XML 50 R29.htm IDEA: XBRL DOCUMENT
v2.4.1.9

Business Combinations (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2014
2014 Acquisitions [Member] |
Acquisitions Accounted for Business Combinations | The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and adjustment made during the measurement period for prior year acquisitions:
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Name |  | Business Segment |  |  | 2014 Date of Acquisition |  |  | Cash Paid |  |  | Other Payable |  |  | Recorded Earn-out Payable |  |  | Net Assets Acquired |  |  | Maximum Potential Earn-out Payable |
The Wright Insurance Group, LLC |  |  | National Programs |  |  |  | May 1 |  |  | $ | 609,183 |  |  | $ | 1,471 |  |  | $ | — |  |  | $ | 610,654 |  |  | $ | — |
Pacific Resources Benefits Advisors, LLC (“PacRes”) |  |  | Retail |  |  |  | May 1 |  |  |  | 90,000 |  |  |  | — |  |  |  | 27,452 |  |  |  | 117,452 |  |  |  | 35,000 |
Axia Strategies, Inc (“Axia”) |  |  | Wholesale Brokerage |  |  |  | May 1 |  |  |  | 9,870 |  |  |  | — |  |  |  | 1,824 |  |  |  | 11,694 |  |  |  | 5,200 |
Other |  |  | Various |  |  |  | Various |  |  |  | 12,798 |  |  |  | 433 |  |  |  | 3,953 |  |  |  | 17,184 |  |  |  | 9,262 |
Total |  |  |  |  |  |  |  |  |  | $ | 721,851 |  |  | $ | 1,904 |  |  | $ | 33,229 |  |  | $ | 756,984 |  |  | $ | 49,462 |
Estimated Fair Values of Aggregate Assets and Liabilities Acquired | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:
(in thousands) |  | Wright |  |  | PacRes |  |  | Axia |  |  | Other |  |  | Total |
Cash |  | $ | 25,365 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 25,365 |
Other current assets |  |  | 16,474 |  |  |  | 3,647 |  |  |  | 101 |  |  |  | 742 |  |  |  | 20,964 |
Fixed assets |  |  | 7,172 |  |  |  | 53 |  |  |  | 24 |  |  |  | 1,724 |  |  |  | 8,973 |
Reinsurance recoverable |  |  | 25,238 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 25,238 |
Prepaid reinsurance premiums |  |  | 289,013 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 289,013 |
Goodwill |  |  | 420,209 |  |  |  | 76,023 |  |  |  | 7,276 |  |  |  | 10,417 |  |  |  | 513,925 |
Purchased customer accounts |  |  | 213,677 |  |  |  | 38,111 |  |  |  | 4,252 |  |  |  | 4,384 |  |  |  | 260,424 |
Non-compete agreements |  |  | 966 |  |  |  | 21 |  |  |  | 41 |  |  |  | 166 |  |  |  | 1,194 |
Other assets |  |  | 20,045 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 20,045 |
Total assets acquired |  |  | 1,018,159 |  |  |  | 117,855 |  |  |  | 11,694 |  |  |  | 17,433 |  |  |  | 1,165,141 |
Other current liabilities |  |  | (14,322 | ) |  |  | (403 | ) |  |  | — |  |  |  | (249 | ) |  |  | (14,974 | )
Losses and loss adjustment reserve |  |  | (25,238 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (25,238 | )
Unearned premiums |  |  | (289,013 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (289,013 | )
Deferred income taxes, net |  |  | (46,566 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (46,566 | )
Other liabilities |  |  | (32,366 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (32,366 | )
Total liabilities assumed |  |  | (407,505 | ) |  |  | (403 | ) |  |  | — |  |  |  | (249 | ) |  |  | (408,157 | )
Net assets acquired |  | $ | 610,654 |  |  | $ | 117,452 |  |  | $ | 11,694 |  |  | $ | 17,184 |  |  | $ | 756,984 |
Results of Operations | 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.
