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): July 18, 2005

 

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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 2.02

Results of Operations and Financial Condition.

 

On July 18, 2005, Brown & Brown, Inc.issued a press release announcing its results of operations for the second quarter ended June 30, 2005.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information furnished herewith pursuant to Item 2.02 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.

 

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: July 18, 2005

 

   

                                                                                                         

 

 

   

 

 

 

 

 

     

News Release

 

 

 

 

 

 

 

  

Cory T. Walker

 

 

 

 

 

 

 

  

Chief Financial Officer

July 18, 2005 

 

 

 

 

(386) 239-7250

 

 

BROWN & BROWN, INC.

SECOND QUARTER RESULTS ACHIEVE NEW RECORDS

FOR REVENUES AND INCOME

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) announced net income for the second quarter of 2005 of $37,033,000, or $0.53 per share, an increase of 15.2% from the $32,153,000, or $0.46 per share, reported for the quarter ended June 30, 2004. Total revenue for the quarter ended June 30, 2005 was $195,931,000, compared with 2004 second-quarter revenue of $157,942,000 an increase of 24.1%.

 

Total revenue for the first half of 2005 was $398,305,000, compared with six months ended June 30, 2004 revenue of $323,507,000, up 23.1%. Net income for the first six months of 2005 was $80,051,000, versus $68,501,000 during the comparable 2004 period, an increase of 16.9%.  Net income per share for the six months ended June 30, 2005 was $1.15, versus the $0.99 per share posted during the same 2004 period, an increase of 16.2%.

 

J. Hyatt Brown, Chairman and CEO, noted, "We continue to be quite pleased with the results generated by our outstanding team of insurance professionals. These results are even more impressive given the softening and compression of insurance premium rates in virtually all parts of the country. In some regions, such as Florida, this decline in rates is being slightly offset by an increase in business exposure units, created by an improving economy. We anticipate that we will continue to meet the challenge of these market changes as they arise."

 

President and Chief Operating Officer Jim W. Henderson added, "We completed two small transactions in the second quarter that increased our annualized acquired revenue to approximately $94 million for the first six months of 2005.  We continue to be pleased with the number and quality of acquisition prospects in the pipeline. As the market continues to soften, it requires us to be even more vigilant in evaluating the long-term sustainability of the margins and earning power of each acquisition candidate."

 

Brown & Brown, Inc. and its subsidiaries offer a broad range of insurance and reinsurance products and services, as well as risk management, third party administration, and managed health care programs. Providing service to business, public entity, individual, trade and professional association clients nationwide, the

 

Company is ranked by Business Insurance magazine as the United States' eighth largest independent insurance intermediary. The Company's Web address is www.bbinsurance.com. 

 

This press release may contain certain may contain certain statements relating to future results which are forward-looking statements, including those relating to continuing our revenue, earnings and operating growth, as well as identifying and consummating attractive acquisition opportunities. 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 information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results and condition, as well as its other achievements, 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, Georgia, New Jersey, New York, Pennsylvania and/or Washington, where significant portions of the Company's business are concentrated; the actual costs of resolution of contingent liabilities; those factors relevant to Brown & Brown's consummation and integration of announced acquisitions, including any matters analyzed in the due diligence process, material adverse changes in the customers of the companies whose operations are acquired, and material adverse changes in the business and financial condition of either or both companies and their respective customers; and the cost and impact on the Company of previously disclosed litigation initiated against the Company and regulatory inquiries regarding industry and Company practices with respect to compensation received from insurance carriers. All forward-looking statements made during any conference call or web cast are made only as of the date of such conference call and web cast, 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. 

   

-2-

 

 

Brown & Brown, Inc.

CONSOLIDATED STATEMENTS OF INCOME

  (in thousands, except per share data)

(unaudited)

                                                                                           

 

For the

For the

 

Three Months Ended

Six Months Ended

 

 

 

 

June 30

June 30

 

2005

2004

2005

2004

REVENUES

 

 

 

 

Commissions and fees

$192,738

$156,749

$393,053

$321,063

Investment income

1,524

333

2,489

1,021

Other income, net

     1,669

        860

     2,763

     1,423

    Total revenues

  195,931

  157,942

  398,305

  323,507

 

 

 

 

 

EXPENSES

 

 

 

 

Employee compensation and benefits

94,100

76,270

184,484

152,552

Non-cash stock grant compensation

788

665

1,679

1,510

Other operating expenses

25,980

19,983

53,122

41,379

Amortization

8,357

5,483

15,892

10,300

Depreciation

2,527

2,269

4,894

4,423

Interest

     3,711

        743

     7,253

     1,454

     Total expenses

  135,463

  105,413

  267,324

  211,618

 

 

 

 

 

Income before income taxes

60,468

52,529

130,981

111,889

 

 

 

 

 

Income taxes

   23,435

   20,376

  50,930

   43,388

 

 

 

 

 

Net income

$ 37,033

$ 32,153

$ 80,051

$ 68,501

 

======

======

======

======

Net income per share:

 

 

 

 

  Basic

$0.54

$0.47

$1.16

$1.00

 

====

====

====

====

  Diluted

$0.53

$0.46

$1.15

$0.99

 

====

====

====

====

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

  Basic

69,156

68,790

69,159

68,736

 

=====

=====

=====

=====

 

 

 

 

 

  Diluted

69,738

69,370

69,724

69,283

 

=====

=====

=====

=====

 

 

 

 

 

Dividends declared per share

$0.08

  $0.07

$0.16

$0.14

 

====

=====

====

====

 

-3-

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended June 30, 2005

  (in thousands)

(unaudited)

   

 

Quarter

Quarter

Total

Total

Less

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

 

6/30/05

6/30/04

Change

Growth %

Revenues

Growth %

 

 

 

 

 

 

 

Florida Retail

$   40,989

$    35,928

$   5,061

     14.1%

$   1,827

  9.0%

National Retail

51,541

    47,225

4,316

         9.1%

      4,452

      (0.3)%

Western Retail

    25,830

    28,802

  (2,972)

  (10.3)%

         113

  (10.7)%

     Total Retail

  118,360

  111,955

      6,405

        5.7%

        6,392

     0.0%

 

 

 

 

 

 

 

Professional Programs

9,515

10,087

(572)

    (5.7)%

      -

     (5.7)%

Special Programs

    20,335

    14,659

    5,676

     38.7%

      3,768

    13.0%

     Total Programs

    29,850

    24,746

   5,104

      20.6%

      3,768

      5.4%

 

 

 

 

 

 

 

Brokerage

34,077

8,322

25,755

  309.5%

    24,117

    19.7%

 

 

 

 

 

 

 

TPA Services

      6,449

      6,086

      363

        6.0%

             -

       6.0%

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

    and Fees (1)

$188,736

$151,109

$37,627

   24.9%

$34,277

        2.2%

 

=======

=======

======

======

=======

====

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended June, 2005 and 2004

(in thousands)

(unaudited)

 

 

 

Quarter

Quarter

 

Ended

Ended

  

6/30/05

6/30/04

 

 

 

Total core commissions and fees(1)

$188,736

$151,109

Contingent commissions

       4,002

3,522

Divested business

            -

      2,118

 

 

 

Total commission & fees

$192,738

$156,749

 

=======

=======

 

 

 

 

 

 

 

(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).

 

 

-4-

 

 

Brown & Brown, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

 

 

June 30,

December 31,

 

2005

2004

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$      42,940

$    188,106

  Restricted cash and investments

236,504

147,483

  Short-term investments

2,831

3,163

  Premiums, commissions and fees receivable

217,209

172,395

  Other current assets

       24,280

       28,819

    Total current assets

523,764

539,966

 

 

 

Fixed assets, net

38,489

33,438

Goodwill

523,610

360,843

Amortizable intangible assets, net

363,543

293,009

Investments

7,940

9,328

Other assets

        10,090

       12,933

    Total assets

$1,467,436

$1,249,517

 

=========

=========

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$    370,431

$242,414

  Premium deposits and credits due customers

24,002

32,273

  Accounts payable

20,744

16,257

  Accrued expenses

52,994

58,031

  Current portion of long-term debt

       49,699

       16,135

    Total current liabilities

517,870

365,110

 

 

 

Long-term debt

220,246

227,063

 

 

 

Deferred income taxes, net

25,555

24,859

 

 

 

Other liabilities

9,078

8,160

 

 

 

Shareholders' equity:

 

 

Common stock, par value $0.10 per share;

 

 

     authorized 280,000 shares;  issued and

 

 

       outstanding 69,143 at 2005 and 69,159 at 2004

6,914

 6,916

  Additional paid-in capital

189,371

187,280

  Retained earnings

494,649

425,662

  Accumulated other comprehensive income

         3,753

         4,467

 

 

 

    Total shareholders' equity

     694,687

     624,325

 

 

 

    Total liabilities and shareholders' equity

$1,467,436

$1,249,517

 

=========

=========

-5-