ARTHUR J. GALLAGHER & CO. 
By ITASCA, Ill., Jan. 28, 2014 /PRNewswire/ -- Arthur J. Gallagher & Co. (NYSE: AJG) today reported its financial results for the quarter and year ended December 31, 2013. A printer-friendly format and supplemental quarterly data is available at www.ajg.com. For a description of the non-GAAP measures used to report financial results in this earnings release, please see "Information Regarding Non-GAAP Measures" beginning on page 7.
"We had an excellent quarter to finish an outstanding year, and we are well positioned for 2014," said J. Patrick Gallagher, Jr., Chairman, President and CEO. "In the fourth quarter, our combined Brokerage and Risk Management segments posted 18% growth in adjusted total revenues, 6.2% organic growth in commission and fee revenues, 22% growth in adjusted EBITDAC and adjusted EBITDAC margin improved by 71 basis points."
-- Our Brokerage segment had a terrific quarter. Adjusted total revenues
were up 22%, base organic commission and fee revenues grew 5.8%,
adjusted EBITDAC was up 28% and adjusted EBITDAC margin was up 110 basis
points. For the year, adjusted total revenues were up 18%, base organic
commission and fee revenues grew 5.6%, adjusted EBITDAC was up 23% and
adjusted EBITDAC margin was up 110 basis points.
-- Our Risk Management segment had an excellent organic growth quarter of
7.3%, yet adjusted EBITDAC margin of 14.3% fell slightly short of our
fourth quarter target of 15.8%, almost entirely due to adverse medical
plan severity. For the year, adjusted total revenues were up 8%,
organic fees grew 9.3%, adjusted EBITDAC was up 6%. Adjusted EBITDAC
margin of 15.8% nearly matched our forecasted target of 16% for the
year.
-- Our acquisition program finished strong and our integration efforts are
on track. During the fourth quarter, the Brokerage segment completed
another 13 acquisitions with annualized revenues of $193.5 million
bringing the count for the year to 30 with annualized revenues of $369.9
million. The Risk Management segment also closed a claim portfolio
transfer from an insurance company, and going forward we will be their
preferred administrator for certain claims. This transaction should
generate another $12 to $15 million of annualized revenues for this
segment. We are extremely pleased to welcome all of our new merger
partners and associates to the growing family of Gallagher
professionals.
-- As a result of our acquisition program and subsequent centralization
efforts, during the fourth quarter we took actions to consolidate our
management ranks and related support staff, mostly in our international
operations. As a result, pretax charges in the Brokerage and Risk
Management segments totaled $6.6 million and $1.5 million, respectively
and should generate annual workforce cost savings of $9.0 million and
$2.3 million, respectively.
-- Our clean energy investments had an outstanding quarter, exceeding our
forecast. For the year, they generated $63.7 million of after tax
earnings, which was nearly double that of 2012.
-- We are comfortable with the current rate environment. Stable rates with
carriers quoting individual lines and covers based on rational and
informed underwriting continues to bode well for us. In this rate
environment, our professionals can create solutions based on our deep
industry knowledge, access the right markets and demonstrate our
high-quality service offering.
-- We are increasingly optimistic about the recovering economy in the US
and in the UK. We are hearing our clients speak more of growth and
opportunity than we have in years.
"Finally, I am thrilled with the dozens of awards and recognitions we are receiving for our impeccable culture, our high-quality service, and our excellence in leadership and talent development. All of these demonstrate that our unique culture is thriving and most importantly, we are delivering valuable solutions to our clients and prospects."
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The following provides non-GAAP information that management believes is helpful when comparing 2013 revenues, EBITDAC and diluted net earnings per share with the same period in 2012:
Quarter Ended December 31 Diluted Net
Revenues EBITDAC Earnings Per Share
Segment 4th Q 13 4th Q 12 Chg 4th Q 13 4th Q 12 Chg 4th Q 13 4th Q 12
------- -------- -------- --- -------- -------- --- -------- --------
(in millions) (in millions)
Brokerage, as adjusted $590.8 $485.5 22% $133.1 $103.7 28% $0.41 $0.35
Gains on book
sales 1.9 2.5 1.9 2.5 0.01 0.01
Acquisition
integration - - (6.8) (7.0) (0.03) (0.04)
Workforce & lease
termination - - (6.6) (9.7) (0.03) (0.05)
Acquisition
related
adjustments - - - - 0.01 -