(UNAUDITED) |  | For the Year Ended December 31, |
(in thousands, except per share data) |  | 2014 |  |  | 2013 |
Total revenues |  | $ | 1,630,162 |  |  | $ | 1,520,858 |
Income before income taxes |  | $ | 358,229 |  |  | $ | 409,522 |
Net income |  | $ | 218,150 |  |  | $ | 248,628 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 1.51 |  |  | $ | 1.72 |
Diluted |  | $ | 1.49 |  |  | $ | 1.70 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 140,944 |  |  |  | 141,033 |
Diluted |  |  | 142,891 |  |  |  | 142,624 |
2013 Acquisitions [Member] |
Acquisitions Accounted for Business Combinations | The following table summarizes the aggregate purchase price allocation made as of the date of each acquisition for current year acquisitions and adjustment made during the measurement period for prior year acquisitions:
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Name |  | Business Segment |  |  | 2013 Date of Acquisition |  |  | Cash Paid |  |  | Other Payable |  |  | Recorded Earn-out Payable |  |  | Net Assets Acquired |  |  | Maximum Potential Earn-out Payable |
The Rollins Agency, Inc. |  |  | Retail |  |  |  | June 1 |  |  | $ | 13,792 |  |  | $ | 50 |  |  | $ | 2,321 |  |  | $ | 16,163 |  |  | $ | 4,300 |
Beecher Carlson Holdings, Inc. |  |  | Retail; National Programs |  |  |  | July 1 |  |  |  | 364,256 |  |  |  | — |  |  |  | — |  |  |  | 364,256 |  |  |  | — |
ICA, Inc. |  |  | Services |  |  |  | December 31 |  |  |  | 19,770 |  |  |  | — |  |  |  | 727 |  |  |  | 20,497 |  |  |  | 5,000 |
Other |  |  | Various |  |  |  | Various |  |  |  | 10,254 |  |  |  | 502 |  |  |  | 2,043 |  |  |  | 12,799 |  |  |  | 7,468 |
Total |  |  |  |  |  |  |  |  |  | $ | 408,072 |  |  | $ | 552 |  |  | $ | 5,091 |  |  | $ | 413,715 |  |  | $ | 16,768 |
Estimated Fair Values of Aggregate Assets and Liabilities Acquired | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:
(in thousands) |  | Rollins |  |  | Beecher |  |  | ICA |  |  | Other |  |  | Total |
Cash |  | $ | — |  |  | $ | 40,360 |  |  | $ | — |  |  | $ | — |  |  | $ | 40,360 |
Other current assets |  |  | 393 |  |  |  | 57,632 |  |  |  | — |  |  |  | 1,573 |  |  |  | 59,598 |
Fixed assets |  |  | 30 |  |  |  | 1,786 |  |  |  | 75 |  |  |  | 24 |  |  |  | 1,915 |
Goodwill |  |  | 12,697 |  |  |  | 265,174 |  |  |  | 12,377 |  |  |  | 5,696 |  |  |  | 295,944 |
Purchased customer accounts |  |  | 3,878 |  |  |  | 101,565 |  |  |  | 7,917 |  |  |  | 5,623 |  |  |  | 118,983 |
Non-compete agreements |  |  | 31 |  |  |  | 2,758 |  |  |  | 21 |  |  |  | 76 |  |  |  | 2,886 |
Other assets |  |  | — |  |  |  | — |  |  |  | 107 |  |  |  | 1 |  |  |  | 108 |
Total assets acquired |  |  | 17,029 |  |  |  | 469,275 |  |  |  | 20,497 |  |  |  | 12,993 |  |  |  | 519,794 |
Other current liabilities |  |  | (866 | ) |  |  | (80,090 | ) |  |  | — |  |  |  | (194 | ) |  |  | (81,150 | )
Deferred income taxes, net |  |  | — |  |  |  | (22,764 | ) |  |  | — |  |  |  | — |  |  |  | (22,764 | )
Other liabilities |  |  | — |  |  |  | (2,165 | ) |  |  | — |  |  |  | — |  |  |  | (2,165 | )
Total liabilities assumed |  |  | (866 | ) |  |  | (105,019 | ) |  |  | — |  |  |  | (194 | ) |  |  | (106,079 | )
Net assets acquired |  | $ | 16,163 |  |  | $ | 364,256 |  |  | $ | 20,497 |  |  | $ | 12,799 |  |  | $ | 413,715 |
Results of Operations | 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.
