0000079282-12-000017.txt : 20120206 0000079282-12-000017.hdr.sgml : 20120206 20120203174710 ACCESSION NUMBER: 0000079282-12-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120203 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20120206 DATE AS OF CHANGE: 20120203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN & BROWN INC CENTRAL INDEX KEY: 0000079282 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 590864469 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13619 FILM NUMBER: 12571377 BUSINESS ADDRESS: STREET 1: PO BOX 1348 CITY: TAMPA STATE: FL ZIP: 33601 BUSINESS PHONE: 8132224182 MAIL ADDRESS: STREET 1: PO BOX 1348 CITY: TAMPA STATE: FL ZIP: 33601 FORMER COMPANY: FORMER CONFORMED NAME: POE & BROWN INC DATE OF NAME CHANGE: 19930827 FORMER COMPANY: FORMER CONFORMED NAME: POE & ASSOCIATES INC DATE OF NAME CHANGE: 19920703 8-K 1 kye.htm 8K

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 3, 2012

 

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 3, 2012, Brown & Brown, Inc. issued a press release announcing its results of operations for the fourth quarter and 2011 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.

 

                                                            By:      /S/ CORY T. WALKER                 

                                                                        Cory Walker

                                                                        Sr. Vice President, Treasurer and

                                                                          Chief Financial Officer

Date: February 3, 2012

 

                                                           

EX-99.1 CHARTER 2 earnings.htm EARNINGS RELEASE

                                                                                                                                                                                    News Release

                                                                                                                                                                                    Cory T. Walker

February 3, 2012                                                                                                                                                         Chief Financial Officer

                                                                                                                                                                                    (386) 239-7250

 

BROWN & BROWN, INC. 

ANNOUNCES 6.2% INCREASE IN TOTAL REVENUES AND ATTAINMENT OF $1

BILLION REVENUE GOAL

 

(Daytona Beach and Tampa, Florida) . . . Brown & Brown, Inc. (NYSE:BRO) today announced its financial results for the fourth quarter of 2011. 

 

Net income for the fourth quarter of 2011 was $36,494,000, or $0.25 per share, compared with $32,146,000, or $0.22 per share for the same quarter of 2010, an increase of 13.5%.  Total revenue for the fourth quarter ended December 31, 2011 was $244,097,000, compared with 2010 fourth-quarter revenue of $229,938,000, an increase of 6.2%. 

 

Total revenue for the twelve months ended December 31, 2011 was $1,014,000,000, compared with total revenue for the same period of 2010 of $973,492,000, an increase of 4.2%.  Net income for the twelve-month period ended December 31, 2011 was $163,995,000, or $1.13 per share, compared with $161,752,000, or $1.12 per share for the same period of 2010, an increase of 1.4%.

 

J. Hyatt Brown, Chairman and acting President and Chief Executive Officer of the Company, noted, "We congratulate Powell Brown and his senior leadership team and all of our people on the achievement of one of our intermediate goals of exceeding $1 billion in total revenues.  We challenged our team with this $1 billion goal shortly after the end of 2001 when we attained $365 million in total revenues.  To reach this goal and to nearly triple our revenues during this time period, given the overwhelming economic headwinds of the last four years, is I believe a testament to the strength, focus and dedication of each individual in our company."

 

Brown & Brown, Inc., through its subsidiaries, offers a broad range of insurance and reinsurance products and services.  Additionally, certain Brown & Brown subsidiaries offer a variety of risk management, third party administration, and other services. Serving 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.

 

This press release may contain certain statements relating to future results which are forward-looking statements, including those relating to the Company's anticipated financial results for the fourth quarter of 2011 and the twelve months ended December 31, 2011. 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. These risks and uncertainties include, but are not limited to, the Company's determination as it finalizes its financial results for the fourth quarter of 2011 and the twelve months ended December 31, 2011 that its financial results differ from the current preliminary unaudited numbers set forth herein, other factors that the Company may not have currently identified or quantified, and other risks, relevant factors and uncertainties identified in the Company's Annual Report on Form 10-K for the twelve months ended December 31, 2010, subsequent Reports on Form 10-Q and Form 8-K and the Company's other filings with the Securities and Exchange Commission. 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
December 31,

 

For the
Twelve Months Ended
December 31,

 

2011

2010

 

2011

2010

REVENUES

 

 

 

 

 

Commissions and fees

$241,350

$229,088

 

$1,005,962

$966,917

Investment income

333

304

 

1,267

1,326

Other income, net

      2,414

         546

 

      6,313

      5,249

    Total revenues

  244,097

  229,938

 

  1,013,542

  973,492

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

Employee compensation and benefits

129,389

122,264

 

508,675

487,820

Non-cash stock-based compensation

2,856

1,615

 

11,194

6,845

Other operating expenses

34,590

34,595

 

144,079

135,851

Amortization

13,965

13,370

 

54,755

51,442

Depreciation

3,116

3,141

 

12,392

12,639

Interest

     3,352

     3,624

 

    14,132

    14,471

Change in estimated acquisition earn-out

     payables

    (2,862)

      (638)

     (2,206)

   (1,674)

     Total expenses

  184,406

  177,971

 

