UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the |
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Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): July 18, 2005 |
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BROWN & BROWN, INC. |
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(Exact name of registrant as specified in its charter) |
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Florida |
0-7201 |
59-0864469 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
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Identification No.) |
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220 South Ridgewood Avenue, Florida 32114 |
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(Address of principal executive offices) (Zip Code) |
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Registrant's telephone number, including area code: (386) 252-9601 |
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N/A |
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(Former name or former address, if changed since last report) |
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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: |
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] 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. |
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On July 18, 2005, Brown & Brown, Inc.issued a press release announcing its results of operations for the second quarter ended June 30, 2005. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. |
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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. |
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SIGNATURES |
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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. |
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BROWN & BROWN, INC.
(Registrant)
By: /S/ CORY T. WALKER
Cory T. Walker, Chief Financial Officer
Date: July 18, 2005
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News Release |
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Cory T. Walker |
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Chief Financial Officer |
July 18, 2005 |
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(386) 239-7250 |
BROWN & BROWN, INC. |
SECOND QUARTER RESULTS ACHIEVE NEW RECORDS |
FOR REVENUES AND INCOME |
(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) announced net income for the second quarter of 2005 of $37,033,000, or $0.53 per share, an increase of 15.2% from the $32,153,000, or $0.46 per share, reported for the quarter ended June 30, 2004. Total revenue for the quarter ended June 30, 2005 was $195,931,000, compared with 2004 second-quarter revenue of $157,942,000 an increase of 24.1%. |
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Total revenue for the first half of 2005 was $398,305,000, compared with six months ended June 30, 2004 revenue of $323,507,000, up 23.1%. Net income for the first six months of 2005 was $80,051,000, versus $68,501,000 during the comparable 2004 period, an increase of 16.9%. Net income per share for the six months ended June 30, 2005 was $1.15, versus the $0.99 per share posted during the same 2004 period, an increase of 16.2%. |
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J. Hyatt Brown, Chairman and CEO, noted, "We continue to be quite pleased with the results generated by our outstanding team of insurance professionals. These results are even more impressive given the softening and compression of insurance premium rates in virtually all parts of the country. In some regions, such as Florida, this decline in rates is being slightly offset by an increase in business exposure units, created by an improving economy. We anticipate that we will continue to meet the challenge of these market changes as they arise." |
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President and Chief Operating Officer Jim W. Henderson added, "We completed two small transactions in the second quarter that increased our annualized acquired revenue to approximately $94 million for the first six months of 2005. We continue to be pleased with the number and quality of acquisition prospects in the pipeline. As the market continues to soften, it requires us to be even more vigilant in evaluating the long-term sustainability of the margins and earning power of each acquisition candidate." |
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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 |
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Company is ranked by Business Insurance magazine as the United States' eighth largest independent insurance intermediary. The Company's Web address is www.bbinsurance.com. |
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This press release may contain certain 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 compensation received from insurance carriers. All forward-looking statements made during any conference call or web cast are made only as of the date of such conference call and web cast, 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 |
(in thousands, except per share data) |
(unaudited) |
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For the |
For the |
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Three Months Ended |
Six Months Ended |
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June 30 |
June 30 |
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2005 |
2004 |
2005 |
2004 |
REVENUES |
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Commissions and fees |
$192,738 |
$156,749 |
$393,053 |
$321,063 |
Investment income |
1,524 |
333 |
2,489 |
1,021 |
Other income, net |
1,669 |
860 |
2,763 |
1,423 |
Total revenues |
195,931 |
157,942 |
398,305 |
323,507 |
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EXPENSES |
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Employee compensation and benefits |
94,100 |
76,270 |
184,484 |
152,552 |
Non-cash stock grant compensation |
