Adjusted Diluted EPS from continuing operations of $1.40 Diluted EPS from continuing operations of $1.21 Adjusted EBITDA Margin of 19.4% EBITDA Margin of 19.3% NEW YORK --(BUSINESS WIRE)-- Towers Watson (NYSE, NASDAQ: TW), a leading global professional services company, today announced financial results for the second quarter of fiscal year 2014, which ended December 31, 2013 . Total revenues were $888 million for the quarter, a decrease of 2.5% (2% decrease constant currency) from $911 million for the second quarter of fiscal 2013. On an organic basis, which excludes the impact of changes in foreign currency exchange rates, acquisitions and divestitures, revenues decreased 2% from the prior-year second quarter. The prior year quarter experienced particularly strong results due to short-term strength across several lines of business. The Brokerage business was sold in the second quarter and is being reported as discontinued operations. The expansion of the Exchange Solutions Segment to include all OneExchange and health and welfare administration, which was announced on January 23, 2014 , does not impact the second quarter results. Adjusted EBITDA for the second quarter of fiscal 2014 was $172 million , or 19.4% of revenues, versus Adjusted EBITDA of $176 million , or 19.3% of revenues, for the prior-year second quarter. A number of cost savings initiatives were implemented in the second quarter which helped drive EBITDA margins, while absorbing $9 million of severance costs. Income from continuing operations (attributable to common stockholders) for the second quarter of fiscal 2014 was $87 million , an increase from $80 million for the prior-year second quarter. For the quarter, diluted earnings per share from continuing operations were $1.21 and adjusted diluted earnings per share from continuing operations were $1.40 . The tax rate for the quarter for continuing operations was 32%. “As expected, this was a challenging quarter due to the tough comparables from last year,” said John Haley , chief executive officer. “During the second quarter of fiscal 2013, we recaptured receivable reserves and completed a significant number of bulk-lump sum de-risking projects which we forecasted would not be repeated in the second quarter of fiscal 2014. Also, our business development resources continued to be very focused on building the OneExchange business, which also dampened the results of the consulting operations this quarter. Finally, although our revenues were a little softer than expected, we continued to make significant progress this quarter against our strategic positioning efforts. We acquired Liazon, adding the leading technology exchange platform for mid-size and small companies and a fully-insured option to our OneExchange platform. OneExchange experienced a very successful enrollment period, with a record number of new enrollments, and we confirmed the quality and scalability of the platform.” Second Quarter Company Highlights Benefits For the quarter, the Benefits segment had revenues of $487 million , a decrease of 6% (6% decrease constant currency) from $519 million in the prior year second quarter. Retirement had a high single digit constant currency revenue decline primarily due to fewer special projects and less strategy work than anticipated. Health and Group Benefits had a mid-single digit constant currency revenue decline. Consulting resources continue to be redirected to sales efforts and product development for OneExchange Active. Technology and Administration Solutions constant currency revenue grew by low single digits due to new client work in Germany and the UK . The Benefits segment had a Net Operating Income (“NOI”) margin of 30% in the second quarter of fiscal 2014. Risk and Financial Services For the quarter, the Risk and Financial Services segment had revenues of $161 million , a decrease of 6.5% (6% decrease constant currency) from $172 million in the prior-year second quarter. Investment had low single digit constant currency growth this quarter across all regions. As forecasted, Risk Consulting and Software (RCS) constant currency revenues declined primarily due to a decline of M&A activity and tighter discretionary spending, especially in EMEA. During the quarter, RCS initiated a restructuring to better align resources with demand. The Risk and Financial Services segment had an NOI margin of 21% in the second quarter of fiscal 2014. Talent and Rewards For the quarter, the Talent and Rewards segment had