<PAGE 1>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter period ended June 30, 1996.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission file number 0-7201.
POE & BROWN, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 59-0864469
______________________________ __________________________
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
220 S. Ridgewood Ave., Daytona Beach, FL 32114
________________________________________ ___________________________
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (904) 252-9601
Indicate by check mark whether the registrant: (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
____ ____
The number of shares of the registrant's common stock, $.10
par value, outstanding as of August 2, 1996, was 8,695,990.
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POE & BROWN, INC.
<TABLE>
<CAPTION>
Index to Form 10-Q
For The Quarter Ended June 30, 1996
<S> <C>
PAGE
PART I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income for the three
and six months ended June 30, 1996 and 1995 3
Condensed Consolidated Balance Sheets as of June 30,
1996 and December 31, 1995 4
Condensed Consolidated Statements of Cash Flows for
the six months ended June 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
<PAGE 3>
ITEM 1: FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
POE & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)
<C> <C> <C> <C>
For the three months For the six months
ended June 30, ended June 30,
1996 1995 1996 1995
REVENUES
Commissions and fees $27,305 $24,364 $57,055 $50,803
Investment income 802 992 1,643 1,856
Other income 516 290 651 330
_______ _______ _______ _______
Total revenues 28,623 25,646 59,349 52,989
_______ _______ _______ _______
EXPENSES
Employee compensation and
benefits 15,118 13,701 30,586 28,051
Other operating expenses 6,541 6,077 13,145 11,692
Interest and amortization 1,420 1,219 2,787 2,418
_______ _______ _______ ______
Total expenses 23,079 20,997 46,518 42,161
_______ _______ _______ _______
Income before income taxes 5,544 4,649 12,831 10,828
Income taxes 2,162 1,790 5,004 3,717
_______ _______ _______ _______
NET INCOME $ 3,382 $ 2,859 $ 7,827 $ 7,111
======= ======= ======= =======
Net income per share $ 0.39 $ .33 $ 0.90 $ .82
======= ======= ======= =======
Dividends declared per share $ .12 $ .12 $ .24 $ .24
======= ======== ======= =======
Weighted average number of
shares outstanding 8,677 8,716 8,696 8,696
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE 4>
<TABLE>
<CAPTION>
POE & BROWN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
<S> <C> <C>
(Unaudited) (Audited)
June 30, December 31,
1996 1995
___________ ___________
ASSETS
Cash and cash equivalents $ 30,018 $ 28,350
Short-term investments 1,721 1,308
Premiums,commissions and fees receivable,
less allowance for doubtful accounts of
$100 in 1996 and 1995 60,104 56,553
Other current assets 5,486 6,336
________ ________
Total current assets 97,329 92,547
Fixed assets, net 11,181 10,412
Intangible assets, net 48,921 36,613
Investments 10,210 8,473
Other assets 3,542 3,076
________ ________
Total assets $171,183 $151,121
======== ========
LIABILITIES
Premiums payable to insurance companies $ 72,513 $ 64,588
Premium deposits and credits due customers 5,946 6,070
Accounts payable and accrued expenses 10,447 9,417
Current portion of long-term debt 5,311 1,768
________ ________
Total current liabilities 94,217 81,843
Long-term debt 8,663 7,023
Deferred income taxes 2,173 1,502
Other liabilities 6,544 6,341
________ ________
Total liabilities 111,597 96,709
SHAREHOLDERS' EQUITY
Common stock, par value $.10 per share:
authorized 18,000 shares; issued 8,619
shares at 1996 and 8,663 shares at 1995 862 868
Additional paid-in capital 969 2,614
Retained earnings 51,846 46,094
Net unrealized appreciation of
available-for-sale securities, net of tax
effect of $3,699 in 1996 and $3,027 in 1995 5,909 4,836
________ ________
Total shareholders' equity 59,586 54,412
________ ________
Total liabilities and shareholders' equity $171,183 $151,121
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE 5>
<TABLE>
<CAPTION>
POE & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
<C> <C>
For the six months ended June 30,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 7,827 $ 7,111
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,748 3,266
Provision for doubtful accounts - 55
Deferred income taxes - (1,638)
Net gains on sales of investments, fixed assets
and customer accounts (625) (311)
Premiums, commissions and fees receivable,
