HRH Hilb Rogal & Hobbs

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. 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.� 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. 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. � � � � HILB ROGAL & HOBBS COMPANY AND SUBSIDIARIES COMPARATIVE FINANCIAL ANALYSIS (In thousands, except per share data) � THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, 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, DECEMBER 31, 2007 � 2008 (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 NET INCOME PER SHARE THREE MONTHS ASSUMING DILUTION ENDED THREE MONTHS ENDED JUNE 30, 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 OPERATING REVENUE THREE MONTHS ENDED THREE MONTHS ENDED JUNE 30, 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 PER SHARE NET INCOME ASSUMING DILUTION SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, 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 OPERATING REVENUE SIX MONTHS ENDED SIX MONTHS ENDED JUNE 30, 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 REVENUETHREE MONTHS ENDEDJUNE 30, TOTAL CHANGE TOTAL GROWTH NET ADJUSTMENTS(ACQUISITIONS) ORGANIC GROWTH (Unaudited) 2008 � 2007 � ($) � (%) � / DIVESTITURES � (%) � 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 REVENUESIX MONTHS ENDEDJUNE 30, TOTALCHANGE TOTALGROWTH NET ADJUSTMENTS(ACQUISITIONS) ORGANIC GROWTH (Unaudited) 2008 � 2007 � ($) � (%) � / DIVESTITURES � (%) � 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 )%