Revenues for the fourth quarter of 2017 under U.S. generally accepted accounting principles (“GAAP”) were
Revenues for the twelve months ended December 31, 2017 under GAAP were
RECONCILIATION OF TOTAL REVENUES TO
TOTAL REVENUES - ADJUSTED(1)
Twelve Months Ended
(in millions, unaudited)
Three Months Ended | Change | Twelve Months Ended | Change | ||||||||||||||||||||||||||
12/31/2017 | 12/31/2016 | $ | % | 12/31/2017 | 12/31/2016 | $ | % | ||||||||||||||||||||||
Total revenues | $ | 474.3 | $ | 433.6 | $ | 40.7 | 9.4 | % | $ | 1,881.3 | $ | 1,766.6 | $ | 114.7 | 6.5 | % | |||||||||||||
Legal Settlement | — | — | — | (20.0 | ) | — | (20.0 | ) | |||||||||||||||||||||
Total revenues - adjusted | $ | 474.3 | $ | 433.6 | $ | 40.7 | 9.4 | % | $ | 1,861.3 | $ | 1,766.6 | $ | 94.7 | 5.4 | % |
(1) “Total revenues - adjusted,” a non-GAAP measure, is defined as Total revenues, excluding the beneficial impact of the
RECONCILIATION OF COMMISSIONS AND FEES
TO ORGANIC REVENUE(2)
Three and Twelve Months Ended December 31, 2017 and 2016
(in millions, unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||
12/31/2017 | 12/31/2016 | 12/31/2017 | 12/31/2016 | ||||||||||||
Commissions and fees | $ | 473.4 | $ | 433.1 | $ | 1,857.3 | $ | 1,762.8 | |||||||
Less profit-sharing contingent commissions | 6.8 | 7.4 | 52.2 | 54.0 | |||||||||||
Less guaranteed supplemental commissions | 2.2 | 2.6 | 10.4 | 11.5 | |||||||||||
Core commissions and fees | 464.4 | 423.1 | 1,794.7 | 1,697.3 | |||||||||||
Less acquisition revenues | 4.8 | — | 27.7 | — | |||||||||||
Less divested businesses | — | 2.7 | — | 4.9 | |||||||||||
Organic revenue | $ | 459.6 | $ | 420.4 | $ | 1,767.0 | $ | 1,692.4 | |||||||
Organic revenue growth | $ | 39.2 | $ | 74.6 | |||||||||||
Organic revenue growth % | 9.3 | % | 4.4 | % |
(2) "Organic Revenue," a non-GAAP measure, is defined as Commissions and fees less (i) the first twelve months of commission and fee revenues generated from acquisitions, less (ii) profit-sharing contingent commissions (revenues from insurance companies based upon the volume and the growth and/or profitability of the business placed with such companies during the prior year - “Contingents”), less (iii) guaranteed supplemental commissions (commissions from insurance companies based solely upon the volume of the business placed with such companies during the current year - “GSCs”), and less (iv) divested business (net commissions and fees generated from offices, and books of business sold by the Company) with the associated revenue removed from the corresponding period of the prior year. We view Organic Revenue as an important indicator when assessing and evaluating our performance on a consolidated basis and for each of our segments because it allows us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future.
Diluted earnings per share for the three months ended
RECONCILIATION OF GAAP DILUTED EARNINGS PER SHARE TO
DILUTED EARNINGS PER SHARE - ADJUSTED(3)
Three and Twelve Months Ended December 31, 2017 and 2016
(unaudited)
Three Months Ended | Change | Twelve Months Ended | Change | ||||||||||||||||||||||||
12/31/2017 | 12/31/2016 | $ | % | 12/31/2017 | 12/31/2016 | $ | % | ||||||||||||||||||||
Diluted earnings per share - GAAP basis | $ | 1.32 | $ | 0.41 | $ | 0.91 | 222.0 | % | $ | 2.81 | $ | 1.82 | $ | 0.99 | 54.4 | % | |||||||||||
Legal Settlement - net of associated legal costs | — | — | — | (0.08 | ) | — | (0.08 | ) | |||||||||||||||||||
Tax Reform Act | (0.85 | ) | — | $ | (0.85 | ) | (0.85 | ) | — | (0.85 | ) | ||||||||||||||||
Change in estimated acquisition earn-out payables | — | 0.01 | (0.01 | ) | 0.04 | 0.04 | — | ||||||||||||||||||||
Impact of accounting change(4) | — | — | $ | — | — | 0.01 | (0.01 | ) | |||||||||||||||||||
Diluted earnings per share - adjusted | 0.47 | 0.42 | 0.05 | 11.9 | % | 1.92 | 1.87 | 0.05 | 2.7 | % |
(3) “Diluted earnings per share - adjusted,” a non-GAAP measure, is defined as Diluted earnings per share, excluding the Legal Settlement net of associated legal costs, the Change in estimated acquisition earn-out payables, the impact of adopting ASU 2016-09 and for the impact of the Tax Cut and Jobs Act of 2017 (the "Tax Reform Act").
