10-Q 1 0001.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000. or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _________ Commission file number 0-7201. BROWN & BROWN, INC. (Exact Name of Registrant as Specified in its Charter) FLORIDA 59-0864469 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 220 S. RIDGEWOOD AVE., DAYTONA BEACH, FL 32114 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (904) 252-9601 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No __ The number of shares of the registrant's common stock, $.10 par value, outstanding as of August 11, 2000, was 14,120,542. BROWN & BROWN, INC. INDEX
PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2000 and 1999 3 Condensed Consolidated Balance Sheets as of June 30, 2000 and December 31, 1999 4 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and 1999 5 Notes to Condensed Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures about Market Risk 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities and Use of Proceeds 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURES 14
ITEM 1: FINANCIAL STATEMENTS BROWN & BROWN, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) FOR THE THREE MONTHS FOR THE SIX MONTHS ENDED JUNE 30, ENDED JUNE 30, ________________ _______________ 2000 1999 2000 1999 ____ ____ ____ ____ (RESTATED) (RESTATED) REVENUES __________ __________ Commissions and fees $47,771 $44,028 $98,017 $ 90,474 Investment income 725 604 1,644 1,205 Other income 65 117 576 140 _______ _______ ________ _______ Total revenues 48,561 44,749 100,237 91,819 _______ _______ ________ _______ EXPENSES Employee compensation and benefits 25,710 23,847 51,543 47,771 Other operating expenses 9,244 9,642 18,599 18,467 Amortization 2,099 1,851 4,223 3,746 Interest 139 195 313 407 ________ _______ ________ ________ Total expenses 37,192 35,535 74,678 70,391 ________ _______ ________ ________ Income before income taxes 11,369 9,214 25,559 21,428 Income taxes 4,492 3,658 10,096 8,503 _______ _______ ________ ________ NET INCOME $ 6,877 $ 5,556 $ 15,463 $ 12,925 _______ _______ ________ ________ Other comprehensive income, net of tax: Unrealized (loss) gain on securities: Unrealized holding (loss) gain, net of tax benefit of $163 and tax effect of $305 for the three-month periods ended June 30, 2000 and 1999, respectively, and net of tax benefit of $1,306 and $28 for the six-month periods ended June 30, 2000 and 1999, respectively. (255) 478 (2,042) (44) _______ _______ _______ _______ Comprehensive Income $ 6,622 $ 6,034 $13,421 $12,881 ======= ======= ======= ======= Basic and diluted earnings per share $ 0.49 $ .40 $ 1.11 $ .92 ======= ======= ======= ======= Dividend declared per share $ 0.13 $ 0.11 $ 0.26 $ 0.22 ======= ======= ======= =======
See notes to condensed consolidated financial statements.
BROWN & BROWN, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) JUNE 30, DECEMBER 31, 2000 1999 ____ _____ (RESTATED) ASSETS Cash and cash equivalents $43,770 $ 39,006 Short-term investments 359 680 Premiums,commissions and fees receivable 70,788 67,996 Other current assets 6,113 7,730 ________ ________ Total current assets 121,030 115,412 Fixed assets, net 14,343 15,047 Intangible assets, net 101,637 91,851 Investments 6,273 9,489 Other assets 6,513 6,957 ________ ________ Total assets $249,796 $238,756 ======== ======== LIABILITIES Premiums payable to insurance companies $100,764 $ 90,442 Premium deposits and credits due customers 5,970 7,771 Accounts payable and accrued expenses 18,252 20,843 Current portion of long-term debt 2,126 3,714 ________ ________ Total current liabilities 127,112 122,770 Long-term debt 3,699 4,690 Deferred income taxes 325 1,660 Other liabilities 6,286 7,136 ________ ________ Total liabilities 137,422 136,256 ________ ________ SHAREHOLDERS' EQUITY Common stock, par value $.10 per share: authorized 70,000 shares;issued 14,061 shares at 2000 and 13,992 shares at 1999 1,406 1,399 Retained earnings 108,088 96,179 Accumulated other comprehensive income 2,880 4,922 ________ ________ Total shareholders' equity 112,374 102,500 ________ ________ Total liabilities and shareholders' equity $249,796 $238,756 ======== ========
See notes to condensed consolidated financial statements.
