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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Florida
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59-0864469
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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220 South Ridgewood Avenue,
Daytona Beach, FL
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32114
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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o
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PAGE
NO.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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•
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Future prospects;
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•
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Material adverse changes in economic conditions in the markets we serve and in the general economy;
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•
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Premium rates set by insurance companies and insurable exposure units, which have traditionally varied and are difficult to predict;
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•
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Future regulatory actions and conditions in the states in which we conduct our business;
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•
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The occurrence of adverse economic conditions, an adverse regulatory climate, or a disaster in Arizona, California, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Massachusetts, Michigan, New Jersey, New York, Oregon, Pennsylvania, Texas, Virginia and Washington, because a significant portion of business written by us is for customers located in these states;
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•
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Our ability to attract, retain and enhance qualified personnel;
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•
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Competition from others in or entering into the insurance agency, wholesale brokerage, insurance programs and related service business;
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•
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The integration of our operations with those of businesses or assets we have acquired or may acquire in the future and the failure to realize the expected benefits of such integration;
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•
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Risks that could negatively affect our acquisition strategy, including continuing consolidation among insurance intermediaries and the increasing presence of private equity investors driving up valuations;
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•
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Our ability to forecast liquidity needs through at least the end of 2017;
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•
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Our ability to renew or replace expiring leases;
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•
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Outcomes of existing or future legal proceedings and governmental investigations;
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•
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Policy cancellations and renewal terms, which can be unpredictable;
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•
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Potential changes to the tax rate that would affect the value of deferred tax assets and liabilities and the impact on income available for investment or distributable to shareholders;
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•
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The inherent uncertainty in making estimates, judgments, and assumptions in the preparation of financial statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”);
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•
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Our ability to effectively utilize technology to provide improved value for our customers or carrier partners as well as applying effective internal controls and efficiencies in operations; and
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•
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Other risks and uncertainties as may be detailed from time to time in our public announcements and Securities and Exchange Commission (“SEC”) filings.
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(in thousands, except per share data)
|
For the three months
ended March 31, |
||||||
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2017
|
|
2016
|
||||
REVENUES
|
|
|
|
||||
Commissions and fees
|
$
|
444,566
|
|
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$
|
422,335
|
|
Investment income
|
243
|
|
|
418
|
|
||
Other income, net
|
20,271
|
|
|
1,420
|
|
||
Total revenues
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465,080
|
|
|
424,173
|
|
||
EXPENSES
|
|
|
|
||||
Employee compensation and benefits
|
245,866
|
|
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224,059
|
|
||
Other operating expenses
|
66,919
|
|
|
63,605
|
|
||
