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Executives

Abbe Goldstein - SVP, IR

Jessica Bibliowicz - Chairman and CEO

Doug Hammond - President and COO

Donna Blank - CFO

Analysts

Matt Rohrmann - KBW

Mark Finkelstein - Evercore Partners

[unintelligible] - UBS

Seth [Wye] - Bank of America Merrill Lynch

National Financial Partners Corp. (NFP) Q2 2012 Earnings Call July 31, 2012 8:30 AM ET

Operator

Good day, ladies and gentlemen, and welcome to the second quarter 2012 NFP earning conference call. [Operator instructions.] I would now like to turn the presentation over to your host for today’s call, Ms. Abbe Goldstein, senior vice president, investor relations and corporate communications. Please proceed, ma’am.

Abbe Goldstein

Thank you. Good morning everyone, and thank you for joining us on our second quarter 2012 earnings conference call. During this call, management may make certain statements regarding their expectations and projections for NFP, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based on management’s current views and are subject to risks and uncertainties that could cause actual results and events to differ materially from those contemplated by a forward-looking statement. We refer you to the risk factors described in NFP’s filings with the SEC, such as NFP’s annual report on Form 10-K for the year ended December 31, 2011. Forward-looking statements speak only as of the date on which they are made, and NFP expressly disclaims any obligation to update or revise any forward-looking statements.

Our second quarter earnings conference call will be accompanied by a presentation that is available for download on the Investor Relations section of NFP’s website or upon connecting to the audio webcast of this call at the same website. A reconciliation of the non-GAAP measures discussed on this call can be found in the presentation or in the quarterly financial supplement, which is available at the same website.

At this time, I’d like to turn the call over to our CEO, Jessica Bibliowicz, and her presentation starts on slide seven.

Jessica Bibliowicz

Great, thanks Abbe and good morning all. Our second quarter was a strong quarter for NFP. We reported revenue growth of 6.7%, organic revenue growth of 4.1%, growth in adjusted EBITDA of almost 10%, and margin expansion. Most of the growth during the second quarter was driven by the corporate client group’s organic revenue growth of 7.2% and acquisition growth.

Turning to slide eight, we continue to enhance our business while positioning NFP for future growth. NFP operates from a position of strength, largely due to our diversified product and service offerings and our increasing recurring revenue. For the second quarter of 2012, recurring revenue accounted for 65.6% of total revenue, an increase from 61.8% in 2011.

Turning to slide nine, in the first half of the year we’ve made good progress with our share buyback and acquisition activity. As of June 30, 2012, we used approximately $14 million to repurchase shares. This includes $6.1 million from our new buyback authorization.

Year to date, we have used $65.5 million for acquisitions in corporate benefits, property and casualty, and within our advisor services group. This amount also includes several management contract buyouts.

Included in our acquisitions were a couple of unique opportunities where we bought businesses where we have enjoyed longstanding, exclusive relationships. Specifically, we purchased the outstanding interest of Nemco and merged it into our New York office, which is now one of the largest corporate benefits providers in the New York metro area.

We also acquired Fusion into or advisor services group, where we expect adjusted EBITDA margin accretion of 75-100 basis points in 2013 from that transaction. For the remainder of the year, our acquisition focus is on transactions in the corporate client group, specifically property and casualty as well as management contract buyouts. We expect to continue to use cash for acquisitions.

Turning to slide 10, we are proud of NFP’s recent industry recognition. We are number eight on Business Insurance’s 100 Largest Brokers of U.S. Business and we are the ninth top global insurance broker ranked by Best Review. This recognition results from our growing scale and One NFP operating and branding initiative. We want to thank everyone on our team for their participation in making NFP a recognized industry leader.

At this time, I would like to turn the call over to our president, Doug Hammond.

Doug Hammond

Thanks Jessica, and good morning everyone. Our solid results in the first quarter continued in the second. This morning, I’ll focus on our key business drivers and update our outlook for the remainder of the year.