Levelized foreign
currency translation - 1.1 - (0.4) - -
Effective income
tax rate impact - - - - 0.01 (0.02)
--- ---
Brokerage, as reported 592.7 489.1 121.6 89.1 0.38 0.25
----- ----- ----- ---- ---- ----
Risk Management, as adjusted 151.5 143.8 5% 21.6 23.0 -6% 0.07 0.09
New Zealand
earthquake claims
administration - 1.0 - - - -
Workforce & lease
termination - - (1.5) (2.6) (0.01) (0.01)
South Australia
and claim
portfolio
transfer ramp up - - (1.2) (2.1) - (0.01)
Risk Management, as reported 151.5 144.8 18.9 18.3 0.06 0.07
----- ----- ---- ---- ---- ----
Total Brokerage & Risk
Management, as
reported 744.2 633.9 140.5 107.4 0.44 0.32
Corporate, as reported 146.0 39.3 (26.8) (12.0) 0.01 (0.05)
----- ---- ----- ----- ---- -----
Total Company, as reported $890.2 $673.2 $113.7 $95.4 $0.45 $0.27
====== ====== ====== ===== ===== =====
Total Brokerage & Risk
Management, as
adjusted $742.3 $629.3 18% $154.7 $126.7 22% $0.48 $0.44
====== ====== =====
Year Ended December 31 Diluted Net
Revenues EBITDAC Earnings Per Share
Segment Year 13 Year 12 Chg Year 13 Year 12 Chg Year 13 Year 12
------- ------- ------- --- ------- ------- --- ------- -------
(in millions) (in millions)
Brokerage, as adjusted $2,139.1 $1,816.2 18% $510.7 $414.2 23% $1.65 $1.43
Gains on book
sales 5.2 3.9 5.2 3.9 0.03 0.02
Acquisition
integration - - (24.1) (19.3) (0.11) (0.10)
Workforce & lease
termination - - (7.8) (14.4) (0.04) (0.07)
Acquisition related
adjustments - - - - 0.04 -
Levelized foreign
currency translation - 7.5 - (1.1) - (0.01)
--------------------- --- --- ---
Brokerage, as reported 2,144.3 1,827.6 484.0 383.3 1.57 1.27
------- ------- ----- ----- ---- ----
Risk Management, as adjusted 609.5 563.1 8% 96.1 90.3 6% 0.36 0.36
New Zealand earthquake claims
administration 0.1 8.6 - 1.5 - 0.01
Workforce & lease
termination - - (1.7) (2.7) (0.01) (0.01)
South Australia and claim
portfolio
transfer ramp up 1.4 - 0.1 (2.1) - (0.01)
--- --- --- ---- --- -----
Risk Management, as reported 611.0 571.7 94.5 87.0 0.35 0.35
----- ----- ---- ---- ---- ----
Total Brokerage & Risk
Management, as
reported 2,755.3 2,399.3 578.5 470.3 1.92 1.62
Corporate, as reported 424.3 121.0 (73.6) (38.2) 0.14 (0.03)
----- ----- ----- ----- ---- -----
Total Company, as reported $3,179.6 $2,520.3 $504.9 $432.1 $2.06 $1.59
======== ======== ====== ====== ===== =====
Total Brokerage & Risk
Management, as
adjusted $2,748.6 $2,379.3 16% $606.8 $504.5 20% $2.01 $1.79
=========== ======== ====== =====
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Brokerage Segment Fourth Quarter Highlights - The following tables provide non-GAAP information that management believes is helpful when comparing certain 2013 financial information with the same periods in 2012 (in millions):
Organic Revenues (non-
GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
----------------------
Base Commissions and
Fees
Commissions as reported $426.3 $339.8 $1,553.1 $1,302.5
Fees as reported 130.0 121.8 450.5 403.2
Less commissions and
fees from acquisitions (72.1) - (216.8) -
Less disposed of
operations - (3.2) - (6.2)
Levelized foreign
currency translation - (0.9) - (6.7)
Organic base commissions
and fees $484.2 $457.5 $1,786.8 $1,692.8
====== ====== ======== ========
Organic change in base
commissions and fees 5.8% 5.2% 5.6% 4.4%
=== === === ===
Supplemental Commissions
Supplemental commissions
as reported $23.9 $17.6 $77.3 $67.9
Less supplemental
commissions from
acquisitions (2.1) - (5.4) -
Organic supplemental
commissions $21.8 $17.6 $71.9 $67.9
===== ===== ===== =====
Organic change in
supplemental
commissions 23.9% 9.4% 5.9% 3.3%
==== === === ===
Contingent Commissions
Contingent commissions
as reported $8.6 $5.9 $52.1 $42.9
Less contingent
commissions from
acquisitions (1.0) - (8.8) -
Organic contingent
commissions $7.6 $5.9 $43.3 $42.9
==== ==== ===== =====
Organic change in
contingent commissions 28.8% 54.3% 0.9% -1.1%
==== ==== === ====
Adjusted Compensation
Expense and Ratio (non-
GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
------------------------
Reported amounts $370.1 $316.9 $1,290.4 $1,131.6
Acquisition
integration (4.5) (6.1) (10.9) (13.2)
Workforce and
lease
termination
related charges (6.6) (9.0) (7.7) (13.7)
Levelized
foreign
currency
translation - (0.4) - (5.4)
Adjusted amounts $359.0 $301.4 $1,271.8 $1,099.3
====== ====== ======== ========
Adjusted ratios
using adjusted
revenues on
page 2 * 60.8% 62.1% 59.5% 60.5%
==== ==== ==== ====
* Adjusted fourth quarter
compensation expense ratio was
1.3 pts lower than the same
period in 2012. This ratio was
primarily impacted by workforce
reductions of 0.7 pts and lower
incentive compensation of 0.6
pts.
