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Business Combinations | 9 Months Ended
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Sep. 30, 2021
Business Combinations [Abstract] |
Business Combinations | 3. Business Combinations During the nine-month period ended September 30, 2021, 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):
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Total |  |  | Maximum |
|  | Common |  |  | Common |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Recorded |  |  | Recorded |  |  | Potential |
Name and Effective |  | Shares |  |  | Share |  |  |  |  |  |  | Accrued |  |  | Escrow |  |  | Earnout |  |  | Purchase |  |  | Earnout |
Date of Acquisition |  | Issued |  |  | Value |  |  | Cash Paid |  |  | Liability |  |  | Deposited |  |  | Payable |  |  | Price |  |  | Payable |
|  | (000s) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Atlas General Holdings, LLC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
January 1, 2021 (AGH) |  |  | — |  |  | $ | — |  |  | $ | 95.2 |  |  | $ | — |  |  | $ | 5.4 |  |  | $ | 8.7 |  |  | $ | 109.3 |  |  | $ | 35.0 |
Bollington Wilson Group |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
February 5, 2021 (BWG) |  |  | — |  |  |  | — |  |  |  | 328.0 |  |  |  | — |  |  |  | 1.4 |  |  |  | — |  |  |  | 329.4 |  |  |  | — |
LDJ American Online Benefits Group, LLC May 1, 2021 (LDJ) |  |  | — |  |  |  | — |  |  |  | 38.2 |  |  |  | — |  |  |  | 7.1 |  |  |  | 14.8 |  |  |  | 60.1 |  |  |  | 20.0 |
Sixteen other acquisitions completed in 2021 |  |  | 337.0 |  |  |  | 44.4 |  |  |  | 157.3 |  |  |  | 13.1 |  |  |  | 18.9 |  |  |  | 34.1 |  |  |  | 267.8 |  |  |  | 70.2 |
|  |  | 337.0 |  |  | $ | 44.4 |  |  | $ | 618.7 |  |  | $ | 13.1 |  |  | $ | 32.8 |  |  | $ | 57.6 |  |  | $ | 766.6 |  |  | $ | 125.2 |
On August 13, 2021, we announced an agreement to acquire the Willis Towers Watson plc treaty reinsurance brokerage operations for an initial gross consideration of $3.25 billion, and potential additional consideration of $750 million subject to certain third-year revenue targets. We intend to finance the transaction using cash on hand, including the $1.4 billion of net cash raised via the May 17, 2021 follow‑on common stock offering and the $850 million of net cash borrowed via the May 20, 2021 30-year senior note issuance, short-term borrowings and/or capital market transactions. On May 20, 2021, we closed and funded an offering of $1,500.0 million of unsecured senior notes in two tranches. The $650.0 million aggregate principal amount of 2.50% Senior Notes were due 2031 (which we refer to as the 2031 Notes) and the $850.0 million aggregate principal amount of 3.50% Senior Notes are due 2051 (which we refer to as the 2051 Notes). The weighted average interest rate was 3.31% per annum after giving effect to underwriting costs and the net hedge loss. Prior to the termination of our agreement to acquire certain Willis Towers Watson plc brokerage operations, our intent was to use the net proceeds of this offering to fund this transaction. In conjunction with the termination of this agreement, on July 29, 2021, we exercised the special option redemption feature for the 2031 Senior Notes. These notes were redeemed on August 13, 2021 which resulted in a loss on extinguishment of debt of $16.2 million (which is described in further detail in Note 7 below). We now expect to use the net proceeds of this offering related to the 2051 Notes to fund a portion of the cash consideration payable in connection with the Willis Tower Watson plc treaty reinsurance transaction. On May 17, 2021, we closed on a follow-on public offering of our common stock whereby 10.3 million shares of our stock were issued for net proceeds, after underwriting discounts and other expenses related to this offering, of $1,437.9 million. Prior to the termination of our agreement to acquire certain Willis Towers Watson plc brokerage operations, our intent was to use the net proceeds of the offering to fund this acquisition. We now intend to use the net proceeds of the offering to fund the acquisition of the Willis Towers Watson plc treaty reinsurance brokerage operations. 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 2.5% to 15.0% for our 2021 acquisitions. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. 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 rate was 7.0% to 10.5% for all of our 2021 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 September 30, 2021 and 2020, we recognized $8.2 million and $5.9 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 nine-month periods ended September 30, 2021 and 2020, we recognized $26.4 million and $24.3 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 September 30, 2021 and 2020, we recognized $26.0 million and $14.2 million of expense, respectively, related to net adjustment s in the estimated fair value of the liability for earnout obligation s in connection with revised projections of future performance for 44 and 55 acquisition s, respectively. In addition, during the nine-month periods ended September 30, 2021 and 2020, we recognized $36.6 million of expense and $77.4 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 80 and 126 acquisitions, respectively. The aggregate amount of maximum earnout obligations related to acquisitions was $1,026.1 million as of September 30, 2021, of which $578.7 million was recorded in the consolidated balance sheet as of September 30, 2021, based on the estimated fair value of the expected future payments to be made, of which approximately $560.5 million can be settled in cash or stock at our option and $18.2 million must be settled in cash. The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in the nine‑month period ended September 30, 2021 (in millions):