You can see on slide 12 NFP’s three business segments and their percentage contribution for the second quarter. The corporate client group, which includes our corporate and executive benefits and property and casualty business, represented 44.1% of total revenue, with 7.2% organic revenue growth. The individual clients group, which includes wealth management and retail and wholesale life insurance, represented 31.6% of total revenue, with organic revenue growth of 1.5%. And the advisor services group, which includes our broker-dealer and corporate registered investment advisor, represented the remaining 24.3% of total revenue, with a 1.9% decline in organic revenue.

Turning to slide 13, the corporate client group continued to perform well, with solid organic revenue growth. Our CCG Advisors are focused on delivering comprehensive client solutions while partnering with our clients to help them navigate the complex healthcare landscape in the years ahead.

Corporate benefits, which include health and welfare, retirement, and ancillary and voluntary benefits, generated 82% of CCG’s revenue. Executive benefits generated 9%, and P&C generated the remaining 9%.

Similar to what we experienced in the first quarter, CCG’s second quarter results were positively impacted by profit participation bonuses that were higher than our historic trend in the second quarter. As we have previously said, the level of certain of these bonuses is difficult to predict, because they are tied to the profitability of large blocks of business over multiple years for other uncertain outcomes.

These bonuses helped drive our organic revenue growth in CCG over 7%, as well as our adjusted EBITDA margins of 19.6%. Without this lift, our CCG organic revenue growth was still around 5% in each of the first and second quarters of 2012. We do not expect any additional material shift in the level of our profit participation bonuses this year.

For the full year 2012, we expect CCG organic revenue growth to be approximately 4%, which is at the high end of our previous guidance and follows 3.6% organic revenue growth in 2011. We continue to expect some quarterly variability in CCG, and as previously stated, anticipate that our third quarter 2012 will have relatively flat organic revenue growth.

CCG’s adjusted EBITDA margin for 2011 was 18.6%. We still expect our adjusted EBITDA margins to be in the range of 19-20% in the second half of 2012, with margins higher in the fourth quarter 2012 than in the third.

I want to make a quick comment on healthcare reform. The recent Supreme Court ruling does not change our previous views on the topic. For us, it is pretty much status quo. Our role as trusted advisor is as important as ever, and is presenting opportunities every day as we get closer to our clients and continue to prove our value.

While the small group market, under 50 lives, presents challenges, even this market presents some future opportunity. For example, in Massachusetts, where health insurance exchanges have been in place for several years, we have operated one of the most robust private health insurance exchanges in the country for many years. Our experience in the New England market reflects the critical role of brokers in an exchange environment and has opened up several potential opportunities to bring our expertise and technology to other exchanges around the country.

There are still many regulations and changes that will fall into place over the next several years. Our scale, expertise, and the quality of our advisors will remain critical in helping our current and new clients navigate this environment.

Turning to CCG M&A activity, we are pleased with the performance of our recently acquired P&C businesses as well as the acquisitions and management contract buyouts associated with our New York regional corporate benefits consolidation. As we mentioned previously, in the second quarter of 2012 we acquired Nemco, a corporate benefits business, and we completed a subacquisition in NFP P&C.

In July, we closed another subacquisition in NFP P&C. We also completed the management contract buyout of our corporate benefits business in Canada, which now operates as NFP Canada. These transactions are fully aligned with our strategy of deploying capital to accelerate the alignment of our business under one NFP, with a focus on building scale in P&C and transitioning our business away from the management company structure. Our acquisition pipeline remains strong, and we are beginning to see that the uncertain tax environment for next year is motivating some high quality sellers to consider closing deals this year.

Turning to slide 14, in ICG our wealth management business continued its steady performance in the quarter and represented 19.6% of ICG’s revenue. The life insurance market continues to be challenged by the issues we have previously discussed: estate tax uncertainty and higher exemption levels, the extended low interest rate environment, and product changes.

We maintain our leadership position as an advisor and distributor of life insurance for high net worth clients, and believe it is a valuable complement to our other businesses. In this market environment, we continue to focus our efforts on a more streamlined and aligned operating structure for our life business.

Turning to slide 15, in ASG in the second quarter, we saw a slight decline in revenue. As expected, revenue was positively impacted by increases in our asset base managed account business due to billing cycles that reflect the first quarter 2012 strength in the financial markets. However, this increase was more than offset by a lower volume of transactional business, driven by financial market volatility, particularly a slowdown in variable annuity sales.