Adjusted Operating Expense
and Ratio (non-GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
--------------------------
Reported amounts $101.0 $83.1 $369.9 $312.7
Acquisition
integration (2.3) (0.9) (13.2) (6.1)
Workforce and
lease
termination
related charges - (0.7) (0.1) (0.7)
Levelized
foreign
currency
translation - (1.1) - (3.2)
Adjusted amounts $98.7 $80.4 $356.6 $302.7
===== ===== ====== ======
Adjusted ratios
using adjusted
revenues on
page 2 * 16.7% 16.6% 16.7% 16.7%
==== ==== ==== ====
* Adjusted fourth quarter
operating expense ratio was
0.1 pts higher than the same
period in 2012. Expense
components were generally
consistent with the prior
period.
(3 of 11)
Brokerage Segment Fourth Quarter Highlights (continued)
Adjusted
EBITDAC
(non-
GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
--------
Total
EBITDAC
-
see
page
9
for
computation $121.6 $89.1 $484.0 $383.3
Gains
from
books
of
business
sales (1.9) (2.5) (5.2) (3.9)
Acquisition
integration
* 6.8 7.0 24.1 19.3
Workforce
and
lease
termination
related
charges 6.6 9.7 7.8 14.4
Levelized
foreign
currency
translation - 0.4 - 1.1
Adjusted
EBITDAC $133.1 $103.7 $510.7 $414.2
====== ====== ====== ======
Adjusted
EBITDAC
change 28.4% 18.7% 23.3% 21.2%
==== ==== ==== ====
Adjusted
EBITDAC
margin 22.5% 21.4% 23.9% 22.8%
==== ==== ==== ====
* Acquisition integration - During the
fourth quarter 2013, integration
costs related to the acquisitions of
Bollinger and Giles totaled $4.1
million and $2.7 million,
respectively. These costs were
primarily related to the on-
boarding of over 1,600 employees,
communication conversion costs, and
related performance compensation.
Integration costs in 2012 relate to
the Heath Lambert acquisition only.
The following is a summary of brokerage acquisition activity for 2013 and 2012:
4th Q 13 4th Q 12 Year 13 Year 12
Shares
issued
for
acquisitions
and
earnouts 1,743,000 470,000 5,181,000 7,792,000
Number
of
acquisitions
closed 13 21 30 58
Annualized
revenues
acquired
(in
millions) $193.5 $75.9 $369.9 $231.3
Risk Management Segment Fourth Quarter Highlights - The following tables provide non-GAAP information that management believes is helpful when comparing certain 2013 financial information with the same periods in 2012 (in millions):
Organic
Revenues
(Non-
GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
--------
Fees $147.6 $138.6 $589.0 $550.3
International
performance
bonus
fees 3.3 5.3 20.0 18.2
Fees
as
reported 150.9 143.9 609.0 568.5
Less
fees
from
acquisitions - - (2.7) -
Less
South
Australia
ramp
up
fees - - (1.4) -
Less
New
Zealand
earthquake
claims
administration - (1.0) (0.1) (8.6)
Levelized
foreign
currency
translation - (2.2) - (6.3)
Organic
fees $150.9 $140.7 $604.8 $553.6
====== ====== ====== ======
Organic
change
in
fees 7.3% 3.4% 9.3% 6.4%
=== === === ===
Adjusted Compensation Expense
and Ratio (non-GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
-----------------------------
Reported amounts $97.0 $90.7 $370.5 $347.0
New Zealand
earthquake claims
administration - (0.8) - (5.5)
South Australia and
claim portfolio
transfer ramp up
costs (1.2) (1.5) (1.2) (1.5)
Workforce and lease
termination
related charges (1.5) (2.4) (1.7) (2.5)
Adjusted amounts $94.3 $86.0 $367.6 $337.5
===== ===== ====== ======
Adjusted ratios
using adjusted
revenues on page 2 * 62.2% 59.8% 60.3% 59.9%
==== ==== ==== ====
* Adjusted fourth quarter
compensation expense ratio was
2.4 pts higher than the same
period in 2012. This ratio was
primarily impacted by increased
salaries of 1.6 pts and employee
benefits of 1.0 pts, partially
offset by decreased incentive
compensation of 0.4 pts.
(4 of 11)
Risk Management Segment Fourth Quarter Highlights (continued)
Adjusted Operating Expense and
Ratio (non-GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
------------------------------
Reported amounts $35.6 $35.8 $146.0 $137.7
New Zealand earthquake claims
administration - (0.2) (0.1) (1.6)
South Australia and claim
portfolio transfer ramp up
costs - (0.6) (0.1) (0.6)
Workforce and lease
termination related charges - (0.2) - (0.2)
Adjusted amounts $35.6 $34.8 $145.8 $135.3
===== ===== ====== ======
Adjusted ratios
using adjusted
revenues on page 2 * 23.5% 24.2% 23.9% 24.0%
===
* Adjusted fourth quarter operating
expense ratio was 0.7 pts lower
than the same period in 2012. This
ratio was primarily impacted by
savings in real estate, banking
fees and office supplies of 2.0
pts, partially offset by increased
professional fees associated with
client-centric service
enhancements of 1.0 pts.
