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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):   October 18, 2010

 

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 October 18, 2010, Brown & Brown, Inc. issued a press release announcing its results of operations for the third quarter ended September 30, 2010.  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:  October 18, 2010

 

 

 

                                                                                                 News Release

                                                                                                Cory T. Walker

     October 18,  2010                                                              Chief Financial Officer

                                                                                                (386) 239-7250

 

BROWN & BROWN, INC.

ANNOUNCES AN 8.1% INCREASE IN THIRD-QUARTER NET INCOME

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced that it earned net income for the third quarter of 2010 of $44,293,000, or $0.31 per share, an increase of 8.1% from the $40,961,000, or $0.29 per share, reported for the quarter ended September 30, 2009. Total revenue for the quarter ended September 30, 2010 was $247,616,000, compared with 2009 third-quarter revenue of $243,766,000.

 

Total revenue for the nine months ended September 30, 2010 was $743,554,000, compared with total revenue for the first nine months of 2009 of $753,715,000.  Net income for the nine-month period ended September 30, 2010 was $129,606,000, or $0.90 per share, compared with $129,641,000, or $0.91 per share for the same period of 2009.

 

J. Powell Brown, President and Chief Executive Officer of Brown & Brown, Inc., noted, "Our team continues to work against the headwinds of rate declines and exposure unit decreases.  The economy continues to present challenges and opportunities for Brown & Brown.  Additionally, we are extremely pleased with the new team members that have joined us in the third quarter through strategic acquisitions."

 

Brown & Brown, Inc., through its subsidiaries offers a broad range of insurance and reinsurance products and services.  Additionally, certain Brown & Brown subsidiaries offer a variety of risk management, third party administration, and other services. Serving business, public entity, individual, trade and professional association clients nationwide, the Company is ranked by Business Insurance magazine as the United States' seventh 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 future financial results and to 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 effects of legislative and regulatory changes in Florida pertaining to the insurance industry, including those relating to coastal property coverages; 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, Indiana, Michigan, New Jersey, New York, Pennsylvania, Texas and/or Washington, where significant portions of the Company's business are concentrated; and the cost and impact on the Company of previously disclosed 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

Three Months Ended

September 30

 

For the

Nine Months Ended

September 30

 

2010

2009

 

2010

2009

REVENUES

 

 

 

 

 

Commissions and fees

$246,102

$243,016

 

$737,829

$751,575

Investment income

345

175

 

1,022

945

Other income (loss), net

       1,169

          575

 

      4,703

    1,195

    Total revenues

   247,616

   243,766

 

  743,554

753,715

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Employee compensation and benefits

122,001

119,607

 

365,556

369,573

Non-cash stock-based compensation

1,495

1,732

 

5,230

5,243

Other operating expenses

31,301

35,523

 

101,256

107,007

Amortization

12,869

12,468

 

38,072

37,372

Depreciation

3,116

3,323

 

9,498

9,955

Interest

3,607

     3,622

 

10,847

10,888

Change in estimated acquisition earn-out
    payables


        193


             -

 


         (1,036)


             -

     Total expenses

  174,582

  176,275

 

  529,423

  540,038

 

 

 

 

 

 

Income before income taxes

73,034

67,491

 

214,131

213,677

 

 

 

 

 

 

Income taxes

   28,741

    26,530

 

   84,525

   84,036

 

 

 

 

 

 

Net income

$ 44,293

$ 40,961

 

$ 129,606

$129,641

 

======

======

 

=======

=======

Net income per share:

 

 

 

 

 

  Basic

$0.31

$0.29

 

$0.91

$0.92

 

====

====

 

====

====

  Diluted

$0.31

$0.29

 

$0.90

$0.91

 

====

====

 

====

====

Weighted average number of shares outstanding:

 

 

 

 

 

  Basic

138,093

137,279

 

137,802

137,052

 

======

======

 

======

======

  Diluted

139,507

137,671

 

139,128

137,403

 

======

======

 

