-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UI35h3zbQwY+Dr24s6bl6f++dqZhMXtx9qZ2W2d0Pg86Q2e8Wgoo8gBPSwJuwVLJ ieoDMOOFEwtUkNt9EHwn2w== 0001157523-06-010413.txt : 20061026 0001157523-06-010413.hdr.sgml : 20061026 20061026152353 ACCESSION NUMBER: 0001157523-06-010413 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061026 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20061026 DATE AS OF CHANGE: 20061026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HUB INTERNATIONAL LTD CENTRAL INDEX KEY: 0001133016 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 364412416 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31310 FILM NUMBER: 061165684 BUSINESS ADDRESS: STREET 1: 8 NELSON STREET WEST STREET 2: 6TH FLOOR CITY: BRAMPTON STATE: A6 ZIP: L6X 4J2 BUSINESS PHONE: 905.866.5200 MAIL ADDRESS: STREET 1: 55 EAST JACKSON BOULEVARD STREET 2: FLOOR 14A CITY: CHICAGO STATE: IL ZIP: 60604 8-K 1 a5258945.txt HUB INTERNATIONAL LIMITED INC. 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _____________________________ Date of Report (Date of earliest event reported): October 26, 2006 HUB INTERNATIONAL LIMITED (Exact name of Registrant as specified in its charter) Canada (State or Other Jurisdiction of Incorporation) 1-31310 36-4412416 (Commission File Number) (I.R.S. Employer Identification Number) _____________________________ 55 East Jackson Boulevard, Chicago, Illinois 60604 (877) 402-6601 (Address of principal executive offices and telephone number, including area code) n/a (Former name or former Address, if changed since last Report) _____________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13c-4(c)) Item 2.02. Results of Operations and Financial Condition. On October 26, 2006, Hub International Limited issued a press release announcing its financial results for the third quarter ended September 30, 2006. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The foregoing information, including the information contained in the press release, is being furnished pursuant to this Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. EXHIBIT INDEX Exhibit Description 99.1 Press release of Hub International Limited dated October 26, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 26, 2006 HUB INTERNATIONAL LIMITED By: s/s "W. Kirk James" ---------------------------- Name: W. Kirk James Title: Chief Corporate Development Officer EX-99.1 2 a5258945ex991.txt EXHIBIT 99.1 Exhibit 99.1 Hub International Reports Growth in Quarter, YTD Third Quarter Revenue Increases 29% on 4% Organic Growth YTD Revenue Grows 24% on 5% Organic Growth CHICAGO--(BUSINESS WIRE)--Oct. 26, 2006--Hub International Limited (NYSE: HBG) (TSX: HBG) announced strong improvement in both revenue and key expense ratios for the three months and nine months ended September 30, 2006. Revenue increased 29% to $126.5 million in the third quarter from $98.3 million a year earlier, while net earnings from continuing operations increased to $7.0 million, or $0.17 per diluted share, from a loss of $0.3 million or a loss of $0.01 per diluted share, in the prior-year period. Net earnings reflect a number of items that can complicate comparisons between periods, as detailed in tables attached to this release. When adjusted for these items, net earnings from continuing operations increased 12% to $9.3 million in the third quarter from $8.4 million a year ago. Diluted weighted average shares outstanding increased 34% to 41.1 million from 30.6 million a year earlier. The increase is attributable primarily to the issuance of common shares in a May 2006 public offering and in connection with acquisitions, while at the same time the prior year figure for the same quarter was lower than would otherwise be the case as the company's common share equivalents, such as options, restricted share units and convertible debt, were not dilutive. As a result, diluted earnings per share from continuing operations, when adjusted for the items in the attached tables, declined to $0.23 from $0.27 a year ago. Focus Remains on Expense Control Employee cash compensation improved to 58.8% of revenue in the third quarter from 59.5% in the prior year, while selling, occupancy and administration expense improved to 19.8% from 20.7% of revenue. Combined, these two expense categories improved 171 