(4) Presents prior year on the same basis as current year due to adoption of ASU 2016-09.
Income before income taxes for the fourth quarter was
RECONCILIATION OF
INCOME BEFORE INCOME TAXES TO EBITDAC(5)
Three and Twelve Months Ended December 31, 2017 and 2016
(in millions, unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||
12/31/2017 | 12/31/2016 | 12/31/2017 | 12/31/2016 | ||||||||||||
Income before income taxes | $ | 106.3 | $ | 95.0 | $ | 449.7 | $ | 423.5 | |||||||
Income before income taxes margin(6) | 22.4 | % | 21.9 | % | 23.9 | % | 24.0 | % | |||||||
Less; | |||||||||||||||
Amortization | 21.0 | 21.7 | 85.4 | 86.7 | |||||||||||
Depreciation | 5.5 | 5.1 | 22.7 | 21.0 | |||||||||||
Interest | 9.4 | 9.9 | 38.3 | 39.5 | |||||||||||
Change in estimated acquisition earn-out payables | 0.9 | 2.4 | 9.2 | 9.2 | |||||||||||
EBITDAC | $ | 143.1 | $ | 134.1 | $ | 605.3 | $ | 579.9 | |||||||
EBITDAC Margin(7) | 30.2 | % | 30.9 | % | 32.2 | % | 32.8 | % | |||||||
Legal Settlement - net of associated legal costs | — | — | (18.8 | ) | — | ||||||||||
EBITDAC - adjusted | $ | 143.1 | $ | 134.1 | $ | 586.5 | $ | 579.9 | |||||||
EBITDAC Margin - adjusted(8) | 30.2 | % | 30.9 | % | 31.5 | % | 32.8 | % |
(5) "EBITDAC," a non-GAAP measure, is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables.
(6) "Income before income taxes margin" is defined as Income before income taxes divided by Total revenues.
(7) "EBITDAC Margin," a non-GAAP measure, is defined as EBITDAC divided by Total revenues.
(8) "EBITDAC Margin - adjusted," a non-GAAP measure, is defined as EBITDAC - adjusted divided by Total revenues-adjusted. A reconciliation of Total revenues to Total revenues - adjusted
is set forth in a table above in this press release.
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data; unaudited)
For the three months ended December 31, | For the twelve months ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
REVENUES | |||||||||||||||
Commissions and fees | $ | 473.4 | $ | 433.1 | $ | 1,857.3 | $ | 1,762.8 | |||||||
Investment income | 0.5 | 0.3 | 1.6 | 1.4 | |||||||||||
Other income, net | 0.4 | 0.2 | 22.4 | 2.4 | |||||||||||
Total revenues | 474.3 | 433.6 | 1,881.3 | 1,766.6 | |||||||||||
EXPENSES | |||||||||||||||
Employee compensation and benefits | 258.2 | 232.2 | 994.7 | 925.1 | |||||||||||
Other operating expenses | 73.2 | 65.4 | 283.5 | 262.9 | |||||||||||
Loss (Gain) on disposal | (0.2 | ) | 1.9 | (2.2 | ) | (1.3 | ) | ||||||||
Amortization | 21.0 | 21.7 | 85.4 | 86.7 | |||||||||||
Depreciation | 5.5 | 5.1 | 22.7 | 21.0 | |||||||||||
Interest | 9.4 | 9.9 | 38.3 | 39.5 | |||||||||||
Change in estimated acquisition earn-out payables | 0.9 | 2.4 | 9.2 | 9.2 | |||||||||||
Total expenses | 368.0 | 338.6 | 1,431.6 | 1,343.1 | |||||||||||
Income before income taxes | 106.3 | 95.0 | 449.7 | 423.5 | |||||||||||
Income taxes (benefit) | (81.2 | ) | 37.3 | 50.1 | 166.0 | ||||||||||
Net income | $ | 187.5 | $ | 57.7 | $ | 399.6 | $ | 257.5 | |||||||
Net income per share: | |||||||||||||||
Basic | $ | 1.35 | $ | 0.41 | $ | 2.86 | $ | 1.84 | |||||||
Diluted | $ | 1.32 | $ | 0.41 | $ | 2.81 | $ | 1.82 | |||||||
Weighted average number of shares outstanding - in thousands: | |||||||||||||||
Basic | 135,392 | 136,547 | 136,290 | 136,139 | |||||||||||
Diluted | 138,101 | 138,405 | 138,793 | 137,804 | |||||||||||
Dividends declared per share | $ | 0.15 | $ | 0.14 | $ | 0.56 | $ | 0.50 |
CONSOLIDATED BALANCE SHEETS
(in millions, except share data, unaudited)
December 31, 2017 |
December 31, 2016 |
||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 573.4 | $ | 515.7 | |||
Restricted cash and investments | 250.7 | 265.6 | |||||
Short-term investments | 25.0 | 15.0 | |||||