BROWN & BROWN, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (IN THOUSANDS) FOR THE SIX MONTHS ENDED JUNE 30, _________________________________ 2000 1999 ____ ____ (Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 15,463 $ 12,925 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 2,274 2,044 Amortization 4,223 3,746 Compensation expense under performance stock plan 246 631 Net loss on sales of investments, fixed assets and customer accounts (589) (14) Premiums, commissions and fees receivable, (increase) decrease (2,792) 9,342 Other assets, decrease (increase) 2,061 (818) Premiums payable to insurance companies increase (decrease) 10,322 (2,345) Premium deposits and credits due customers, decrease (1,801) (1,077) Accounts payable and accrued expenses, (decrease) increase (2,591) 4,046 Other liabilities, decrease (879) (1,311) _______ _______ NET CASH PROVIDED BY OPERATING ACTIVITIES 25,937 27,169 _______ _______ CASH FLOWS FROM INVESTING ACTIVITIES Additions to fixed assets (2,168) (2,942) Payments for businesses acquired, net of cash acquired (14,012) (11,574) Proceeds from sales of fixed assets and customer accounts 1,058 49 Purchases ofinvestments (59) (71) Proceeds from sales ofinvestments 377 108 ________ ________ NET CASH USED IN INVESTING ACTIVITIES (14,804) (14,430) ________ ________ CASH FLOWS FROM FINANCING ACTIVITIES Payment on long-term debt (2,813) (14,254) Proceeds from long-term debt - 2,389 Shareholder distribution from pooled entities - (255) Cash dividends paid (3,556) (2,968) ________ ________ NET CASH USED IN FINANCING ACTIVITIES (6,369) (15,088) ________ ________ Net increase (decrease) in cash and cash equivalents 4,764 (2,349) Cash and cash equivalents at beginning of period 39,006 43,940 ________ ________ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 43,770 $ 41,591 ======== ========
See notes to condensed consolidated financial statements. BROWN & BROWN, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF FINANCIAL REPORTING The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the financial information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information, refer to the audited consolidated financial statements and the notes for the year ended December 31, 1999. The accompanying financial statements for all periods presented have been restated to give effect to the acquisition of Ampher Insurance, Inc. and Ross Insurance of Florida, Inc., effective July 20, 1999; the acquisition of Signature Insurance Group, Inc. and all of the outstanding general partnership interests in C, S and D, effective November 10, 1999; and the acquisition of Bowers, Schumann and Welch, effective June 2, 2000. These acquisitions have been accounted for using the purchase method of accounting. Pro forma results of operations for the three- and six-month periods ended June 30, 2000 and June 30, 1999 resulting from these acquisitions are not materially different from the results of operations as reported. The results of operations for the acquired companies have been combined with those of the Company These transactions have been accounted for under the pooling- of-interests method of accounting, and accordingly, the Company's condensed consolidated financial statements have been restated for all periods prior to the acquisitions to include the results of operations, financial positions and cash flows of those acquisitions. Results of operations for the three- and six-month periods ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. NOTE 2 - BASIC AND DILUTED EARNINGS PER SHARE Basic earnings per share is based upon the weighted average number of shares outstanding. Diluted earnings per share includes the dilutive effect of stock options. Earnings per share for the Company is the same on both a basic and a diluted basis. NOTE 3 - ACQUISITIONS 2000 PURCHASES During the second quarter of 2000, the Company acquired substantially all of the assets of Amerisys, Inc., of Oviedo, Florida. In addition, the Company acquired several books of business. During the first quarter of 2000, the Company acquired substantially all of the assets of Risk Management Associates, Inc., of Fort Lauderdale, Florida, and Program Management Services, Inc., of Altamonte Springs, Florida. In addition, the Company acquired several books of business. These acquisitions have been accounted for using the purchase method of accounting. Pro forma results of operations for the three- and six-month periods ended June 30, 2000 and June 30, 1999 resulting from these acquisitions are not materially different from the results of operations as reported. The results of operations for the acquired companies have been combined with those of the Company since their respective acquisition dates. 1999 PURCHASES During the second quarter of 1999, the Company acquired substantially all of the assets of one general insurance agency in addition to acquiring several books of business. During the first quarter of 1999, the Company acquired substantially all of the assets of the Daytona Beach, Florida office of Hilb, Rogal & Hamilton Company; The Insurance Center of Roswell, Inc. in Roswell, New Mexico; and Chancy-Stoutamire, Inc., with offices in Monticello and Perry, Florida. The Company also acquired all of the outstanding shares of the Bill Williams Agency, Inc. of St. Petersburg, Florida, in the first quarter of 1999. These acquisitions have been accounted for using the purchase method of accounting. Pro forma results of operations for the three- and six-month periods ended June 30, 2000 and June 30, 1999 resulting from these acquisitions are not materially different from the results of operations as reported. The results of operations for the acquired companies have been combined with those of the Company since their respective acquisition dates. 