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8-K - 8-K - Towers Watson & Co.a11-29161_28k.htm

Exhibit 99.1

 

Global Headquarters

 

875 Third Avenue

New York, NY 10022

T +1 212 725 7550

F +1 212 644 6483

 

towerswatson.com

 

News

 

Investor Contact

 

Name:

Roger Millay

Phone Number:

703-258-7920

Email:

Roger.Millay@towerswatson.com

 

Towers Watson Reports First Quarter Adjusted Diluted EPS of $1.19

 

Increases Expected Fiscal 2012 Adjusted Diluted EPS Range to $4.95 to $5.10

 

New York — November 7, 2011 — Towers Watson (NYSE, NASDAQ: TW), a leading global professional services company, today announced financial results for the first quarter of fiscal year 2012, which ended September 30, 2011.

 

Revenues were $810 million for the quarter, an increase of 8% (5% constant currency) from $751 million for the first quarter of fiscal 2011. On an organic basis which excludes the impact of changes in foreign currency exchange rates, acquisitions and divestitures, revenues increased 2% from the prior-year first quarter.

 

EBITDA for the first quarter of fiscal 2012 was $132 million, or 16% of revenues, an increase from $92 million, or 12% of revenues, for the prior-year first quarter. Adjusted EBITDA for the first quarter of fiscal 2012 was $162 million, or 20% of revenues, an increase from $131 million, or 18% of revenues, for the prior-year first quarter.  Adjusted EBITDA excludes transaction and integration costs as well as non-cash stock-based compensation arising from the merger.

 

Net income attributable to controlling interests for the first quarter of fiscal 2012 was $60 million, an increase from $33 million for the prior-year first quarter. For the quarter, diluted earnings per share were $0.82 and adjusted diluted earnings per share were $1.19. Adjusted diluted earnings per share increased 29% from the prior-year first quarter. Adjusted diluted earnings per share include a normalized income tax rate and exclude transaction and integration costs, non-cash stock-based compensation arising from the merger, amortization of merger accounting intangible assets and non-recurring other income. The normalized tax rate for the quarter was 37%.

 

“We are pleased with how our business performed this quarter,” said John Haley, chief executive officer. “We continue to deliver revenue growth while maintaining strong margins. While the general economic environment remains uncertain, I am confident that Towers Watson continues to be well-positioned for success.”

 

1



 

First Quarter Company Highlights

 

Benefits

 

For the quarter, the Benefits segment had revenues of $455 million, an increase of 7% (2% organic) from $425 million in the prior-year first quarter. Revenues increased in all lines of business:  Retirement; Technology and Administration Solutions; and Health and Group Benefits. Retirement and Technology and Administration Solutions were led by increased client activity in North America.  Health and Group Benefits continued to see increased client demand for strategy work. The Benefits segment had a Net Operating Income (“NOI”) margin of 32% in the first quarter of fiscal 2012.

 

Risk and Financial Services

 

For the quarter, the Risk and Financial Services segment had revenues of $194 million, an increase of 17% (3% organic) from $166 million in the prior-year first quarter. All lines of business grew this quarter. Overall segment growth was driven by increases in Risk Consulting and Software, which was largely due to the acquisition of EMB. Organic growth within the segment was led by Brokerage, which saw new business activity in Europe and improving pricing conditions. Investment Services continued to experience softness in Europe, which was offset by increases in North America and Asia Pacific. The Risk and Financial Services segment had an NOI margin of 26% in the first quarter of fiscal 2012.

 

Talent and Rewards

 

For the quarter, the Talent and Rewards segment had revenues of $140 million, an increase of 3% (2% organic) from $136 million in the prior-year first quarter. Organic growth in Rewards, Talent and Communication and Executive Compensation was partially offset by soft revenues in Data, Surveys and Technology. Increased client demand and strong activity around the annual benefits enrollment cycle contributed to the quarter. The Talent and Rewards segment had an NOI margin of 18% in the first quarter of fiscal 2012.

