10-QPeriod: Q1 FY2006

Arthur J. Gallagher & Co. Quarterly Report for Q1 Ended Mar 31, 2006

Filed April 25, 2006For Securities:AJG

Summary

Arthur J. Gallagher & Co. reported mixed results for the first quarter ended March 31, 2006. While the company saw an increase in commissions and fees in its Brokerage segment, driven by acquisitions and new business, overall revenues slightly decreased year-over-year due to a significant drop in investment income within the Financial Services segment. This decline in investment income was primarily attributed to the idling of IRC Section 29 Syn/Coal facilities and changes in oil prices affecting tax credits. The company incurred a net loss from continuing operations of $17.1 million in Q1 2006, a significant improvement from a loss of $73.6 million in the prior year, primarily due to the absence of the substantial litigation-related charges recorded in Q1 2005. However, the company's operating cash flow was negative, largely due to significant payments related to prior legal settlements and regulatory agreements. Key operational highlights include a slight organic growth in commissions and fees for the Brokerage segment. The Risk Management segment showed revenue growth driven by new business. The company continued its acquisition strategy, completing one acquisition in the period. Management highlighted ongoing efforts to manage contingent commission revenues and regulatory scrutiny, with significant payments already made under the Illinois Assurance of Voluntary Compliance. Despite the challenges, the company maintains a strong liquidity position with a substantial credit facility available.

Key Highlights

  • 1Total revenues decreased by 5% to $327.5 million in Q1 2006 compared to $346.8 million in Q1 2005, largely due to a significant drop in investment income from the Financial Services segment.
  • 2Net earnings for Q1 2006 were $17.1 million, a substantial improvement from a net loss of $79.0 million in Q1 2005, primarily due to the absence of a $131.0 million litigation-related charge recorded in the prior year.
  • 3Earnings from continuing operations improved to $17.1 million from a loss of $73.6 million in the prior year, benefiting from the absence of the prior year's large charges.
  • 4The Brokerage segment experienced a slight decline in total revenues to $225.2 million from $225.3 million, but showed a 4% organic growth in commissions and fees.
  • 5The Financial Services segment saw a substantial revenue decline of 86% to $4.3 million, primarily due to lower investment income from Syn/Coal facilities and other alternative energy investments.
  • 6Cash flow from operating activities was a use of $94.1 million in Q1 2006, down from a source of $13.9 million in Q1 2005, impacted by significant payments related to prior litigation and regulatory settlements.
  • 7The company made one acquisition (Benefit Management Group, Inc.) for a recorded purchase price of $14.4 million during the quarter.

Frequently Asked Questions

The primary driver for the significant improvement in net earnings from a loss of $79.0 million in Q1 2005 to net earnings of $17.1 million in Q1 2006 was the absence of a substantial $131.0 million pretax litigation-related charge recorded in the prior year's first quarter. This charge was related to a jury award and subsequent settlement concerning AJG Financial Services, Inc. and Headwaters.

Total revenues decreased from $346.8 million in Q1 2005 to $327.5 million in Q1 2006. This decline was largely driven by an 86% decrease in revenues within the Financial Services segment, which was primarily due to lower investment income generated from IRC Section 29 Syn/Coal facilities and other alternative energy investments. This was partly influenced by the idling of Syn/Coal facilities and estimated oil price phase-outs affecting tax credits.

The company continues to be impacted by regulatory scrutiny and legal actions related to contingent commissions. While significant payments have been made, such as the $26.9 million paid into a fund under the Illinois Assurance of Voluntary Compliance, the reduction in retail contingent commissions has had a substantial negative impact on pretax earnings. In Q1 2006, retail contingent commissions were $1.0 million, down from $16.7 million in Q1 2005, a trend expected to continue and negatively affect earnings.

The company has a strong liquidity position, with $184.0 million in cash and cash equivalents and an available credit facility of $416.8 million at March 31, 2006. However, cash flow from operations was negative ($94.1 million) in Q1 2006, largely due to significant payments for past litigation and regulatory settlements. The company expects to fund ongoing operations and dividends from operating cash flows and has the option to use its credit facility if needed. Management is also considering resuming its common stock repurchase program.