Adjusted EBITDAC (non-GAAP) 4th Q 13 4th Q 12 Year 13 Year 12
--------------------------
Total EBITDAC -see page 9 for
computation $18.9 $18.3 $94.5 $87.0
New Zealand earthquake claims
administration - - - (1.5)
South Australia and claim
portfolio transfer ramp up
costs 1.2 2.1 (0.1) 2.1
Workforce and lease
termination related charges 1.5 2.6 1.7 2.7
Adjusted EBITDAC $21.6 $23.0 $96.1 $90.3
===== ===== ===== =====
Adjusted EBITDAC change -6.1% 6.5% 6.4% 10.9%
==== === === ====
Adjusted EBITDAC margin 14.3% 16.0% 15.8% 16.0%
==== ==== ==== ====
Corporate Segment Fourth Quarter Highlights - The following table provides non-GAAP information that management believes is helpful when comparing 2013 operating results for the Corporate Segment with the same periods in 2012 (in millions):
2013 2012
Pretax Income Net Pretax Income Net
Earnings Tax Earnings Earnings Tax Earnings
(Loss) Benefit (Loss) (Loss) Benefit (Loss)
4th Quarter
-----------
Interest and
banking costs $(14.5) $5.8 $(8.7) $(11.6) $4.7 $(6.9)
Clean energy
investments (15.5) 31.3 15.8 (5.7) 6.8 1.1
Acquisition
costs (6.2) 1.5 (4.7) (3.3) 0.1 (3.2)
Corporate (5.5) 3.9 (1.6) (2.5) 4.6 2.1
$(41.7) $42.5 $0.8 $(23.1) $16.2 $(6.9)
====== ===== ==== ====== ===== =====
Year
----
Interest and
banking costs $(53.0) $21.2 $(31.8) $(46.1) $18.4 $(27.7)
Clean energy
investments (49.3) 113.0 63.7 (17.3) 50.0 32.7
Acquisition
costs (5.6) 0.2 (5.4) (7.1) 0.7 (6.4)
Corporate (18.7) 9.8 (8.9) (11.4) 9.5 (1.9)
$(126.6) $144.2 $17.6 $(81.9) $78.6 $(3.3)
======= ====== ===== ====== ===== =====
Debt, interest and banking - At December 31, 2013, Gallagher had $925.0 million of long-term borrowings and $530.5 million of short-term borrowings under its line of credit facility. As previously announced, Gallagher has entered into a note purchase agreement for a private placement of $600 million of senior unsecured notes, which is expected to fund on February 27, 2014. Proceeds will be used primarily to pay down its line of credit facility.
At-the-market equity program - Gallagher previously announced on November 20, 2013, that it had established an at-the-market equity program under which it may sell up to $200 million of its common stock through Morgan Stanley & Co. LLC as sales agent. During the fourth quarter 2013, Gallagher sold 91,572 shares of its common stock under the program at a weighted average price of $47.41 per share, resulting in net proceeds to Gallagher, after sales commissions, of approximately $4.3 million.
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Corporate Segment Fourth Quarter Highlights (continued)
Clean energy investments - The following provides certain information related to Gallagher's investments in limited liability companies that own 34 clean coal production plants, which produce refined coal using proprietary technologies owned by Chem-Mod. We believe that the production and sale of refined coal at these plants qualifies to receive refined coal tax credits under IRC Section 45 through 2019 for the fourteen 2009 Era Plants and through 2021 for the twenty 2011 Era Plants. The underlying operations of those investments where Gallagher has a controlling ownership interest are consolidated.
Gallagher's Portion of
Estimated
-----------------------
Additional
Gallagher's Required Ultimate
Tax-Effected Tax-Effected Annual
Book Value At Capital After-tax
($ in millions) Dec 31, 2013 Investment Earnings *
Investments that own 2009 Era Plants
------------------------------------
12 Under long-term
production
contracts $10.3 $2.0 $23.0
2 In negotiations for
long-term production
contracts 0.7 Not Estimable Not Estimable
Investments that own 2011 Era Plants
------------------------------------
16 Under long-term
production
contracts 34.8 1.6 73.5
4 In negotiations for
long-term production
contracts 1.4 Not Estimable Not Estimable
* Reflects management's current best
estimate of the ultimate future
potential annual after-tax
earnings based on production
estimates from the host utilities.
However, host utilities do not
consistently utilize the refined
fuel plants at ultimate production
levels due to seasonal electricity
demand, as well as many
operational, regulatory and
environmental compliance reasons.
Gallagher's investment in Chem-Mod generates royalty income from clean energy plants owned by those limited liability companies in which it invests as well as refined coal production plants owned by other unrelated parties. Based on current production estimates provided by licensees, Chem-Mod could generate for Gallagher approximately $3.6 million of net after-tax earnings per quarter.
All estimates set forth above regarding the potential future earnings impact of our clean energy investments are subject to significant risks. Please refer to Gallagher's filings with the SEC, including Item 1A, "Risk Factors," of its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, for a more detailed discussion of these and other factors that could impact the information above.
Acquisition costs - Consists mostly of external professional fees and other due diligence costs related to acquisitions. In fourth quarter 2013, this line also includes a net $0.4 million after-tax fair value loss related to three foreign currency derivative investment contracts Gallagher executed in third quarter in connection with the signing of the agreement to acquire The Giles Group of Companies. These contracts were designed to hedge a portion of the GBP denominated purchase price consideration of this acquisition.
Corporate - Consists of overhead allocations mostly related to corporate staff compensation.
Income Taxes
Gallagher allocates the provision for income taxes to its Brokerage and Risk Management segments as if those segments were computing income tax provisions on a separate company basis. Gallagher historically has reported, and anticipates reporting for the foreseeable future, an effective tax rate of approximately 37% to 39% in both its Brokerage and Risk Management segments. Gallagher's consolidated effective tax rate for the years ended December 31, 2013 and 2012 was 2.2% and 20.5%, respectively. Gallagher's tax rate for year ended December 31, 2013 was lower than the statutory rate and was lower than 2012 due to the amount of IRC Section 45 tax credits earned in 2013 compared to 2012.
Webcast Conference Call
Gallagher will host a webcast conference call on Wednesday, January 29, 2014 at 9: 15 a.m. ET/8:15 a.m. CT. To listen to this call, please go to www.ajg.com. The call will be available for replay at such website for not less than 90 days.
About Arthur J. Gallagher & Co.
Arthur J. Gallagher & Co., an international insurance brokerage and risk management services firm, is headquartered in Itasca, Illinois, has operations in 24 countries and offers client-service capabilities in more than 140 countries around the world through a network of correspondent brokers and consultants.
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Information Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipates," "believes," "contemplates," "see," "should," "could," "estimates," "expects," "intends," "plans" and variations thereof and similar expressions, are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements regarding (i) the amount of, and potential uses for, investment returns generated by Gallagher's clean energy investments; (ii) our corporate income tax rate; (iii) anticipated future results or performance of any segment or the Company as a whole (including recent new business wins in the Risk Management segment and the Giles acquisition); (iv) anticipated cost savings from workforce reductions; (v) the premium rate environment; (vi) the economic environment; and (vii) anticipated funding under a note purchase agreement.
Gallagher's actual results may differ materially from those contemplated by the forward-looking statements. Readers are therefore cautioned against relying on any of the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following:
-- Risks and uncertainties related to Gallagher's clean energy investments
including uncertainties related to political and regulatory risks,
including potential actions by Congress or challenges by the IRS
eliminating or reducing the availability of tax credits under IRC
Section 45 retroactively and/or going forward; the ability to maintain
and find co-investors; the potential for divergent business objectives
by co-investors and other stakeholders; plant operational risks,
including supply-chain risks; utilities' future use of, or demand for,
coal; the market price of coal; the costs of moving a clean coal plant;
intellectual property risks; and environmental risks - all could impact
(i) and (ii) above; and
-- Changes in worldwide and national economic conditions (including an
economic downturn due to a U.S. government shutdown or default and
uncertainty regarding the European debt crisis), changes in premium
rates and in insurance markets generally and changes in the insurance
brokerage industry's competitive landscape - all could impact (iii) -
(vii) above.
Please refer to Gallagher's filings with the SEC, including Item 1A, "Risk Factors," of its Annual Report on Form 10-K for the fiscal year ended December 31, 2012, for a more detailed discussion of these and other factors that could impact its forward-looking statements. Any forward-looking statement made by Gallagher in this press release speaks only as of the date on which it is made. Except as required by applicable law, Gallagher does not undertake to update the information included herein or the corresponding earnings release posted on Gallagher's website.
Information Regarding Non-GAAP Measures
In addition to reporting financial results in accordance with GAAP, this press release provides information regarding EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin, diluted net earnings per share (as adjusted) for the Brokerage and Risk Management segments, adjusted revenues, adjusted compensation and operating expenses, adjusted compensation expense ratio, adjusted operating expense ratio and organic revenue measures for each operating segment. These measures are not in accordance with, or an alternative to, the GAAP information provided in this press release. Gallagher's management believes that these presentations provide useful information to management, analysts and investors regarding financial and business trends relating to Gallagher's results of operations and financial condition. Gallagher's industry peers may provide similar supplemental non-GAAP information related to organic revenues and EBITDAC, although they may not use the same or comparable terminology and may not make identical adjustments. The non-GAAP information provided by Gallagher should be used in addition to, but not as a substitute for, the GAAP information provided. Certain reclassifications have been made to the prior year amounts reported in this press release in order to conform them to the current year presentation.
Adjusted presentation - Gallagher believes that the adjusted presentations of the current and prior year information, presented in this earnings release, provides stockholders and other interested persons with useful information regarding certain financial metrics of Gallagher that may assist such persons in analyzing Gallagher's operating results as they develop a future earnings outlook for Gallagher. The after-tax amounts related to the adjustments were computed using the normalized effective tax rate for each respective period.
-- Adjusted revenues and expenses - Gallagher defines these measures as
revenues, compensation expense and operating expense, respectively, each
adjusted to exclude net gains realized from sales of books of business,
acquisition integration costs, New Zealand earthquake claims
administration, South Australia and claim portfolio transfer ramp up
fees/costs, workforce related charges, lease termination related
charges, acquisition related adjustments and the impact of foreign
currency translation, as applicable. Integration costs include costs
related to transactions not expected to occur on an ongoing basis in the
future once we fully assimilate the applicable acquisition. These costs
are typically associated with redundant workforce, extra lease space,
duplicate services and external costs incurred to assimilate the
acquisition with our IT related systems.
-- Adjusted ratios - Adjusted compensation expense ratio and adjusted
operating expense ratio are defined as adjusted compensation expense and
adjusted operating expense, respectively, each divided by adjusted
revenues.
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Earnings Measures - Gallagher believes that each of EBITDAC, EBITDAC margin, adjusted EBITDAC, adjusted EBITDAC margin and diluted net earnings per share (as adjusted) for the Brokerage and Risk Management segments, as defined below, provides a meaningful representation of its operating performance. Gallagher considers EBITDAC and EBITDAC margin as a way to measure financial performance on an ongoing basis. Adjusted EBITDAC, adjusted EBITDAC margin and diluted net earnings per share (as adjusted) for the Brokerage and Risk Management segments are presented to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability.
-- EBITDAC - Gallagher defines this measure as net earnings before
interest, income taxes, depreciation, amortization and the change in
estimated acquisition earnout payables.
-- EBITDAC margin - Gallagher defines this measure as EBITDAC divided by
total revenues.
-- Adjusted EBITDAC - Gallagher defines this measure as EBITDAC adjusted to
exclude net gains realized from sales of books of business, acquisition
integration costs, workforce related charges, lease termination related
charges, New Zealand earthquake claims administration costs, South
Australia and claim portfolio transfer ramp up fees/costs, acquisition
related adjustments and the period-over-period impact of foreign
currency translation, as applicable.
-- Adjusted EBITDAC margin - Gallagher defines this measure as adjusted
EBITDAC divided by total adjusted revenues (defined above).
-- Diluted net earnings per share (as adjusted) for the Brokerage and Risk
Management segments - Gallagher defines this measure as net earnings
adjusted to exclude the after-tax impact of net gains realized from
sales of books of business, acquisition integration costs, New Zealand
earthquake claims administration, South Australia and claim portfolio
transfer ramp up fees/costs, the impact of foreign currency translation,
workforce related charges, lease termination related charges,
acquisition related adjustments and effective income tax rate impact
divided by diluted weighted average shares outstanding. The effective
income tax rate impact represents the difference in income tax expense
for tax amounts derived using the actual effective tax rate compared to
tax amounts derived using a normalized effective tax rate.
Organic Revenues - For the Brokerage segment, organic change in base commission and fee revenues excludes the first twelve months of net commission and fee revenues generated from acquisitions accounted for as purchases and the net commission and fee revenues related to operations disposed of in each year presented. These commissions and fees are excluded from organic revenues in order to help interested persons analyze the revenue growth associated with the operations that were a part of Gallagher in both the current and prior year. In addition, change in organic growth excludes the impact of supplemental commission and contingent commission revenues and the period-over-period impact of foreign currency translation. The amounts excluded with respect to foreign currency translation are calculated by applying current year foreign exchange rates to the same periods in the prior year. For the Risk Management segment, organic change in fee revenues excludes the first twelve months of fee revenues generated from acquisitions accounted for as purchases and the fee revenues related to operations disposed of in each year presented. In addition, change in organic growth excludes the impact of South Australia ramp up fees, New Zealand earthquake claims administration and the period-over-period impact of foreign currency translation to improve the comparability of our results between periods by eliminating the impact of the items that have a high degree of variability or are due to the limited-time nature of these revenue sources.
These revenue items are excluded from organic revenues in order to determine a comparable measurement of revenue growth that is associated with the revenue sources that are expected to continue in the current year and beyond. Gallagher has historically viewed organic revenue growth as an important indicator when assessing and evaluating the performance of its Brokerage and Risk Management segments. Gallagher also believes that using this measure allows readers of our financial statements to measure, analyze and compare the growth from its Brokerage and Risk Management segments in a meaningful and consistent manner.
Reconciliation of Non-GAAP Information Presented to GAAP Measures - This press release includes tabular reconciliations to the most comparable GAAP measures, as follows: for EBITDAC (on page 9), for adjusted revenues, adjusted EBITDAC and adjusted diluted net earnings per share (on page 2), for organic revenue measures (on pages 3 and 4, respectively, for the Brokerage and Risk Management segments), for adjusted compensation and operating expenses and adjusted EBITDAC margin (on pages 4 and 5, respectively, for the Brokerage and Risk Management segments). Reported compensation and operating expense ratios can be found in the supplemental quarterly data available at www.ajg.com.