 

Outlook for Fiscal 2012

 

For fiscal 2012, the company expects to report revenues in the range of $3.4 billion to $3.5 billion and adjusted diluted earnings per share in the range of $4.95 to $5.10.  Adjusted diluted earnings per share include a normalized income tax rate and exclude transaction and integration costs, non-cash stock-based compensation arising from the merger, amortization of merger accounting intangible assets and non-recurring other income.  This guidance assumes an average exchange rate of 1.60 U.S. dollars to the British Pound and 1.40 U.S. dollars to the Euro for the remainder of fiscal 2012.

 

For the second quarter of fiscal 2012, the company expects to report revenues in the range of $840 million to $855 million and adjusted diluted earnings per share in the range of $1.18 to $1.22. Adjusted diluted earnings per share include a normalized income tax rate and exclude transaction and integration costs, non-cash stock-based compensation arising from the merger,  amortization of merger accounting intangible assets and non-recurring other income. This guidance assumes an average exchange rate of 1.60 U.S. dollars to the British Pound and 1.40 U.S. dollars to the Euro for the second quarter of fiscal 2012.

 

2



 

Conference Call

 

The company will host a live webcast and conference call to discuss the financial results for the first quarter of fiscal 2012. It will be held on Monday, November 7, 2011, beginning at 9:00 a.m. Eastern Time, and can be accessed via the Internet at www.towerswatson.com. The replay of the call will be available shortly after the live call for a period of three months. A telephonic replay will also be available for one week after the call by dialing 617-801-6888 and using confirmation number 18511771.

 

About Towers Watson

 

Towers Watson (NYSE, NASDAQ: TW) is a leading global professional services company that helps organizations improve performance through effective people, risk and financial management. The company offers solutions in the areas of employee benefits, talent management, rewards, and risk and capital management. Towers Watson has 14,000 associates around the world and is located on the web at www.towerswatson.com.

 

Use of Non-GAAP Measures

 

The company defines EBITDA as net income before non-controlling interests adjusted for provision for income taxes, interest, depreciation and amortization. We use EBITDA in evaluating our financial performance. Although EBITDA is not a measure of financial condition or performance determined in accordance with U.S. generally accepted accounting principles (GAAP), we believe that it is a useful measure for evaluating our results of operations as compared from period to period and in providing a baseline for the evaluation of future operating performance. A reconciliation of net income before non-controlling interests to EBITDA is included in the accompanying tables to today’s press release. EBITDA is not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies unless the definition is the same.

 

The company also uses adjusted measures of income to evaluate its performance internally and separately evaluates its performance of transaction and integration activities as well as changes in tax law. Adjusted EBITDA and Adjusted diluted earnings per share are not determined in accordance with GAAP. However, we believe these measures are useful in evaluating our results of operations and in providing a baseline for the evaluation of future operating results.  Reconciliations of EBITDA to Adjusted EBITDA (and from net income before non-controlling interests, the most comparable GAAP financial measure, to EBITDA), and diluted earnings per share to Adjusted diluted earnings per share are included in the accompanying tables to today’s press release. Adjusted measures of income may not be defined in the same manner by all companies, and our adjusted measures of income may not be comparable to similarly titled measures of other companies unless the definition is the same.

 

Non-GAAP measures should be considered in addition to the information contained within our financial statements.

 

3



 

Forward-Looking Statements

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, “continue”, or similar words, expressions or the negative of such terms or other comparable terminology. Such statements are based upon the current beliefs and expectations of Towers Watson’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

 

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements:  the risk that the Towers Perrin and Watson Wyatt businesses will not be integrated successfully; the risk that anticipated cost savings and any other synergies from the merger of Towers Perrin and Watson Wyatt may not be fully realized or may take longer to realize than expected; the ability to successfully make and integrate profitable acquisitions; the risk that the acquisitions of EMB or Aliquant Corporation are not profitable or are not otherwise successfully integrated; the ability to successfully address issues surrounding the number of company shares that will become freely tradable on January 1, 2012; our ability to respond to rapid technological changes; the ability to recruit and retain qualified employees, particularly given the company’s recent changes in employee compensation plans; and to retain client relationships, particularly in the executive compensation business, given recent Securities and Exchange Commission (SEC) and other regulatory actions; and the risk that a significant or prolonged economic downturn could have a material adverse effect on Towers Watson’s business, financial condition and results of operations. Additional risks and factors are identified under “Risk Factors” in Towers Watson’s Annual Report on Form 10-K filed on August 29, 2011 with the SEC.