(UNAUDITED) |  | For the Year Ended December 31, |
(in thousands, except per share data) |  | 2013 |  |  | 2012 |
Total revenues |  | $ | 1,439,918 |  |  | $ | 1,329,262 |
Income before income taxes |  | $ | 373,175 |  |  | $ | 329,291 |
Net income |  | $ | 226,562 |  |  | $ | 198,826 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 1.57 |  |  | $ | 1.39 |
Diluted |  | $ | 1.55 |  |  | $ | 1.36 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 141,033 |  |  |  | 139,634 |
Diluted |  |  | 142,624 |  |  |  | 142,010 |
2012 Acquisitions [Member] |
Acquisitions Accounted for Business Combinations | The acquisitions made in 2012 have been accounted for as business combinations and are as follows:
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Name |  | Business Segment |  |  | 2012 Date of Acquisition |  |  | Cash Paid |  |  | Note Payable |  |  | Other Payable |  |  | Recorded Earn-out Payable |  |  | Net Assets Acquired |  |  | Maximum Potential Earn-out Payable |
Arrowhead General Insurance Agency Superholding Corporation |  |  | National Programs; Services |  |  |  | January 9 |  |  | $ | 396,952 |  |  | $ | — |  |  | $ | 22,061 |  |  | $ | 3,290 |  |  | $ | 422,303 |  |  | $ | 5,000 |
Insurcorp & GGM Investments LLC (d/b/a Maalouf Benefit Resources) |  |  | Retail |  |  |  | May 1 |  |  |  | 15,500 |  |  |  | — |  |  |  | 900 |  |  |  | 4,944 |  |  |  | 21,344 |  |  |  | 17,000 |
Richard W. Endlar Insurance Agency, Inc. |  |  | Retail |  |  |  | May 1 |  |  |  | 10,825 |  |  |  | — |  |  |  | — |  |  |  | 2,598 |  |  |  | 13,423 |  |  |  | 5,500 |
Texas Security General Insurance Agency, Inc. |  |  | Wholesale Brokerage |  |  |  | September 1 |  |  |  | 14,506 |  |  |  | — |  |  |  | 2,182 |  |  |  | 2,124 |  |  |  | 18,812 |  |  |  | 7,200 |
Behnke & Associates, Inc. |  |  | Retail |  |  |  | December 1 |  |  |  | 9,213 |  |  |  | — |  |  |  | — |  |  |  | 1,126 |  |  |  | 10,339 |  |  |  | 3,321 |
Rowlands & Barranca Agency, Inc. |  |  | Retail |  |  |  | December 1 |  |  |  | 8,745 |  |  |  | — |  |  |  | — |  |  |  | 2,401 |  |  |  | 11,146 |  |  |  | 4,000 |
Other |  |  | Various |  |  |  | Various |  |  |  | 28,192 |  |  |  | 59 |  |  |  | 296 |  |  |  | 4,996 |  |  |  | 33,543 |  |  |  | 14,149 |
Total |  |  |  |  |  |  |  |  |  | $ | 483,933 |  |  | $ | 59 |  |  | $ | 25,439 |  |  | $ | 21,479 |  |  | $ | 530,910 |  |  | $ | 56,170 |
Estimated Fair Values of Aggregate Assets and Liabilities Acquired | The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:
(in thousands) |  | Arrowhead |  |  | Insurcorp |  |  | Endlar |  |  | Texas Security |  |  | Behnke |  |  | Rowlands |  |  | Other |  |  | Total |
Cash |  | $ | 61,786 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 61,786 |
Other current assets |  |  | 69,051 |  |  |  | 180 |  |  |  | 305 |  |  |  | 1,866 |  |  |  | — |  |  |  | — |  |  |  | 422 |  |  |  | 71,824 |
Fixed assets |  |  | 4,629 |  |  |  | 25 |  |  |  | 25 |  |  |  | 45 |  |  |  | 25 |  |  |  | 30 |  |  |  | 158 |  |  |  | 4,937 |
Goodwill |  |  | 321,128 |  |  |  | 14,745 |  |  |  | 8,044 |  |  |  | 10,845 |  |  |  | 6,430 |  |  |  | 8,363 |  |  |  | 21,085 |  |  |  | 390,640 |
Purchased customer accounts |  |  | 99,675 |  |  |  | 6,490 |  |  |  | 5,230 |  |  |  | 6,229 |  |  |  | 3,843 |  |  |  | 3,367 |  |  |  | 13,112 |  |  |  | 137,946 |