basis points to 78.6% from 80.3% of revenue. Excluding a one-time severance charge in 2005, employee cash compensation increased to 58.8% in the third quarter from 57.9% a year ago. Seasonality and timing in Hub's revenue contributed significantly to this increase during the third quarter. Combined, excluding the one-time severance charge in 2005, these two expense categories improved eleven basis points to 78.6% from 78.7% of revenue for the quarter. Hub's 29% increase in revenue for the quarter included strong gains in both the United States and Canada. U.S. revenue grew 35% to $90.7 million from $67.2 million a year ago, including the impact of both acquisitions and 1% organic growth. In Canada, revenue rose 16% to $35.9 million from $31.0 million, with organic growth of 11%, 4% without the impact of foreign exchange. Consolidated organic growth was 4%, 2% excluding the impact of foreign exchange. Organic growth is a non-GAAP measure that describes internal growth from operations owned at least one year. Rate Softness Continues in Primary Market Areas Martin P. Hughes, chairman and chief executive officer, said organic growth was limited as rates continued to be weaker, on average, in the third quarter of 2006 than in the prior-year period. While the company's catastrophe-exposed business has experienced strong rate increases, the preponderance of the company's revenue was derived from markets where rates continued to decline. "Our sales culture and productivity continue to be strong and we achieved results within our target ranges for new business and retention during the quarter," Hughes said. "We are focused on consistent, effective execution of our growth strategies in all rate environments, as this is the key to long-term returns for our shareholders." Revenue and Earnings Rise Strongly in First Nine Months of 2006 For the first nine months of this year, revenue increased 24% to $406.6 million from $328.5 million in the same period of 2005, including the impact of both acquisitions and 5% organic growth. Excluding the impact of foreign exchange, organic growth was 3% in the first nine months of 2006. Net earnings from continuing operations increased 97.7% to $39.8 million from $20.1 million, reflecting both improved operating margins and a reduced impact from the Talbot Charge described below. Net earnings per diluted share from continuing operations rose 81.4% to $1.07 from $0.59 a year earlier, as the diluted weighted average number of shares outstanding increased 4.5% to 38.3 million from 36.7 million. As mentioned earlier, reported net earnings reflect a number of items that complicate comparisons between periods, as detailed in the attached tables. Earnings from continuing operations, when adjusted for these items, grew 24.5% to $48.3 million from $38.8 million, while earnings per diluted share, when adjusted for these items, improved 18% to $1.30 from $1.10 a year ago. U.S. revenue grew 28% to $292.7 million from $228.8 million, reflecting both acquisitions and 2% organic growth. In Canada, revenue growth of 14% to $113.9 million from $99.7 million included 12% organic growth, 4% without the impact of foreign exchange. For the nine-month period, employee cash compensation improved to 54.2% of revenue from 55.2% in the prior year, while selling, occupancy and administration expense improved to 18.1% of revenue from 18.3% a year ago. Combined, these two expense categories improved 121 basis points to 72.3% from 73.5% of revenue. Excluding the one-time severance charge in 2005, employee cash compensation improved to 54.2% of revenue from 54.7% a year ago. Combined, excluding the one-time severance charge in 2005, these two expense categories improved 73 basis points to 72.3% from 73.1% of revenue for the nine-month period. Outlook for Growth Remains Favorable Addressing current trends and outlook, Hughes said the company's fundamentals continue to improve. In combination, our emphasis on our sales culture and sales tools has created stronger links to customer information and improved performance in both account development and retention. "We see ample opportunity to grow our business, both through acquisitions of well-managed brokerages and through organic growth of our existing businesses," Hughes said. "Although we aren't benefiting