(increase) decrease (3,551) 9,969
Other assets, decrease 599 1,239
Premiums payable to insurance companies,
increase (decrease) 7,925 (3,915)
Premium deposit and credits due customers,
(decrease) (124) (1,370)
Accounts payable and accrued expenses,
increase (decrease) 1,030 (423)
Other liabilities, increase 203 819
________ _______
NET CASH PROVIDED BY OPERATING ACTIVITIES 17,032 14,802
________ _______
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets (2,415) (2,100)
Payments for businesses acquired, net of cash
acquired (8,879) (825)
Proceeds from sales of fixed assets and
customer accounts 643 362
Purchases of investments (801) (261)
Proceeds from sales of investments 402 326
________ ________
NET CASH USED IN INVESTING ACTIVITIES (11,050) (2,498)
________ ________
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on long-term debt (588) (639)
Proceeds from long-term debt - 260
Exercise of stock options, issuances
and purchases of stock (1,651) 165
Cash dividends paid (2,075) (2,067)
________ ________
NET CASH USED IN FINANCING ACTIVITIES (4,314) (2,281)
________ ________
Net increase in cash and cash equivalents 1,668 10,023
Cash and cash equivalents at beginning
of period 28,350 23,185
________ _______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $30,018 $33,208
======== =======
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE 6>
POE & BROWN, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE 1 - BASIS OF FINANCIAL REPORTING
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions for
Form 10Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals except
for the adjustment described in Note 5) considered necessary for a fair
presentation have been included. For further information, refer to the
consolidated financial statements and the notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
Results of operations for the three- and six-month periods ended
June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996.
NOTE 2 - NET INCOME PER SHARE
Net income per share is based upon the weighted average number of shares
outstanding, adjusted for the dilutive effect of stock options, which is the
same on both a primary and a fully-diluted basis.
NOTE 3 - MERGER AND ACQUISITIONS
On March 1, 1995, the Company issued 146,300 shares of its common
stock in exchange for all of the partnership interest in Insurance West,
a Phoenix, Arizona general insurance agency. The merger has been
accounted for as a pooling-of-interests and, accordingly, the Company's
consolidated financial statements have been restated for all periods
prior to the merger to include the results of operations, financial
position, and cash flows of Insurance West. The separate company operating
results of Insurance West for periods prior to the merger are not material to
the Company's consolidated operating results.
During the first quarter of 1995, the Company acquired substantially
all of the assets of King Insurance Agency, Inc. of Naples, Florida.
During the second quarter of 1995, the Company acquired substantially all of
the assets of S. Lloyd Underwriters, Inc. of Ft. Lauderdale, Florida.
During the first quarter of 1996, the Company acquired a majority interest
in Florida Intracoastal Underwriters, Ltd. of Miami Lakes, Florida.
During the second quarter of 1996, the Company acquired substantially
all of the assets of B & R International, Inc. of Atlanta, Georgia.
These acquisitions have been accounted for using the purchase method
of accounting. Pro forma results of operations for the six-month
periods ended June 30, 1995 and 1996 resulting from these acquisitions
were not materially different from the results of operations as reported.
Their results of operations have been combined with those of the
Company since their respective acquisition dates.
NOTE 4 - LONG-TERM DEBT
The Company continues to maintain its credit agreement with a major
insurance company under which $6 million (the maximum amount available
for borrowings) was outstanding at June 30, 1996, at an interest rate
equal to the prime lending rate plus one percent. The available amount
will decrease by $1 million each August, as described in Note 7 to the
consolidated financial statements contained in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
In November 1994, the Company entered into a revolving credit
facility with a national banking institution which provides for available
borrowings of up to $10 million. As of June 30, 1996, there were no
borrowings against this line of credit.