revenues of $170 million , a decrease of 3% (3% decrease constant currency) from $176 million in the prior-year second quarter. Executive Compensation and Rewards, Talent and Communication had a constant currency revenue decline off of strong comparables and declines in EMEA. Data, Surveys and Technology had mid-single digit constant currency revenue growth led by Asia Pacific . The Talent and Rewards segment had an NOI margin of 31% in the second quarter of fiscal 2014. The first half of the year typically has stronger margins due to the seasonality of the business. Exchange Solutions For the quarter, the Exchange Solutions segment had revenues of $36 million , an increase of 127% (127% increase constant currency) from $16 million in the prior-year second quarter. OneExchange Retiree increased by low triple digits. Liazon contributed approximately $800,000 in revenues this quarter. The Exchange Solutions segment had a net operating loss of $7 million and an NOI margin of (20%) for the second quarter of fiscal 2014. The second half of the fiscal year is seasonally stronger due to the timing of enrollments. Outlook for Fiscal 2014 We expect to return to constant currency revenue growth in the second half of this fiscal year. We also continue to be focused on cost saving initiatives and streamlining our workflow, which could bring the anticipated total of severance costs to $15 million this fiscal year. For fiscal 2014, the company expects to report revenues in the range of $3.5 billion and adjusted diluted earnings per share in the range of $5.55 to $5.65 . This guidance assumes an average exchange rate of 1.61 U.S. dollars to the British Pound and 1.36 U.S. dollars to the Euro for fiscal 2014. For the third quarter of fiscal 2014, the company expects to report revenues in the range of $915 million to $925 million , reflecting constant currency revenue growth in the low single digits, and adjusted diluted earnings per share in the range of $1.45 to $1.50 . Conference Call The company will host a live webcast and conference call to discuss the financial results for the second quarter of fiscal 2014. It will be held on Thursday, February 6, 2014 , 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 98259601. 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 consulting, technology and solutions in the areas of benefits, talent management, rewards, and risk and capital management. Towers Watson has more than 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 core operating results that the Company’s management uses to evaluate the business and for financial planning, we present (1) Adjusted EBITDA, (2) Adjusted income from continuing operations (attributable to common stockholders), and (3) Adjusted Diluted Earnings Per Share from continuing operations (which are all non-U.S. GAAP measures), to eliminate the effect of acquisition-related expenses from the financial results of our operations. We use Adjusted income from continuing operations (attributable to common stockholders), the numerator, for the purpose of calculating Adjusted Diluted Earnings Per Share from continuing operations. The Company believes that Adjusted EBITDA and Adjusted Diluted Earnings Per Share from continuing operations 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. Since the Merger in January 2010 , we have incurred significant acquisition-related expenses related to our merger 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 and merger-related stock-based compensation costs from the issuance of merger-related restricted shares. Included in our acquisition-related transaction and integration costs are integration consultant fees and legal, accounting, marketing and information technology integration expenses. We expect that during the first three years following the merger, these activities and the related expenses will be incurred and be significant, although amortization will continue over the estimated useful lives of the related intangibles. We consider Adjusted EBITDA and Adjusted Diluted Earnings Per Share from continuing operations 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. 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 (attributable to common stockholders) adjusted for discontinued operations, net of tax, provision for income taxes, interest, net, depreciation and amortization, transaction and integration expenses, stock-based compensation, and other non-operating income excluding income from variable interest entity. We define Adjusted Diluted Earnings Per Share from continuing operations as diluted earnings per share from continuing operations adjusted for discontinued operations, net of tax, transaction and integration expenses, acquisition non-cash stock-based compensation, and amortization of merger and acquisition accounting intangible assets. 