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 9, 2006

 

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 9, 2006, Brown & Brown, Inc. issued a press release announcing its results of operations for the fourth quarter and 2005 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 9, 2006

 

   

                                 

 

                                                                                       

  

NEWS RELEASE

February 9, 2006               

Cory T. Walker

  

Chief Financial Officer

  

(386) 239-7250

  

BROWN & BROWN, INC.

RESULTS FOR 2005 SET RECORDS

FOR REVENUES AND INCOME

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE: BRO) today announced record earnings for 2005, the 13th consecutive year for which the Company has recorded new highs in both revenues and net income.  Net income for 2005 rose to $150,551,000, or $1.08 per share, an increase of 16.8% over the $128,843,000, or $0.93 per share earned in 2004. Total revenues for the year rose to $785,807,000, up 21.5% compared with $646,934,000 achieved in 2004.

 

During the fourth quarter of 2005 net income increased 18.0%, to $35,717,000, or $0.25 per share, compared with 2004 fourth quarter net income of $30,256,000, or $0.22 per share. Total revenue for the fourth quarter of 2005 was $196,857,000, a 20.7% increase over the fourth quarter 2004 revenues of $163,046,000.

 

Commenting on the results, J. Hyatt Brown, Chairman and Chief Executive Officer, said, "We are quite pleased to again announce outstanding earnings growth of at least 15% per share, the thirteenth consecutive year we have achieved this remarkable goal. Even though this past year's hurricane season had a very dramatic impact on our people and clients, the strength of the Brown & Brown culture and our people allowed us to overcome these challenges. This single-minded effort has brought us ever closer to our active intermediate goal of achieving B-40 that is, $1 billion in revenue and a 40% operating margin (pre-tax income with interest, amortization and non-cash stock grant compensation expense added back). We feel quite positive about our ability to continue growing in the future."

 

Jim W. Henderson, President and Chief Operating Officer, commented, "2005 turned out to be our second best year ever in terms of the annualized revenues from acquisitions completed during the year. This success has carried into 2006 with the operations of Axiom Intermediaries, LLC officially joining us in early January. As we have said many times, we are very excited about the exceptional caliber of the organizations seeking to join Brown &  Brown. Internally, Regional Executive  Vice President  Linda Downs,  one  of  our long-term and most  effective  leaders, has been elevated to the position of Executive Vice President for Leadership Development.  Linda's promotion highlights the increased emphasis we are placing on the recruitment, training and development of future leaders. We believe that our increased focus on developing new leadership will be critical to our success going forward."

 

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' 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 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 contingent commission 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       

 

2005   

2004    

2005   

2004    

REVENUES

 

 

 

 

Commissions and fees

$194,046

$158,352

$775,543

$638,267

Investment income

2,303

1,108

6,578

2,715

Other income, net

          508

     3,586

         3,686

        5,952

    Total revenues

  196,857

  163,046

  785,807

    646,934

 

 

 

 

 

EXPENSES

 

 

 

 

Employee compensation and benefits

96,450

82,220

374,943

314,221

Non-cash stock grant compensation

977

741

3,337

2,625

Other operating expenses

26,862

21,506

105,622

84,927

Amortization

8,901

6,069

33,245

22,146

Depreciation

2,629

2,249

10,061

8,910

Interest

     3,578

     3,457

    14,469

        7,156

     Total expenses

  139,397

  116,242

  541,677

    439,985

 

 

 

 

 

Income before income taxes

57,460

46,804

244,130

206,949

 

 

 

 

 

Income taxes

    21,743

   16,548

        93,579

    78,106

 

 

 

 

 

Net income

$ 35,717

$ 30,256

$150,551

$128,843

 

======

======

======

=======

Net income per share:

 

 

 

 

  Basic

$0.26

$0.22

$1.09

$0.93

 

====

====

====

====

  Diluted

$0.25

$0.22

$1.08

$0.93

 

====

====

====

====

Weighted average number of shares

 

 

 

 

   outstanding:

 