 

You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. Towers Watson does not undertake an obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changed expectations or otherwise.

 

4



 

TOWERS WATSON & CO.

Segment Information

(Thousands of U.S. Dollars)

(Unaudited)

 

Segment Revenue

 

 

 

Revenue for the Three

 

 

 

 

 

 

 

 

 

 

 

Months Ended September 30

 

% Change

 

Currency

 

Acquisitions/

 

% Change

 

 

 

2011

 

2010

 

GAAP

 

Impact

 

Divestitures

 

Organic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefits

 

$

454,506

 

$

424,740

 

7

%

3

%

2

%

2

%

Risk & Financial Services

 

194,138

 

166,351

 

17

%

4

%

10

%

3

%

Talent & Rewards

 

139,791

 

136,238

 

3

%

3

%

-2

%

2

%

Reportable Segments

 

$

788,435

 

$

727,329

 

 

 

 

 

 

 

 

 

 

Reconciliation of Reportable Segment Revenues to Consolidated Revenues

 

 

 

Three Months Ended September 30

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Reportable Segments

 

$

788,435

 

$

727,329

 

Reimbursable Expenses and Other

 

21,916

 

24,112

 

Consolidated Revenues

 

$

810,351

 

$

751,441

 

 

Segment Net Operating Income

 

 

 

Three Months Ended September 30

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Benefits

 

$

144,280

 

$

125,930

 

Risk & Financial Services

 

49,512

 

39,165

 

Talent & Rewards

 

25,214

 

29,407

 

Reportable Segments

 

$

219,006

 

$

194,502

 

 

Reconciliation of Reportable Segment Net Operating Income to Income from Operations

 

 

 

Three Months Ended September 30

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Reportable Segments

 

$

219,006

 

$

194,502

 

Differences in Allocation Methods

 

14,623

 

9,786

 

Amortization of Intangible Assets

 

(13,313

)

(11,739

)

Transaction and Integration Expenses

 

(20,907

)

(17,690

)

Stock-Based Compensation

 

(11,134

)

(23,725

)

Discretionary Compensation

 

(90,733

)

(88,475

)

Other, net

 

(2,533

)

(3,469

)

Income from Operations

 

$

95,009

 

$

59,190

 

 

5



 

TOWERS WATSON & CO.

Reconciliation of Non-GAAP Measures

(Thousands of U.S. Dollars, Except Per Share Data)

(Unaudited)

 

The company completed the merger of Towers Perrin and Watson Wyatt on January 1, 2010, and is incurring significant transaction and integration costs.  The company is also incurring significant non-cash charges from stock-based compensation arising from the merger and the amortization of merger accounting intangible assets.  The company’s management uses adjusted measures of income to evaluate its performance internally and separately evaluates its performance of transaction and integration activities.  Management determined that this information is useful to investors in evaluating its results of operations and providing a baseline for evaluation of future operating results.  Reconciliations of our non-GAAP measures to GAAP measures are as follows.

 

 

 

Three Months Ended

 

 

 

September 30, 2011

 

 

 

 

 

Diluted EPS per GAAP

 

$

0.82

 

 

 

 

 

Amortization of intangible assets

 

0.12

 

Transaction and integration expenses including severance

 

0.17

 

Stock-based compensation

 

0.10

 

Release of acquisition-related liability

 

(0.01

)

Other Merger-related tax item

 

(0.01

)

 

 

 

 

Adjusted Diluted EPS

 

$

1.19

 

 

 

 

Three Months Ended

 

 

 

 

 

September 30, 2011

 

 

 

September 30, 2010

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income Before Non-Controlling Interests

 

$

60,286

 

 

 

$

33,729

 

 

 

Provision for Income Taxes

 

35,501

 

 

 

25,130

 

 

 

Interest, net

 

1,358

 

 

 

2,058

 

 

 

Depreciation and Amortization

 

34,507

 

 

 

30,880

 

 

 

EBITDA

 

$

131,652

 

 

 

$

91,797

 

 

 

 

 

 

 

 

 

 

 

 

 

EBITDA and EBITDA Margin

 

$

131,652

 

16.2

%

91,797

 

12.2

%

 

 

 

 

 

 

 

 

 

 

Transaction and Integration Costs

 

20,907

 

2.6

%

17,690

 

2.4

%

Stock-Based Compensation

 

11,134

 

1.4

%

23,725

 

3.2

%

Other Non-Operating Income (a)

 

(2,136

)

-0.3

%

(1,727

)

-0.2

%

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA and EBITDA Margin

 

$

161,557

 

19.9

%

131,485

 

17.5

%

 


(a) Other non-operating income includes income from affiliates and other non-operating income

 

6


 


 

TOWERS WATSON & CO.

