Earnings Labs

Arthur J. Gallagher & Co. (AJG)

Q1 2014 Earnings Call· Mon, Apr 7, 2014

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Transcript

Operator

Operator

Good morning, and welcome to Arthur J. Gallagher & Co.'s First Quarter 2014 Earnings Conference Call. [Operator Instructions] Today's call is being recorded. If you have any objections, you may disconnect at this time. Some of the comments made during this conference call, including answers given in response to questions, may constitute forward-looking statements within the meaning of the securities laws. These forward-looking statements are subject to certain risks and uncertainties that will be discussed on this call, and which are also described in the company's reports filed with the Securities and Exchange Commission. Actual results may differ materially from those discussed today. It is now my pleasure to introduce J. Patrick Gallagher, Chairman, President and CEO of Arthur J. Gallagher & Co. Mr. Gallagher, you may begin.

J. Gallagher

Analyst

Thank you, Brenda. And good morning, everyone, and welcome to our first quarter conference call. Doug and I and Walt Bay are in New York. We have others in the room in Itasca so we'll be ready for questions. We realize that this was very short notice, so those of you that had to clear some items from your calendar to get on the call today, we really do appreciate it. Thanks very much for making it. You'll have seen from the press releases that we issued this morning that we intend to finance this acquisition partially with an equity offering, and we've been advised that we cannot discuss the proposed equity offering at this time. And therefore, we'll not be answering any questions with respect to the offering. Having said that, I've been advised that I can, of course, talk about the acquisition to some degree and I do also want to get into our quarterly results. But let me just say that we are really, really excited about the announced transaction. This, we believe, is a coup for our company. This is an asset that is very well known in the marketplace. It's an asset in a business with people that are very similar to what we're used to around the globe. Think about this as really extending kind of our U.S. regions. It's 2 regions that are about similar in size, New Zealand being one, Australia the other, to what our typical regions are, the 5 here in the United States. We've got a solid leader in Stephen Lockwood that we're very excited about. This builds out New Zealand in a way that we probably couldn't have accomplished this over the next decade, same is true with Australia. And there's a very nice operation in London that…

Douglas Howell

Analyst

Thanks, Pat, and good morning, everyone. Thanks for jumping on to this. It's terrific to have a great start to the year with a great quarter and obviously, we've been busy on the M&A front. And so I'm going to clip my comments a little shorter on the press release today so that we can spend some more time on Wesfarmers and the overall transaction. First of all, in the face of the press release, a couple of things. There's nothing on the face that I would say is unexpected. You see the normal adjustments for bookings, our integration costs, workforce termination and acquisition-related adjustments. But overall, on the adjusted basis, the Brokerage business had an excellent quarter, being up 34% EBITDA and 32% in EPS. In the Risk Management segment, a nice quarter, solid, organic growth. And in this, recall that we picked up a claim portfolio transfer with a large insurance carrier that recognized our capabilities. That's coming through our accounts nicely. That is excluded from organic growth. So as you look at the organic growth for the Risk Management segment, it reported 6%, but there's about $2.5 million that came from that book transfer. We refer to that as an acquisition. That would have fueled organic growth. You look at that element of this by another 1.5 points. When I look at -- when I flip to the second page and I look at the organic growth, I want to make a couple of comments on base commissions and fees. A couple of things, in the 3.3% organic on just the base commissions and fees, the U.S. business was around that 3%, probably a little bit above it. Our international was slightly below it. If you look at wholesale versus retail, retail outperformed wholesale a little bit,…

J. Gallagher

Analyst

I think when you take a look at this opportunity, the issue for us in Australia has been we've got a great team, we did an acquisition there, a number of years ago, SPA in Perth. We've been building out that, we've been looking at bolt-on acquisitions, but we really haven't had scale. And so now this gives us tremendous scale in Australia, New Zealand and we'll be one of the larger brokers in the region. As Doug commented, it will clearly allow us to do more bolt-on acquisitions. So I think there's tremendous opportunities for growth in Australasia, in general. And I think that the combined organization will be very attractive to potential partners. This will also, I think, give us a very good platform in that region to look at Asia Pacific from a more close location than trying to do it from London or the United States. Again, the firm that we're buying does very similar work to what we do here in the United States. There's a lot of small- and middle-market of clients that fit nicely in with us. There are good cross-selling opportunities. We're very strong as -- in the Risk Management side. Gallagher Bassett Services in Australia is a very strong -- one of -- it is the strongest TPA and one of the few that's licensed to do adjusting across all states. And that will give Gallagher Bassett a lift with some hopeful, really good cross-selling. As I said, their sales culture is very strong and I think that will also give us opportunities to build out more of their London operation as well as our operation. So all in all, a great deal. I think that the Wesfarmers folks, as Doug said, were extremely disciplined. We are getting an organization that comes to us very buttoned down. They were in the process of getting ready to potentially do an IPO when the idea of combining our firms was brought to them. So this is a firm that we feel very, very good about in terms of control, growth, cross sell, people, culture, sales opportunities. Well, you know me, I could continue to go on. So with that, I'll just turn it over for questions and answers. Brenda, you want to open this up?

