FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998.
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 July 31, 1998, was 13,446,852.
<PAGE 2>
<TABLE>
<CAPTION>
POE & BROWN, INC.
Index to Form 10-Q
For The Quarter Ended June 30, 1998
<S> <C>
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income for
the three and six months ended June 30, 1998 and 1997 3
Condensed Consolidated Balance Sheets as of June 30,
1998 and December 31, 1997 4
Condensed Consolidated Statements of Cash Flows for
the six months ended June 30, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures about Market 11
Risk
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities and Use of Proceeds 12
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 14
</TABLE>
<PAGE 3>
ITEM 1: FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
POE & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands, except per share data)
<S> <C> <C> <C> <C>
For the three months For the six months
ended June 30, ended June 30,
1998 1997 1998 1997
REVENUES
Commissions and fees $38,038 $ 30,808 $74,060 $ 63,520
Investment income 812 1,347 1,587 2,155
Other income 124 71 (44) 533
_______ _______ _______ _______
Total revenues 38,974 32,226 75,603 66,208
________ _______ _______ _______
EXPENSES
Employee compensation and
benefits 20,712 16,492 38,755 33,330
Other operating expenses 8,703 7,042 15,771 14,199
Interest and amortization 1,622 2,111 2,963 3,464
_______ _______ _______ _______
Total expenses 31,037 25,645 57,489 50,993
_______ _______ _______ _______
Income before income taxes 7,937 6,581 18,114 15,215
Income taxes 3,135 2,600 7,155 6,010
_______ _______ ________ _______
NET INCOME $ 4,802 $ 3,981 $10,959 $ 9,205
_______ _______ ________ _______
Other comprehensive income, net
of tax:
Unrealized gain (loss) on securities:
Unrealized holding gain (loss),
net of tax benefit of $438 and
tax effect of $136 for the
three-month periods ended
June 30, 1998 and 1997,
respectively, and net of tax
benefit of $1,431 and $501 for
the six-month periods ended
June 30, 1998 and 1997,
respectively. (779) 207 (2,332) (902)
_______ _______ _______ _______
Comprehensive Income $ 4,023 $ 4,188 $ 8,627 $ 8,303
======= ======= ======= =======
Basic and diluted earnings per
share $ .36 $ .31 $ .82 $ .71
======= ======= ======= =======
Dividend declared per share $ .10 $ .0867 $ .20 $ .173
======= ======= ======= =======
Diluted shares outstanding 13,370 13,025 13,391 13,013
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE 4>
<TABLE>
<CAPTION>
POE & BROWN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<S> <C> <C>
(Unaudited)
June 30, December 31,
1998 1997
ASSETS
Cash and cash equivalents $ 27,722 $ 47,726
Short-term investments 1,195 1,299
Premiums, commissions and fees receivable 66,610 62,148
Other current assets 9,936 6,507
________ ________
Total current assets 105,463 117,680
Fixed assets, net 12,850 11,863
Intangible assets, net 70,904 49,593
Investments 8,700 11,480
Other assets 4,642 3,513
________ ________
Total assets $202,559 $194,129
======== ========
LIABILITIES
Premiums payable to insurance companies $ 88,832 $ 74,598
Premium deposits and credits due
customers 6,211 7,035
Accounts payable and accrued expenses 17,511 15,826
Current portion of long-term debt 2,940 5,339
________ ________
Total current liabilities 115,494 102,798
Long-term debt 3,841 4,093
Deferred income taxes 2,649 3,951
Other liabilities 5,649 6,145
________ ________
Total liabilities 127,633 116,987
________ ________
SHAREHOLDERS' EQUITY
Common stock, par value $.10 per share:
authorized 70,000 shares; issued
13,351 shares at 1998 and 13,107 shares
at 1997 1,335 1,311
Retained earnings 69,179 69,087
Accumulated other comprehensive income 4,412 6,744
________ _________
Total shareholders' equity 74,926 77,142
________ ________
Total liabilities and shareholders'
equity $202,559 $194,129
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE 5>
<TABLE>
<CAPTION>
POE & BROWN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
<S> <C> <C>
For the six months ended June 30,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $10,959 $ 9,205
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 4,379 4,458
Net losses (gains) on sales of investments,
fixed assets and customer accounts 187 (792)
Premiums, commissions and fees receivable,
decrease 182 3,672
Other assets, (decrease) increase (847) 955
Premiums payable to insurance companies,
increase (decrease) 6,824 (1,428)
Premium deposits and credits due
customers, (decrease) (824) (499)
Accounts payable and accrued expenses,
(decrease) increase (40) 1,903
Other liabilities, (decrease) (829) (317)
________ ________
NET CASH PROVIDED BY OPERATING ACTIVITIES 19,991 17,157
________ ________
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to fixed assets (1,634) (1,296)
Payments for businesses acquired,
net of cash acquired (21,655) (1,817)
Proceeds from sales of fixed assets
and customer accounts 213 275
Purchases of investments (1,035) (616)
Proceeds from sales of investments 174 553
________ _________
NET CASH USED IN INVESTING ACTIVITIES (23,937) (2,901)
_________ _________
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on long-term debt (6,691) (1,235)
Exercise of stock options and
issuances of stock 178 205
Purchases of stock for stock option
plan, employee stock purchase plan
and performance stock plan (6,892) (294)
Cash dividends paid (2,653) (2,251)
_________ _________
NET CASH USED IN FINANCING ACTIVITIES (16,058) (3,575)
_________ __________
Net (decrease) increase in cash and
cash equivalents (20,004) 10,681
Cash and cash equivalents at beginning
of period 47,726 31,786
________ _______
CASH AND CASH EQUIVALENTS AT END OF PERIOD $27,722 $42,467
======= =======
</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 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. For further
information, refer to the consolidated financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1997.