(8 of 11)
Arthur J. Gallagher & Co
Reported Statement of Earnings and EBITDAC - 4th Qtr and Year Ended December 31,
(Unaudited - in millions except per share, percentage and workforce data)
4th Q Ended 4th Q Ended Year Ended Year Ended
Brokerage Segment Dec 31, 2013 Dec 31, 2012 Dec 31, 2013 Dec 31, 2012
------------ ------------ ------------ ------------
Commissions $426.3 $339.8 $1,553.1 $1,302.5
Fees 130.0 121.8 450.5 403.2
Supplemental commissions 23.9 17.6 77.3 67.9
Contingent commissions 8.6 5.9 52.1 42.9
Investment income and gains realized on books of
business sales 3.9 4.0 11.3 11.1
Revenues 592.7 489.1 2,144.3 1,827.6
Compensation 370.1 316.9 1,290.4 1,131.6
Operating 101.0 83.1 369.9 312.7
Depreciation 9.0 6.4 31.1 24.7
Amortization 34.5 25.1 122.7 96.2
Change in estimated acquisition earnout payables 1.0 2.6 2.6 3.6
Expenses 515.6 434.1 1,816.7 1,568.8
Earnings before income taxes 77.1 55.0 327.6 258.8
Provision for income taxes 26.6 23.5 122.8 103.0
Net earnings $50.5 $31.5 $204.8 $155.8
===== ===== ====== ======
EBITDAC
Net earnings $50.5 $31.5 $204.8 $155.8
Provision for income taxes 26.6 23.5 122.8 103.0
Depreciation 9.0 6.4 31.1 24.7
Amortization 34.5 25.1 122.7 96.2
Change in estimated acquisition earnout payables 1.0 2.6 2.6 3.6
EBITDAC $121.6 $89.1 $484.0 $383.3
====== ===== ====== ======
4th Q Ended 4th Q Ended Year Ended Year Ended
Risk Management Segment Dec 31, 2013 Dec 31, 2012 Dec 31, 2013 Dec 31, 2012
------------ ------------ ------------ ------------
Fees $150.9 $143.9 $609.0 $568.5
Investment income 0.6 0.9 2.0 3.2
Revenues 151.5 144.8 611.0 571.7
Compensation 97.0 90.7 370.5 347.0
Operating 35.6 35.8 146.0 137.7
Depreciation 5.2 4.2 19.4 16.0
Amortization 0.6 0.8 2.5 2.8
Change in estimated acquisition earnout payables (0.8) (0.2) (0.9) (0.2)
Expenses 137.6 131.3 537.5 503.3
Earnings before income taxes 13.9 13.5 73.5 68.4
Provision for income taxes 5.2 4.6 27.3 25.9
Net earnings $8.7 $8.9 $46.2 $42.5
==== ==== ===== =====
EBITDAC
Net earnings $8.7 $8.9 $46.2 $42.5
Provision for income taxes 5.2 4.6 27.3 25.9
Depreciation 5.2 4.2 19.4 16.0
Amortization 0.6 0.8 2.5 2.8
Change in estimated acquisition earnout payables (0.8) (0.2) (0.9) (0.2)
EBITDAC $18.9 $18.3 $94.5 $87.0
===== ===== ===== =====
4th Q Ended 4th Q Ended Year Ended Year Ended
Corporate Segment Dec 31, 2013 Dec 31, 2012 Dec 31, 2013 Dec 31, 2012
------------ ------------ ------------ ------------
Revenues from consolidated clean coal facilities $141.9 $32.7 $387.1 $98.0
Royalty income from clean coal
licenses 8.8 8.5 32.0 27.6
Loss from unconsolidated clean coal
facilities (2.3) (1.9) (6.6) (6.0)
Other net revenues (2.4) - 11.8 1.4
Revenues 146.0 39.3 424.3 121.0
Cost of revenues from consolidated clean coal
facilities 155.7 37.2 437.3 111.6
Compensation 6.0 3.4 24.1 14.8
Operating 11.1 10.7 36.5 32.8
Interest 13.9 10.9 50.1 43.0
Depreciation 1.0 0.2 2.9 0.7
Expenses 187.7 62.4 550.9 202.9
Loss before income taxes (41.7) (23.1) (126.6) (81.9)
Benefit for income taxes (42.5) (16.2) (144.2) (78.6)
Net earnings $0.8 $(6.9) $17.6 $(3.3)
==== ===== ===== =====
EBITDAC
Net earnings $0.8 $(6.9) $17.6 $(3.3)
Benefit for income taxes (42.5) (16.2) (144.2) (78.6)
Interest 13.9 10.9 50.1 43.0
Depreciation 1.0 0.2 2.9 0.7
EBITDAC $(26.8) $(12.0) $(73.6) $(38.2)
====== ====== ====== ======
See "Information Regarding Non-GAAP Measures" on page 7 of 11.