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 measure 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. Reconciliation of Adjusted EBITDA to net income (attributable to common stockholders), Adjusted income from continuing operations to net income (attributable to common stockholders) and Adjusted Diluted Earnings Per Share from continuing operations to diluted earnings per share from continuing operations 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 acquisitions of Extend Health and Liazon are not profitable or are not otherwise successfully integrated; our ability to protect client data and our information systems; 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 Exchange Solutions or OneExchange businesses fail to maintain good relationships with insurance carriers, become dependent upon a limited number of insurance carriers or fail 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 (In Thousands of U.S. Dollars) (Unaudited) Segment Revenue Revenue for the Three Months Ended December 31 , % Change Currency Acquisitions % Change 2013 2012 GAAP Impact Divestitures Organic Benefits $ 487,337 $ 519,418 (6)% 0% 0% (6)% Risk & Financial Services* 161,178 172,405 (6.5)% (0.5)% 0% (6)% Talent & Rewards 170,323 176,185 (3)% 0% 0% (3)% Exchange Solutions 35,736 15,720 127% 0% 5% 122% Reportable Segments $ 854,574 $ 883,728 *Risk and Financial Services excludes Brokerage line of business which has been reported as discontinued operations Revenue for the Six Months Ended December 31 , % Change Currency Acquisitions % Change 2013 2012 GAAP Impact Divestitures Organic Benefits $ 944,366 $ 976,546 (3)% 0% 0% (3)% Risk & Financial Services* 302,961 321,905 (6)% (1)% 0% (5)% Talent & Rewards 323,892 316,420 2% (1)% 0% 3% Exchange Solutions 71,126 29,638 140% 0% 3% 137% Reportable Segments $ 1,642,345 $ 1,644,509 *Risk and Financial Services excludes Brokerage line of business which has been reported as discontinued operations Reconciliation of Reportable Segment Revenues to Consolidated Revenues Three Months Ended December 31 , Six Months Ended December 31 , 2013 2012 2013 2012 Reportable Segments $ 854,574 $ 883,728 $ 1,642,345 $ 1,644,509 Reimbursable Expenses and Other 33,581 27,293 55,749 59,747 Consolidated Revenues $ 888,155 $ 911,021 $ 1,698,094 $ 1,704,256 Segment Net Operating Income Three Months Ended December 31 , Six Months Ended December 31 , 2013 2012 2013 2012 Benefits $ 148,349 $ 185,817 $ 285,887 $ 321,671 Risk & Financial Services* 34,442 41,268 56,929 64,524 Talent & Rewards 53,096 60,078 97,160 85,869 Exchange Solutions (7,223 ) (10,128 ) (767 ) (15,893 ) Reportable Segments $ 228,664 $ 277,035 $ 439,209 $ 456,171 *Risk and Financial Services excludes Brokerage line of business which has been reported as discontinued operations Reconciliation of Reportable Segment Net Operating Income to Income from Operations Three Months Ended December 31 , Six Months Ended December 31 , 2013 2012 2013 2012 Reportable Segments $ 228,664 $ 277,035 $ 439,209 $ 456,171 Differences in Allocation Methods 6,869 (8,881 ) 16,855 5,994 Amortization of Intangible Assets (18,691 ) (19,727 ) (37,583 ) (38,822 ) Transaction and Integration Expenses (808 ) (9,152 ) (808 ) (18,425 ) Stock-Based Compensation (1,782 ) (10,204 ) (5,345 ) (17,828 ) Discretionary Compensation (74,085 ) (98,202 ) (150,207 ) (170,782 ) Payroll Tax on Discretionary Compensation (4,075 ) (5,378 ) (8,643 ) (9,684 ) Other, net (7,666 ) (11,072 ) (22,631 ) (12,931 ) Income from Operations $ 128,426 $ 114,419 $ 230,847 $ 193,693 TOWERS WATSON & CO. Reconciliation of Non-GAAP Measures (In Thousands of U.S. Dollars, Except Per Share Data) (Unaudited) Three Months Ended Six Months Ended December 31 , December 31 , December 31 , December 31 , 2013 2012 2013 2012 Net Income (attributable to common stockholders) $ 86,188 $ 82,290 $ 174,402 $ 141,017 Less: (Loss) income from Discontinued Operations, net of tax (403 ) 2,412 2,041 9,158 Income from Continuing Operations (attributable to common stockholders) $ 86,591 $ 79,878 $ 172,361 $ 131,859 Adjusted for certain acquisition related items: Amortization of intangible assets 12,731 13,493 