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): February 9, 2006 |
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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 February 9, 2006, Brown & Brown, Inc. issued a press release announcing its results of operations for the fourth quarter and 2005 year-end results. 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: February 9, 2006
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NEWS RELEASE |
February 9, 2006 |
Cory T. Walker |
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Chief Financial Officer |
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(386) 239-7250 |
BROWN & BROWN, INC. |
RESULTS FOR 2005 SET RECORDS |
FOR REVENUES AND INCOME |
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(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE: BRO) today announced record earnings for 2005, the 13th consecutive year for which the Company has recorded new highs in both revenues and net income. Net income for 2005 rose to $150,551,000, or $1.08 per share, an increase of 16.8% over the $128,843,000, or $0.93 per share earned in 2004. Total revenues for the year rose to $785,807,000, up 21.5% compared with $646,934,000 achieved in 2004. |
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During the fourth quarter of 2005 net income increased 18.0%, to $35,717,000, or $0.25 per share, compared with 2004 fourth quarter net income of $30,256,000, or $0.22 per share. Total revenue for the fourth quarter of 2005 was $196,857,000, a 20.7% increase over the fourth quarter 2004 revenues of $163,046,000. |
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Commenting on the results, J. Hyatt Brown, Chairman and Chief Executive Officer, said, "We are quite pleased to again announce outstanding earnings growth of at least 15% per share, the thirteenth consecutive year we have achieved this remarkable goal. Even though this past year's hurricane season had a very dramatic impact on our people and clients, the strength of the Brown & Brown culture and our people allowed us to overcome these challenges. This single-minded effort has brought us ever closer to our active intermediate goal of achieving B-40 that is, $1 billion in revenue and a 40% operating margin (pre-tax income with interest, amortization and non-cash stock grant compensation expense added back). We feel quite positive about our ability to continue growing in the future." |
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Jim W. Henderson, President and Chief Operating Officer, commented, "2005 turned out to be our second best year ever in terms of the annualized revenues from acquisitions completed during the year. This success has carried into 2006 with the operations of Axiom Intermediaries, LLC officially joining us in early January. As we have said many times, we are very excited about the exceptional caliber of the organizations seeking to join Brown & Brown. Internally, Regional Executive Vice President Linda Downs, one of our long-term and most effective leaders, has been elevated to the position of Executive Vice President for Leadership Development. Linda's promotion highlights the increased emphasis we are placing on the recruitment, training and development of future leaders. We believe that our increased focus on developing new leadership will be critical to our success going forward." |
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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 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. |
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This press release 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 contingent commission 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. |
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Brown & Brown, Inc. |
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CONSOLIDATED STATEMENTS OF INCOME |
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(in thousands, except per share data) |
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(unaudited) |
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For the |
For the |
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Three Months Ended |
Twelve Months Ended |
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December 31 |
December 31 |
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2005 |
2004 |
2005 |
2004 |
REVENUES |
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Commissions and fees |
$194,046 |
$158,352 |
$775,543 |
$638,267 |
Investment income |
2,303 |
1,108 |
6,578 |
2,715 |
Other income, net |
508 |
3,586 |
3,686 |
5,952 |
Total revenues |
196,857 |
163,046 |
785,807 |
646,934 |
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EXPENSES |
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Employee compensation and benefits |
96,450 |
82,220 |
374,943 |
314,221 |
Non-cash stock grant compensation |
977 |
741 |
3,337 |
2,625 |
Other operating expenses |
26,862 |
21,506 |
105,622 |
84,927 |
Amortization |
8,901 |
6,069 |
33,245 |
22,146 |
Depreciation |
2,629 |
2,249 |
10,061 |
8,910 |
Interest |
3,578 |
3,457 |
14,469 |
7,156 |
Total expenses |
139,397 |
116,242 |
541,677 |
439,985 |
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Income before income taxes |
57,460 |
46,804 |
244,130 |
206,949 |
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Income taxes |
21,743 |
16,548 |
93,579 |
78,106 |
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Net income |
$ 35,717 |
$ 30,256 |
$150,551 |
$128,843 |
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Net income per share: |
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Basic |
$0.26 |
$0.22 |
$1.09 |
$0.93 |
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Diluted |
$0.25 |
$0.22 |
$1.08 |
