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Business Combinations | 12 Months Ended
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Dec. 31, 2015
Business Combinations [Abstract] |
Business Combinations | Business Combinations During the year ended December 31, 2015, the Company acquired the assets and assumed certain liabilities of thirteen insurance intermediaries and four 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 Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. All of these businesses 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, 2015, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $503,442 relating to the assumption of certain liabilities. Cash paid for acquisitions was $136.0 million and $721.9 million in the twelve-month periods ended December 31, 2015 and 2014, respectively. We completed thirteen acquisitions (excluding book of business purchases) in the twelve-month period ended December 31, 2015. We completed ten acquisitions (excluding book of business purchases) in the twelve-month period ended December 31, 2014. 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. (Spain) | Retail |  | March 1, 2015 |  | 20,706 |  |  | — |  |  | 2,617 |  |  | 23,323 |  |  | 9,162 |
Bellingham Underwriters, Inc. (Bellingham) | National Programs |  | May 1, 2015 |  | 9,007 |  |  | 500 |  |  | 3,322 |  |  | 12,829 |  |  | 4,400 |
Fitness Insurance, LLC (Fitness) | Retail |  | June 1, 2015 |  | 9,455 |  |  | — |  |  | 2,379 |  |  | 11,834 |  |  | 3,500 |
Strategic Benefit Advisors, Inc. (SBA) | Retail |  | June 1, 2015 |  | 49,600 |  |  | 400 |  |  | 13,587 |  |  | 63,587 |  |  | 26,000 |
Bentrust Financial, Inc. (Bentrust) | Retail |  | December 1, 2015 |  | 10,142 |  |  | 391 |  |  | 319 |  |  | 10,852 |  |  | 2,200 |
MBA Insurance Agency of Arizona, Inc. (MBA) | Retail |  | December 1, 2015 |  | 68 |  |  | 8,442 |  |  | 6,063 |  |  | 14,573 |  |  | 9,500 |
Smith Insurance, Inc. (Smith) | Retail |  | December 1, 2015 |  | 12,096 |  |  | 200 |  |  | 1,047 |  |  | 13,343 |  |  | 6,350 |
Other | Various |  | Various |  | 12,926 |  |  | 95 |  |  | 4,584 |  |  | 17,605 |  |  | 8,212 |
Total |  |  |  |  | $ | 136,000 |  |  | $ | 10,028 |  |  | $ | 36,899 |  |  | $ | 182,927 |  |  | $ | 73,074 |
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 |  | Bellingham |  | Fitness |  | SBA |  | Bentrust |  | MBA |  | Smith |  | Other |  | Total
Other current assets | $ | 2,486 |  |  | $ | 324 |  |  | $ | — |  |  | $ | 9 |  |  | $ | 652 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 169 |  |  | $ | 3,640 |
Fixed assets | 40 |  |  | 50 |  |  | 25 |  |  | 17 |  |  | 41 |  |  | 36 |  |  | 33 |  |  | 73 |  |  | 59 |  |  | 374 |
Goodwill | 10,010 |  |  | 15,748 |  |  | 9,608 |  |  | 8,105 |  |  | 39,859 |  |  | 8,166 |  |  | 13,471 |  |  | 10,374 |  |  | 21,040 |  |  | 136,381 |
Purchased customer accounts | 4,506 |  |  | 7,430 |  |  | 3,223 |  |  | 3,715 |  |  | 23,000 |  |  | 2,789 |  |  | 7,338 |  |  | 3,526 |  |  | (2,135 | ) |  | 53,392 |
Non-compete agreements | 24 |  |  | 21 |  |  | 21 |  |  | — |  |  | 21 |  |  | 43 |  |  | 11 |  |  | 31 |  |  | 156 |  |  | 328 |
Other assets | — |  |  | — |  |  | — |  |  | — |  |  | 14 |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 14 |
Total assets acquired | 17,066 |  |  | 23,573 |  |  | 12,877 |  |  | 11,846 |  |  | 63,587 |  |  | 11,034 |  |  | 20,853 |  |  | 14,004 |  |  | 19,289 |  |  | 194,129 |
Other current liabilities | (42 | ) |  | (250 | ) |  | (48 | ) |  | (12 | ) |  | — |  |  | (182 | ) |  | (6,280 | ) |  | (504 | ) |  | (4,895 | ) |  | (12,213 | )
Deferred income tax, net | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 2,576 |  |  | 2,576 |
Other liabilities | (2,043 | ) |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (157 | ) |  | 635 |  |  | (1,565 | )
Total liabilities assumed | (2,085 | ) |  | (250 | ) |  | (48 | ) |  | (12 | ) |  | — |  |  | (182 | ) |  | (6,280 | ) |  | (661 | ) |  | (1,684 | ) |  | (11,202 | )
Net assets acquired | $ | 14,981 |  |  | $ | 23,323 |  |  | $ | 12,829 |  |  | $ | 11,834 |  |  | $ | 63,587 |  |  | $ | 10,852 |  |  | $ | 14,573 |  |  | $ | 13,343 |  |  | $ | 17,605 |  |  | $ | 182,927 |
The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years. Goodwill of $136.4 million was allocated to the Retail, National Programs and Wholesale Brokerage Segments in the amounts of $113.8 million, $18.0 million and $4.6 million, respectively. Of the total goodwill of $136.4 million, $91.1 million is currently deductible for income tax purposes and $8.4 million is non-deductible. The remaining $36.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2015, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2015, included in the Consolidated Statement of Income for the year ended December 31, 2015, were $28.2 million. The income before income taxes, including the inter-company cost of capital charge, from the acquisitions completed through December 31, 2015, included in the Consolidated Statement of Income for the year ended December 31, 2015, was $1.5 million. 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) | 2015 |  | 2014
Total revenues | $ | 1,688,297 |  |  | $ | 1,630,992 |
Income before income taxes | $ | 411,497 |  |  | $ | 356,426 |
Net income | $ | 248,720 |  |  | $ | 217,053 |
Net income per share: |  |  |
Basic | $ | 1.76 |  |  | $ | 1.50 |
Diluted | $ | 1.73 |  |  | $ | 1.48 |
Weighted average number of shares outstanding: |  |  |
Basic | 137,810 |  |  | 140,944 |
Diluted | 140,112 |  |  | 142,891 |