<PAGE 7>
NOTE 5 - INCOME TAXES
In 1992, the Internal Revenue Service (Service) completed examinations
of the Company's federal income tax returns for the tax years 1988, 1989,
and 1990. As a result of its examinations, the Service issued Reports of
Proposed Adjustments asserting income tax deficiencies which, by including
interest and state income taxes for the periods examined and the Company's
estimates of similar adjustments for subsequent periods through
December 31, 1993, would total $6,100,000. The disputed items related
primarily to the deductibility of amortization of purchased customer
accounts and non-compete agreements. In addition, the Service's report
included a dispute regarding the time at which the Company's payments
made pursuant to certain indemnity agreements would be deductible for tax
reporting purposes. During 1994, the Company reached a settlement agreement
with the Service with respect to certain of the disputed amortization
items and the indemnity agreement payment issue. In March 1995,
the Company reached a settlement agreement with the Service with respect
to the remaining disputed items. Based upon this settlement and after
taking into consideration the reductions in the Company's general tax
reserves resulting from current and expected payments under the settlement
agreement, the Company recorded a $451,000 adjustment to decrease
reserves in the first quarter of 1995 with a corresponding reduction to
its income tax provision.
NOTE 6 - CONTINGENCIES
The Company is not a party to any legal proceedings other than various
claims and lawsuits arising in the normal course of business. Management of
the Company does not believe that any such claims or lawsuits will have
a material effect on the Company's financial condition or results of
operations.
<PAGE 8>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Net Income. Net income for the second quarter of 1996 was $3,382,000,
or $.39 per share, compared with net income in the second quarter of 1995
of $2,859,000, or $.33 per share, an 18% increase in per share earnings.
Net income for the six months ended June 30, 1996 was $7,827,000 or $.90 per
share, compared with 1995 same period net income of $7,111,000, or $.82 per
share, for a 10% increase. Excluding a first quarter 1995 favorable tax
reserve adjustment of $.05 per share, per share earnings from recurring
operations are up 17% in 1996.
Commissions and Fees. Commissions and fees for the second quarter of
1996 increased $2,941,000, or 12% from 1995. Approximately $2,250,000 of
this increase represents revenues from acquired agencies with the remainder
due to new business production. Commissions and fees for the six month
ended June 30, 1996 were $57,055,000 compared to $50,803,000 for the same
period in 1995, a 12% increase. The 1996 increase is due to new business
production and approximately $4,194,000 of revenues from acquired agencies.
Investment Income. Investment income for the quarter and six month
periods ended June 30, 1996 decreased $190,000 and $213,000, respectively,
from the same periods in 1995. This decrease is primarily due to lower
levels of invested cash and changes in interest rate returns.
Other Income. Other income primarily includes gains and losses from
the sale of customer accounts and other assets. Other income increased
approximately $226,000 for the six months ended June 30, 1996 over the
same period for 1995 and approximately $321,000 for the three months ended
June 30, 1996 over the same period for 1995.
Employee Compensation and Benefits. Employee compensation and
benefits increased during both the three and six months ended June 30, 1996.
The increase for the six-month period ended June 30, 1996 is 9% while the
increase for the quarter ended June 30, 1996 is 10%. This increase is
primarily due to additional compensation expense as a result of the
increased commission and fee revenues and increase in the number of
employees as a result of acquisitions. Compensation and employee benefits
as a percentage of total revenues were generally consistent between the 1996
and 1995 periods.
Other Operating Expenses. Other operating expenses for the three
months ended June 30, 1996 increased $464,000 over the same period in 1995
but declined as a percentage of total revenues from 23.7% to 22.9%. Other
operating expenses for the six months ended June 30, 1996 increased
$1,453,000 from 1995 and remained constant as a percentage of total
revenues. This increase is primarily attributable to cost associated with
acquisitions.
Interest and Amortization. Interest and amortization expense
increased $201,000 during the second quarter of 1996 and $369,000 during
the six months ended June 30, 1996 over the same periods in 1995. This
increase is primarily the result of acquisition transactions.
Income Taxes. The Company's effective tax rate for the three months
ended June 30, 1996 and 1995 was 39% and 38.5%, respectively. The Company's
effective tax rate for the six-month period increased from 34.3% in 1995 to
39% in 1996. The increase in the effective tax rate is primarily the
result of a $450,000 reduction in the Company's income tax reserves during
the first quarter of 1995 due to the favorable tax settlement in March 1995
of the remaining outstanding Internal Revenue Service examinations
assessments which the Company had originally protested. See Note 5 to the
Condensed Consolidated Financial Statements for further information.
