Towers Watson Reports Strong Fourth Quarter Earnings

  • Revenue increased 6% over prior year (7% constant currency)
  • Diluted EPS of $1.16, an increase of 27% over prior year
  • Adjusted Diluted EPS of $1.36, an increase of 9% over prior year

Fiscal Year 2013 Adjusted Diluted EPS of $5.57, an increase of 8% over prior year
Fiscal Year 2013 Diluted EPS of $4.46, an increase of 24% over prior year

Fiscal Year 2013 Free Cash Flow of $453 million, an increase of 136% over prior year
Fiscal Year 2013 Cash Flow from Operations of $531 million, an increase of 68% over prior year

Business Wire

NEW YORK--(BUSINESS WIRE)--

Towers Watson (NYSE, NASDAQ: TW), a leading global professional services company, today announced financial results for the fourth quarter of fiscal year 2013, which ended June 30, 2013.

Total revenues were $875 million for the quarter, an increase of 6% (7% constant currency) from $826 million for the fourth quarter of fiscal 2012. 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 fourth quarter. For the fiscal year, revenues were $3.6 billion, an increase of 5% over the prior year.

Adjusted EBITDA for the fourth quarter of fiscal 2013 was $169 million, or 19.3% of revenues, versus $161 million, or 19.5% of revenues, for the prior-year fourth quarter. For the fiscal year, Adjusted EBITDA was $688 million or 19.1% of revenues.

Net income attributable to controlling interests for the fourth quarter of fiscal 2013 was $83 million, an increase from $65 million for the prior-year fourth quarter. For the quarter, diluted earnings per share were $1.16 and adjusted diluted earnings per share were $1.36. Adjusted diluted earnings per share increased 9% from the prior-year fourth quarter. The tax rate for the quarter was 34%.

“The fourth quarter marked the end of a very strong fiscal year that resulted in revenue growth in all of our regions and strong underlying performance by the business in a particularly difficult economic environment,” said John Haley, chief executive officer. “This year also marked a few other key milestones; the completion of our integration efforts on time and on budget, the first year of operating Exchange Solutions with results well beyond our expectations and the introduction of OneExchange, our integrated health insurance exchange solution for active employees and retirees. The power of coming together across our multiple lines of business to develop services and offerings such as OneExchange or our bulk lump sum de-risking strategies, which are designed to meet our clients’ needs in a holistic manner, is clear. It’s even more exciting to think about our future growth potential as we’ve established the framework to capture the best of our intellectual capital.”

Fourth Quarter Company Highlights

Benefits

For the quarter, the Benefits segment had revenues of $494 million, an increase of 5% (5% increase constant currency) from $473 million in the prior-year fourth quarter. Retirement had mid-single digit constant currency revenue growth. Valuation work deferred from the third quarter and bulk lump sum work drove revenue growth in the Americas and higher commissions from Germany and legislative issues in Ireland drove revenue growth in EMEA. Health and Group Benefits constant currency revenues were roughly flat with resources being redirected to the development of the active employee exchange, which is part of the OneExchange offering. Technology and Administration Solutions constant currency revenue grew by low double digits due to new client work. The Benefits segment had a Net Operating Income (“NOI”) margin of 34% in the fourth quarter of fiscal 2013.

Risk and Financial Services

For the quarter, the Risk and Financial Services segment had revenues of $186 million, a decrease of 6% (5% decrease constant currency) from $199 million in the prior-year fourth quarter. Investment constant currency revenues increased by mid-single digits and experienced growth in each of the Regions. Brokerage had high single digit constant currency revenue growth primarily due to new business wins. Risk Consulting and Software constant currency revenue declined primarily due to a drop in project demand in EMEA, as well as general softening in the Americas and Asia Pacific. The Risk and Financial Services segment had an NOI margin of 15% in the fourth quarter of fiscal 2013.

Talent and Rewards

For the quarter, the Talent and Rewards segment had revenues of $132 million, an increase of 1% (2% increase constant currency) from $130 million in the prior-year fourth quarter. Executive Compensation constant currency revenue growth was flat as compared to a strong prior year comparable. Rewards, Talent and Communication (RTC) and Data, Surveys and Technology both had low single digit constant currency revenue growth. The RTC revenue growth was driven by communication work regarding the Affordable Care Act. The Talent and Rewards segment had an NOI margin of 11% in the fourth quarter of fiscal 2013. The first half of the fiscal year typically has stronger margins due to the seasonality of the business.

Exchange Solutions

For the quarter, the Exchange Solutions segment had revenues of $35 million. On a proforma basis, as if Towers Watson owned Extend Health for the entire fourth quarter of fiscal year 2012, revenues grew by 89%. The Exchange Solutions segment had an NOI margin of 51% in the fourth quarter of fiscal 2013. The second half of the fiscal year is seasonally stronger due to the timing of enrollments.

Outlook for Fiscal 2014

For the first quarter of fiscal 2014, the company expects to report revenues in the range of $850 million to $870 million, reflecting constant currency revenue growth in the range of 3% to 5%, and adjusted diluted earnings per share in the range of $1.15 to $1.20. This guidance assumes an average exchange rate of 1.50 U.S. dollars to the British Pound and 1.30 U.S. dollars to the Euro for the first quarter of fiscal 2014.

Full fiscal 2014 guidance will be provided at Towers Watson’s Analyst Day on September 20, 2013.

Conference Call

The company will host a live webcast and conference call to discuss the financial results for the fourth quarter of fiscal 2013. It will be held on Wednesday, August 14, 2013, 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 two weeks after the call by dialing 617-801-6888 and using confirmation number 63669286.

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 benefits, talent management, rewards, and risk and capital management. Towers Watson has 14,500 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 core operating results that the Company's management uses to evaluate the business and for financial planning, we present (1) Adjusted EBITDA, (2) Adjusted Net Income Attributable to Controlling Interests, (3) Adjusted Diluted Earnings Per Share and (4) Free Cash Flow (which are all non-U.S. GAAP measures). We use Adjusted EBITDA and Adjusted Diluted Earnings Per Share to eliminate the effect of acquisition-related expenses from the financial results of our operations. We use Adjusted Net Income Attributable to Controlling Interests (the numerator) for the purpose of calculating Adjusted Diluted Earnings Per Share. We use Free Cash Flow to represent cash provided by our operations that may be available for investing or for repaying debt. The Company believes that Adjusted EBITDA, Adjusted Diluted Earnings Per Share and Free Cash Flow are relevant and useful information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating results.

We incurred significant acquisition-related expenses related to our merger and integration activities necessary to combine Watson Wyatt and Towers Perrin from the Merger in January 2010 through fiscal year 2013. These acquisition-related expenses included transaction and integration costs, severance costs, non-cash charges for amortization of intangible assets and merger-related stock-based compensation costs from the issuance of merger-related restricted shares. Acquisition-related gains include a gain resulting from the fair value adjustment to our investment in Fifth Quadrant upon the purchase of a controlling interest. Included in our acquisition-related transaction and integration costs were integration consultant fees and legal, accounting, marketing and information technology integration expenses.

Although our merger and integration activities have been completed, we will continue to provide these adjusted measures as we incur a significant amount of amortization from acquired intangibles. We expect that this amortization will continue over the estimated useful lives of the related intangibles.

We consider Adjusted EBITDA, Adjusted Diluted Earnings Per Share and Free Cash Flow 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 and Adjusted Diluted EPS to evaluate and measure our performance-based compensation plans. 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 define Adjusted EBITDA as net income before non-controlling interests adjusted for provision for income taxes, interest, net, depreciation and amortization, transaction and integration expenses, acquisition related non-cash stock-based compensation, change in accounting method for pension, and other non-operating income. We define Adjusted Diluted Earnings Per Share as diluted earnings per share from continuing operations adjusted for transaction and integration expenses, acquisition non-cash stock-based compensation, amortization of merger and acquisition accounting intangible assets, a change in accounting method for pension and other merger related items. We define Free Cash Flow as Cash Flows from Operating Activities less cash flows used for Fixed Assets and Software for Internal Use, each of which is presented on the GAAP Consolidated Statements of Cash Flows. 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.

Reconciliations of Net Income before Non-Controlling Interests to Adjusted EBITDA; Net Income Attributable to Controlling Interests to Adjusted Net Income Attributable to Controlling Interests; Diluted Earnings Per Share to Adjusted Diluted Earnings Per Share; and Cash Flow from Operating Activities to Free Cash Flow are included in the accompanying tables to today’s press release.

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: a decline in client demand (for example, resulting from the reduced use of defined benefit plans); the risk of a disclosure breach of company or client data; the ability to successfully make suitable acquisitions and divestitures; the risk that the acquisition of Extend Health is not profitable or is not otherwise successfully integrated; the ability to successfully address issues surrounding the number of company shares that will become freely tradable on January 1, 2014; the risk that potential changes in federal and state health care regulations, or future interpretation of existing regulations, may have a material adverse impact on our business; the risk that our Extend Health business fails to maintain good relationships with insurance carriers, becomes dependent upon a limited number of insurance carriers or fails to develop new insurance carrier relationships; the risk that changes and developments in the health insurance system in the United States could harm our business; our ability to respond to rapid technological changes; the ability to recruit and retain qualified employees and to retain client relationships; 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.

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)
 
 
Segment Revenue
 
Revenue for the Three
Months Ended June 30, % Change Currency Acquisitions/ % Change
2013   2012 GAAP Impact Divestitures Organic
 
Benefits $ 494,423 $ 472,519 5% 0% 0% 5%
Risk & Financial Services 186,086 198,720 -6% -1% 0% -5%
Talent & Rewards 132,002 130,426 1% -1% 0% 2%
Exchange Solutions   34,599     3,617   N/A N/A N/A N/A
Reportable Segments $ 847,110 $ 805,282
 
 
Revenue for the
Year Ended June 30, % Change Currency Acquisitions/ % Change
2013   2012 GAAP Impact Divestitures Organic
 
Benefits $ 1,994,458 $ 1,922,689 4% -1% 0% 5%
Risk & Financial Services 811,504 817,591 -1% -1% 0% 0%
Talent & Rewards 573,336 570,537 0% -1% 0% 1%
Exchange Solutions   94,858     3,617   N/A N/A N/A N/A
Reportable Segments $ 3,474,156 $ 3,314,434
 
 
Reconciliation of Reportable Segment Revenues to Consolidated Revenues
 
Three Months Ended June 30, Year Ended June 30,
2013 2012 2013 2012
 
Reportable Segments $ 847,110 $ 805,282 $ 3,474,156 $ 3,314,434
Reimbursable Expenses and Other   28,213     20,877     122,628     103,302  
Consolidated Revenues $ 875,323 $ 826,159 $ 3,596,784 $ 3,417,736
 
 
Segment Net Operating Income
 
Three Months Ended June 30, Year Ended June 30,
2013 2012 2013 2012
 
Benefits $ 168,682 $ 146,455 $ 674,657 $ 646,418
Risk & Financial Services 28,660 43,094 176,102 211,601
Talent & Rewards 15,179 15,572 114,227 113,608
Exchange Solutions   17,473     (714 )   16,228     (714 )
Reportable Segments $ 229,994 $ 204,407 $ 981,214 $ 970,913
 
 
Reconciliation of Reportable Segment Net Operating Income to Income from Operations
 
Three Months Ended June 30, Year Ended June 30,
2013 2012 2013 2012
 
Reportable Segments $ 229,994 $ 204,407 $ 981,214 $ 970,913
Differences in Allocation Methods (9,101 ) (9,038 ) 830 (7,078 )
Amortization of Intangible Assets (19,623 ) (17,182 ) (78,860 ) (65,575 )
Transaction and Integration Expenses - (20,909 ) (30,753 ) (86,130 )
Stock-Based Compensation (2,455 ) (5,503 ) (19,914 ) (43,478 )
Discretionary Compensation (62,329 ) (43,192 ) (340,734 ) (318,455 )
Payroll Tax on Discretionary Compensation (4,247 ) (2,127 ) (20,222 ) (18,285 )
Change in Accounting Method for Pension - 3,274 - (2,963 )
Other, net   (7,598 )   (12,840 )   (19,954 )   (29,033 )
Income from Operations $ 124,641 $ 96,890 $ 471,607 $ 399,916
 
 
TOWERS WATSON & CO.
Reconciliation of Non-GAAP Measures
(Thousands of U.S. Dollars, Except Per Share Data)
 
 
  Three Months Ended     Year Ended  
June 30, 2013 June 30, 2013
 
Diluted EPS per GAAP $ 1.16 $ 4.46
 
Amortization of intangible assets 0.19 0.73
Transaction and integration expenses including severance - 0.29
Stock-based compensation   0.01     0.09  
 
Adjusted Diluted EPS $ 1.36 $ 5.57
 
 
Three Months Ended
June 30, 2013 June 30, 2012
 
Net Income Before Non-Controlling Interests $ 82,414 $ 65,733
Provision for Income Taxes 41,744 32,134
Interest, net 2,351 1,430
Depreciation and Amortization 42,671 41,007
Transaction and Integration Costs - 20,909
Stock-Based Compensation 1,248 4,493
Change in Accounting Method for Pension - (3,274 )
Extend Health Stock-Based Compensation - 931
Other Non-Operating Income (a)   (1,868 )   (2,407 )
 