 

 

 

  Basic

139,126

138,304

138,563

137,818

 

======

======

======

======

  Diluted

140,443

139,374

139,776

138,888

 

======

======

======

======

Dividends declared per share:

$0.05

$0.04

$0.17

$0.15

 

====

====

====

====

 

 

 

 

 

-3-

 

 

 

 

 

 

 

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended December 31, 2005

  (in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

  Quarter

  Quarter

Total

Total

Less

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

 

12/31/05

12/31/04

Change

Growth %

Revenues

Growth %

 

 

 

 

 

 

 

Florida Retail

$  39,626

$  37,177

$  2,449

      6.6%

$  1,364

    2.9%

National Retail

49,921

45,598

4,323

      9.5%

    4,624

    (0.7)%

Western Retail

    26,582

    24,710

      1,872

    7.6%

      1,087

    3.2%

     Total Retail

  116,129

  107,485

    8,644

    8.0%

    7,075

    1.5%

 

 

 

 

 

 

 

Professional Programs

10,836

11,095

(259)

    (2.3)%

            -

       (2.3)%

Special Programs

    26,147

    20,449

    5,698

  27.9%

    3,501

      10.7%

     Total Programs

    36,983

    31,544

    5,439

  17.2%

    3,501

    6.1%

 

 

 

 

 

 

 

Brokerage

33,456

12,139

21,317

  175.6%

  17,128

       34.5%

 

 

 

 

 

 

 

TPA Services

       6,911

      6,348

       563

    8.9%

           -

    8.9%

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

    and Fees (1)

$193,479

$157,516

$35,963

22.8%

$27,704

  5.2%

 

=======

=======

======

=====

======

====

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended December 31, 2005 and 2004

(in thousands)

(unaudited)

 

Quarter        

Quarter           

 

Ended          

Ended            

 

12/31/05        

12/31/04          

Total core commissions and fees(1)

$193,479        

 $157,516           

Contingent commissions

        567        

         368           

Divested business

               -        

             468           

 

 

 

Total Commission & Fees

$194,046        

$158,352          

 

======        

======          

 

 

 

 

 

 

 

 

 

 

 

  

(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)

(unaudited)

 

December 31,

December 31, 

 

2005

2004         

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

  $      100,580  

$    188,106    

  Restricted cash and investments

229,872  

147,483    

  Short-term investments

2,748  

3,163    

  Premiums, commissions and fees receivable

257,930  

172,395    

  Other current assets

       28,637  

       28,819    

    Total current assets

619,767  

539,966    

 

 

 

Fixed assets, net

39,398  

33,438    

Goodwill

549,040  

360,843    

Amortizable intangible assets, net

377,907  

293,009    

Investments

8,421  

9,328    

Other assets

       14,127  

       12,933    

    Total assets

$1,608,660  

$1,249,517    

 

=========  

=========    

LIABILITIES

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$    397,466  

$   242,414    

  Premium deposits and credits due customers

34,027  

32,273    

  Accounts payable

21,161  

16,257    

  Accrued expenses

74,534  

58,031    

  Current portion of long-term debt

       55,630  

       16,135    

    Total current liabilities

582,818  

365,110    

 

 

 

Long-term debt

214,179  

227,063    

 

 

 

Deferred income taxes, net

35,489  

24,859    

 

 

 

Other liabilities

11,830  

8,160    

 

 

 

SHAREHOLDERS' EQUITY

 

 

Common stock, par value $0.10 per share;

 

 

   authorized 280,000 shares;  issued and

 

 

   outstanding, 139,383 at 2005 and 138,318 at 2004

13,938  

13,832    

Additional paid-in capital

193,313  

180,364    

Retained earnings

552,647  

425,662    

Accumulated other comprehensive income

         4,446  

         4,467    

 

 

 

    Total shareholders' equity

      764,344  

     624,325    

 

 

 

Total liabilities and shareholders' equity

$1,608,660  

$1,249,517    

 

========  

========    

 

 

 

-5-