<PAGE 9>
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents of $30,018,000 at June 30, 1996
increased by $1,668,000 from $28,350,000 at December 31, 1995. During the
six months ended June 30, 1996, $17,032,000 of cash was provided primarily
from operating activities. Of this amount, $8,879,000 was used to acquire
businesses, $2,415,000 for additions to fixed assets, 1,651,000 for the
purchase of Company stock, and the remainder primarily to pay dividends on
the Company's common stock. The current ratio at June 30, 1996 was 1.03
compared to 1.13 as of December 31, 1995.
The Company has a revolving credit agreement with a major insurance
company under which up to $6 million presently may be borrowed at an interest
rate equal to the prime lending rate plus one percent. The amount of
available credit decreases by $1 million each August through the year 2001,
when it will expire. As of June 30, 1996, the maximum amount of borrowings
was outstanding. In November 1994, the Company entered into a revolving
credit facility with a national banking institution that provides for
available borrowings of up to $10 million. As of June 30, 1996, there
were no borrowings against this line of credit. The Company believes that
its existing cash, cash equivalent, short-term investments portfolio, funds
generated from operations, and available credit facility borrowings are
sufficient to satisfy its normal financial needs.
<PAGE 10>
POE & BROWN, INC.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
As previously reported in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995, on September 9, 1994, the Company was named as
a third-party defendant in a case pending in the United States District
Court, Eastern District of New York, captioned Alec Sharp, an Underwriter at
Lloyds on behalf of himself and other Lloyd's Underwriters and Colin Trevor
Dingley, on behalf of himself and other Lloyd's Underwriters v. Best Security
Corp., d/b/a Independent Armored, et al. The third-party complaint was filed
against the Company by some of the defendants in the action. The case arose
from the theft of jewelry claimed to be worth approximately $7 million
from an armored car owned and operated by Best Security Corp.
Plaintiffs, the insurers, sought a declaratory judgment against the
insured and purported additional insureds that the policy was void from
inception because the insured made misrepresentations on the application.
In the third-party complaint, the third-party plaintiffs alleged that the
Company issued certificates of insurance naming additional insureds without
authorization, and claimed the Company failed to communicate information
given to the Company by the named insured to the Underwriters at Lloyds of
London. In the first and second quarters of 1996, the claims of all of
the third-party plaintiffs were resolved through settlement, and on June 17,
1996 the action was dismissed with prejudice. The settlement of these claims
did not have a material effect on the consolidated financial position or
operations of the Company.
The Company is involved in various other pending or threatened
proceedings by or against the Company or one or more of its subsidiaries
which involve routine litigation relating to insurance risks placed by the
Company and other contractual matters. The Company's management does not
believe that any of such pending or threatened proceedings will have a
material adverse effect on the consolidated financial position or results of
operations of the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on April 30,
1996. At the Annual Meeting, seven of the existing directors of the Company
were re-elected to the Board. Three directors did not stand for
re-election. In addition, the Company's shareholders approved a proposal
to adopt the Poe & Brown, Inc. Stock Performance Plan (the "Plan").
The number of votes cast for and against the proposal to adopt the
Plan were 6,771,637 and 36,120, respectively. There were 183,866 abstentions
and no broker non-votes with respect to this proposal.
The number of votes cast for or withheld with respect to the election of
each of the directors is set forth below:
<TABLE>
<S> <C> <C>
For Withheld
J. Hyatt Brown 6,903,591 88,032
Samuel P. Bell, III 6,905,262 86,361
Bruce G. Geer 6,904,998 86,625
Jim W. Henderson 6,904,998 86,625
Kenneth E. Hill 6,905,062 86,561
Bradley Currey, Jr. 6,904,862 86,761
Theodore J. Hoepner 6,905,062 86,561
</TABLE>
<PAGE 11>
There were no abstentions and no broker non-votes with respect to the
election of the directors.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Exhibit 3a - Articles of Incorporation (incorporated
by reference to Form 10-K for the year
ended December 31, 1994)
Exhibit 3b - Amended and Restated Bylaws
Exhibit 11 - Statement re: Computation of Per Share Earnings
Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) There were no reports filed on Form 8-K during the quarter ended
June 30, 1996.
<PAGE 12>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
POE & BROWN, INC.
