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 8, 2003

 

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)

 

 


Item 12.

Results of Operations and Financial Condition.

 

     On October 8, 2003, Brown & Brown, Inc. issued a press release announcing its results of operations for the third quarter ended September 30, 2003.  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 12 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, as amended, 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 8, 2003

 

   

 

 

 

                                                  News Release

                                                                                                    
Cory T. Walker
October 8, 2003                                                                           Chief Financial Officer 
                                                                                                     (386) 239-7250

BROWN & BROWN, INC. ATTAINS YET ANOTHER
NEW LEVEL OF RECORD EARNINGS

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) announced record quarterly earnings for the third quarter of 2003 of $26,051,000 compared with $20,178,000 recorded in the third quarter of 2002, an increase of 29.1%.  Net income per share rose 31.0% to $0.38 per share, compared with $0.29 per share in the third quarter of last year.  Total revenue for the quarter ended September 30, 2003 was up 20.7% to $133,545,000, compared with the revenue of $110,657,000 for the same quarter in 2002. 

Total revenue for the nine months ended September 30, 2003 was $416,139,000, compared with revenue for the same period in 2002 of $336,595,000, up 23.6%.  Net income for the nine months ended September 30, 2003 was $84,521,000, or $1.23 per share, compared with the $61,741,000, or $0.91 per share, posted during the same period last year.  This represents an increase of 35.2% in per share earnings.

J. Hyatt Brown, Chairman and CEO, commented, "Forty-three consecutive quarters of record earnings is a signal accomplishment.  Our results are a credit to our established strategy, and affirm the depth of expertise and dogged discipline of the men and women who comprise our winning team."

Jim W. Henderson, President and Chief Operating Officer noted, "Part of our corporate history is the successful acquisition of agencies in various stages of the insurance pricing cycle.  In the third quarter, we acquired three operations: Canfield and Associates, Inc.; Washington Insurance Services, Inc.; and The Hoffman Company.  More recently, we have experienced an increase in the number of agencies that have expressed an interest in joining Brown & Brown.  We believe that this activity is in part due to the current moderation of insurance pricing and the shrinkage of market access due to downgrades and dislocations of risk bearers.  We will continue to identify the best opportunities and invest in those evidencing sustainable earnings growth and high quality people."

Brown & Brown, Inc. and its subsidiaries offer a broad range of insurance and reinsurance products and services, as well as risk management, employee benefit administration, and managed health care programs. Providing service to business, public entity, individual and trade association clients nationwide, the Company is ranked by Business Insurance magazine as the United States' sixth largest independent insurance intermediary. Our Web address is www.bbinsurance.com. 

This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead represent only the Company's 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 and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. Further information concerning the Company and its business, including factors that potentially could materially affect the Company's financial results, 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; and the potential occurrence of a disaster that affects certain areas of the States of Arizona, California, Florida and/or New York, where significant portions of the Company's business are concentrated.  All forward-looking statements included in this press release are made only as of the date of this press release, and we do not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware. 

# # # # #

-2-

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

 

For the          

For the          

 

Three Months Ended

Nine Months Ended

 

September 30     

September 30    

 

2003  

2002   

2003   

2003   

REVENUES

 

 

 

 

Commissions and fees

$132,146

$109,799 

$413,656 

$334,887

Investment income

309

924 

1,084 

2,222

Other income (loss), net

      1,090

         (66) 

       1,399 

        (514)

    Total revenues

  133,545

  110,657 

  416,139 

  336,595

 

 

 

 

 

EXPENSES

 

 

 

 

Employee compensation and benefits

66,882

53,527 

201,215 

164,531

Non-cash stock grants compensation

375

1,463 

1,824 

3,025

Other operating expenses

17,479

15,815 

56,114 

47,173

Amortization

4,209

3,435 

12,963 

10,194

Depreciation

2,116

1,859 

6,062 

5,319

Interest

         858

      1,162 

      2,811 

       3,556

     Total expenses

   91,919

   77,261 

  280,989 

  233,798

 

 

 

 

 

Income before income taxes and minority interest

41,626

33,396 

135,150 

102,797

 

 

 

 

 

Income taxes

15,575

12,830 

50,629 

39,550

 

 

 

 

 

Minority interest, net of income tax

              -

         388 

             - 

       1,506

 

 

 

 

 

Net income

$ 26,051

$ 20,178 

$ 84,521 

$ 61,741

 

======

====== 

====== 

=======

Net income per share:

 

 

 

 

  Basic

$0.38

$0.30 

$1.24 

$0.92

 

====

==== 

==== 

====

  Diluted

$0.38

$0.29 

$1.23 

$0.91

 

====

==== 

==== 

====

Weighted average number of shares outstanding:

 

 

 

 

  Basic

68,532

68,266 

68,327 

66,979

 

=====

===== 

===== 

=====

  Diluted

68,995

68,994 

68,944 

67,745

 

=====

===== 

===== 

=====


- -3-

Brown & Brown, Inc.
INTERNAL GROWTH SCHEDULE
Core Commissions and Fees(1)
Three Months Ended September 30, 2003
  (in thousands)
(unaudited)

 

Quarter

Quarter

Total  

Total      

Less

Internal

 

Ended  

Ended 

Net   

Net       

Acquisition

Net

 

9/30/03 

9/30/02 

Change

Growth %

Revenues

Growth %

 

 

 

 

 

 

 

Florida Retail

$  34,732

$   31,417

$   3,315

    10.6%  

$       428

    9.2%

National Retail

36,130

31,765

4,365

  13.7%

     4,975

(1.9)%

Western Retail

      25,238

    19,479

      5,759

  29.6%

     5,370

  2.0%

     Total Retail

     96,100

    82,661

  13,439

   16.3% 

   10,773

  3.2%

 

 

 

 

 

 

 

Professional Programs

9,870

4,222

5,648

133.8%

     5,766

  (2.8)%

Special Programs

     10,698

      6,834

      3,864

  56.5%

     3,928

  (0.9)%

     Total Programs

      20,568

    11,056

        9,512

  86.0%

     9,694

  (1.6)%

 

 

 

 

 

 

 

Brokerage

6,691

5,821

870

  14.9%

          54

  14.0%

 

 

 

 

 

 

 

TPA Services

         7,585

      7,279

        306

      4.2%  

           -

      4.2% 

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

    and Fees (1)

$130,944

$106,817

$24,127

22.6%

$20,521

      3.4%

 

=======

=======

======

=====

======

=====

 

Reconciliation of Internal Growth Schedule
to Total Commissions and Fees
Included in the Consolidated Statements of Income
for the Three Months Ended September 30, 2003 and 2002
(in thousands)
(unaudited)

 

Quarter  
Ended   
9/30/03  

Quarter    
Ended     
9/30/02    

    

 

 

 

Total core commissions and

 

 

 

 

 

 

   fees(1)

$130,944  

$106,817  

 

 

 

 

Contingent commissions

1,202  

1,633  

 

 

 

 

Adjustment for upfront annual

 

 

 

 

 

 

  commissions (2)

-  

(492)  

 

 

 

 

Divested business

             -  

     1,841  

 

 

 

 

 

 

  

 

 

 

 

Total Commission & Fees

$132,146  

$109,799  

 

 

 

 

 

=======  

=======  

 

 

 

 

 

(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), (ii) adjustment for upfront annual commissions (explained below), and (iii) divested business (commissions and fees generated from offices, books of business or niches sold by the Company or terminated).

(2)  

Commissions from a Florida-based workers' compensation carrier that changed its agency commission payment policy from paying on a monthly basis to paying on an up-front annual basis only for year 2002.  Beginning January 1, 2003, this carrier reverted back to paying commissions on a monthly basis.

-4-

 

Brown & Brown, Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

 

September 30,

December 31,

 

2003      

2002      

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$  68,743  

$  91,247    

  Restricted cash

126,354  

79,796    

  Short-term investments

471  

446    

  Premiums, commissions and fees receivable

145,540  

144,244    

  Other current assets

   14,619  

    16,527    

    Total current assets

355,727  

332,260    

 

 

 

Fixed assets, net

25,209  

               24,730    

Goodwill, net

225,663  

176,269    

Other intangible assets, net

231,383  

203,984    

Investments

9,264  

8,585    

Deferred income taxes, net

-  

1,788    

Other assets

      6,780  

      6,733    

    Total assets

$854,026  

$754,349    

 

========  

========    

LIABILITIES

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$214,802  

$191,682    

  Premium deposits and credits due customers

17,292  

16,723    

  Accounts payable

8,055  

12,054    

  Accrued expenses

56,010  

46,586    

  Current portion of long-term debt

     25,663  

     27,334    

    Total current liabilities

321,822  

294,379    

 

 

 

Long-term debt

45,298  

57,585    

 

 

 

Deferred income taxes, net

2,262  

-    

 

 

 

Other liabilities

9,634  

8,943    

 

 

 

Minority Interest

-  

1,852    

 

 

 

SHAREHOLDERS' EQUITY

 

 

Common stock, par value $0.10 per share;

 

 

   authorized 280,000 shares;  issued and

 

 

   outstanding, 68,646 at 2003 and 68,178 at 2002

6,865  

6,818    

Additional paid-in capital

169,473  

159,564    

Retained earnings

295,825  

223,102    

Accumulated other comprehensive income

      2,847  

      2,106    

 

 

 

    Total shareholders' equity

  475,010  

  391,590    

 

 

 

Total liabilities and shareholders' equity

$854,026  

$754,349    

 

========  

========    

-5-