======

======

Dividends declared per share

$0.0775

$0.0750

 

$0.2325

$0.2250

 

======

======

 

======

======

 

 

 

 

 

 

 

 

 

 

 

 

 

-3-

 

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended September 30, 2010

  (in thousands)

(unaudited)

 

 

 

 

Quarter

Quarter

Total

Total

Less

Internal

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

Net

 

9/30/10

9/30/09

Change

Growth %

Revenues

Growth $

Growth %

 

 

 

 

 

 

 

 

Florida Retail

  $  34,035

  $  34,925

$(890)

    (2.5)%

$     24

$(914)

   (2.6)%

National Retail

81,743

80,822

    921

   1.1%

5,089

    (4,168)

   (5.2)%

Western Retail

    25,656

    26,128

     (472)

     (1.8)%

   1,585

  (2,057)

   (7.9)%

  Total Retail

  141,434

  141,875

     (441)

   (0.3)%

   6,698

  (7,139)

   (5.0)%

 

 

 

 

 

 

 

 

Wholesale Brokerage

34,135

34,809

     (674)

    (1.9)%

     182

      (856)

  (2.5)%

 

 

 

 

 

 

 

 

Professional Programs

11,675

12,632

     (957)

    (7.6)%

        -

      (957)

(7.6)%

Special Programs

    37,555

    34,583

  2,972

  8.6%

     -

  2,972

   8.6%

  Total National Programs

    49,230

    47,215

  2,015

    4.3%

     -

  2,015

     4.3%

 

 

 

 

 

 

 

 

Services

      11,636

      8,296

    3,340

  40.3%

   3,401

        (61)

  (0.7)%

 

 

 

 

 

 

 

 

Total Core Commissions
    and Fees (1)


$236,435


$232,195


$4,240


1.8%


$10,281


$(6,041)


(2.6)%

 

=======

=======

=====

 

======

======

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended September 30, 2010 and 2009

(in thousands)

(unaudited)

 

 

Quarter

Quarter

 

Ended

Ended

 

9/30/10

9/30/09

 

 

 

Total core commissions and fees(1)

$236,435

$232,195

Contingent commissions

  9,667

  10,421

Divested business

              -

         400

 

 

 

Total commission & fees

$246,102

$243,016

 

=======

=======

 

(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)

 

 

 

September 30,

December 31,

 

2010

2009

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$   257,151

$   197,113

  Restricted cash and investments

   161,318

   155,257

  Short-term investments

7,669

8,213

  Premiums, commissions and fees receivable

224,299

209,462

  Deferred income taxes

-

11,791

  Other current assets

       19,284

        31,863

    Total current assets

669,721

613,699

 

 

 

Fixed assets, net

59,721

61,467

Goodwill

1,167,199

1,074,397

Amortizable intangible assets, net

478,985

468,862

Other assets

       12,185

       5,801

    Total assets

$2,387,811

$2,224,226

 

========

========

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$   325,903

$   310,296

  Premium deposits and credits due customers

57,805

37,715

  Accounts payable

21,303

17,431

  Accrued expenses and other liabilities

87,626

96,387

  Current portion of long-term debt

     101,689

       17,124

    Total current liabilities

594,326

478,953

 

 

 

Long-term debt

150,067

250,209

 

 

 

Deferred income taxes, net

130,905

115,609

 

 

 

Other liabilities

31,151

9,581

 

 

 

Shareholders' equity:

 

 

  Common stock, par value $0.10 per share;
     authorized 280,000 shares;  issued and
     outstanding 142,643 at 2010 and 142,076 at 2009



14,264



14,208

  Additional paid-in capital

282,765

267,856

  Retained earnings

1,184,328

1,087,805

  Accumulated other comprehensive income

                 5

              5

 

 

 

    Total shareholders' equity

  1,481,362

  1,369,874

 

 

 

    Total liabilities and shareholders' equity

$2,387,811

$2,224,226

 

========

========

 

 

 

 

 

 

 

 

 

 

 

 

-5-