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 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 July 16, 2012, Brown & Brown, Inc. issued a press release announcing its results of operations for the second quarter ended June 30, 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: July 16, 2012

 

 

 

 

  

                                                       News Release

                                                         Cory T. Walker
     July 16, 2012                                Chief Financial Officer
                                                         (386) 239-7250

 

 

BROWN & BROWN, INC. 

ANNOUNCES 17.9% INCREASE IN TOTAL REVENUES

 

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

 

Net income for the second quarter of 2012 was $42,471,000, or $0.29 per share, compared with $37,035,000, or $0.26 per share for the same quarter of 2011, an increase of 11.5%.  Total revenue for the second quarter was $290,916,000, compared with 2011 second-quarter revenue of $246,816,000, an increase of 17.9%. 

 

Total revenue for the six months ended June 30, 2012 was $593,402,000, compared with total revenue for the same period of 2011 of $509,044,000, an increase of 16.6%.  Net income for the six-month period ended June 30, 2012 was $91,904,000, or $0.63 per share, compared with $83,328,000, or $0.57 per share for the same period of 2011, an increase of 10.5%.

 

J. Powell Brown, President and Chief Executive Officer of the Company, noted, "We are pleased with our continued incremental revenue growth and the fact that each of our four business divisions reported positive organic growth in the second quarter of 2012."

 

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' 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 the Company's anticipated financial results for the second 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 second 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. 

 

# # #

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brown & Brown, Inc.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

             

 

 

 

 

For the
Three Months Ended
June 30,

 

For the
Six Months Ended
June 30,

 

2012

2011

 

2012

2011

REVENUES

 

 

 

 

 

Commissions and fees

$289,942

$245,983

 

$586,475

$507,435

Investment income

187

393

 

322

617

Other income, net

            787

           440

 

      6,605

          992

    Total revenues

  290,916

  246,816

 

  593,402

  509,044

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Employee compensation and benefits

150,752

125,852

 

300,348

252,409

Non-cash stock-based compensation

3,738

2,709

 

7,485

5,482

Other operating expenses

42,220

34,979

 

85,620

71,055

Amortization

15,881

13,556

 

31,494

27,065

Depreciation

3,784

3,079

 

7,425

6,214

Interest

     4,000

     3,608

 

    8,087

    7,215

Change in estimated acquisition earn-out     payables

 

     (604)

 

      1,565

 

                                (992)

                                                         1,466

     Total expenses

219,771

  185,348

 

  439,467

  370,906

 

 

 

 

 

 

Income before income taxes

71,145

61,468

 

153,935

138,138

 

 

 

 

 

 

Income taxes

   28,674

   24,433

 

     62,031

  54,810

 

 

 

 

 

 

Net income

$ 42,471

$ 37,035

 

$91,904

$83,328

 

======

======

 

======

======

Net income per share:

 

 

 

 

 

  Basic

$0.30

$0.26

 

$0.64

$0.58

 

====

====

 

====

=====

  Diluted

$0.29

$0.26

 

$0.63

$0.57

 

====

====

 

====

====

Weighted average number of shares outstanding:

 

 

 

 

 

  Basic

139,086

138,379

 

139,044

138,365

 

======

======

 

======

======

  Diluted

141,828

139,942

 

141,664

140,950

 

======

======

 

======

======

Dividends declared per share

$0.085

$0.08

 

$0.17

$0.16

 

=====

====

 

====

====

 

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Organic Commissions and Fees(1)

Three Months Ended June 30, 2012

  (in thousands)

(unaudited)

 

 

Quarter
Ended
06/30/12

Quarter
Ended
06/30/11

Total
Net
Change

Total
Net
Growth %

Less
Acquisition
Revenues

Internal
Net
Growth $

Internal
Net
Growth %

 

 

 

 

 

 

 

 

Retail(2)

  $159,684

  $147,826

  $11,858

   8.0%

  $11,431

    $427

   0.3%

 

 

 

 

 

 

 

 

  National Programs

    53,135

    31,424

  21,711

   69.1%

    19,464

      2,247

     7.2%

 

 

 

 

 

 

 

 

Wholesale Brokerage

46,301

  42,493

3,808

    9.0%

443

     3,365

  7.9%

 

 

 

 

 

 

 

 

Services

    27,521

    16,120

    11,401

  70.7%

    9,772

     1,629

  10.1%

 

 

 

 

 

 

 

 

Total Core Commissions and Fees (1)

 

$286,641

 

$237,863

 

$48,778

 

20.5%

 

$41,110

 

$7,668

 

3.2%

 

======

======

=====

 

=====

=====

 

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

For the Three Months Ended June 30, 2012 and 2011

(in thousands)

(unaudited)

 

 

 

Quarter
Ended
06/30/12

Quarter
Ended
06/30/11

Total core commissions and fees(1)

$286,641

$237,863

Profit-sharing contingent    commissions

 

1,043

 

2,275

Guaranteed supplemental      commissions

 

2,258

 

2,856

Divested business

              -

      2,989

 

 

 

Total commissions & fees

$289,942

$245,983

 

======

======

 

 

(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.

 

Brown & Brown, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

                                                                         

 

June 30,

December 31,

 

2012

2011

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

  $   193,712

$     286,305

  Restricted cash and investments

   192,540

   130,535

  Short-term investments

7,729

7,627

  Premiums, commissions and fees receivable

295,758

240,257

  Deferred income taxes

16,281

19,863

  Other current assets

        45,018

        23,540

    Total current assets

751,038

708,127

 

 

 

Fixed assets, net

70,986

61,360

Goodwill

1,674,903

1,323,469

Amortizable intangible assets, net

577,203

496,182

Other assets

       23,161

       17,873

    Total assets

$3,097,291

$2,607,011

 

=======

=======

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$   461,022

$   327,096

  Premium deposits and credits due customers

29,246

30,048

  Accounts payable

55,802

22,384

  Accrued expenses and other liabilities

94,546

100,865

  Current portion of long-term debt

        663

        1,227

    Total current liabilities

641,279

481,620

 

 

 

Long-term debt

450,033

250,033

 

 

 

Deferred income taxes, net

222,773

178,052

 

 

 

Other liabilities

64,959

53,343

 

 

 

Shareholders' equity:

 

 

  Common stock, par value $0.10 per share;
     authorized 280,000 shares;  issued and
     outstanding 143,281 at 2012 and 143,352 at 2011

 

14,328

 

14,335

  Additional paid-in capital

313,810

307,059

  Retained earnings

1,390,109

1,322,562

  Accumulated other comprehensive income

                 -

                 7

 

 

 

    Total shareholders' equity

  1,718,247

  1,643,963

 

 

 

    Total liabilities and shareholders' equity

$3,097,291

$2,607,011

 

=======

=======