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Brown & Brown Inc – ‘10-Q’ for 3/31/99

As of: Thursday, 5/13/99 · For: 3/31/99 · Accession #: 79282-99-10 · File #: 1-13619

Previous ‘10-Q’: ‘10-Q’ on 11/16/98 for 9/30/98 · Next: ‘10-Q’ on 8/9/99 for 6/30/99 · Latest: ‘10-Q’ on 4/24/24 for 3/31/24 · 10 References:

  As Of                Filer                Filing    For·On·As Docs:Size

 5/13/99  Brown & Brown Inc                 10-Q        3/31/99    4:45K

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      12     58K 
 2: EX-3        Articles of Incorporation/Organization or By-Laws      8     29K 
 3: EX-11       Statement re: Computation of Earnings Per Share        1      5K 
 4: EX-27       Financial Data Schedule (Pre-XBRL)                     1      8K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Financial Statements Financial Statements (Unaudited) Forward-Looking Statements Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk
1	1st Page - Filing Submission
2	Item 1. Financial Statements (Unaudited)
3	Item 1:. Financial Statements
8	Item 2:. Management's Discussion and Analysis of Financial Condition and Results of Operations
10	Forward-Looking Statements
11	Item 3:. Quantitative and Qualitative Disclosures About Market Risk
12	Item 1:. Legal Proceedings
"	Item 6:. Exhibits and Reports on Form 8-K

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FORM 10-Q             
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 March 31, 1999.              
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 Identification
incorporation or organization)             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   

Poe & Brown, Inc.   
___________________________________________   
(Former Name, If Changed Since Last Report)   

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 ninety (90) days.    Yes  X    No              
                                                  ____     _____

The number of shares of the Registrant's common stock, $.10 par value,          
outstanding as of May 2, 1999, was 13,489,321.                                  

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                          BROWN & BROWN, INC.                               

                          Index to Form 10-Q                                
                  FOR THE QUARTER ENDED MARCH 31, 1999                      
                  ____________________________________                      

                                                                            
                                                                        PAGE
                                                                        ____
PART I.  FINANCIAL INFORMATION                                              

     Item 1.  Financial Statements (Unaudited)                              

              Condensed Consolidated Statements of Income for the           
              three months ended March 31, 1999 and 1998                  3 

              Condensed Consolidated Balance Sheets as of March 31,         
              1999 and December 31, 1998                                  4 

              Condensed Consolidated Statements of Cash Flows for           
              the three months ended March 31, 1999 and 1998              5 

              Notes to Condensed Consolidated Financial Statements        6 

     Item 2.  Management's Discussion and Analysis of Financial             
              Condition and Results of Operations                         8 

     Item 3.  Quantitative and Qualitative Disclosures About Market         
              Risk                                                       11 

PART II.  OTHER INFORMATION                                                 

     Item 1.  Legal Proceedings                                          12 

     Item 6.  Exhibits and Reports on Form 8-K                           12 

SIGNATURES                                                               12 


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ITEM 1:  FINANCIAL STATEMENTS                                                   

                                                                [Download Table]


                         BROWN & BROWN, INC.                              

        CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)           
                 (In thousands, except per share data)                    

                                                                          

                                                    For the three months  
                                                       ended March 31,    
                                                       _______________    
                                                   1999           1998    
                                                   ____           _____   
REVENUES                                                                  

  Commissions and fees                             $43,270        $36,022 
  Investment income                                    572            775 
  Other income                                          34           (168)
                                                   _______        ________
         Total revenues                             43,876         36,629 

EXPENSES                                                                  

  Employee compensation and benefits                22,311         18,043 
  Other operating expenses                           7,662          7,067 
  Amortization                                       1,782          1,231 
  Interest                                             160            110 
                                                   _______        _______ 

     Total expenses                                 31,915         26,451 
                                                   _______        _______ 

  Income before income taxes                        11,961         10,178 
  Income taxes                                       4,726          4,020 
                                                   _______         ______ 

NET INCOME                                         $ 7,235        $ 6,158 

Other comprehensive income, net of tax:                                   
  Unrealized loss on securities:                                          
   Unrealized holding (loss) arising during                               
   period, net of tax benefit of $334 in 1999                             
   and $993 in 1998                                $  (522)       $(1,553)
                                                   _______        ________

Comprehensive Income                               $ 6,713        $  4,605
                                                   =======        ========

Basic and diluted earnings per share               $  0.54        $   0.47
                                                   =======        ========

Dividends declared per share                       $   .11        $    .10
                                                   =======        ========

Diluted shares outstanding                          13,493          13,117


See notes to condensed consolidated financial statements.     

