EX-99.1 2 dex991.htm PRESS RELEASE DATED JULY 30, 2008 PRESS RELEASE DATED JULY 30, 2008

Exhibit 99.1

News Release

 

Hilb Rogal & Hobbs Company

   Investor Contact:    Carolyn Jones

4951 Lake Brook Drive, Suite 500

   Phone:    (804) 747-3108

Glen Allen, Virginia 23060

   Fax:    (804) 747-6046

FOR IMMEDIATE RELEASE

July 30, 2008

HILB ROGAL & HOBBS COMPANY REPORTS RESULTS FOR

2008 SECOND QUARTER

RICHMOND, VA — Hilb Rogal & Hobbs Company (NYSE:HRH), one of the world’s largest insurance and risk management intermediaries, today reported financial results for the second quarter and six months ended June 30, 2008. On June 8, 2008, HRH and Willis Group Holdings Limited (Willis) announced a definitive agreement providing for the merger of HRH and a wholly-owned subsidiary of Willis. Under the terms of the agreement, if the merger is completed, all of the outstanding shares of HRH common stock will be converted into the right to receive cash, Willis common stock or a combination of cash and stock. The transaction, which is expected to close in the fourth quarter of 2008, is subject to customary closing conditions, including HRH shareholder approval.

Net income for the second quarter 2008 reflected a non-cash $18.4 million ($0.51 per share) intangible asset impairment charge related to HRH Reinsurance Brokers Limited, a London-based reinsurance subsidiary, as a result of the departure of certain key producers prior to the HRH/Willis merger announcement who were responsible for a significant portion of the operation’s revenue. Subsequent to the end of the second quarter, the company entered into a revenue sharing agreement with Willis to retain the subsidiary’s clients. This operation, which was acquired in 2003 prior to the 2007 acquisition of Glencairn Group Limited, represents less than 0.8% of the company’s revenues and less than 1.4% of the company’s operating profit for the twelve-month period ended June 30, 2008.

Net income for the second quarter decreased to $1.1 million, or $0.03 per share, compared with $22.2 million, or $0.60 per share, for the same 2007 period. Operating net income decreased to $1.5 million, or $0.04 per share, compared with $22.2 million, or $0.60 per share, for the 2007 second quarter. The second quarter operating net income plus amortization and the intangible asset impairment charge increased on a per share basis by 5.1% from $0.79 per share to $0.83 per share. The operating margin for the 2008 second quarter decreased to 22.7% from 24.6% for the 2007 second quarter.

For the quarter, the continued sharp decline in property and casualty premium rates and the aforementioned intangible asset impairment charge significantly influenced financial results. In addition, the operating earnings per share comparison for the quarter was affected by the dilutive impact from the acquisition of Banc of America Corporate Insurance Agency, LLC (BACIA) ($0.04) and increased professional and claims fees ($0.04), the latter in part related to a legal matter for which the company received a settlement in July 2008 of $9.8 million. These two factors reduced the operating profit margin by 2.5 percentage points in the quarter.

For the 2008 second quarter, total revenues were $210.6 million, compared with $200.1 million in the 2007 second quarter, an increase of 5.3%. Core commissions and fees rose 4.4% to $195.6 million for the quarter, compared with $187.4 million for the same period in 2007. The 2008 second quarter revenue increase reflected acquisitions and new business, offset by the effects of continued declines in property and casualty premium rates. Contingent commissions increased $3.6 million to $12.0 million from the same period in 2007.

 

(CONTINUED)


HILB ROGAL & HOBBS COMPANY REPORTS RESULTS FOR

2008 SECOND QUARTER – Continued

Organic growth on core commissions and fees was (5.0)% for the 2008 second quarter. Organic growth for each of the company’s reportable segments is included in a separate table in this release. Organic growth is defined as the change in commissions and fees before the effect of acquisitions and divestitures which closed less than one year ago.

For the first six months of 2008, net income was $16.6 million, or $0.46 per share, compared with $47.4 million, or $1.29 per share, in the same period of 2007. Operating net income for the period was $16.8 million, or $0.46 per share, compared with $46.1 million, or $1.25 per share, a year ago. For the period, operating net income plus amortization and the intangible asset impairment charge decreased on a per share basis by 7.9% from $1.64 per share to $1.51 per share. For the six months, the operating margin was 21.5% for 2008 compared with 25.5% for 2007.