(9 of 11)
Arthur J. Gallagher & Co
Reported Statement of Earnings and EBITDAC - 4th Qtr and Year Ended December 31,
(Unaudited - in millions except share and per share data)
4th Q Ended 4th Q Ended Year Ended Year Ended
Total Company Dec 31, 2013 Dec 31, 2012 Dec 31, 2013 Dec 31, 2012
------------ ------------ ------------ ------------
Commissions $426.3 $339.8 $1,553.1 $1,302.5
Fees 280.9 265.7 1,059.5 971.7
Supplemental commissions 23.9 17.6 77.3 67.9
Contingent commissions 8.6 5.9 52.1 42.9
Investment income and gains realized on books of
business sales 4.5 4.9 13.3 14.3
Revenues from clean coal
activities 148.4 39.3 412.5 119.6
Other net revenues - Corporate (2.4) - 11.8 1.4
Revenues 890.2 673.2 3,179.6 2,520.3
Compensation 473.1 411.0 1,685.0 1,493.4
Operating 147.7 129.6 552.4 483.2
Cost of revenues from clean
coal activities 155.7 37.2 437.3 111.6
Interest 13.9 10.9 50.1 43.0
Depreciation 15.2 10.8 53.4 41.4
Amortization 35.1 25.9 125.2 99.0
Change in estimated acquisition earnout payables 0.2 2.4 1.7 3.4
Expenses 840.9 627.8 2,905.1 2,275.0
Earnings before income taxes 49.3 45.4 274.5 245.3
Provision (benefit) for income
taxes (10.7) 11.9 5.9 50.3
Net earnings $60.0 $33.5 $268.6 $195.0
===== ===== ====== ======
Diluted net earnings per share $0.45 $0.27 $2.06 $1.59
===== ===== ===== =====
Dividends declared per share $0.35 $0.34 $1.40 $1.36
===== ===== ===== =====
EBITDAC
Net earnings $60.0 $33.5 $268.6 $195.0
Provision (benefit) for income
taxes (10.7) 11.9 5.9 50.3
Interest 13.9 10.9 50.1 43.0
Depreciation 15.2 10.8 53.4 41.4
Amortization 35.1 25.9 125.2 99.0
Change in estimated acquisition earnout payables 0.2 2.4 1.7 3.4
EBITDAC $113.7 $95.4 $504.9 $432.1
====== ===== ====== ======
Arthur J. Gallagher & Co
Consolidated Balance Sheet
(Unaudited - in millions except per share data)
Dec 31, 2013 Dec 31, 2012
Cash and cash equivalents $298.1 $302.1
Restricted cash 1,027.4 851.6
Premiums and fees receivable 1,288.8 1,096.1
Other current assets 261.3 179.7
----- -----
Total current assets 2,875.6 2,429.5
Fixed assets - net 160.4 105.4
Deferred income taxes 279.8 251.8
Other noncurrent assets 320.7 283.3
Goodwill - net 2,145.2 1,472.7
Amortizable intangible assets - net 1,078.8 809.6
Total assets $6,860.5 $5,352.3
Premiums payable to insurance and
reinsurance companies $2,154.7 $1,819.7
Accrued compensation and other
accrued liabilities 370.6 306.7
Unearned fees 84.5 70.6
Other current liabilities 44.5 36.9
Corporate related borrowings -
current 630.5 129.0
Total current liabilities 3,284.8 2,362.9
Corporate related borrowings -
noncurrent 825.0 725.0
Other noncurrent liabilities 665.2 605.8
Total liabilities 4,775.0 3,693.7
Stockholders' equity:
Common stock -issued and
outstanding 133.6 125.6
Capital in excess of par value 1,358.1 1,055.4
Retained earnings 596.4 510.4
Accumulated other comprehensive loss (2.6) (32.8)
Total stockholders' equity 2,085.5 1,658.6
Total liabilities and
stockholders' equity $6,860.5 $5,352.3
See "Information Regarding Non-GAAP Measures" on page 7 of 11.
(10 of 11)
Arthur J. Gallagher & Co
Other Information and Notes
(Unaudited - data is rounded where indicated)
4th Q Ended 4th Q Ended Year Ended Year Ended
OTHER INFORMATION Dec 31, 2013 Dec 31, 2012 Dec 31, 2013 Dec 31, 2012
------------ ------------ ------------ ------------
Basic weighted average shares outstanding (000s) 132,334 124,941 128,894 121,018
Diluted weighted average shares outstanding
(000s) 133,990 126,315 130,467 122,478
Common shares repurchased (000s) - 20 - 82
Common shares issued for acquisitions and
earnouts (000s) 1,743 470 5,181 7,792
Number of acquisitions closed 14 22 31 60
Annualized revenues acquired (in
millions) $207.5 $76.2 $383.9 $231.7
Workforce at end of period (includes acquisitions):
Brokerage 11,193 9,002
Risk Management 4,806 4,390
Total Company 16,336 13,707
Contact: Marsha Akin
Director - Investor Relations
630-285-3501 or marsha_akin@ajg.com
(11 of 11)
SOURCE Arthur J. Gallagher & Co.
