Revenues for the fourth quarter of 2020 under
Revenues for the twelve months ended
Reconciliation of Commissions and Fees
to Organic Revenue
Three and Twelve Months Ended
(in millions, unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||
Commissions and fees | $ | 640.0 | $ | 577.0 | $ | 2,606.1 | $ | 2,384.7 | |||||||
Profit-sharing contingent commissions | (14.6 | ) | (17.7 | ) | (70.9 | ) | (59.2 | ) | |||||||
Guaranteed supplemental commissions | (3.6 | ) | (2.1 | ) | (16.2 | ) | (23.1 | ) | |||||||
Core commissions and fees | $ | 621.8 | $ | 557.2 | $ | 2,519.0 | $ | 2,302.4 | |||||||
Acquisitions | (40.4 | ) | — | (141.1 | ) | — | |||||||||
Dispositions | — | (2.1 | ) | — | (12.1 | ) | |||||||||
Organic Revenue | $ | 581.4 | $ | 555.1 | $ | 2,377.9 | $ | 2,290.3 | |||||||
Organic Revenue growth | $ | 26.3 | $ | 87.6 | |||||||||||
Organic Revenue growth % | 4.7 | % | 3.8 | % |
(1) "Organic Revenue," a non-GAAP measure, is defined as commissions and fees less (i) the first twelve months of commission and fee revenues generated from acquisitions, less (ii) profit-sharing contingent commissions (revenues from insurance companies based upon the volume and the growth and/or profitability of the business placed with such companies during the prior year - "contingents"), less (iii) guaranteed supplemental commissions (commissions from insurance companies based solely upon the volume of the business placed with such companies during the current year - "GSCs"), and less (iv) divested business (net commissions and fees generated from offices and books of business sold by the Company) with the associated revenue removed from the corresponding period of the prior year. Organic Revenue can be expressed as a dollar amount or a percentage rate when describing Organic Revenue growth. We view Organic Revenue and Organic Revenue growth as important indicators when assessing and evaluating our performance on a consolidated basis and for each of our segments, because it allows us to determine a comparable, but non-GAAP, measurement of revenue growth that is associated with the revenue sources that were a part of our business in both the current and prior year and that are expected to continue in the future.
Reconciliation of Diluted Net Income Per Share to
Diluted Net Income Per Share - Adjusted
Three and Twelve Months Ended
(unaudited)
Three Months Ended | Change | Twelve Months Ended | Change | ||||||||||||||||||||||||||||
$ | % | $ | % | ||||||||||||||||||||||||||||
Diluted net income per share | $ | 0.34 | $ | 0.27 | $ | 0.07 | 25.9 | % | $ | 1.69 | $ | 1.40 | $ | 0.29 | 20.7 | % | |||||||||||||||
Change in estimated acquisition earn-out payables | (0.02 | ) | 0.01 | (0.03 | ) | (0.02 | ) | — | (0.02 | ) | |||||||||||||||||||||
Diluted Net Income Per Share - Adjusted | $ | 0.32 | $ | 0.28 | $ | 0.04 | 14.3 | % | $ | 1.67 | $ | 1.40 | $ | 0.27 | 19.3 | % |
(2) "Diluted Net Income Per Share - Adjusted," a non-GAAP measure, is defined as diluted net income per share, excluding the change in estimated acquisition earn-out payables. We believe Diluted Net Income Per Share - Adjusted provides a meaningful representation of our operating performance and improves the comparability of our results between periods by excluding the impact of the change in estimated acquisition earn-out payables and certain other non-recurring or infrequently occurring items that have a high degree of variability from period-to-period and that we believe are not indicative of the Company’s ongoing performance.