Premiums, commissions and fees receivable | 556.1 | 502.5 | |||||
Reinsurance recoverable | 477.8 | 78.1 | |||||
Prepaid reinsurance premiums | 321.0 | 308.7 | |||||
Other current assets | 47.9 | 50.6 | |||||
Total current assets | 2,251.9 | 1,736.2 | |||||
Fixed assets, net | 77.1 | 75.8 | |||||
Goodwill | 2,716.1 | 2,675.4 | |||||
Amortizable intangible assets, net | 641.0 | 707.5 | |||||
Investments | 13.9 | 23.0 | |||||
Other assets | 57.3 | 44.9 | |||||
Total assets | $ | 5,757.3 | $ | 5,262.8 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Premiums payable to insurance companies | $ | 694.9 | $ | 647.6 | |||
Losses and loss adjustment reserve | 476.7 | 78.1 | |||||
Unearned premiums | 321.0 | 308.7 | |||||
Premium deposits and credits due customers | 91.6 | 83.8 | |||||
Accounts payable | 64.2 | 69.6 | |||||
Accrued expenses and other liabilities | 228.8 | 202.0 | |||||
Current portion of long-term debt | 120.0 | 55.5 | |||||
Total current liabilities | 1,997.2 | 1,445.3 | |||||
Long-term debt | 856.1 | 1,018.4 | |||||
Deferred income taxes, net | 256.2 | 357.7 | |||||
Other liabilities | 65.1 | 81.3 | |||||
Shareholders’ equity: | |||||||
Common stock, par value $0.10 per share; authorized 280,000 shares; issued 148,824 shares and outstanding 138,105 shares at 2017, issued 148,107 shares and outstanding 140,104 shares at 2016 - in thousands | 14.9 | 14.8 | |||||
Additional paid-in capital | 497.5 | 468.4 | |||||
Treasury stock, at cost 10,719 and 8,003 shares at 2017 and 2016, respectively - in thousands | (386.3 | ) | (257.7 | ) | |||
Retained earnings | 2,456.6 | 2,134.6 | |||||
Total shareholders’ equity | 2,582.7 | 2,360.1 | |||||
Total liabilities and shareholders’ equity | $ | 5,757.3 | $ | 5,262.8 |
Conference call, webcast and slide presentation
A conference call to discuss the results of the fourth quarter of 2017 will be held on
About
Forward-looking statements
This press release may contain certain statements relating to future results which are forward-looking statements, including those relating to the Company's anticipated financial results for the fourth quarter and full year ended
Non-GAAP supplemental financial information
This press release contains references to the following non-GAAP financial measures as defined in Regulation G of
Reconciliations of these supplemental non-GAAP financial information to the Company's GAAP information are contained in this earnings release. These measures are not in accordance with, or an alternative to the GAAP information provided in the Company's condensed consolidated financial statements. We present such non-GAAP supplemental financial information because we believe such information is of interest to the investment community and because we believe it provides additional meaningful methods of evaluating certain aspects of the Company’s operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. We believe these non-GAAP measures improve the comparability of results between periods by eliminating the impact of certain items that have a high degree of variability. We believe that Organic Revenue provides a meaningful representation of the Company’s operating performance; the Company has historically viewed Organic Revenue growth as an important indicator when assessing and evaluating the performance of its four segments. As disclosed in our most recent proxy statement, we use Organic Revenue and EBITDAC Margin for incentive compensation determinations for executive officers and other key employees.
Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments. This supplemental financial information should be considered in addition to, and not in lieu of, the Company’s condensed consolidated financial statements.
Chief Financial Officer
(386) 239-5770