28,841 25,782 Transaction and integration expenses including severance 550 6,260 550 12,228 Stock-based compensation - 3,795 - 7,896 Adjusted Income from continuing operations $ 99,872 $ 103,426 $ 201,752 $ 177,765 Weighted average shares of common stock, diluted (000) 71,213 71,847 71,130 71,920 Diluted EPS from continuing operations $ 1.21 $ 1.11 $ 2.42 $ 1.83 Adjusted for certain acquisition related items: Amortization of intangible assets 0.18 0.19 0.40 0.36 Transaction and integration expenses including severance 0.01 0.09 0.01 0.17 Stock-based compensation - 0.05 - 0.11 Adjusted Diluted EPS from continuing operations $ 1.40 $ 1.44 $ 2.83 $ 2.47 Three Months Ended Six Months Ended December 31 , December 31 , December 31 , December 31 , 2013 2012 2013 2012 Net Income (attributable to common stockholders) $ 86,188 $ 82,290 $ 174,402 $ 141,017 Less: (Loss) income from Discontinued Operations, net of tax (403 ) 2,412 2,041 9,158 Income from Continuing Operations (attributable to common stockholders) 86,591 79,878 172,361 131,859 Provision for Income Taxes 42,283 36,126 57,091 64,395 Interest, net 1,467 2,794 3,374 5,055 Depreciation and Amortization 43,296 44,930 86,681 87,804 Other Non-Operating Income (a) (2,304 ) (2,696 ) (2,342 ) (4,992 ) Transaction and Integration Expenses 808 9,152 808 18,425 Stock-Based Compensation - 5,548 - 11,920 Adjusted EBITDA and Adjusted EBITDA Margin $ 172,141 19.4 % $ 175,732 19.3 % $ 317,973 18.7 % $ 314,466 18.5 % (a) Other non-operating income includes income from affiliates and other non-operating income excluding income from variable interest entity TOWERS WATSON & CO. Condensed Consolidated Statements of Operations (In Thousands of U.S. Dollars, Except Per Share Data) (Unaudited) Three Months Ended December 31 , Six Months Ended December 31 , 2013 2012 2013 2012 Revenue $ 888,155 $ 911,021 $ 1,698,094 $ 1,704,256 Costs of providing services: Salaries and employee benefits 526,731 556,179 1,027,150 1,048,259 Professional and subcontracted services 69,074 71,168 130,474 126,843 Occupancy 34,782 34,669 68,327 72,450 General and administrative expenses 85,038 80,504 153,807 156,782 Depreciation and amortization 43,296 44,930 86,681 87,804 Transaction and integration expenses 808 9,152 808 18,425 759,729 796,602 1,467,247 1,510,563 Income from operations 128,426 114,419 230,847 193,693 Loss from affiliates - - - (56 ) Interest income 560 811 1,089 1,505 Interest expense (2,027 ) (3,605 ) (4,463 ) (6,560 ) Other non-operating income 5,652 2,696 5,690 5,048 INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 132,611 114,321 233,163 193,630 Provision for income taxes 42,283 36,126 57,091 64,395 INCOME FROM CONTINUING OPERATIONS 90,328 78,195 176,072 129,235 (Loss) income from discontinued operations, net of tax of $38,286 , $730 , $40,837 , and $4,537 (403 ) 2,412 2,041 9,158 NET INCOME BEFORE NON-CONTROLLING INTERESTS 89,925 80,607 178,113 138,393 Less: Income (loss) attributable to non-controlling interests 3,737 (1,683 ) 3,711 (2,624 ) NET INCOME (attributable to common stockholders) $ 86,188 $ 82,290 $ 174,402 $ 141,017 Basic earnings per share (attributable to common stockholders): Income from continuing operations $ 1.22 $ 1.12 $ 2.43 $ 1.85 Income from discontinued operations - 0.03 0.03 0.13 Net income $ 1.22 $ 1.15 $ 2.46 $ 1.98 Diluted earnings per share (attributable to common stockholders): Income from continuing operations $ 1.21 1.11 2.42 $ 1.83 Income from discontinued operations $ - 0.04 $ 0.03 $ 0.13 Net income $ 1.21 1.15 $ 2.45 $ 1.96 Weighted average shares of common stock, basic (000) 70,809 71,257 70,805 71,376 Weighted average shares of common stock, diluted (000) 71,213 71,847 71,130 71,920 TOWERS WATSON & CO. Condensed Consolidated Balance Sheets (In Thousands of U.S. Dollars, Except Share Data) (Unaudited) December 31 , June 30 , 2013 2013 Assets Cash and cash equivalents $ 511,943 $ 532,805 Fiduciary Assets 12,925 148,414 Short-term investments 16,879 56,645 Receivables from clients: Billed, net of allowances of $9,833 and $12,768 511,871 519,580 Unbilled, at estimated net realizable value 276,797 306,258 788,668 825,838 Other current assets 152,492 148,519 Total current assets 1,482,907 1,712,221 Fixed assets, net 363,258 346,915 Deferred income taxes 80,761 86,313 Goodwill 2,312,335 2,218,935 Intangible assets, net 655,425 687,758 Investments of consolidated variable interest entity 277,070 - Other assets 318,015 279,935 Total Assets $ 5,489,771 $ 5,332,077 Liabilities Accounts payable, accrued liabilities and deferred income $ 340,337 $ 351,648 Employee-related liabilities 352,943 560,831 Fiduciary liabilities 12,925 148,414 Term loan - current 25,000 25,000 Other current liabilities 58,487 26,980 Total current liabilities 789,692 1,112,873 Revolving credit facility 35,000 - Term loan 212,500 225,000 Accrued retirement benefits and other employee-related liabilities 679,857 771,429 Professional liability claims reserve 256,042 251,191 Other noncurrent liabilities 268,011 226,750 Total Liabilities 2,241,102 2,587,243 Commitments and contingencies Stockholders' Equity Class A Common Stock - $0.01 par value: 300,000,000 shares authorized; 69,178,097 and 69,178,097 issued, and 65,248,816 and 65,341,759 outstanding 692 692 Class B Common Stock - $0.01 par value: 93,500,000 shares authorized; 5,374,070 and 5,374,070 issued and 5,374,070 and 5,374,070 outstanding 54 54 Additional paid-in capital 1,851,940 1,850,448 Treasury stock, at cost - 3,929,281 and 3,836,338 shares (248,797 ) (221,643 ) Retained earnings 1,558,310 1,394,407 Accumulated other comprehensive loss (204,392 ) (299,464 ) Total Stockholders' Equity 2,957,807 2,724,494 Non-controlling interest 290,862 20,340 Total Equity 3,248,669 2,744,834 Total Liabilities and Total Equity $ 5,489,771 $ 5,332,077 TOWERS WATSON & CO. Condensed Consolidated Statements of Cash Flows (In Thousands of U.S. Dollars) (Unaudited) Six Months Ended December 31 , 2013 2012 Cash flows (used in) from operating activities: Net income before non-controlling interests $ 178,113 $ 138,393 Adjustments to reconcile net income to net cash (used in) from operating activities: Provision for doubtful receivables from clients 566 7,824 Depreciation 49,097 49,380 Amortization of intangible assets 38,022 39,892 Gain on sale of discontinued operations, pretax (18,480 ) - Provision for deferred income taxes 51,276 27,936 Stock-based compensation 11,509 23,260 Other, net (1,619 ) (2,651 ) Changes in operating assets and liabilities Receivables from clients 47,340 (19,819 ) Fiduciary assets 110,743 53,063 Other current assets (858 ) (18,865 ) Other noncurrent assets (5,139 ) 589 Accounts payable, accrued liabilities and deferred income (44,160 ) 22,717 Employee-related liabilities (224,683 ) (144,650 ) Fiduciary liabilities (110,743 ) (53,063 ) Accrued retirement benefits and other employee-related liabilities (104,386 ) (111,077 ) Professional liability claims reserves 2,887 (8,996 ) Other current liabilities (762 ) 1,559 Other noncurrent liabilities (256 ) 9,099 Income tax related accounts 1,599 6,780 Cash flows (used in) from operating activities $ (19,934 ) $ 21,371 Cash flows used in investing activities: Cash paid for business acquisitions (210,814 ) (185 ) Cash transferred with discontinued operations (25,066 ) - Proceeds from discontinued operations 256,953 3,682 Cash acquired from business acquisitions 3,949 - Fixed assets and software for internal use (38,566 ) (54,493 ) Purchases of investments of consolidated variable interest entity (50,510 ) - Capitalized software costs (23,327 ) (29,007 ) Purchases of investments (31,779 ) (18,083 ) Sales and redemptions of investments 56,580 27,670 Cash flows used in investing activities $ (62,580 ) $ (70,416 ) Cash flows from (used in) financing activities: Borrowings under credit facility 144,100 376,600 Repayments under credit facility (109,100 ) (309,600 ) Repayments of notes payable (12,500 ) - Cash received from consolidated variable interest entity 50,510 - Contingent retention liabilities 21,746 - Cash paid on retention liabilities (1,939 ) - Dividends paid (613 ) (48,715 ) Repurchases of common stock (40,533 ) (36,531 ) Payroll tax payments on vested shares (7,457 ) (1,750 ) Excess tax benefits 9,800 - Cash flows from (used in) financing activities $ 54,014 $ (19,996 ) Effect of exchange rates on cash $ 7,638 $ 11,648 Decrease in cash and cash equivalents (20,862 ) (57,393 ) Cash and cash equivalents at beginning of period 532,805 478,179 Cash and cash equivalents at end of period $ 511,943 $ 420,786 Supplemental disclosures: Cash paid for interest $ 1,931 $ 4,460 Cash paid for income taxes, net of refunds $ 40,814 $ 32,904 Common stock withheld for taxes associated with vesting of Restricted A Shares $ - $ 1,750 Transfers into consolidated investment fund $ 223,212 $ - Towers Watson Investor Contact Aida Sukys , 703-258-8033 Aida.Sukys@towerswatson.com Source: Towers Watson
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