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 8, 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 February 8, 2008, Brown & Brown, Inc. issued a press release announcing its results of operations for the fourth quarter and 2007 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 8, 2008

  

                                              News Release

                                                                                                Cory T. Walker

     February 8, 2008                                                                Chief Financial Officer

                                                                                                (386) 239-7250

 

 

BROWN & BROWN, INC.

ANNOUNCES A 1.2% INCREASE IN FOURTH QUARTER REVENUES

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced its net income for the fourth quarter of 2007 of $33,004,000, or $0.23 per share, a decrease of 12.3% from the $37,623,000, or $0.27 per share, reported for the quarter ended December 31, 2006. Total revenue for the quarter ended December 31, 2007 was $217,226,000, compared with 2006 fourth-quarter revenue of $214,650,000, an increase of 1.2%.

 

Total revenue for the twelve months ended December 31, 2007 was $959,667,000, compared with revenue of $878,004,000 for the corresponding period in 2006, up 9.3%. Net income for the twelve months of 2007 was $190,959,000, versus $172,350,000 during the comparable 2006 period, an increase of 10.8%.  Net income per share for the twelve months ended December 31, 2007 was $1.35, versus the $1.22 per share posted during the same period in 2006, an increase of 10.7%.

 

J. Hyatt Brown, Chairman and Chief Executive Officer, noted, "The fourth quarter of 2007 was a very challenging quarter.  Property and Casualty lines of insurance continued to renew at 15% to 30% less than expiring premiums.  New business production was in line with expectations but not sufficient to make up the price reductions across the states in which we operate.  These price reductions are of course good news for our insureds.  For the year of 2007, our net income per share was up a respectable 10.7%."

 

Jim W. Henderson, Vice Chairman and Chief Operating Officer, added, "We are very pleased to report an increase in merger and acquisitions activity  with 20 transactions and $61.2 million in estimated annualized revenues acquired during the period extending from the fourth quarter of 2007 through the first 40 days of 2008.  During the 2007 calendar year, we acquired approximately $107.0 of annualized revenues, a 90% increase over 2006.  There is a general improvement in the merger and acquisitions environment, and as such, acquisitions will continue to be a bright spot in our long-term growth plans."

 

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 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 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 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 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

 

 

 

 

 

 

 

2007

2006

 

2007

2006

REVENUES

 

 

 

 

 

Commissions and fees

$213,194

$210,763

 

$914,650

$864,663

Investment income

2,639

3,096

 

30,494

11,479

Other income, net

  __1,393

        791

 

      14,523

         1,862

    Total revenues

  217,226

  214,650

 

  959,667

  878,004

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Employee compensation and benefits

110,164

100,160

 

444,101

404,891

Non-cash stock-based compensation

1,340

815

 

5,667

5,416

Other operating expenses

34,962

35,887

 

131,371

126,492

Amortization

10,638

9,431

 

40,436

36,498

Depreciation

3,271

3,007

 

12,763

11,309

Interest

     3,357

     3,277

 

    13,802

  _   13,357

     Total expenses

  163,732

  152,577

 

  648,140

  597,963

 

 

 

 

 

 

Income before income taxes

53,494

62,073

 

311,527

280,041

 

 

 

 

 

 

Income taxes

     20,490

   24,450

 

    120,568

    107,691

 

 

 

 

 

 

     Net income

$ 33,004

$ 37,623

 

$190,959

$ 172,350

 

======

======

 

=======

=======

Net income per share:

 

 

 

 

 

  Basic

$0.23

$0.27

 

$1.36

$1.23

 

====

====

 

====

====

  Diluted

$0.23

$0.27

 

$1.35

$1.22

 

====

====

 

====

====

Weighted average number of shares outstanding:

 

 

 

 

 

  Basic

140,701

139,969

 

140,476

139,634

 

======

======

 

======

======

  Diluted

141,355

141,227

 

141,257

141,020

 

======

======

 

======

======

Dividends declared per share

$0.07

$0.06

 

$0.25

$0.21

 

====

====

 

====

====

 

                                                                                             - -3-

 

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended December 31, 2007

  (in thousands)

(unaudited)

 

 

 

Quarter

Quarter

Total

Total

Less

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

 

12/31/07

12/31/06

Change

Growth %

Revenues

Growth %

 

 

 

 

 

 

 

Florida Retail

$   41,250

  $    45,347

$ (4,097)

    (9.0)%

$        982

     (11.2)%

National Retail

62,241

    48,236

14,005

    29.0%

     15,450

      (3.0)%

Western Retail

    21,910

      23,793

  _(1,883)

      (7.9)%

           80

      (8.3)%

  Total Retail

  125,401

   117,376

     8,025

      6.8%

     16,512

      (7.2)%

 

 

 

 

 

 

 

Professional Programs

11,630

10,980

650

      5.9%

         47

     5.5%

Special Programs

    31,253

    32,921

    (1,668)

      (5.1)%

        10

     (5.1)%

    Total National Programs

    42,883

    43,901

    (1,018)

       (2.3)%

        57

     (2.4)%

 

 

 

 

 

 

 

  Wholesale Brokerage

34,988

37,382

(2,394)

      (6.4)%

     3,454

    (15.6)%

 

 

 

 

 

 

 

  Services

       7,977

      8,702

      (725)

      (8.3)%

           -

      (8.3)%

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

    and Fees (1)

$211,249

$207,361

$  3,888

        1.9%

$20,023

      (7.8)%

 

======

======

=====

 

=====

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended December 31, 2007 and 2006

(in thousands)

(unaudited)

 

 

 

Quarter

Quarter

 

Ended

Ended

 

12/31/07

12/31/06

 

 

 

Total core commission and fees(1)

$211,249

$207,361

Contingent commissions

      1,945

         885

 

 

 

Total commissions & fees

$213,194

$210,763

 

=======

=======

 

 

(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).

-4-

 

Brown & Brown, Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

 

 

December 31,

December 31,

 

2007

2006

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$     38,234   

$        88,490  

  Restricted cash and investments

   254,404

242,187

  Short-term investments

2,892

2,909

  Premiums, commissions and fees receivable

240,680

282,440

  Deferred income taxes

17,208

                  -

  Other current assets

      33,964

       32,180

    Total current assets

587,382

648,206

 

 

 

Fixed assets, net

62,327

44,170

Goodwill

846,433

684,521

Amortizable intangible assets, net

443,224

396,069

Investments

355

15,826

Other assets

       20,938

       19,160

    Total assets

$1,960,659

$1,807,952

 

=======

========

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$     394,034

$    435,449

  Premium deposits and credits due customers

41,211

33,273

  Accounts payable

  18,760

17,854

  Accrued expenses

90,599

86,009

  Current portion of long-term debt

       11,519

       18,082

    Total current liabilities

556,123

590,667

 

 

 

Long-term debt

227,707

226,252

 

 

 

Deferred income taxes, net

65,736

49,721

 

 

 

Other liabilities

13,635

11,967

 

 

 

Shareholders' equity:

 

 

  Common stock, par value $0.10 per share;

 

 

     authorized 280,000 shares;  issued and

 

 

     outstanding 140,673 at 2007 and 140,016 at 2006

14,067

14,002

  Additional paid-in capital

231,888

210,543

  Retained earnings

851,490

695,656

  Accumulated other comprehensive income

        __13

         9,144

 

 

 

    Total shareholders' equity

   1,097,458

     929,345

 

 

 

    Total liabilities and shareholders' equity

$1,960,659

$1,807,952

 

========

========

                                                                       

-5-