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 14, 2004

 

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 April 14, 2004, Brown & Brown, Inc. issued a press release announcing its results of operations for the first quarter ended March 31, 2004.  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: April 14, 2004

 

    

 

                                                                                    News Release

                                                                                    Cory T. Walker
April 14, 2004                                                            Chief Financial Officer
                                                                                    (386) 239-7250

 

 

 

BROWN & BROWN, INC.
ANNOUNCES A 20% INCREASE IN FIRST QUARTER EARNINGS PER SHARE


(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced a new record for its earnings per share in the first quarter.

Net income per share for the quarter ended March 31, 2004 was $0.53, an increase of 20.5% over the $0.44 in net income per share reported for the quarter ended March 31, 2003.  Net income rose to $36,348,000 for the first quarter of 2004, versus net income of $30,536,000 for the quarter ended March 31, 2003, an increase of 19.0%.

Total revenue for the quarter ended March 31, 2004 was up 14.4%, to $165,565,000, compared with $144,736,000 recorded in the corresponding quarter in 2003. This revenue increase was enhanced by a 41.8% increase in the contingent commissions earned in the first quarter of 2004 over the similar revenues earned in the corresponding quarter of 2003.

J. Hyatt Brown, Chairman and CEO, commented, “Our results for this past quarter are very pleasing.  A combination of reasonable internal growth and stronger acquisition activity allowed us to exceed our stated goal of 15% growth in earnings per share over the corresponding quarter in each year.  The Brown & Brown team continues its intense focus on providing quality sales and service to our many clients across the United States.”

Jim W. Henderson, President and Chief Operating Officer added, “So far in 2004, we have completed twelve acquisitions, representing sixteen entities with estimated annualized revenues of $52 million, which exceeds the amount of annualized revenues that we acquired in the full year of 2003.  More importantly, the early class of 2004 will operate, from day one, at a sustainable margin level generally expected from established Brown & Brown offices.  We are also pleased with the activity in the acquisition pipeline and the heightened level of interest, perhaps driven in part by market conditions.  Additionally, consistent with prior years, purchasing agency assets with cash continues to be the most favorable financial approach for us, with agency pricing based on sustainable earnings.”

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 and 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; the potential occurrence of a disaster that affects certain areas of the States of Arizona, California, Florida, New Jersey, New York and/or Washington, where significant portions of the Company’s business are concentrated; the actual costs of resolution of contingent liabilities; and those factors relevant to Brown & Brown's consummation and integration of the announced acquisition, including any matters analyzed in the due diligence process, material adverse changes in the customers of the company whose operations are being acquired, material adverse changes in the business and financial condition of either or both companies and their respective customers, and substantial delay in the expected closing of the transaction.  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. 



# # # # #

 

 

 

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Brown & Brown, Inc.
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31, 2004 and 2003
(in thousands, except per share data)
(unaudited)

 
                       
                 

 

2004  

2003  

REVENUES

 

 

Commissions and fees

$164,314

$144,252

Investment income

688

333

Other income, net

        563

        151

    Total revenues

  165,565

  144,736

 

 

 

EXPENSES

 

 

Employee compensation and benefits

76,282

68,241

Non-cash stock grant compensation

845

       817 

Other operating expenses

21,396

19,406

Amortization

4,817

4,337

Depreciation

2,154

1,927

Interest

        711

    1,007

     Total expenses

  106,205

  95,735

 

 

 

Income before income taxes

59,360

49,001

 

 

 

Income taxes

   23,012

   18,465

 

 

 

Net income

$ 36,348

$ 30,536

 

======

======

Net income per share:

 

 

  Basic

$0.53

$0.45

 

====

====

  Diluted

$0.53

$0.44

 

====

===

Weighted average number of shares outstanding:

 

 

  Basic

68,681

68,173

 

=====

=====

  Diluted

69,207

68,931

 

=====

=====

 

 

 

 

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Brown & Brown, Inc.
INTERNAL GROWTH SCHEDULE
Core Commissions and Fees(1)
Three Months Ended March 31, 2004
  (in thousands)
(unaudited)

 

 

Quarter

Quarter

Total

Total

Less

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

 

3/31/04

3/31/03

Change

Growth %

Revenues

Growth %

 

 

 

 

 

 

 

Florida Retail

$  34,219

$  31,633

$  2,586

      8.2%

$      150

    7.7%

National Retail

41,004

35,795

     5,209

    14.6%

     6,312

  (3.1)%

Western Retail

    26,123

    22,711

    3,412

    15.0%

     2,262

    5.1%

     Total Retail

  101,346

    90,139

  11,207

    12.4%

     8,724

    2.8%

 

 

 

 

 

 

 

Professional Programs

10,316

9,440

876

     9.3%

            -

   9.3%

Special Programs

    11,781

    10,182

    1,599

   15.7%

     2,231

  (6.2)%

     Total Programs

    22,097

    19,622

    2,475

   12.6%

     2,231

   1.2%

 

 

 

 

 

 

 

Brokerage

8,630

6,891

1,739

   25.2%

        854

  12.8%

 

 

 

 

 

 

 

TPA Services

      6,465

      5,705

      760

   13.3%

            -

  13.3%

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

    and Fees (1)

$138,538

$122,357

$16,181

  13.2%

$11,809

   3.6%

 

=======

=======

======

=====

======

=====

 

 

 

 

Reconciliation of Internal Growth Schedule
to Total Commissions and Fees
Included in the Consolidated Statements of Income
for the Three Months Ended March 31, 2004 and 2003
(in thousands)
(unaudited)
 

 

 

Quarter  

Quarter  

 

Ended  

Ended  

 

3/31/04  

3/31/03  

 

 

 

Total core commissions and fees(1)

$138,538

$122,357

Contingent commissions

25,776

18,173

Divested business

             -

     3,722

 

 

 

Total Commission & Fees

$164,314

$144,252

 

=======

=======

 

(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).


 

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

                                                                         

 

March 31, 

December 31,

 

2004    

2003      

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$  18,447

$   56,926

  Restricted cash

120,541

116,543

  Short-term investments

394

382

  Premiums, commissions and fees receivable

146,435

146,672

  Other current assets

    17,834

    22,943

    Total current assets

303,651

343,466

 

 

 

Fixed assets, net

33,435

32,396

Goodwill, net

287,411

237,753

Amortizable intangible assets, net

280,249

232,934

Investments

8,949

10,845

Other assets

      6,925

      8,460

    Total assets

$920,620

$865,854

 

=======

=======

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$204,021

$199,628

  Premium deposits and credits due customers

25,160

22,223

  Accounts payable

35,362

11,282

  Accrued expenses

39,616

49,691

  Current portion of long-term debt

    18,346

    18,692

    Total current liabilities

322,505

301,516

 

 

 

Long-term debt

37,526

41,107

 

 

 

Deferred income taxes, net

13,713

15,018

 

 

 

Other liabilities

10,771

10,178

 

 

 

Shareholders’ equity:

 

 

  Common stock, par value $0.10 per share;
     authorized 280,000 shares;  issued and
     outstanding, 68,788 at 2004 and 68,561 at 2003



6,879



6,856

  Additional paid-in capital

177,725

170,130

  Retained earnings

348,357

316,822

  Accumulated other comprehensive income

      3,144

      4,227

 

 

 

    Total shareholders’ equity

  536,105

  498,035

 

 

 

    Total liabilities and shareholders’ equity

$920,620

$865,854

 

=======

=======

 

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