Our assets under management grew 1.7% year over year in the second quarter to $10.2 billion, due to increased net new accounts and advisor recruiting. Adjusted EBITDA and margins in the quarter remained consistent with last year.

Looking ahead in ASG, we expect flat organic revenue growth for the full year 2012. We expect adjusted EBITDA margins for ASG to be approximately 5% for the full year 2012, subject, of course, to overall market conditions. This at the high end of our previous guidance of 4.5-5%.

As previously announced, we are excited about the opportunities presented by our acquisition of Fusion into ASG. Fusion is the leading provider of practice management and business consulting services to independent financial advisors. Since its inception, we have respect the high quality of Fusion’s advisor offering and have been pleased that Fusion has always maintained an exclusive relationship with ASG as its sole provider of broker-dealer and registered investment advisor solutions.

While we do not anticipate increasing our acquisition activity in ASG, the Fusion acquisition represented a unique opportunity to add a known, high-quality resource platform directly onto the ASG platform. In 2013, the first full year of operation post transaction, it is expected that ASG’s adjusted EBITDA margins will improve by 75-100 basis points from this acquisition.

We’re pleased that we were able to deliver another solid quarter and are grateful for the focus an dedication of the entire NFP team. Now I’d like to turn the call over to Donna Blank, our CFO.

Donna Blank

Thanks Doug, and good morning everyone. Turning to slide 17, second quarter 2012 cash earnings was $27.1 million, compared with $21.6 million in the second quarter of 2011. On a per share basis, cash earnings were $0.60 per diluted share compared with $0.48 per diluted share in the second quarter of 2011.

Net income and cash earnings in the second quarter of 2012 include a $4 million pretax net gain on sale of businesses, which favorably impacted our tax rate. Excluding this gain, our second quarter 2012 cash earnings was $23.7 million, or $0.57 per diluted share. I’ll provide more on taxes in a few minutes.

NFP reported second quarter 2012 net income of $4.9 million, compared with $9.5 million in the same period last year. Net income was negatively impacted by impairments of intangibles, management contract buyout expenses, and a change in estimated acquisition earn out payables, totaling $10.2 million net of tax.

These charges are a result of the execution of the business strategy, which entails management contract buyouts and the disposition of noncore assets. Impairments were associated only with management contracts, not goodwill.

Adjusted EBITDA in the second quarter of 2012 was $33 million, compared to $30.1 million in the same period last year, an increase of 9.6%. As a percentage of revenue, the adjusted EBITDA margin was 12.9% compared to 12.6% in the second quarter of last year. Adjusted EBITDA in the CCG increased by $5.4 million, which was driven by both acquisitions and organic growth. Adjusted EBITDA margins increased from 17.7% to 19.6% in CCG.

ICG adjusted EBITDA declined $2.4 million, as revenue declined and expenses increased, driven mainly by planned investments in wealth management businesses. ICG adjusted EBITDA margins decreased from 12.6% and 9.8%. ASG adjusted EBITDA and adjusted EBITDA margins were flat year over year at 4.8%.

On slide 18, you can see that our total compensation ratio for CCG was approximately 51% for the second quarter of 2012. Within the CCG comp ratio, we’re starting to see the impact of our CCG integration strategy as [fees to principal] shifts to compensation expense for employees.

The total compensation ratio for ICG was approximately 53%. We expect there will continue to be quarterly variations in these ratios. Turning to slide 19, cash flow from operations for the second quarter was $19.5 million compared to cash flow from operations of $39.9 million for the same period last year.

During the second quarter of 2012, cash flow increases from organic growth and acquisitions were more than offset by payments of $13 million for a legal settlement and other payments. We expect to be reimbursed for a significant portion of these items in the second half of 2012. The remaining difference in cash flow from operations, compared with the prior period, is associated with unfavorable timing differences in working capital.

The management contract buyout expense of approximately $4 million that is reflected in the second quarter income statement is related to a transaction that was fully negotiated within the quarter, but did not close until July 2, and therefore did not impact cash flow in the second quarter.