Date: August 8, 1996 /s/James A. Orchard
____________________________________
James A. Orchard
Chief Financial Officer
(duly authorized officer, principal
financial officer and principal
accounting officer)
EXHIBIT 3B - AMENDED AND RESTATED BYLAWS
AS AMENDED EFFECTIVE
AS OF JULY 30, 1996
BY-LAWS
POE & BROWN, INC.
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meetings of Shareholders
The annual meeting of the Shareholders for the election of
the Board of Directors and the transaction of such further business
as may come before the meeting shall be held at the Company's
offices on the fourth Thursday of April each year (or in the event
such day is a legal holiday, on the day next following which is not a
legal holiday), unless by resolution of the Board of Directors in any
year a different time is designated. Meetings of the shareholders may
be held either within or without the State of Florida.
Section 2. Special Meetings of Shareholders
Special meetings of the shareholders may be called
by the President or the Board of Directors whenever he or
they deem it proper and shall be called by the President
or by the Board of Directors upon the written request of
shareholders holding a majority of common stock outstanding. Such
meetings may be held either within or without the State.
Section 3. Notice of Meetings of Shareholders
A notice of each meeting of shareholders, signed by
the Secretary, shall be mailed to each shareholder having the right
and entitled to vote at such meeting, at his address as it appears on
the records of the Corporation, not less than 10 nor more than 60 days
before the date set for the meeting. If any such shareholder's address
is unknown, notice shall be given by advertising once, in some newspaper
published in Tampa, Florida within the time above specified for served or
mailed notice. If any shareholder shall transfer any of his stock after
notice, it shall not be necessary to notify the transferee. Any
shareholder, however, may waive notice of any meeting, either before,
at or after such meeting.
Section 4. Qualification of Voters
The directors may fix a date not more than 70
days prior to the date set for such meeting as the record
date of which the shareholders of record who have the right to
and are entitled to notice of and to vote at such meeting and any
adjournment thereof shall be determined.
<PAGE 2>
Section 5. Proxy and Voting
Shareholders who are qualified to vote may vote at
any meeting, either in person or, if absent, by proxy in
writings which shall be filed with the Secretary of the
meeting before being voted. Each common shareholder shall
be entitled to as many votes as he holds shares of stock.
Section 6. Quorum
At any meeting of the shareholders a majority in interest
of all the common stock issued and outstanding represented by
shareholders of record in person or by proxy shall constitute a
quorum for the transaction of business. A less interest may adjourn any
meeting and the meeting may be held as adjourned without further notice,
provided however, that directors shall not be elected at meetings so
adjourned. Any question may be considered and acted upon at an annual
meeting of the shareholders, but no question not stated in the call for
a special meeting shall be acted upon thereat except by the written
consent to the holders of a majority of the outstanding common stock, said
consent to be filed with the records of the Corporation.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Qualifications of Directors
The Board of Directors shall consist of nine (9) in number to be
elected annually at the meeting of the shareholders by a majority of the
shares voted. The number may be increased or diminished from time to
time, by resolution of the Board of Directors, but shall never be less
than three (3). It shall not be necessary for directors to be shareholders,
but all directors shall be of full age and at least one shall be
a citizen of the United States. A director shall hold office until his
successor is elected and has qualified.
Section 2. Meetings of Directors
The Board of Directors shall hold its regular and its special meetings
at such times and places, within or without the state, as they deem to be to
the best interest of the Corporation. The Board of Directors shall fix the
time and place of its regular meetings. The President or any two directors
may call special meetings of the Board of Directors but the President shall
call a special meeting or meetings whenever requested in writing so to do by
the holders of a majority of the stock then outstanding. The Board of
Directors may conduct meetings by means of a conference telephone hookup.
Section 2A. Action by Written Consent
Any action required or permitted to be taken at a meeting of the
Board of Directors or of a Committee may be taken by written consent,
without a meeting, if the action is taken by all of the members of the Board
or the Committee. The action shall be evidenced by one or more
<PAGE 3>
written consents describing the action taken and shall be signed by each
director or Committee member.
