Arthur J. Gallagher & Company (AJG) — Q3 2023 Earnings Call Transcript

Good afternoon. Thank you for joining us for our third quarter '23 earnings call. On the call with me today is Doug Howell, our CFO, as well as the heads of our operating divisions. We had an excellent third quarter. For our combined brokerage and risk management segments, we posted 22% growth in revenue, 10.5% organic growth; GAAP earnings per share of $1.72, adjusted earnings per share of $2.35, up 22% year-over-year, reported net earnings margin of 15.5%, adjusted EBITDAC margin of 30.8%, up 78 basis points. We also completed 12 mergers totaling $57 million of estimated annualized revenue. Another great quarter by the team on all measures. Before I dive into more detail about the quarter and our outlook, I want to make a comment regarding the leadership appointments that were also announced this afternoon. Tom Gallagher will assume the role of President, and I will become COO, both effective January 1, 2024. These appointments are being made to better position us for the next phase of our growth. And before you ask, I have no plans to retire. I will continue to be CEO and Chairman, focused on Gallagher's strategy and global expansion. In their future roles, Tom and I will help lead organic and merger and acquisition growth initiatives, drive operational improvement and further promote our bedrock culture across the entire organization. This is the best business on the planet. I love my job and believe we are just getting started. Moving to results on a segment basis. Let me give you some more detail on our quarter's performance. Starting with the Brokerage segment. Reported revenue growth was 22%. Organic was 9.3%. Acquisition rollover revenues were $153 million. Adjusted EBITDAC growth was 23%, and we posted adjusted EBITDAC margin expansion of about 55 basis points. Let me walk you around the world and provide some more detailed commentary on our brokerage organic. And just to level set versus some of our peers, the following figures do not include interest income. Starting with our retail brokerage operations. In our U.S. P/C business, underlying organic growth was about 8%. New business production and retention were better than last year, while less nonrecurring construction and capital markets business was a bit of a headwind. Our U.K. P/C business posted 7% organic with new business production and retention similar to last year. Our Canadian P/C operation was up 10% organically, reflecting solid new business and retention and more modest renewal premium increases. Rounding out the retail P/C business, our combined operations in Australia and New Zealand posted 13% organic. Core new business wins remain excellent, and renewal premium increases were ahead of third quarter '22 levels. Our global employee benefit brokerage and consulting business posted organic growth of 6% with solid health and welfare results and continued strength across many of our retirement and HR consulting practice groups. Shifting to our reinsurance, wholesale and specialty businesses. Gallagher Re posted 20% organic growth, thanks to a strong 7/1 renewal season, another outstanding quarter by the team following an excellent first half. Risk Placement Services, our U.S. wholesale operations posted organic growth of 7%, including a couple of points headwind from lower contingents. Open brokerage organic was 13%, and organic growth was about 5% in our MGA programs and binding businesses. Finally, the U.K. Specialty posted organic growth of 18%, benefiting from outstanding new business production, strong retention and continued firm market conditions. Next, let me provide some thoughts on the P/C insurance pricing environment, starting with the primary insurance market. Global third quarter renewal premiums, which include both rate and exposure changes were up 10%. That's at the top end of the 8% to 10% renewal premium change we had been reporting throughout '22 and early '23 and very similar to second quarter renewal premiums adjusting for business mix. Renewal premium increases remained broad-based, up across all of our major geographies and most product lines. For example, property is up more than 20%. General liability is up about 6%. Workers' comp is up about 2%. Umbrella and package are each up about 10%. Overall, the primary market continues to behave rationally in our view, with carriers pushing for rate where it's needed to generate an acceptable underwriting profit. Remember, though, our job as brokers is to help our clients find the best coverage while mitigating price increases. So not all of these premium increases ultimately show up in our organic. Shifting to the reinsurance market. Following the orderly July 1 renewal season, all eyes are turning to January renewals. Assuming no major cat events before year-end, we believe the property reinsurance market will see adequate capacity, continued firm pricing, rising insured values and increased demand overall. When it comes to casualty, reinsurers appear to be taking a cautious view of risk. With that said, we believe adequate capacity will be available to support increased demand at firmer pricing. Here in the U.S., our retail and reinsurance teams met with more than 25 of our key U.S. insurance carrier partners at the annual CIAB conference earlier this month. It remains a tough environment for carriers, dealing with frequency and severity of weather events, including secondary perils, pockets of unfavorable prior year development in casualty lines, higher replacement costs, social inflation and rising reinsurance costs. So we believe carriers are likely to seek out further renewal premium increases and to maintain their cautious underwriting posture. Moving to our customers' business activity overall, it continues to be more resilient than headlines would suggest and we continue to characterize it as strong. During the third quarter, our daily indications showed year-over-year increases in positive midyear policy endorsements and audits. Additionally, the U.S. labor market remains strong, with continued growth in U.S. nonfarm payrolls and a wide gap between the amount of job openings and the number of people unemployed and looking for work. We also just passed the 6-month mark from the Buck acquisition, and the team is off to a fantastic start with integration on track and financial performance in line with our expectations. I am most pleased with how the teams have come together to better serve our clients. So I believe our HR Consulting, Retirement and Benefits business is well positioned headed into the 2024 enrollment period. So bringing it all together, as we sit here today, we see full year brokerage organic growth in the upper 8s and pushing towards 9%, posting that would be another fantastic year. Let me move on to mergers and acquisitions. We had an active third quarter, completing 12 new tuck-in brokerage mergers representing about $57 million of estimated annualized revenue. I'd like to thank all of our new partners for joining us and extend a very warm welcome to our growing Gallagher family of professionals. We also recently signed definitive agreements to acquire the insurance brokerage operations of Eastern Bank and Cadence Bank, with total pro forma annualized revenue towards $275 million. Building on our success from the 2022 M&T Bank transaction, we are extremely excited about these mergers and believe these two regional banks have built brokerage businesses that operate and feel a lot like us. If that isn't exciting enough, we also have a very strong merger pipeline. Excluding these two pending mergers, we have around 45 term sheets signed or being prepared, representing more than $450 million of annualized revenue. We know all of these won't ultimately close, but we believe we'll get our fair share. Moving on to our Risk Management segment, Gallagher Bassett. Third quarter organic growth was 17.9% ahead of September expectations due to continued growth in claim counts and new business from 22 new business wins. We still expect to grow over these wins by double digits during the fourth quarter due to our superior client offerings, some smaller new business wins in '23 and continued growth in claim activity. Third quarter adjusted EBITDAC margin of 20.4% was strong and in line with our September expectation. Looking forward, we see full year '23 organic growth above 15% and adjusted EBITDAC margins pushing 20%, and that would be another fantastic year. I'll conclude with some comments regarding our bedrock culture. A few weeks ago, I had the pleasure to visit our associates in our India Gallagher Center of Excellence. It was awesome to see our team in action again. The energy, the excitement and relentless pursuit of improvement is thriving among our 10,000 colleagues. It's a huge competitive advantage for us because we can take a process, streamline and standardize it and then move it to our centers of excellence. Once there, the process is refined even further, and then we make the service available to all our geographies. At the same time, we are refining, automating, deploying robotics and using AI. We are a machine that is driving out rework, improving turnaround times and raising our quality. And remember, we don't outsource these important roles. Rather, these full-time Gallagher employees represent the very best service and support professionals who are passionate about our customers and have a culture of constant improvement, which is the Gallagher way. Okay. I'll stop now and turn it over to Doug. It was a great quarter. Doug, over to you.