In addition to the difficult rate environment and intangible asset impairment charge, the year-to-date results were adversely affected by the dilutive impact from the BACIA acquisition ($0.09); increased professional and claims fees ($0.08), related in part to the aforementioned settlement in July 2008; the timing related to the shift from contingent to supplemental commissions ($0.05); and increased costs related to the employee medical program ($0.02). These four factors reduced the operating profit margin by 3.2 percentage points in the six-month period ended June 30, 2008.

For the first six months of 2008, total revenues rose 4.8% to $417.5 million from $398.3 million a year ago. Core commissions and fees increased 8.2% to $374.7 million from $346.5 million last year, affected primarily by the same drivers that influenced the second quarter. Organic growth for the 2008 period was (2.2)%.

During the quarter, the company repurchased 174,000 shares of its common stock for $5.3 million. For the year-to-date period, an aggregate of 656,000 shares were repurchased for $20.3 million.

Martin L. (Mell) Vaughan, III, chairman and chief executive officer, said, “Our strategies to increase market share, continuously improve service and raise profitability benefited from progress during the quarter in business development, service excellence and process improvement initiatives. Nevertheless, the persistent decline in property and casualty rates and a softening economy left little room for departures from plan, of which there were two notable instances in the quarter, dilution from an acquisition and increased litigation expenses, each also present last quarter. After the quarter, one major contributor to litigation expense was resolved decisively in our favor. The acquisition dilution issue will take longer to resolve than we initially thought, but its strategic fit and prospects remain attractive. In the meantime, the challenging economy and volatile insurance markets create many opportunities to build existing client relationships through superior risk management support and service, and introduce new ideas to prospective clients.”

F. Michael Crowley, president and chief operating officer, added, “The vast majority of HRH’s business performed on or close to operating targets during the quarter. Excluding the two instances noted above, the 2008 second quarter would have been similar in many respects to the 2007 second quarter, reflective of the current market setting, but also indicative of market share growth. Of the two exceptions, the dilutive acquisition involved issues, all of which have been or are currently being addressed. The litigation expenses included a restrictive covenant matter relating to one office mentioned last quarter, which was concluded in July with a $9.8 million payment to HRH. While the office remained profitable, the lost business and legal expenses affected our results for the quarter.”

(CONTINUED)


HILB ROGAL & HOBBS COMPANY REPORTS RESULTS FOR

2008 SECOND QUARTER – Continued

About HRH

Hilb Rogal & Hobbs Company is the eighth largest insurance and risk management intermediary in the United States, with over 140 offices throughout the United States and the world. HRH helps clients manage their risks in property and casualty, employee benefits, professional liability and other areas of specialized exposure. In addition, HRH offers a full range of personal and corporate financial products and services. HRH is focused on understanding our clients’ businesses, employees and risks, as well as the insurance and financial markets, so that we can develop insurance, risk management and employee benefits solutions that best fit their needs. The company’s common stock is traded on the New York Stock Exchange, symbol HRH. More information about HRH, including instructions for the quarterly conference call, may be found at www.hrh.com.

Important Merger-Related Information

The proposed merger between Willis and HRH will be submitted to the HRH shareholders for their consideration. Willis has filed with the Securities and Exchange Commission (SEC) a Registration Statement on Form S-4 that includes a preliminary proxy statement of HRH that also constitutes a prospectus of Willis. HRH shareholders and other investors are urged to read the Registration Statement and the definitive proxy statement/prospectus regarding the proposed transaction when it becomes available, as well as any other relevant documents concerning the proposed transaction and the companies that HRH or Willis files with the SEC (and any amendments or supplements to those documents), because these will contain important information. Investors will be able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Willis and HRH, without charge, at the SEC’s website (http://www.sec.gov) once such documents are filed with the SEC. You may also obtain these documents, free of charge, from Willis’ website (www.willis.com) under the tab “Investor Relations” and then under the heading “Financial Reporting” and then under the item “SEC Filings.” You may also obtain these documents, free of charge, from HRH’s website (www.hrh.com) under the heading “Investor Relations” and then under the tab “SEC Filings.”

Willis, HRH and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from HRH shareholders in connection with the proposed transaction. Information about Willis’ directors and executive officers is available in Willis’ proxy statement, dated March 17, 2008. Information about HRH’s directors and executive officers is available in HRH’s proxy statement, dated March 31, 2008. Additional information about the interests of potential participants will be included in the definitive prospectus/proxy statement when it becomes available. This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus, meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Forward-Looking Statements

Forward-looking statements made during the course of our conference calls, in filings by the company with the SEC, in the company’s press releases or other public or shareholder communications, or in oral statements made with the approval of an authorized company executive officer, may include the words or phrases “would be,” “will allow,” “expects to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions and are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

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HILB ROGAL & HOBBS COMPANY REPORTS RESULTS FOR

2008 SECOND QUARTER – Continued

While forward-looking statements are provided to assist in the understanding of the company’s anticipated future financial performance, the company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Forward-looking statements are subject to significant risks and uncertainties, many of which are beyond the company’s control. Although the company believes that the assumptions underlying its forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Actual results may differ materially from those contained in or implied by such forward-looking statements for a variety of reasons. Risk factors and uncertainties that might cause such a difference include, but are not limited to, the following: the company’s commission revenues are based on premiums set by insurers and any decreases in these premium rates could result in revenue decreases for the company; the level of contingent commissions is difficult to predict and any material decrease in the company’s collection of them is likely to have an adverse impact on operating results; the company’s growth has been enhanced through acquisitions, but the company may not be able to successfully identify and attract suitable acquisition candidates and complete acquisitions; the company’s failure to integrate an acquired insurance agency efficiently may have an adverse effect on the company; the general level of economic activity can have a substantial impact on revenues that is difficult to predict; a strong economic period may not necessarily result in higher revenues; the company’s success in the future depends, in part, on the company’s ability to attract and retain quality producers; the company may be subject to increasing costs arising from errors and omissions claims against the company; the company is subject to governmental regulation which may impact operating results and/or growth; the business practices and broker compensation arrangements of the company are subject to uncertainty due to investigations by governmental authorities and related private litigation; the company is subject to a number of investigations and legal proceedings, which if determined unfavorably for the company, may adversely affect the company’s results of operations; a decline in the company’s ability to obtain new financing and/or refinance current borrowings may adversely affect the company; if the company is unable to respond in a timely and cost-effective manner to rapid technological change in the insurance intermediary industry, there may be a resulting adverse effect on business and operating results; quarterly and annual variations in the company’s commissions and fees that result from the timing of policy renewals and the net effect of new and lost business production may have unexpected impacts on the company’s results of operations; the company’s operating results could be adversely affected if the value of intangible assets is not fully realized; the company has international operations, particularly in the United Kingdom, which expose the company to various legal, economic and market risks including foreign currency exchange rate fluctuations; customer loss and business disruption as a result of the pendency of the HRH/Willis merger, including without limitation difficulties in maintaining relationships with employees, and merger-related expenses, may be greater than expected; completion of the merger is subject to the satisfaction of various conditions to closing set forth in the definitive merger agreement between HRH and Willis, including without limitation receipt of HRH shareholder approval, and the merger may not be completed on the anticipated schedule or at all; and, if the merger is completed, the success of the HRH/Willis merger is subject to risks and uncertainties, including without limitation the risk that Willis may not be able to achieve the expected cost savings, synergies and other strategic benefits from the proposed transaction or may take longer to achieve the cost savings, synergies and benefits than expected, and the integration of HRH with Willis’ operations may not be successful or may be materially delayed or may be more costly or difficult than expected.

The company does not undertake, and specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements. For more details on factors that could affect expectations, see the company’s Annual Report on Form 10-K for the year ended December 31, 2007 and other reports from time to time filed with or furnished to the Securities and Exchange Commission.

(CONTINUED)


HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

COMPARATIVE FINANCIAL ANALYSIS

(In thousands, except per share data)

 

     THREE MONTHS ENDED
JUNE 30,
   SIX MONTHS ENDED
JUNE 30,
     2008    2007    2008    2007
     (Unaudited)    (Unaudited)

REVENUES

           

Core commissions and fees

   $ 195,606    $ 187,391    $ 374,732    $ 346,460

Contingent commissions

     12,033      8,456      36,196      41,575

Investment income

     1,994      3,123      4,652      6,160

Other

     995      1,121      1,877      4,089
                           
     210,628      200,091      417,457      398,284

OPERATING EXPENSES

           