from increasing rates, we are still achieving progress in our core focus areas of sales and margins." Meanwhile, the acquisition pipeline continues to be strong. During the third quarter, Hub acquired four brokerages with annualized revenue of approximately $16.3 million. Through the first nine months of 2006, the acquisition of 17 brokerages added annualized revenue of approximately $75.7 million. The Talbot Charge Hub discloses the impact of compensation related to the Talbot acquisition in order to give investors increased insight into Hub's results of operations and the effective cost of the Talbot acquisition. Total consideration paid to acquire Talbot includes both $90 million cash paid to Safeco Corporation and the issuance of Hub shares, or comparable amounts of cash, to approximately 70 Talbot executives. The total consideration is within Hub's target range of paying 5-8 times EBITDA (earnings before interest, taxes, depreciation and amortization) for acquired brokerages. As the executives participating in this earnout were not shareholders of Talbot prior to the sale, the earnout compensation they receive under the terms of the purchase agreement is recorded as compensation expense. This compensation expense, which is not deductible for tax purposes, will be charged to earnings through the first quarter of 2007 and will affect earnings comparisons through 2007, making it difficult for investors to analyze the company's results in comparison to prior years and industry peers. Hub has the option to pay the executives with cash or shares. The first Talbot earnout payment in the amount of $16.4 million was paid in cash on September 1, 2005. The second payment of $19.0 million was paid in March 2006 in common shares. Management will decide whether to make the final payment in cash, shares or a combination thereof depending on circumstances at the time of payment. In the first nine months of 2006, Hub recorded $9.9 million of compensation expense for Talbot, based on a total estimated earnout liability of approximately $57 million. The amount of this compensation may vary from quarter to quarter, reflecting profitability of Talbot. It is anticipated that the total charge to earnings for the Talbot earnout, including payments made to date, will be as follows: 2004 $14.4 million (actual) 2005 $28.7 million (actual) 2006 $11.9 million (estimate) 2007 $2.0 million (estimate) Conference Call and Webcast Hub International will discuss its financial results and outlook on a conference call scheduled for 9:30 a.m. (CT), 10:30 a.m. (ET) today, October 26, 2006. The call is being webcast by Thompson/CCBN and can be accessed at Hub International's web site at www.hubinternational.com. The webcast is also being distributed through the Thomson StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call at www.fulldisclosure.com, Thomson/CCBN's individual investor portal, powered by StreetEvents. Institutional investors can also access the call via Thomson's password-protected event management site, StreetEvents (www.streetevents.com). Headquartered in Chicago, IL, Hub International Limited is a leading North American insurance brokerage that provides a broad array of property and casualty, reinsurance, life and health, employee benefits, investment and risk management products and services through offices located in the United States and Canada. This press release may contain forward-looking statements that reflect our current views with respect to future events and financial performance. These forward-looking statements relate to, among other things, our plans and objectives for future operations and are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other factors include, but are not limited to, risks associated with implementing our business strategies, identifying and consummating acquisitions, integrating acquired brokerages, attaining greater market share, developing and implementing effective information technology systems, recruiting and retaining qualified employees, fluctuations in the premiums charged by insurance companies with corresponding fluctuations in our premium-based revenue, any loss of services of key executives, industry consolidation, increased competition in the industry, fluctuations in the demand for insurance products, exchange rates, resolution of regulatory issues, including those related to compensation arrangements with insurance companies, the actual costs of resolution of contingent liabilities and the passage of new legislation subjecting our business to regulation in jurisdictions where we operate. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Additional information regarding these risks and other factors that could cause Hub International's actual results to differ materially from our expectations is contained in the company's filings with the Securities and Exchange Commission and the Canadian securities commissions. Except as otherwise required by federal securities laws, Hub International undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. HUB INTERNATIONAL LIMITED Consolidated Organic Growth (unaudited) For the three months and nine months ended September 30, 2006 (in thousands of U.S. dollars, except percentages) Net Adjustments Revenue Total For Organic ------------------ Third quarter Total Growth (Acquisitions) Growth 2006 2005 Change ($) (%) And Disposals (%) --------------------------------------------------------- Total - ------------- Commission Income $119,485 $92,560 $26,925 29% $(23,800) 3% Contingent Commissions and Volume Overrides 2,454 2,391 63 3% (240) -7% Other Income 4,570 3,332 1,238 37% (286) 29% --------------------------------------------------------- Total $126,509 $98,283 $28,226 29% $(24,326) 4% --------------------------------------------------------- USA - ------------- Commission Income $85,010 $62,672 $22,338 36% $(22,549) 0% Contingent Commissions and Volume Overrides 2,107 1,952 155 8% (241) -4% Other Income 3,541 2,623 918 35% (285) 24% --------------------------------------------------------- Total $90,658 $67,247 $23,411 35% $(23,075) 1% --------------------------------------------------------- Canada - ------------- Commission Income $34,475 $29,888 $4,587 15% $(1,251) 11% Contingent Commissions and Volume Overrides 347 439 (92) -21% 1 -21% Other Income 1,029 709 320 45% (1) 45% --------------------------------------------------------- Total $35,851 $31,036 $4,815 16% $(1,251) 11% --------------------------------------------------------- Net Adjustments Revenue Total For Organic ------------------ Nine months Total Growth (Acquisitions) Growth 2006 2005 Change ($) (%) And Disposals (%) --------------------------------------------------------- Total - ------------- Commission Income $353,609 $283,271 $70,338 25% $(56,430) 5% Contingent Commissions and Volume Overrides 41,505 35,794 5,711 16% (4,519) 3% Other Income 11,482 9,413 2,069 22% 168 24% --------------------------------------------------------- Total $406,596 $328,478 $78,118 24% $(60,781) 5% --------------------------------------------------------- USA - ------------- Commission Income $253,102 $194,889 $58,213 30% $(54,349) 2% Contingent Commissions and Volume Overrides 30,741 26,369 4,372 17% (4,519) -1% Other Income 8,864 7,521 1,343 18% 170 20% --------------------------------------------------------- Total $292,707 $228,779 $63,928 28% $(58,698) 2% --------------------------------------------------------- Canada - ------------- Commission Income $100,507 $88,382 $12,125 14% $(2,081) 11% Contingent Commissions and Volume Overrides 10,764 9,425 1,339 14% - 14% Other Income 2,618 1,892 726 38% (2) 38% --------------------------------------------------------- Total $113,889 $99,699 $14,190 14% $(2,083) 12% --------------------------------------------------------- Notes: 1. Organic growth is a non-GAAP measure. 2. Total and Canadian organic growth rates above include the impact of changes in foreign currency. HUB INTERNATIONAL LIMITED Consolidated Statements of Earnings Data (unaudited) For the three months and nine months ended September 30, 2006 and 2005 (in thousands of U.S. dollars, except per share amounts) Third quarter Nine months ------------------ ------------------ 2006 2005 2006 2005 ------------------ ------------------ Revenue Commission income $119,485 $92,560 $353,609 $283,271 Contingent commissions and volume overrides 2,454 2,391 41,505 35,794 Other 4,570 3,332 11,482 9,413 ------------------ ------------------ 126,509 98,283 406,596 328,478 ------------------ ------------------ Expenses Compensation (1) 78,836 67,659 235,171 