UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the |
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Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): April 14, 2004 |
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BROWN & BROWN, INC. |
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(Exact name of registrant as specified in its charter) |
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Florida |
0-7201 |
59-0864469 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
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Identification No.) |
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220 South Ridgewood Avenue, Florida 32114 |
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(Address of principal executive offices) (Zip Code) |
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Registrant's telephone number, including area code: (386) 252-9601 |
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N/A |
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(Former name or former address, if changed since last report) |
Item 12. |
Results of Operations and Financial Condition. |
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On April 14, 2004, Brown & Brown, Inc. issued a press release announcing its results of operations for the first quarter ended March 31, 2004. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. |
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The information furnished herewith pursuant to Item 12 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. |
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SIGNATURES |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. |
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BROWN & BROWN, INC.
(Registrant)
By: /S/ CORY T. WALKER
Cory T. Walker, Chief Financial Officer
Date: April 14, 2004
News Release
Cory
T. Walker
April 14,
2004 Chief
Financial Officer
(386)
239-7250
BROWN & BROWN, INC.
ANNOUNCES A 20% INCREASE IN FIRST QUARTER EARNINGS PER SHARE
(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced a new record for its earnings per share in the first quarter.
Net income per share for the quarter ended March 31, 2004 was $0.53, an increase of 20.5% over the $0.44 in net income per share reported for the quarter ended March 31, 2003. Net income rose to $36,348,000 for the first quarter of 2004, versus net income of
$30,536,000 for the quarter ended March 31, 2003, an increase of 19.0%.
Total revenue for the quarter ended March 31, 2004 was up 14.4%, to $165,565,000, compared with $144,736,000 recorded in the corresponding quarter in 2003. This revenue increase was enhanced by a 41.8% increase in the contingent commissions earned in the first
quarter of 2004 over the similar revenues earned in the corresponding quarter of 2003.
J. Hyatt Brown, Chairman and CEO, commented, “Our results for this past quarter are very pleasing. A combination of reasonable internal growth and stronger acquisition activity allowed us to exceed our stated goal of 15% growth in earnings per share over
the corresponding quarter in each year. The Brown & Brown team continues its intense focus on providing quality sales and service to our many clients across the United States.”
Jim W. Henderson, President and Chief Operating Officer added, “So far in 2004, we have completed twelve acquisitions, representing sixteen entities with estimated annualized revenues of $52 million, which exceeds the amount of annualized revenues that we
acquired in the full year of 2003. More importantly, the early class of 2004 will operate, from day one, at a sustainable margin level generally expected from established Brown & Brown offices. We are also pleased with the activity in the acquisition
pipeline and the heightened level of interest, perhaps driven in part by market conditions. Additionally, consistent with prior years, purchasing agency assets with cash continues to be the most favorable financial approach for us, with agency pricing based on
sustainable earnings.”
Brown & Brown, Inc. and its subsidiaries offer a broad range of insurance and reinsurance products and services, as well as risk management, employee benefit administration, and managed health care programs. Providing service to business, public entity,
individual and trade and association clients nationwide, the Company is ranked by Business Insurance magazine as the United States’ sixth largest independent insurance intermediary. 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; the potential occurrence of a disaster that affects certain areas of the States of Arizona, California, Florida, New Jersey, New York and/or
Washington, where significant portions of the Company’s business are concentrated; the actual costs of resolution of contingent liabilities; and those factors relevant to Brown & Brown's consummation and integration of the announced acquisition, including
any matters analyzed in the due diligence process, material adverse changes in the customers of the company whose operations are being acquired, material adverse changes in the business and financial condition of either or both companies and their respective
customers, and substantial delay in the expected closing of the transaction. 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.
# # # # #
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Brown & Brown, Inc.
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 2004 and 2003
(in thousands, except per share data)
(unaudited)
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2004 |
2003 |
REVENUES |
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Commissions and fees |
$164,314 |
$144,252 |
Investment income |
688 |
333 |
Other income, net |
563 |
151 |
Total revenues |
165,565 |
144,736 |
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EXPENSES |
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Employee compensation and benefits |
76,282 |
68,241 |
Non-cash stock grant compensation |
845 |
817 |
Other operating expenses |
21,396 |
19,406 |
Amortization |
4,817 |
4,337 |
Depreciation |
2,154 |
1,927 |
Interest |
711 |
1,007 |
Total expenses |
106,205 |
95,735 |
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Income before income taxes |
59,360 |
49,001 |
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Income taxes |
23,012 |
18,465 |
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Net income |
$ 36,348 |
$ 30,536 |
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Net income per share: |
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Basic |
$0.53 |
$0.45 |
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Diluted |
$0.53 |
$0.44 |
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Weighted average number of shares outstanding: |
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Basic |
68,681 |
68,173 |
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Diluted |
69,207 |
68,931 |
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-3-
Brown & Brown, Inc.
