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Business Combinations | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Business Combinations | NOTE 2 Business Combinations Acquisitions in 2014 During the year ended December 31, 2014, Brown & Brown acquired the assets and assumed certain liabilities of nine insurance intermediaries, all of the stock of one insurance intermediary that owns an insurance carrier and several books of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by ASC Topic 805 — Business Combinations (“ASC 805”). All of these acquisitions were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the year ended December 31, 2014, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $26,000 relating to the assumption of certain liabilities. Cash paid for acquisitions were $721.9 million and $408.1 million in the year ended December 31, 2014 and 2013, respectively. We completed 10 acquisitions (excluding book of business purchases) in the year ended December 31, 2014, with the largest being Wright, which was effective May 1, 2014 and cash paid totaled $609.2 million. We completed 9 acquisitions (excluding book of business purchases) in the twelve-month period ended December 31, 2013, with the largest being Beecher Carlson Holdings, Inc. which was effective July 1, 2013 and cash paid totaled to $364.2 million. 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 |
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 |
The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; and non-compete agreements, 3.4 years. Goodwill of $513,925,000 was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $86,454,000, $420,037,000, $7,673,000 and ($239,000), respectively. Of the total goodwill of $513,925,000, $141,887,000 is currently deductible for income tax purposes and $338,809,000 is non-deductible. The remaining $33,229,000 relates to the recorded earn-out payables and will not be deductible until it is earned and paid. The results of operations for the acquisitions completed during 2014 have been combined with those of the Company since the acquisition date. The total revenues and loss before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2014, included in the Consolidated Statement of Income for the year ended December 31, 2014, were $112,247,000 and $(1,307,000), respectively. If the acquisitions had occurred as of the beginning of the respective periods, 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.
(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 |
Acquisitions in 2013 During 2013, Brown & Brown acquired the assets and assumed certain liabilities of eight insurance intermediaries, all of the stock of one insurance intermediary and a book of business (customer accounts). The aggregate purchase price of these acquisitions was $519,794,000, including $408,072,000 of cash payments, the issuance of $552,000 in other payables, the assumption of $106,079,000 of liabilities and $5,091,000 of recorded earn-out payables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core businesses and to attract high-quality personnel. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one-to three-year period within a minimum and maximum price range. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For 2013, several adjustments were made within the permitted measurement period that resulted in a reduction to the aggregate purchase price of the applicable acquisition of $504,000, including $18,000 of cash payments, an increase of $117,000 in other payables, the assumption of $82,000 of liabilities and the reduction of $721,000 in recorded earn-out payables. 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 |
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 |
The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; and non-compete agreements, 5.0 years. Goodwill of $295,944,000 was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $257,196,000, $27,091,000, ($812,000) and $12,469,000, respectively. Of the total goodwill of $295,944,000, $41,663,000 is currently deductible for income tax purposes and $249,190,000 is non-deductible. The remaining $5,091,000 relates to the recorded earn-out payables and will not be deductible until it is earned and paid. The results of operations for the acquisitions completed during 2013 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from the acquisitions completed through December 31, 2013, included in the Consolidated Statement of Income for the year ended December 31, 2013, were $63,797,000 and $872,000, respectively. If the acquisitions had occurred as of the beginning of the period, 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.
(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 |
Acquisitions in 2012 During 2012, Brown & Brown acquired the assets and assumed certain liabilities of 19 insurance intermediaries, all of the stock of one insurance intermediary and a book of business (customer accounts). The aggregate purchase price of these acquisitions was $667,586,000, including $483,933,000 of cash payments, the issuance of notes payable of $59,000, the issuance of $25,439,000 in other payables, the assumption of $136,676,000 of liabilities and $21,479,000 of recorded earn-out payables. The ‘other payables’ amount includes $22,061,000 that the Company is obligated to pay all shareholders of Arrowhead on a pro rata basis for certain pre-merger corporate tax refunds and certain estimated potential future income tax credits that were created by net operating loss carryforwards originating from transaction-related tax benefit items. All of these acquisitions were acquired primarily to expand Brown & Brown’s core businesses and to attract high-quality personnel. Acquisition purchase prices are typically based on a multiple of average annual operating profit earned over a one—to three-year period within a minimum and maximum price range. The recorded purchase price for all acquisitions consummated after January 1, 2009 included an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. 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 |
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 |
The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15.0 years; and non-compete agreements, 5.0 years. Goodwill of $390,640,000, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $57,856,000, $289,378,000, $11,656,000 and $31,750,000, respectively. Of the total goodwill of $390,640,000, $52,730,000 is currently deductible for income tax purposes and $316,431,000 is non-deductible. The remaining $21,479,000 relates to the recorded earn-out payables and will not be deductible until it is earned and paid. The results of operations for the acquisitions completed during 2012 have been combined with those of the Company since their respective acquisition dates. The total revenues and income before income taxes from the acquisitions completed through December 31, 2012, included in the Consolidated Statement of Income for the year ended December 31, 2012, were $129,472,000 and $898,000, respectively. If the acquisitions had occurred as of the beginning of the period, 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.
(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 |
For acquisitions consummated prior to January 1, 2009, additional consideration paid to sellers as a result of the purchase price earn-out provisions are recorded as adjustments to intangible assets when the contingencies are settled. The net additional consideration paid by the Company in 2014 as a result of those adjustments totaled $26,000, all of which was allocated to goodwill. Of the $26,000 net additional consideration paid, $26,000 was recorded in other payables. The net additional consideration paid by the Company in 2013 as a result of these adjustments totaled $873,000, all of which was allocated to goodwill. Of the $873,000 net additional consideration paid, $873,000 was issued in other payables. As of December 31, 2014, the maximum future contingency payments related to all acquisitions totaled $130,654,000, all of which relates to acquisitions consummated subsequent to January 1, 2009. ASC Topic 805—Business Combinations is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years. As of December 31, 2014, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820. 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 |
Of the $75,283,000 estimated acquisition earn-out payables as of December 31, 2014, $26,018,000 was recorded as accounts payable and $49,265,000 was recorded as an other non-current liability. Of the $43,058,000 estimated acquisition earn-out payables as of December 31, 2013, $6,312,000 was recorded as accounts payable and $36,746,000 was recorded as an other non-current liability. As of December 31, 2012, the estimated acquisition earn-out payables equaled $52,987,000, of which $10,164,000 was recorded as accounts payable and $42,823,000 was recorded as an other non-current liability.

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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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4934-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4926-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479 Reference 7: 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 8: 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 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=39739317&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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