Gain on disposal
|
(100
|
)
|
|
(2,044
|
)
|
||
Amortization
|
21,620
|
|
|
21,610
|
|
||
Depreciation
|
6,098
|
|
|
5,318
|
|
||
Interest
|
9,682
|
|
|
9,897
|
|
||
Change in estimated acquisition earn-out payables
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4,028
|
|
|
(821
|
)
|
||
Total expenses
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354,113
|
|
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321,624
|
|
||
Income before income taxes
|
110,967
|
|
|
102,549
|
|
||
Income taxes
|
40,857
|
|
|
40,479
|
|
||
Net income
|
$
|
70,110
|
|
|
$
|
62,070
|
|
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.50
|
|
|
$
|
0.45
|
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Diluted
|
$
|
0.49
|
|
|
$
|
0.44
|
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Dividends declared per share
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$
|
0.14
|
|
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$
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0.12
|
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(in thousands, except per share data)
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March 31,
2017 |
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December 31,
2016 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
546,721
|
|
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$
|
515,646
|
|
Restricted cash and investments
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279,368
|
|
|
265,637
|
|
||
Short-term investments
|
20,622
|
|
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15,048
|
|
||
Premiums, commissions and fees receivable
|
486,291
|
|
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502,482
|
|
||
Reinsurance recoverable
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39,239
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|
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78,083
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|
||
Prepaid reinsurance premiums
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280,140
|
|
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308,661
|
|
||
Other current assets
|
44,584
|
|
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50,571
|
|
||
Total current assets
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1,696,965
|
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1,736,128
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|
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Fixed assets, net
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72,607
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|
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75,807
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Goodwill
|
2,675,831
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2,675,402
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|
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Amortizable intangible assets, net
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685,519
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707,454
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|
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Investments
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17,153
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|
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23,048
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|
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Other assets
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49,369
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|
|
44,895
|
|
||
Total assets
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$
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5,197,444
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$
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5,262,734
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LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
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|
||||
Current Liabilities:
|
|
|
|
||||
Premiums payable to insurance companies
|
$
|
643,181
|
|
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$
|
647,564
|
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Losses and loss adjustment reserve
|
39,239
|
|
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78,083
|
|
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Unearned premiums
|
280,140
|
|
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308,661
|
|
||
Premium deposits and credits due customers
|
90,853
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|
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83,765
|
|
||
Accounts payable
|
104,819
|
|
|
69,595
|
|
||
Accrued expenses and other liabilities
|
124,676
|
|
|
201,989
|
|
||
Current portion of long-term debt
|
55,000
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55,500
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|
||
Total current liabilities
|
1,337,908
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1,445,157
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Long-term debt, less unamortized discount and debt issuance costs
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1,005,044
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1,018,372
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|
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Deferred income taxes, net