Section 3. Notice of Meetings of Board of Directors
After the Board of Directors has determined the time and place
for regular meetings no notice thereof need be given. Notice of special
meetings, stating the time and place thereof, shall be given to each
director by mailing the same special delivery and, if it will expedite
the notice, airmail, at his residence or business address at least two (2)
days before the meeting, or by delivering the same to him personally or
telegraphing or telecopying the same to him at his residence or
business address not later than the day before the day on which the
meeting is to be held, unless in case of emergency the President shall
prescribe a shorter notice to be given personally, by telephone, telegram
or by telecopy. The meeting of the Board of Directors for the election of
officers may be held without notice immediately after the annual meeting
of the shareholders and at the same place. Any director may waive notice
of any meeting of the Board of Directors either before, at or after such
meeting.
Section 4. Powers of Directors
The Board of Directors shall have the entire management of the business
of the Corporation. In the management and control of the property, business
and affairs of the Corporation, the Board of Directors is hereby vested with
all the powers possessed by the Corporation itself, so far as this delegation
of authority is not inconsistent with the laws of the State of Florida, with
the Certificate of Incorporation or with these By-Laws. The Board of
Directors shall have the power to determine what constitutes net
earnings, profits, and surplus, respectively, what amount shall
be reserved for working capital and for any other purposes and what amount
shall be declared as dividends, and such determination by the Board of
Directors shall be final and conclusive. The Board of Directors shall also
have power to determine what amounts, if any, shall be borrowed
by the Corporation and upon what terms, conditions or security and shall
be authorized to incur such indebtedness as they may deem necessary and to
authorize the execution thereof by the officers of the Corporation. The
Board of Directors may, by resolution, designate two or more of their number
to constitute an executive committee, who, to the extent provided in
such resolution, shall have and may exercise the powers
of the Board of Directors.
Section 5. Vacancies
When for any reason the office of a director shall become vacant,
the remaining directors shall by a majority vote elect a successor who
shall hold office until his successor is elected and has qualified.
Vacancies resulting from an increase in the number of directors may be filled
in the same manner.
<PAGE 4>
Section 6. Quorum of Directors
A majority of the members of the Board of Directors is required to
constitute a quorum for the transaction of business, but a lesser number
(not less than two) may adjourn any meeting and the meeting may be held
as adjourned without further notice. When a quorum is present at any
meeting, the act of the majority of the directors present shall be the act
of the Board of Directors and this shall be true even if no notice of such
meeting shall have been given, provided a majority of the Board shall waive,
as hereinabove provided, the giving of such notice.
Section 7. Resignation or Removal
Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary. Any such resignation
shall take effect at the time specified therein, or if the time not be
specified therein, upon its acceptance by the Board of Directors. The
shareholders at any meeting called for the purpose by vote of a majority
of the common stock issued and outstanding may remove from office any
director elected by the shareholders or Board of Directors and elect his
successor.
ARTICLE III
OFFICERS
Section 1. Election and Qualification
The Officers of this Corporation shall consist of a Chairman of the
Board, a President, a Vice President, a Secretary and a Treasurer and one
of more additional Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers or such other officers as the Board of
Directors may provide. All of such officers shall be elected by the
Board of Directors immediately after the annual meeting of the shareholders.
None of the officers need be directors. The same person may hold more than
one office, except those of President and Secretary or Assistant Secretary.
The Board of Directors shall have the authority to fill any vacancy in any
office.
The Board of Directors shall have full authority to fix the compensation
of all officers. All officers shall hold office until their successors are
elected and have qualified.
Section 2. Chairman of the Board
The Chairman of the Board shall preside at all meetings of the
shareholders and shall preside at meetings of the Board of Directors,
and in the absence, sickness or other disability of the President, shall
serve as the chief executive officer of the Corporation. The Chairman of
the Board, President or Vice President, unless some other person is
specifically authorized by vote of the Board of Directors, shall sign all
Certificates of stocks, bonds, deeds, mortgages, leases, or any other written
instruments of the Corporation. He shall perform all the duties commonly
<PAGE 5>
incident to his office and shall perform such other duties as the Board of
Directors shall designate.
Section 2A. President
The President shall be the chief executive officer of the Corporation
and shall preside at meetings of the shareholders and/or directors in the
absence, sickness or other disability of the Chairman of the Board. The
President shall perform all the duties commonly incident to his office and
shall perform such other duties as the Board of Directors shall designate.
