difficulties in maintaining relationships with employees, and
merger-related expenses, may be greater than expected; completion of the
merger is subject to the satisfaction of various conditions to closing
set forth in the definitive merger agreement between HRH and Willis,
including without limitation receipt of HRH shareholder approval, and
the merger may not be completed on the anticipated schedule or at all;
and, if the merger is completed, the success of the HRH/Willis merger is
subject to risks and uncertainties, including without limitation the
risk that Willis may not be able to achieve the expected cost savings,
synergies and other strategic benefits from the proposed transaction or
may take longer to achieve the cost savings, synergies and benefits than
expected, and the integration of HRH with Willis' operations may not be
successful or may be materially delayed or may be more costly or
difficult than expected.
The company does not undertake, and specifically disclaims any
obligation, to update any forward-looking statements to reflect
occurrences or unanticipated events or circumstances after the date of
such statements. For more details on factors that could affect
expectations, see the company's Annual Report on Form 10-K for the year
ended December 31, 2007 and other reports from time to time filed with
or furnished to the Securities and Exchange Commission.
HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES COMPARATIVE FINANCIAL ANALYSIS (In thousands, except per share data)
THREE MONTHS ENDED
SIX MONTHS ENDED
JUNE 30,
JUNE 30,
2008
2007
2008
2007
(Unaudited)
(Unaudited)
REVENUES
Core commissions and fees
$
195,606
$
187,391
$
374,732
$
346,460
Contingent commissions
12,033
8,456
36,196
41,575
Investment income
1,994
3,123
4,652
6,160
Other
995
1,121
1,877
4,089
210,628
200,091
417,457
398,284
OPERATING EXPENSES
Compensation and employee benefits
118,205
111,554
241,639
220,672
Other operating expenses
42,290
36,837
80,995
69,859
Depreciation
2,269
2,189
4,609
4,302
Amortization of intangibles
10,038
7,095
19,879
14,509
Interest expense
6,182
5,154
13,260
10,645
Intangible asset impairment charge
18,439
--
18,439
--
Merger costs
798
--
798
--
198,221
162,829
379,619
319,987
INCOME BEFORE INCOME TAXES
12,407
37,262
37,838
78,297
Income taxes
11,284
15,050
21,192
30,863
NET INCOME
$
1,123
$
22,212
$
16,646
$
47,434
Net Income Per Share:
Basic
$
0.03
$
0.61
$
0.46
$
1.30
Assuming Dilution
$
0.03
$
0.60
$
0.46
$
1.29
Dividends Per Share
$
0.14
$
0.13
$
0.27
$
0.25
Weighted Average Shares Outstanding:
Basic
36,135
36,582
36,324
36,398
Assuming Dilution
36,314
37,067
36,535
36,896
HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (In thousands)
JUNE 30,
DECEMBER 31,
2008
2007
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$
277,781
$
294,407
Receivables (net)
345,982
366,215
Prepaid expenses and other current assets
41,139
42,200
TOTAL CURRENT ASSETS
664,902
702,822
PROPERTY & EQUIPMENT (NET)
26,089
26,023
INTANGIBLE ASSETS (NET)
1,032,331
1,052,278
OTHER ASSETS
37,312
36,303
$
1,760,634
$
1,817,426
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Premiums payable to insurance companies
$
431,877
$
453,850
Accounts payable
31,013
32,380
Accrued expenses
38,334
54,290
Premium deposits and credits due customers
50,062
69,284
Current portion of long-term debt
17,888
14,705
TOTAL CURRENT LIABILITIES
569,174
624,509
LONG-TERM DEBT
407,082
412,432
DEFERRED INCOME TAXES
52,181
50,524
OTHER LONG-TERM LIABILITIES
51,054
46,758
SHAREHOLDERS’ EQUITY
Common Stock (outstanding 36,435 and 36,749 shares, respectively)
262,685
271,263
Retained earnings
416,254
409,443
Accumulated other comprehensive income
2,204
2,497
681,143
683,203
$
1,760,634
$
1,817,426
HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES GAAP MEASURES RECONCILIATION (In thousands, except per share data)
This press release contains references to financial measures that
exclude certain charges and non-recurring items. The company
believes that these adjusted financial measures provide additional
measures of performance that investors can use in evaluating the
company's performance. The schedule below provides a reconciliation
of these financial measures to those prepared in accordance with
United States generally accepted accounting principles (GAAP).
