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): February 11, 2007

 

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 February 11, 2007, Brown & Brown, Inc. issued a press release announcing its results of operations for the fourth quarter and 2006 year-end results.  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: February 12, 2007

                                                            

                                                                                                                         

       

 

News Release

       

 

Cory T. Walker

February 11, 2007       

 

Chief Financial Officer

 

 

(386) 239-7250

 

 

BROWN & BROWN, INC.

RESULTS FOR 2006 SET RECORDS

FOR REVENUES AND NET INCOME

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE: BRO) today announced record earnings for 2006.   Net income for 2006 rose to $172,350,000, or $1.22 per share, an increase of 14.5% over the $150,551,000, or $1.08 per share, earned in 2005. Total revenues for the year rose to $878,004,000, up 11.7% compared with $785,807,000 achieved in 2005.

 

During the fourth quarter of 2006 net income increased 5.3%, to $37,623,000, or $0.27 per share, compared with 2005 fourth quarter net income of $35,717,000, or $0.25 per share. Total revenue for the fourth quarter of 2006 was $214,650,000, a 9.0% increase over the fourth quarter 2005 revenues of $196,857,000.

 

Commenting on the results, J. Hyatt Brown, Chairman and Chief Executive Officer, said, "2006 was another good year for Brown & Brown.  In a year with many challenges, including a lighter than normal year of completed acquisitions, our solid internal revenue growth was instrumental in raising our total revenue by nearly 12%.  As a result, part of our intermediate goal, "B-40", of achieving one billion dollars of revenues now appears within reach and has our entire Company focused on delivering even stronger results in 2007."

 

Jim W. Henderson, Vice-Chairman and Chief Operating Officer, commented, "During 2006, completed acquisitions accounted for approximately $56 million in annualized revenues, with Axiom Re and Delaware Valley Underwriting Authority accounting for the majority of that amount. By the same token, just in this past week we closed three transactions: ALCOS, Inc., in Michigan, Shapiro Insurance, Inc. in Tallahassee and the Marcello Agency, Inc. in Louisiana, totaling some $23 million in annualized revenues.  The acquisition opportunities continue to be robust."

 

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, managed health care, and Medicare set-aside services and 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' sixth largest independent insurance intermediary. The Company's Web address is www.bbinsurance.com. 

 

This press release 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 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 herein are made only as of the date of this release, and the Company does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which the Company hereafter becomes aware. 

 

-2-

 

 

 

Brown & Brown, Inc.

CONSOLIDATED STATEMENTS OF INCOME

  (in thousands, except per share data)

(unaudited)

 

                             

 

For the

 

For the

 

Three Months Ended

 

Twelve Months Ended

 

December 31

 

December 31

 

2006  

2005  

 

2006  

2005  

REVENUES

 

 

 

 

 

Commissions and fees

$210,763

$194,046

 

$864,663

$775,543

Investment income

3,096

2,303

 

11,479

6,578

Other income, net

        791

        508

 

      1,862

      3,686

    Total revenues

  214,650

  196,857

 

  878,004

  785,807

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Employee compensation and benefits

100,160

96,450

 

404,891

374,943

Non-cash stock-based compensation

815

977

 

5,416

3,337

Other operating expenses

35,887

26,862

 

126,492

105,622

Amortization

9,431

8,901

 

36,498

33,245

Depreciation

3,007

2,629

 

11,309

10,061

Interest

     3,277

     3,578

 

    13,357

    14,469

     Total expenses

  152,577

  139,397

 

  597,963

  541,677

 

 

 

 

 

 

Income before income taxes

62,073

57,460

 

280,041

244,130

 

 

 

 

 

 

Income taxes

   24,450

   21,743

 

    107,691

    93,579

 

 

 

 

 

 

     Net income

$ 37,623

$ 35,717

 

$172,350

$150,551

 

======

======

 

=======

=======

Net income per share:

 

 

 

 

 

  Basic

$0.27

$0.26

 

$1.23

$1.09

 

====

====

 

====

====

  Diluted

$0.27

$0.25

 

$1.22

$1.08

 

====

====

 

====

====

Weighted average number of shares outstanding:

 

 

 

 

 

  Basic

139,969

139,126

 

139,634

138,563

 

======

======

 

======

======

  Diluted

141,227

140,443

 

141,020

139,776

 

======

======

 

======

======

 

 

 

 

 

 

Dividends declared per share

$0.06

$0.05

 

$0.21

$0.17

 

====

====

 

====

====

-3-

 

 

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended December 31, 2006

  (in thousands)

(unaudited)

 

 

Quarter

Quarter

Total

Total  

Less

Internal

 

Ended

Ended

Net

Net  

Acquisition

Net

 

12/31/06

12/31/05

Change

Growth %

Revenues

Growth %

 

 

 

 

 

 

 

Florida Retail

$  45,513

$  39,546

$  5,967

  15.1%

$         3

  15.1%

National Retail

49,505

48,918

587

    1.2%

     1,422

  (1.7)%

Western Retail

    24,875

    26,473

  (1,598)

      (6.0)%

       626

  (8.4)%

     Total Retail

  119,893

  114,937

    4,956

    4.3%

      2,051

  2.5%

 

 

 

 

 

 

 

Professional Programs

10,599

10,497

102

      1.0%

         43

     0.6%

Special Programs

    33,302

    26,735

    6,567

  24.6%

    2,650

   14.7%

     Total Programs

    43,901

    37,232

    6,669

  17.9%

    2,693

10.7%

 

 

 

 

 

 

 

Wholesale Brokerage

37,382

33,456

3,926

    11.7%

    6,210

    (6.8)%

 

 

 

 

 

 

 

Services

      8,702

      6,911

    1,791

  25.9%

    1,540

  3.6%

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

    and Fees (1)

$209,878

$192,536

$17,342

  9.0%

$12,494

  2.5%

 

=======

=======

======

====

======

====

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended December 31, 2006 and 2005

(in thousands)

(unaudited)

 

 

Quarter

Quarter

 

Ended

Ended

 

12/31/06

12/31/05

Total core commissions and fees(1)

$209,878

$192,536

Contingent commissions

885

567

Divested business

            -

         943

 

 

 

Total commission & fees

$210,763

$194,046

 

=======

=======

 

 

                                                               

 

 

(1)

Total core commissions and fees are our total commissions and fees less (i) profit-sharing 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)

 

                                                                         

 

December 31,

 

December 31,

 

2006

 

2005

ASSETS

 

 

 

Current assets:

 

 

 

  Cash and cash equivalents

  $     88,490

 

  $    100,580

  Restricted cash and investments

242,187

 

229,872

  Short-term investments

2,909

 

2,748

  Premiums, commissions and fees receivable

282,440

 

257,930

  Other current assets

       32,180

 

       28,637

    Total current assets

648,206

 

619,767

 

 

 

 

Fixed assets, net

44,170

 

39,398

Goodwill

684,521

 

549,040

Amortizable intangible assets, net

396,069

 

377,907

Investments

15,826

 

8,421

Other assets

        19,160

 

       14,127

    Total assets

$1,807,952

 

$1,608,660

 

========

 

========

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

Current liabilities:

 

 

 

  Premiums payable to insurance companies

$   435,449

 

$   397,466

  Premium deposits and credits due customers

33,273

 

34,027

  Accounts payable

17,854

 

21,161

  Accrued expenses

86,009

 

74,534

  Current portion of long-term debt

      18,082

 

       55,630

    Total current liabilities

590,667

 

582,818

 

 

 

 

Long-term debt

226,252

 

214,179

 

 

 

 

Deferred income taxes, net

49,721

 

35,489

 

 

 

 

Other liabilities

11,967

 

11,830

 

 

 

 

Shareholders' equity:

 

 

 

   Common stock, par value $0.10 per share;

 

 

 

     Authorized 280,000 shares; issued and  

 

 

 

     outstanding 140,016 at 2006 and 139,383 at 2005

14,002

 

13,938

  Additional paid-in capital

210,543

 

193,313

  Retained earnings

695,656

 

552,647

  Accumulated other comprehensive income

         9,144

  

         4,446

 

 

 

 

    Total shareholders' equity

     929,345

 

     764,344

 

 

 

 

    Total liabilities and shareholders' equity

$1,807,952

 

$1,608,660

 

========

 

========

 

 

 

 

-5-