2000 POOLINGS During the second quarter of 2000, the Company issued 271,794 shares of its common stock for all of the outstanding stock of Bowers, Schumann & Welch, a New Jersey corporation with offices in Washington, New Jersey and Bethlehem, Pennsylvania. This acquisition has been recorded using the pooling-of- interests method of accounting. The acquisition was treated as a material transaction and the Company's consolidated financial statements have been restated for this transaction for all prior periods. 1999 POOLINGS The Company did not make any acquisitions using the pooling- of-interests method of accounting during either the first or second quarter of 1999. NOTE 4 - LONG-TERM DEBT The Company continues to maintain its credit agreement with a major insurance company under which $4 million (the maximum amount available for borrowings) was outstanding at June 30, 2000, at an interest rate equal to the prime lending rate plus one percent (10.50% at June 30, 2000). In accordance with the amendment to the loan agreement dated August 1, 1998, the available amount will decrease by $1 million each August beginning in 2000. The Company also has a revolving credit facility with a national banking institution that provides for available borrowings of up to $50 million, with a maturity date of October, 2000. As of June 30, 2000, there were no borrowings against this line of credit. NOTE 5 - CONTINGENCIES The Company is not a party to any legal proceedings other than various claims and lawsuits arising in the normal course of business. Management of the Company does not believe that any such claims or lawsuits will have a material effect on the Company's financial condition or results of operations. NOTE 6 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, ________________________________________ (IN THOUSANDS) 2000 1999 ____ ____ Cash paid during the period for: Interest $ 332 $ 400 Income taxe 8,960 7,293
The Company's significant non-cash investing and financing activities are as follows:
FOR THE SIX-MONTH PERIOD ENDED JUNE 30, ________________________________________ (IN THOUSANDS) 2000 1999 _____ ____ Unrealized holding loss on of available-for-sale securities, net of tax benefit of $1,306 for 2000 and $28 in 1999 $(2,042) $ (44) Long-term debt incurred for acquisition of customer accounts 234 1,277 Notes received on the sale of fixed assets and customer accounts - 640 Common stock (canceled)/issued in acquisitions - (130)
NOTE 7 - SEGMENT INFORMATION The Company's business is divided into four divisions: the Retail Division, which markets and sells a broad range of insurance products to commercial, professional and individual clients; the National Programs Division, which develops and administers property and casualty insurance and employee benefits coverage solutions for professional and commercial groups and trade associations nationwide; the Service Division, which provides insurance-related services such as third-party administration and consultation for workers' compensation and employee benefit self-insurance markets; and the Brokerage Division, which markets and sells excess and surplus commercial insurance primarily through non-affiliated independent agents and brokers. The Company conducts all of its operations in the United States. Summarized financial information concerning the Company's reportable segments is shown in the following table. The "Other" column includes corporate-related items and income and expenses not allocated to reportable segments.
(in thousands) Six Months Ended June 30, 2000: Retail Programs Service Brokerage Other Total ______________________________________________________________________________ Total Revenues $ 70,565 $ 10,220 $ 8,919 $ 10,653 $ (120) $100,237 Interest and other investment income 1,054 654 131 346 (541) 1,644 Interest expense 836 8 - - (531) 313 Depreciation and amortization 4,747 636 212 750 152 6,497 Income (loss) before income taxes 16,248 3,072 1,230 3,475 1,534 25,559 Total assets 161,505 52,255 4,822 52,061 (20,847) 249,796 Capital expenditures 809 331 222 723 83 2,168
______________________________________________________________________________ Six Months Ended June 30, 1999: Retail Programs Service Brokerage Other Total ______________________________________________________________________________ Total Revenues $ 66,855 $ 10,832 $ 7,366 $ 7,403 $ (637) $ 91,819 Interest and other investment income 988 596 109 171 (659) 1,205 Interest expense 620 - - - (213) 407 Depreciation and amortization 4,271 718 194 475 132 5,790 Income (loss) before income taxes 14,948 2,418 1,190 2,632 240 21,428 Total assets 157,198 54,133 5,840 28,547 (12,187) 233,531 Capital expenditures 2,212 174 288 134 134 2,942 ______________________________________________________________________________
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS NET INCOME. Net income for the second quarter of 2000 was $6,877,000, or $.49 per share, compared with net income in the second quarter of 1999 of $5,556,000, or $.40 per share, a 24% increase. Net income