Operator

Operator

[Operator Instructions] And our next question -- our first question comes from the line of Sarah DeWitt with Barclays.

Sarah DeWitt

Analyst

I wanted to ask some questions on the Wesmark [ph] acquisition. Could you give us a little background on the Australian market and the environment there? How competitive is that market? What's pricing doing?

J. Gallagher

Analyst

Yes. And Sarah, it's Wesfarmers.

Sarah DeWitt

Analyst

I'm sorry.

J. Gallagher

Analyst

No worries. But I figure they're probably listening in, we've got to get their name right. The market is a little bit squishier there than it is here in the United States. The economy was booming in that area from natural resources, in particular, we got some real benefits of that as we did the SPA transaction in Perth. That has slowed a bit. China is kind of pulling their horns a bit in terms of their continued appetite for natural resources. But the economy is still probably a little bit more robust than we see here in the United States, and the market is probably just a tad softer there than it is here. But all in all, a very good sales environment and one that we think that over time is -- again, the underwriting discipline that we're seeing in the United States is something that we believe we'll see globally.

Sarah DeWitt

Analyst

Okay. And what is their organic growth been?

Douglas Howell

Analyst

In the low-single digits. I would say that it's been on pace with Gallagher's. There's a couple of noteworthy -- I mean, New Zealand has been on fire and has been all the way through the -- even in the global recession. The U.K. has been steady. Australia has been steady, but I would say that the growth excitement that we're seeing in New Zealand, we think that could be infectious inside of Australia. Steve Lockwood and his team down there are doing a tremendous job in order to make those 2 organizations feel a lot the same. So I think that there's good opportunity for them to be a part of us and continue that growth.

J. Gallagher

Analyst

Sarah, I was down there last week and had a chance to interact with our Corporate group that has -- we got about 20 -- about $30 million of revenue down there. I'm going to tell you that the excitement about the opportunity to really push organic growth from our troops, the brand strength that this brings to them, they've been fighting above their weight class and get -- believe me, I understand what that's like, because when I started off selling, nobody knew who Gallagher was. So they've been trying to tell a story down there that Gallagher's different, we're unique, we've got these capabilities. They've been very good at using our niche approach. We sent our niche leader on the college and university side down there, about 5 years ago. We've got a very nice book of business in that area now, with I think about 7 universities that are now clients. But they look across our construction capabilities, our not-for-profit capabilities, our higher education and public sector capabilities and these people are chomping at the bit. So I think that they've had decent low-single digit organic, but as we come around to planning time, I'll be expecting better than that.

Sarah DeWitt

Analyst

Okay, great. And then the numbers question. What are you assume to be after-tax earnings of Wesfarmers on your accretion analysis on Page 10?

Douglas Howell

Analyst

The after-tax earnings in dollar amounts or do you want it in -- well, let's see if I can get that for you.

Sarah DeWitt

Analyst

Dollar amount would be great.

Douglas Howell

Analyst

Well, basically, you take the adjusted EBITDAC and you take it times 70%, and that would basically be the after-tax assumption on this business. And then, of course, you've got to label in the additional shares in order to complete [ph] the addition. So there's -- in the grid on Page 10, it is assumed at 30% tax rate, all right? The footnote adds the additional accretion if you give credit to the fact that you're going to shelter about $12 million worth of cash flows that would've normally gone in tax payments, will be kept. Did we lose you? We heard a beep.

Sarah DeWitt

Analyst

No. No, that makes sense. So what are you assuming for interest and depreciation then?

Douglas Howell

Analyst

Interest and depreciation, let me see if I can dig that out. I'll come back to the group on that. We -- I don't want to bog it down right now.

Operator

Operator

And our next question comes from the line of Paul Newsome with Sandler O'Neill.

Paul Newsome

Analyst

I wanted to just revisit the organic growth in the quarter. I know you gave us a little bit of background, but it does look like sequentially, it was decelerated a bit. Do you -- is that the right way to look at it? And could you maybe talk about whether or not you are indeed seeing at least the market environment decelerating a little bit in the first quarter versus the fourth?

J. Gallagher

Analyst

No, Paul, we're not seeing a deceleration in the first quarter. I -- as I said, I continue to be impressed with the discipline that underwriters are bringing to the marketplace. I've never seen a market like this in my career. This is my fourth cycle and to actually have about 3 years now going into our third year with disciplines. Having said that, any account that is of any size that has got a good clean record that deserves to get a decrease when we market it, that's -- they are account underwriting. So I think the market is disciplined. As Doug commented earlier, we have less than 1% of our growth is coming from market or from market rates or from the improvement in our clients' businesses, which is good because that means our people are doing a good job in the field of exactly what they should do, which is helping our clients get the best deal they can get. I wouldn't get all hung up on organic growth in the first quarter. Doug commented on the fact that over the last 20 quarters spread that you could see on our website, first quarter tends to be sequentially our smallest quarter, and frankly, it -- I think we pushed so hard to finish the year and we had such a dynamic year in 2013 that it doesn't surprise me that we'd be a little short to our norm. So I'm not feeling like our sales process or our sales efforts have decreased, and I'm not feeling like the market has fallen out from under us.

Paul Newsome

Analyst

Knock on wood. And then an entirely separate question, maybe a little bit more on the synergies for Wesfarmers. You've talked about already the possible sales and cross-selling synergies. Is the $13 million/$12 million that you're talking there purely a cost estimate? Or is there some actual revenue synergies in there? And any additional details would be great.

Douglas Howell

Analyst

Yes. Paul, thanks. Great question, actually. Of the $12 million U.S. synergies, $13 million actually that we expect, frankly, most of that comes from rent savings, systems, consumables, largely just expendables that would -- we would have going on. There is very little revenue uplift in those numbers. We have intentionally not put that in there, but we believe the ability to trade with ourselves, the ability to get enhanced compensation from the carriers could be significant on and above that number. So we feel that synergies we put in there are, basically, all cost saves. There's not a lot of even headcount save in there. Just illustratively, just not having a separate location in London produces lots of value, for instance, in rent. Now, the ability to just share some of the computer systems with Gallagher Bassett, the back office servers and everything, that's where it is. But the revenue uplift, we see that as a spot. If it holds true on what we saw with Bollinger, Heath, Giles and now Oval, that our ability to get more bites at the apple, so to speak, just to -- just providing more services between the capital providers and the customers, we have opportunities for a substantial revenue uplift. So that's -- hopefully, that's it. Let me answer Sarah's question. The interest was about $11 million, depreciation was about $5 million in the calculation of our -- in terms of doing our accretion calculations.

J. Gallagher

Analyst

Paul, I want to hit on your questions as well. I think Doug did a good job on that, but we really believe that our acquisition process is about finding ways to make 1 plus 1 equal 5, and this one should equal 7.

Operator

Operator

[Operator Instructions] And our next question comes from the line of Brian DiRubbio [ph] with Typso Capital [ph].

Unknown Analyst

Analyst

Two questions for you. First off on the Risk Management side, Pat, are you seeing any improvement in actual claims rates or claims being filed in that business? Or is that still sort of as it has been over the last year or so?

J. Gallagher

Analyst

Ask the question again, Brian. Do I see any -- are you asking me if I'm seeing any increase because of economic improvement?

Unknown Analyst

Analyst

Yes, in the number of claims that are being filed through Gallagher Bassett.

J. Gallagher

Analyst

Yes, but it's -- yes, but if I'm your [indiscernible]

Douglas Howell

Analyst

Of the U.S. domestic organic growth, 1 point, 1.5 of that comes from volume. Another 1.5 to 2 points to 3 points comes from just rate increase, so to speak, in terms of our -- the fees that we charge.

Unknown Analyst

Analyst

Got you. And I guess my second question, I don't know if you can answer this is, could you maybe give us some sense of why this particular mix of debt and equity to purchase Wesfarmers?

Douglas Howell

Analyst

Yes, I can -- listen, I think that the [indiscernible] is we look at our acquisition strategy over the course of the year. We always run into the complexities of the signing debt versus equity to a particular transaction. Generally, what we do, as you'll recall, at the end of the year, we typically say, when you look at our -- all of our acquisitions as a portfolio, we end up doing about, let's say, 25% in free cash, 25% in debt and about 50% in equity issue, right? Now on our smaller deals, some we do for 75% stock and 25% cash; some we do for 100% cash. International deals tend to be down mostly in cash versus direct equity just because of the listing issues and the professional investor rules that are so at the end of a year, we typically balance the books and stay as a portfolio. And these assumptions here, we basically assigned a 17% of this business [ph] price would come from free cash flows, reflecting that there's other cash flows that will be used in other transactions and then 2.25% -- 2.25x EBITDA in terms of debt and the rest in equity rates. So in this case, the dilution calculations were assumed, some free cash, some a normal regular level of debt at 2.25 and the rest in equity.

Operator

Operator

We have one other question coming from the line of Mark Hughes with SunTrust.

Mark Hughes

Analyst

Could you give us an update on the benefits segment in the U.S., any impact from health exchanges, just how you see that playing out as you sit here today?

J. Gallagher

Analyst

Yes, Mark, I think that -- this is Pat, and Doug can get to the numbers. But we've been very clear on what we believe our strategy around the exchange programs are. And yes, we're seeing very good benefit from the new law to our consulting opportunities across the United States. I've been very, very verbal in the fact that I think the law is probably a tragedy for America, but it's great for Gallagher, so I guess I got to like it. But the complexity of the law and the amount of change that goes into that complexity continues to ratchet out of Washington literally every week, and it's very difficult to stay on top of, and so our clients really, really need the help. Part of that help is having them sort -- helping them sort through whether an exchange solution is appropriate or not. And we don't have one exchange. We're not -- we have helped create a private insurance exchange, but we're not married to just one program or one product. As consultants and brokers, we believe that our role would be to help our clients choose, if they want a solution that includes an exchange, which exchange they will use. And we do not see that as being a huge revenue uplift for us. We see that as being part of our normal day in and day out activity that we're responsible for. And I think that really, if you step back, what's happening with our benefits folks, it's not just about health insurance. What's going on with this law, and I think it is helping clients focus on this is that they got to decide how they want to treat their people, and that's their total rewards. What's going to happen? How am I…

Douglas Howell

Analyst

Of course, I do. The benefits business continues -- I mean, this is a well-run business inside of Gallagher. I think it's got a tremendous amount of expertise in it. As you know, at Gallagher, we don't have our benefit folks report up through the regular property/casualty reporting lines like you see a lot of other brokers might be doing. We believe this is a separate, technical expertise unit that needs to -- many times, they sell to a different customer also. And so the fact that we "siloed" this, which seems to be a negative word sometimes, we siloed this 20 years ago, and it's grown from a business that was basically doing $8 million of EBITDA to a business that's well into the $100 millions at this point of EBITDA. So we like the business, the margins are good on it. It's not easy out there, but it's also a consolidating business. A lot of the smaller guys have a hard time competing in this, so we see lots of opportunity for this, both domestically and internationally. Even though when you look in countries like the U.K., Australia, New Zealand, Canada, where there's socialized medicine, there's still lots of employee benefit-related products to be sold and a lot of consulting that goes along with those decisions that human resource leaders need to make. So this is a business that is hitting on all cylinders inside of Gallagher.

J. Gallagher

Analyst

And as Doug mentioned, very strong help on the acquisition side. What we're finding is that people that are joining us really need our resources.

Operator

Operator

Our next question comes from the line of Ian Gutterman with Balyasny.

Ian Gutterman

Analyst · Balyasny.

I just had a few clarifications, I guess. Pat, first, just to address the organic again, if I can. The -- I appreciate your point about Q1 being weaker, and you can see that in the historical numbers. But last year's Q1 was up 5%, and this year's Q1 is only up 3%. So it looks like at least year-over-year that it got a little tougher. Is there anything you could attribute that to?

J. Gallagher

Analyst · Balyasny.

We wrote less business as a percentage this quarter than we did last year. And I'm not trying to be flippant, but I don't get jazzed up about 1 point here or there on a quarter. I see our pipeline, we use the salesforce.com, I see our new business, we're writing millions of dollars of new business a week. The pipeline is solid, and I'm very, very comfortable that the sales coach [ph] will be good. So as you're looking through our numbers and you're trying to find systemically something that's changed, what I'm telling you is nothing did.

Ian Gutterman

Analyst · Balyasny.

Perfect, that's what I wanted to know. Was there any weather -- that was the only other thing I was wondering, was there any weather slowdown?

J. Gallagher

Analyst · Balyasny.

Yes, all of us in the North couldn't get out of our house, nor did we want to.

Ian Gutterman

Analyst · Balyasny.

Exactly. Okay...

Douglas Howell

Analyst · Balyasny.

Let me amplify that, that when we looked down through this that we just -- it's solid across all fronts, and it's just the natural pullback that happened in the first quarter a little bit.

Ian Gutterman

Analyst · Balyasny.

Got it. And then, Doug, on the contingents, there was -- you addressed that, but there was a big pickup. Obviously, some of that is the environment, but is also some of that just the acquisitions? And as you've grown that, that we should expect -- I guess what I'm trying to ask, because I know Q1 is always a high quarter, but as I look out for the rest of the year, is sort of the year-over-year increase in Q1 a reasonable benchmark for the rest of the year?

Douglas Howell

Analyst · Balyasny.

I think that we put on the back of the release, I believe we have a table and it allows you to kind of do a site tick quarter-by-quarter. Let me see here.

Ian Gutterman

Analyst · Balyasny.

Yes, I got it now. Okay.

Douglas Howell

Analyst · Balyasny.

Yes. So I would encourage you to use that table to help you get your head around it. It's below the balance sheet that -- but I wouldn't say you would have such an [indiscernible]. The other thing, Bollinger and jobs did have contingent commissions that were coming in, in the first quarter that fueled that. Now we take that out in organic, but overall, these are solid numbers. And I think that where we are in the cycle in this firmy [ph] market -- or the steady market cycle, this is good indication that there's value-add here. As you know, we talk about our base commissions and fees and we break out supplementals and contingents. There's always a little geography in some of those. And 1 year, a carrier might decide to have us work on a supplemental and another year to have us work on a contingent. But there's nothing that I saw in these numbers in the first quarter that would tell me that there's a major shift one way or another, but it does impact how we classify revenues. If somebody chooses to pay us a little bit more on a supplemental and a little bit on a base commission and fee, that can affect the organic. If they choose to move us over to a contingent, it can impact the organic that we tend to use as highlight organic on this. But by and large, there's nothing out of whack in this, one way or another, other than the fact that we continue to show our value to the carriers.

Ian Gutterman

Analyst · Balyasny.

Got it. And then my last one on the energy side, stripping out the $14 million, obviously, but when I look at the projections, the Q2 through Q4, some of the quarters changed. But in aggregate, it doesn't look like it's changed a lot from the prior quarter's projection. But Q1, the $7 million sort of core positive versus, I think, you're projecting a loss. Can you just give us any color sort of given that the change in demand, the ownership and everything, is there a reason all of the benefit from that sort of comes in Q1 and the rest of the year steady? Or I'm just trying to think about what the right way to...

Douglas Howell

Analyst · Balyasny.

Well, I think that the real question is, are you looking at the projection of clean energy or corporate? Let me just ask that to clarify your question.

Ian Gutterman

Analyst · Balyasny.

I meant clean energy. And obviously I did this very quickly this morning. But I'm looking at the clean energy line in the corporate tab.

Douglas Howell

Analyst · Balyasny.

Yes, all right. Let me grab that, and I'll be able to speak to that actively. Actually, I think in the clean energy line, last -- when we made our estimate at the end of last year on the clean energy line, we were looking for somewhere around -- a range of somewhere around $73 million, if you split the low and the high end of the range, so $73 million. And kind of the midpoint of the range now is somewhere around $94 million or $95 million right after tax. So $73 million, there's actually like a $22 million delta there between old and new, of which $14 million of it came from the gain. So we have actually improved our overall outlook on that by about $7 million for the rest of the year.

Ian Gutterman

Analyst · Balyasny.

Right. And it just seemed to me that whole $7 million showed up in Q1, right? The original Q1 was minus $2 million to minus $5 million and you hit at $21 million. So you beat it by $23 million to $28 million, $14 million of that being the tax. See what I'm saying?

Douglas Howell

Analyst · Balyasny.

Yes -- no, I know what you're saying. Yes. Because of recognizing the gain in the first quarter, remember what happens on this is that we have a proportional recognition based on pretax earning, so we actually accelerated the recognition of credits in the first quarter to shelter the gain that we took in the first quarter. Page 15, if you pull out this -- Page 15 in the supplement, this quarter versus last year, we show how the difference in the emergence of credits recognized were versus credits produced and, yes, you do see that -- it's basically because you take a gain in the first quarter of $20 million, you got to put up taxes of $6 million or $7 million, so you pull credit into the first quarter to cover that for the accounting, and then you pull it down. So I don't make the rules, I just follow them. And so -- but you're right, that's the way to look at it.

Ian Gutterman

Analyst · Balyasny.

Okay, got it. That's all I have.

J. Gallagher

Analyst · Balyasny.

Sorry for the long-winded answer, but that's the answer.

Operator

Operator

We have our next question from the line of Paul Sarran with Mesirow.

Paul Sarran

Analyst · Mesirow.

Your pro forma accretion estimates for Wesfarmers assume 13 million to 13.5 million shares issued, but the offering is for 19 million. Is there something specific that those incremental shares or the funds from those incremental shares are pegged for?

Douglas Howell

Analyst · Mesirow.

That's something that's better served for our conversation when we talk about the secondary offering, and I'm just -- I just can't answer that question right now.

Paul Sarran

Analyst · Mesirow.

Okay. When does that conversation take place?

Douglas Howell

Analyst · Mesirow.

We're currently taking advisement right now on when to -- we've made the announcement that -- of a secondary and we're working on that right now.

Paul Sarran

Analyst · Mesirow.

Okay. So then, just a question specific to the Wesfarmers deal. There's some mention of premium funding business included in what you acquired. How much of the revenue and EBITDAC did that contribute?

Douglas Howell

Analyst · Mesirow.

Two questions. One of the things that I just want to make sure that we wrap up, I think -- well, I can't really comment on it because of the -- on the equity issue. And even if you take the entire 19 million shares that you mentioned that we discussed in our press release this morning and you run it through this accretion calculation, it still comes up to be $0.03 accretive plus the tax. And so even if all of the shares were assigned to this deal 100%, it's still an accretive deal. I probably should have answered that way first just by the pure math. And then what was the second part of your question?

J. Gallagher

Analyst · Mesirow.

The question as a funding business.

Douglas Howell

Analyst · Mesirow.

Oh, the premium funding business. First and foremost, for those of you that aren't aware, Gallagher does -- through its 3 primary trading partners in the U.S., we do a lot of premium funding business. In the U.S., carriers are much willing -- much more willing to offer installment billing terms than you see in New Zealand and in Australia. So the premium funding activity is more part and parcel to the Brokerage. It's a real value-add that we bring to the customers. In terms of the revenues that get produced by it and the EBITDA, it's around $50 million, and the EBITDA is in the mid-teens or upper teens, depending on how you commute -- compute the interest carry cost. If you assign a full third-party borrowing rate to that, obviously, it pushes your -- I hate to use EBITDA, but if you'd assume EBITDA after interest associated with the funding, then -- I'll use that term, then you're in the mid-single-digits. If you assume a borrowing that might be more conducive to Gallagher or Wesfarmers, you improve that to nearly 20% or more. This business, as you know, all these receivables are collateralized by the right to cancel and get return premiums from the carriers. I believe nearly 100% of that business is that way. The right to can is available in New Zealand and maybe 80% flat in Australia. We just don't have credit losses in this business. So we have -- Gallagher has substantial experience with this in the U.S. through our trading partners, and we like this business in Australia and New Zealand. So this will be a nice business for us down there.

Operator

Operator

And our next question comes from the line of Ken Billingsley with Compass Point.

Kenneth Billingsley

Analyst · Compass Point.

I just wanted to clarify, I know you were just assuming that if all the shares from the recent offering were applied to the Wesfarmers deal, did you say it would be $0.03 before tax? Is that correct?

Douglas Howell

Analyst · Compass Point.

$0.03 before the $0.07 to $0.10 of -- actually, it'd probably closer to $0.05 to $0.07 with the full 19 million shares in it.

Kenneth Billingsley

Analyst · Compass Point.

Maybe $0.05 to $0.07?

Douglas Howell

Analyst · Compass Point.

Of additional tax, so you'd be somewhere between 3% without the tax benefit and another, let's say, 4% to 6% with the tax benefit. So you can get as much as $0.10 even on the full 19 million shares.

Kenneth Billingsley

Analyst · Compass Point.

And that assumes, obviously, that there are -- margins remain the same as they are currently, correct, with some synergy improvement as well?

Douglas Howell

Analyst · Compass Point.

Correct. Right. Now remember, these are fiscal year '13 numbers ending June 30, '13. So as the result of making sure that we're tying back to audited financial statements, you've got a year in arrears look on this. And we see -- as we did our due diligence on these organizations through March 31, they continue to perform and grow. And so through those numbers, it's not on a pattern with the historical one.

Kenneth Billingsley

Analyst · Compass Point.

Okay. The -- and to clarify from the shares that are outstanding, at least to be offered, obviously, even though the current offering, which could be up at nearly 22 million shares with the shoe, and I believe you have a 8 million share announcement that you just did, plus at the money offering. Can you tell me about what's still outstanding potentially to be the issue?

Douglas Howell

Analyst · Compass Point.

We issued next to nothing in the aftermarket offering. It would still sit out there and be live, but it's not something that during this process we would use, and the 8 million was allotted to do acquisitions going forward -- during that process. Obviously, during this process that -- we're not using shares.

Kenneth Billingsley

Analyst · Compass Point.

Okay, I understand. And then the other question I have is on the coal operations. The expense margin versus the revenues that are being generated, it seems that, that has improved. Is there -- was there something that occurred this quarter that maybe was different for some prior quarters? Or is that a trend that we would expect to see continue, whether days in operation or number of plants opened?

Douglas Howell

Analyst · Compass Point.

Well, listen, I've always cautioned everybody that to be able to look at the components of revenue and expense on the coal plants is very difficult to do because sometimes, you have revenues as we buy coal. Sometimes we buy it at $100 a ton and we resell it at $102 a ton. That's a different outcome than if we buy [indiscernible] a ton. So I would caution you that the -- drawing any conclusions about the margin on that business on a pretax basis is very difficult to do and probably not productive because at the end of the day, it typically costs us X amount per ton in order to do it and we get Y amount of tax credits, and the differential is what comes into next -- into net earnings. But also, you get the impact of consolidated versus unconsolidated plants. If we own less than 50% of it, generally, and we don't control it, then we wouldn't consolidate it and all we're doing is picking up the aftertax equity and earnings in it then the tax rate. So there's nothing different going on inside of the building. It's just peculiar accounting that might be causing you to come to those observations.

Kenneth Billingsley

Analyst · Compass Point.

Last question is -- I believe your 4 largest acquisitions have occurred in the last 12 months or so, or will have. From a management operational standpoint, a lot of these acquired companies have better margins. What is in place from your side to make sure that those margins don't slip and it's a lot of revenue to integrate in a short period of time?

J. Gallagher

Analyst · Compass Point.

Let me take the integration discussion, and then I'll let Doug touch on the margin discussion. When you take a look at these 4 acquisitions, know that, for instance, what's going on with the one we just finalized, this is Oval, was a totally different set of people doing the integration of that than those will be responsible for the integration of what we're doing in Australia and New Zealand. So we're not -- there's different sets of hands on the oars here, and we're not having someone that has to jump up and say, "I got to leave the Bollinger deal in New Jersey and fly my way to Australia right now to get going on acquisition integration." The folks at Bollinger, by and large, are integrated. That's been a very good deal for us. It's folded right into 3 operations: Our benefits operation, our wholesaling operation and program management company, as well as our Northeast region for our property/casualty retail business. And that's going extremely well. Oval will integrate nicely in the U.K. Giles is complete. Heath was very, very much integrated. And so I feel like we're really not straight in the organization in any way in terms of getting these things integrated. Doug, you can touch on the margins.

Douglas Howell

Analyst · Compass Point.

Yes, I think the nature of the book of business that we're buying just depends on the clients how do they serve. In certain cases, when you look at a small specialty SME business that you see in New Zealand, that you see in certain aspects of New Jersey with Bollinger and you saw in the Giles transaction, they're serving smaller to smaller middle-market customers. And the service load on those customers isn't as high as it is, let's say, when you get up into a more sophisticated risk management. Oval, for instance, it plays at a slightly upper end to lower higher end of the market in the U.K., and its margins aren't where Giles were, and rightfully so. Those customers deserve a different level of service or require a different level of service because of the complexity of their programs. So in this case, it happened to be that we -- that in Australia and New Zealand, New Jersey and on the Giles transaction in the U.K., the margins are all plus or minus in the 30% range on their basis of reporting. When you look at Oval, it's somewhere down in the lower 20s, and that's because they serve a different clientele there that requires more service. And you see that inside of Gallagher depending on -- our Risk Management customers require different levels of service in Los Angeles, let's say, than maybe the small accounts that are in Orange County, for instance. I'm just making that up by illustration. So there's nothing necessarily. How do we keep that from slipping? Is it because we continue to do what we're doing with those customers the way we've been doing it? Except for, truthfully, we can now spread some of the common costs across a larger platform. So really, all ships rise on that. We see these businesses as being -- remember, Gallagher tried to not run -- or to buy poorly-run business. If they're not making money currently, we typically don't have much interest in having them join our family of organization. So we like nicely run businesses with management that's proven how to make money, and we think that they will continue to be able to do it and even more so with our resources.

Operator

Operator

[Operator Instructions] And our next question comes from the line of Scott Heleniak with RBC Capital.

Scott Heleniak

Analyst · RBC Capital.

Just wondering if you could touch on the -- you mentioned a potential for further bolt-on acquisitions in U.K. and Australia. I'm just wondering if you could touch on that, just how many potential candidates, what kind of pool of properties is available? I know in the U.S., there's sort of 8,000 to 15,000 brokers, and I'm just wondering if you can give us some detail on that, what kind of opportunity there?

J. Gallagher

Analyst · RBC Capital.

Yes, Scott. Well, both the U.K. market and the Australian market and New Zealand market, are fragmented markets. There's not as much opportunity in those countries as we have in the United States because we have probably 30% of the gross-written premium in the world was written in the United States. And so I think that just gives you a huge leg up. We've got 300 million people here, and in Australia, you got 25 million. So -- but nonetheless, the business is fragmented. I've said this before, if you look at it on a global basis, literally, if you looked at all insurance spend and you added Marsh and Gallagher and Willis together, we wouldn't have any market share. So in a fragmented business that is a global business, the opportunities to do bolt-on acquisitions is just outstanding. And our pipeline in the United States is incredibly robust, and it's very strong in the U.K., and we'll see how we build it. Now one of the nice things about the -- probably Lockwood in particular, is that they have been very, very good at doing acquisitions, and they're excited about the fact that we would like them to continue to do that. So I think you're going to see that -- we'll probably always have, in terms of item count, more rolling into us in the United States than we do elsewhere, and we think the opportunities are terrific. And we said that when we did Heath 3 years ago in the U.K., that we needed a platform to be able to attract these firms. And we've probably brought on another half a dozen to a dozen firms into our U.K. operation because we had the platform to do it.