Condensed Consolidated Statements of Operations

(Thousands of U.S. Dollars, Except Per Share Data)

 

(Unaudited)

 

 

 

 

Three months ended September 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Revenue

 

$

810,351

 

$

751,441

 

 

 

 

 

 

 

Costs of providing services:

 

 

 

 

 

Salaries and employee benefits

 

497,473

 

491,657

 

Professional and subcontracted services

 

64,272

 

58,068

 

Occupancy

 

35,371

 

35,472

 

General and administrative expenses

 

62,812

 

58,484

 

Depreciation and amortization

 

34,507

 

30,880

 

Transaction and integration expenses

 

20,907

 

17,690

 

 

 

715,342

 

692,251

 

 

 

 

 

 

 

Income from operations

 

95,009

 

59,190

 

 

 

 

 

 

 

Income from affiliates

 

292

 

164

 

Interest income

 

1,316

 

1,295

 

Interest expense

 

(2,674

)

(3,353

)

Other non-operating income

 

1,844

 

1,563

 

 

 

 

 

 

 

Income before income taxes

 

95,787

 

58,859

 

 

 

 

 

 

 

Provision for income taxes

 

35,501

 

25,130

 

 

 

 

 

 

 

Net income before non-controlling interests

 

60,286

 

33,729

 

 

 

 

 

 

 

Net income attributable to non-controlling interests

 

582

 

487

 

 

 

 

 

 

 

Net Income attributable to controlling interests

 

$

59,704

 

$

33,242

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

Net income attributable to controlling interests - basic

 

$

0.82

 

$

0.45

 

Net income attributable to controlling interests - diluted

 

$

0.82

 

$

0.45

 

 

 

 

 

 

 

Weighted average shares of common stock, basic (000)

 

73,090

 

74,235

 

Weighted average shares of common stock, diluted (000)

 

73,253

 

74,306

 

 

7



 

TOWERS WATSON & CO.

Condensed Consolidated Balance Sheets

(Thousands of U.S. Dollars, Except Share Data)

(Unaudited)

 

 

 

September 30,

 

June 30,

 

 

 

2011

 

2011

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash and cash equivalents

 

$

364,069

 

528,923

 

Restricted cash

 

167,501

 

153,154

 

Short-term investments

 

45,264

 

43,682

 

Receivables from clients:

 

 

 

 

 

Billed, net of allowances of $13,185 and $12,636

 

451,258

 

502,910

 

Unbilled, at estimated net realizable value

 

308,774

 

276,020

 

 

 

760,032

 

778,930

 

 

 

 

 

 

 

Other current assets

 

140,037

 

145,862

 

Total current assets

 

1,476,903

 

1,650,551

 

Fixed assets, net

 

263,193

 

252,343

 

Deferred income taxes

 

160,661

 

188,569

 

Goodwill

 

1,877,689

 

1,943,574

 

Intangible assets, net

 

673,312

 

694,922

 

Other assets

 

350,337

 

368,991

 

 

 

 

 

 

 

Total Assets

 

$

4,802,095

 

5,098,950

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable, accrued liabilities and deferred income

 

$

250,153

 

285,793

 

Fiduciary liabilities

 

167,501

 

147,902

 

Notes payable

 

99,848

 

99,341

 

Employee-related liabilities

 

360,047

 

573,214

 

Other current liabilities

 

17,509

 

71,944

 

Total current liabilities

 

895,058

 

1,178,194

 

Revolving credit facility

 

75,071

 

0

 

Accrued retirement benefits and other employee-related liabilities

 

787,472

 

811,779

 

Professional liability claims reserve

 

298,380

 

312,258

 