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                                                                [Download Table]


                           BROWN & BROWN, INC.                              

                  CONDENSED CONSOLIDATED BALANCE SHEETS                     
                             (In thousands)                                 

                                                                            
                                            (Unaudited)          (Audited)  
                                             March 31,          December 31,
                                              1999                 1998     
                                              ____                 ____     

ASSETS                                                                      
   Cash and cash equivalents                 $ 40,162            $ 42,174   
   Short-term investments                         794                 746   
   Premiums, commissions and fees receivable   60,486              69,186   
   Other current assets                         9,146               9,840   
                                             ________            ________   
     Total current assets                     110,588             121,946   

   Fixed assets, net                           14,226              13,698   
   Intangible assets, net                      88,159              79,483   
   Investments                                  9,608              10,483   
   Other assets                                 5,119               4,903   
                                             ________            ________   
     Total assets                            $227,700            $230,513   
                                             ========            ========   
LIABILITIES                                                                 
   Premiums payable to insurance companies   $ 93,394            $ 89,405   
   Premium deposits and credits due customers   7,560               8,379   
   Accounts payable and accrued expenses       17,663              16,122   
   Current portion of long-term debt            5,828               4,960   
                                             ________            ________   
     Total current liabilities                124,445             118,866   

   Long-term debt                               4,575              17,207   
   Deferred income taxes                        2,070               2,403   
   Other liabilities                            6,929               7,829   
                                             ________            ________   
     Total liabilities                        138,019             146,305   
                                             ________            ________   

SHAREHOLDERS' EQUITY                                                        
Common stock, par value $.10 per share:                                     
 authorized 70,000 shares; issued 13,489                                    
 shares at 1999 and 13,498 at 1998              1,349               1,350   
Retained earnings                              83,314              77,318   
Accumulated other comprehensive income          5,018               5,540   
                                             ________             _______   
    Total shareholders' equity                 89,681              84,208   
                                             ________             _______   
    Total liabilities and shareholders'                                     
      equity                                 $227,700            $230,513   
                                             ========            ========   

        See notes to condensed consolidated financial statements.           


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                                                                [Download Table]


                          BROWN & BROWN, INC.                                

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)         
                           (In thousands)                                    

                                                                             
                                         For the three months ended March 31,
                                         ____________________________________
                                             1999              1998          
                                             ____              ____          

CASH FLOWS FROM OPERATING ACTIVITIES                                         
Net income                                   $  7,235         $  6,158       
Adjustments to reconcile net income to                                       
     net cash provided by operating                                          
     activities:                                                             
     Depreciation                                 994              768       
     Amortization                               1,782            1,231       
     Compensation expense under stock                                        
      performance plan                            316              170       
     Net (gains) losses on sales of                                          
      investments, fixed assets and                                          
      customer accounts                            (2)             201       
     Premiums, commissions and fees                                          
      receivable, decrease                      8,700            6,890       
     Other assets, decrease                     1,118            3,008       
     Premiums payable to insurance companies,                                
      increase                                  3,989            1,297       
     Premium deposits and credits due                                        
      customers, (decrease) increase             (819)             394       
     Accounts payable and accrued expenses,                                  
       increase (decrease)                      1,541           (1,928)      
     Other liabilities, decrease                 (970)          (1,266)      
                                             ________        _________       
NET CASH PROVIDED BY OPERATING ACTIVITIES      23,884           16,923       

CASH FLOWS FROM INVESTING ACTIVITIES                                         
Additions to fixed assets                      (1,545)            (922)      
Payments for businesses acquired, net of                                     
 cash acquired                                 (9,821)          (7,984)      
Proceeds from sales of fixed assets and                                      
 customer accounts                                 25               42       
Purchases of investments                          (60)             (12)      
Proceeds from sales of investments                 32              174       
                                            _________        _________       
NET CASH USED IN INVESTING ACTIVITIES         (11,369)          (8,702)      
                                            _________        _________       
CASH FLOWS FROM FINANCING ACTIVITIES                                         
Payment on long-term debt                     (13,041)          (3,827)      
Exercise of stock options and issuances                                      
 of stock                                          (1)              12       
Purchases of stock for stock option plan,                                    
 employee stock purchase plan and performance                                
 stock plan                                         -            (6,892)     
Cash dividends paid                            (1,485)           (1,316)     
                                            _________        __________      
NET CASH USED IN FINANCING ACTIVITIES         (14,527)          (12,023)     
                                            _________        __________      

Net decrease in cash and cash equivalents      (2,012)           (3,802)     
Cash and cash equivalents at beginning of                                    
 period                                        42,174            48,568      
                                            _________        __________      

CASH AND CASH EQUIVALENTS AT END OF PERIOD  $  40,162        $   44,766      
                                            =========        ==========      

          See notes to condensed consolidated financial statements.          