Compensation and employee benefits

     118,205      111,554      241,639      220,672

Other operating expenses

     42,290      36,837      80,995      69,859

Depreciation

     2,269      2,189      4,609      4,302

Amortization of intangibles

     10,038      7,095      19,879      14,509

Interest expense

     6,182      5,154      13,260      10,645

Intangible asset impairment charge

     18,439      —        18,439      —  

Merger costs

     798      —        798      —  
                           
     198,221      162,829      379,619      319,987
                           

INCOME BEFORE INCOME TAXES

     12,407      37,262      37,838      78,297

Income taxes

     11,284      15,050      21,192      30,863
                           

NET INCOME

   $ 1,123    $ 22,212    $ 16,646    $ 47,434
                           

Net Income Per Share:

           

Basic

   $ 0.03    $ 0.61    $ 0.46    $ 1.30
                           

Assuming Dilution

   $ 0.03    $ 0.60    $ 0.46    $ 1.29
                           

Dividends Per Share

   $ 0.14    $ 0.13    $ 0.27    $ 0.25
                           

Weighted Average Shares Outstanding:

           

Basic

     36,135      36,582      36,324      36,398
                           

Assuming Dilution

     36,314      37,067      36,535      36,896
                           


HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(In thousands)

 

     JUNE 30,
2008
   DECEMBER 31,
2007
     (Unaudited)     

ASSETS

     

CURRENT ASSETS

     

Cash and cash equivalents

   $ 277,781    $ 294,407

Receivables (net)

     345,982      366,215

Prepaid expenses and other current assets

     41,139      42,200
             

TOTAL CURRENT ASSETS

     664,902      702,822

PROPERTY & EQUIPMENT (NET)

     26,089      26,023

INTANGIBLE ASSETS (NET)

     1,032,331      1,052,278

OTHER ASSETS

     37,312      36,303
             
   $ 1,760,634    $ 1,817,426
             

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

CURRENT LIABILITIES

     

Premiums payable to insurance companies

   $ 431,877    $ 453,850

Accounts payable

     31,013      32,380

Accrued expenses

     38,334      54,290

Premium deposits and credits due customers

     50,062      69,284

Current portion of long-term debt

     17,888      14,705
             

TOTAL CURRENT LIABILITIES

     569,174      624,509

LONG-TERM DEBT

     407,082      412,432

DEFERRED INCOME TAXES

     52,181      50,524

OTHER LONG-TERM LIABILITIES

     51,054      46,758

SHAREHOLDERS’ EQUITY

     

Common Stock (outstanding 36,435 and 36,749 shares, respectively)

     262,685      271,263

Retained earnings

     416,254      409,443

Accumulated other comprehensive income

     2,204      2,497
             
     681,143      683,203
             
   $ 1,760,634    $ 1,817,426
             


HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

GAAP MEASURES RECONCILIATION

(In thousands, except per share data)

This press release contains references to financial measures that exclude certain charges and non-recurring items. The company believes that these adjusted financial measures provide additional measures of performance that investors can use in evaluating the company’s performance. The schedule below provides a reconciliation of these financial measures to those prepared in accordance with United States generally accepted accounting principles (GAAP).

 

     NET INCOME
THREE MONTHS
ENDED

JUNE 30,
    NET INCOME PER SHARE
ASSUMING DILUTION

THREE MONTHS ENDED
JUNE 30,
 
     2008     2007     2008     2007  
     (Unaudited)     (Unaudited)  

GAAP NET INCOME

   $ 1,123     $ 22,212     $ 0.03     $ 0.60  

Excluding:

        

Non-operating gains, net of taxes

     (68 )     4       —         —    

Merger costs, net of taxes

     486       —         0.01       —    
                                

OPERATING NET INCOME

     1,541       22,216       0.04       0.60  

Plus:

        

Amortization of intangibles, before tax

     10,038       7,095       0.28       0.19  

Intangible asset impairment charge, before tax

     18,439       —         0.51       —    
                                

OPERATING NET INCOME PLUS AMORTIZATION OF INTANGIBLES AND INTANGIBLE ASSET IMPAIRMENT CHARGE

   $ 30,018     $ 29,311     $ 0.83     $ 0.79  
                                
     OPERATING PROFIT
THREE MONTHS ENDED
JUNE 30,
    OPERATING REVENUE
THREE MONTHS ENDED
JUNE 30,
 
     2008     2007     2008     2007  
     (Unaudited)     (Unaudited)  

GAAP NET INCOME / REVENUE

   $ 1,123     $ 22,212     $ 210,628     $ 200,091  

Excluding:

        

Non-operating gains

     (111 )     (258 )     (111 )     (258 )

Amortization of intangibles

     10,038       7,095       —         —    

Interest expense

     6,182       5,154       —         —    

Intangible asset impairment charge

     18,439       —         —         —    

Merger costs

     798       —         —         —    

Income taxes

     11,284       15,050       —         —    
                                

OPERATING PROFIT / REVENUE

   $ 47,753     $ 49,253     $ 210,517     $ 199,833  
                                


HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

GAAP MEASURES RECONCILIATION

(In thousands, except per share data)

 

      NET INCOME
SIX MONTHS ENDED
JUNE 30,
    NET INCOME PER SHARE
ASSUMING DILUTION
SIX MONTHS ENDED
JUNE 30,
 
     2008     2007     2008     2007  
     (Unaudited)     (Unaudited)  

GAAP NET INCOME

   $ 16,646     $ 47,434     $ 0.46     $ 1.29  

Excluding:

        

Non-operating gains, net of taxes

     (313 )     (1,361 )     (0.01 )     (0.04 )

Merger costs, net of taxes

     486       —         0.01       —    
                                

OPERATING NET INCOME

   $ 16,819       46,073       0.46       1.25  

Plus:

        

Amortization of intangibles, before tax

     19,879       14,509       0.54       0.39  

Intangible asset impairment charge, before tax

     18,439       —         0.51       —    
                                

OPERATING NET INCOME PLUS AMORTIZATION OF INTANGIBLES AND INTANGIBLE ASSET IMPAIRMENT CHARGE

   $ 55,137     $ 60,582     $ 1.51     $ 1.64  
                                
      OPERATING PROFIT
SIX MONTHS ENDED
JUNE 30,
    OPERATING REVENUE
SIX MONTHS ENDED
JUNE 30,
 
     2008     2007     2008     2007  
     (Unaudited)     (Unaudited)  

GAAP NET INCOME / REVENUE

   $ 16,646     $ 47,434     $ 417,457     $ 398,284  

Excluding:

        

Non-operating gains

     (513 )     (2,542 )     (513 )     (2,542 )

Amortization of intangibles

     19,879       14,509       —         —    

Interest expense

     13,260       10,645       —         —    

Intangible asset impairment charge

     18,439       —         —         —    

Merger costs

     798       —         —         —    

Income taxes

     21,192       30,863       —         —    
                                

OPERATING PROFIT / REVENUE

   $ 89,701     $ 100,909     $ 416,944     $ 395,742  
                                


HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES

GAAP MEASURES RECONCILIATION

(In thousands, except percentages)

 

      GAAP REVENUE
THREE MONTHS
ENDED

JUNE 30,
   TOTAL
CHANGE
($)
    TOTAL
GROWTH
(%)
    NET
ADJUSTMENTS
(ACQUISITIONS)
/ DIVESTITURES
    ORGANIC
GROWTH
(%)
 

(Unaudited)

   2008    2007         

Core Commissions & Fees:

              

Domestic Retail

   $ 166,781    $ 156,068    $ 10,713     6.9 %   $ (17,280 )   (4.2 )%

Excess & Surplus

     10,087      10,136      (49 )   (0.5 )     (327 )   (3.7 )

International

     14,053      15,666      (1,613 )   (10.3 )     —       (10.3 )

Other

     4,685      5,521      (836 )   (15.1 )     —       (15.1 )
                                  

Total

   $ 195,606    $ 187,391    $ 8,215     4.4 %   $ (17,607 )   (5.0 )%
                                          

 

     GAAP REVENUE
SIX MONTHS
ENDED
JUNE 30,
   TOTAL
CHANGE

($)
    TOTAL
GROWTH

(%)
    NET
ADJUSTMENTS
(ACQUISITIONS)

/ DIVESTITURES
    ORGANIC
GROWTH

(%)
 

(Unaudited)

   2008    2007         

Core Commissions & Fees:

              

Domestic Retail

   $ 320,518    $ 289,952    $ 30,566     10.5 %   $ (34,618 )   (1.4 )%

Excess & Surplus

     18,487      18,054      433     2.4       (1,376 )   (5.2 )

International

     25,631      27,242      (1,611 )   (5.9 )     —       (5.9 )

Other

     10,096      11,212      (1,116 )   (10.0 )     —       (10.0 )
                                  

Total

   $ 374,732    $ 346,460    $ 28,272     8.2 %   $ (35,994 )   (2.2 )%
                                          

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