Results of operations for the three- and six-month periods ended June 30,
1998 are not necessarily indicative of the results that may be expected for
the year ending December 31, 1998.
Note 2 - Basic and Diluted Earnings Per Share
All share and per-share information in the financial statements has been
adjusted to give effect to the 3-for-2 common stock split which became
effective on February 27, 1998.
Basic earnings per share is based upon the weighted average number of
shares outstanding. Diluted earnings per share is adjusted for the
dilutive effect of stock options. Earnings per share is the same on both a
basic and a diluted basis.
As of December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (SFAS 128). All
prior-period EPS information is required to be restated. The Company's
basic and fully diluted earnings per share (EPS) for the period ended
June 30, 1997 computed under SFAS 128 is not different than previously
computed.
<PAGE 7>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
BASIC EARNINGS PER SHARE
Net Income $ 4,802 $ 3,981 $10,959 9,205
======= ======= ======= ======
Weighted average shares
outstanding 13,351 13,005 $13,373 12,995
======= ======= ======= ======
Basic earnings per share $ .36 $ .31 $ .82 $ .71
======= ======= ======= =======
DILUTED EARNINGS PER SHARE
Weighted average number of
shares outstanding 13,351 13,005 13,373 12,995
Net effect of dilutive
stock options, based on
the treasury stock method 19 20 18 18
_______ ______ ______ _______
Total diluted shares used
in computation 13,370 13,025 13,391 13,013
======= ====== ======= =======
Diluted earnings per
share $ .36 $ .31 $ .82 $ .71
======= ======= ======= =======
</TABLE>
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income",
in the first quarter of 1998, and has reported comprehensive income on the
accompanying consolidated statements of income.
Note 3 - Acquisitions
During the second quarter of 1998, the Company acquired substantially all
of the assets of the John F. Phillips Insurance Agency, of Prescott, Arizona;
Harris Insurance Services, of Las Vegas, Nevada; the Fordham Agency, of
St. Petersburg, Florida; Adlerman, Click & Co., of Princeton, New Jersey;
Zel Schwanz & Associates, of Phoenix, Arizona; and the Fort Lauderdale
office of Hilb, Rogal and Hamilton Company. There were no acquisitions
during the second quarter of 1997.
During the first quarter of 1998, the Company acquired substantially all
of the assets of Arizona General Insurance, of Tucson, Arizona; Boynton
Brothers & Company, of Perth Amboy, New Jersey; Great Northern Insurance,
of Phoenix, Arizona; and the Heine-Miles Insurance Agency, of Phoenix,
Arizona. During the first quarter of 1997, the Company acquired
substantially all of the assets of Dade Underwriters Insurance Agency,
of Aventura, Florida and Willits Insurance Agency, of Ft. Lauderdale,
Florida.
These acquisitions have been accounted for using the purchase method of
accounting. The results of operations for the acquired companies have been
combined with those of the Company since their respective acquisition dates.
If the acquisitions had occurred at the beginning of the periods
presented, the Company's results of operations would be as shown in the
following table. These unaudited pro forma results are not necessarily
indicative of the actual results of operations that would have occurred
had the acquisitions actually been made at the beginning of the respective
periods.
