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 21, 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 April 21, 2008, Brown & Brown, Inc.issued a press release announcing its results of operations for the first quarter ended March 31, 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: April 21, 2008

 

                                               News Release

                                                                                                Cory T. Walker

     April 21, 2008                                                                     Chief Financial Officer 

                                                                                                (386) 239-7250

 

 

BROWN & BROWN, INC.

ANNOUNCES A 3.2% 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 first quarter of 2008.  Additionally, it announced that its commissions and fees revenues for the first quarter of 2008 increased 3.2% over the first quarter of 2007.

 

Net income for the first quarter of 2008 was $51,760,000 or $0.37 per share, compared with $59,727,000 or $0.42 per share for the same quarter of 2007.  Excluding the non-recurring gain of $8,840,000 on the sale of Rock-Tenn shares in the first quarter of 2007, net income for the first quarter of 2007 was $54,343,000 or $0.38 per share. 

 

Total revenues for the quarter ended March 31, 2008 were $256,715,000, compared with $258,513,000 recorded in the corresponding quarter of 2007.  Excluding the $8,840,000 non-recurring gain on the sale of stock of Rock-Tenn Company in the first quarter of 2007, total revenues for the quarter ended March 31, 2008 increased 2.8% over the adjusted total revenues in the corresponding quarter of 2007, which equaled $249,673,000.

 

J. Hyatt Brown, Chairman and Chief Executive Officer, noted, "Our results are not surprising given the continuation of the most difficult insurance market environment in recent memory.  We have great faith in the ability of our leaders at each of our decentralized office locations to continue to drive the sales and operating margins in the most effective manner given their local market environments.  This leadership depth is critical to our ability to continue industry-leading results even in the face of continued difficult market conditions."

 

Jim W. Henderson, Vice Chairman and Chief Operating Officer, added, "For the first quarter and April to date, we have announced the completion of 13 acquisitions with annualized revenue of $43.8 million. We believe this select group of agencies is the best in class and we are proud to have them join the team. The continued soft market is a catalyst for change and has stimulated an abundance of M & A opportunities. Our operating model and available liquidity combine to make us an attractive option for like-minded sellers."

 

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 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 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

For the Three Months Ended March 31, 2008 and 2007

(in thousands, except per share data)

(unaudited)

                             

 

2008    

2007   

REVENUES

 

 

Commissions and fees

$253,528

$245,559

Investment income

1,999

11,579

Other income, net

        1,188

       1,375

    Total revenues

   256,715

   258,513

 

 

 

EXPENSES

 

 

Employee compensation and benefits

121,187

110,810

Non-cash stock-based compensation

1,944

1,502

Other operating expenses

31,204

31,923

Amortization

11,116

9,502

Depreciation

3,246

3,040

Interest

     3,434

     3,634

     Total expenses

  172,131

  160,411

 

 

 

Income before income taxes

84,584

98,102

 

 

 

Income taxes

   32,824

   38,375

 

 

 

Net income

$ 51,760

$ 59,727

 

======

======

 

 

 

Net income per share:

 

 

  Basic

$0.37

$0.43

 

====

====

  Diluted

$0.37

$0.42

 

====

====

Weighted average number of shares outstanding:

 

 

  Basic

140,704

140,221

 

=====

=====

  Diluted

141,327

141,194

 

======

======

 

 

 

Dividends declared per share

$0.07

$0.06

 

-3-

   

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended March 31, 2008

  (in thousands)

(unaudited)

 

 

Quarter

Quarter

Total

Total

Less

Internal

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

Net

 

3/31/08

3/31/07

Change

Growth %

Revenues

Growth $

Growth %

 

 

 

 

 

 

 

 

Florida Retail

      $  41,635

$   43,891

$    (2,256)

    (5.1)%

$      921

$    (3,177)

   (7.2)%

National Retail

70,685

51,701

     18,984

   36.7%

   19,842

         (858)

   (1.7)%

Western Retail

    21,704

    22,426

        (722)

     (3.2)%

        262

        (984)

   (4.4)%

  Total Retail

  134,024

  118,018

    16,006

   13.6%

   21,025

     (5,019)

   (4.3)%

 

 

 

 

 

 

 

 

Wholesale Brokerage

37,039

37,267

         (228)

    (0.6)%

     4,979

     (5,207)

  (14.0)%

 

 

 

 

 

 

 

 

Professional Programs

10,385

10,438

          (53)

    (0.5)%

        -

          (53)

(0.5)%

Special Programs

    27,800

    24,484

     3,316

  13.5%

       131

     3,185

   13.0%

  Total National Programs

    38,185

     34,922

     3,263

    9.3%

       131

     3,132

     9.0%

 

 

 

 

 

 

 

 

Services

      7,933

      8,954

     (1,021)

  (11.4)%

            -

     (1,021)

  (11.4)%

 

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

 

    and Fees (1)

$217,181

$199,161

  $  18,020

      9.0%

$26,135

  $  (8,115)

   (4.1)%

 

=====

=====

=====

 

=====

=====

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended March 31, 2008 and 2007

(in thousands)

(unaudited)

 

 

Quarter

Quarter

 

Ended

Ended

 

3/31/08

3/31/07

Total core commissions and fees(1)

$217,181

$199,161

Contingent commissions

  36,347

  44,057

Divested business

              -

      2,341

 

 

 

Total commission & fees

$253,528

$245,559

 

======

======

 

 

(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)

 

 

March 31,

December 31,

 

2008

2007

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$      16,990

$       38,234

  Restricted cash and investments

   239,350

254,404

  Short-term investments

4,673

2,892

  Premiums, commissions and fees receivable

231,471

240,680

  Deferred income taxes

-

17,208

  Other current assets

       55,022

       33,964

    Total current assets

547,506

587,382

 

 

 

Fixed assets, net

62,199

62,327

Goodwill

896,544

846,433

Amortizable intangible assets, net

459,098

443,224

Other assets

       20,802

       21,293

    Total assets

$1,986,149

$1,960,659

 

========

========

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$   376,829

$   394,034

  Premium deposits and credits due customers

35,956

41,211

  Accounts payable

35,665

18,760

  Accrued expenses

52,472

90,599

  Current portion of long-term debt

       7,421

        11,519

    Total current liabilities

508,343

556,123

 

 

 

Long-term debt

252,627

227,707

 

 

 

Deferred income taxes, net

69,048

65,736

 

 

 

Other liabilities

14,300

13,635

 

 

 

Shareholders’ equity:

 

 

Common stock, par value $0.10 per share;

 

 

     authorized 280,000 shares;  issued and

 

 

       outstanding 140,724 at 2008 and 140,673 at 2007

14,072

14,067

  Additional paid-in capital

234,342

231,888

  Retained earnings

893,403

851,490

  Accumulated other comprehensive income

                14

                  13

 

 

 

    Total shareholders’ equity

  1,141,831

  1,097,458

 

 

 

    Total liabilities and shareholders’ equity

$1,986,149

$1,960,659

 

========

========

-5-