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Business Combinations
6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Business Combinations
3.
Business Combinations
During the
six-month
period ended June 30, 2019, we acquired substantially all of the net assets of the following firms in exchange for our common stock and/or cash. These acquisitions have been accounted for using the acquisition method for recording business combinations (in millions, except share data):
Name and Effective
Date of Acquisition
 
Common
Shares
Issued
   
Common
Share
Value
   
Cash Paid
   
Accrued
Liability
   
Escrow
Deposited
   
Recorded
Earnout
Payable
   
Total
Recorded
Purchase
Price
   
Maximum
Potential
Earnout
Payable
 
 
(000s)
   
   
   
   
   
   
   
 
Inversion Holding Company, LLC (IHC) January 1, 2019
   
452
    $
35.9
    $
31.2
    $
  —  
    $
4.5
    $
20.9
    $
92.5
    $
35.0
 
Jones Brown Inc. (JBI) January 1, 2019
   
—  
     
—  
     
65.9
     
—  
     
8.7
     
—  
     
74.6
     
—  
 
Stackhouse Poland Group Limited (SPG) April 5, 2019
 
 
—  
 
 
 
—  
 
 
 
326.8
 
 
 
—  
 
 
 
4.8
 
 
 
—  
 
 
 
331.6
 
 
 
—  
 
RPA Insurance Services LLC (RPA) May 1, 2019
   
—  
     
—  
     
44.0
     
—  
     
3.9
     
16.9
     
64.8
     
22.0
 
JLT Aerospace (JLT) June 1, 2019
   
—  
     
—  
     
162.8
     
—  
     
—  
     
63.6
     
226.4
     
75.1
 
19 other acquisitions completed in 2019
   
71
     
5.3
     
118.9
     
0.2
     
8.4
     
30.8
     
163.6
     
79.7
 
                                                                 
   
523
    $
  41.2
    $
  749.6
    $
  0.2
    $
  30.3
    $
  132.2
    $
  953.5
    $
  211.8
 
                                                                 
Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the applicable acquisition or on the days when the shares are issued if purchase consideration is deferred. We record escrow deposits that are returned to us as a result of adjustments to net assets acquired as reductions of goodwill when the escrows are settled. The maximum potential earnout payables disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future operating results of the acquired entities over a
two-
to three-year period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. We will record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our consolidated statement of earnings when incurred.
The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. Revenue growth rates generally ranged from 3.0% to 20.0% for our 2019 acquisitions. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and these financial projections. We then discounted these payments to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entity to achieve the targets. The discount rates generally ranged from 7.5% to 8.2% for all of our 2019 acquisitions. Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations.
During the three-month periods ended June 
30
,
2019
and
2018
, we recognized $5.8 million and $4.9 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During the
six-month
periods ended June 
30
,
2019
and
2018
, we recognized $11.4 million and $10.0 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. In addition, during the three-month periods ended June 
30
,
2019
and
2018
, we recognized $2.4 million and $10.9 million of income, respectively, related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised projections of future performance for 46 and 49 acquisitions, respectively. In addition, during the
six-month
periods ended June 
30
,
2019
and
2018
, we recognized $5.1 million and $8.6 million of income, respectively, related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised projections of future performance for 68 and 76 acquisitions, respectively. The aggregate amount of maximum earnout obligations related to acquisitions was $732.6 million as of June 
30
,
2019
, of which $393.4 million was recorded in the consolidated balance sheet as of June 
30
,
2019
, based on the estimated fair value of the expected future payments to be made. 
The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in the
six-month
period ended June 30, 2019 (in millions):
 
IHC
   
JBI
   
SPG
   
RPA
   
JLT
   
19 Other
Acquisitions
   
Total
 
Cash
  $
—  
    $
2.7
    $
13.6
    $
—  
    $
—  
    $
2.0
    $
18.3
 
Other current assets
   
3.8
     
22.2
     
35.9
     
10.6
     
6.3
     
16.4
     
95.2
 
Fixed assets
   
0.3
     
1.1
     
3.1
     
0.2
     
—  
     
0.5
     
5.2
 
Noncurrent assets
   
0.5
     
2.9
     
9.9
     
0.7
     
2.9
     
4.5
     
21.4
 
Goodwill
   
41.8
     
51.2
     
302.6
     
34.5
     
106.2
     
68.0
     
604.3
 
Expiration lists
   
50.6
     
22.7
     
56.8
     
32.6
     
118.8
     
93.1
     
374.6
 
Non-compete
agreements
   
1.1
     
0.8
     
11.4
     
0.1
     
2.4
     
0.7
     
16.5
 
Trade names
   
—  
     
—  
     
—  
     
—  
     
2.3
     
—  
     
2.3
 
                                                         
Total assets acquired
   
98.1
     
103.6
     
433.3
     
78.7
     
238.9
     
185.2
     
1,137.8
 
                                                         
                                                         
Current liabilities
   
5.1
     
20.4
     
78.5
     
13.2
     
12.5
     
14.1
     
143.8
 
                                                         
                                                         
                                                         
Noncurrent liabilities
 
 
0.5
 
 
 
8.6
 
 
 
23.2
 
 
 
0.7
 
 
 
—  
 
 
 
7.5
 
 
 
40.5
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities assumed
   
5.6
     
29.0
     
101.7
     
13.9
     
12.5
     
21.6
     
184.3
 
 
                                                       
 
                                                       
Total net assets acquired
  $
  92.5
    $
74.6
    $
  331.6
    $
  64.8
    $
  226.4
    $
  163.6
    $
953.5
 
                                                         
Among other things, these acquisitions allow us to expand into desirable geographic locations, further extend our presence in the retail and wholesale insurance brokerage services and increase the volume of general services currently provided. The excess of the purchase price over the estimated fair value of the tangible net assets acquired at the acquisition date was allocated to goodwill, expiration lists,
non-compete
agreements and trade names in the amounts of $604.3 million, $374.6 million, $16.5 million and $2.3 million, respectively, within the brokerage segment.
Provisional estimates of fair value are established at the time of each acquisition and are subsequently reviewed within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. The fair value of the tangible assets and liabilities for each applicable acquisition at the acquisition date approximated their carrying values. The fair value of expiration lists was established using the excess earnings method, which is an income approach based on estimated financial projections developed by management for each acquired entity using market participant assumptions. Revenue growth and attrition rates generally ranged from 2.5% to 3.0% and 5.0% to 6.5%, respectively, for our 2018 and 2019 acquisitions for which valuations were performed in 2019. We estimate the fair value as the present value of the benefits anticipated from ownership of the subject customer list in excess of returns required on the investment in contributory assets necessary to realize those benefits. The rate used to discount the net benefits was based on a risk-adjusted rate that takes into consideration market-based rates of return and reflects the risk of the asset relative to the acquired business. These discount rates generally ranged from 12.0% to 12.5% for our 2018 and 2019 acquisitions for which valuations were performed in 2019. The fair value of
non-compete
agreements was established using the profit differential method, which is an income approach based on estimated financial projections developed by management for the acquired company using market participant assumptions and various
non-compete
scenarios.
Expiration lists,
non-compete
agreements and trade names related to our acquisitions are amortized using the straight-line method over their estimated useful lives (
two
to
fifteen years
for expiration lists,
three
to
five years
for
non-compete
agreements and
two
to
fifteen years
for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We review all of our intangible assets for impairment periodically (at least annually) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing intangible assets, if the fair value were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense.
Of the $374.6 million of expiration lists, $16.5 million of
non-compete
agreements and $2.3 million of trade names related to our acquisitions made during the
six-month
period ended June 30, 2019, $95.7 million, $12.3 million and zero, respectively, is not expected to be deductible for income tax purposes. Accordingly, we recorded a deferred tax liability of $21.2 million, and a corresponding amount of goodwill, in the
six-month
period ended June 30, 2019, related to the nondeductible amortizable intangible assets.
Our consolidated financial statements for the
six-month
period ended June 30, 2019 include the operations of the entities acquired in the
six-month
period ended June 30, 2019 from their respective acquisition dates.
The following is a summary of the unaudited pro forma historical results, as if these entities had been acquired at January 
1
,
2018
(in millions, except per share data):
 
 
Three-month
 period ended
June 30,
   
Six-month
period ended
June 30,
 
 
2019
   
2018
   
2019
   
2018
 
Total revenues
  $
  1,672.1
    $
  1,717.3
    $
  3,696.3
    $
  3,602.5
 
Net earnings attributable to controlling interests
   
109.1
     
117.0
     
435.8
     
386.4
 
Basic net earnings per share
   
0.59
     
0.64
     
2.35
     
2.12
 
Diluted net earnings per share
   
0.57
     
0.63
     
2.30
     
2.08
 
The unaudited pro forma results above have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had these acquisitions occurred at January 1, 2018, nor are they necessarily indicative of future operating results. Annualized revenues of entities acquired during the
six-month
period ended June 30, 2019 totaled approximately $265.7 million. For the
six-month
period ended June 30, 2019, total revenues and net earnings recorded in our unaudited consolidated statement of earnings related to our acquisitions made during the
six-month
period ended June 30, 2019 in the aggregate, were $61.9 million and $2.5 million, respectively.