$0.93 |
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Weighted average number of shares |
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outstanding: |
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Basic |
139,126 |
138,304 |
138,563 |
137,818 |
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Diluted |
140,443 |
139,374 |
139,776 |
138,888 |
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Dividends declared per share: |
$0.05 |
$0.04 |
$0.17 |
$0.15 |
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Brown & Brown, Inc. |
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INTERNAL GROWTH SCHEDULE |
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Core Commissions and Fees(1) |
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Three Months Ended December 31, 2005 |
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(in thousands) |
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(unaudited) |
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Quarter |
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Total |
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Less |
Internal |
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Ended |
Ended |
Net |
Net |
Acquisition |
Net |
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12/31/05 |
12/31/04 |
Change |
Growth % |
Revenues |
Growth % |
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Florida Retail |
$ 39,626 |
$ 37,177 |
$ 2,449 |
6.6% |
$ 1,364 |
2.9% |
National Retail |
49,921 |
45,598 |
4,323 |
9.5% |
4,624 |
(0.7)% |
Western Retail |
26,582 |
24,710 |
1,872 |
7.6% |
1,087 |
3.2% |
Total Retail |
116,129 |
107,485 |
8,644 |
8.0% |
7,075 |
1.5% |
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Professional Programs |
10,836 |
11,095 |
(259) |
(2.3)% |
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(2.3)% |
Special Programs |
26,147 |
20,449 |
5,698 |
27.9% |
3,501 |
10.7% |
Total Programs |
36,983 |
31,544 |
5,439 |
17.2% |
3,501 |
6.1% |
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Brokerage |
33,456 |
12,139 |
21,317 |
175.6% |
17,128 |
34.5% |
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TPA Services |
6,911 |
6,348 |
563 |
8.9% |
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8.9% |
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Total Core Commissions |
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and Fees (1) |
$193,479 |
$157,516 |
$35,963 |
22.8% |
$27,704 |
5.2% |
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Reconciliation of Internal Growth Schedule |
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to Total Commissions and Fees |
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Included in the Consolidated Statements of Income |
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for the Three Months Ended December 31, 2005 and 2004 |
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(in thousands) |
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(unaudited) |
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Quarter |
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Ended |
Ended |
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12/31/05 |
12/31/04 |
Total core commissions and fees(1) |
$193,479 |
$157,516 |
Contingent commissions |
567 |
368 |
Divested business |
- |
468 |
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Total Commission & Fees |
$194,046 |
$158,352 |
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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. |
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CONSOLIDATED BALANCE SHEETS |
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(in thousands) |
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(unaudited) |
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December 31, |
December 31, |
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2005 |
2004 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ 100,580 |
$ 188,106 |
Restricted cash and investments |
229,872 |
147,483 |
Short-term investments |
2,748 |
3,163 |
Premiums, commissions and fees receivable |
257,930 |
172,395 |
Other current assets |
28,637 |
28,819 |
Total current assets |
619,767 |
539,966 |
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Fixed assets, net |
39,398 |
33,438 |
Goodwill |
549,040 |
360,843 |
Amortizable intangible assets, net |
377,907 |
293,009 |
Investments |
8,421 |
9,328 |
Other assets |
14,127 |
12,933 |
Total assets |
$1,608,660 |
$1,249,517 |
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LIABILITIES |
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Current liabilities: |
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Premiums payable to insurance companies |
$ 397,466 |
$ 242,414 |
Premium deposits and credits due customers |
34,027 |
32,273 |
Accounts payable |
21,161 |
16,257 |
Accrued expenses |
74,534 |
58,031 |
Current portion of long-term debt |
55,630 |
16,135 |
Total current liabilities |
582,818 |
365,110 |
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Long-term debt |
214,179 |
227,063 |
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Deferred income taxes, net |
35,489 |
24,859 |
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Other liabilities |
11,830 |
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, 139,383 at 2005 and 138,318 at 2004 |
13,938 |
13,832 |
Additional paid-in capital |
193,313 |
180,364 |
Retained earnings |
552,647 |
425,662 |
Accumulated other comprehensive income |
4,446 |
4,467 |
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Total shareholders' equity |
764,344 |
624,325 |
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Total liabilities and shareholders' equity |
$1,608,660 |
$1,249,517 |
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