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368,323
|
|
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357,686
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|
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Other liabilities
|
70,373
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81,308
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Shareholders’ Equity:
|
|
|
|
||||
Common stock, par value $0.10 per share; authorized 280,000 shares; issued 148,277 shares and outstanding 140,274 shares at 2017, issued 148,107 shares and outstanding 140,104 shares at 2016
|
14,828
|
|
|
14,811
|
|
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Additional paid-in capital
|
472,749
|
|
|
468,443
|
|
||
Treasury stock, at cost 8,003 shares at 2017 and 2016, respectively
|
(257,683
|
)
|
|
(257,683
|
)
|
||
Retained earnings
|
2,185,902
|
|
|
2,134,640
|
|
||
Total shareholders’ equity
|
2,415,796
|
|
|
2,360,211
|
|
||
Total liabilities and shareholders’ equity
|
$
|
5,197,444
|
|
|
$
|
5,262,734
|
|
|
For the three months
ended March 31, |
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
70,110
|
|
|
$
|
62,070
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization
|
21,620
|
|
|
21,610
|
|
||
Depreciation
|
6,098
|
|
|
5,318
|
|
||
Non-cash stock-based compensation
|
8,564
|
|
|
2,772
|
|
||
Change in estimated acquisition earn-out payables
|
4,028
|
|
|
(821
|
)
|
||
Deferred income taxes
|
10,005
|
|
|
9,933
|
|
||
Amortization of debt discount
|
39
|
|
|
39
|
|
||
Amortization and disposal of deferred financing costs
|
383
|
|
|
420
|
|
||
Accretion of discounts and premiums, investments
|
8
|
|
|
18
|
|
||
Income tax benefit from exercise of shares from the stock benefit plans
|
—
|
|
|
(1,249
|
)
|
||
Net gain on sales of investments, fixed assets and customer accounts
|
(2
|
)
|
|
(1,911
|
)
|
||
Payments on acquisition earn-outs in excess of original estimated payables
|
(4,547
|
)
|
|
(3,550
|
)
|
||
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures:
|
|
|
|
||||
Premiums, commissions and fees receivable decrease
|
16,297
|
|
|
5,229
|
|
||
Reinsurance recoverables decrease (increase)
|
38,844
|
|
|
(26,161
|
)
|
||
Prepaid reinsurance premiums decrease
|
28,521
|
|
|
29,859
|
|
||
Other assets decrease (increase)
|
1,404
|
|
|
(21,247
|
)
|
||
Premiums payable to insurance companies (decrease)
|
(4,383
|
)
|
|
(21,139
|
)
|
||
Premium deposits and credits due customers increase
|
7,088
|
|
|
6,238
|
|
||
Losses and loss adjustment reserve (decrease) increase
|
(38,844
|
)
|
|
26,161
|
|
||
Unearned premiums (decrease)
|
(28,521
|
)
|
|
(29,859
|
)
|
||
Accounts payable increase
|
45,386
|
|
|
22,962
|
|
||
Accrued expenses and other liabilities (decrease)
|
(77,325
|
)
|
|
(50,034
|
)
|
||
Other liabilities (decrease)
|
(14,752
|
)
|
|
(3,436
|
)
|
||
Net cash provided by operating activities
|
90,021
|
|
|
33,222
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Additions to fixed assets
|
(3,032
|
)
|
|
(4,252
|
)
|
||
Payments for businesses acquired, net of cash acquired
|
—
|
|
|
(40,603
|
)
|
||
Proceeds from sales of fixed assets and customer accounts
|
589
|
|
|
2,467
|
|
||
Purchases of investments
|
(379
|
)
|
|
(10,106
|
)
|
||
Proceeds from sales of investments
|
679
|
|
|
7,604
|
|
||
Net cash used in investing activities
|
(2,143
|
)
|
|
(44,890
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Payments on acquisition earn-outs
|
(5,683
|
)
|
|
(5,527
|
)
|
||
Payments on long-term debt
|
(14,250
|
)
|
|
(6,875
|
)
|
||
Income tax benefit from exercise of shares from the stock benefit plans
|
—
|
|
|
1,249
|
|
||
Issuances of common stock for employee stock benefit plans
|
506
|
|
|
916
|
|
||
Repurchase shares to fund tax withholdings for non-cash stock-based compensation
|
(4,742
|
)
|
|
(1,385
|
)
|
||
Purchase of treasury stock
|
—
|
|
|
(11,250
|
)
|
||
Settlement of accelerated share repurchase program
|
—
|
|
|
11,250
|
|
||
Cash dividends paid
|
(18,903
|
)
|
|
(16,962
|
)
|
||
Net cash used in financing activities
|
(43,072
|
)
|
|
(28,584
|
)
|
||
Net increase (decrease) in cash and cash equivalents inclusive of restricted cash
|
44,806
|
|
|
(40,252
|
)
|
||
Cash and cash equivalents inclusive of restricted cash at beginning of period
|
781,283
|
|
|
673,173
|
|
||
Cash and cash equivalents inclusive of restricted cash at end of period
|
$
|
826,089
|
|
|
$
|
632,921
|
|
|
For the three months
ended March 31, |
||||||
(in thousands, except per share data)
|
2017
|
|
2016
|
||||
Net income
|
$
|
70,110
|
|
|
$
|
62,070
|
|
Net income attributable to unvested awarded performance stock
|
(1,685
|
)
|
|
(1,451
|
)
|
||
Net income attributable to common shares
|
$
|
68,425
|
|
|
$
|
60,619
|
|
Weighted average number of common shares outstanding – basic
|
140,112
|
|
|
138,793
|
|
||
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic
|
(3,368
|
)
|
|
(3,245
|
)
|
||
Weighted average number of common shares outstanding for basic earnings per common share
|
136,744
|
|
|
135,548
|
|
||
Dilutive effect of stock options
|
2,282
|
|
|
1,392
|
|
||
Weighted average number of shares outstanding – diluted
|
139,026
|
|
|
136,940
|
|
||
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.50
|
|
|
$
|
0.45
|
|
Diluted
|
$
|
0.49
|
|
|
$
|
0.44
|
|
(in thousands)
|
Other
|
|
Total
|
||||
Other current assets
|
93
|
|
|
93
|
|
||
Goodwill
|
429
|
|
|
429
|
|
||
Purchased customer accounts
|
(32
|
)
|
|
(32
|
)
|
||
Total assets acquired
|
490
|
|
|
490
|
|
||
Other current liabilities
|
(12
|
)
|
|
(12
|
)
|
||
Deferred income tax, net
|
(689
|
)
|
|
(689
|
)
|
||
Total liabilities assumed
|
(701
|
)
|
|
(701
|
)
|
||
Net assets acquired
|
$
|
(211
|
)
|
|
$
|
(211
|
)
|
|
For the three months
ended March 31, |
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Balance as of the beginning of the period
|
$
|
63,821
|
|
|
$
|
78,387
|
|
Additions to estimated acquisition earn-out payables
|
(211
|
)
|
|
606
|
|
||
Payments for estimated acquisition earn-out payables
|
(10,230
|
)
|
|
(9,077
|
)
|
||
Subtotal
|
53,380
|
|
|
69,916
|
|
||
Net change in earnings from estimated acquisition earn-out payables:
|
|
|
|
||||
Change in fair value on estimated acquisition earn-out payables
|
3,335
|
|
|
(1,563
|
)
|
||
Interest expense accretion
|
693
|
|
|
742
|
|
||
Net change in earnings from estimated acquisition earn-out payables
|
4,028
|
|
|
(821
|
)
|
||
Balance as of March 31,
|
$
|
57,408
|
|
|
$
|
69,095
|
|
(in thousands)
|
Retail
|
|
National
Programs
|
|
Wholesale
Brokerage
|
|
Services
|
|
Total
|
||||||||||
Balance as of January 1, 2017
|
$
|
1,354,667
|
|
|
$
|
901,294
|
|
|
$
|
284,869
|
|
|
$
|
134,572
|
|
|
$
|
2,675,402
|
|
Goodwill of acquired businesses
|
(133
|
)
|
|
—
|
|
|
(127
|
)
|
|
689
|
|
|
429
|
|
|||||
Balance as of March 31, 2017
|
$
|
1,354,534
|
|
|
$
|
901,294
|
|
|
$
|
284,742
|
|
|
$
|
135,261
|
|
|
$
|
2,675,831
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||||||
(in thousands)
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Weighted
Average
Life
(Years)(1)
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Weighted
Average
Life
(Years)
(1)
|
||||||||||||
Purchased customer accounts
|
$
|
1,447,280
|
|
|
$
|
(763,026
|
)
|
|
$
|
684,254
|
|
|
15.0
|
|
$
|
1,447,680
|
|
|
$
|
(741,770
|
)
|
|
$
|
705,910
|
|
|
15.0
|
Non-compete agreements
|
29,668
|
|
|
(28,403
|
)
|
|
1,265
|
|
|
6.8
|
|
29,668
|
|
|
(28,124
|
)
|
|
1,544
|
|
|
6.8
|
||||||
Total
|
$
|
1,476,948
|
|
|
$
|
(791,429
|
)
|
|
$
|
685,519
|
|
|
|
|
$
|
1,477,348
|
|
|
$
|
(769,894
|
)
|
|
$
|
707,454
|
|
|
|
(1)
|
Weighted average life calculated as of the date of acquisition.
|
(in thousands)
|
March 31, 2017
|
|
December 31, 2016
|
||||
Current portion of long-term debt:
|
|
|
|
||||
Current portion of 5-year term loan facility expires 2019
|
$
|
55,000
|
|
|
$
|
55,000
|
|
Short-term promissory note
|
—
|
|
|
500
|
|
||
Total current portion of long-term debt
|
55,000
|
|
|
55,500
|
|
||
Long-term debt:
|
|
|
|
||||
Note agreements:
|
|
|
|
||||
4.500% senior notes, Series E, quarterly interest payments, balloon due 2018
|
100,000
|
|
|
100,000
|
|
||
4.200% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2024
|
498,825
|
|
|
498,785
|
|
||
Total notes
|
598,825
|
|
|
598,785
|
|
||
Credit agreements:
|
|
|
|
||||
5-year term-loan facility, periodic interest and principal payments, LIBOR plus up to 1.750%, expires May 20, 2019
|
412,500
|
|
|
426,250
|
|
||
5-year revolving-loan facility, periodic interest payments, LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires May 20, 2019
|
—
|
|
|
—
|
|
||
Total credit agreements
|
412,500
|
|
|
426,250
|
|
||
Debt issuance costs (contra)
|
(6,281
|
)
|
|
(6,663
|
)
|
||
Total long-term debt, less unamortized discount and debt issuance costs
|
1,005,044
|
|
|
1,018,372
|
|
||
Current portion of long-term debt
|
55,000
|
|
|
55,500
|
|
||
Total debt
|
$
|
1,060,044
|
|
|
$
|
1,073,872
|
|
|
For the three months
ended March 31, |
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest
|
$
|
14,531
|
|
|
$
|
14,323
|
|
Income taxes
|
$
|
2,704
|
|
|
$
|
6,922
|
|
|
Balance as of March 31,
|
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Table to reconcile cash and cash equivalents inclusive of restricted cash
|
|
|
|
||||
Cash and cash equivalents
|
$
|
546,721
|
|
|
$
|
401,846
|
|
Restricted cash
|
279,368
|
|
|
231,075
|
|
||
Total cash and cash equivalents inclusive of restricted cash at the end of the period
|
$
|
826,089
|
|
|
$
|
632,921
|
|
|
Balance as of December, 31
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Table to reconcile cash and cash equivalents inclusive of restricted cash
|
|
|
|
||||
Cash and cash equivalents
|
$
|
515,646
|
|
|
$
|
443,420
|
|
Restricted cash
|
265,637
|
|
|
229,753
|
|
||
Total cash and cash equivalents inclusive of restricted cash at the end of the period
|
$
|
781,283
|
|
|
$
|
673,173
|
|
|
For the three months ended March 31, 2017
|
||||||||||||||||||||||
(in thousands)
|
Retail
|
|
National
Programs
|
|
Wholesale
Brokerage
|
|
Services
|
|
Other
|
|
Total
|
||||||||||||
Total revenues
|
$
|
239,287
|
|
|
$
|
101,183
|
|
|
$
|
65,247
|
|
|
$
|
39,326
|
|
|
$
|
20,037
|
|
|
$
|
465,080
|
|
Investment income
|
$
|
2
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
80
|
|
|
$
|
87
|
|
|
$
|
243
|
|
Amortization
|
$
|
10,647
|
|
|
$
|
6,904
|
|
|
$
|
2,931
|
|
|
$
|
1,138
|
|
|
$
|
—
|
|
|
$
|
21,620
|
|
Depreciation
|
$
|
1,389
|
|
|
$
|
1,959
|
|
|
$
|
490
|
|
|
$
|
399
|
|
|
$
|
1,861
|
|
|
$
|
6,098
|
|
Interest expense
|
$
|
8,576
|
|
|
$
|
10,035
|
|
|
$
|
1,675
|
|
|
$
|
961
|
|
|
$
|
(11,565
|
)
|
|
$
|
9,682
|
|
Income before income taxes
|
$
|
48,855
|
|
|
$
|
12,527
|
|
|
$
|
15,265
|
|
|
$
|
6,121
|
|
|
$
|
28,199
|
|
|
$
|
110,967
|
|
Total assets
|
$
|
3,861,118
|
|
|
$
|
2,634,008
|
|
|
$
|
1,121,109
|
|
|
$
|
363,173
|
|
|
$
|
(2,781,964
|
)
|
|
$
|
5,197,444
|
|
Capital expenditures
|
$
|
1,136
|
|
|
$
|
1,080
|
|
|
$
|
378
|
|
|
$
|
150
|
|
|
$
|
288
|
|
|
$
|
3,032
|
|
|
For the three months ended March 31, 2016
|
||||||||||||||||||||||
(in thousands)
|
Retail
|
|
National
Programs
|
|
Wholesale
Brokerage
|
|
Services
|
|
Other
|
|
Total
|
||||||||||||
Total revenues
|
$
|
232,188
|
|
|
$
|
101,070
|
|
|
$
|
53,414
|
|
|
$
|
36,568
|
|
|
$
|
933
|
|
|
$
|
424,173
|
|
Investment income
|
$
|
21
|
|
|
$
|
248
|
|
|
$
|
3
|
|
|
$
|
64
|
|
|
$
|
82
|
|
|
$
|
418
|
|
Amortization
|
$
|
10,989
|
|
|
$
|
7,108
|
|
|
$
|
2,442
|
|
|
$
|
1,065
|
|
|
$
|
6
|
|
|
$
|
21,610
|
|
Depreciation
|
$
|
1,637
|
|
|
$
|
1,929
|
|
|
$
|
496
|
|
|
$
|
487
|
|
|
$
|
769
|
|
|
$
|
5,318
|
|
Interest expense
|
$
|
10,403
|
|
|
$
|
12,590
|
|
|
$
|
247
|
|
|
$
|
1,236
|
|
|
$
|
(14,579
|
)
|
|
$
|
9,897
|
|
Income before income taxes
|
$
|
50,452
|
|
|
$
|
13,803
|
|
|
$
|
14,562
|
|
|
$
|
5,052
|
|
|
$
|
18,680
|
|
|
$
|
102,549
|
|
Total assets
|
$
|
3,531,100
|
|
|
$
|
2,499,870
|
|
|
$
|
888,745
|
|
|
$
|
324,269
|
|
|
$
|
(2,251,024
|
)
|
|
$
|
4,992,960
|
|
Capital expenditures
|
$
|
1,049
|
|
|
$
|
1,932
|
|
|
$
|
592
|
|
|
$
|
205
|
|
|
$
|
474
|
|
|
$
|
4,252
|
|
(in thousands)
|
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. Treasury securities, obligations of U.S. Government agencies and municipals
|
$
|
26,648
|
|
|
$
|
6
|
|
|
$
|
(64
|
)
|
|
$
|
26,590
|
|
Corporate debt
|
1,982
|
|
|
14
|
|
|
—
|
|
|
1,996
|
|
||||
Total
|
$
|
28,630
|
|
|
$
|
20
|
|
|
$
|
(64
|
)
|
|
$
|
28,586
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
U.S. Treasury securities, obligations of U.S. Government agencies and municipals
|
$
|
23,601
|
|
|
$
|
(64
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,601
|
|
|
$
|
(64
|
)
|
Corporate debt
|
276
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276
|
|
|
—
|
|
||||||
Total
|
$
|
23,877
|
|
|
$
|
(64
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,877
|
|
|
$
|
(64
|
)
|
(in thousands)
|
Cost
|
|
Gross Unrealized
Gains
|
|
Gross Unrealized
Losses
|
|
Fair Value
|
||||||||
U.S. Treasury securities, obligations of U.S. Government agencies and municipals
|
$
|
26,280
|
|
|
$
|
11
|
|
|
$
|
(59
|
)
|
|
$
|
26,232
|
|
Corporate debt
|
2,358
|
|
|
13
|
|
|
(1
|
)
|
|
2,370
|
|
||||
Total
|
$
|
28,638
|
|
|
$
|
24
|
|
|
$
|
(60
|
)
|
|
$
|
28,602
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(in thousands)
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
U.S. Treasury securities, obligations of U.S. Government agencies and municipals
|
$
|
14,663
|
|
|
$
|
(59
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,663
|
|
|
$
|
(59
|
)
|
Foreign Government
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate debt
|
1,001
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1,001
|
|
|
(1
|
)
|
||||||
Total
|
$
|
15,664
|
|
|
$
|
(60
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,664
|
|
|
$
|
(60
|
)
|
(in thousands)
|
Amortized Cost
|
|
Fair Value
|
||||
Years to maturity:
|
|
|
|
||||
Due in one year or less
|
$
|
11,441
|
|
|
$
|
11,432
|
|
Due after one year through five years
|
16,859
|
|
|
16,813
|
|
||
Due after five years
|
330
|
|
|
341
|
|
||
Total
|
$
|
28,630
|
|
|
$
|
28,586
|
|
(in thousands)
|
Amortized Cost
|
|
Fair Value
|
||||
Years to maturity:
|
|
|
|
||||
Due in one year or less
|
$
|
5,551
|
|
|
$
|
5,554
|
|
Due after one year through five years
|
22,757
|
|
|
22,708
|
|
||
Due after five years
|
330
|
|
|
340
|
|
||
Total
|
$
|
28,638
|
|
|
$
|
28,602
|
|
|
Period from January 1, 2017 to
March 31, 2017 |
||||||
(in thousands)
|
Written
|
|
Earned
|
||||
Direct premiums
|
$
|
113,167
|
|
|
$
|
141,688
|
|
Ceded premiums
|
(113,165
|
)
|
|
(141,686
|
)
|
||
Net premiums
|
$
|
2
|
|
|
$
|
2
|
|
|
For the three months
ended March 31, |
|||||||||
(in thousands, except percentages)
|
2017
|
|
2016
|
|
%
Change
|
|||||
REVENUES
|
|
|
|
|
|
|||||
Core commissions and fees
|
$
|
411,876
|
|
|
$
|
388,244
|
|
|
6.1
|
%
|
Profit-sharing contingent commissions
|
30,012
|
|
|
30,981
|
|
|
(3.1
|
)%
|
||
Guaranteed supplemental commissions
|
2,678
|
|
|
3,110
|
|
|
(13.9
|
)%
|
||
Investment income
|
243
|
|
|
418
|
|
|
(41.9
|
)%
|
||
Other income, net
|
20,271
|
|
|
1,420
|
|
|
NMF
|
|
||
Total revenues
|
465,080
|
|
|
424,173
|
|
|
9.6
|
%
|
||
EXPENSES
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
245,866
|
|
|
224,059
|
|
|
9.7
|
%
|
||
Other operating expenses
|
66,919
|
|
|
63,605
|
|
|
5.2
|
%
|
||
Loss/(gain) on disposal
|
(100
|
)
|
|
(2,044
|
)
|
|
(95.1
|
)%
|
||
Amortization
|
21,620
|
|
|
21,610
|
|
|
—
|
%
|
||
Depreciation
|
6,098
|
|
|
5,318
|
|
|
14.7
|
%
|
||
Interest
|
9,682
|
|
|
9,897
|
|
|
(2.2
|
)%
|
||
Change in estimated acquisition earn-out payables
|
4,028
|
|
|
(821
|
)
|
|
NMF
|
|
||
Total expenses
|
354,113
|
|
|
321,624
|
|
|
10.1
|
%
|
||
Income before income taxes
|
110,967
|
|
|
102,549
|
|
|
8.2
|
%
|
||
Income taxes
|
40,857
|
|
|
40,479
|
|
|
0.9
|
%
|
||
NET INCOME
|
$
|
70,110
|
|
|
$
|
62,070
|
|
|
12.9
|
%
|
Organic revenue growth rate
(1)
|
3.5
|
%
|
|
1.3
|
%
|
|
|
|||
Employee compensation and benefits relative to total revenues
|
52.9
|
%
|
|
52.8
|
%
|
|
|
|||
Other operating expenses relative to total revenues
|
14.4
|
%
|
|
15.0
|
%
|
|
|
|||
Capital expenditures
|
$
|
3,032
|
|
|
$
|
4,252
|
|
|
|
|
Total assets at March 31
|
$
|
5,197,444
|
|
|
$
|
4,992,960
|
|
|
|
|
(1)
|
A non-GAAP financial measure
|
|
For the three months
ended March 31, |
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Change in fair value of estimated acquisition earn-out payables
|
$
|
3,335
|
|
|
$
|
(1,563
|
)
|
Interest expense accretion
|
693
|
|
|
742
|
|
||
Net change in earnings from estimated acquisition earn-out payables
|
$
|
4,028
|
|
|
$
|
(821
|
)
|
|
For the three months
ended March 31, |
||||||
(in thousands)
|
2017
|
|
2016
|
||||
Commissions and fees
|
$
|
444,566
|
|
|
$
|
422,335
|
|
Less profit-sharing contingent commissions
|
30,012
|
|
|
30,981
|
|
||
Less guaranteed supplemental commissions
|
2,678
|
|
|
3,110
|
|
||
Core commissions and fees
|
411,876
|
|
|
388,244
|
|
||
Less acquisition revenues
|
10,610
|
|
|
—
|
|
||
Less divested business
|
—
|
|
|
503
|
|
||
Organic Revenue
|
$
|
401,266
|
|
|
$
|
387,741
|
|
|
For the three months
ended March 31, |
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Commissions and fees
|
$
|
422,335
|
|
|
$
|
403,781
|
|
Less profit-sharing contingent commissions
|
30,981
|
|
|
29,955
|
|
||
Less guaranteed supplemental commissions
|
3,110
|
|
|
3,356
|
|
||
Core commissions and fees
|
388,244
|
|
|
370,470
|
|
||
Less acquisition revenues
|
14,258
|
|
|
—
|
|
||
Less divested business
|
—
|
|
|
1,351
|
|
||
Organic Revenue
|
$
|
373,986
|
|
|
$
|
369,119
|
|
2016
|
Retail
(1)
|
|
National Programs
|
|
Wholesale Brokerage
|
|
Services
|
|
Total
|
||||||||||||||||||||||||||||||
(in thousands, except percentages)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Commissions and Fees
|
$
|
231,687
|
|
|
$
|
217,979
|
|
|
$
|
100,807
|
|
|
$
|
99,274
|
|
|
$
|
53,338
|
|
|
$
|
51,724
|
|
|
$
|
36,503
|
|
|
$
|
34,804
|
|
|
$
|
422,335
|
|
|
$
|
403,781
|
|
Total Change
|
$
|
13,708
|
|
|
|
|
$
|
1,533
|
|
|
|
|
$
|
1,614
|
|
|
|
|
$
|
1,699
|
|
|
|
|
$
|
18,554
|
|
|
|
||||||||||
Total Growth %
|
6.3
|
%
|
|
|
|
1.5
|
%
|
|
|
|
3.1
|
%
|
|
|
|
4.9
|
%
|
|
|
|
4.6
|
%
|
|
|
|||||||||||||||
Contingents
|
20,762
|
|
|
18,828
|
|
|
5,244
|
|
|
6,017
|
|
|
4,975
|
|
|
5,110
|
|
|
—
|
|
|
—
|
|
|
30,981
|
|
|
29,955
|
|
||||||||||
GSCs
|
2,627
|
|
|
2,799
|
|
|
6
|
|
|
3
|
|
|
477
|
|
|
554
|
|
|
—
|
|
|
—
|
|
|
3,110
|
|
|
3,356
|
|
||||||||||
Core Commissions and Fees
|
$
|
208,298
|
|
|
$
|
196,352
|
|
|
$
|
95,557
|
|
|
$
|
93,254
|
|
|
$
|
47,886
|
|
|
$
|
46,060
|
|
|
$
|
36,503
|
|
|
$
|
34,804
|
|
|
$
|
388,244
|
|
|
$
|
370,470
|
|
Acquisition Revenues
|
11,089
|
|
|
—
|
|
|
1,266
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
1,649
|
|
|
—
|
|
|
14,258
|
|
|
—
|
|
||||||||||
Divested Business
|
—
|
|
|
504
|
|
|
—
|
|
|
492
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
—
|
|
|
1,351
|
|
||||||||||
Organic Revenue
(2)
|
$
|
197,209
|
|
|
$
|
195,848
|
|
|
$
|
94,291
|
|
|
$
|
92,762
|
|
|
$
|
47,632
|
|
|
$
|
46,060
|
|
|
$
|
34,854
|
|
|
$
|
34,449
|
|
|
$
|
373,986
|
|
|
$
|
369,119
|
|
Organic Revenue Growth
(2)
|
$
|
1,361
|
|
|
|
|
$
|
1,529
|
|
|
|
|
$
|
1,572
|
|
|
|
|
$
|
405
|
|
|
|
|
$
|
4,867
|
|
|
|
||||||||||
Organic Revenue Growth %
(2)
|
0.7
|
%
|
|
|
|
1.6
|
%
|
|
|
|
3.4
|
%
|
|
|
|
1.2
|
%
|
|
|
|
1.3
|
%
|
|
|
|
(1)
|
The Retail Segment includes commissions and fees reported in the “Other” column of the Segment Information in Note 10 of the Notes to the Condensed Consolidated Financial Statements, which includes corporate and consolidation items.
|
(2)
|
A non-GAAP financial measure
|
|
For the three months
ended March 31, |
|||||||||
(in thousands, except percentages)
|
2017
|
|
2016
|
|
%
Change |
|||||
REVENUES
|
|
|
|
|
|
|||||
Core commissions and fees
|
$
|
217,345
|
|
|
$
|
208,539
|
|
|
4.2
|
%
|
Profit-sharing contingent commissions
|
19,517
|
|
|
20,762
|
|
|
(6.0
|
)%
|
||
Guaranteed supplemental commissions
|
2,268
|
|
|
2,627
|
|
|
(13.7
|
)%
|
||
Investment income
|
2
|
|
|
21
|
|
|
(90.5
|
)%
|
||
Other income, net
|
155
|
|
|
239
|
|
|
(35.1
|
)%
|
||
Total revenues
|
239,287
|
|
|
232,188
|
|
|
3.1
|
%
|
||
EXPENSES
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
129,242
|
|
|
124,037
|
|
|
4.2
|
%
|
||
Other operating expenses
|
36,797
|
|
|
37,574
|
|
|
(2.1
|
)%
|
||
Loss/(gain) on disposal
|
(155
|
)
|
|
(2,044
|
)
|
|
(92.4
|
)%
|
||
Amortization
|
10,647
|
|
|
10,989
|
|
|
(3.1
|
)%
|
||
Depreciation
|
1,389
|
|
|
1,637
|
|
|
(15.1
|
)%
|
||
Interest
|
8,576
|
|
|
10,403
|
|
|
(17.6
|
)%
|
||
Change in estimated acquisition earn-out payables
|
3,936
|
|
|
(860
|
)
|
|
NMF
|
|
||
Total expenses
|
190,432
|
|
|
181,736
|
|
|
4.8
|
%
|
||
Income before income taxes
|
$
|
48,855
|
|
|
$
|
50,452
|
|
|
(3.2
|
)%
|
Organic revenue growth rate
(1)
|
4.0
|
%
|
|
0.7
|
%
|
|
|
|||
Employee compensation and benefits relative to total revenues
|
54.0
|
%
|
|
53.4
|
%
|
|
|
|||
Other operating expenses relative to total revenues
|
15.4
|
%
|
|
16.2
|
%
|
|
|
|||
Capital expenditures
|
$
|
1,136
|
|
|
$
|
1,049
|
|
|
|
|
Total assets at March 31
|
3,861,118
|
|
|
3,531,100
|
|
|
|
|
(1)
|
A non-GAAP financial measure
|
|
For the three months
ended March 31, |
|||||||||
(in thousands, except percentages)
|
2017
|
|
2016
|
|
% Change
|
|||||
REVENUES
|
|
|
|
|
|
|||||
Core commissions and fees
|
$
|
95,363
|
|
|
$
|
95,557
|
|
|
(0.2
|
)%
|
Profit-sharing contingent commissions
|
5,714
|
|
|
5,244
|
|
|
9.0
|
%
|
||
Guaranteed supplemental commissions
|
3
|
|
|
6
|
|
|
(50.0
|
)%
|
||
Investment income
|
74
|
|
|
248
|
|
|
(70.2
|
)%
|
||
Other income, net
|
29
|
|
|
15
|
|
|
93.3
|
%
|
||
Total revenues
|
101,183
|
|
|
101,070
|
|
|
0.1
|
%
|
||
EXPENSES
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
48,747
|
|
|
46,694
|
|
|
4.4
|
%
|
||
Other operating expenses
|
20,959
|
|
|
18,894
|
|
|
10.9
|
%
|
||
Loss/(gain) on disposal
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Amortization
|
6,904
|
|
|
7,108
|
|
|
(2.9
|
)%
|
||
Depreciation
|
1,959
|
|
|
1,929
|
|
|
1.6
|
%
|
||
Interest
|
10,035
|
|
|
12,590
|
|
|
(20.3
|
)%
|
||
Change in estimated acquisition earn-out payables
|
52
|
|
|
52
|
|
|
—
|
%
|
||
Total expenses
|
88,656
|
|
|
87,267
|
|
|
1.6
|
%
|
||
Income before income taxes
|
$
|
12,527
|
|
|
$
|
13,803
|
|
|
(9.2
|
)%
|
Organic revenue growth rate
(1)
|
(0.1
|
)%
|
|
1.6
|
%
|
|
|
|||
Employee compensation and benefits relative to total revenues
|
48.2
|
%
|
|
46.2
|
%
|
|
|
|||
Other operating expenses relative to total revenues
|
20.7
|
%
|
|
18.7
|
%
|
|
|
|||
Capital expenditures
|
$
|
1,080
|
|
|
$
|
1,932
|
|
|
|
|
Total assets at March 31
|
$
|
2,634,008
|
|
|
$
|
2,499,870
|
|
|
|
|
(1)
|
A non-GAAP financial measure
|
|
For the three months
ended March 31, |
|||||||||
(in thousands, except percentages)
|
2017
|
|
2016
|
|
% Change
|
|||||
REVENUES
|
|
|
|
|
|
|||||
Core commissions and fees
|
$
|
59,997
|
|
|
$
|
47,886
|
|
|
25.3
|
%
|
Profit-sharing contingent commissions
|
4,781
|
|
|
4,975
|
|
|
(3.9
|
)%
|
||
Guaranteed supplemental commissions
|
407
|
|
|
477
|
|
|
(14.7
|
)%
|
||
Investment income
|
—
|
|
|
3
|
|
|
(100.0
|
)%
|
||
Other income, net
|
62
|
|
|
73
|
|
|
(15.1
|
)%
|
||
Total revenues
|
65,247
|
|
|
53,414
|
|
|
22.2
|
%
|
||
EXPENSES
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
33,486
|
|
|
26,390
|
|
|
26.9
|
%
|
||
Other operating expenses
|
11,360
|
|
|
9,267
|
|
|
22.6
|
%
|
||
Loss/(gain) on disposal
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Amortization
|
2,931
|
|
|
2,442
|
|
|
20.0
|
%
|
||
Depreciation
|
490
|
|
|
496
|
|
|
(1.2
|
)%
|
||
Interest
|
1,675
|
|
|
247
|
|
|
NMF
|
|
||
Change in estimated acquisition earn-out payables
|
40
|
|
|
10
|
|
|
NMF
|
|
||
Total expenses
|
49,982
|
|
|
38,852
|
|
|
28.6
|
%
|
||
Income before income taxes
|
$
|
15,265
|
|
|
$
|
14,562
|
|
|
4.8
|
%
|
Organic revenue growth rate
(1)
|
7.4
|
%
|
|
3.4
|
%
|
|
|
|||
Employee compensation and benefits relative to total revenues
|
51.3
|
%
|
|
49.4
|
%
|
|
|
|||
Other operating expenses relative to total revenues
|
17.4
|
%
|
|
17.3
|
%
|
|
|
|||
Capital expenditures
|
$
|
378
|
|
|
$
|
592
|
|
|
|
|
Total assets at March 31
|
$
|
1,121,109
|
|
|
$
|
888,745
|
|
|
|
|
(1)
|
A non-GAAP financial measure
|
|
For the three months
ended March 31, |
|||||||||
(in thousands, except percentages)
|
2017
|
|
2016
|
|
% Change
|
|||||
REVENUES
|
|
|
|
|
|
|||||
Core commissions and fees
|
$
|
39,246
|
|
|
$
|
36,503
|
|
|
7.5
|
%
|
Profit-sharing contingent commissions
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Guaranteed supplemental commissions
|
—
|
|
|
—
|
|
|
—
|
%
|
||
Investment income
|
80
|
|
|
64
|
|
|
25.0
|
%
|
||
Other income, net
|
—
|
|
|
1
|
|
|
(100.0
|
)%
|
||
Total revenues
|
39,326
|
|
|
36,568
|
|
|
7.5
|
%
|
||
EXPENSES
|
|
|
|
|
|
|||||
Employee compensation and benefits
|
19,650
|
|
|
18,876
|
|
|
4.1
|
%
|
||
Other operating expenses
|
11,002
|
|
|
9,875
|
|
|
11.4
|
%
|
||
Loss/(gain) on disposal
|
55
|
|
|
—
|
|
|
—
|
%
|
||
Amortization
|
1,138
|
|
|
1,065
|
|
|
6.9
|
%
|
||
Depreciation
|
399
|
|
|
487
|
|
|
(18.1
|
)%
|
||
Interest
|
961
|
|
|
1,236
|
|
|
(22.2
|
)%
|
||
Change in estimated acquisition earn-out payables
|
—
|
|
|
(23
|
)
|
|
(100.0
|
)%
|
||
Total expenses
|
33,205
|
|
|
31,516
|
|
|
5.4
|
%
|
||
Income before income taxes
|
$
|
6,121
|
|
|
$
|
5,052
|
|
|
21.2
|
%
|
Organic revenue growth rate
(1)
|
4.9
|
%
|
|
1.2
|
%
|
|
|
|||
Employee compensation and benefits relative to total revenues
|
50.0
|
%
|
|
51.6
|
%
|
|
|
|||
Other operating expenses relative to total revenues
|
28.0
|
%
|
|
27.0
|
%
|
|
|
|||
Capital expenditures
|
$
|
150
|
|
|
$
|
205
|
|
|
|
|
Total assets at March 31
|
$
|
363,173
|
|
|
$
|
324,269
|
|
|
|
|
(1)
|
A non-GAAP financial measure
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5
Years
|
||||||||||
Long-term debt
|
$
|
1,067,500
|
|
|
$
|
55,000
|
|
|
$
|
512,500
|
|
|
$
|
—
|
|
|
$
|
500,000
|
|
Other liabilities
(1)
|
51,469
|
|
|
3,050
|
|
|
16,170
|
|
|
2,351
|
|
|
29,898
|
|
|||||
Operating leases
|
210,551
|
|
|
42,217
|
|
|
72,989
|
|
|
50,500
|
|
|
44,845
|
|
|||||
Interest obligations
|
184,766
|
|
|
36,265
|
|
|
54,876
|
|
|
42,000
|
|
|
51,625
|
|
|||||
Unrecognized tax benefits
|
875
|
|
|
—
|
|
|
875
|
|
|
—
|
|
|
—
|
|
|||||
Maximum future acquisition contingency payments
(2)
|
106,354
|
|
|
54,360
|
|
|
51,339
|
|
|
655
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
1,621,515
|
|
|
$
|
190,892
|
|
|
$
|
708,749
|
|
|
$
|
95,506
|
|
|
$
|
626,368
|
|
|
(1)
|
Includes the current portion of other long-term liabilities.
|
(2)
|
Includes $57.4 million of current and non-current estimated earn-out payables.
|
|
Total Number
of Shares
Purchased
(1)
|
|
Average Price
Paid per Share
|
|