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6
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 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 consolidated financial statements and         
the notes thereto included in the Company's Annual Report on Form 10-K for      
the year ended December 31, 1998.                                               

Certain amounts at December 31, 1998 have been reclassified to be     
consistent with the current period presentation.                                

Results of operations for the three-month period ended March 31, 1999 
are not necessarily indicative of the results that may be expected for the      
year ending December 31, 1999.                                                  

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 is adjusted for 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                                                           

  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.           

During the first quarter of 1998, the Company acquired substantially  
all of the assets of Arizona General Insurance of Tucson, Arizona, Boynton      
Brothers Insurance of Perth Amboy, New Jersey, Great Northern Insurance of      
Phoenix, Arizona, and the Heine-Miles Insurance Agency of Phoenix, Arizona.     

 These acquisitions have been accounted for using the purchase method of
accounting.  Pro forma results of operations for the three months ended         
March 31, 1999 and March 31, 1998 resulting from these acquisitions were        
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.                  

Additionally, during the first quarter of 1998, the Company issued    
22,500 shares of its common stock for all of the outstanding stock of Thim      
Insurance Agency, Inc., an Arizona                                              

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7
corporation.  This acquisition has been accounted for as a pooling-of-          
interests;  however, due to the immaterial nature of the transaction, the       
Company's consolidated financial statements have not been restated for all      
periods prior to the transaction.  The separate company operating results       
of Thim Insurance Agency, Inc. for periods prior to the acquisition are not     
material to the Company's consolidated operating results.                       

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 March 31, 1999, at an interest rate equal to     
the prime lending rate plus one percent (8.75% at March 31, 1999).  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 which provides for available borrowings of up to $50 million,       
with a maturity date of October, 2000.  As of March 31, 1999, 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                      

                                                                [Download Table]

                                                                          
                                For the three-month period ended March 31,
                                __________________________________________
(in thousands)                             1999              1998         
                                           ____              ____         
Cash paid during the period for:                                          
     Interest                              206               117          
     Income taxes                          271               379          


The Company's significant non-cash investing and financing activities 
are as follows:                                                                 

                                                                [Download Table]

                                                                          
                                For the three-month period ended March 31,
                                __________________________________________
(in thousands)                             1999              1998         

Unrealized depreciation of                                                
  available-for-sale securities                                           
  net of tax benefit of $334                                              
  in 1999 and $993 in 1998                $   (522)         $   (1,553)   

Long-term debt issued for acquisition                                     
  of customer accounts                       1,277                   -    

Notes received on the sale of fixed                                       
  assets and customer accounts                 640                 839    

Common stock (cancelled)/issued in                                        
  acquisitions                                 (70)                106    


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                   

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8Programs Division, which develops and administers property and casualty         
insurance and employee benefits coverage solutions for both 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, as it relates to segment profit, income and        
expense not allocated to reportable segments.                                   

                                                                [Download Table]

                                                                              
(in thousands)                                                                

Three Months Ended                                                            
March 31, 1999:      Retail    Programs  Service  Brokerage Other    Total    
_____________________________________________________________________________ 

Total Revenues       $ 30,317  $  5,923  $ 3,643  $  4,306  $  (313)  $ 43,876
______________                                                                

Interest and other                                                            
 investment income        456       308       54        87     (333)       572
Interest expense          241         -        -         -      (81)       160
Depreciation and                                                              
  amortization          2,025       353       97       236       65      2,776
Income (loss) before                                                          
  income taxes          7,576     1,690      566     1,748      381     11,961

Total assets          138,766    57,963    5,675    32,045    (6,749)  227,700
Capital expenditures    1,071        90      211        76        97     1,545
______________________________________________________________________________
                                                                [Download Table]

                                                                              
Three Months Ended                                                            
March 31, 1998:       Retail     Programs  Service  Brokerage Other   Total   
______________________________________________________________________________
Total Revenues        $ 23,072   $ 6,733   $ 3,299  $  4,036  $ (511) $ 36,629

Interest and other                                                            
 investment income         337       463        49       110    (184)      775
Interest expense             5         -         -         -     105       110
Depreciation and                                                              
  amortization           1,325       333        78       226      52     2,014
Income (loss) before                                                          
  income taxes           6,296     2,307       573     1,707    (705)   10,178

Total assets           100,196    60,870     4,474    34,353   (5,784) 194,109
Capital expenditures       649       136        78        46       13      922

______________________________________________________________________________


ITEM 2:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL                   
CONDITION AND RESULTS OF OPERATIONS                     

Results of Operations                                                           

Net Income.  Net income for the first quarter of 1999 was $7,235,000, 
or $.54 per share, compared with net income in the first quarter of 1998        
of $6,158,000, or $.47 per share, an 18% increase.                              