788 |
665 |
1,679 |
1,510 |
Other operating expenses |
25,980 |
19,983 |
53,122 |
41,379 |
Amortization |
8,357 |
5,483 |
15,892 |
10,300 |
Depreciation |
2,527 |
2,269 |
4,894 |
4,423 |
Interest |
3,711 |
743 |
7,253 |
1,454 |
Total expenses |
135,463 |
105,413 |
267,324 |
211,618 |
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Income before income taxes |
60,468 |
52,529 |
130,981 |
111,889 |
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Income taxes |
23,435 |
20,376 |
50,930 |
43,388 |
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Net income |
$ 37,033 |
$ 32,153 |
$ 80,051 |
$ 68,501 |
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Net income per share: |
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Basic |
$0.54 |
$0.47 |
$1.16 |
$1.00 |
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Diluted |
$0.53 |
$0.46 |
$1.15 |
$0.99 |
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Weighted average number of shares outstanding: |
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Basic |
69,156 |
68,790 |
69,159 |
68,736 |
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Diluted |
69,738 |
69,370 |
69,724 |
69,283 |
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Dividends declared per share |
$0.08 |
$0.07 |
$0.16 |
$0.14 |
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Brown & Brown, Inc. |
INTERNAL GROWTH SCHEDULE |
Core Commissions and Fees(1) |
Three Months Ended June 30, 2005 |
(in thousands) |
(unaudited) |
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Less |
Internal |
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Ended |
Ended |
Net |
Net |
Acquisition |
Net |
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6/30/05 |
6/30/04 |
Change |
Growth % |
Revenues |
Growth % |
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Florida Retail |
$ 40,989 |
$ 35,928 |
$ 5,061 |
14.1% |
$ 1,827 |
9.0% |
National Retail |
51,541 |
47,225 |
4,316 |
9.1% |
4,452 |
(0.3)% |
Western Retail |
25,830 |
28,802 |
(2,972) |
(10.3)% |
113 |
(10.7)% |
Total Retail |
118,360 |
111,955 |
6,405 |
5.7% |
6,392 |
0.0% |
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Professional Programs |
9,515 |
10,087 |
(572) |
(5.7)% |
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(5.7)% |
Special Programs |
20,335 |
14,659 |
5,676 |
38.7% |
3,768 |
13.0% |
Total Programs |
29,850 |
24,746 |
5,104 |
20.6% |
3,768 |
5.4% |
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Brokerage |
34,077 |
8,322 |
25,755 |
309.5% |
24,117 |
19.7% |
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TPA Services |
6,449 |
6,086 |
363 |
6.0% |
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6.0% |
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Total Core Commissions |
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and Fees (1) |
$188,736 |
$151,109 |
$37,627 |
24.9% |
$34,277 |
2.2% |
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Reconciliation of Internal Growth Schedule |
to Total Commissions and Fees |
Included in the Consolidated Statements of Income |
for the Three Months Ended June, 2005 and 2004 |
(in thousands) |
(unaudited) |
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Quarter |
Quarter |
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Ended |
Ended |
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6/30/05 |
6/30/04 |
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Total core commissions and fees(1) |
$188,736 |
$151,109 |
Contingent commissions |
4,002 |
3,522 |
Divested business |
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2,118 |
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Total commission & fees |
$192,738 |
$156,749 |
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(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) |
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June 30, |
December 31, |
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2005 |
2004 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ 42,940 |
$ 188,106 |
Restricted cash and investments |
236,504 |
147,483 |
Short-term investments |
2,831 |
3,163 |
Premiums, commissions and fees receivable |
217,209 |
172,395 |
Other current assets |
24,280 |
28,819 |
Total current assets |
523,764 |
539,966 |
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Fixed assets, net |
38,489 |
33,438 |
Goodwill |
523,610 |
360,843 |
Amortizable intangible assets, net |
363,543 |
293,009 |
Investments |
7,940 |
9,328 |
Other assets |
10,090 |
12,933 |
Total assets |
$1,467,436 |
$1,249,517 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Current liabilities: |
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Premiums payable to insurance companies |
$ 370,431 |
$242,414 |
Premium deposits and credits due customers |
24,002 |
32,273 |
Accounts payable |
20,744 |
16,257 |
Accrued expenses |
52,994 |
58,031 |
Current portion of long-term debt |
49,699 |
16,135 |
Total current liabilities |
517,870 |
365,110 |
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Long-term debt |
220,246 |
227,063 |
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Deferred income taxes, net |
25,555 |
24,859 |
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Other liabilities |
9,078 |
8,160 |
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Shareholders' equity: |
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Common stock, par value $0.10 per share; |
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authorized 280,000 shares; issued and |
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outstanding 69,143 at 2005 and 69,159 at 2004 |
6,914 |
6,916 |
Additional paid-in capital |
189,371 |
187,280 |
Retained earnings |
494,649 |
425,662 |
Accumulated other comprehensive income |
3,753 |
4,467 |
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Total shareholders' equity |
694,687 |
624,325 |
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Total liabilities and shareholders' equity |
$1,467,436 |
$1,249,517 |
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