UNITED STATES

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 14, 2008

BROWN & BROWN, INC.


(Exact name of registrant as specified in its charter)

 

 

 

 

Florida

 

 

001-13619

 

 

59-0864469

 

 


 


 


 

(State or other jurisdiction

 

 

(Commission File Number)

 

 

(IRS Employer

 

 

of incorporation)

 

 

 

 

 

Identification No.)

 

 

 

220 South Ridgewood Avenue, Daytona Beach, 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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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 October 20, 2008, Brown & Brown, Inc. issued a press release announcing its results of operations for the third quarter ended September 30, 2008.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

On October 14, 2008, Brown & Brown, Inc. released certain preliminary incomplete financial data for the third quarter ended September 30, 2008.  A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

The information furnished herewith pursuant to Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2, shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), 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, or the Exchange Act, whether made before or after the date of this Current Report, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

 

Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following are furnished herewith:

 

Exhibit No.                            Description

99.1                                         Press Release dated October 20, 2008.

99.2                                         Press Release dated October 14, 2008.

                                               

 

  

 

 


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)

 

 

Date:    October 20, 2008                                                     By:  /s/ Cory T. Walker                                      

                                                                                                      Cory T. Walker

      Sr. Vice President, Chief Financial Officer and

      Treasurer


EXHIBIT INDEX

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press Release dated October 20, 2008.

99.2

 

Press Release dated October 14, 2008.

 

 

 

 

 

# 5710954_v1

EXHIBIT  99.1

 

  

                                              News Release
                                                                                                Cory T. Walker
October 20, 2008                                                                    Chief Financial Officer
                                                                                                (386) 239-7250

 

BROWN & BROWN, INC.

ANNOUNCES AN 8.1% 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 third quarter of 2008.  Additionally, it announced that its total commissions and fees revenues for the third quarter of 2008 increased 8.1% over the third quarter of 2007.

 

Net income for the third quarter of 2008 was $40,593,000, or $0.29 per share, compared with $46,216,000, or $0.33 per share for the same quarter of 2007.  Total revenues for the third quarter ended September 30, 2008 were $247,029,000, compared with 2007 third-quarter revenue of $237,284,000. 

 

Total revenues for the nine months ended September 30, 2008 were $745,464,000, compared with the total revenues for the first nine months of 2007 of $742,441,000.  Excluding the non-recurring gain of $18,664,000 on the sale of shares of Rock-Tenn Company in the first nine months of 2007, total revenues for the nine-month period of 2008 increased 3.0% over the adjusted total revenues in the corresponding period of 2007, which equaled $723,778,000.  Net income for the nine-month period ended September 30, 2008 was $132,751,000, or $0.94 per share, compared with $157,955,000, or $1.12 per share for the same period of 2007. Excluding the non-recurring gain of $18,664,000 on the sale of shares of Rock-Tenn Company in the first nine months of 2007, net income for the nine-month period ended September 30, 2008 was $132,751,000 compared to the adjusted net income for the comparable period in 2007 of $146,542,000.

 

J. Hyatt Brown, Chairman and Chief Executive Officer, noted, "We are pleased with our third-quarter results as our industry continues to stare into the abyss of falling rates for property and casualty coverages.  The joker in the deck on a forward-looking basis is the economy.  Notwithstanding the course of recent events, we remain optimistic about the future."

 

Jim W. Henderson, Vice Chairman and Chief Operating Officer, added, "Since the second quarter of 2008 we closed on 14 transactions, representing $22.4 million in estimated annualized revenues.  For the year, we have closed 44 transactions with estimated annualized revenues of $100.2 million.  Soft market conditions and a challenging economy are factors prompting a favorable increase in M&A activity."

 

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' seventh 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 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

  (in thousands, except per share data)

(unaudited)

                         

   

For the
Three Months Ended
September 30

 

For the
Nine Months Ended
September 30

 

2008

2007

 

2008

2007

REVENUES

 

 

 

 

 

Commissions and fees

$243,766

$225,421

 

$736,129

$701,456

Investment income

1,228

3,286

 

5,136

27,855

Other income, net

  __2,035

  __8,577

 

      4,199

      13,130

    Total revenues

  247,029

  237,284

 

  745,464

  742,441

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Employee compensation and benefits

122,172

110,491

 

363,873

333,937

Non-cash stock-based compensation

1,819

1,491

 

5,563

4,327

Other operating expenses

36,405

32,928

 

101,993

96,409

Amortization

12,281

10,331

 

34,789

29,798

Depreciation

3,391

3,213

 

9,929

9,492

Interest

     3,867

     3,395

 

    11,045

    10,445

     Total expenses

  179,935

  161,849

 

  527,192

  484,408

 

 

 

 

 

 

Income before income taxes

67,094

75,435

 

218,272

258,033

 

 

 

 

 

 

Income taxes

    26,501

    29,219

 

    85,521

    100,078

 

 

 

 

 

 

Net income

$ 40,593

$ 46,216

 

$132,751

$157,955

 

======

======

 

======

======

Net income per share:

 

 

 

 

 

  Basic

$0.29

$0.33

 

$0.94

$1.13

 

====

====

 

====

====

  Diluted

$0.29

$0.33

 

$0.94

$1.12

 

====

====

 