Section 3. Vice President
The Vice President shall perform the duties and have the powers of
the President (other than those as specified as duties of the Chairman of
the Board) during the absence, sickness, or other disability of the
President. In addition, he shall perform such other duties and have
such other powers as the Board of Directors shall designate.
Section 4. Secretary
The Secretary shall keep accurate minutes of all meetings of the
shareholders and the Board of Directors and shall perform all the duties
commonly incident to his office and shall perform such other duties and
have such other powers as the Board of Directors shall designate. The
Secretary shall have charge of the Corporate Seal and shall, if requested
to do so, attest written instruments of the Corporation executed by the
President or the Chairman the Board and affix the Corporate Seal thereto.
In the absence of the Secretary, the Assistant Secretary shall perform the
aforesaid duties.
Section 5. Treasurer
The Treasurer, subject to the order of the Board of Directors, shall
have the care and custody of the money, funds, valuable papers and documents
of the Corporation and shall have and exercise under the supervision of the
Board of Directors all the powers and duties commonly incident to his
office. He shall keep accurate accounts of the Corporation's transactions
which shall be the property of the Corporation.
Section 6. Resignation and Removal
Any officer of the Corporation may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary
of the Corporation. Any such resignation shall take effect at the time
specified therein or if the time be not specified therein upon its
acceptance by the Board of Directors. The shareholders at any meeting
called for the purpose by vote of a majority of the stock issued
and outstanding may remove from office any officer elected or appointed
by the Board of Directors and elect or appoint his successor. The Board
of Directors by vote of not less than a majority of the entire Board may
remove from office any officer or agent elected or appointed by it.
<PAGE 6>
ARTICLE IV
STOCK
Section 1. Certificate of Stock
Certificates shall be signed by the Chairman of the Board or the
President and the Secretary or an Assistant Secretary and sealed with
the seal of the Corporation. The seal may be facsimile, engraved or
printed. When such Certificate is signed by a transfer agent or by a
registrar, the signature of any of those officers named herein may be
facsimile. Shares of stock may be transferable only by the registered
holder thereof in person or by his attorney duly authorized in writing
at the office of an authorized transfer agent of the Corporation upon
the surrender of the certificate or certificates for such shares.
Section 2. Stock Register
A stock book, stock records or register shall be kept at the office
of the Corporation in Florida, or in the office of one or more of its
transfer agents or registrars, containing the names, alphabetically
arranged, with the address, of every shareholder, showing the number of
shares of stock held of record by him. If the stock records are kept in
the office of a transfer agent or registrar, the Corporation shall keep
at its office in Florida copies of the stock list prepared from the stock
records and sent to it from time to time by said transfer agent or
registrar.
Section 3. Defaced or Mutilated Stock Certificates
A new certificate may be issued in lieu of any certificate previously
issued that may be defaced or mutilated, upon surrender for cancellation of
the part of the old certificate sufficient,in the opinion of the Secretary,
to protect the Corporation against loss or liability.
Section 4. Loss of Stock Certificates
In case of loss of any certificate of stock, the
owner, before obtaining a duplicate thereof, shall be
required to make affidavit that the stock has been lost,
stolen or destroyed, describing the same accurately, which affidavit
shall be filed with the Treasurer and shall be further required to
give to the Corporation a bond or indemnity agreement satisfactory
to the Board of Directors.
ARTICLE V
SEAL
Section 1. Description of Seal
The corporate seal of the Corporation shall bear the words
POE & BROWN, INC., and the word "FLORIDA", which shall be between
two concentric circles, and on the inside the inner
<PAGE 7>
circle shall be the words "CORPORATE SEAL" and figures "1959", an
impression of the said seal appearing on the margin hereof.
ARTICLE VI
AMENDMENTS
Section 1. Method of Amendment or Change
These By-Laws may be amended or repealed and additional By-Laws added
or adopted by a majority vote of the entire Board of Directors so long as
the proposed action is not inconsistent with any By-Laws which may have
been adopted by any shareholders meeting by a vote of the majority of
the issued and outstanding common stock of the Corporation. These
By-Laws may be amended or repealed at any shareholders meeting by a
vote of the majority of the issued and outstanding common stock of the
Corporation.