Turning to taxes, the interim effective tax rate in the second quarter of 2012 was 31.3%, and was due to the tax benefit associated with certain dispositions. Excluding these dispositions, the effective tax rate year to date would have been approximately 43%. For the remaining six months of 2012, we expect our normalized effective tax rate to be approximately 37%, excluding the impact of future impairments, disposition activity, and changes in unrecognized tax benefits. We will continue to provide updates on our expected effective tax rates throughout the year.

The P&L impact of the management contract buyouts is reflected in two expense captions on the income statement: impairments and management contract buyouts. Impairments are related to the writeoff of the management contract once the terms of the contract termination are reached. The management contract buyout expense is related to the consideration paid for the termination of the contract.

As previously disclosed, for analytical purposes, we are excluding management contract buyout expenses from adjusted EBITDA and cash earnings. We have recognized a change in the estimated acquisition earn out payable in the quarter of $2.4 million, related to an increase in the fair value of the expected payout for an acquisition that occurred in a prior period.

At this time, we expect the contingent consideration payments for the year to be approximately $9 million in the third quarter and up to $1 million in the fourth quarter of 2012. These payments will impact both operating cash flow and financing activities for the year.

We continue to allocate capital toward acquisitions and our stock buyback. For the second quarter, we used $10.1 million for acquisitions. In February 2012, we announced the board’s authorization for a $50 million share buyback program. Starting in May, and during the second quarter of 2012, NFP repurchased over 460,000 shares at a weighted average cost of $13.13 per share. As of June 30, 2012, the remaining outstanding share repurchase authorization was $43.9 million.

I’d now like to open the line to questions.

Question-and-Answer Session

Operator

[Operator instructions.] Your first question comes from the line of Matt Rohrmann, representing KBW. Please proceed.

Matt Rohrmann - KBW

One quick numbers question for Donna. On the reimbursements, any guess on how those will flow third quarter versus fourth quarter?

Donna Blank

It’s pretty much spread throughout the third and fourth quarter.

Matt Rohrmann - KBW

And is it expected to be fairly close to that $13 million?

Donna Blank

They’re expenses that will be largely reimbursed during the second half of the year.

Matt Rohrmann - KBW

And I guess onto more important things, great to see P&C continue to grow as a percentage of the business within CCG. Looking at CCG’s performance relative to the other brokers P&C has reported so far, the results look great. Some of the other companies were fairly aggressive in acquiring businesses this past quarter. Could you talk about your pipeline there?

Doug Hammond

I think generally speaking, the pipeline is good. We’re just going through carefully analyzing the deals. On the P&C side, we’ve got some real nice prospects that complement our existing business quite nicely. So we’re pleased with the opportunities there.

Matt Rohrmann - KBW

I know the buyback started at kind of a midpoint in the quarter, is it fair to see we’ll see somewhat of an acceleration in the back half of the year?

Donna Blank

Well, remember, the buyback is constrained with the $50 million on a rolling four quarter basis, and I think that number stands at around $47 million for the four quarters trailing through June 30. We never project exactly when or how much is going to happen in terms of the share buybacks, and we’ll keep you updated as they happen.

Matt Rohrmann - KBW

And then just lastly, great color on the Fusion acquisition. Any thoughts on the top line impact for that in 2013?

Doug Hammond

If you take a look at the press release, there’s no top line impact, because remember, 100% of the revenue from Fusion had always run through ASG. So the benefit is really a margin spent on reducing some of the payouts of some of the other cost benefits associated with integrating the business.

Matt Rohrmann - KBW

So no organic growth estimate for that segment going forward? It’s all one and the same that falls under the general outlook?

Doug Hammond

Based on the Fusion acquisition, yes.

Operator

And your next question comes from the line of Mark Finkelstein representing Evercore Partners. Please proceed.

Mark Finkelstein - Evercore Partners

On CCG margins first half of the year, they were a lot better, I think, than what you guided to earlier in the year. And I guess what I’m curious about is what drove the upside in margins? Was it purely the revenue side, meaning some of the profit commissions that you’ve seen, particularly on the healthcare side of the business? Or was there anything else expense-related that drove it?

Doug Hammond

Well, I think the underlying performance we kind of said was about 5% in each of the first two quarters, which is above our expectations. So there was some lift in margin based on the core business and leveraging corporate operating expenses. But there was certainly a decent component of it that was tied to the unanticipated increases in some of those profit participation bonuses, which we saw in both the first and second quarters.

Mark Finkelstein - Evercore Partners

And the 4% organic in CCG, the original guidance for the year was 3-4%. First half of the year was obviously materially better than expected. You’re now guiding to the 4%, so the higher end of the range. I guess what I’m asking is, has there been any change in your growth outlook in the back half of the year? I know you’re talking about zero percent third quarter, but I’m also interested in fourth quarter. The implied growth is fairly low, even when you look out to the fourth quarter. So I’m just curious if there’s any changes in your outlook.

Doug Hammond

No. We’re just looking at the business, and it’s sort of as we planned it. No material changes to the outlook for the remainder of the year. [unintelligible] that the third quarter is based on certain anomalies of the comparison year over year. We expect relatively flat growth.

Mark Finkelstein - Evercore Partners

The $50 million authorization, is there anything that you see in the business that would - whether it’s M&A related or what have you - that would change your view on deploying the $50 million on buyback over the next four quarters?

Donna Blank

From what we know today, we are exercising the authorization. Things could always change, but for now we’re just on track with it.

Mark Finkelstein - Evercore Partners

So from what you’re seeing today, the $50 million is a good number?

Donna Blank

Yep.

Mark Finkelstein - Evercore Partners

And then looking at cash on the balance sheet, around $90 million roughly. I’m just curious, how much of that do you consider to be deployable on M&A or other activities? I know you keep some cash to support the [BD]. I know you probably want to keep the margins there. I’m just curious how to think about that $90 million in cash on the balance sheet.

Donna Blank

We’ve always talked about $50-60 million encumbered as it relates to both the broker-dealer capital requirements as well as working capital needs. So that number stands.

Mark Finkelstein - Evercore Partners

Okay, so $30-40 million of cash would be a number that you would consider to be deployable?

Donna Blank

That’s right.

Mark Finkelstein - Evercore Partners

And then I guess just finally, on this legal settlement, what you had in the Q was, I want to say $8.5 million of payout. I can’t recall exactly what you said the payout was. I assume this is all related to the security life situation. But it looks like it was $8.5 million is within the Q. Did that number go up for some reason?

Donna Blank

No, as I said in my remarks, it’s the legal settlement as well as other expenses. So that number is the same.

Mark Finkelstein - Evercore Partners

Do we have to worry? I know you put up a half a million dollar provision against uncollectable accounts, but is there any reason to think the $5.5 million that you should be collecting net of your provision, or even the full $6 million, is there any risk to that $6 million from what you see today?

Donna Blank

At this point, no.

Mark Finkelstein - Evercore Partners

And are these all owned firms that are essentially the counterparties that you’re collecting from?

Donna Blank

It’s a range of different counterparties.

Operator

Your next question comes from the line of [unintelligible], representing UBS. Please proceed.

[unintelligible] - UBS

I was just kind of going back to the acquisition part. So for the second quarter, the amount of acquisition was $10.1 million. Does that include the management contract buyout for the quarter?

Donna Blank

The $65.5 million that I gave you includes everything year to date.

[unintelligible] - UBS

But the $10.1 million for the quarter?

Donna Blank

No, it doesn’t.

[unintelligible] - UBS

Okay, that’s only for acquisitions.

Donna Blank

That’s right.

[unintelligible] - UBS

And then looking at the management contract buyout, so it’s been $7.5 million year to date, and comparing that to the $20 million, it seems to be a little on the light side. Do you expect that to accelerate in the remainder of the year? And also, if you don’t spend the full $20 million, would you allocate some of the money back for actual acquisitions?

Donna Blank

Yeah, I think part of the reason that I structured my comments the way I did was that we did want to highlight the fact that there were two kind of unique transactions that we did this year, both Fusion and Nemco, where we have this longstanding relationship, could take advantage of it, and acquire them this year. But we will continue to work on the management contract buyouts as well as pursue opportunities on the property and casualty side.

[unintelligible] - UBS

And then now more of a numbers question. I’m looking at the advisor services group, non-compensation expenses, the percentage of revenue that popped up in the quarter, and I think you mentioned that there’s something related to adjustments in the quarter. How long should we continue to see that elevated expense to go forward? Or is it more of a one-time thing?

Donna Blank

We’re focused on the margins of ASG, and obviously there are going to be some expenses associated with building the business. But with the margins staying at a good level, and projected to be around 5% for the year, we’re comfortable with where the expenses levels are.

[unintelligible] - UBS

And then last question, I hate to kind of beat a dead horse, but looking at CCG organic growth, so full year stayed at 4%. So third quarter is going to be flat, and fourth quarter it’s going to be materially [unintelligible] the first two quarters. What is the reason for that slowdown? Is it just [unintelligible]? Or is there something more symptomatic going on?

Doug Hammond

I didn’t catch the last word you used, but there’s nothing that changes our general outlook for the year. The big difference in terms of the organic revenue growth trends is really stemming from some of the higher than expected payouts on some of these profit contingencies in the first and second quarter. So the rest of it’s just how we’re budgeting for the year, and how we understand the businesses should perform relative to their opportunity. So nothing systemic, no systemic changes. Just what our expectations are for the remainder of the year.

Operator

[Operator instructions.] Your next question comes from the line of Seth [Wye], representing Bank of America Merrill Lynch. Please proceed.

Seth [Wye] - Bank of America Merrill Lynch

Just a capital question on ASG. The new 5% margin guidance, does that get any benefit from the Fusion acquisition? Or does the margin expansion not happen until 2013? And then similarly, the 75-100 basis points margin expansion, is that off this new 5% base, or the older, 4.5-5% range?

Doug Hammond

We talked about it on the Fusion acquisitions. We’ve got a bit of work to do around the integration of that business, so the benefit we’re really talking about is the benefit in 2013. Not in 2012. Relative to the improvements on the margins, we haven’t given specific guidance into next year, but we would imagine over the 5% for this year is a good starting place. But we can clarify that toward the end of the year.

Seth [Wye] - Bank of America Merrill Lynch

And just one question on the tax rate. I know you don’t go out into 2013, but are you expecting to see favorable tax rate continue? Or should we think about more of a reversion to that 42% normalized range?

Donna Blank

I think you should think about it for 2012 only. And we’ll give more guidance on 2013 as the year closes out.

Seth [Wye] - Bank of America Merrill Lynch

And just one more, a broad one on the ICG, which I know you’re not giving any guidance on. But in terms of thinking of when that uncertainty lifts, there’s many pressures on the business, but should we think about all the pressures beginning to lift? Like the estate tax resolution becoming more clear, low rates increasing? Or if the estate tax becomes more clear, is that something that will then trigger you to maybe have a better understanding of the path of that business?

Doug Hammond

I think without a higher volume of transactions that help us get it set for the market trend, it’s very difficult irrespective of what occurs in the marketplace, relative to estate taxes or interest rates, or product stability, to give a sense of where we think the business is going to go. So all of those factors are compounding the uncertainty around the future in that market. Lifting any one of them can certainly help clarify things for clients, and would hopefully increase the volume of transactions.

When we see that volume increasing, we can give a better sense of it, but as we’ve said before, what occurred this quarter is really no different than what occurred last quarter. We saw some very large transactions closing that moved the needle, that had been sort of in the stable for a long time, and sort of finally came through. Those long sales cycles, and the difficulty around product choice and product placement still are the realities of the market that we’re working in. And so we achieved sort of broader-based volume of business. It’s difficult to predict where that business is going to go, because it’s just so lumpy.

Operator

At this time, I would like to turn the call back over to Ms. Jessica Bibliowicz for closing remarks.

Jessica Bibliowicz

Thank you all very much for your attention. We hope you have a great day and a good rest of the summer, and we’ll continue to work very hard here at NFP. So thank you all very much. We look forward to speaking with you.

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