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Subsequent Event | 6 Months Ended
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Jun. 30, 2013
Subsequent Events [Abstract] |
Subsequent Event | NOTE 11· Subsequent Event On July 1, 2013, Brown & Brown acquired Beecher Carlson Holdings, Inc. (“Beecher”), an insurance and risk management broker with operations that include retail brokerage, program management and captive management, pursuant to a merger agreement, dated May 21, 2013, among the Company, Brown & Brown Merger Co., a wholly-owned subsidiary of the Company, Beecher, and BC Sellers’ Representative LLC, solely in its capacity as the representative of Beecher’s shareholders. The aggregate purchase price for Beecher was $454,475,000, including $364,644,000 of cash payments and the assumption of $89,831,000 of liabilities. Beecher was acquired primarily to expand Brown & Brown’s Retail and National Programs businesses, and to attract and hire high-quality individuals. The Beecher acquisition will be accounted for as business combination as follows:
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Name |  | 2013 Date of Acquisition |  |  | Cash Paid |  |  | Recorded Earn-out Payable |  |  | Net Assets Acquired |  |  | Maximum Potential Earn-out Payable |
Beecher |  |  | July 1 |  |  | $ | 364,644 |  |  | $ | — |  |  | $ | 364,644 |  |  | $ | — |
The following table summarizes the preliminary estimated fair values of Beecher’s aggregate assets and liabilities acquired:
(in thousands) |  | Beecher |
Cash |  | $ | 40,361 |
Other current assets |  |  | 44,433 |
Fixed assets |  |  | 1,786 |
Goodwill |  |  | 264,972 |
Purchased customer accounts |  |  | 99,017 |
Non-compete agreements |  |  | 2,913 |
Other assets |  |  | 933 |
Total assets acquired |  |  | 454,475 |
Other current liabilities |  |  | (72,949 | )
Deferred income taxes, net |  |  | (14,288 | )
Other liabilities |  |  | (2,594 | )
Total liabilities assumed |  |  | (89,831 | )
Net assets acquired |  | $ | 364,644 |
The weighted average useful lives for the above acquired amortizable intangible assets are as follows: purchased customer accounts are 15.0 years, and non-compete agreements are 5.0 years. If the Beecher acquisition had occurred as of January 1, 2013, the Company’s estimated 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 Beecher acquisition actually been made as of January 1, 2013.
(UNAUDITED) |  | For the three months ended June 30, 2013 |  |  | For the six months ended June 30, 2013 |
(in thousands, except per share data) |  |  |  |  |  |
Total revenues |  | $ | 354,873 |  |  | $ | 718,966 |
Income before income taxes |  | $ | 90,152 |  |  | $ | 193,575 |
Net income |  | $ | 54,382 |  |  | $ | 116,887 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 0.38 |  |  | $ | 0.81 |
Diluted |  | $ | 0.37 |  |  | $ | 0.80 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 140,836 |  |  |  | 140,816 |
Diluted |  |  | 143,021 |  |  |  | 142,938 |
On July 1, 2013, in conjunction with the Beecher acquisition, the Company entered into: (1) a revolving loan agreement (the “Wells Fargo Agreement”) with Wells Fargo Bank, N.A. (“Wells Fargo”) that provides for a $50.0 million revolving line of credit (the “Wells Fargo Revolver”) and (2) a term loan agreement (the “Bank of America Agreement”) with Bank of America, N.A. (“Bank of America”) that provides for a $30.0 million term loan (the “Bank of America Term Loan”). The Wells Fargo Revolver was drawn down in the amount of $30.0 million and the Bank of America Term Loan was funded in the amount of $30.0 million, each on July 1, 2013, and these facilities provided the financing for the acquisition. The maturity date for the Wells Fargo Revolver is December 31, 2016, at which time all outstanding principal and unpaid interest will be due. The Wells Fargo Revolver may be increased by up to $50.0 million (bringing the total available to $100.0 million). The calculation of interest and fees for the Wells Fargo Agreement is generally based on the Company’s funded debt-to-EBITDA ratio. Interest is charged at a rate equal to 1.00% to 1.40% above LIBOR or 1.00% below the Base Rate, each as more fully described in the Wells Fargo Agreement. Fees include an up-front fee, an availability fee of 0.175% to 0.25%, and a letter of credit margin fee of 1.00% to 1.40%. The obligations under the Wells Fargo Revolver are unsecured and the Wells Fargo Agreement includes various covenants, limitations and events of default that are customary for similar facilities for similar borrowers. The maturity date for the Bank of America Term Loan is December 31, 2016, at which time all outstanding principal and unpaid interest will be due. The calculation of interest for the Bank of America Agreement is generally based on the Company’s fixed charge coverage ratio. Interest is charged at a rate equal to the Alternative Base Rate or 1.00% to 1.40% above the Adjusted LIBOR Rate, each as more fully described in the Bank of America Agreement. Fees include an up-front fee. Initially, until the Lender receives the Company’s September 30, 2013 quarter end financial statements, the applicable margin for Adjusted LIBOR Rate advances is 1.50%. The obligations under the Bank of America Term Loan are unsecured and the Bank of America Agreement includes various covenants, limitations and events of default that are customary for similar facilities for similar borrowers.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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