210,037 Selling, occupancy and administration 25,029 20,358 73,672 60,270 Depreciation 2,459 2,200 7,012 6,378 Interest expense 2,746 2,710 9,706 7,626 Intangible asset amortization 5,356 1,961 13,854 5,657 Gain on disposal of subsidiaries, property, equipment and other assets (108) (224) (865) (2,657) Loss on foreign exchange forward contract - 555 - 555 Gain on forgiveness of debt - - - (4,500) ------------------ ------------------ 114,318 95,219 338,550 283,366 ------------------ ------------------ Net earnings from continuing operations before income taxes 12,191 3,064 68,046 45,112 ------------------ ------------------ Provision for income tax expense (benefit) Current 5,656 1,609 28,491 24,102 Future (488) 1,775 (270) 867 ------------------ ------------------ 5,168 3,384 28,221 24,969 ------------------ ------------------ Net earnings (loss) from continuing operations 7,023 (320) 39,825 20,143 Net earnings (loss) from discontinued operations 166 (421) 115 (136) ------------------ ------------------ Net earnings (loss) $7,189 $(741) $39,940 $20,007 ------------------ ------------------ Interest on subordinated convertible debentures - - 950 1,425 Dividends in lieu on restricted share units 29 - 88 83 ------------------ ------------------ Diluted net earnings (loss) $7,218 $(741) $40,978 $21,515 ================== ================== Basic earnings (loss) per share Continuing operations $0.18 $(0.01) $1.14 $0.66 Discontinued operations - (0.01) - - ------------------ ------------------ Total operations $0.18 $(0.02) $1.14 $0.66 ------------------ ------------------ Diluted earnings (loss) per share Continuing operations $0.17 $(0.01) $1.07 $0.59 Discontinued operations 0.01 (0.01) - - ------------------ ------------------ Total operations $0.18 $(0.02) $1.07 $0.59 ------------------ ------------------ Weighted average shares outstanding - Basic (000's) 39,086 30,600 34,908 30,471 Weighted average shares outstanding - Diluted (000's) 41,106 30,600 38,307 36,657 (1) Compensation includes: Employee cash compensation $74,341 $58,518 $220,374 $181,246 Talbot earnout compensation 2,850 7,576 9,907 23,491 Other non-cash stock based compensation 1,645 1,565 4,890 5,300 ------------------ ------------------ $78,836 $67,659 $235,171 $210,037 ================== ================== HUB INTERNATIONAL LIMITED Consolidated Balance Sheet Information (unaudited) As of September 30, 2006 and December 31, 2005 (in thousands of U.S. dollars) 2006 2005 ----------- ----------- Assets Current assets: Cash and cash equivalents $109,729 $70,118 Trust cash 85,533 113,349 Accounts and other receivables 247,948 230,654 Income taxes receivable 5,601 6,001 Future income taxes 6,378 4,971 Prepaid expenses 10,127 6,436 ----------- ----------- Total current assets 465,316 431,529 Goodwill 512,742 421,158 Other intangible assets 146,436 105,007 Property and equipment 31,438 28,160 Future income taxes 13,980 4,528 Other assets 12,670 10,971 ----------- ----------- Total assets $1,182,582 $1,001,353 =========== =========== Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $353,353 $384,174 Income taxes payable 10,955 4,344 Future income taxes 292 359 Current portion long-term debt and capital leases 5,162 4,910 ----------- ----------- Total current liabilities 369,762 393,787 Long-term debt and capital leases 142,708 135,363 Subordinated convertible debentures - 35,000 Future income taxes 22,898 17,277 ----------- ----------- Total liabilities 535,368 581,427 ----------- ----------- Commitments and contingencies Shareholders' equity Share capital 455,948 270,199 Contributed surplus 21,275 16,989 Cumulative translation account 36,733 31,893 Retained earnings 133,258 100,845 ----------- ----------- Total shareholders' equity 647,214 419,926 ----------- ----------- Total liabilities and shareholders' equity $1,182,582 $1,001,353 =========== =========== HUB INTERNATIONAL LIMITED Consolidated Cash Flow Information (unaudited) For the three months and nine months ended September 30, 2006 and 2005 (in thousands of U.S. dollars) Third quarter Nine months ------------------ ------------------ 2006 2005 2006 2005 ------------------ ------------------ Operating activities Net earnings (loss) $7,189 $(741) $39,940 $20,007 Items not affecting cash: Amortization and depreciation 7,815 4,267 20,866 12,229 Gain on disposal of subsidiaries, property, equipment and other assets (107) (229) (476) (2,623) Compensation for Talbot earnout - non-cash stock based 2,850 4,289 9,907 13,691 Other non-cash stock based compensation 1,645 1,565 4,890 5,300 Gain on forgiveness of debt - - - (4,500) Future income taxes (561) 1,742 (449) 846 Non-cash working capital items Trust cash 10,449 8,169 34,817 13,933 Accounts and other receivables 74,544 71,316 30,535 29,193 Prepaid expenses 18 (1,233) (3,496) (2,149) Accounts payable and accrued liabilities (75,822) (64,168) (66,919) (44,368) Compensation for Talbot earnout - (13,147) - (6,634) Other assets 129 129 387 387 Income taxes (4,504) (3,518) 1,965 1,074 ------------------ ------------------ Net cash flows from operating activities 23,645 8,441 71,967 36,386 ------------------ ------------------ Investing activities Property and equipment - purchases (2,571) (2,057) (8,283) (4,714) Property and equipment - proceeds on sale - 6 11 20 Purchase of subsidiaries, net of cash received (29,168) (10,259) (126,306) (18,418) Sale of subsidiaries 2 1,007 1,707 4,863 Premium financing - receipts 7,864 - 7,864 - Premium financing - disbursements (6,644) - (6,644) - Other assets 376 580 593 5,102 ------------------ ------------------ Net cash flows used for investing activities (30,141) (10,723) (131,058) (13,147) ------------------ ------------------ Financing activities Bank debt (14,236) - (14,236) - Long-term debt and capital leases - advances, net of costs (90) 10,000 130,033 10,000 Long-term debt and capital leases - repayments (1,030) (2,273) (126,989) (7,471) Proceeds from share issue, net of costs (41) - 114,862 15 Proceeds from exercise of stock options 244 1,597 948 2,253 Windfall tax benefit 49 - 193 - Dividends paid (2,750) (1,851) (7,527) (5,531) ------------------ ------------------ Net cash flows from (used for) financing activities (17,854) 7,473 97,284 (734) ------------------ ------------------ Effect of exchange rate changes on cash and cash equivalents (10) 2,675 1,418 1,734 ------------------ ------------------ Change in cash and cash equivalents (24,360) 7,866 39,611 24,239 Cash and cash equivalents - Beginning of period 134,089 114,577 70,118 98,204 ------------------ ------------------ Cash and cash equivalents - End of period $109,729 $122,443 $109,729 $122,443 ================== ================== HUB INTERNATIONAL LIMITED Compensation for Talbot Earnout and Other Non-Cash Stock Based Compensation (unaudited) For the three months and nine months ended September 30, 2006 and 2005 (in thousands of U.S. dollars) Non-cash stock based compensation, including both compensation for the Talbot acquisition and other non-cash stock based compensation of $4,495 and $5,854 for the three months ended September 30, 2006 and 2005, respectively, and of $14,797 and $18,991 for the nine months ended September 30, 2006 and 2005, respectively, was expensed with offsetting credits to contributed surplus, and accounts payable and accrued liabilities. The Company recognizes the fair value of non- cash stock based compensation as an expense over the period in which entitlement to the compensation vests. Other non-cash stock based compensation for the three months and nine months ended September 30, 2006 and 2005 is comprised of the following: Third quarter Nine months -------------- -------------- 2006 2005 2006 2005 -------------- -------------- Stock options granted June 2002 $- $(8) $- $843 Stock options granted February 2003 - 91 - 281 Restricted share units (RSUs) granted for 2003 bonuses 509 758 1,641 2,272 Other RSUs 1,132 722 3,234 1,885 Common shares for acquisitions 4 2 15 19 -------------- -------------- Total other non-cash stock based compensation $1,645 $1,565 $4,890 $5,300 ============== ============== The related income tax benefit for other non-cash stock based compensation, for the three months ended September 30, 2006 and 2005 was $476 and $456, respectively, and for the nine months ended September 30,2006 and 2005 was $1,659 and $1,439, respectively. Compensation for the Talbot earnout, includes both cash and non-cash stock based compensation, which is not deductible for tax purposes, for the three months and nine months ended September 30, 2006 and 2005 was comprised of the following: Third quarter Nine months --------------- --------------- 2006 2005 2006 2005 --------------- --------------- Cash compensation $- $3,287 $- $9,800 Non-cash stock based compensation 2,850 4,289 9,907 13,691 --------------- --------------- Total compensation for the Talbot earnout $2,850 $7,576 $9,907 $23,491 =============== =============== The Company estimates other non-cash stock based compensation expense for 2006 through 2011 will be: First Nine Fourth months quarter Year ended December 31, 2006 2006 2007 2008 2009 2010 2011 - -------------------- ------------------------------------------------- RSUs granted for 2003 bonuses $1,641 $499 $1,975 $1,975 $1,976 $1,921 $- Other RSUs 3,234 1,117 4,260 4,107 1,849 1,151 263 Common shares for acquisitions 15 4 5 - - - - Total other non-cash stock based ------------------------------------------------- compensation $4,890 $1,620 $6,240 $6,082 $3,825 $3,072 $263 ================================================= The Company estimates the compensation for the Talbot earnout for 2006 through March 31, 2007, at which time the earnout will be fully repaid, will be: First Nine Fourth months quarter Year ended December 31, 2006 2006 2007 - ---------------------------------------- -------------------------- Cash compensation $- $- $- Non-cash stock based compensation 9,907 1,950 1,950 -------------------------- Total compensation for the Talbot earnout $9,907 $1,950 $1,950 ========================== Total future compensation costs related to non-vested awards as of September 30, 2006 are $21,606 for other non-cash stock based compensation and $3,900 for the Talbot earnout. In total, as of September 30, 2006, we had issued and outstanding approximately 1.1 million stock options at a weighted average exercise price of $15.41. Our closing share price on the New York Stock Exchange was $28.92 on September 29, 2006. HUB INTERNATIONAL LIMITED Reconciliation of GAAP to Adjusted Earnings (in thousands of U.S. dollars, except per share amounts) - ------------------------------------------------------------ Three Three months months Three Three ended ended months months 9/30/06 9/30/05 ended ended (Per (Per Results described are net of 9/30/06 9/30/05 Diluted Diluted income tax ($000) ($000) Share) Share) - ---------------------------- -------------------- -------------------- Net Earnings (Loss) Reported under GAAP $7,189 $(741) $0.18 $(0.02) Impact of compensation for Talbot earnout $2,850 $7,576 $0.07 $0.25 Impact of foreign exchange $(524) $(252) $(0.01) $(0.01) Impact of severance costs $- $1,004 $- $0.03 Impact of loss on foreign exchange forward contract $- $354 $- $0.01 Impact of Discontinued Operations $(166) $421 $(0.01) $0.01 Net earnings from continuing operations excluding above -------------------- -------------------- items $9,349 $8,362 $0.23 $0.27 -------------------- -------------------- Nine Nine months months ended ended Nine Nine 9/30/2006 9/30/2005 months months (Per (Per Results described are net of ended ended Diluted Diluted income tax 9/30/2006 9/30/2005 Share) Share) - ---------------------------- ----------------------------------------- Net Earnings Reported under GAAP $39,940 $20,007 $1.07 $0.59 Impact of compensation for Talbot earnout $9,907 $23,491 $0.26 $0.64 Impact of foreign exchange $(914) $(1,341) $(0.02) $(0.04) Impact of gain on disposition of assets of certain brokerages $(486) $(1,914) $(0.01) $(0.05) Impact of severance costs $- $1,004 $- $0.03 Impact of loss on foreign exchange forward contract $- $354 $- $0.01 Impact of gain on forgiveness of debt $- $(2,925) $- $(0.08) Impact of Discontinued Operations $(115) $136 $- $- Net earnings from continuing operations excluding above -------------------- -------------------- items $48,332 $38,812 $1.30 $1.10 -------------------- -------------------- CONTACT: Hub International Limited Media Contacts: W. Kirk James Vice President, Secretary and Chief Corporate Development Officer 312-279-4881 Kirk.james@hubinternational.com or Heather Schneider Corporate Communications Manager 312-279-4683 Heather.schneider@hubinternational.com or Rosenbaum Advisors, Inc. Investor Contact: Michael Rosenbaum 847-749-1010 Fax: 847-577-6767 Web: http://www.rosenbaumadvisors.com E-mail: michael@rosenbaumadvisors.com -----END PRIVACY-ENHANCED MESSAGE-----