Towers Watson Reports Third Quarter Earnings

Towers Watson (NYSE, NASDAQ: TW), a leading global professional services company, today announced financial results for the third quarter of fiscal year 2012, which ended March 31, 2012.

Revenues were $902 million for the quarter, an increase of 4% (5% constant currency) from $866 million for the third quarter of fiscal 2011. On an organic basis which excludes the impact of changes in foreign currency exchange rates, acquisitions and divestitures, revenues increased 4% from the prior-year third quarter.

Adjusted EBITDA for the third quarter of fiscal 2012 was $180 million, or 19.9% of revenues, versus $178 million, or 20.5% of revenues, for the prior-year third quarter. Adjusted EBITDA excludes transaction and integration expenses, non-cash stock-based compensation arising from the merger and a change in accounting method for pension.

Net income attributable to controlling interests for the third quarter of fiscal 2012 was $68 million, as compared to $69 million for the prior-year third quarter. For the quarter, diluted earnings per share were $0.95 and adjusted diluted earnings per share were $1.39. Adjusted diluted earnings per share increased 2% from the prior-year third 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, change in accounting method for pension and non-recurring other income. The normalized tax rate for the quarter was 37%.

“The Company continued to perform well this quarter and I am pleased with our results,” said John Haley, chief executive officer. “Our leadership faced several challenges this quarter: continued uncertainty in the European markets, building on the strong revenue growth of last year’s third quarter, and balancing the investments necessary to maintain our growth plans while maintaining margin stability. We remain committed to building on our strong foundation so that we can continue to serve the needs of our clients now and in the future.”

Third Quarter Company Highlights

Benefits

For the quarter, the Benefits segment had revenues of $520 million, an increase of 2% (3% organic) from $509 million in the prior-year third quarter. Retirement revenues remained flat year over year. The Americas Region revenues were up modestly and EMEA revenues were down modestly. Technology and Administration Solutions grew in all regions as a result of increased client activity. Health and Group Benefits had strong double digit revenue growth due to an increase in strategy work. The Benefits segment had a Net Operating Income (“NOI”) margin of 37% in the third quarter of fiscal 2012.

Risk and Financial Services

For the quarter, the Risk and Financial Services segment had revenues of $220 million, an increase of 6% (2% organic) from $208 million in the prior-year third quarter. Growth in Risk Consulting and Software was due to the acquisition of EMB, which was acquired in January 2011. Brokerage led the segment in growth and had double digit growth in the Americas. Investment revenue grew by double digits for the second consecutive quarter in the Americas, while Asia Pacific continued to experience revenue growth and revenues declined slightly in EMEA. The Risk and Financial Services segment had an NOI margin of 30% in the third quarter of fiscal 2012.

Talent and Rewards

For the quarter, the Talent and Rewards segment had revenues of $131 million, an increase of 6% (7% organic) from $124 million in the prior-year third quarter. Rewards, Talent and Communication and Data, Surveys and Technology had double digit growth in the Americas and Asia Pacific. Both of these lines of business experienced declines in EMEA in part due to some softness in the marketplace, and the strong third quarter fiscal year 2011 results. Executive Compensation revenues grew in the Americas but revenues dropped off in EMEA. The Talent and Rewards segment had an NOI margin of 13% in the third quarter of fiscal 2012. The first half of the year typically has stronger margins due to the seasonality of the business.

Outlook for Fiscal 2012

For fiscal 2012, the company expects to report revenues around $3.45 billion and adjusted diluted earnings per share in the range of $5.14 to $5.19. 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, change in accounting method for pension and non-recurring other income. This guidance assumes an average exchange rate of 1.59 U.S. dollars to the British Pound and 1.37 U.S. dollars to the Euro for fiscal 2012.

For the fourth quarter of fiscal 2012, the company expects to report revenues in the range of $855 million to $870 million and adjusted diluted earnings per share in the range of $1.20 to $1.25. 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, change in accounting method for pension and non-recurring other income.

Conference Call

The company will host a live webcast and conference call to discuss the financial results for the third quarter of fiscal 2012. It will be held on Monday, May 7, 2012, 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 58909166.

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

In order to assist readers of our financial statements in understanding the company’s core operating results, we present (1) Adjusted EBITDA, (2) Adjusted Net Income Attributable to Controlling Interests, and (3) Adjusted Diluted Earnings Per Share (which are all non-U.S. GAAP measures), to eliminate the effect of acquisition-related expenses from the financial results of our operations. The company’s management uses these measures to evaluate the performance of the business and for financial planning. The company defines Adjusted EBITDA as net income before non-controlling interests adjusted for provision for income taxes, interest, depreciation and amortization, transaction and integration expenses, merger related stock-based compensation, change in accounting method for pension and other non-operating income. We use Adjusted Net Income Attributable to Controlling Interests (the numerator) for the purpose of calculating Adjusted Diluted Earnings Per Share. The company believes that Adjusted EBITDA and Adjusted Diluted Earnings Per Share are relevant and useful measures widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating results.

Since the merger in January 2010, we have incurred significant acquisition-related expenses related to the transaction and integration activities necessary to combine Watson Wyatt and Towers Perrin. These acquisition-related expenses include transaction and integration costs, severance costs, non-cash charges for amortization of intangible assets, change in accounting method for pension and stock-based compensation costs from the issuance of merger-related restricted shares. Adjusted EBITDA and Adjusted Diluted Earnings Per Share are important in illustrating what our operating results would have been had we not incurred these acquisition-related expenses. We consider Adjusted EBITDA and Adjusted Diluted Earnings Per Share to be important financial measures, which we use to internally evaluate and assess our core operations, and benchmark our operating results against our competitors. We use Adjusted EBITDA to evaluate and measure our performance-based compensation plans.

Reconciliations of net income before non-controlling interests to Adjusted EBITDA and Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share are included in the accompanying tables to today’s press release.

Each of these non-U.S. GAAP measures are not defined in the same manner by all companies, and may not be comparable to other similarly titled measures of other companies. Non-U.S. GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our financial statements.

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, 2013; 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 most recent Annual Report on Form 10-K filed with the SEC, as supplemented in its Quarterly Reports on Form 10-Q.

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.
           
TOWERS WATSON & CO.
Supplemental Segment Information
(Thousands of U.S. Dollars)
(Unaudited)
 
 
Segment Revenue
 
Revenue for the Three

Months Ended March 31
% Change Currency Acquisitions/ % Change
2012 2011 GAAP Impact Divestitures Organic
 
Benefits $ 520,144 $ 508,831 2% -1% 0% 3%
Risk & Financial Services 219,722 208,038 6% 0% 4% 2%
Talent & Rewards   131,128     123,942   6% -1% 0%

7%
Reportable Segments $ 870,994 $ 840,811
 
 
Revenue for the Nine
Months Ended March 31 % Change Currency Acquisitions/ % Change
2012 2011 GAAP Impact Divestitures Organic
 
Benefits $ 1,450,170 $ 1,373,963 6% 1% 2% 3%
Risk & Financial Services 618,871 547,205 13% 1% 9% 3%
Talent & Rewards   440,111     407,287   8% 1% -1% 8%
Reportable Segments $ 2,509,152 $ 2,328,455
 
 
Reconciliation of Reportable Segment Revenues to Consolidated Revenues
 
Three Months Ended March 31 Nine Months Ended March 31
2012 2011 2012 2011
 
Reportable Segments $ 870,994 $ 840,811 $ 2,509,152 $ 2,328,455
Reimbursable Expenses and Other   30,522     25,270     82,425     79,731  
Consolidated Revenues $ 901,516 $ 866,081 $ 2,591,577 $ 2,408,186
 
 
Segment Net Operating Income
 
Three Months Ended March 31 Nine Months Ended March 31
2012 2011 2012 2011
 
Benefits $ 193,419 $ 190,452 $ 499,963 $ 450,654
Risk & Financial Services 65,039 66,586 168,507 142,475
Talent & Rewards   17,062     13,640     98,036     79,058  
Reportable Segments $ 275,520 $ 270,678 $ 766,506 $ 672,187
 
 
Reconciliation of Reportable Segment Net Operating Income to Income from Operations
 
Three Months Ended March 31 Nine Months Ended March 31
2012 2011 2012 2011
 
Reportable Segments $ 275,520 $ 270,678 $ 766,506 $ 672,187
Differences in Allocation Methods (7,285 ) (3,612 ) 1,960 11,353
Amortization of Intangible Assets (17,728 ) (13,737 ) (48,393 ) (37,149 )
Transaction and Integration Expenses (21,411 ) (29,242 ) (65,221 ) (77,634 )
Stock-Based Compensation (6,982 ) (13,686 ) (37,097 ) (63,217 )
Discretionary Compensation (90,545 ) (91,373 ) (275,263 ) (265,348 )
Change in Accounting Method for Pension (6,237 ) - (6,237 ) -
Other, net   (16,449 )   (16,755 )   (33,229 )   (16,676 )
Income from Operations $ 108,883 $ 102,273 $ 303,026 $ 223,516
 

 

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   Nine Months
Ended March 31, 2012 Ended March 31, 2012
 
Diluted EPS per GAAP $ 0.95 $ 2.68
 
Amortization of intangible assets 0.16 0.43
Transaction and integration expenses including severance 0.18 0.57
Stock-based compensation 0.04 0.24
Change in accounting method for pension 0.06 0.06
Gain on investment in 5th Quadrant - (0.03 )
Release of acquisition-related liability - (0.01 )
Other Merger-related tax item   -     (0.01 )
 
Adjusted Diluted EPS $ 1.39 $ 3.93
 
 
Three Months Ended
March 31, 2012 March 31, 2011
 
Net Income Before Non-Controlling Interests $ 69,046 $ 69,910
Provision for Income Taxes 41,199 38,216
Interest, net (471 ) 1,564
Depreciation and Amortization 38,729 33,990
Transaction and Integration Costs 21,411 29,242
Stock-Based Compensation 4,507 12,100
Change in Accounting Method for Pension 6,237 -
Other Non-Operating Income (a)   (891 )   (7,417 )
 
Adjusted EBITDA and EBITDA Margin $ 179,767 19.9 % $ 177,605 20.5 %
 
 
Nine Months Ended
March 31, 2012 March 31, 2011
 
Net Income Before Non-Controlling Interests $ 194,743 $ 152,220
Provision for Income Taxes 113,622 86,163
Interest, net 3,866 5,808
Depreciation and Amortization 111,884 95,395
Transaction and Integration Costs 65,221 77,634
Stock-Based Compensation 26,659 60,016
Change in Accounting Method for Pension 6,237 -
Other Non-Operating Income (a)   (9,205 )   (20,675 )
 
Adjusted EBITDA and EBITDA Margin $ 513,027 19.8 % $ 456,561 19.0 %
 
(a) Other non-operating income includes income from affiliates and other non-operating income
 

       
TOWERS WATSON & CO.
Condensed Consolidated Statements of Operations
(Thousands of U.S. Dollars, Except Per Share Data)

(Unaudited)
 
Three months ended March 31, Nine months ended March 31,
2012 2011 2012 2011
 
Revenue $ 901,516   $ 866,081   $ 2,591,577   $ 2,408,186  
 
Costs of providing services:
Salaries and employee benefits 544,599 539,489 1,577,375 1,530,595
Professional and subcontracted services 69,644 59,354 212,665 177,495
Occupancy 38,987 35,124 107,047 106,939
General and administrative expenses 79,263 66,609 214,359 196,612
Depreciation and amortization 38,729 33,990 111,884 95,395
Transaction and integration expenses   21,411     29,242     65,221     77,634  
  792,633     763,808     2,288,551     2,184,670  
 
Income from operations 108,883 102,273 303,026 223,516
 
Income from affiliates 167 199 335 484
Interest income 784 1,224 2,942 3,808
Interest expense (313 ) (2,788 ) (6,808 ) (9,616 )
Other non-operating income   724     7,218     8,870     20,191  
 
Income before income taxes 110,245 108,126 308,365 238,383
 
Provision for income taxes   41,199     38,216     113,622     86,163  
 
Net income before non-controlling interests 69,046 69,910 194,743 152,220
 
Less: Net income/(loss) attributable to non-controlling interests   812     674     (134 )   1,639  
 
Net income attributable to controlling interests $ 68,234   $ 69,236   $ 194,877   $ 150,581  
 
Earnings per share:
Net income attributable to controlling interests - basic $ 0.95   $ 0.94   $ 2.69   $ 2.03  
Net income attributable to controlling interests - diluted $ 0.95   $ 0.94   $ 2.68   $ 2.03  
 
Weighted average shares of common stock,
basic (000)   71,624     73,970     72,377     74,159  
Weighted average shares of common stock,
diluted (000)   71,953     74,033     72,658     74,225  
 

   
TOWERS WATSON & CO.
Condensed Consolidated Balance Sheets
(Thousands of U.S. Dollars, Except Share Data)
(Unaudited)
 
March 31, June 30,
2012 2011
 
Assets
Cash and cash equivalents $ 427,174 $ 528,923
Restricted cash 180,167 153,154
Short-term investments 31,088 43,682
Receivables from clients:
Billed, net of allowances of $16,386 and $12,636 541,258 502,910
Unbilled, at estimated net realizable value   368,979     276,020  
910,237 778,930
 
Other current assets   129,469     145,862  
Total current assets 1,678,135 1,650,551
 
Fixed assets, net 289,052 252,343
Deferred income taxes 129,503 188,569
Goodwill 1,944,079 1,943,574
Intangible assets, net 640,793 694,922
Other assets   340,663     368,991  
 
Total Assets $ 5,022,225   $ 5,098,950  
 
Liabilities
Accounts payable, accrued liabilities and deferred income $ 320,832 $ 285,793
Employee-related liabilities 503,321 573,214
Fiduciary liabilities 180,167 147,902
Notes payable - 99,341
Other current liabilities   30,286     71,944  
Total current liabilities 1,034,606 1,178,194
 
Revolving credit facility 63,000 -
Accrued retirement benefits and other employee-related liabilities 745,396 811,779
Professional liability claims reserve 288,911 312,258
Other noncurrent liabilities   207,346     194,049  
 
 
Total Liabilities   2,339,259     2,496,280  
 
Commitments and contingencies
 
Stockholders' Equity

Class A Common Stock - $0.01 par value: 300,000,000 shares authorized; 63,521,654 and 57,897,889 issued, and 60,743,892 and 56,949,548 outstanding
635 579

Class B Common Stock - $0.01 par value: 93,500,000 shares authorized; 11,035,878 and 16,651,890 issued and 11,035,878 and 16,651,890 outstanding
110 167
Additional paid-in capital 1,814,147 1,773,285
Treasury stock, at cost - 2,777,763 and 948,341 shares (164,066 ) (52,360 )
Retained earnings 1,059,356 883,161
Accumulated other comprehensive loss   (52,489 )   (13,305 )
Total Stockholders' Equity   2,657,693     2,591,527  
Non-controlling interest   25,273     11,143  
Total Equity   2,682,966     2,602,670  
 
Total Liabilities and Total Equity $ 5,022,225   $ 5,098,950  
 

   
TOWERS WATSON & CO.
Condensed Consolidated Statements of Cash Flows
(Thousands of U.S. Dollars)
(Unaudited)
Nine Months ended March 31,
2012 2011
 
Cash flows from operating activities:
Net income before non-controlling interests $ 194,743 $ 152,220
Adjustments to reconcile net income to net cash from operating activities:
Provision for doubtful receivables from clients 9,009 11,108
Depreciation 63,491 58,153
Amortization of intangible assets 48,393 37,242
Provision (benefit) for deferred income taxes 63,878 (520 )
Equity from affiliates 212 (30 )
Stock-based compensation 45,590 64,946
Other, net 5,561 (14,689 )
Changes in operating assets and liabilities (net of business acquisitions)
Receivables from clients (150,995 ) (88,594 )
Restricted cash (27,558 ) 42,997
Other current assets (6,542 ) 8,143
Other noncurrent assets (28,353 ) (2,232 )
Accounts payable, accrued liabilities and deferred income 42,796 18,930
Employee-related liabilities (50,810 ) 90,043
Fiduciary liabilities 32,634 (41,942 )
Accrued retirement benefits and other employee-related liabilities (33,731 ) (41,137 )
Professional liability claims reserves (54,270 ) (30,732 )
Other current liabilities 1,325 (11,678 )
Other noncurrent liabilities 1,360 18,852
Income tax related accounts   1,776     56,029  
Cash flows from operating activities $ 158,509   $ 327,109  
 
Cash flows used in investing activities:
Cash paid for business acquisitions (3,012 ) (137,298 )
Cash acquired from business acquisitions 2,101 10,349
Purchases of fixed assets (91,258 ) (38,211 )
Capitalized software costs (18,701 ) (16,547 )
Purchases of held-to-maturity securities - (14,295 )
Redemptions of held-to-maturity securities - 14,295
Purchases of available-for-sale securities - (44,129 )
Redemptions of available-for-sale securities 59,479 55,740
Investment in affiliates - (5,689 )
Proceeds from divestitures   1,606     16,918  
Cash flows used in investing activities $ (49,785 ) $ (158,867 )
 
Cash flows used in financing activities:
Borrowings under credit facility 251,000 75,000
Repayments under credit facility (188,000 ) (75,000 )
Repayments of notes payable (100,771 ) (200,000 )
Dividends paid (19,378 ) (16,008 )
Repurchases of common stock (100,789 ) (5,957 )
Tax payment on vested shares (33,183 ) (26,248 )
Issuances of common stock and excess tax benefit   3,333     5,511  
Cash flows used in financing activities $ (187,788 ) $ (242,702 )
 
Effect of exchange rates on cash $ (22,685 ) $ 19,905  
 
Decrease in cash and cash equivalents (101,749 ) (54,555 )
 
Cash and cash equivalents at beginning of period   528,923     435,927  
 
Cash and cash equivalents at end of period $ 427,174   $ 381,372  
 

Copyright Business Wire 2010