Thanks, Pat, and hello, everyone. Today, I'll go over the third quarter's organic growth and margins by segment, share insights on how we expect the fourth quarter to unfold, and offer some preliminary thoughts on the full year 2024. I will also touch on our typical modeling assists using the CFO commentary document available on our website, and I will finish my prepared remarks by discussing cash, M&A, and capital management. Let's move to Page 3 of the earnings release. The all-in brokerage organic growth was 9.3%, which excludes interest income, unlike some of our peers. Including interest income, it would be approximately 12%. A few key points: first, our results were slightly better than we anticipated during our September IR Day, thanks to strong performances in reinsurance and London specialty; second, base commission and fee organic growth was robust at 9.6%; third, supplementals and contingents increased by 5%. At our IR Day, we mentioned some weakness mainly linked to the Maui fires. Since then, we've noticed a slight increase in expected insurance carrier loss ratios, which also had a minor negative effect on organic growth. Nevertheless, 9.3% total without interest income and 12% including it are great results for the quarter. One thing to highlight is that global renewal premium increases are around 10% this quarter. It may seem like this increase is slightly lower, about a point from what we indicated in September and from the second quarter. However, when we analyze our data by line and customer and make adjustments for mix, the renewal premium increases for the third quarter are very similar to those in the second quarter, so there hasn't been a significant market shift that we can see. Looking ahead to Q4 organic growth, we have previously mentioned an accounting challenge we need to navigate. Recall that in Q4 2022, we recognized a change in estimate related to our 606 deferred revenue accounting, which will create a challenging comparison, resulting in about a point of organic headwind. This is just a reminder as you refine your models. Adjusting for this, we anticipate fourth quarter underlying organic growth nearing 9%, but the headline might show closer to 8%. If we achieve that, it would indicate full year brokerage organic growth in the upper 8s and nearing 9%. These percentages again exclude interest income, marking a potentially great year. Now, flipping to Page 5 of the earnings release, the Brokerage segment's adjusted EBITDAC margin was 32.4% for the quarter, which is an increase of 55 basis points compared to the third quarter of 2022's FX-adjusted margin. The team did a great job surpassing our September IR Day expectations. The organic growth contributed 80 basis points of margin expansion, while incremental interest income added 90 basis points. The all-in M&A, primarily from Buck, which typically has lower margins, affected it by about 65 basis points. We also made additional technology investments, totaling around $7 million, and faced continued inflation in travel and entertainment expenses, accounting for about $3 million, which in total used about 50 basis points. Following this analysis, that brings you close to the 55 basis points of FX-adjusted margin expansion noted for the third quarter. As for our adjusted EBITDAC margin outlook for the fourth quarter, we expect about 40 to 50 basis points of expansion, based off fourth quarter 2022 margins re-evaluated at current FX levels. Fortunately, there are no significant FX impacts to complicate modeling, making projections clearer. If we achieve this, it will show margins expanding 30 to 40 basis points for the full year or 80 to 90 basis points when considering the roll-in effects of Buck, which would represent an excellent year. Looking ahead to next year, we are beginning our budgeting process. Our early projections suggest organic growth in the range of 7% to 9%. For margins, we anticipate seeing some expansion starting from 4% organic growth and potentially reaching around 50 basis points of expansion if we hit 7%. Additionally, please remember that first quarter 2024 margins will face a relatively tougher year-over-year comparison as the Buck impact will still be present in our results. Now, let's turn to the Risk Management segment, where we had a strong finish to the third quarter with 17.9% organic growth and margins at 20.4%. As Pat mentioned, we continue to see benefits from increased claim counts related to new business gains from the second half of 2022. Looking forward, we expect organic growth around 13% in the fourth quarter, with margins just above 20%. This reflects the comparison with last year’s new large business wins, and margins remain impressive. If achieved, this could mean full year organic growth above 15%, with margins nearing 20%, leading to another record year for Gallagher Bassett. For the full year 2024, our early outlook indicates 9% to 11% organic growth and margins around 20%. Now, let’s move to the corporate segment on Page 7 of the earnings release. The adjusted third quarter came in $0.03 better than the midpoint of our previously provided range during our September IR Day. This is due to two factors: first, lower borrowings on our line of credit and some completed M&A opportunities being shifted into October and November; second, reduced FX remeasurement headwinds. Moving on to the CFO commentary document on Page 3, you'll find a few updates compared to our September IR Day estimates. The third quarter amortization expense was $7 million better, but keep in mind this is a non-cash item and doesn't affect adjusted EBITDAC or adjusted EPS. This adjustment was simply due to balance sheet true-ups for our third-party M&A valuations. You'll also notice a slight increase in depreciation by $2 million, but this is offset by a decrease in acquisition earn-outs by $2 million, leading to no net impact. Looking forward, we've revised our fourth quarter numbers and footnotes, so please ensure your models reflect these updates. We will also revisit this page during our December IR Day and provide a preliminary look at 2024 numbers. Moving to Page 4 of the CFO commentary document regarding the corporate segment outlook for the fourth quarter, there is a slight increase in Q4 interest and banking expense, reflecting anticipated higher borrowing. Now on Page 5, we have a summary of our tax credit carryforwards. As of September 30, we have around $670 million available, providing a nice boost to future cash flow to support upcoming M&A activities. On Page 6, the rollover revenue table shows third quarter rollover revenues at $153 million, which exceeds our IR Day expectation, largely due to one merger that performed exceptionally well in the latter half of September. This illustrates the potential upside of mergers once they integrate with Gallagher. Looking ahead, we have included estimated revenues for M&A transactions closed and announced up until yesterday. Please note these figures already account for expected revenues from Eastern and Cadence, which we've assumed will close in mid-fourth quarter, so avoid double-counting. As we emphasize, it's important to plan for future M&A as well. In terms of financing M&A, we had approximately $550 million in available cash as of September 30. Historically, the fourth quarter generates strong cash flow. We currently have nothing outstanding on our line of credit, so we could either utilize that or consider a bond offering. Additionally, if we successfully close a significant number of tuck-in M&A deals that Pat mentioned before year-end, we might use a small amount of stock, likely a few hundred million dollars. While exploring these options, we remain keenly aware of the importance of maintaining our solid investment-grade rating. For 2024, we estimate around $3.5 billion in capacity to support future M&A through free cash flow and incremental borrowings. That covers my remarks; it was another outstanding quarter for our team. It appears we are on track for another great year. Congratulations to Patrick and Tom on their new positions. We are heading into 2024 with strong momentum. Back to you, Pat.