<PAGE 8>
<TABLE>
<CAPTION>
SIX-MONTH PERIOD ENDED JUNE 30 (Unaudited),
(In thousands, except per share data)
<S> <C> <C>
1998 1997
Operating revenue 78,881 72,874
Income before income taxes 18,490 15,977
Net income 11,188 9,670
Earnings per share 0.84 0.74
</TABLE>
During the second quarter of 1998, the Company issued 278,765 shares of
its common stock for all of the outstanding stock of Daniel-James Insurance
Agency, Inc., an Ohio corporation with offices in Perrysburg, Ohio and
Indianapolis, Indiana, and for all of the outstanding membership interests of
Becky-Lou Realty Limited, an Ohio limited liability company with offices in
Perrysburg, Ohio. During the first quarter of 1998, the Company issued
22,500 shares of its common stock in exchange for all of the outstanding
stock of Thim Insurance Agency, Inc., an Arizona corporation.
These acquisitions have been accounted for as poolings-of-interests;
however, due to the immaterial nature of the transactions, the Company's
consolidated financial statements have not been restated for all periods
prior to the transactions. The operating results of each company for periods
prior to their respective acquisitions are not material to the Company's
consolidated operating results.
Note 4 - Long-Term Debt
The Company continues to maintain its credit agreement with a major
insurance company under which $4 million (the maximum amount available for
borrowing) was outstanding at June 30, 1998, at an interest rate equal to
the prime lending rate plus one percent (9.5% at June 30, 1998). The
available amount will decrease by $1 million on October 1, 1998 in
accordance with the amendment to the loan agreement dated July 30, 1998.
The available amount will subsequently decrease by $1 million each
August thereafter, 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, 1997.
In November, 1994, the Company entered into a revolving credit facility
with a national banking institution that provides for borrowings of up to
$10 million. As of June 30, 1998, there were no outstanding borrowings
against the line of credit.
Note 5 - Contingencies
The Company is not a party to any legal proceedings other than various
claims and lawsuits arising in the normal course of business. Management
of the Company does not believe that any such claims or lawsuits will have
a material effect on the Company's financial condition or results of
operations.
<PAGE 9>
Note 6 - Supplemental Disclosures of Cash Flow Information
The Company's significant non-cash investing and financing activities are
as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
For the six-month period ended June 30,
(in thousands) 1998 1997
Unrealized (depreciation) of
available-for-sale securities
net of tax benefit of $1,431 for
1998 and $501 in 1997 $ (2,332) $ (902)
Notes payable issued for purchased
customer accounts 1,192 -
Notes received on the sale of fixed
assets and customer accounts 566 200
Common stock issued in acquisitions 9,426 -
</TABLE>
<PAGE 10>
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 1998 was $4,802,000, or
$.36 per share, compared with net income in the second quarter of 1997 of
$3,981,000, or $.31 per share, a 21% increase. Net income for the six months
ended June 30, 1998 was $10,959,000, or $.82 per share, compared with 1997
same-period net income of $9,205,000, or $.71 per share, a 19% increase.
Commissions and Fees. Commissions and fees for the second quarter of 1998
increased $7,230,000, or 23% from the same period in 1997. This increase is
primarily attributable to revenues from acquired agencies. Commissions and
fees for the six months ended June 30, 1998 were $74,060,000 compared to
$63,520,000 for the same period in 1997, a 17% increase. The 1998 increase
is due to approximately $8,997,000 of revenue from acquired agencies, with
the remainder due to new business production.
Investment Income. Investment income for the second quarter and six-month
period ended June 30, 1998 decreased $535,000 and $568,000, respectively,
from the same periods in 1997 primarily due to a decrease in recorded gains
on the sale of certain investments and a decrease in available cash to
invest.
Other Income. Other income primarily includes gains and losses from the
sale of customer accounts and other assets. Other income for the
second-quarter ended June 30, 1998 increased $53,000 over the same period
in 1997. Other income for the six-month period ended June 30, 1998 decreased
$577,000 over the same period in 1997, due primarily to the disposition of
the assets of the Company's Charlotte, North Carolina office, which
resulted in a loss of $490,000.
Employee Compensation and Benefits. Employee compensation and benefits
increased 26% and 16%, respectively, during the three-month and six-month
periods ended June 30, 1998 over the same periods in 1997. These increases
primarily relate to the addition of new employees as a result of
acquisitions. Employee compensation and benefits as a percentage of total
revenue increased to 53% in the second quarter of 1998 compared to 51% in
the same period last year, and increased to 51% for the six months ended
June 30, 1998 compared to 50% in the same period last year.
Other Operating Expenses. Other operating expenses for the second quarter
of 1998 increased $1,661,000, or 24%, over the same period in 1997,
primarily due to acquisitions, but remained constant as a percentage of
total revenue at 22%. Other operating expenses as a percentage of total
revenue remained constant at 21% for the six month periods ended June 30,
1998 and 1997.
Interest and Amortization. Interest and amortization decreased $489,000,
or 23%, and $501,000, or 14%, for the three-month and six-month periods
ending June 30, 1998, respectively, over the same periods in 1997. These
decreases are due primarily to the write-off of the remaining intangible
assets related to a terminated agreement in 1997.
Liquidity and Capital Resources
The Company's cash and cash equivalents of $27,722,000 at June 30, 1998
decreased by $20,004,000 from $47,726,000 at December 31, 1997. For the
six-month period ended June 30, 1998,
<PAGE 11>
$19,991,000 of cash was provided by operating activities. From both this
amount and existing cash balances, $21,655,000 was used to acquire
businesses, $6,892,000 was used for purchases of the Company's stock,
$6,691,000 was used for repayment of both existing and assumed long-term
debt, $2,653,000 was used for payment of dividends and $1,634,000 was used
for fixed asset additions. The current ratio at June 30, 1998 was 0.91
compared to 1.14 at December 31, 1997.
The Company has a revolving credit agreement with a major insurance
company under which up to $4 million presently may be borrowed at an
interest rate equal to the prime lending rate plus one percent. The
available amount will decrease by $1 million on October 1, 1998 in
accordance with the amendment to the loan agreement dated July 30, 1998.
The available amount will subsequently decrease $1 million each August
thereafter, through 2001, when it will expire. As of June 30, 1998, 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 borrowings of up to $10 million. As of
June 30, 1998, there were no outstanding borrowings against the line of
credit. The Company believes that its existing cash, cash equivalents,
short-term investments portfolio, funds generated from operations
and available credit facility borrowings are sufficient to satisfy its
normal financial needs.
Year 2000 Date Conversion
The Company has evaluated and identified the risks of software failure
due to processing errors arising from calculations using the Year 2000 date.
A plan for conversion has been established to maintain the integrity of its
financial systems and ensure the reliability of its operating systems.
The cost of achieving Year 2000 compliance, which includes software and
installation, and will be incurred during 1998 and 1999, is not expected
to be material in relation to the Company's financial statements.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
Not Applicable.
<PAGE 12>
POE & BROWN, INC.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is involved in various pending or threatened proceedings by or
against the Company or one or more of its subsidiaries which involve
litigation relating to insurance risks placed by the Company and other
contractual matters. The Company's management does not believe that any
such pending or threatened proceedings will have a material adverse effect
on the Company's financial position or results or operations.
ITEM 2 - CHANGE IN SECURITIES AND USE OF PROCEEDS
Effective April 14, 1998, the Company acquired all of the outstanding
shares of Daniel-James Insurance Agency, Inc. (Daniel-James) and acquired
all of the outstanding membership interests of Becky-Lou Realty Limited
(Becky-Lou). In exchange for all of the outstanding common stock of
Daniel-James and membership interests of Becky-Lou, the Company issued a
total of 278,765 shares of the Company's common stock to the former
shareholders and members of Daniel-James and Becky-Lou, respectively.
The Company's shares were offered and sold privately, and no underwriting
was involved in the transaction.
The Company issued the shares without registration under the Securities
Act of 1993 (the "Act"). The Company relied upon the exemptions set forth
in Section 4(2) of the Act and Rule 506 of Regulation D, promulgated
thereunder. The shares were offered privately by the issuer to less than
35 shareholders and the issuer reasonably believed that each shareholder
(or representative of such shareholder) had such knowledge and experience
in financial and business matters that he was capable of evaluating the
merits and risks of the prospective investment. The Company (i) made
available to the purchasers the information required by Rule 502(b) of
Regulation D, (ii) did not offer the shares by means of any
advertisement, general solicitation or other means proscribed by Rule 502(c)
of Regulation D, (iii) informed the purchasers of the limitations on resale
of the shares and placed an appropriate restrictive legend on the share
certificates, and (iv) filed a notice on Form D with the Securities and
Exchange Commission within 15 days after the sale.
<PAGE 13>
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on April 29, 1998.
At the Annual Meeting, several matters were submitted to a vote of
security holders. The matters included:
1. The election of eight directors
The number of votes cast for, withheld or abstaining with respect to the
election of each of the directors is set forth below:
<TABLE>
<CAPTION>
<S> <C> <C>
Abstain/
For Withheld
J. Hyatt Brown 11,340,321 219,946
Samuel P. Bell, III 11,340,357 219,910
Jim W. Henderson 11,340,361 219,906
Kenneth E. Hill 11,340,361 219,906
Bradley Currey, Jr. 11,339,588 220,679
Theodore J. Hoepner 11,340,361 219,906
David H. Hughes 11,340,361 219,906
Jan E. Smith 11,340,361 219,906
</TABLE>
There were no broker non-votes with respect to the election of directors.
2. The proposal to increase the number of shares of the Company's authorized
common stock from 18,000,000 to 70,000,000.
The number of votes cast for, against or abstaining with respect to the
proposal to increase the number of shares is set forth below:
<TABLE>
<CAPTION>
<S> <C>
For 10,167,248
Against 1,365,601
Abstain 27,418
</TABLE>
There were no broker non-votes with respect to this proposal.
3. The proposal to approve an amendment to the Company's 1990 Employee
Stock Purchase Plan to reserve an additional 375,000 shares of common
stock for issuance thereunder.
The number of votes cast for, against or abstaining with respect to the
proposal to reserve the 375,000 shares is set forth below:
<TABLE>
<CAPTION>
<S> <C>
For 10,833,723
Against 31,545
Abstain 10,870
</TABLE>
There were 684,129 broker non-votes with respect to this proposal.
<PAGE 14>
4. The proposal to approve an amendment to the Company's Stock Performance
Plan to reserve an additional 300,000 shares of common stock for issuance
thereunder.
The number of votes cast for, against or abstaining with respect to the
proposal to reserve the 300,000 shares is set forth below:
<TABLE>
<CAPTION>
<S> <C>
For 10,679,802
Against 108,963
Abstain 68,373
</TABLE>
There were 703,129 broker non-votes with respect to this proposal.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 3a - Articles of Incorporation (incorporated by reference to
Exhibit 3a to Form 10-K for the year ended December 31, 1994)
Exhibit 3b - Amended and Restated Bylaws (incorporated by reference to
Exhibit 3b to Form 10-K for the year ended December 31, 1996)
Exhibit 11 - Statement re: Computation of Basic and Diluted Earnings
Per Share
Exhibit 27 - Financial Data Schedule (for SEC use only)
(b) There were no reports filed on Form 8-K during the quarter ended
June 30, 1998.
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.
/S/ WILLIAM A. ZIMMER
____________________________________
Date: August 12, 1998 William A. Zimmer, Vice President,
Chief Financial Officer and Treasurer
(duly authorized officer, principal
financial officer and principal
accounting officer)
<TABLE>
<CAPTION>
Exhibit 11 - Statement Re: Computation of Basic and Diluted
Earnings Per Share (Unaudited)
<S> <C> <C> <C> <C>
Three Months Ended June 30, Six Months Ended June 30,
1998 1997 1998 1997
BASIC EARNINGS PER SHARE
Net Income $ 4,802 $ 3,981 $10,959 9,205
======= ======= ======= ======
Weighted average shares
outstanding 13,351 13,005 $13,373 12,995
======= ======= ======= =======
Basic earnings per share $ .36 $ .31 $ .82 $ .71
======== ======= ======= =======
DILUTED EARNINGS PER SHARE
Weighted average number of
shares outstanding 13,351 13,005 13,373 12,995
Net effect of dilutive
stock options, based on
the treasury stock
method 19 20 18 18
________ _______ ______ ________
Total diluted shares used
in computation 13,370 13,025 13,391 13,013
======= ======= ======= =======
Diluted earnings per
share $ .36 $ .31 $ .82 $ .71
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
financial statements of Poe & Brown, Inc. for the six months ended June 30,
1998, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 27,722
<SECURITIES> 9,895
<RECEIVABLES> 66,610
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 105,463
<PP&E> 30,968
<DEPRECIATION> (18,118)
<TOTAL-ASSETS> 202,559
<CURRENT-LIABILITIES> 115,494
<BONDS> 0
0
0
<COMMON> 1,335
<OTHER-SE> 73,591
<TOTAL-LIABILITY-AND-EQUITY> 202,559
<SALES> 0
<TOTAL-REVENUES> 75,603
<CGS> 0
<TOTAL-COSTS> 57,489
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 117
<INCOME-PRETAX> 18,114
<INCOME-TAX> 7,155
<INCOME-CONTINUING> 10,959
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,959
<EPS-PRIMARY> .82
<EPS-DILUTED> .82
</TABLE>