Commissions and Fees.  Commissions and fees for the first quarter     
of 1999 increased $7,248,000, or 20%, from the same period in 1998.             
Approximately $6,815,000 of this increase represents revenues from              
acquired agencies, with the remainder due to new business production.           

Investment Income.  Investment income for the first quarter of 1999   
decreased $203,000 from the same period in 1998, primarily due to a             
reduction in available cash to invest.                                          

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Other Income.  Other income primarily includes gains and losses       
from the sale of customer accounts and other assets.  Other income for          
the three-month period ended March 31, 1999 increased $202,000 over the         
same period in 1998, primarily due to the disposition of the assets of          
the Company's Charlotte, North Carolina office in the first quarter of 1998,    
which resulted in a loss of $518,000.                                           

Employee Compensation and Benefits.  Employee compensation and        
benefits increased 24% during the first quarter of 1999 over the same           
period in 1998.  This increase primarily relates to the addition of new         
employees as a result of acquisitions.  Employee compensation and benefits      
as a percentage of total revenue increased to 51% in the first                  
quarter of 1999, compared with 49% incurred in the same period in 1998.         

Other Operating Expenses.  Other operating expenses for the first     
quarter of 1999 increased $595,000, or 8%, over the same period in 1998,        
primarily due to acquisitions.  Other operating expenses as a percentage        
of total revenue declined to 17% in the first quarter of 1999, compared         
with 19% incurred in the same period in 1998.                                   

Amortization.   Amortization increased $551,000, or 45%, over the same
period in 1998, primarily due to increased amortization from acquisitions.      

Interest.    Interest increased $50,000, or 45%, over the same period 
in 1998, primarily due to higher levels of incurred debt.                       

Liquidity and Capital Resources                                                 

The Company's cash and cash equivalents of $40,162,000 at March 31,   
1999 decreased by $2,012,000 from $42,174,000 at December 31, 1998.  During     
the first quarter of 1999, $23,884,000 of cash was provided from operating      
activities.   From both this amount and existing cash balances, $13,041,000     
was used for payments on long-term debt, $9,821,000 was used to acquire         
businesses, $1,545,000 was used for additions to fixed assets, and              
$1,485,000 was used for payment of dividends.  The current ratio at             
March 31, 1999 was 0.89, compared to 1.03 as of December 31, 1998.              

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            
(8.75% at March 31, 1999).  The amount of available credit will decrease        
by $1 million each year beginning in August 2000 in accordance with             
the August 1, 1998 amendment to the original loan agreement.  As of             
March 31, 1999, 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 March 31, 1999, 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.                               

Year 2000 Date Conversion                                                       

Year 2000 issues relate to system failures or errors resulting from   
computer programs and embedded computer chips which utilize dates with only     
two digits instead of four digits to represent a year. A data field with        
two digits representing a year may result in an error or failure due to         
the system's inability to recognize "00" as the Year 2000.  The Company         
is reviewing its computer systems for Year 2000 readiness and is implementing   
a plan to resolve existing issues.                                              

The Company has evaluated and identified the risks of failure of its  
information and financial                                                       

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10
systems which may be adversely affected by Year 2000 issues.  The Company       
is in the process of making required upgrades and other remedial measures.      
The Company expects to complete such implementation by September, 1999.         
To date, approximately $450,000 has been expended in systems upgrades           
directly relating to Year 2000 issues.  Present estimates for further           
expenditures to address Year 2000 issues are between $100,000 and $350,000.     

Based on its assessments to date, the Company believes it will not    
experience any material disruption as a result of Year 2000 issues in           
processing information, interfacing with key vendors, or with processing        
orders and billing.  However, the Year 2000 issue creates risk for the          
Company from unforeseen problems in its own computer systems and from           
third parties on which the Company relies. Accordingly, the Company is          
requesting assurances from software vendors from which it has                   
purchased or from which it may purchase software that the software              
sold to the Company will continue to correctly process date information         
through 2000 and beyond.  In addition, the Company is querying its              
independent brokers and insurance carriers as to their progress in              
identifying and addressing problems that their computer systems                 
may experience in correctly processing date information as the                  
year 2000 approaches and thereafter.  However, there are no assurances          
that the Company will identify all date-handling problems in its business       
systems or that the Company will be able to successfully remedy Year 2000       
compliance issues that are discovered.                                          

To the extent that the Company is unable to resolve its Year 2000     
issues prior to January 1, 2000, operating results could be adversely           
affected.  In addition, the Company could be adversely affected if other        
entities (e.g., insurance carriers and independent agents through which         
the Company brokers business) not affiliated with the Company do not            
appropriately address their own Year 2000 compliance issues in                  
advance of their occurrence.  There is also risk that insureds may              
attempt to recover  damages  from  the  Company if  their  insurance            
policies  procured with the assistance of the Company are believed by           
such insureds to cover Year 2000-related claims, but do not                     
do so.  The impact of these potential legal disputes cannot be                  
reasonably estimated.   The Company has developed a contingency                 
plan for dealing with Year 2000 issues that could surface in a                  
particular office or offices.  That plan involves shifting the                  
information systems functions from the affected office to another               
Company office that will be specially equipped and staffed to absorb            
the additional responsibilities.  However, there can be no assurance            
that Year 2000 issues will not have a material adverse effect on the            
Company's business, results of operation or financial condition.                

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       

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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 March 31, 1999.                             

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12
BROWN & BROWN, INC.           

PART II - OTHER INFORMATION             

ITEM 1:   LEGAL PROCEEDINGS                                                     

 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 of such pending or threatened proceedings will have a material adverse      
effect on the Company's financial position or results of operations.            

                                                                [Download Table]


ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K                                   
                                                                             
     (a)     EXHIBITS                                                        

             Exhibit 3a -     Amended and Restated Articles of Incorporation 
                              (filed herewith)                               

             Exhibit 3b -     Amended and Restated Bylaws (incorporated by   
                              reference to Exhibit 3b to Form 10-K for the   
                              year ended December 31, 1996)                  

             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
             March 31, 1999.                                                 


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.

Date:   May 12, 1999                    /S/ JEFFREY R. PARO                     
                                   _____________________________________
             Jeffrey R. Paro
                                     Vice President, Chief Financial Officer
               and Treasurer
                                     (duly authorized officer, principal
                                   financial officer and principal
                       accounting officer)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	1/1/00	10
	12/31/99	6		10-K, 11-K, DEF 14A
Filed on:	5/13/99
	5/12/99	12
	5/2/99	1
For Period End:	3/31/99	1	12
	12/31/98	6	9	10-K, 11-K, DEF 14A, PRE 14A
	8/1/98	7	9
	3/31/98	2	8	10-Q
	12/31/96	12		10-K, 11-K
				List all Filings

10 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/03/22  Brown & Brown, Inc.               10-Q        9/30/22   87:24M                                    Donnelley … Solutions/FA
 7/26/22  Brown & Brown, Inc.               10-Q        6/30/22   87:21M                                    Donnelley … Solutions/FA
 5/09/22  Brown & Brown, Inc.               10-Q        3/31/22   89:26M                                    Donnelley … Solutions/FA
 2/23/22  Brown & Brown, Inc.               10-K       12/31/21  111:35M                                    Donnelley … Solutions/FA
10/26/21  Brown & Brown, Inc.               10-Q        9/30/21   86:17M                                    Donnelley … Solutions/FA
 7/27/21  Brown & Brown, Inc.               10-Q        6/30/21   86:16M                                    ActiveDisclosure/FA
 4/27/21  Brown & Brown, Inc.               10-Q        3/31/21   86:13M                                    ActiveDisclosure/FA
 2/23/21  Brown & Brown, Inc.               10-K       12/31/20  111:30M                                    ActiveDisclosure/FA
10/27/20  Brown & Brown, Inc.               10-Q        9/30/20   86:18M                                    ActiveDisclosure/FA
 9/03/20  Brown & Brown, Inc.               S-3ASR      9/03/20    5:666K                                   ActiveDisclosure/FA

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Filing Submission 0000079282-99-000010 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Brown & Brown Inc – ‘10-Q’ for 3/31/99

As of: Thursday, 5/13/99 · For: 3/31/99 · Accession #: 79282-99-10 · File #: 1-13619

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

10 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents