Brown & Brown Inc (BRO) 2013 Q3 法說會逐字稿

Good day, and welcome to the Brown & Brown, Incorporated 2013 third-quarter earnings conference call. Today's call is being recorded.

Please note that certain information discussed during this call, including answers given in response to your questions, may relate to future results and events or otherwise be forward looking in nature and reflect current views with respect to future events, including those relating to the Company's anticipated financial results for the first quarter of 2013. Such statements are intended to fall within the Safe Harbor provisions of the securities laws. Actual results or events in the future are subject to a number of risks and uncertainties and may differ materially from those currently anticipated or desired or referenced in any forward-looking statements made as a result of a number of factors, including the Company's determination, as it finalizes its financial results for the first quarter of 2013; that its financial results differ from the current preliminary unaudited numbers set forth in the press release issued yesterday; other factors that the Company may not have currently identified or quantified; and those risks and uncertainties identified from time to time in the Company's reports filed with the Securities and Exchange Commission. Additional discussion of these and other factors affecting the Company's business and prospects are contained in the Company's filings with the Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

With that said, I would now like to turn the conference over to Mr. Powell Brown, President and Chief Executive Officer. You may begin.

Thank you, Mary. Good morning, everybody.

All four divisions grew organically in Q3 for Brown & Brown. Retail was up 2.5% from 2.3% in Q2. National programs up 14%, down slightly from 18.3% in Q2. Wholesale up 15.8%, the big winner this quarter, up from 10.8%. And, services at 4.6%, down slightly from 10%, which was significantly impacted by the Colonial Claims revenues in Q1 and Q2. The organic growth overall combined was 7.3%, or $20.765 million in revenue.

In our results this quarter, we had a $1.3 million one-time expense associated with a possible acquisition that did not occur. Cory will discuss that in his comments. Most importantly, we're very pleased with our performance this quarter. With that, I will turn it over to Cory for our financial report.

Thanks, Powell, and you are right that we did have a very good quarter. We earned $0.39 of earnings per share, but that could have been a solid $0.41 but for three items that created some unusual noise in the quarter. I know that we don't really generally use that term, noise, but we did want to highlight three specific items. One, we did expense $1.3 million of nonrecurring expenses in the third quarter pursuing a very large acquisition, which we were not the winners. These costs were separate and above our normal quarterly acquisition-related expenses. Approximately $300,000 of those expenses fell into the compensation and benefit line item expense, with the remaining $1 million in the other operating expenses.

Secondly, our July 1 acquisition of Beecher Carlson had a slow start due to some acquisition transition issues. They missed their third quarter revenue budget by about $3.9 million. Beecher is writing a lot of new business, and we still believe that much of that deficit will be made up next quarter and other quarters. We believe that the 12 month projections for Beecher Carlson's revenues and EBITDA that we gave last quarter are still valid, and they'll hit or exceed those targets. In Beecher's large account division, we believe that roughly one-third of the renewal revenues will fall into the fourth quarter. Now, the combination of those first two items, the $1.3 million and the Beecher, when you extract that, that really does have about a 2% margin impact on a consolidated basis on EBITDA.

And the last item, just to highlight, is one that we highlight every quarter. It's the change in the acquisition earnout liability, and we pretty much tell you every quarter to ignore whether it's a positive or a negative because it's a very meaningless number. Of course, this quarter, it's $665,000, which was a positive earnings, so you just need to exclude that from any of your considerations.

From a revenue standpoint, our commissions and fees for the quarter increased 18.5% to $358.2 million. Now, that's up from last year's third quarter of $302.3 million. We did receive $14 million of profit sharing contingent commissions, which represented a nice increase of $1.9 million over the $12.1 million we received last year in the third quarter. The vast majority of that net increase came from our retail and our wholesale brokerage division. In the fourth quarter of 2013, we are currently estimating that we may receive between $4 million and $5 million of profit sharing contingencies, as long as the hurricanes stay away from Florida. Additionally, we did accrue $2.4 million of guaranteed supplemental commissions in the third quarter of 2013, which is about what we accrued for last year in the third quarter.

Now, looking at the internal growth schedule, we had a very nice internal growth rate, as Powell mentioned, 7.3%. Our total core commissions and fees increased 19.4%, or $55.6 million of net additional core commissions and fee revenues. However, within that [net] number, we had $34.8 million of acquired revenues. That means we had $20.8 million of commissions and fees -- of greater commissions and fees than on a same-store sales basis. As Powell mentioned, our national programs and our wholesale brokerage divisions lead the way with strong internal growth at 14% and 15.8%, respectively. I think the most important story is that our retail division continued its incremental improvements with a 2.5% internal growth rate of its core commissions and fees.

Our service division had another good quarter with positive growth rate of 4.6%, or about $1.3 million. Six of our eight operations in our services division had positive internal growth. And Colonial Claims, because the claims on the Superstorm Sandy have basically completed, they only accounted for 39% of the total growth in the services division this year.

Now, moving on, our investment income decreased by about $154,000, and our other income decreased by $220,000. Neither of those items are very significant. If you look at our pretax margin for the third quarter, it was 26.6%, compared to our pretax margin of 26.9% last year in the third quarter. Now, if you exclude the amortization, interest, and non-cash stock grant compensation, as well as that change in acquisition earnout, our margins, on that basis, would be 34.57%, versus last year at 35.02%, so a slight decrease of 0.55 basis points -- or points. If you exclude the Beecher Carlson large account division margins, as well as the $1.3 million, our current margin would have been 36.73%, compared to last year of 35.04%. So, you can see the overall margin, when you exclude those two items, actually did go up by nearly 1.7%.

Our employee compensation and benefits, as a percentage of total revenues, was about 50.2%, and that's an increase over our 49.3% cost factor last year in the third quarter. The total dollar increase, on a net basis, in employee compensation benefits was about $30.8 million. And of that amount, 18.7% was really attributable to just stand-alone acquisitions since last year. Therefore, excluding the impact of these stand-alone acquisitions, we had $12.1 million of additional compensation on a semi-same-store sales basis, and that amounted to about an 8.1% increase. Now, that's pretty comparable when you look at our commissions and fee revenue, which increased about 8.5%.

Of the $12.1 million increase, $2.4 million was due to an increase in commission-producers compensation as a result of the increased commissions and fee revenue. $6.9 million was due to increases in salaries for new producers and staff teammates. We had about $1.3 million increase in profit center bonus expenses. About $700,000 was an increase in our group health insurance costs. We had about $1 million additional payroll taxes, employer payroll taxes, because of increased compensation. And then, of course, $300,000, that we had previously talked about, on the acquisition costs that were nonrecurring.

Our non-cash stock-based compensation cost was nearly double last year's cost, or up about $3.5 million. Now, this new level of cost is the result of the new stock grants that we issued in July of 2013. One other item relating to that, that I think is -- that people need to make sure that they factor into their model, is that there was a group of those stock incentive plans that have a vesting period primarily of about a seven-year period. But, since we issued them and we are paying dividends on those -- on this portion -- there's about 890,000 shares of which we are paying dividends -- GAAP requires us to show those shares as fully outstanding as of July 1. So, I just want to make sure that you factor that in, whereas the other SIP grants, they would not be shown as fully outstanding until certain performance targets are hit, generally five years away. So, there is a slight penalty with having those shares fully outstanding, right now, but they do not vest, except generally, in seven years.

In the current quarter, our other operating expenses decreased as a percentage of total revenue by 50 basis points to 13.9% of total revenues, and that compares to 14.4% ratio that we had last year in the third quarter. Now, this is inclusive of the $1 million of nonrecurring acquisition costs. Other operating expenses increased by $6.3 million. That's about 14.5% over last year's quarter. But, within that number, $5.7 million related to just stand-alone acquisitions. And therefore, our existing same-store sales offices had a decrease in their expenses by roughly $0.5 million, after considering the non-recurring $1 million. This net decrease was primarily due to about $2.3 million in lower claims and E&O charges, but then those cost savings were partially offset by $900,000 increase in legal fees and another $900,000 increase in data processing costs and licensing fees.

Looking at amortization and depreciation in aggregate, it was up about $2.4 million from last year, and that's due to just the acquisition we've done since then. Our interest expense increased by $129,000 over prior year, and that's primarily due to the additional $60 million we borrowed as a result of the Beecher Carlson acquisition in July. I mentioned that our change in our acquisition earnout payable was a credit, or an income item of $665,000, versus last year, it was $585,000 debit to the third quarter. Our effective tax rate for 2013 is at 39.6%, and that's consistent with what we thought our annual tax rate should be.

The last thing I want to cover is the balance sheet, and you'll notice that on the balance sheet, there is a $100 million debt that is coming due in July of 2014, and since we have not currently refinanced that yet, it has to show up as a current liability. Now, we fully intend to probably to refinance that, probably on a deferred takedown basis. Right now, we can borrow -- we can take it down for about 4.5% interest if we want to do a 10-year, and probably less than 4% if we do 7 years. So over the next quarter or so, we'll probably formally refinance that, and then, of course, that will go back as a non-current liability.

The other balance sheet item that may jump out at you, when compared to the December 31, 2012 balance sheet, is accrued expenses and other liabilities. We currently show, as of September 30, $144 million there, compared to about $79 million at the end of December, 2012. As you recall, in December of 2012, we paid 80% to 90% of our bonuses that were going to be paid after year end. We paid them in December, and so therefore, the accrued liability balance at December was unusually smaller because a large chunk had been paid prior to December to try to help employees avoid potential tax increases. And, of course, the $144 million at September has a full nine months of fully accrued bonuses and profit center bonuses, et cetera. That's really, if you compare that to September of 2012 balance, we had about $121 million of accrued balances. So, there's nothing really unusual that is there other than the increased bonuses that I've mentioned because of our increased profit center earnings.

Powell, with that, I will turn it back to you.

Great report, Cory. Thank you. On the retail side, in Florida, coastal property is flat to potentially up slightly, or down slightly, within a couple points. Inland property is flat to down 5%. GL rates in Florida are all over the place, down 10 to maybe up 2 or 3 points. Auto rates are plus-1% to 2%, 3% up. Exposures are flat to 5%.

We are seeing more consent to rate on workers' compensation in the state of Florida. We are seeing more construction, both in our insureds, and on a project basis, with builders risk policies. Regional carriers continue to undercut national carriers. And remember, if you hear the target rate on a commercial book is X%, let's say 6%, 7%, then the good accounts are getting flat, maybe up slightly, or down slightly, in there. Good defined as low loss history or positive loss history.

In the Southeast, excluding Florida, coastal property rates are up 5% to 10% and inland rates are up 0% to 5%. GL is flat to 5%, up. Auto is plus-1% to plus-6%. Exposure units are generally flat to up slightly. Workers' compensation, depending on the state, is up 5% to 10%. We are seeing in the auto line, especially in heavy fleets, a tightening in Texas. In the oil and gas related businesses, those are up 10% plus. And, underwriters continue to look at price per square foot in terms of increasing the TIVs on property schedules.

In the Northeast, property is up 2% to 8%, more coastal pressure on those rates. GL, if it's a clean account, flat to 2% increase. Construction accounts are typically up 8% to 10% in rate. Auto is flat; work comp is tightening. Exposure units are generally flat other than construction. As I alluded to, property continues to see changes in the underwriting criteria, particularly in coastal areas, New Jersey in particular. GL and excess, or umbrella, for New York state contractors continues to have upward pressure on pricing. Some habitational writers are looking very closely at their property and GL rates, particularly in New York City, some are getting off, and some are just increasing the prices significantly.

In the Midwest, all lines are either down 5% to up 5%, depending on loss experience, and exposures are flat. Underwriters are continuing to look closely at the valuations, and regional carriers continue to be very aggressive in the Midwest. In the West, property, general liability, and automobile are generally flat on a rate basis. And, workers' compensation in Oregon, rates are flat to up 3%. In California and Arizona, rates are up 10% to 15%. Monoline workers' compensation in those two states are very difficult to place. Exposure units are generally flat, but you will see some uptick periodically on certain accounts. In Washington and Oregon, we are continuing to see rates go up on the DIC market, 8% to 15%, as we had talked about in Q2.

From an employee benefits standpoint, we're all reading and you're all hearing a lot about the individual exchanges, which officially opens on 10/1, either run by the federal government or by the state. As some of you may know, they are very difficult to get onto, if you try to sign up. The networks are very skinny, meaning choice is limited. The price point comes with some sacrifice, meaning choice of doctors. And, there continues to be questions around how really will those subsidies work in terms of tax credits?

The private label exchanges, we have a private label exchange, as we have talked about. And, through September, we have 13 clients that have gone on to that exchange, about 1,300 lives. The smallest client is 27 insured lives and the largest is 400. We are seeing employers are starting to allocate money from a defined contribution plan into specific medical bucket, and then, the all other or ancillary bucket. There are national carriers that are now starting to bring the traditional ASO, or self-funded model, down to 50 lives, which we have talked about or anticipated here on calls prior to. We are seeing a lot of insureds trying to renew early to retain the old underwriting philosophy prior to 1/1 of 2014, which would delay some of the things that would be implemented on their accounts until the latter part of next year, as opposed to 1/1/2014. And, in the small community rating area, small groups with healthier groups are going to be hit the hardest from a rate increase come 1/1 of 2014.

As I alluded to earlier, wholesale had a great quarter across the entire wholesale team. And, in binding authority in Florida, there's new property capacity coming into the state effective 10/1, which is a great opportunity for us to serve our clients. On GL, the rates are flat. Nightclubs, liquor liability, and GL for condos, very tight in the binding authority area. Downgrades of several carriers, that are in the binding authority space and program space, have the affected the marketplace and creates disruption and is creating opportunities for our wholesale teams. In other areas of the country, other than Florida, it's really same as last quarter. Carriers are really happy, and they really want to grow, and rates are down slightly across the country.

On a brokerage standpoint, generally speaking, property -- CAT property is flat. Periodically, you will see a decrease of 0% to maybe 1% to 5% down. Some large players are getting more aggressive on their rates. Lots of opportunities in the Northeast DIC market and in Midwest habitational.

From a liability standpoint, as we sort of alluded to in the binding authority, liquor liability, nightclubs, and anything with assault and battery exclusions, are very tight. Clean habitational accounts, no losses, you might have flat, but if there's any type of loss experience, it's 5% to 10% or more. Construction related accounts and products related accounts are getting -- the carriers are getting more aggressive on rates. And, although renewal carriers are looking for a 5% increase, they, on new business, they are pricing that same type of account with a 5% decrease. We've talked about that before and that continues on.

From a professional liability standpoint, it's very similar to last quarter. Private company D&O is up 5% to 10%. That's driven primarily by the employment practices liability experience. Wage and hour coverage becomes more and more difficult to get. Non-real estate accounts are flat. Real estate accounts are up 5% to 10% or more. Total company D&O on the primary is up 5% to 10%, but the excess is down 5% to 10%, so when you boil it out all down, they're typically flat.

On a national program standpoint, the big winners were at Arrowhead. Chris Walker, Steve Boyd, and Steve Bowker continue to drive that organic growth. A number of carriers are looking to expand into the program space as we speak. It creates an opportunity for us. In terms of the services area, we had a good quarter with our claims operations and our Medicare set-aside businesses leading the way. From an acquisition standpoint, as Cory said, there were no new acquisitions announced in Q3. We continue to look for high-quality operations that fit culturally with Brown & Brown. We continue to think that there are opportunities to invest in our business in the future, and good opportunities, it's just lumpy, as we've talked about in the past.

In conclusion, I'd say that all carriers want rate increases, but the rate increases that they want are moderating. If there's not a wind event this season, which we don't believe there will be, CAT property rates will start to go down on 12/1, more so than they currently are, and then definitely go down 1/1 of 2014. As you know, there's new capacity in the CAT property market, and that in itself, will put additional downward pressure on rates. The economy continues to bump along. The slowdown in Washington doesn't help. I would say, in conclusion, on our clients' views, they feel okay about the economy, but they are cautious about investing or making major capital expenditures on their businesses, not much different from Q2. With that, I'd like to say, turn it back over to Mary to open it up to questions.

Thank you.

(Operator Instructions)

Mark Hughes, SunTrust.

Powell, could you give us your take on the Beecher performance this quarter -- not quite as good as expected, what do you think caused that? What gives you confidence it will be back on track?

Sure. Well, Mark, I would tell you that the combination of a couple things, we said when we announced the acquisition that their revenues were heavily weighted in the second half of the year. And, what I don't think I realized at the time was generally, or basically, what Cory said, about one-third of their revenue comes in in Q4. That's number one. Number two, I would tell you that in that space the revenue is lumpy, so it can come in or move slightly into one quarter or another.

Three, I would tell you that with all of the activity on pushing to close it and do all the things, they didn't write as much new business as they historically did in Q3. However, they're writing a ton of new business in Q4 and already in Q1. And so, we're very pleased with the opportunities, Mark, that that presents us. And, as you know, that $70 million of revenue has zero employee benefits of revenue associated with it. And so, large accounts, and so we have an opportunity to sell some employee benefits there as well.

Thank you. And then, on that topic, the employee benefits, the 13 clients, the 1,300 lives, can you give us some sense of how that impacted your revenue within that group of clients? And then, have you lost any clients that might have gone elsewhere because of healthcare reform?

Yes. So, the answer on individual exchanges is no, we haven't lost any clients. Actually, the confusion around healthcare exchanges, or just healthcare in general, ACA, has created great concern and anguish, and yet, great opportunity for us. So, we're writing a lot of new business. So, I'm not aware of us losing an account to an individual exchange or anything like that at this time. That's number one.

Back to the first question, is on those accounts, my understanding that the revenue is generally similar at present time, but as we get into it deeper and we have more on it, we'll have better clarity on how that -- if that were to affect our income stream and how it will. But, right now, our understanding is it's generally the same.

Yes. And Mark, as you know, most of the employee benefit companies have already started to pay us per-person, per-month fee, and of course, in the exchanges, that's exactly the way it will occur. A lot of our producers and folks have already -- they've focused mainly with renewing accounts well into 2014 just to avoid the confusion and stuff happening on the beginning in 2014 to see how things work out. So, those two respects is that we don't believe that there's going to be any significant change in the amount of revenues that we're going to see in our employee benefit operations over the next 12-month period.

Thank you.

Josh Shanker, Deutsche Bank.

Couple of questions. The first one, I'm trying to understand, there was a little bit of margin contraction on EBITDA basis comparing 3Q 2012 to 3Q 2013. I'm wondering if you think that's temporary, if that's based on some of these slow getting starts [switches], Beecher Carlson -- how are you thinking about EBITDA margin going into the next few quarters?

Yes. Josh, as we have said, two things that really affected a normal margin was that $1.3 million. And then, also, the fact that on the Beecher Carlson large account because of the $3.9 million hole that we had budgeted for in terms of the revenues, that we think is only temporary because we think the whole year is they're going to make it up. If you take those two items on a consolidated basis, that's actually over 2% in terms of the margin. So, we look at the margin improvement from 3Q of 2012 to this current quarter, roughly without those two items in there, going up by almost 1.74 percentage points.

As we have said, especially in retail, as long as there's positive internal growth, our margins will expand. So again, our growth is pretty much tied to the middle market economy, primarily, as opposed to rates. We do think rates are moderating, but the driver, we believe, is going to be more the exposure units of our clients. So, from your perspective, if you think the middle market economy is going to continue to grow like it has the first nine months of this year, we believe that it will be a comparable amount of growth on a go-forward basis.

When we look at 3Q 2013 on a trailing 12 month basis, ending, let's say 2Q 2014, we won't feel the seasonality, I guess, that Beecher Carlson [viewed] into it this quarter I suppose?

Yes. The way I would look at it, Josh, is this -- remember, we announced it 7/1, so I think the best way to answer that is, when we have the entire year, we'll be able to say, with exact certainty, exactly how it works. But, we think that about one-third of the revenue renews in Q4, and then the remaining pieces renew in Q1 and Q2 of next year.

Okay. Thank you for that. In your rate commentary, you mentioned that Florida coastal property was probably flat. I assume that's a reaction to the 6/1 renewal coming through very quickly. Can you talk about when you saw prices inflect there? And, how quickly carriers are to pass reinsurance savings on to their end users?

Sure. I don't think it's got any direct relation to the reinsurance rates going down on 6/1. I think that that's one way to peg it, or you can say that, but the way I like to look at it is this. Their -- hurricanes hit Florida in waves, and usually, if you think about it, it's every 10 to 12 years. And so, it's a while since we had a last storms in 2004 and 2005. And so, as the markets continue to do well, i.e., have good rate online and not incur losses, it becomes more and more competitive and more people kind of crowd into the space.

And so, I would tell you that it is more coincidence than direct correlation of rate going down with reinsurance rates going down. I think that people have been very cautiously toying with the idea of rate flattening already. And every once in a while, you hear about a large account that will renew down slightly in Florida. You hear about a couple markets that are trying to get rate, like on the primaries, and they may have priced those primaries a little below market before. And so, we're seeing one or two carriers do that. But, as I said, if we don't have a wind event this year, which we don't think we will, I think that you're going to see more pressure on rates starting at 12/1; and 1/1, it's open season. That's not a negative for us, but I just think that there's too much capacity out there to do it.

Okay. I appreciate the answers. Thank you.

Greg Locraft, Morgan Stanley.

Just one thing I'm wrestling with is this $1.3 million as a one timer. Can you -- why is it a one timer? I think of you guys as an acquisition machine that is constantly looking for new deals. And, that's the way you deploy cash flow, and you've done so successfully for years. So, why would we strip out a $1.3 million, call it one time in the quarter as an expense, related to M&A?

Greg, have we ever talked about an expense related with an acquisition before?

To my knowledge, no I guess, but you would know better.

Right. So the answer is no, we haven't ever done that. And we highlight it because it's unusual in the sense that it was a large amount. It's something that was one-time in nature. It's not something that we've cumulated all of our acquisition-related expenses on all the other things that we did. There's no correlation. This is not related to Beecher Carlson. And, it was something that we looked into and were not successful.

And so, obviously, you'll have to make that determination, whether you think it's recurring or not. We can tell you that it's a nonrecurring expense, and it will be how people view that. We know that it's nonrecurring unless we got involved in another very large acquisition that we looked into, and that would be that. But, like I said, this is a one-time-only event. And we've never, to my knowledge, ever broken out acquisition-related expenses with an acquisition. Have we, Cory?

No, and the difference here is that this was a completely different acquisition. And, we had expenses, in terms of legal and other people who were involved in it that were not -- that we never have involved on a normal type of acquisitions that we normally do, day in and day out.

And, let me just make one comment, Greg. We are not trying to be vague to mess with you on this. We are under an NDA, so we're not at liberty to talk about it.

That's actually very helpful. Thanks. Just shifting gears entirely, the private -- the rise of the private exchange, you guys have, as you mentioned, 13 clients, 1,300 lives. How do you think this marketplace will evolve? And, I know that nobody knows the answer, but you guys are in there, you're competing, you're seeing clients adopt. What is the rate of adoption here? And, how do you think, economically, this is going to play out in terms of your business?

Okay, so this is obviously speculative. I think there is going to be a component of employers that are going to think about healthcare in this way, which would be they're going to identify the cost to provide a medium-level plan for their teammates. That doesn't mean a Cadillac. That doesn't mean a Yugo. That means kind of a Chevy option for their healthcare plan.

Then, they're going to look at it as a defined contribution sum -- some adopters will look at it as a defined contribution amount. They take that amount, and they will deposit it into, for sake of this discussion, knowing that you're at Morgan Stanley or any other investment house, let's say they put that in an investment account, and then, you, the individual employee, have the option to buy coverages based on your own desire or so-called perceived medical need. So, they may, in turn, allocate 60% or 70% of that income that's contributed into that account to medical and the remaining to ancillary coverages. If you get your medical through your spouse, that money would not -- you would not have access to that money unless you actually buy the medical through their plan, and it's the same with the ancillary.

Then, think of it as an allocation, like an asset allocation model, it's healthcare allocation model. Do you want to have disability coverage? How much? Do you want to have life insurance? How much? How much for health insurance? Think of it like a pie chart, and the biggest slice will be healthcare. And then, a portion will be life and disability and vision and dental. I think that will only affect -- I think the adoption rates will be slow.

I think that there does run a scenario, or there is a scenario that potentially comes out of this, where certain employer groups think that healthcare then becomes the responsibility of the government as opposed to them, and they push that responsibility off. And now, it's just a contribution into this exchange, be it a private exchange, or if they move certain people or groups of people that go to a state run individual exchange or federal exchange. I think that you've seen some of that determination, when you've read in the Wall Street Journal on some of these very large employers that are going to this, I'm going to call it a defined contribution plan, and only time will tell how those pan out. But, our clients are very interested in continuing to provide quality healthcare options to their employees. And, what we're trying to do is bring those solutions to them and the best options to them across the board.

I think that there's going to be continue to be an evolution of products, Greg. And, you heard the statement that I made about national health carriers providing or making products available that look typically like self-insured products, which historically have been on the 100-plus life group down to the 50-plus life group. I do think there will be certain ancillary carriers that will develop products that will look and feel like a mini-med product that may qualify, that could be on exchanges as well. Those are not yet developed.

So, it's really very speculative on our part, or anybody's part for that matter. But, one thing we can say with certainty -- we can say three things with certainty -- healthcare is expensive, it's utilized, and it's confusing. And so, therefore, that creates an opportunity for us to work to the benefit of our clients. And so, we think it's an opportunity.

And Greg, I would add to this, that our healthcare exchange is very similar to what others have out there, and that's just one tool in the arsenal. But, when you talk about each individual client, the managements are helping their employees in determining which direction they're going to go to, and our folks are in there working with them to determine that. From a standpoint of some of these other exchanges that you've probably read about, and how Walgreens have gone and they've got very large employer groups, when you talk about individual companies, somebody has to still go and sell that account to the management team and decide either are they going to go for that fully indemnified plan? Are they -- do they want you to enroll their employees in your own exchanges?

That still has to happen, so from the competitive marketplace, really very little has changed because it's still, at the grassroots, talking to each management team, each company, one on one. And so, the competitive marketplace has not significantly changed in our view. And, of course, that's part of the reason why that I did say that our expectations for the next 12 months is that the overall commissions and fees that we have for employee benefits is not expected to change materially.

Okay. And then, apologies -- so the back half of the question, what was the economics? You mentioned it's not that big a deal to you right now. It sounds like you're having a lot of discussions. You are going to help your clients however they need to be helped. But, as we stand alone and look at regular way, how it's done now, versus a client wanting to go to an exchange, is the exchange business model different in terms of how you charge the client, or is it the same? I'm trying to decide is it a net neutral, positive, or negative to you guys?

Right. And, the answer to your question is, at present, it would be a net neutral. And, I think we've got to see because it's so new, relative to -- meaning you're asking the question that's going to play itself out as we put more clients on it, and if that model evolves. So, for example, right now in those programs, or on those exchanges, it's a single market -- the risk bearer is one primary health carrier. That may evolve to multiple carriers where clients have choice. That's currently not the case. So, there are things that are still evolving, and as those evolve, that choice will, not only be good for the client, but I think it will also be good for us relative to being compensated.

I understand --

Obviously, the carriers are going to continue to pay us primarily on a per-person, per-month basis. As we put people onto the exchange, our exchange is leased from Liazon, so we do have a per-person, per-month charge to put them on the exchange, which I look at as a glorified enrollment front end. So, that additional cost is generally going to be passed through to the employer. And so, that's why the exchange, right now, is more of a net neutral, as Powell said.

Makes sense. Thanks a lot, guys.

Ryan Byrnes, Janney Capital Markets.

Just had a question on the Beecher shortfall. So, just to make sure I'm thinking about it correctly, it was mainly new business, so that acted as a headwind for the retail organic growth in the quarter? And, I guess, as you talk about, would that business be -- would the new business be more fourth-quarter centric as well in the Beecher platform?

Remember, when they were short, there's two components, which is you have any lost business that they had and any new business that either occurred or didn't occur. New business is not quarter centric. It's quarter centric defined as, what the prospects' effective dates are, as opposed to when we want to write it or anything else like that.

What I'm trying to say is this -- when there's an acquisition, and in this particular case, we were involved with their senior leadership team throughout the springtime in discussions, they were not able to be as focused on new business as they would be otherwise if they were just running the business on a standalone non-sale mode. And so, we already know of a large amount of new business that's been sold in Q4, and to that matter, a large amount that's been sold in Q1 already. So, like I said, we are very pleased with the teammates that have joined us from Beecher Carlson, and we believe it will all work out in the end.

Yes. And Ryan, just to clarify, none of the commissions and fees of Beecher Carlson affect the internal growth rate at all because 100% of all Beecher Carlson's revenues for the first 12 months that they're with us, whether it's renewed accounts, or new business, we put into the acquisition category. And, I grant you that our methodology of internal growth is a conservative approach on that, so it's completely excluded. I just want to make sure you realize that.

Sure. Thanks. And then, quickly, you also mentioned that Beecher didn't have any kind of benefits options capabilities previously? Do they have that now? And then, secondly, would there be any additional costs in terms of bringing that platform to Beecher? And also, separately, in terms of do you guys have the fully insured capabilities through your exchanges? And, if not, would there be any -- would you look to do so, and would there be any costs for that capabilities?

Okay. The first question first. Remember, when we acquired Beecher Carlson, there were three components. $10 million of programs, which went in our programs area. There were $27 million of middle-market retail business. In that, there were some benefits. And then, the $70 million of large account business, of which, there was no revenue -- no revenue with employee benefits.

Having said that, remember, Brown & Brown, last year, 2012, we did $225 million of employee benefits revenue. And, we write employee benefits all over the country of all sizes and shapes. And so, we have offices that specialize in large benefits. And, they have teamed up, or are teaming up, with Beecher Carlson to try to cross sell certain opportunities; and vice versa, where we have large benefit accounts in some of those offices where we don't write the P&C for some reason. So, there is a cross-sell opportunity on both sides of the table.

So, it's not as though we have to build out a platform, I don't want to give you that component. We already have the capabilities to write large account benefits plans all across the country right now. Does that mean we wouldn't be interested potentially in acquiring additional businesses in the future? We would be interested. We might hire a bunch more people and add them into our existing operations. All of that. But we have the capability right now, and we're doing it. That's number one.

As it relates to your second part of the question, as it relates to fully insured products, yes, there are fully insured options available on the exchanges. Remember, my comments on the ASO products are really brand new -- that's the self funded. So, think of exchanges as typically fully insured products, and you kind of define what type of plan you want. And for sake of this discussion, as I said earlier, I use the Cadillac, the Chevy, or the Yugo. That's how I would look at it, Ryan.

Great. Thanks for the answer, guys.

Sarah DeWitt, Barclays.

The 7% organic growth in the quarter is a very strong result, but it's a bit faster than your historical average about 4% to 6%, even though the economy is still relatively weak. So, if you could just talk generally what's driving that, and should we think about that as sustainable going forward?

Good morning, Sarah. The answer is this -- as you know, we had a really good quarter in programs and an exceptional quarter in wholesale, so that's very positive. And, that growth in programs is a function of organic, we're writing more accounts, that you know, and we also picked up the program last year with the automobile aftermarket program, which was announced on 10/1. And then, the wheels program that was on 5/1 of this year. And so, both of those scenarios in the programs and the wholesale are going very well.

As it relates to our retail business, we're up slightly, 2.5% versus 2.3%. And obviously, we'd like to grow that a little more quickly, and we're continuing to work on that. But, what I would say is we don't give organic growth guidance, we haven't, and your observation, we're very pleased with the 7.3% growth. We're very pleased with the entire year's growth, actually, for that matter. Some people in the investment community did not or do not give us credit for the earnings associated with Colonial Claims because of it is associated around events, so everybody views all of that differently.

What we are trying to do is to grow each individual division as quickly as possible and continue to have a good margin or grow that margin going forward. We are excited about investing in all four of our divisions. We think we've made some great investments over the last 20 months, highlighted by the two largest being Arrowhead and Beecher Carlson, which continues to give us more capabilities. And fortunately, as Cory said, our balance sheet is in a position such that we can continue to borrow and invest in our business over a very long period of time and take advantage or participate in pretty much any acquisition that is available out there. And so, we're excited about it, but we don't give organic growth guidance. And, as I said, we want to grow as quickly as we can and as profitably as we can.

And Sarah, just to add to that, just one of the biggest changes that you'll see in the fourth quarter, which we put in the Q the last two quarters, is that remember, as Powell was talking about, Colonial Claims, in the fourth quarter of 2012, they had $7.4 million of revenue, which was primarily because of Superstorm Sandy. And, of course, all the claims on that have already run through. And so, their budget, right now, for the fourth quarter is going to be back to kind of normal at the $1.5 million to $2 million range. So, you'll have to discount next quarter by almost $5.7 million of negative, quote, internal growth, because of Colonial Claims. So, just want to highlight that for everybody.

Right. Okay. Great. And then, you had mentioned that you pursued this large acquisition that you didn't win. You've done a couple of big acquisitions recently. Can you just talk about the strategy there? It seems like you're targeting more larger deals. And, how much capacity do you have for future acquisitions?

Okay, Sarah. There is not a change in strategy. So, the strategy is the same as it's always been. We focus on high-quality people that run good businesses that have a cultural fit. So people say, what's the cultural fit, as an example -- and there are three or four things that jump right out, which is -- how do people treat their teammates? How do people treat their clients? How do people treat their carrier partners? And, how do they think about growing their businesses and investing in their businesses? All of those are basic one-two-three type things we think about.

And so, the fact that we have done two larger acquisitions is good, we believe. And obviously, we are very pleased with the results of Arrowhead, and we think we will be equally as pleased with the Beecher Carlson results. I would tell you that our capacity to do deals is very good in terms of our balance sheet and the willingness of our financial partners to support us in doing acquisitions of all sizes. We have always done, on average, accounts -- acquisitions that are $4 million to $6 million in revenue, and we will continue to do those. We have done some of those that are larger.

Over the last 10 years, 6 of the last 10 years we've done over $100 million of annualized acquisitions. That's based upon what became available at the time. And, as you know, there are not that many -- if you look at the top 100 brokers out there, how many of those will sell? Many of them will sell over time, but some of them, they are fine firms, but maybe they just don't fit culturally. So, there's a limited pot of larger firms, and when they become available, we want to be at the table and believe that with our financial partners, that we can do the ones that we want to do.

So, as Cory alluded to, and we've talked about, and as I said, we're under an NDA, so we can't talk about it at length. We look at acquisitions of all sizes. And fortunately, we think the idea of having a conservative balance sheet allows us a certain amount of latitude to consider opportunities that others might not be able to consider if they had a little different balance sheet.

Okay. Can you give us any color of how large of a deal you would do? And, would you ever use stock for a deal?

The answer is, we would consider every deal on its merits. So, I don't think that -- I wouldn't say an upper bound -- we don't think about it that way. We don't like the term, never, or always. I think you've heard me say that. And so, we haven't used stock in an acquisition since 2001, when purchase accounting changed -- it was pooling of assets went away. But, I don't want to say we would never do it again. We believe that it's hard to argue with greenbacks.

Fundamentally, we think that debt is always cheaper than equity, but we would look at the right opportunity and we would have to make certain decisions. So, I don't want to say it's x-dollar amount. I know you want to say -- you want to get me in the corner and say, this is it. We're not really there, Sarah. We look at acquisitions that we believe that our -- will help us grow our business and our capabilities over a long period of time. And, as Cory and I have said over and over for a long period of time, we pride ourselves in having a very conservative balance sheet. And with that conservative balance sheet, it gives us the opportunity to invest, and when a large opportunity comes along, we have the ability to do that.

Okay. Great. Thanks for the answers.

Brett Huff, Stephens Incorporated.

It's John Campbell in for Brett Huff. Two quick questions. First on rate, it does sound like that's continuing to moderate a bit, but still I would say, I guess, in positive territory in the aggregate, but some of your peers have said in the recent past that rate was worth about 1% or so of mid-single digit organic growth. Can you guys give us any kind of color as far as how much you think rate might have impacted that 7% [clip] this quarter?

John, sorry, we can't, and it's not because we don't want to. But the answer is, we're not -- I know what you're alluding to. And, there are other firms that say this is how much rate equates to, and if you grow this much organically, you get this much expansion. We make it real simple in the sense that, in our businesses, when we grow organically, we believe that we have the opportunity for margin expansion. And as it relates to rate, rate comes with the territory, whether it's up, down, or sideways. We grow our business when the rating environment is down slightly, but exposures are up. It happens to help that the rates are up.

But in our business, we have always said, particularly even through the slowdown in the economy, that we believe that the impact when it was negative, that two-thirds to three-quarters of the impact was rate -- was exposure based, not rate. That was in the depths of the 2009, 2010 period of time where we couldn't write enough new business to fill in the hole because we had clients going broke and we had clients shrinking by 20% and 30% and 40%. So, we can't give it to you because we don't know, and we don't track it. We're just interested in growing our business organically and profitably, as you know.

Got you. That's fair enough. Thanks for that color. And then, second question here, I know it's probably too early to give any exacts, but any initial thoughts on how contingents will fare next year? With 3Q results coming in pretty strong and you guys having just increased your expectations for 4Q, relative to what you guys said last quarter, is that more a product of no major events or just a faster shift from supplementals to contingents? Just trying to get a better sense of how --?

Yes. Think about it this way, John, think about it as event driven. And, you, the collective you on this call or the investment community, would only see large events. So, when you have a hurricane, or an earthquake and it's on the national or international news, you are more readily aware of it. If there was a very significant car accident on I-75 North going to Atlanta, Georgia and South Georgia and there were five insureds of ours involved and there were significant injuries, you might read about it if you were in the local area or in the Southeast. But, that in and of itself, that one event could impact three or four or five offices' experience with several carriers, depending on who was on those lines of coverage. So, it is too early to tell.

As it relates to event driven exposures, or experience this year, it has obviously been better than it has been in years past. But, there could still be something that occurs between now and the end of the year, meaning, I don't think the wind's going to blow, but the ground could shake significantly out West. We don't speculate much about that. You can't see that one coming. That just happens. So, I'm not -- we're not too much help for you on that one, John, sorry.

No problem. Is it fair to say that you guys are continuing to see a general shift from supplementals to contingents?

That's correct, but that's not our decision, it's the carriers' decision. But, yes, there's kind of a slow morphing back to some type of profit sharing contingency payments in those that went to GSEs, yes.

Great.

Al Copersino, Columbia Management.

I had one numbers question, and then a little bit bigger-picture question. The investment income was down quite a bit -- was that simply due to the cash payment made to purchase Beecher Carlson, or was there something else going on there?

No, that's primarily it.

Got it.

As a rate -- we don't make much rate, and so it's really just the cash invested, and we did pay $300 million of our own cash for Beecher in July.

Got it. Great. The other question I had, and I know Powell mentioned, just broadly speaking, if Brown & Brown grows retail organically, our margins going to expand full stop. I had a question which is that, in some of the disclosures in the past it seems like the margins for the other segments' programs, services, brokerage, that those margins are as high, in some cases higher, than the retail margin. And, I wonder if we continue with this slow, steady improvement in the growth acceleration, in the retail segment, but we continue with these particularly nice growth rates in the other segments, if that might have upward bias on the margin going forward?

It's interesting you say that, Al. If you remember, you have certain businesses that have joined, specifically the program 10/1 of last year, that we said came on at a lower margin than our desired margin in programs initially, and that, over time, that capacity with the teammates and to write more business will drive that business up to margins more consistent with our current levels and beyond. So, I think that there are opportunities on both sides.

Remember, the magnitude of retail now on an all-in basis is a $750 million business. And so, when we did the Beecher, when we announced the Beecher acquisition, if we looked on the trailing 12 months basis, that would have put 57% of the trailing 12 revenue in retail up from 53% of retail. And, we have always said that we thought our business would be somewhere between 60% and 70% retail because if there was a large acquisition, we think it would be retail driven.

Having said that, all of a sudden along comes Arrowhead, and that's not retail and it has performed really well. And we've said, and I continue to say, if there were two more Arrowheads out there, which there are not, we'd buy both of them. And then, all of a sudden, if we bought both of them, we'd be down actually under 50% of retail for the time being. So, we look at the leadership teams, the depth and the quality of the people, the relationships that they have with their carrier partners, how they treat the client base, and we think all four of our divisions are good opportunities to invest in and grow organically and good margins.

Great. Thanks, guys, so much.

Adam Klauber, William Blair.

How would you gauge the mood of the carrier executives at this year's Broadmoor compared to last year?

What Adam's talking about, as many of you know, was the first week in October is the Council of Insurance Agents & Brokers at the Broadmoor. I would tell you that the feeling at the Broadmoor from the carrier executives was good, and part of that is, they are pleased with our performance and growth with them. And, I think that they're enjoying certain levels or similar successes with other distribution partners. I think that, carefully, that many of them will acknowledge that -- or privately, I should say, they would acknowledge that they do believe that rates will continue to be under pressure, some think more so than others.

But there's lots of opportunity, and the people the senior leaders view that -- that's a very good opportunity for them, and being involved with an organization like ours, as an example, creates additional opportunity for them. I'd say it's overall positive. I didn't hear any real negatives. The only negative really would be around comp. Comp continues to be -- workers compensation, and the news with some of these carriers that were experiencing financial difficulties that came out. And depending on your perspective, which market you are, you may see that as an opportunity, or it may be a non-starter and no effect. It's either a neutral or an opportunity for them.

Thanks. One follow-up question. Clearly, there's more capacity coming into the property CAT markets, and that's both an opportunity, and also, I imagine, a risk for you. It gives you more capability to grow, but prices could be lower. Could you give us an idea in each of the major segments, retail, program, and wholesale, how much of that business, roughly, is property CAT oriented?

Sure. And this is a guess, Adam, because we don't have that broken right out here at our fingertips. In retail, I would tell you that CAT property is probably, Cory, I was going to say just under 5%. Let's say just under 5%. In wholesale, CAT property -- now remember, in our wholesale business, last year, we did $183 million of revenue. 50% of that is binding authority business -- over 50% of that, and just under 50% of that is transactional brokerage. So, of the transactional brokerage, I would say CAT property relates to probably 65% of that business. So, let's call it 32% of the whole, maybe -- maybe something like that. And then, on programs, CAT property is -- I'm just adding it up here -- I'm with you, I'm just thinking. I would say it's probably -- let's call that 15% to 20%.

Okay.

And then, in services, obviously, it is a different deal.

Right. And then, within those areas, I'm guessing a little -- if you have more capacity, particularly in the program area, is that the area that would give you more leverage to grow?

Well, it depends, yes. But, when you say that, sometimes if you have more capacity, there may not be a way to deploy that capacity at the rates online that the carriers want it. So, it is a balance from that standpoint; because remember, we are, in those instances, underwriting many times on behalf of a carrier. We are not assuming the risk, they are assuming the risk, but we are underwriting it for them. So, they give us guidelines to which these are the accounts that they want, and this is kind of the range in prices that they want us to charge for them.

I view it typically as pretty much all positive, but I just put an asterisk by it, Adam, so you know that, yes, periodically, you can have capacity like -- I make this up, an earthquake, and if the rates in the area in California are not appropriate for the carrier, they may allocate the capacity to you, but you can't write the new capacity because you're not getting the rates they want for it.

Great. That's really helpful. Thank you.

Meyer Shields, KBW.

Two quick questions on the acquisition front. One, according to a lot of the insurance press, there are a few decent sized deals that are available in London. Is that an area that you're looking at, at all?

Meyer, what I would say is this. We have a small business in London, as you know, it's $9 million, US revenue, and we would look at any opportunities that fit culturally that we believe are good people and good businesses. So, we don't try to limit ourselves geographically, although, we've been careful beyond the United States at present.

Okay. Thank you. And, I guess the second question is -- does the absence of small-ticket acquisitions in the third quarter, is there anything significant there, or is that just part of the hit-or-miss nature of acquisition activity?

I'm sorry, could you repeat the first part of the question? I just want to make sure I got it.

I'm just -- it struck me as unusual that there were no small acquisitions in the quarter.

Yes. I would want you to think of it as just a function of when people sell, and why people sell, varies by individual transaction. So, we always have irons in the fire, and we're always talking to people about potential acquisitions, but we didn't have anything. And, like I said, I don't want to give you the impression that that's shocking or unusual because there could be quarters where we don't do acquisitions. Conversely, there are quarters where we do lots of acquisitions, or a big one, or this, that, and the other thing. I think of it more as a function of acquisitions are lumpy, and we didn't have any in Q3, as opposed to, uh oh, there's a problem. There's not. It's good.

Okay. Thank you.

Elyse Greenspan, Wells Fargo.

Just a couple quick questions. I was wondering if we could spend a little time on the retail organic growth. I know your expectation has been to see an improvement for every quarter this year, which we have seen. I guess, going forward, do you still expect that to be the case looking out to the Q4? And then, if you can just give initial expectations based on where the economy is now heading out into 2014?

Okay. Elyse, good morning. And I would say, number one, yes, you're right on retail. We've been pleased. It's gone from 80 bps in Q1 to 2.3% organic growth to 2.5% organic growth. I think there are a couple things that sit out there that present question marks.

Number one, any business that we do that has a government contract can be impacted because of the shutdown. Now, are they going to get that resolved? I think, yes, and hopefully, sooner than later. But, the proposals are going to be to kick the can down the street a little bit. And so, there's potentially a couple blips along the way. Nobody knows what that really means, that's me speculating, number one.

Number two, I would tell you that, as I said in my prepared comments, that the economy is okay. It's kind of bumping along, and what we read about in the Wall Street Journal or in the Times or in any other national or international paper, is you hear about big companies doing well. And, I think there is a break between big companies and their view on the economy and their view on investing in large capital investments and the middle market. And so, as I've said before, the middle market, if you're going to have to buy a $3 million system, whatever that is for your business, and you're a smaller business, you're not as keen to go and borrow $3 million to buy that new piece of equipment as opposed to just try to maintain the equipment and buy the new one as the economy gets better.

So, I'm sorry I'm being a little vague, not my intent. But, we don't have good clarity into what the economy is going to do, and thus, how our business will perform in the near to intermediate term, other than the fact that we think the economy is flattish. We think that it's ticking upward. We hope that Washington gets this all cleaned up sooner than later, because the known is always better than the unknown. And, if something happens that people don't like, from the economic standpoint, they can operate and figure out a way to deal with it the best way they can. So, we are endeavoring to continue to grow our business and grow it profitably in all lines, and specifically, in retail, and that's the goal.

Okay. Thank you. And then, also, there were just no one-time items that you would highlight within the organic growth this quarter, right, to take out for future comparison purposes in any of the segments?

No.

Okay. And then, one last number question, going back to the acquisitions quickly. So, I guess since we're about halfway into the fourth quarter, just assuming that you guys do not announce future deals from here just to get an idea of how much acquired revenue you could see come through that line for maybe the next few quarters -- is there any way you could provide us those numbers?

No, we don't know the answer to the question. What I would tell you is over the last 10 years, we have -- 6 of the last 10 years we've done $100 million or more in acquisitions. It ranges up over $150 million, and then the lowest was in 2009 we did $27 million. So, Elyse, it's really based upon availability and the quality and the cultural fit of the acquisition opportunities.

But, the last -- this year, we've acquired roughly $115 million of revenue. And then, we had some other acquisitions in the last year or so. You're talking $35 million to $38 million flowing through as acquired revenues this quarter, and probably, fourth quarter, too. If that's what you were asking.

Okay. Yes, that's what I was asking, more what we would see from --?

Yes. This quarter, we had $34.8 million, so from a relative standpoint, since Beecher is a more recent acquisition, probably a little bit more than that since they will be getting much more in play, so it will be a little bit more than that, fourth-quarter estimate.

Okay. Thank you very much.

(Operator Instructions)

It looks like we have no further questions at this time.

Okay, Mary. Thank you very much, everyone. We look forward to talking to you next time, and have a wonderful day. Bye-bye.

That does conclude today's conference. Thank you for your participation.