ARTICLE VII
MISCELLANEOUS
Section 1. Indemnification of Directors and Officers
Every person who now is or hereafter may be a
director or officer of this Corporation, or a director or
officer of any other corporation serving as such at the
request of this Corporation because of this Corporation's interest
as a shareholder or creditor of such other corporation, shall
be indemnified by this Corporation against all costs and amounts
of liability therefor and expenses, including counsel fees,
reasonably incurred by or imposed upon him in connection with
or resulting from any action, suit, proceeding or claim of
whatever nature to which he is or shall be made a party by reason
of his being or having been a director or officer of this Corporation
or for such other corporation (whether or not he is such
director or such officer at the time he is made a party
to such action, suit, proceeding or claim or at the time
such costs, expenses, amounts or liability therefor
are incurred by or imposed upon him), provide that such
indemnification shall not apply with respect to any
matter as to which such director or officer shall be finally
adjudged in such action, suit, proceeding or claim to have
been individually guilty of gross negligence or wilful
malfeasance in the performance of his duty as such director
or officer and provided further that the indemnification herein
provided shall, with respect to any settlement of any such suit, action,
proceeding or claim, include reimbursement of any amounts paid
and expenses reasonably incurred in settling any such
suit, action, proceeding or claim when, in the judgment
of the Board of Directors of this Corporation, such settlement
and reimbursement appeared to be for the best interests of
this Corporation. The foregoing right of indemnification
shall be in addition to and not exclusive of any and
all other rights as to which any such director or
officer may be entitled under any agreement, vote of shareholders
or others.
<PAGE 8>
Section 2. Validity of Certain Contracts
No contract other transaction between this
Corporation and any other association, firm corporation
(whether or not a majority of the ownership or capital
stock of such other association, firm or corporation
shall be owned by this Corporation), shall in any way
be affected or invalidated by the fact that any of
the directors or officers this Corporation are
pecuniarily or otherwise interest in, or are directors or
officer such other association, firm
or corporation; any director of officer of this
Corporation, individually, may be a party to or may be
pecuniarily or otherwise interested in any contract or transaction of
this Corporation; and any director of this Corporation
who is also a director of officer of such other corporation, or
who is so interested, may be counted in determinate
into existence of a quorum at the meeting of the Board
Directors of this Corporation which shall authorize or
confirm any such contract or transaction and may vote thereat
to authorize or confirm any such contract or transaction
with like force and effect as if he were not such
director officer of such other corporation or not so
interested; and each and every person who may become a
director or officer of this Corporation is hereby
relieve from any liability that might otherwise exist
from thus contracting with this Corporation of the
benefit of himself or any person, firm, association or
corporation in which he may be in any way interested;
provided, however, in any said contract or
transaction there shall be an absence of actual fraud
- END -
<TABLE>
<CAPTION>
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE (UNAUDITED)
<S> <C> <C> <C> <C>
Three Months Ended June30, Six Months Ended June 30,
1996 1995 1996 1995
Average shares
outstanding 8,649 8,658 8,666 8,648
Net effect of dilutive
stock options, based on
the treasury stock method 28 58 30 48
_______ _______ _______ ______
Total shares used in
computation 8,677 8,716 8,696 8,696
======= ======= ======= ======
Net income $3,382 $2,859 $7,827 $7,111
======= ======= ======= ======
Net income per share $ .39 $ .33 $ .90 $ .82
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 30,018
<SECURITIES> 1,721
<RECEIVABLES> 60,104
<ALLOWANCES> 100
<INVENTORY> 0
<CURRENT-ASSETS> 97,329
<PP&E> 23,327
<DEPRECIATION> 12,146
<TOTAL-ASSETS> 171,183
<CURRENT-LIABILITIES> 94,217
<BONDS> 0
0
0
<COMMON> 862
<OTHER-SE> 5,909
<TOTAL-LIABILITY-AND-EQUITY> 171,183
<SALES> 0
<TOTAL-REVENUES> 59,349
<CGS> 0
<TOTAL-COSTS> 43,731
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 466
<INCOME-PRETAX> 12,831
<INCOME-TAX> 5,004
<INCOME-CONTINUING> 7,827
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,827
<EPS-PRIMARY> .90
<EPS-DILUTED> .90
</TABLE>