Income before income taxes for the fourth quarter of 2020 was
In order to provide a better understanding of our business, we evaluate EBITDAC(4) performance. We view EBITDAC and EBITDAC Margin(5) as important indicators when assessing and evaluating our performance, as they present more comparable, but non-GAAP, measurements of our operating margins in a meaningful and consistent manner. EBITDAC for the fourth quarter of 2020 was
Income before income taxes for twelve months ended
Reconciliation of Income Before Income Taxes to EBITDAC and
Income Before Income Taxes Margin to EBITDAC Margin
Three and Twelve Months Ended
(in millions, unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||
Income before income taxes | $ | 130.9 | $ | 102.0 | $ | 624.1 | $ | 525.9 | |||||||
Income Before Income Taxes Margin | 20.4 | % | 17.6 | % | 23.9 | % | 22.0 | % | |||||||
Amortization | 28.3 | 26.9 | 108.5 | 105.3 | |||||||||||
Depreciation | 7.5 | 5.9 | 26.3 | 23.4 | |||||||||||
Interest | 16.7 | 15.9 | 59.0 | 63.7 | |||||||||||
Change in estimated acquisition earn-out payables | (9.5 | ) | 5.5 | (4.5 | ) | (1.4 | ) | ||||||||
EBITDAC | 173.9 | 156.2 | 813.4 | 716.9 | |||||||||||
EBITDAC Margin | 27.1 | % | 27.0 | % | 31.1 | % | 30.0 | % |
(3) "Income Before Income Taxes Margin" is defined as income before income taxes divided by total revenues.
(4) "EBITDAC," a non-GAAP measure, is defined as income before interest, income taxes, depreciation, amortization and the change in estimated acquisition earn-out payables.
(5) "EBITDAC Margin," a non-GAAP measure, is defined as EBITDAC divided by total revenues.
Consolidated Statements of Income
(in millions, except per share data; unaudited)
Three Months Ended | Twelve Months Ended | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
REVENUES | |||||||||||||||
Commissions and fees | $ | 640.0 | $ | 577.0 | $ | 2,606.1 | $ | 2,384.7 | |||||||
Investment income | 1.0 | 1.5 | 2.8 | 5.8 | |||||||||||
Other income, net | 1.1 | 0.5 | 4.5 | 1.7 | |||||||||||
Total revenues | 642.1 | 579.0 | 2,613.4 | 2,392.2 | |||||||||||
EXPENSES | |||||||||||||||
Employee compensation and benefits | 377.4 | 334.6 | 1,436.4 | 1,308.2 | |||||||||||
Other operating expenses | 91.9 | 93.9 | 366.0 | 377.1 | |||||||||||
(Gain) on disposal | (1.1 | ) | (5.7 | ) | (2.4 | ) | (10.0 | ) | |||||||
Amortization | 28.3 | 26.9 | 108.5 | 105.3 | |||||||||||
Depreciation | 7.5 | 5.9 | 26.3 | 23.4 | |||||||||||
Interest | 16.7 | 15.9 | 59.0 | 63.7 | |||||||||||
Change in estimated acquisition earn-out payables | (9.5 | ) | 5.5 | (4.5 | ) | (1.4 | ) | ||||||||
Total expenses | 511.2 | 477.0 | 1,989.3 | 1,866.3 | |||||||||||
Income before income taxes | 130.9 | 102.0 | 624.1 | 525.9 | |||||||||||
Income taxes | 33.6 | 25.5 | 143.6 | 127.4 | |||||||||||
Net income | $ | 97.3 | $ | 76.5 | $ | 480.5 | $ | 398.5 | |||||||
Net income per share: | |||||||||||||||
Basic | $ | 0.34 | $ | 0.27 | $ | 1.70 | $ | 1.42 | |||||||
Diluted | $ | 0.34 | $ | 0.27 | $ | 1.69 | $ | 1.40 | |||||||
Weighted average number of shares outstanding - in thousands: | |||||||||||||||
Basic | 275,914 | 272,607 | 274,334 | 272,471 | |||||||||||
Diluted | 277,398 | 274,814 | 275,867 | 274,616 | |||||||||||
Dividends declared per share | $ | 0.093 | $ | 0.085 | $ | 0.348 | $ | 0.325 | |||||||
Consolidated Balance Sheets
(in millions, except per share data, unaudited)
2020 | 2019 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 817.4 | $ | 542.2 | |||
Restricted cash and investments | 454.5 | 420.8 | |||||
Short-term investments | 18.3 | 12.3 | |||||
Premiums, commissions and fees receivable | 1,099.2 | 942.9 | |||||
Reinsurance recoverable | 43.5 | 58.5 | |||||
Prepaid reinsurance premiums | 377.6 | 366.0 | |||||
Other current assets | 147.7 | 152.1 | |||||
Total current assets | 2,958.2 | 2,494.8 | |||||
Fixed assets, net | 201.1 | 148.6 | |||||
Operating lease assets | 187.0 | 184.3 | |||||
4,395.9 | 3,746.1 | ||||||
Amortizable intangible assets, net | 1,049.7 | 916.8 | |||||
Investments | 25.0 | 27.4 | |||||
Other assets | 149.6 | 104.8 | |||||
Total assets | $ | 8,966.5 | $ | 7,622.8 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Premiums payable to insurance companies | $ | 1,198.5 | $ | 1,014.3 | |||
Losses and loss adjustment reserve | 43.5 | 58.5 | |||||
Unearned premiums | 377.6 | 366.0 | |||||
Premium deposits and credits due customers | 102.5 | 113.8 | |||||
Accounts payable | 190.5 | 100.0 | |||||
Accrued expenses and other liabilities | 371.8 | 337.7 | |||||
Current portion of long-term debt | 70.0 | 55.0 | |||||
Total current liabilities | 2,354.4 | 2,045.3 | |||||
Long-term debt | 2,025.9 | 1,500.3 | |||||
Operating lease liabilities | 172.9 | 167.9 | |||||
Deferred income taxes, net | 344.2 | 328.3 | |||||
Other liabilities | 314.9 | 230.7 | |||||
Shareholders’ equity: | |||||||
Common stock, par value |
30.0 | 29.7 | |||||
Additional paid-in capital | 794.9 | 716.0 | |||||
(591.3 | ) | (536.2 | ) | ||||
Retained earnings | 3,520.6 | 3,140.8 | |||||
Total shareholders’ equity | 3,754.2 | 3,350.3 | |||||
Total liabilities and shareholders’ equity | $ | 8,966.5 | $ | 7,622.8 | |||
Consolidated Statements of Cash Flows
(in millions, unaudited)
Twelve Months Ended |
|||||||
2020 | 2019 | ||||||
Cash flows from operating activities: | |||||||
Net income | $ | 480.5 | $ | 398.5 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Amortization | 108.5 | 105.3 | |||||
Depreciation | 26.3 | 23.4 | |||||
Non-cash stock-based compensation | 59.7 | 47.0 | |||||
Change in estimated acquisition earn-out payables | (4.5 | ) | (1.4 | ) | |||
Deferred income taxes | 15.9 | 12.3 | |||||
Amortization of debt discount and disposal of deferred financing costs | 2.3 | 2.1 | |||||
Net (gain)/loss on sales of investments, fixed assets and customer accounts | (0.8 | ) | (9.6 | ) | |||
Payments on acquisition earn-outs in excess of original estimated payables | (4.5 | ) | (0.4 | ) | |||
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: | |||||||
Premiums, commissions and fees receivable (increase)/decrease | (135.4 | ) | (86.8 | ) | |||
Reinsurance recoverables (increase)/decrease | 15.0 | 6.9 | |||||
Prepaid reinsurance premiums (increase)/decrease | (11.6 | ) | (28.1 | ) | |||
Other assets (increase)/decrease | (42.7 | ) | (46.5 | ) | |||
Premiums payable to insurance companies increase/(decrease) | 158.8 | 148.7 | |||||
Premium deposits and credits due customers increase/(decrease) | (12.9 | ) | 7.8 | ||||
Losses and loss adjustment reserve increase/(decrease) | (15.0 | ) | (6.7 | ) | |||
Unearned premiums increase/(decrease) | 11.6 | 28.1 | |||||
Accounts payable increase/(decrease) | 107.8 | 17.9 | |||||
Accrued expenses and other liabilities increase/(decrease) | 34.7 | 43.3 | |||||
Other liabilities increase/(decrease) | (72.1 | ) | 16.4 | ||||
Net cash provided by operating activities | 721.6 | 678.2 | |||||
Cash flows from investing activities: | |||||||
Additions to fixed assets | (70.7 | ) | (73.1 | ) | |||
Payments for businesses acquired, net of cash acquired | (694.8 | ) | (353.0 | ) | |||
Proceeds from sales of fixed assets and customer accounts | 9.6 | 21.6 | |||||
Purchases of investments | (14.2 | ) | (17.5 | ) | |||
Proceeds from sales of investments | 11.0 | 8.4 | |||||
Net cash used in investing activities | (759.1 | ) | (413.6 | ) | |||
Cash flows from financing activities: | |||||||
Payments on acquisition earn-outs | (25.0 | ) | (9.6 | ) | |||
Proceeds from long-term debt | 700.0 | 350.0 | |||||
Payments on long-term debt | (55.0 | ) | (50.0 | ) | |||
Deferred debt issuance costs | (6.7 | ) | (3.7 | ) | |||
Borrowings on revolving credit facilities | 250.0 | 100.0 | |||||
Payments on revolving credit facilities | (350.0 | ) | (350.0 | ) | |||
Issuances of common stock for employee stock benefit plans | 30.1 | 25.0 | |||||
Repurchase shares to fund tax withholdings for non-cash stock-based compensation | (41.3 | ) | (10.9 | ) | |||
Purchase of treasury stock | (55.1 | ) | (58.7 | ) | |||
Settlement of accelerated share repurchase program | — | 20.0 | |||||
Cash dividends paid | (100.6 | ) | (91.3 | ) | |||
Net cash provided by/(used in) financing activities | 346.4 | (79.2 | ) | ||||
Net increase in cash and cash equivalents inclusive of restricted cash | 308.9 | 185.4 | |||||
Cash and cash equivalents inclusive of restricted cash at beginning of period | 963.0 | 777.6 | |||||
Cash and cash equivalents inclusive of restricted cash at end of period | $ | 1,271.9 | $ | 963.0 |
Conference call, webcast and slide presentation
A conference call to discuss the results of the fourth quarter and full year of 2020 will be held on
About Brown & Brown
Forward-looking statements
This press release may contain certain statements relating to future results which are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include those relating to the Company's anticipated financial results for the fourth quarter and full year of 2020 and the potential effects of the COVID-19 pandemic (“COVID-19”) on the Company’s business, operations, financial performance and prospects. These statements are not historical facts, but instead represent only the Company's current belief regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company's control. It is possible that the Company's actual results, financial condition and achievements may differ, possibly materially, from the anticipated results, financial condition and achievements contemplated by these forward-looking statements. Further, statements about the effects of COVID-19 on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of COVID-19, actions taken by governmental authorities in response to COVID-19, and the direct and indirect impact of COVID-19 on our customers, insurance carriers, third parties and us. These risks and uncertainties include, but are not limited to, COVID-19 and the resulting governmental and societal responses, the severity and duration of COVID-19, and the resulting impact on the
Non-GAAP supplemental financial information
This press release contains references to the following non-GAAP financial measures as defined in Regulation G of
Reconciliations of these supplemental non-GAAP financial information to the Company's GAAP information are contained in this earnings release. These measures are not in accordance with, or an alternative to the GAAP information provided in the Company's condensed consolidated financial statements. We present such non-GAAP supplemental financial information because we believe such information is of interest to the investment community and because we believe it provides additional meaningful methods of evaluating certain aspects of the Company's operating performance from period to period on a basis that may not be otherwise apparent on a GAAP basis. We believe these non-GAAP measures improve the comparability of results between periods by excluding the impact of certain items that have a high degree of variability. We believe that Organic Revenue provides a meaningful representation of the Company's operating performance; the Company has historically viewed Organic Revenue growth as an important indicator when assessing and evaluating the performance of its four segments. We believe Diluted Net Income Per Share - Adjusted provides a meaningful representation of our operating performance and improves the comparability of our results between periods by excluding the impact of the change in estimated acquisition earn-out payables and certain other non-recurring or infrequently occurring items that have a high degree of variability from period-to-period and that we believe are not indicative of the Company's ongoing performance. We view EBITDAC and EBITDAC Margin as important indicators when assessing and evaluating our performance, as they present more comparable measurements of our operating margins in a meaningful and consistent manner. As disclosed in our most recent proxy statement, we use Organic Revenue and EBITDAC Margin for incentive compensation determinations for executive officers and other key employees.
Our industry peers may provide similar supplemental non-GAAP information with respect to one or more of these measures, although they may not use the same or comparable terminology and may not make identical adjustments. This supplemental non-GAAP financial information should be considered in addition to, and not in lieu of, the Company's condensed consolidated financial statements.
Chief Financial Officer
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Source: Brown & Brown, Inc.