NET INCOME
NET INCOME PER SHARE
THREE MONTHS
ASSUMING DILUTION
ENDED
THREE MONTHS ENDED
JUNE 30,
JUNE 30,
2008
2007
2008
2007
(Unaudited)
(Unaudited)
GAAP NET INCOME
$
1,123
$
22,212
$
0.03
$
0.60
Excluding:
Non-operating gains, net of taxes
(68
)
4
--
--
Merger costs, net of taxes
486
--
0.01
--
OPERATING NET INCOME
1,541
22,216
0.04
0.60
Plus:
Amortization of intangibles, before tax
10,038
7,095
0.28
0.19
Intangible asset impairment charge, before tax
18,439
--
0.51
--
OPERATING NET INCOME PLUS AMORTIZATION OF INTANGIBLES AND
INTANGIBLE ASSET IMPAIRMENT CHARGE
$
30,018
$
29,311
$
0.83
$
0.79
OPERATING PROFIT
OPERATING REVENUE
THREE MONTHS ENDED
THREE MONTHS ENDED
JUNE 30,
JUNE 30,
2008
2007
2008
2007
(Unaudited)
(Unaudited)
GAAP NET INCOME / REVENUE
$
1,123
$
22,212
$
210,628
$
200,091
Excluding:
Non-operating gains
(111
)
(258
)
(111
)
(258
)
Amortization of intangibles
10,038
7,095
--
--
Interest expense
6,182
5,154
--
--
Intangible asset impairment charge
18,439
--
--
--
Merger costs
798
--
--
--
Income taxes
11,284
15,050
--
--
OPERATING PROFIT / REVENUE
$
47,753
$
49,253
$
210,517
$
199,833
HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES GAAP MEASURES RECONCILIATION (In thousands, except per share data)
NET INCOME PER SHARE
NET INCOME
ASSUMING DILUTION
SIX MONTHS ENDED
SIX MONTHS ENDED
JUNE 30,
JUNE 30,
2008
2007
2008
2007
(Unaudited)
(Unaudited)
GAAP NET INCOME
$
16,646
$
47,434
$
0.46
$
1.29
Excluding:
Non-operating gains, net of taxes
(313
)
(1,361
)
(0.01
)
(0.04
)
Merger costs, net of taxes
486
--
0.01
--
OPERATING NET INCOME
$
16,819
46,073
0.46
1.25
Plus:
Amortization of intangibles, before tax
19,879
14,509
0.54
0.39
Intangible asset impairment charge, before tax
18,439
--
0.51
--
OPERATING NET INCOME PLUS AMORTIZATION OF INTANGIBLES AND
INTANGIBLE ASSET IMPAIRMENT CHARGE
$
55,137
$
60,582
$
1.51
$
1.64
OPERATING PROFIT
OPERATING REVENUE
SIX MONTHS ENDED
SIX MONTHS ENDED
JUNE 30,
JUNE 30,
2008
2007
2008
2007
(Unaudited)
(Unaudited)
GAAP NET INCOME / REVENUE
$
16,646
$
47,434
$
417,457
$
398,284
Excluding:
Non-operating gains
(513
)
(2,542
)
(513
)
(2,542
)
Amortization of intangibles
19,879
14,509
--
--
Interest expense
13,260
10,645
--
--
Intangible asset impairment charge
18,439
--
--
--
Merger costs
798
--
--
--
Income taxes
21,192
30,863
--
--
OPERATING PROFIT / REVENUE
$
89,701
$
100,909
$
416,944
$
395,742
HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES GAAP MEASURES RECONCILIATION (In thousands, except percentages)
GAAP REVENUETHREE MONTHS ENDEDJUNE 30,
TOTAL
CHANGE
TOTAL
GROWTH
NET ADJUSTMENTS(ACQUISITIONS)
ORGANIC
GROWTH
(Unaudited)
2008
2007
($)
(%)
/ DIVESTITURES
(%)
Core Commissions & Fees:
Domestic Retail
$
166,781
$
156,068
$
10,713
6.9
%
$
(17,280
)
(4.2
)%
Excess & Surplus
10,087
10,136
(49
)
(0.5
)
(327
)
(3.7
)
International
14,053
15,666
(1,613
)
(10.3
)
--
(10.3
)
Other
4,685
5,521
(836
)
(15.1
)
--
(15.1
)
Total
$
195,606
$
187,391
$
8,215
4.4
%
$
(17,607
)
(5.0
)%
GAAP REVENUESIX MONTHS ENDEDJUNE 30,
TOTALCHANGE
TOTALGROWTH
NET ADJUSTMENTS(ACQUISITIONS)
ORGANIC
GROWTH
(Unaudited)
2008
2007
($)
(%)
/ DIVESTITURES
(%)
Core Commissions & Fees:
Domestic Retail
$
320,518
$
289,952
$
30,566
10.5
%
$
(34,618
)
(1.4
)%
Excess & Surplus
18,487
18,054
433
2.4
(1,376
)
(5.2
)
International
25,631
27,242
(1,611
)
(5.9
)
--
(5.9
)
Other
10,096
11,212
(1,116
)
(10.0
)
--
(10.0
)
Total
$
374,732
$
346,460
$
28,272
8.2
%
$
(35,994
)
(2.2
)%
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