for the six months ended June 30, 2000 was $15,463,000, or $1.11 per share, compared with 1999 same-period net income of $12,925,000, or $.92 per share, a 20% increase. COMMISSIONS AND FEES. Commissions and fees for the second quarter of 2000 increased $3,743,000, or 9% from the same period in 1999. Approximately $1,730,000 of this increase represents revenues from acquired agencies, with the remainder due to new and renewal business production. Commissions and fees for the six months ended June 30, 2000 were $98,017,000 compared to $90,474,000 for the same period in 1999, an 8% increase. The increase is due to approximately $3,352,000 of revenue from acquired agencies, with the remainder due to new and renewal business production. INVESTMENT INCOME. Investment income for the second quarter and six-month period ended June 30, 2000 increased $121,000 and $439,000, respectively, from the same periods in 1999 primarily due to an increase in available cash to invest and the sale of common stock investments. OTHER INCOME. Other income primarily includes gains and losses from the sale of customer accounts and other assets. Other income for the second quarter ended June 30, 2000 decreased $52,000 over the same period in 1999. Other income for the six- month period ended June 30, 2000 increased $436,000 over the same period in 1999, primarily due to the gain on sale of the building occupied by the Company's Toledo, Ohio office. EMPLOYEE COMPENSATION AND BENEFITS. Employee compensation and benefits increased 8% during both the three-month and six- month periods ended June 30, 2000 over the same periods in 1999. These increases primarily relate to the addition of new employees as a result of acquisitions. Employee compensation and benefits as a percentage of total revenue for the second quarter of 2000 remained constant at 53% compared to the same period last year, and decreased to 51% for the six months ended June 30, 2000, compared to 52% in the same period last year. OTHER OPERATING EXPENSES. Other operating expenses for the second quarter of 2000 decreased $398,000, or 4%, over the same period in 1999, primarily due to certain one-time expenses associated with acquisitions during the second quarter of 1999. Other operating expenses increased $132,000, or 1%, for the six months ended June 30, 2000, compared to the same period in 1999, primarily due to acquisitions. Other operating expenses as a percentage of total revenue decreased to 19% in the second quarter of 2000, compared to 22% in the same period in 1999, and decreased to 19% for the six months ended June 30, 2000, compared to 20% in the same period in 1999. AMORTIZATION. Amortization increased $248,000, or 13%, and $477,000, or 13%, for the three-month and six-month periods ended June 30, 2000, respectively, over the same periods in 1999, primarily due to increased amortization from acquisitions. INTEREST. Interest expense decreased $56,000, or 29%, for the second quarter of 2000 over the same period in 1999. Interest expense decreased $94,000, or 23%, for the six months ended June 30, 2000 compared to the same period in 1999, primarily due to fluctuations in the amount outstanding under the Company's line of credit and payoffs of acquisition related debt. LIQUIDITY AND CAPITAL RESOURCES The Company's cash and cash equivalents of $43,770,000 at June 30, 2000 increased by $4,764,000 from $39,006,000 at December 31, 1999. For the six-month period ended June 30, 2000, operating activities provided $25,937,000 of cash. From both this amount and existing cash balances, $14,012,000 was used to acquire businesses, $3,556,000 was used for payments of dividends, $2,813,000 was used for payments on long-term debt, and $2,168,000 was used for additions to fixed assets. The current ratio at June 30, 2000 was 0.95 compared to 0.94 as of December 31, 1999. The Company has a revolving credit agreement with a major insurance company under which up to $4 million presently may be borrowed at an interest rate equal to the prime lending rate plus one percent (10.50% at June 30, 2000). The amount of available credit will decrease by $1 million each year beginning in August 2000 until the facility expires in August 2004. As of June 30, 2000, the maximum amount of borrowings was outstanding. The Company also has a revolving credit facility with a national banking institution that provides for available borrowings of up to $50 million, with a maturity date of October, 2000. As of June 30, 2000, there were no borrowings against this line of credit. The Company believes that its existing cash, cash equivalents, short-term investments portfolio, funds generated from operations and available credit facility borrowings are sufficient to satisfy its normal financial needs. FORWARD-LOOKING STATEMENTS From time to time, the Company may publish "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or make oral statements that constitute forward-looking statements. These forward-looking statements may relate to such matters as anticipated financial performance of future revenues or earnings, business prospects, projected acquisitions or ventures, new products or services, anticipated market performance, compliance costs, and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company cautions readers that a variety of factors could cause the Company's actual results to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. These risks and uncertainties, many of which are beyond the Company's control, include, but are not limited to: (i) competition from existing insurance agencies and new participants and their effect on pricing of premiums; (ii) changes in regulatory requirements that could affect the cost of doing business; (iii) legal developments affecting the litigation experience of the insurance industry; (iv) the volatility of the securities markets; (v) the potential occurrence of a major natural disaster in certain areas of the State of Florida, where the Company's business is concentrated, and (vi) general economic conditions. The Company does not undertake any obligation to publicly update or revise any forward-looking statements. ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest, foreign currency exchange rates, and equity prices. The Company is exposed to market risk through its revolving credit line and some of its investments; however, such risk is not considered to be material as of June 30, 2000. BROWN & BROWN, INC. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS As more fully discussed in the Company's report on Form 10-Q for the quarter ended March 31, 2000, on January 19, 2000, a complaint was filed in the Superior Court of Henry County, Georgia, captioned GRESHAM & ASSOCIATES, INC. VS. ANTHONY T. STRIANESE, ET AL. No material developments have occurred in this action since the filing of that Form 10-Q by the Company. The Company is involved in various pending or threatened proceedings by or against the Company or one or more of its subsidiaries which involve routine litigation relating to insurance risks placed by the Company, and other contractual matters. The Company's management does not believe that any such pending or threatened proceedings will have a material adverse effect on the Company's financial position or results or operations. ITEM 2 - CHANGE IN SECURITIES AND USE OF PROCEEDS Effective June 2, 2000, the Company acquired all of the outstanding shares of Bowers, Schumann and Welch (BSW). In exchange for all of the outstanding stock of BSW, the Company issued 271,794 shares of the Company's common stock to the former shareholders of that agency. The Company's shares were offered and sold privately and no underwriting was involved. The Company issued the shares without registration under the Securities Act of 1993 (the "Act"). The Company relied upon the exemptions set forth in Section 4(2) of the Act and Rule 506 of Regulation D, promulgated thereunder. In the transaction, the Company (i) made available to the purchasers the information required by Rule 502(b) of Regulation D, (ii) did not offer the shares by means of any advertisement, general solicitation or other means proscribed by Rule 502(c) of Regulation D, (iii) informed the purchasers of the limitations on resale of the shares and placed an appropriate restrictive legend on the share certificates, and (iv) filed a notice on Form D with the Securities and Exchange Commission within 15 days after the sale. The Company shares were offered privately by the Company to fewer than 35 purchasers and the Company reasonably believed that each purchaser (or representative of such purchaser) had such knowledge and experience in financial and business matters that he was capable of evaluating the merits and risks of the prospective investment. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Annual Meeting of Shareholders was held on April 21, 2000. At the Annual Meeting, two matters were submitted to a vote of security holders. Those matters were: 1. THE ELECTION OF EIGHT DIRECTORS The number of votes cast for, withheld or abstaining with respect to the election of each of the directors is set forth below:
Abstain/ For Withheld __________ _________ J. Hyatt Brown 11,261,933 479,493 Samuel P. Bell, III 11,288,194 453,232 Bradley Currey, Jr. 11,288,233 453,193 Jim W. Henderson 11,288,133 453,293 Theodore J. Hoepner 11,288,233 453,193 David H. Hughes 11,288,233 453,193 Toni Jennings 11,288,133 453,293 Jan E. Smith 11,288,233 453,193
There were no broker non-votes with respect to the election of directors. 2. THE PROPOSAL TO ADOPT THE COMPANY'S 2000 INCENTIVE STOCK OPTION PLAN FOR EMPLOYEES The number of votes cast for, against or abstaining with respect to the proposal to adopt the 2000 Incentive Stock Option Plan For Employees is set forth below:
For 11,106,873 Against 630,778 Abstain 3,775
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS Exhibit 3a - Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2000) Exhibit 3b - Amended and Restated Bylaws (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 1996) Exhibit 4b - Rights Agreement, dated as of July 30, 1999, between the Company and First Union National Bank, as Rights Agent (incorporated by reference to Exhibit 4.1 to Form 8-K filed on August 2, 1999) Exhibit 10 - 2000 Incentive Stock Option Plan for Employees Exhibit 11 - Statement re: Computation of Basic and Diluted Earnings Per Share Exhibit 27 - Financial Data Schedule (for SEC use only) (b) There were no reports filed on Form 8-K during the quarter ended June 30, 2000. 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 thereunto duly authorized. BROWN & BROWN, INC. August 14, 2000 /S/ CORY T. WALKER ___________________________________ CORY T. WALKER, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER (duly authorized officer, principal financial officer and principal accounting officer)