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 five books of business (customer accounts). The cash paid for these acquisitions was $721.9 million. Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. 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 $25,941 relating to the assumption of certain liabilities. The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustment 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
The Wright Insurance Group, LLC | National Programs |  | May 1, 2014 |  | $ | 609,183 |  |  | $ | 1,471 |  |  | $ | — |  |  | $ | 610,654 |  |  | $ | — |
Pacific Resources Benefits Advisors, LLC ("PacRes") | Retail |  | May 1, 2014 |  | 90,000 |  |  | — |  |  | 27,452 |  |  | 117,452 |  |  | 35,000 |
Axia Strategies, Inc ("Axia") | Wholesale Brokerage |  | May 1, 2014 |  | 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 tax, 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 years; and non-compete agreements, 3.4 years. Goodwill of $513.9 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $86.4 million, $420.0 million, $7.7 million and $(0.2) million, respectively. Of the total goodwill of $513.9 million, $141.9 million is currently deductible for income tax purposes and $338.8 million is non-deductible. The remaining $33.2 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2014, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues and income before income taxes, including the inter-company cost of capital, from the acquisitions completed through December 31, 2014, included in the Consolidated Statement of Income for the year ended December 31, 2014, were $112.2 million and $(1.3) million, 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 the year ended December 31, 2013, Brown & Brown acquired the assets and assumed certain liabilities of eight insurance intermediaries, all of the stock of one insurance intermediary and one book of business (customer accounts). The cash paid for these acquisitions was $408.1 million. Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. All of these acquisitions were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. For the year ended December 31, 2013, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $504,300 relating to the assumption of certain liabilities. 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 |  | Effective 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, 2013 |  | $ | 13,792 |  |  | $ | 50 |  |  | $ | 2,321 |  |  | $ | 16,163 |  |  | $ | 4,300 |
Beecher Carlson Holdings, Inc. | Retail; National Programs |  | July 1, 2013 |  | 364,256 |  |  | — |  |  | — |  |  | 364,256 |  |  | — |
ICA, Inc. | Services |  | December 31, 2013 |  | 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 tax, 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 years; and non-compete agreements, 5 years. Goodwill of $295.9 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $257.2 million, $27.1 million, $(0.8) million and $12.4 million, respectively. Of the total goodwill of $295.9 million, $41.6 million is currently deductible for income tax purposes and $249.2 million is non-deductible. The remaining $5.1 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2013, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues and income before income taxes, including the inter-company cost of capital, from the acquisitions completed through December 31, 2013, included in the Consolidated Statement of Income for the year ended December 31, 2013, were $63.8 million and $0.9 million, 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) | 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 |
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 2015 as a result of those adjustments totaled $0. The net additional consideration paid by the Company in 2014 as a result of these 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. As of December 31, 2015, the maximum future contingency payments related to all acquisitions totaled $137.4 million, 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, 2015, 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-Fair Value Measurement. 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, 2015, 2014 and 2013 were as follows:
| For the Year Ended December 31,
(in thousands) | 2015 |  | 2014 |  | 2013
Balance as of the beginning of the period | $ | 75,283 |  |  | $ | 43,058 |  |  | $ | 52,987 |
Additions to estimated acquisition earn-out payables | 36,899 |  |  | 34,356 |  |  | 5,816 |
Payments for estimated acquisition earn-out payables | (36,798 | ) |  | (12,069 | ) |  | (18,278 | )
Subtotal | 75,384 |  |  | 65,345 |  |  | 40,525 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables | 2,990 |  |  | 7,375 |  |  | 570 |
Interest expense accretion | 13 |  |  | 2,563 |  |  | 1,963 |
Net change in earnings from estimated acquisition earn-out payables | 3,003 |  |  | 9,938 |  |  | 2,533 |
Balance as of December 31, | $ | 78,387 |  |  | $ | 75,283 |  |  | $ | 43,058 |
Of the $78.4 million estimated acquisition earn-out payables as of December 31, 2015, $25.3 million was recorded as accounts payable and $53.1 million was recorded as other non-current liabilities. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items prior to the one-year anniversary date and may therefore differ from previously reported amounts. Of the $75.3 million estimated acquisition earn-out payables as of December 31, 2014, $26.0 million was recorded as accounts payable and $49.3 million was recorded as an other non-current liability. Of the $43.1 million estimated acquisition earn-out payables as of December 31, 2013, $6.3 million was recorded as accounts payable and $36.8 million was recorded as an other non-current liability.

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