   743,021

  707,394

 

 

 

 

 

 

Income before income taxes

59,691

51,967

 

270,521

266,098

 

 

 

 

 

 

Income taxes

   23,197

   19,821

 

  106,526

  104,346

 

 

 

 

 

 

Net income

$ 36,494

$ 32,146

 

$163,995

$161,752

 

======

======

 

=======

=======

Net income per share:

 

 

 

 

 

  Basic

$0.25

$0.23

 

$1.15

$1.14

 

====

====

 

====

====

  Diluted

$0.25

$0.22

 

$1.13

$1.12

 

====

====

 

====

====

Weighted average number of shares
outstanding:

 

 

 

 

 

  Basic

138,796

138,190

 

138,582

137,924

  Diluted

140,547

139,660

 

140,264

139,318

 

======

======

 

======

======

Dividends declared per share

$0.0850

$0.08

 

$0.3250

$0.3125

 

======

=====

 

======

======

 

 

 

 

 

 

-3-

 

 

 

Brown & Brown, Inc.

INTERNAL GROWTH SCHEDULE

Core Commissions and Fees(1)

Three Months Ended December 31, 2011

  (in thousands)

(unaudited)

 

 

 

 

Quarter
Ended
12/31/11

Quarter
Ended
12/31/10

Total
Net
Change

Total
Net
Growth %

Less
Acquisition
Revenues

Internal
Net
Growth $

Internal
Net
Growth %

 

 

 

 

 

 

 

 

Florida Retail

      $37,820

      $  37,236

$     584

    1.6%

$    607

    $       (23)

  ( 0.1)%

National Retail

78,667

73,171

    5,496

   7.5%

   8,669

        (3,173)

   (4.3)%

Western Retail

    26,177

    21,709

     4,468

     20.6%

    6,026

  (1,558)

   (7.2)%

  Total Retail

    142,664

  132,116

   10,548

   8.0%

  15,302

  (4,754)

   (3.6)%

 

 

 

 

 

 

 

 

Professional Programs

10,365

10,842

      (477)

    (4.4)%

        -

          (477)

(4.4)%

Special Programs

    34,187

    30,107

   4,080

  13.6%

         1,560

       2,520

   8.4%

  Total National Programs

    44,552

    40,949

      3,603

    8.8%

          1,560

       2,043

     5.0%

 

 

 

 

 

 

 

 

Wholesale Brokerage

32,842

  31,857

985

    3.1%

     -

     985

  3.1%

 

 

 

 

 

 

 

 

Services

    16,482

    15,975

    507

  3.2%

     97

       410

  2.6%

 

 

 

 

 

 

 

 

Total Core Commissions
    and Fees (1)

 

$236,540

 

$220,897

 

$15,643

 

7.1%

 

$16,959

 

$(1,316)

 

(0.6)%

 

=====

=====

====

 

====

====

 

 

 

Reconciliation of Internal Growth Schedule

to Total Commissions and Fees

Included in the Consolidated Statements of Income

For the Three Months Ended December 31, 2011 and 2010

(in thousands)

(unaudited)

 

 

 

Quarter

Quarter

 

Ended

Ended

 

12/31/11

12/31/10

Total core commissions and fees(1)

$236,540

$220,897

Contingent commissions

  4,810

  6,385

Divested business

              -

      1,806

 

 

 

Total commission & fees

$241,350

$229,088

 

======

======

 

 

(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,

 

2011

2010

ASSETS

 

 

Current assets:

 

 

  Cash and cash equivalents

  $    286,305

$     272,984

  Restricted cash and investments

   130,535

   123,594

  Short-term investments

7,627

7,678

  Premiums, commissions and fees receivable

240,257

214,446

  Deferred income taxes

19,863

20,076

  Other current assets

        23,540

       14,031

    Total current assets

708,127

652,809

 

 

 

Fixed assets, net

61,360

59,713

Goodwill

1,323,469

1,194,827

Amortizable intangible assets, net

496,182

481,900

Other assets

       17,873

         11,565

    Total assets

$2,607,011

$2,400,814

 

========

========

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

Current liabilities:

 

 

  Premiums payable to insurance companies

$   327,096

$    311,346

  Premium deposits and credits due customers

30,048

28,509

  Accounts payable

22,384

33,693

  Accrued expenses and other liabilities

100,865

94,947

  Current portion of long-term debt

        1,227

      1,662

     Total current liabilities

481,620

470,157

 

 

 

Long-term debt

250,033

250,067

 

 

 

Deferred income taxes, net

178,052

146,482

 

 

 

Other liabilities

53,343

27,764

 

 

 

Shareholders' equity:

 

 

  Common stock, par value $0.10 per share;
     authorized 280,000 shares;  issued and
     outstanding 143,352 at 2011 and 142,795 at 2010

 

 

14,335

 

 

14,279

  Additional paid-in capital

307,059

286,997

  Retained earnings

1,322,562

1,205,061

  Accumulated other comprehensive income

                 7

                 7

 

 

 

    Total shareholders' equity

  1,643,963

  1,506,344

 

 

 

    Total liabilities and shareholders' equity

$2,607,011

$2,400,814

 

========

========

 

 

 

-5-