Non-compete agreements |  |  | 100 |  |  |  | 22 |  |  |  | 11 |  |  |  | 14 |  |  |  | 41 |  |  |  | 21 |  |  |  | 243 |  |  |  | 452 |
Other assets |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1 |
Total assets acquired |  |  | 556,370 |  |  |  | 21,462 |  |  |  | 13,615 |  |  |  | 18,999 |  |  |  | 10,339 |  |  |  | 11,781 |  |  |  | 35,020 |  |  |  | 667,586 |
Other current liabilities |  |  | (107,579 | ) |  |  | (118 | ) |  |  | (192 | ) |  |  | (187 | ) |  |  | — |  |  |  | (635 | ) |  |  | (1,477 | ) |  |  | (110,188 | )
Deferred income taxes, net |  |  | (26,488 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (26,488 | )
Total liabilities assumed |  |  | (134,067 | ) |  |  | (118 | ) |  |  | (192 | ) |  |  | (187 | ) |  |  | — |  |  |  | (635 | ) |  |  | (1,477 | ) |  |  | (136,676 | )
Net assets acquired |  | $ | 422,303 |  |  | $ | 21,344 |  |  | $ | 13,423 |  |  | $ | 18,812 |  |  | $ | 10,339 |  |  | $ | 11,146 |  |  | $ | 33,543 |  |  | $ | 530,910 |
Results of Operations | 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.
(UNAUDITED) |  | For the Year Ended December 31, |
(in thousands, except per share data) |  | 2012 |  |  | 2011 |
Total revenues |  | $ | 1,230,408 |  |  | $ | 1,163,341 |
Income before income taxes |  | $ | 315,051 |  |  | $ | 313,706 |
Net income |  | $ | 190,228 |  |  | $ | 190,174 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 1.33 |  |  | $ | 1.33 |
Diluted |  | $ | 1.30 |  |  | $ | 1.31 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 139,364 |  |  |  | 138,582 |
Diluted |  |  | 142,010 |  |  |  | 140,264 |
Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables | The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, were as follows:
|  | For the Year Ended December 31, |
(in thousands) |  | 2014 |  |  | 2013 |  |  | 2012 |
Balance as of the beginning of the period |  | $ | 43,058 |  |  | $ | 52,987 |  |  | $ | 47,715 |
Additions to estimated acquisition earn-out payables |  |  | 34,356 |  |  |  | 5,816 |  |  |  | 21,479 |
Payments for estimated acquisition earn-out payables |  |  | (12,069 | ) |  |  | (18,278 | ) |  |  | (17,625 | )
Subtotal |  |  | 65,345 |  |  |  | 40,525 |  |  |  | 51,569 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables |  |  | 7,375 |  |  |  | 570 |  |  |  | (1,051 | )
Interest expense accretion |  |  | 2,563 |  |  |  | 1,963 |  |  |  | 2,469 |
Net change in earnings from estimated acquisition earn-out payables |  |  | 9,938 |  |  |  | 2,533 |  |  |  | 1,418 |
Balance as of December 31 |  | $ | 75,283 |  |  | $ | 43,058 |  |  | $ | 52,987 |

X
- Definition Schedule Of Business Acquisition Estimated Earn-Out Payables. + References No definition available. + Details
Name: | bro_ScheduleOfBusinessAcquisitionEstimatedEarnOutPayablesTableTextBlock
Namespace Prefix: | bro_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of all of the fair values of the purchase price and assets and liabilities acquired in a business combination. + References No definition available. + Details
Name: | bro_ScheduleOfPurchasePriceAllocationOneTableTextBlock
Namespace Prefix: | bro_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsAxis=bro_AcquisitionsTwoThousandTwelveMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsAxis=bro_TwoThousandFourteenAcquisitionsMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsAxis=bro_TwoThousandThirteenAcquisitionsMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |