UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 10, 2003

 

BROWN & BROWN, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida

0-7201

59-0864469

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

 

Identification No.)

 

220 South Ridgewood Avenue, Florida 32114

(Address of principal executive offices)    (Zip Code)

 

Registrant's telephone number, including area code:     (386) 252-9601                                                

 

N/A

(Former name or former address, if changed since last report)

 

 


Item 7.           Financial Statements, Pro Forma Financial Information and Exhibits.

 

The following exhibit is furnished herewith pursuant to Items 9 and 12 of this Report and shall not be deemed to be "filed" for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

            (c)        Exhibits.

                        99        Press Release issued April 10, 2003.

Item 9.            Regulation FD Disclosure and Item 12. Disclosure of Results of Operations and Financial Condition.

 

            On April 10, 2003, Brown & Brown, Inc., a Florida corporation, issued a press release relating to the Company's earnings for the first quarter of fiscal year 2003.  A copy of the press release is furnished as part of this report pursuant to Items 9 and 12 of this Form 8-K.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                          BROWN & BROWN, INC.

                                          (Registrant)

                                              By: /s/ Cory T. Walker           

                                                Cory T. Walker, Chief Financial Officer

Date: April 10, 2003

 

     [BROWN & BROWN LOGO]

 

  News Release

 

April 10, 2003                                                                          Cory T. Walker

                                                                                                            Chief Financial Officer

                                                                                                             (386) 239-7250

 

 

 

BROWN & BROWN, INC.

ANNOUNCES A 51% INCREASE IN FIRST QUARTER EARNINGS

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced a new record for its earnings in the first quarter.

 

Net income per share for the quarter ended March 31, 2003 was $0.44, an increase of 41.9% over the $0.31 in net income per share reported for the quarter ended March 31, 2002.  Net income rose to $30,536,000 for the first quarter of 2003, versus net income of $20,162,000 for the quarter ended March 31, 2002, an increase of 51.5%.

 

Total revenue for the quarter ended March 31, 2003 was up 30.4%, to $144,736,000, compared with $111,035,000 recorded in the corresponding quarter in 2002. Our revenue increase was enhanced by an 83% increase in the contingent commissions earned in the first quarter of 2003 over the similar revenues earned in the corresponding quarter of 2002.

 

J. Hyatt Brown, Chairman and CEO, commented, "We had a gangbuster quarter.  Every facet of our proven operating model generated positive results; not only did we experience good internal growth, along with very effective and profitable acquisition activity, but also the strong relationships that we have forged with our insurance company partners enhanced both our revenues and earnings."

 

Jim W. Henderson, President and Chief Operating Officer added, "We completed seven very fine acquisitions during the quarter, with $23.7 million in annualized revenues.  Notable among these is the premier agency, MFC&V, in Santa Barbara, California, The Coleman Agency in San Antonio, Texas, and Saville & Associates, Inc., of Atlanta, Georgia that further enhances our role as a leader in serving the insurance needs of small to medium sized governmental entities. We also purchased the remaining 25% interest in our FIU subsidiary."

 

Brown & Brown, Inc. and its subsidiaries provide a broad range of insurance and reinsurance products and services, as well as risk management, employee benefit administration, and managed health care services through offices located across the United States. The company is ranked by Business Insurance magazine as the nation's sixth largest independent insurance intermediary organization. Our Web address is www.bbinsurance.com. 

 

 

This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead represent only the Company's 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 and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated   in   these   forward-looking   statements.   Further   information   concerning   the

Company and its business, including factors that potentially could materially affect the Company's financial results, are contained in the Company's filings with the Securities and Exchange Commission. Some factors include: general economic conditions around the country; downward commercial property and casualty premium pressures; the competitive environment; the integration of the Company's operations with those of businesses or assets the Company has acquired or may acquire in the future and the failure to realize the expected benefits of such integration; and the potential occurrence of a disaster that affects certain areas of the States of Arizona, California, Florida and/or New York, where significant portions of the Company's business are concentrated.  All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware. 

 

This press release includes an Internal Growth Schedule that may contain references to non-GAAP (generally accepted accounting principles) financial measures as defined in new SEC Regulation G.  Consistent with Regulation G, a reconciliation of this financial information to our GAAP information follows the Internal Growth Schedule.  As explained in the Reconciliation, the Internal Growth Schedule shows period-to-period performance of certain aspects of our business, excluding contingent commissions and commissions and fees generated from divested business, as well as an adjustment for a one-time upfront payment of commissions in 2002.

 

The information in this press release that may contain non-GAAP financial measures as defined in Regulation G is included in the press release because we believe such information is of interest to the investment community because it provides additional methods of evaluating certain aspects of the Company's performance from period-to-period on a basis that may not otherwise be apparent on a GAAP basis.  The Internal Growth Schedule should be viewed in addition to, and not in lieu of, the Company's reported Consolidated Statements of Income for the Three Months ended March 31, 2003 and 2002.

 

# # # # #

 


 

Brown & Brown, Inc.

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31, 2003 and 2002

(In thousands, except per share data)

(unaudited)

 

 

2003

2002

REVENUES

 

 

Commissions and fees

$144,252

$110,826

Investment income

333

355

Other income (loss), net

        151

      (146)

    Total revenues

  144,736

  111,035

 

 

 

EXPENSES

 

 

Employee compensation and benefits

68,241

55,400

Non-cash stock grant compensation

       817 

        777

Other operating expenses

19,406

14,927

Amortization

4,337

3,269

Depreciation

1,927

1,715

Interest

    1,007

     1,236

      Total expenses

  95,735

   77,324

 

 

 

Income before income taxes and minority interest

49,001

33,711

 

 

 

Income taxes

18,465

12,979

 

 

 

Minority interest, net of income tax

             -

        570

 

 

 

Net income

$ 30,536

$ 20,162

 

 

 

Net income per share:

 

 

  Basic

$0.45

$0.31

  Diluted

$0.44

$0.31

 

 

 

Weighted average number of shares outstanding:

 

 

  Basic

68,173

64,300

  Diluted

68,931

65,158

 

 

 

 

-3-


Brown & Brown, Inc.

Internal Growth Schedule

Core Commissions and Fees(1)

Three Months Ended March 31, 2003

  (In thousands)

(unaudited)

 

 

Quarter

Ended

3/31/03

Quarter

Ended

3/31/02

Total

Net

Change

Total

Net

Growth %

Less

Acquisition

Revenues

Internal

Net

Growth %

 

 

 

 

 

 

 

Florida Retail

$ 32,581

$29,575

$ 3,006

  10.2%

$      292

      9.2%

National Retail

36,625

27,980

8,645

  30.9%

    7,057

        5.7%

Western Retail

    22,807

   16,817

    5,990

  35.6%

    4,609

      8.2%

     Total Retail

    92,013

   74,372

  17,641

  23.7%

  11,958

        7.6%

 

 

 

 

 

 

 

Professional Programs

9,867

3,889

5,978

153.7%

    5,828

      3.9%

Special Programs

      9,768

    8,093

    1,675

  20.7%

         62

  19.9%

     Total Programs

    19,635

  11,982

    7,653

  63.9%

    5,890

  14.7%

 

 

 

 

 

 

 

Brokerage

7,212

3,891

3,321

  85.4%

    1,438

  48.4%

 

 

 

 

 

 

 

TPA Services

      7,219

    6,646

       573

    8.6%

           -

    8.6%

 

 

 

 

 

 

 

Total Core Commissions

    and Fees (1)

 

$126,079

 

$96,891

 

$29,188

 

  30.1%

 

$19,286

 

10.2%

 

Reconciliation of Internal Growth Schedule

toTotal Commissions and Fees

Included in the Consolidated Statements of Income

forthe Three Months Ended March 31, 2003 and 2002

 

 

Quarter

Ended

3/31/03

Quarter

Ended

3/31/02

 

 

 

 

Total core commissions and

  fees(1)

 

$126,079

 

$96,891

 

 

 

 


Contingent commissions

 

18,173

 

9,933

 

 

 

 

Adjustment for upfront annual

  commissions (2)

 

-

 

1,475

 

 

 

 

Divested business in 2001

-

57

 

 

 

 

Divested business in 2002

              -

      2,470

 

 

 

 

 

 

 

 

 

 

 

Total Commission & Fees

$144,252

$110,826

 

 

 

 

 

Total core commissions and fees are our total commissions and fees less (i) contingent commissions (revenue derived from special revenue-sharing commissions from insurance companies based upon the volume and the growth and/or profitability of the business placed with such companies during the prior year), (ii) adjustment for upfront annual commissions (explained below), and (iii) divested business (commissions and fees generated from offices, books of business or niches sold by the Company or terminated).

Commissions from a Florida-based workers' compensation carrier that changed its agency commission payment policy from paying on a monthly basis to paying on an up-front annual basis only for year 2002.  Beginning January 1, 2003, this carrier reverted back to paying commissions on a monthly basis.

-4-

 

Brown & Brown, Inc.

CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

March 31

December 31

 

2003

2002

 

(Unaudited)

 

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$49,835

$91,247

  Restricted cash

116,724

79,796

  Short-term investments

1,931

446

  Premiums, commissions and fees receivable

132,808

144,244

  Other current assets

    16,040

    16,527

    Total current assets

317,338

332,260

 

 

 

Fixed assets, net

25,384

             24,730

Goodwill, net

201,705

176,269

Other intangible assets, net

232,852

203,984

Investments

8,267

8,585

Deferred income taxes, net

1,972

1,788

Other assets

      6,517

      6,733

    Total assets

$794,035

$754,349

 

 

 

LIABILITIES

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$201,001

$191,682

  Premium deposits and credits due customers

15,931

16,723

  Accounts payable

34,455

15,393

  Accrued expenses

39,506

46,586

  Current portion of long-term debt

    27,348

    27,334

    Total current liabilities

318,241

297,718

 

 

 

Long-term debt

53,324

57,585

 

 

 

Other liabilities

5,854

5,604

 

 

 

Minority Interest

-

1,852

 

 

 

SHAREHOLDERS' EQUITY

 

 

Common stock, par value $0.10 per share;

   authorized 140,000 shares;  issued and

   outstanding, 68,084 at 2003 and 68,178 at 2002

 

 

6,808

 

 

6,818

Additional paid-in capital

158,170

159,564

Retained earnings

249,718

223,102

Accumulated other comprehensive income

        1,920

        2,106

 

 

 

    Total shareholders' equity

  416,616

  391,590

 

 

 

Total liabilities and shareholders' equity

$794,035

$754,349

 

 

 

-5-