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 17, 2008

 

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 17, 2008, Brown & Brown, Inc. issued a press release announcing its results of operations for the second quarter ended June 30, 2008.  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 17, 2008

 

                                             News Release
                                                                                                Cory T. Walker
July 17, 2008                                                                           Chief Financial Officer
                                                                                                (386) 239-7250

 

BROWN & BROWN, INC.
ANNOUNCES A 3.6% INCREASE IN COMMISSIONS AND FEES REVENUES

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced its net income and net income per share for the second quarter of 2008.  Additionally, it announced that its total commissions and fees revenues for the second quarter of 2008 increased 3.6% over the second quarter of 2007.

Net income for the second quarter of 2008 was $40,398,000, or $0.29 per share, compared with $52,012,000, or $0.37 per share for the same quarter of 2007. Excluding the non-recurring gain of $9,823,000 on the sale of Rock-Tenn shares in the second quarter of 2007, net income for the second quarter of 2007 was $45,969,000, or $0.33 per share.  Total revenue for the second quarter ended June 30, 2008 was $241,720,000, compared with 2007 second-quarter revenue of $246,644,000.  Excluding the non-recurring gain of $9,823,000 on the sale of Rock-Tenn shares in the second quarter of 2007, total revenues for the second quarter of 2008 increased 2.1% over the adjusted total revenues in the corresponding quarter of 2007, which equaled $236,821,000.
 

Total revenue for the six-months ended June 30, 2008 was $498,435,000, compared with the total revenues for the first half of 2007 of $505,157,000.  Excluding the non-recurring gain of $18,664,000 on the sale of Rock-Tenn shares in the first half of 2007, total revenues for the first six-month period of 2008 increased 2.5% over the adjusted total revenues in the corresponding period of 2007, which equaled $486,493,000.  Net income for the six-month period ended June 30, 2008 was $92,158,000, or $0.65 per share, compared with $111,739,000, or $0.79 per share for the same period of 2007. Excluding the non-recurring gain of $18,664,000 on the sale of Rock-Tenn shares in the first half of 2007, net income for the six-month period ended June 30, 2008 was $92,158,000 compared to the adjusted net income of the comparable period in 2007 of $100,312,000.

J. Hyatt Brown, Chairman and Chief Executive Officer, noted, "Our results for the quarter were reflective of the continuing soft market.  The general economic slowdown varies in degree across our 38 states footprint, but is causing reductions in renewal exposure units in most locations and in most classes of business.  Even with this dual headwind, Brown & Brown has shown a dogged commitment to growth and margins.  The good news is we think 2009 should be better."
 

Jim W. Henderson, Vice Chairman and Chief Operating Officer, added, "The second quarter of 2008 was one of our more active periods for acquisitions with 13 transactions closing, representing $47.5 million in estimated annualized revenues.  For the year, we have closed 25 transactions with estimated annualized revenues of $79.0 million.  We are very proud of the high-quality class of agencies that have elected to join us.  The number of prospects for M&A continues to be very encouraging."

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, quasi-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 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 recent 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, Georgia, 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. 

 

# # #

Brown & Brown, Inc.
CONSOLIDATED STATEMENTS OF INCOME
  (in thousands, except per share data)
(unaudited)
 

 

For the

 

For the

 

Three Months Ended

 

Six Months Ended

 

June 30

 

June 30

 

2008

2007

 

2008

2007

REVENUES

 

 

 

 

 

Commissions and fees

$238,835

$230,476

 

$492,363

$476,035

Investment income

1,909

12,990

 

3,908

24,569

Other income, net

          976

  __3,178

 

    2,164

    4,553

    Total revenues

   241,720

  246,644

 

498,435

505,157

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Employee compensation and benefits

120,514

112,636

 

241,701

223,446

Non-cash stock-based compensation

1,800

1,334

 

3,744

2,836

Other operating expenses

34,384

31,558

 

65,588

63,481

Amortization

11,392

9,965

 

22,508

19,467

Depreciation

3,292

3,239

 

6,538

6,279

Interest

     3,744

     3,416

 

     7,178

    7,050

     Total expenses

  175,126

  162,148

 

  347,257

  322,559

 

 

 

 

 

 

Income before income taxes

66,594

84,496

 

151,178

182,598

 

 

 

 

 

 

Income taxes

   26,196

   32,484

 

   59,020

    70,859

 

 

 

 

 

 

Net income

$ 40,398

$ 52,012

 

$ 92,158

$111,739

 

======

======

 

======

=======

Net income per share:

 

 

 

 

 

  Basic

$0.29

$0.37

 

$0.65

$0.80

 

====

====

 

====

=====

  Diluted

$0.29

$0.37

 

$0.65

$0.79

 

====

====

 

====

====

Weighted average number of shares outstanding:

 

 

 

 

 

  Basic

140,723

140,384

 

140,713

140,303

 

======

======

 

======

======

  Diluted

141,265

141,120

 

141,330

141,170

 

======

======

 

======

======

Dividends declared per share

$0.07

$0.06

 

$0.14

$0.12

 

====

====

 

====

====

 

 

Brown & Brown, Inc.
INTERNAL GROWTH SCHEDULE
Core Commissions and Fees(1)
Three Months Ended June 30, 2008
  (in thousands)
(unaudited)

 

 

Quarter

Quarter

Total

Total

Less

Internal

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

Net

 

6/30/08

6/30/07

Change

Growth %

Revenues

Growth $

Growth %

 

 

 

 

 

 

 

 

Florida Retail

      $  45,806

$   50,858

$    (5,052)

    (9.9)%

$      2,827

$    (7,879)

   (15.5)%

National Retail

73,920

63,847

    10,073

   15.8%

   14,393

         (4,320)

   (6.8)%

Western Retail

    24,588

    23,898

         690

     2.9%

        3,587

        (2,897)

   (12.1)%

  Total Retail

  144,314

  138,603

      5,711

   4.1%

      20,807

      (15,096)

   (10.9)%

 

 

 

 

 

 

 

 

Wholesale Brokerage

44,362

45,369

      (1,007)

    (2.2)%

     5,294

     (6,301)

  (13.9)%

 

 

 

 

 

 

 

 

Professional Programs

9,353

9,080

          273

    3.0%

        -

          273

3.0%

Special Programs

    27,412

    22,599

     4,813

  21.3%

       147

     4,666

   20.6%

  Total National Programs

    36,765

    31,679

     5,086

    16.1%

       147

     4,939

     15.6%

 

 

 

 

 

 

 

 

Services

      7,982

      9,184

    (1,202)

  (13.1)%

            -

     (1,202)

  (13.1)%

 

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

 

    and Fees (1)

$233,423

$224,835

$  8,588

3.8%

$26,248

$  (17,660)

(7.9)%

 

=====

=====

=====

 

====

=====

 

 

Reconciliation of Internal Growth Schedule
to Total Commissions and Fees
Included in the Consolidated Statements of Income
for the Three Months Ended June 30, 2008 and 2007
(in thousands)
(unaudited)

 

 

Quarter

Ended

6/30/08

Quarter

Ended

6/30/07

Total core commissions and fees(1)

$233,423

$224,835

Contingent commissions

  5,412

  2,746

Divested business

              -

        2,895

 

 

 

Total commission & fees

$238,835

$230,476

 

=====

=====

 

(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).

Brown & Brown, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
                                                                                                  

 

June 30,

December 31,

 

2008

2007

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$              -           

  $     38,234

  Restricted cash and investments

   215,630

254,404

  Short-term investments

6,625

2,892

  Premiums, commissions and fees receivable

264,166

240,680

  Deferred income taxes

-

17,208

  Other current assets

       42,880

       33,964

    Total current assets

529,301

587,382

 

 

 

Fixed assets, net

64,223

62,327

Goodwill

978,796

846,433

Amortizable intangible assets, net

484,311

443,224

Other assets

       16,202

       21,293

    Total assets

$2,072,833

$1,960,659

 

=======

=======

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$   421,173

$    394,034

  Premium deposits and credits due customers

32,243

41,211

  Accounts payable

24,121

18,760

  Accrued expenses

73,697

90,599

  Current portion of long-term debt

       7,070

       11,519

    Total current liabilities

558,304

556,123

 

 

 

Long-term debt

253,649

227,707

 

 

 

Deferred income taxes, net

74,459

65,736

 

 

 

Other liabilities

12,228

13,635

 

 

 

Shareholders' equity:

 

 

  Common stock, par value $0.10 per share;
     authorized 280,000 shares;  issued and
     outstanding 140,708 at 2008 and 140,673 at 2007

 

14,071

 

14,067

  Additional paid-in capital

236,163

231,888

  Retained earnings

923,951

851,490

  Accumulated other comprehensive income

               8

               13

 

 

 

    Total shareholders' equity

  1,174,193

  1,097,458

 

 

 

    Total liabilities and shareholders' equity

$2,072,833

$1,960,659

 

=======

=======