|  |  |  |  |  |  |  |  |  |  |  |  |  | Sixteen Other |  |  |  |  |
|  | AGH |  |  | BWG |  |  | LDJ |  |  | Acquisitions |  |  | Total |
Cash and restricted cash |  | $ | 32.8 |  |  | $ | 24.9 |  |  | $ | 0.7 |  |  | $ | 11.0 |  |  | $ | 69.4 |
Other current assets |  |  | 112.0 |  |  |  | 15.3 |  |  |  | 15.8 |  |  |  | 51.5 |  |  |  | 194.6 |
Fixed assets |  |  | 7.4 |  |  |  | 3.8 |  |  |  | — |  |  |  | 0.2 |  |  |  | 11.4 |
Noncurrent assets |  |  | 1.2 |  |  |  | 5.3 |  |  |  | 0.2 |  |  |  | 6.2 |  |  |  | 12.9 |
Goodwill |  |  | 45.9 |  |  |  | 257.1 |  |  |  | 25.7 |  |  |  | 124.8 |  |  |  | 453.5 |
Expiration lists |  |  | 39.7 |  |  |  | 81.6 |  |  |  | 25.4 |  |  |  | 133.2 |  |  |  | 279.9 |
Non-compete agreements |  |  | 0.3 |  |  |  | 1.2 |  |  |  | 0.2 |  |  |  | 2.1 |  |  |  | 3.8 |
Trade names |  |  | — |  |  |  | 3.4 |  |  |  | 0.2 |  |  |  | 1.1 |  |  |  | 4.7 |
Total assets acquired |  |  | 239.3 |  |  |  | 392.6 |  |  |  | 68.2 |  |  |  | 330.1 |  |  |  | 1,030.2 |
Current liabilities |  |  | 129.8 |  |  |  | 39.6 |  |  |  | 8.0 |  |  |  | 49.9 |  |  |  | 227.3 |
Noncurrent liabilities |  |  | 0.2 |  |  |  | 23.6 |  |  |  | 0.1 |  |  |  | 12.4 |  |  |  | 36.3 |
Total liabilities assumed |  |  | 130.0 |  |  |  | 63.2 |  |  |  | 8.1 |  |  |  | 62.3 |  |  |  | 263.6 |
Total net assets acquired |  | $ | 109.3 |  |  | $ | 329.4 |  |  | $ | 60.1 |  |  | $ | 267.8 |  |  | $ | 766.6 |
Among other things, these acquisitions allow us to expand into desirable geographic locations, further extend our presence in the retail and wholesale insurance and reinsurance brokerage markets and in third party claims administration 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 $453.5 million, $279.9 million, $3.8 million and $4.7 million, respectively, within the brokerage and risk management segments. 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 3.0% to 4.8% and 4.3% to 16.1%, respectively, for our 2020 and 2021 acquisitions for which valuations were performed in 2021. We estimate the fair value as the present value of the benefits anticipated from ownership of the subject expiration 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 9.0% to 17.0% for our 2020 and 2021 acquisitions for which valuations were performed in 2021. 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, two to six 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 identifiable 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 identifiable intangible assets, if the undiscounted future cash flows 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. We had no impairment of amortizable assets related to the brokerage and risk management segments during the three-month period ended September 30, 2021. Based on the results of impairment reviews during the three-month period ended September 30, 2020, we wrote off $3.7 million of amortizable assets related to the brokerage and risk management segments. Based on the results of impairment reviews during the nine-month periods ended September 30, 2021 and 2020, we wrote off $13.1 million and $49.7 million, respectively, of amortizable assets related to the brokerage and risk management segments. Of the $279.9 million of expiration lists, $3.8 million of non-compete agreements and $4.7 million of trade names related to our a cquisitions made during the nine-month period ended September 30, 2021, $118.0 million, $1.6 million and $3.5 million, respectively, is not expected to be deductible for income tax purposes. Accordingly, we recorded a deferred tax liability of $20.2 million, and a corresponding amount of goodwill, in the nine-month period ended September 30, 2021, related to the nondeductible amortizable intangible assets. Our consolidated financial statements for the nine-month period ended September 30, 2021 include the operations of the entities acquired in the nine-month period ended September 30, 2021 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, 2020 (in millions, except per share data):
| Three-month period ended |  |  | Nine-month period ended |
| September 30, |  |  | September 30, |
| 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Total revenues | $ | 2,140.7 |  |  | $ | 1,899.6 |  |  | $ | 6,278.4 |  |  | $ | 5,435.7 |
Net earnings attributable to controlling interests |  | 225.0 |  |  |  | 181.6 |  |  |  | 801.9 |  |  |  | 685.9 |
Basic net earnings per share |  | 1.09 |  |  |  | 0.94 |  |  |  | 3.99 |  |  |  | 3.60 |
Diluted net earnings per share |  | 1.06 |  |  |  | 0.92 |  |  |  | 3.90 |  |  |  | 3.52 |
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, 2020, nor are they necessarily indicative of future operating results. Annualized revenues of entities acquired during the nine-month period ended September 30, 2021 totaled approximately $189.9 million. For the nine-month period ended September 30, 2021, total revenues and net loss recorded in our unaudited consolidated statement of earnings related to our acquisitions made during the nine-month period ended September 30, 2021, in the aggregate, were $95.8 million and $3.3 million, respectively.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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