====

====

Weighted average number of shares

 

 

 

 

 

outstanding:

 

 

 

 

 

  Basic

141,073

140,593

 

140,834

140,401

 

======

======

 

======

======

  Diluted

141,606

141,288

 

141,395

141,209

 

======

======

 

======

======

 

 

 

 

 

 

Dividends declared per share

$0.07

$0.06

 

$0.21

$0.18

 

====

====

 

====

====

 

-3-

 

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended September 30, 2008

  (in thousands)

(unaudited)

   

 

Quarter

Quarter

Total

Total

Less

Internal

Internal

 

Ended

Ended

Net

Net

Acquisition

Net

Net

 

9/30/08

9/30/07

Change

Growth %

Revenues

Growth $

Growth %

 

 

 

 

 

 

 

 

Florida Retail

      $  40,087

$   39,088

$    999

    2.6%

$      4,620

$    (3,621)

   (9.3)%

National Retail

77,172

60,958

    16,214

   26.6%

   16,802

          (588)

   (1.0)%

Western Retail

    27,293

    23,752

         3,541

     14.9%

        5,473

        (1,932)

   (8.1)%

  Total Retail

  144,552

  123,798

      20,754

   16.8%

      26,895

      (6,141)

   (5.0)%

 

 

 

 

 

 

 

 

Wholesale Brokerage

36,491

39,328

      (2,837)

    (7.2)%

     3,831

     (6,668)

  (17.0)%

 

 

 

 

 

 

 

 

Professional Programs

11,643

11,200

          443

    4.0%

        -

          443

4.0%

Special Programs

    33,433

    30,411

     3,022

  9.9%

       210

     2,812

   9.2%

    Total National Programs

    45,076

    41,611

     3,465

    8.3%

       210

     3,255

     7.8%

 

 

 

 

 

 

 

 

Services

      7,917

      9,390

    (1,473)

  (15.7)%

            -

     (1,473)

  (15.7)%

 

 

 

 

 

 

 

 

Total Core Commissions

 

 

 

 

 

 

 

    and Fees (1)

$234,036

$214,127

$ 19,909

9.3%

$30,936

$  (11,027)

(5.1)%

 

====

====

====

 

====

=====

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

for the Three Months Ended September 30, 2008 and 2007

(in thousands)

(unaudited)

 

 

Quarter
Ended
9/30/08

Quarter
Ended
9/30/07

Total core commissions and fees(1)

$234,036

$214,127

Contingent commissions

  9,730

  8,875

Divested business

              -

        2,419

 

 

 

Total commission & fees

$243,766

$225,421

 

======

=======

 

 

(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)

                                                                                                 

 

September 30,

December 31,

 

2008

2007

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

$               -         

  $     38,234

  Restricted cash and investments

   240,616

254,404

  Short-term investments

7,287

2,892

  Premiums, commissions and fees receivable

256,479

240,680

  Deferred income taxes

-

17,208

  Other current assets

       35,846

       33,964

    Total current assets

540,228

587,382

 

 

 

Fixed assets, net

63,673

62,327

Goodwill

995,720

846,433

Amortizable intangible assets, net

493,737

443,224

Other assets

       13,943

       21,293

    Total assets

$2,107,301

$1,960,659

 

========

========

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$   390,616

$   394,034

  Premium deposits and credits due customers

48,352

41,211

  Accounts payable

16,814

18,760

  Accrued expenses

77,488

90,599

  Current portion of long-term debt

       7,703

       11,519

    Total current liabilities

540,973

556,123

 

 

 

Long-term debt

253,655

227,707

 

 

 

Deferred income taxes, net

83,972

65,736

 

 

 

Other liabilities

11,912

13,635

 

 

 

Shareholders' equity:

 

 

Common stock, par value $0.10 per share;

 

 

     authorized 280,000 shares;  issued and

 

 

       outstanding 141,412 at 2008 and 140,673 at 2007

14,141

14,067

  Additional paid-in capital

247,988

231,888

  Retained earnings

954,647

851,490

  Accumulated other comprehensive income

               13

               13

 

 

 

    Total shareholders' equity

  1,216,789

  1,097,458

 

 

 

    Total liabilities and shareholders' equity

$2,107,301

$1,960,659

 

========

========

 

 

 

-5-

 

EXHIBIT 99.2

 

 

                                                                                                News Release
                                                                                                Cory T. Walker
October 14, 2008                                                                    Chief Financial Officer
                                                                                                (386) 239-7250

 

BROWN & BROWN, INC. INADVERTENTLY RELEASES PRELIMINARY

  THIRD-QUARTER FINANCIAL RESULTS

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) announced that it inadvertently released certain preliminary incomplete financial data for its third fiscal quarter of the year earlier this afternoon.  Such information was not yet complete and had not been reviewed by the company's audit committee or auditors.  The Company promptly contacted the New York Stock Exchange and requested that trading temporarily be halted until after the issuance of this press release, which request was granted.

 

The information inadvertently released by the Company stated the Company had third-quarter earnings of $0.29 per share.  Such information is only preliminary and is subject to finalization. The Company anticipates completing its work and discussion with its auditors and audit committee and releasing its actual results as contemplated next Monday, October 20, 2008 after market close.

 

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' seventh 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 actual third-quarter financial results. 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.