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 16, 2012

 

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 April 16, 2012, Brown & Brown, Inc.issued a press release announcing its results of operations for the first quarter ended March 31, 2012.  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: April 16, 2012

 

 

 

News Release

 

Cory Walker

April 16, 2012

Chief Financial Officer

 

(386) 239-7250

 

 

 

BROWN & BROWN, INC. 

ANNOUNCES 15.4% INCREASE IN TOTAL REVENUES

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced its preliminary, unaudited financial results for the first quarter of 2012. 

 

Net income for the first quarter of 2012 was $49,433,000, or $0.34 per share, compared with $46,293,000, or $0.32 per share for the same quarter of 2011, an increase of 6.3%.  Total revenues for the first quarter were $302,486,000, compared with 2011 first-quarter revenues of $262,228,000, an increase of 15.4%. 

 

J. Hyatt Brown, Chairman and acting President and Chief Executive Officer of the Company, noted, "The 2012 first quarter produced results that were better than we anticipated.  In addition to growing our earnings per share by 6.3%, we were pleased to note that our organic growth rate for our core commissions and fees revenue was a positive 0.9%."

 

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 the Company's anticipated financial results for the first quarter of 2012. 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. These risks and uncertainties include, but are not limited to, the Company's determination as it finalizes its financial results for the first quarter of 2012 that its financial results differ from the current preliminary unaudited numbers set forth herein, other factors that the Company may not have currently identified or quantified, and other risks, relevant factors and uncertainties identified in the Company's Annual Report on Form 10-K for the year ended December 31, 2011, and the Company's other filings with the Securities and Exchange Commission. 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
March 31,

 

2012

2011

REVENUES

 

 

Commissions and fees

$296,533

$261,452

Investment income

135

224

Other income, net

  5,818

     552

    Total revenues

  302,486

  262,228

 

 

 

EXPENSES

 

 

Employee compensation and benefits

149,596

126,557

Non-cash stock-based compensation

3,747

2,773

Other operating expenses

43,400

36,076

Amortization

15,613

13,509

Depreciation

3,641

3,135

Interest

     4,087

     3,607

Change in estimated acquisition earn-out     payables

 

        (388)

 

          (99)

     Total expenses

  219,696

  185,558

 

 

 

Income before income taxes

82,790

76,670

 

 

 

Income taxes

   33,357

   30,377

 

 

 

Net income

$ 49,433

$ 46,293

 

======

======

Net income per share:

 

 

  Basic

$0.34

$0.32

 

====

====

  Diluted

$0.34

$0.32

 

====

====

Weighted average number of shares outstanding:

 

 

  Basic

139,001

138,351

 

======

======

  Diluted

141,500

140,648

 

======

======

Dividends declared per share

$0.0850

$0.08

 

======

=====

 

 

 

-3-

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended March 31, 2012

  (in thousands)

(unaudited)

 

 

Quarter
Ended
03/31/12

Quarter
Ended
03/31/11

Total
Net
Change

Total
Net
Growth %

Less
Acquisition
Revenues

Internal
Net
Growth $

Internal
Net
Growth %

 

 

 

 

 

 

 

 

Retail(2)

  $151,946

  $140,365

  $11,581

   8.3%

  $12,544

    $(963)

   (0.7)%

 

 

 

 

 

 

 

 

  National Programs

    53,630

    34,095

  19,535

   57.3%

    19,324

       211

     0.6%

 

 

 

 

 

 

 

 

Wholesale Brokerage

38,382

  35,871

2,511

    7.0%

549

     1,962

  5.5%

 

 

 

 

 

 

 

 

Services

    25,762

    15,823

    9,939

  62.8%

    9,060

       879

  5.6%

 

 

 

 

 

 

 

 

Total Core Commissions and Fees (1)

 

$269,720

 

$226,154

 

$43,566

 

19.3%

 

$41,477

 

$2,089

 

0.9%

 

======

======

======

 

======

=====

 

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

For the Three Months Ended March 31, 2012 and 2011

(in thousands)

(unaudited)

 

 

Quarter
Ended
03/31/12

Quarter
Ended
03/31/11

Total core commissions and fees(1)

$269,720

$226,154

Profit-sharing contingent    commissions

24,221

28,880

Guaranteed supplemental
      commissions


2,592

 
3,304

Divested business

              -

      3,114

 

 

 

Total commissions & fees

$296,533

$261,452

 

=======

=======

 

(1)

Total core commissions and fees are our total commissions and fees less (i) profit-sharing contingent commissions (revenues 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) guaranteed supplemental commissions (GSC) (revenues derived from special revenue-sharing commissions from insurance companies based solely upon the volume of the business placed with such companies during the current year),and (iii) divested business (commissions and fees generated from offices, books of business or niches sold by the Company or terminated).

 

 

(2)

The Retail segment includes commissions and fees reported in the "Other" column of the Segment Information, which includes corporate and consolidation items.

 

 

-4-

 

 

 

March 31,

December 31,

 

2012

2011

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

  $   155,714

$     286,305

  Restricted cash and investments

   189,519

   130,535

  Short-term investments

7,645

7,627

  Premiums, commissions and fees receivable

293,993

240,257

  Deferred income taxes

15,579

19,863

  Other current assets

        35,341

        23,540

    Total current assets

697,791

708,127

 

 

 

Fixed assets, net

68,298

61,360

Goodwill

1,649,420

1,323,469

Amortizable intangible assets, net

581,267

496,182

Other assets

       20,671

       17,873

    Total assets

$3,017,447

$2,607,011

 

========

========

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$   437,514

$   327,096

  Premium deposits and credits due customers

31,104

30,048

  Accounts payable

46,479

22,384

  Accrued expenses and other liabilities

85,522

100,865

  Current portion of long-term debt

        603

        1,227

    Total current liabilities

601,222

481,620

 

 

 

Long-term debt

450,043

250,033

 

 

 

Deferred income taxes, net

215,349

178,052

 

 

 

Other liabilities

65,783

53,343

 

 

 

Shareholders' equity:

 

 

  Common stock, par value $0.10 per share;

     authorized 280,000 shares;  issued and

     outstanding 143,322 at 2012 and 143,352 at 2011

 

 

14,332

 

 

14,335

  Additional paid-in capital

310,901

307,059

  Retained earnings

1,359,817

1,322,562

  Accumulated other comprehensive income

                 -

                 7

 

 

 

    Total shareholders' equity

  1,685,050

  1,643,963

 

 

 

    Total liabilities and shareholders' equity

$3,017,447

$2,607,011

 

========

========

 

 

 

-5-