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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 2015
Business Combinations [Abstract] |
Purchase price allocation for current year acquisitions and adjustments made for prior year acquisitions | The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions:
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |
Name | Business Segment |  | Effective Date of Acquisition |  | Cash Paid |  | Other Payable |  | Recorded Earn-Out Payable |  | Net Assets Acquired |  | Maximum Potential Earn- Out Payable
Liberty Insurance Brokers, Inc. and Affiliates (Liberty) | Retail |  | February 1, 2015 |  | $ | 12,000 |  |  | $ | — |  |  | $ | 2,981 |  |  | $ | 14,981 |  |  | $ | 3,750 |
Spain Agency, Inc. | Retail |  | March 1, 2015 |  | 20,706 |  |  | — |  |  | 2,617 |  |  | 23,323 |  |  | 9,162 |
Bellingham Underwriters, Inc. | National Programs |  | May 1, 2015 |  | 9,007 |  |  | 500 |  |  | 3,322 |  |  | 12,829 |  |  | 4,400 |
Fitness Insurance, LLC | Retail |  | June 1, 2015 |  | 9,455 |  |  | — |  |  | 2,386 |  |  | 11,841 |  |  | 3,500 |
Strategic Benefit Advisors, Inc. | Retail |  | June 1, 2015 |  | 49,600 |  |  | 400 |  |  | 14,441 |  |  | 64,441 |  |  | 26,000 |
Other | Various |  | Various |  | 9,158 |  |  | 95 |  |  | 3,749 |  |  | 13,002 |  |  | 6,267 |
Total |  |  |  |  | $ | 109,926 |  |  | $ | 995 |  |  | $ | 29,496 |  |  | $ | 140,417 |  |  | $ | 53,079 |
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. The data included in the ‘Other’ column shows a negative adjustment for purchased customer accounts. This is driven mainly by the final valuation adjustment for the acquisition of Wright.
(in thousands) | Liberty |  | Spain Agency, Inc. |  | Bellingham Underwriters, Inc. |  | Fitness Insurance, LLC |  | Strategic Benefit Advisors, Inc. |  | Other |  | Total
Other current assets | $ | 2,486 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 170 |  |  | $ | 2,656 |
Fixed assets | 40 |  |  | 50 |  |  | 25 |  |  | 17 |  |  | 41 |  |  | 32 |  |  | 205 |
Goodwill | 10,010 |  |  | 16,036 |  |  | 9,608 |  |  | 8,084 |  |  | 39,865 |  |  | 17,029 |  |  | 100,632 |
Purchased customer accounts | 4,506 |  |  | 7,430 |  |  | 3,223 |  |  | 3,740 |  |  | 24,500 |  |  | (4,105 | ) |  | 39,294 |
Non-compete agreements | 24 |  |  | 21 |  |  | 21 |  |  | — |  |  | 21 |  |  | 123 |  |  | 210 |
Other assets | — |  |  | — |  |  | — |  |  | — |  |  | 14 |  |  | — |  |  | 14 |
Total assets acquired | 17,066 |  |  | 23,537 |  |  | 12,877 |  |  | 11,841 |  |  | 64,441 |  |  | 13,249 |  |  | 143,011 |
Other current liabilities | (42 | ) |  | (214 | ) |  | (48 | ) |  | — |  |  | — |  |  | (3,458 | ) |  | (3,762 | )
Deferred income tax, net | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,576 |  |  | 2,576 |
Other liabilities | (2,043 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | 635 |  |  | (1,408 | )
Total liabilities assumed | (2,085 | ) |  | (214 | ) |  | (48 | ) |  | — |  |  | — |  |  | (247 | ) |  | (2,594 | )
Net assets acquired | $ | 14,981 |  |  | $ | 23,323 |  |  | $ | 12,829 |  |  | $ | 11,841 |  |  | $ | 64,441 |  |  | $ | 13,002 |  |  | $ | 140,417 |
Unaudited pro forma results | 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 three months ended September 30, |  | For the nine months ended September 30,
(in thousands, except per share data) | 2015 |  | 2014 |  | 2015 |  | 2014
Total revenues | $ | 432,276 |  |  | $ | 431,703 |  |  | $ | 1,267,812 |  |  | $ | 1,212,241 |
Income before income taxes | $ | 112,855 |  |  | $ | 115,712 |  |  | $ | 311,429 |  |  | $ | 310,302 |
Net income | $ | 67,442 |  |  | $ | 70,166 |  |  | $ | 187,738 |  |  | $ | 187,952 |
Net income per share: |  |  |  |  |  |  |
Basic | $ | 0.48 |  |  | $ | 0.49 |  |  | $ | 1.33 |  |  | $ | 1.30 |
Diluted | $ | 0.47 |  |  | $ | 0.48 |  |  | $ | 1.31 |  |  | $ | 1.28 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |
Basic | 137,684 |  |  | 140,915 |  |  | 138,181 |  |  | 141,253 |
Diluted | 140,041 |  |  | 142,964 |  |  | 140,446 |  |  | 143,102 |
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 three and nine months ended September 30, 2015 and 2014, were as follows:
| For the three months ended September 30, |  | For the nine months ended September 30,
(in thousands) | 2015 |  | 2014 |  | 2015 |  | 2014
Balance as of the beginning of the period | $ | 90,113 |  |  | $ | 52,696 |  |  | $ | 75,283 |  |  | $ | 43,058 |
Additions to estimated acquisition earn-out payables | 2,363 |  |  | (221 | ) |  | 29,496 |  |  | 14,586 |
Payments for estimated acquisition earn-out payables | (12,899 | ) |  | (463 | ) |  | (26,937 | ) |  | (11,892 | )
Subtotal | 79,577 |  |  | 52,012 |  |  | 77,842 |  |  | 45,752 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables | (365 | ) |  | (247 | ) |  | (30 | ) |  | 4,981 |
Interest expense accretion | 824 |  |  | 561 |  |  | 2,224 |  |  | 1,593 |
Net change in earnings from estimated acquisition earn-out payables | 459 |  |  | 314 |  |  | 2,194 |  |  | 6,574 |
Balance as of September 30, | $ | 80,036 |  |  | $ | 52,326 |  |  | $ | 80,036 |  |  | $ | 52,326 |

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