Adjusted EBITDA and EBITDA Margin $ 168,560 19.3 % $ 160,956 19.5 %
 
 
Year Ended
June 30, 2013 June 30, 2012
 
Net Income Before Non-Controlling Interests $ 315,652 $ 260,476
Provision for Income Taxes 152,551 145,756
Interest, net 10,276 5,296
Depreciation and Amortization 175,720 152,891
Transaction and Integration Costs 30,753 86,130
Stock-Based Compensation 9,868 31,152
Change in Accounting Method for Pension - 2,963
Extend Health Stock-Based Compensation - 931
Other Non-Operating Income (a)   (6,872 )   (11,612 )
 
Adjusted EBITDA and EBITDA Margin $ 687,948 19.1 % $ 673,983 19.7 %
 
(a) Other non-operating income includes income from affiliates and other non-operating income
 
       
TOWERS WATSON & CO.
Consolidated Statements of Operations
(Thousands of U.S. Dollars, except share and per share data)
 
 
Three Months Ended June 30, Year Ended June 30,
2013 2012 2013 2012
 
Revenue $ 875,323   $ 826,159   $ 3,596,784   $ 3,417,736  
 
Costs of providing services:
Salaries and employee benefits 518,232 490,314 2,176,038 2,067,689
Professional and subcontracted services 78,330 72,398 269,251 285,063
Occupancy 33,945 34,006 143,948 141,053
General and administrative expenses 77,504 70,635 329,467 284,994
Depreciation and amortization 42,671 41,007 175,720 152,891
Transaction and integration expenses   -     20,909     30,753     86,130  
  750,682     729,269     3,125,177     3,017,820  
 
Income from operations 124,641 96,890 471,607 399,916
 
(Loss) / income from affiliates - (73 ) (56 ) 262
Interest income 282 918 2,400 3,860
Interest expense (2,633 ) (2,348 ) (12,676 ) (9,156 )
Other non-operating income   1,868     2,480     6,928     11,350  
 
Income before income taxes 124,158 97,867 468,203 406,232
 
Provision for income taxes   41,744     32,134     152,551     145,756  
 
Net income before non-controlling interests 82,414 65,733 315,652 260,476
 
Less: Net (loss) / income attributable to non-controlling interests   (465 )   397     (3,160 )   263  
 
Net income attributable to controlling interests $ 82,879   $ 65,336   $ 318,812   $ 260,213  
 
Earnings per share:
Net income attributable to controlling interests - basic $ 1.17   $ 0.91   $ 4.48   $ 3.60  
Net income attributable to controlling interests - diluted $ 1.16   $ 0.91   $ 4.46   $ 3.59  
 

Weighted average shares of common stock, basic (000)

  70,806     71,755     71,150     72,221  

Weighted average shares of common stock, diluted (000)

  71,198     72,191     71,555     72,542  
 
 
TOWERS WATSON & CO.
Consolidated Balance Sheets
(Thousands of U.S. Dollars, except share data)
 
 
  June 30,
2013   2012
 
Assets
Cash and cash equivalents $ 532,805 $ 478,179
Fiduciary Assets 148,414 171,406
Short-term investments 56,645 40,436
Receivables from clients:
 
Billed, net of allowances of $12,768 and $20,871 519,580 564,111
Unbilled, at estimated net realizable value   306,258     320,240  
825,838 884,351
 
Other current assets   148,519     185,025  
Total current assets 1,712,221 1,759,397
 
Fixed assets, net 346,915 315,000
Deferred income taxes 86,313 157,491
Goodwill 2,218,935 2,252,555
Intangible assets, net 687,758 768,848
Other assets   279,935     103,687  
 
Total Assets $ 5,332,077   $ 5,356,978  
 
Liabilities
Accounts payable, accrued liabilities and deferred income $ 351,648 $ 333,443
Employee-related liabilities 560,831 558,222
Fiduciary liabilities 148,414 171,406
Term loan - current 25,000 -
Other current liabilities   26,980     39,911  
Total current liabilities 1,112,873 1,102,982
 
Revolving credit facility - 208,000
Term loan 225,000 250,000
Accrued retirement benefits and other employee-related liabilities 771,429 880,877
Professional liability and other claims reserve 251,191 266,619
Other noncurrent liabilities   226,750     191,183  
 
 
Total Liabilities   2,587,243     2,899,661  
 
Commitments and contingencies
 
Stockholders' Equity

Class A Common Stock - $0.01 par value: 300,000,000 shares authorized; 69,178,097 and 63,521,654 issued and 65,341,759 and 60,666,474 outstanding

692 635

Class B Common Stock - $0.01 par value: 93,500,000 shares authorized; 5,374,070 and 11,035,878 issued and 5,374,070 and 11,035,878 outstanding

54 110
Additional paid-in capital 1,850,448 1,833,799
Treasury stock, at cost - 3,836,338 and 2,855,180 shares (221,643 ) (168,901 )
Retained earnings 1,394,407 1,117,622
Accumulated other comprehensive loss   (299,464 )   (350,745 )
Total Stockholders' Equity   2,724,494     2,432,520  
Non-controlling interest   20,340     24,797  
Total Equity   2,744,834     2,457,317  
 
Total Liabilities and Total Equity $ 5,332,077   $ 5,356,978  
 
 
TOWERS WATSON & CO.
Consolidated Statements of Cash Flows
(Thousands of U.S. Dollars)
 
 
  Year Ended June 30,
2013   2012   2011
 
Cash flows from operating activities:
Net income before non-controlling interests $ 315,652 $ 260,476 $ 196,725
Adjustments to reconcile net income to net cash from operating activities:
Provision for doubtful receivables from clients 8,351 21,722 13,004
Depreciation 96,811 87,273 78,461
Amortization of intangible assets 78,910 65,619 52,114
Provision for deferred income taxes 62,510 107,560 14,448
Equity from affiliates - 212 (622 )
Stock-based compensation 28,906 53,785 79,922
Other, net (3,249 ) 7,595 (10,209 )
Changes in operating assets and liabilities (net of business acquisitions)
Receivables from clients 40,079 (149,186 ) (98,468 )
Fiduciary assets 23,177 (19,925 ) 22,167
Other current assets (16,710 ) (1,862 ) 18,728
Other noncurrent assets 10,507 (10,318 ) (39,343 )
Accounts payable, accrued liabilities and deferred income 31,144 55,255 49,495
Employee-related liabilities 33,642 5,020 187,881
Fiduciary liabilities (23,177 ) 25,566 (20,431 )
Accrued retirement benefits and other employee-related liabilities (141,895 ) (76,752 ) (55,859 )
Professional liability and other claims reserve (13,575 ) (75,019 ) (28,746 )
Other current liabilities (1,800 ) (588 ) 10,305
Other noncurrent liabilities (2,649 ) (2,047 ) 20,944
Income tax related accounts   4,680     (38,328 )   50,721  
Cash flows from operating activities $ 531,314   $ 316,058   $ 541,237  
 
Cash flows used in investing activities:
Cash paid for business acquisitions (5,678 ) (438,932 ) (141,885 )
Cash acquired from business acquisitions 636 7,044 10,349
Fixed assets and software for internal use (77,891 ) (123,696 ) (76,859 )
Capitalized software costs (50,081 ) (34,926 ) (22,487 )
Purchases of held-to-maturity securities - - (14,295 )
Redemptions of held-to-maturity securities - - 14,295
Purchases of available-for-sale securities (61,251 ) (24,825 ) (54,696 )
Redemptions of available-for-sale securities 49,128 68,503 72,703
Investment in affiliates - - (5,805 )
Proceeds from divestitures   7,371     4,497     17,772  
Cash flows used in investing activities $ (137,766 ) $ (542,335 ) $ (200,908 )
 
Cash flows (used in) / from financing activities:
Borrowings under credit facility 422,600 755,300 75,000
Repayments under credit facility (630,600 ) (547,300 ) (75,000 )
Borrowings under term loan - 250,000 -
Loan origination fees - (4,803 ) -
Repayments of notes payable - (100,771 ) (200,000 )
Earn-out payments (3,556 ) (3,683 ) -
Dividends paid (48,153 ) (26,448 ) (21,599 )
Repurchases of common stock (46,618 ) (108,896 ) (30,646 )
Payroll tax payments on vested shares (25,010 ) (33,183 ) (26,596 )
Issuances of common stock and excess tax benefit   4,657     8,573     6,158  
Cash flows (used in) / from financing activities $ (326,680 ) $ 188,789   $ (272,683 )
 
Effect of exchange rates on cash $ (12,242 ) $ (13,256 ) $ 25,350  
 
Increase (decrease) in cash and cash equivalents 54,626 (50,744 ) 92,996
 
Cash and cash equivalents at beginning of period   478,179     528,923     435,927  
 
Cash and cash equivalents at end of period $ 532,805   $ 478,179   $ 528,923  
 

Contact:
Towers Watson
Investor Contact
Aida Sukys, 703-258-8033
Aida.Sukys@towerswatson.com

Rates

View Comments