Other noncurrent liabilities

 

195,558

 

194,049

 

 

 

 

 

 

 

Total Liabilities

 

2,251,539

 

2,496,280

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

Class A Common Stock - $.01 par value: 300,000,000 shares authorized; 57,954,879 and 57,897,889 issued and 56,285,100 and 56,949,548 outstanding

 

579

 

579

 

Class B Common Stock - $.01 par value: 93,500,000 shares authorized; 16,593,873 and 16,651,890 issued and 16,593,873 and 16,651,890 outstanding

 

166

 

167

 

Additional paid-in capital

 

1,789,289

 

1,773,285

 

Treasury stock, at cost - 1,669,779 and 948,341 shares

 

(95,321

)

(52,360

)

Retained earnings

 

936,831

 

883,161

 

Accumulated other comprehensive loss

 

(92,647

)

(13,305

)

Total Stockholders’ Equity

 

2,538,897

 

2,591,527

 

Non-controlling interest

 

11,659

 

11,143

 

Total Equity

 

2,550,556

 

2,602,670

 

 

 

 

 

 

 

Total Liabilities and Total Equity

 

$

4,802,095

 

5,098,950

 

 

8



 

TOWERS WATSON & CO.

Condensed Consolidated Statements of Cash Flows

(Thousands of U.S. Dollars)

(Unaudited)

 

 

 

Three Months ended September 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Cash flows used in operating activities:

 

 

 

 

 

Net income before non-controlling interests

 

$

60,286

 

$

33,729

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

Provision for doubtful receivables from clients

 

8,484

 

4,370

 

Depreciation

 

21,194

 

19,110

 

Amortization of intangible assets

 

13,313

 

11,770

 

Provision for deferred income taxes

 

22,455

 

4,403

 

Equity from affiliates

 

212

 

(202

)

Stock based compensation

 

16,004

 

24,225

 

Other, net

 

2,107

 

(1,643

)

Changes in operating assets and liabilities (net of business acquisitions)

 

 

 

 

 

Receivables from clients

 

(12,879

)

(34,422

)

Restricted cash

 

(15,952

)

(2,535

)

Other current assets

 

(6,952

)

(7,345

)

Other noncurrent assets

 

(13,437

)

(2,262

)

Accounts payable, accrued liabilities and deferred income

 

(27,671

)

14,308

 

Employee related liabilities

 

(179,690

)

(68,981

)

 

 

 

 

 

 

Fiduciary liabilities

 

21,204

 

2,535

 

Accrued retirement benefits and other employee related liabilities

 

(2,765

)

(30,597

)

Professional liability claims reserves

 

(41,582

)

(16,593

)

Other current liabilities

 

143

 

4,103

 

Other noncurrent liabilities

 

(6,403

)

4,630

 

Income tax related accounts

 

(4,798

)

6,982

 

Cash flows used in operating activities:

 

(146,727

)

(34,415

)

 

 

 

 

 

 

Cash flows used in investing activities:

 

 

 

 

 

Cash paid for business acquisitions

 

 

(3,491

)

Purchases of fixed assets

 

(33,317

)

(6,290

)

Capitalized software costs

 

(5,323

)

(5,588

)

Purchases of held-to-maturity securities

 

 

(14,295

)

Purchases of available-for-sale securities

 

 

(20,201

)

Redemption of available-for-sale securities

 

28,328

 

17,691

 

Proceeds from divestitures

 

 

1,318

 

Cash flows used in investing activities:

 

(10,312

)

(30,856

)

 

 

 

 

 

 

Cash flows from (used in) financing activities:

 

 

 

 

 

Borrowings under credit facility

 

75,000

 

164

 

Repayments under credit facility

 

 

 

Dividends paid

 

(5,376

)

(5,248

)

Repurchases of common stock

 

(54,765

)

 

Tax payment on vested shares

 

(6,046

)

 

Issuances of common stock and excess tax benefit

 

1,276

 

1,337

 

Cash flows from (used in) financing activities:

 

10,089

 

(3,747

)

 

 

 

 

 

 

Effect of exchange rates on cash

 

(17,904

)

14,576

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(164,854

)

(54,442

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

528,923

 

435,927

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

364,069

 

$

381,485

 

 

9