Douglas Howell

Analyst · RBC Capital.

Yes. Let me pile on that. One other thing, too, is that we talk about the opportunities for acquisitions and consolidation. The other thing, too, to realize is that at a sizable organization that we are and with our culture, our internship program is developing young people on an annual basis of coming into this business. One of the things that you're going to see is that just the number of retirements that are facing the insurance industry bodes well for young people coming into the business. Young people don't want to come in to a business when there's 1 or 2 people in an office. They want to be a part of a large global organization where they see career opportunities to come in, learn the trade, be successful in what they're doing and then have career steps to go on up. I believe that as this business consolidates, regardless of whether it's 30 acquisitions a year or 50 or 100, the fact that larger brokers will have a competitive advantage about hiring young talent that will eventually, for the person that chooses not to sell out their -- let's say, their family agency or their own agency, our ability just to sell through them will continue. I think that is a wave that's going to come over the next 10 years. And the smaller ones that choose not to sellout will have a hard time recruiting and perpetuating their agency. And most of them, their kids don't necessarily want to come in and take over mom or dad's agency. So that's a big advantage to us when it comes to our global size and then just sheer size in Australia and New Zealand and the U.K.

J. Gallagher

Analyst · RBC Capital.

I know you know the U.S. market, too, but I mean, it's amazing to me. When you look at the Business Insurance July article every year, they rank the top 100 agents and brokers in the United States, to beat #100, you got to do $22 million of total revenue. So if there are 18,000 of them, there's 17,900 smaller than $20 million.

Scott Heleniak

Analyst · RBC Capital.

No, I definitely know it's fragmented here, I just was wondering out there, but that's definitely good detail. The only other question I had was just on the Oval Group, which was a pretty good size deal for you guys, too, over $100 million of revenue. I'm just wondering if you could touch on that, just kind of talk about what you found most attractive about that property because that's obviously a big deal for you guys, too.

J. Gallagher

Analyst · RBC Capital.

Yes, we're very excited about that. It's almost kind of, in a sense, too bad that the Wesfarmers didn't hit when it hit because it kind of overwhelms what we're doing around the rest of the world. But Oval is a terrific, terrific fit for us. As Doug mentioned in his comment about the margin, if you look at what we're doing in the U.K., Heath did have some corporate risk management business, by and large, was mostly what we refer to as SME, small and middle-market. And when we did Giles, it was very much the same. It was actually some very small and middle-market stuff. What we like about Oval is that it fits really nicely right on top. It's very heavily driven by upper-middle-market corporate-type risks, a very solid team of people, very well-lead, and it just fits very nicely into what we're doing without a lot of overlap in terms of client direction and client targets. So if you think about it as kind of like the slices of the pie, this one fits in really nicely, kind of completing the whole pie.

Douglas Howell

Analyst · RBC Capital.

Yes. And the management team that comes along with Oval, too, is tremendous. Peter Blanc and his team over there, I think, are excellent, excellent brokers. Now they like to sell insurance, and that fits well with us.

J. Gallagher

Analyst · RBC Capital.

And by the way, I might as -- I'd like to mention this while I've got the public on. These were properties -- Giles, Oval, Bollinger and now, Wesfarmers, these are properties that, frankly, our competition really, really wanted. So I couldn't be prouder of our team in landing these. These are some ones that could have easily been picked up by our competitors, and we're very pleased that we were able to succeed.

Operator

Operator

Thank you. And it seems we have no further questions at this time. I'd like to turn the floor back over for closing remarks.

Douglas Howell

Analyst

Well, I'll start, and I'll let Pat end. On the financial basis, I couldn't be more pleased with how we've performed. This is another quarter of excellent financial performance on all of our units. Listen, I think that when you look at something on a quarter-by-quarter basis, the consistency of our results, the delivery of our performance, nothing's smooth in real business. It's pretty smooth on an Excel spreadsheet, but it's not necessarily smooth when you actually do it, and our team continues to execute against the plan, well financially disciplined. And I think as the CFO, our financial metrics are -- continue to improve quarter-by-quarter, and I think the team has done a tremendous job out there in order to deliver on those results.

J. Gallagher

Analyst

And I'd just add that when I look around the network and, as you all know, I have a chance to travel the network pretty extensively, the team is really, really turned on. We're focused on selling new business and keeping what we've got. The culture is solid, and I can say it on a global basis. And as we finish up a great quarter in the first quarter, we're excited about the rest of 2014 and quite honestly, it's good to be us. Thanks for being on the call.

Operator

Operator

This does conclude today's conference call. You may disconnect your lines at this time, and thank you for your participation.