Thanks for the outlook on the organic growth for 2024. Just curious, you had previously mentioned that you didn't think there would be that much of a difference in sort of the different areas within the business growing at different rates. Curious if you have any updated thoughts on how different businesses may perform in 2024 versus 2023.

Rob, thanks for that. I think let us get through the budget process here, and we'll have more for you at our December IR day. But right now, we're not seeing anything significantly different across the portfolio of operations, but it's going to roll up somewhere into that 7% to 9% range as we're looking at it now.

Okay. Got it. And then just on the 2024 margin expansion of 50 bps. If you could achieve 7%, just curious if that includes impacts from investment income or maybe a potential slight uplift from some of these higher-margin acquisitions you've done recently?

All right. So three things in there on that. Right now, the way I got to that number doesn't assume much incremental lift from investment income. It does assume a little bit of a drag from one quarter of Buck rolling into our numbers that naturally runs lower margins. But by and large, maybe those two offset each other a little bit. And maybe there's a little extra roll-in impact from M&A from Buck. The rest of the M&A that we're planning on in our outlook for next year comes in pretty close to the same margins that we're at.

My first question, reinsurance. Pat, you guys said 20% organic growth in the quarter. That's the strongest you guys have printed since you closed that deal. Obviously, Q3 is smaller from a revenue perspective, but I was hoping, is there more within that number? And then when you guys are guiding to 7% to 9% next year, I mean, what are you assuming just in terms of the momentum and the growth within that reinsurance business?

That's a good question, Elyse. As Doug mentioned earlier, we are currently finalizing our budget, and I must say that the reinsurance team has exceeded our expectations. They came on board and have been doing an exceptional job. The 20% growth includes new business and strong retention. Looking ahead, I'm not ready to comment on rates just yet; I need their professional input as we move into the budgeting process. However, I believe the business momentum will remain positive, and retention should stay very strong. While I can't definitively say we'll achieve 20% organic growth next year, it would be quite challenging. This is a solid business for us. In the market, similar to what we observe in retail, we are not experiencing any softening. As mentioned in our prepared remarks, there is capacity available, but it will come at a cost. I don't expect this to change between January 1 and July 1 next year. The market appears to be quite interesting, assuming there are no significant events in the catastrophe space. I don’t have a clear answer for you at this moment.

Yes. I mentioned to Rob that we will provide more detailed information by division in December. We will be in touch again in six weeks.

And then a good problem to have, the results there have been really strong. I know there's an earn-out associated with that transaction. Is that something that you would account for in '25? Or is that something that's already been accounted for?

I think we will have to base it on the full year '24 revenues since it is heavily focused on 1/1 renewals. I expect to have a solid estimate ready before December. Therefore, I should be able to provide an estimate of what we anticipate booking for the acquisition earn-out. After we make the necessary adjustments, I believe I will have a clear figure by our December Investor Relations day, and that would be paid out in the first or second quarter of '25. I would say that it relates more to the Eastern transaction, and it wasn't necessarily expedited. We had to file an HSR on that, so our initial estimates of possibly completing it in September may have been a bit overly optimistic. However, there’s nothing else that you are not already aware of.

Congratulations on the quarter. I want to ask a little bit more about the M&A environment. Is there anything to be read here that there's going to be these big deals are coming out of banks. And maybe just some thoughts, if you have any about sort of how the buyers may be changing in this environment. I think we've been waiting for shifts in the market, but at least I've been sort of surprised at how they sort of happened or not happened in the last couple of quarters. But love your thoughts on that.

Well, I'll give you some and then Doug can make some comments as well. I do think, and we've said this before, that some of the competition relative to some of the private equity stuff is a little bit less robust. There is still plenty of competition. And if you put a nice piece of property out for bid, you're going to get a lot of bids. So there's good competition for these good properties. I can't get into the strategy of the banks as to why they're deciding now is the time to exit, and we've seen that across a broad base. I think it's probably because multiples are at very, very solid high levels. Whether they think that those multiples may, at some point in time, begin to diminish, I'm not sure. But we've had incredible success with our friends at M&T. We're very excited about Eastern and Cadence. Frankly, if there are other banks that are looking in that direction, we're a very good place to look. In terms of other M&A opportunities, you've got 30,000 agents and brokers across America. A good number of them are still owned and run by baby boomers. They're good businesses. This has been a very robust time for them. The last 5 years have been outstanding for them. A lot of change going on in our market, an awful lot of data and analytics that they can't compete with. Now you have the advent of AI, which is coming on stronger and faster than I think any of us thought. I think people look at it and say maybe it's time to check who's out there. When you take a look at our pipeline, we gave you some numbers today. It's just incredibly robust.

And then completely shifting to a different topic, if I could. There's been some comments this quarter, I think about the shift back and forth between excess lines and especially in the standard carriers. I was wondering if from your perspective, you're seeing any of that shift back to the standard carrier. Is there really anything that's major from a terms and conditions environment sort of excluding pricing?

No, we're not. The items in the Excess and Surplus market have moved there for a reason, and that market is growing each month by 15% to 20%. Our submissions at RPS have significantly increased this year, and we track that daily. The submissions through RPS, our wholesaling operation, are at record levels. Property is a major driving force, and there is a significant lack of capacity. It seems that whoever can present the most compelling case is more likely to receive a quote. Therefore, I'm not observing any softening in terms and conditions while these items remain in the excess market. We're not seeing business returning to the primary carriers.

Pat, it seems like you have been mentioning that you feel like you're just getting started for over 20 years now. So I guess that hasn't changed. Can we revisit your comments about the bank acquisitions? You mentioned that some of the banks, Cadence and Eastern, are receiving solid high multiples for those businesses. I believe that’s what you said. Looking at the CFO commentary, it appears that your multiples are paying 10 to 11 times EBITDAC. Is that figure inclusive of Cadence and Eastern? It seems like the multiples for those businesses might be a bit higher.

Yes. Typically, for a larger transaction like that, which occurs maybe once a year, we usually exclude it. The goal of that disclosure is to show what we observe in the smaller acquisitions. The reality is we're still seeing excellent opportunities, often just above 10x, with some reaching up to 12x. There are numerous smaller acquisition opportunities that continue to deliver significant value in the 10% to 12% range. The reason is that those involved see a future for their careers within Gallagher. Their employees and their producers can build great careers here. It’s a great opportunity to sell your business at 10 to 12x, join us, and take on more responsibilities, perhaps even doubling your agency or location. Our ability to remain effective buyers at 10 to 12x stems from the potential to grow together. We’ve emphasized this for 20 years since I’ve been here. When the combination yields results greater than expected, that’s what they recognize. We consistently achieve this in those multiple ranges.

The real kicker there, Greg, is that look at these bigger deals run by banks, and this is why we say it very much feels like we're buying somebody similar to us. These are firms that were rolled up by the bank, typically good community people. I’ve heard from Cadence people in the last 2 days that I've known in 1 instance that they came in to kick the tires with us in 1998. I remember the guy wrote to me and he goes, 'Hey, I came with Shorty and I remember Shorty and I came with Jim, I remember Jim and I can't tell you how excited we are.' Now what we're bringing to them that Cadence could never do is that whole discussion of moving upstream. We can show you statistically that our closing rate on bigger deals, and I'm not talking risk management, huge accounts. I'm just saying the bigger deals that are generating over $125,000 to $150,000 of commission are significantly greater today than they were 5 or 10 years ago. This is what we're giving them the opportunity to go after. They're typical agents in these banks that look just like everybody else, and now they're going to go out. Frankly, they're going to have our tools and they're terrifically excited about it. So that's, I think, the whole synergy thing. This is not take out headcount. This is turn them on, show them what we do, give them the tools and watch them eat the market all around them. Well, here's the thing. First of all, Greg, we'll look at every single opportunity we can. Our first question every single time is what's the culture? What was it that went into this group? In most of these, there are situations where we didn't succeed in buying something they bought. Let's talk about that around this table, not with them in the room. XYZ didn't sell to us. Why is that? Okay, fine. What's left there? Yes, I would say that there are some of those that we would be interested in. But we'd have to get through this whole cultural piece. When you chose not to join Gallagher, I'll tell you the one main reason why you chose not to join Gallagher is because you didn't want change. Our competition has done a very good job of saying, 'Hey, why join Gallagher when I'll give you the money? I'm going to give you the cash, keep some in. Our returns have been terrific. You'll get a second bite on the apple and you don't need to change anything.' They don't need to change your name, you don't need to change your agency system, and while they've been doing that, we've been building power-to-power, data, analytics, capabilities and vertical strength. They've got none of that. Now it's coming to roost with higher interest rates and tougher earnouts, and you got to make due on your promises. So yes, we'd look at them. But we're going to have to fall in love.

Maybe I missed this, but regarding the Cadence deal, am I correct in noting that the revenue and EBITDA disclosure shows Cadence has a margin of 36% to 37%, which is impressive? Also, you mentioned tax benefits with this deal. I don't recall those being highlighted in the past.

Yes, you're correct. I believe the margin is around 34%, possibly a bit more. Regarding the tax implications, they are significant for these margins. We generally receive a step-up in basis for smaller transactions, but in many larger mergers, sellers often don't agree to this. In this instance, however, the sellers were accommodating, and we provided slightly more cash upfront. As a result, we'll secure $250 million in deductions over the next 15 years. When considering present value at a 5% or 6% discount rate, it translates into substantial benefits for us, even though it may not significantly impact the sellers, as they might offset it with net operating loss carryforwards. This is highly advantageous for us. Importantly, in many cases, it isn't critical for a private equity firm that acquires larger firms because they have substantial interest shields from high debt levels. However, being able to negotiate this benefit with a willing seller is a considerable advantage. This situation has proven to be mutually beneficial, with the sellers receiving more cash and us benefiting as well, which significantly reduces our multiple. This discussion does not involve our clean energy credits, of which we have $670 million. We'll utilize those over the coming years, effectively giving us another significant advantage similar to a free Cadence. Therefore, taxes do play a vital role and we estimate the conservative value of that benefit to be over $150 million.

Yes, I would say that these moves have been telegraphed over about 20 years.

We haven't. Can you give me until December? I know you're trying to figure out your 2024 models. You might want to take what we did this year, go through it line by line, and evaluate it to see what the potential outcomes are. I understand how challenging this is, Mark, due to foreign exchange remeasurement gains. We also included some acquisition costs that can be inconsistent. Additionally, there are various tax and restructuring numbers involved as we implement our tax planning strategy. I realize it's complicated, but if you could just allow me until December, I can provide that information to you.

Well, thank you again, everyone, for joining us this evening. To our 50,000 colleagues across the globe, thank you for your hard work this quarter and every quarter. Our operational and financial success is a direct reflection of your efforts. As pleased as I am with our third quarter performance, I'm even more excited about our future, future organic prospects, future M&A opportunities and our ability to become more productive and increase quality. We look forward to speaking with the investment community in person at our IR Day in December. Thank you again, everybody, and have a good evening.