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
|
|
Maximum Value that
May Yet be Purchased
Under the Plans or
Programs
(2)
|
||||||
January 1, 2017 to January 31, 2017
|
89,255
|
|
|
$
|
44.84
|
|
|
—
|
|
|
$
|
367,342,175
|
|
February 1, 2017 to February 28, 2017
|
7,625
|
|
|
43.41
|
|
|
—
|
|
|
367,342,175
|
|
||
March 1, 2017 to March 31, 2017
|
15,428
|
|
|
43.21
|
|
|
—
|
|
|
367,342,175
|
|
||
Total
|
112,308
|
|
|
$
|
44.52
|
|
|
—
|
|
|
$
|
367,342,175
|
|
(1)
|
We purchased 112,308 shares during the quarter ended
March 31, 2017
outside of our publicly announced share repurchase program, all of which represent shares surrendered by our teammates in the exercise of stock options under our equity compensation plans or to cover required tax withholdings on the vesting of shares in our equity compensation plans.
|
(2)
|
As announced on July 21, 2014, our Board of Directors approved the purchase of up to $200.0 million of the Company’s outstanding common stock of which $150.0 million have been purchased with the last settlement on August 11, 2015. On July 20, 2015, the Company’s Board of Directors authorized the purchasing of up to an additional $400.0 million of the Company's outstanding common stock. On November 11, 2015, the Company entered into an accelerated share repurchase program with an investment bank to purchase an aggregate $75.0 million of the Company’s common stock, all of which has been settled with this latest settlement on January 6, 2016 in which the Company received 363,209 shares. Between October 25, 2016 and November 4, 2016, the Company made share repurchases in the open market in total of 209,618 shares at a total cost of $7.7 million. After completing these open market share repurchases, the Company’s outstanding Board-approved share repurchase authorization is $367.3 million. As of
March 31, 2017
, a total of 8,003,197 shares have been repurchased since the first quarter of 2014.
|
|
|
|
3.1
|
|
Articles of Amendment to Articles of Incorporation (adopted April 24, 2003) (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 2003(Commission file number 001-13619)), and Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3a to Form 10-Q for the quarter ended March 31, 1999 (Commission file number 001-13619)).
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3.2
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Bylaws (incorporated by reference to Exhibit 3.2 to Form 8-K filed on October 12, 2016).
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10.1*
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Settlement Agreement, dated March 1, 2017, by and between the Company and AssuredPartners, Inc. and certain of its employees and former employees.
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31.1
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Rule 13a-14(a)/15d-14(a) Certification by the Chief Executive Officer of the Registrant.
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31.2
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Rule 13a-14(a)/15d-14(a) Certification by the Chief Financial Officer of the Registrant.
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32.1
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Section 1350 Certification by the Chief Executive Officer of the Registrant.
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32.2
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Section 1350 Certification by the Chief Financial Officer of the Registrant.
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema Document.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document.
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101.DEF
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XBRL Taxonomy Definition Linkbase Document.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document.
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BROWN & BROWN, INC.
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/s/ R. Andrew Watts
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Date: May 5, 2017
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R. Andrew Watts
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Executive Vice President, Chief Financial Officer and Treasurer
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(duly authorized officer, principal financial officer and principal accounting officer)
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/s/ J. Powell Brown
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J. Powell Brown
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President and Chief Executive Officer
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/s/ R. Andrew Watts
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R. Andrew Watts
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Executive Vice President, Chief Financial Officer and Treasurer
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/s/ J. Powell Brown
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J. Powell Brown
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President and Chief Executive Officer
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/s/ R. Andrew Watts
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R. Andrew Watts
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Executive Vice President, Chief Financial Officer and Treasurer
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