INTERNAL GROWTH SCHEDULE
Core Commissions and Fees(1)
Three Months Ended March 31, 2004
(in thousands)
(unaudited)
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Quarter |
Quarter |
Total |
Total |
Less |
Internal |
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Ended |
Ended |
Net |
Net |
Acquisition |
Net |
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3/31/04 |
3/31/03 |
Change |
Growth % |
Revenues |
Growth % |
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Florida Retail |
$ 34,219 |
$ 31,633 |
$ 2,586 |
8.2% |
$ 150 |
7.7% |
National Retail |
41,004 |
35,795 |
5,209 |
14.6% |
6,312 |
(3.1)% |
Western Retail |
26,123 |
22,711 |
3,412 |
15.0% |
2,262 |
5.1% |
Total Retail |
101,346 |
90,139 |
11,207 |
12.4% |
8,724 |
2.8% |
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Professional Programs |
10,316 |
9,440 |
876 |
9.3% |
- |
9.3% |
Special Programs |
11,781 |
10,182 |
1,599 |
15.7% |
2,231 |
(6.2)% |
Total Programs |
22,097 |
19,622 |
2,475 |
12.6% |
2,231 |
1.2% |
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Brokerage |
8,630 |
6,891 |
1,739 |
25.2% |
854 |
12.8% |
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TPA Services |
6,465 |
5,705 |
760 |
13.3% |
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13.3% |
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Total Core Commissions |
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and Fees (1) |
$138,538 |
$122,357 |
$16,181 |
13.2% |
$11,809 |
3.6% |
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Reconciliation of Internal Growth Schedule
to Total Commissions and Fees
Included in the Consolidated Statements of Income
for the Three Months Ended March 31, 2004 and 2003
(in thousands)
(unaudited)
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Quarter |
Quarter |
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Ended |
Ended |
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3/31/04 |
3/31/03 |
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Total core commissions and fees(1) |
$138,538 |
$122,357 |
Contingent commissions |
25,776 |
18,173 |
Divested business |
- |
3,722 |
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Total Commission & Fees |
$164,314 |
$144,252 |
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(1) 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), and (ii) divested business (commissions and fees generated from offices, books of business or niches sold by the Company or terminated).
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Brown & Brown, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
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March 31, |
December 31, |
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2004 |
2003 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ 18,447 |
$ 56,926 |
Restricted cash |
120,541 |
116,543 |
Short-term investments |
394 |
382 |
Premiums, commissions and fees receivable |
146,435 |
146,672 |
Other current assets |
17,834 |
22,943 |
Total current assets |
303,651 |
343,466 |
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Fixed assets, net |
33,435 |
32,396 |
Goodwill, net |
287,411 |
237,753 |
Amortizable intangible assets, net |
280,249 |
232,934 |
Investments |
8,949 |
10,845 |
Other assets |
6,925 |
8,460 |
Total assets |
$920,620 |
$865,854 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Premiums payable to insurance companies |
$204,021 |
$199,628 |
Premium deposits and credits due customers |
25,160 |
22,223 |
Accounts payable |
35,362 |
11,282 |
Accrued expenses |
39,616 |
49,691 |
Current portion of long-term debt |
18,346 |
18,692 |
Total current liabilities |
322,505 |
301,516 |
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Long-term debt |
37,526 |
41,107 |
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Deferred income taxes, net |
13,713 |
15,018 |
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Other liabilities |
10,771 |
10,178 |
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Shareholders’ equity: |
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Common stock, par value $0.10 per share; |
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Additional paid-in capital |
177,725 |
170,130 |
Retained earnings |
348,357 |
316,822 |
Accumulated other comprehensive income |
3,144 |
4,227 |
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Total shareholders’ equity |
536,105 |
498,035 |
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Total liabilities and shareholders’ equity |
$920,620 |
$865,854 |
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