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Business Combinations (Tables) | 9 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
Purchase Price Allocation for Current Year Acquisitions and Adjustments Made for Prior Year Acquisitions | The following table summarizes the purchase price allocations made as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. These adjustments are made in the period in which the amounts are determined, and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.
(in thousands) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Name |  | Business segment |  | Effective date of acquisition |  | Cash paid |  |  | Common Stock Issued |  |  | Other payable |  |  | Recorded earn-out payable |  |  | Net assets acquired |  |  | Maximum potential earn- out payable |
Special Risk Insurance Managers Ltd. (Special Risk) |  | National Programs |  | January 1, 2020 |  | $ | 70,156 |  |  | $ | — |  |  | $ | — |  |  | $ | 9,859 |  |  | $ | 80,015 |  |  | $ | 14,650 |
Texas All Risk General Agency, Inc. et al (Texas Risk) |  | Wholesale Brokerage |  | January 1, 2020 |  |  | 10,511 |  |  |  | — |  |  |  | 159 |  |  |  | 310 |  |  |  | 10,980 |  |  |  | 1,150 |
The Colonial Group, Inc. et al (Colonial) |  | Wholesale Brokerage |  | March 1, 2020 |  |  | 29,037 |  |  |  | — |  |  |  | 527 |  |  |  | 5,639 |  |  |  | 35,203 |  |  |  | 10,150 |
RLA Insurance Intermediaries, LLC (RLA) |  | Wholesale Brokerage |  | March 1, 2020 |  |  | 42,496 |  |  |  | — |  |  |  | 786 |  |  |  | 9,970 |  |  |  | 53,252 |  |  |  | 22,500 |
Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling) |  | Retail |  | April 1, 2020 |  |  | 19,341 |  |  |  | — |  |  |  | 300 |  |  |  | 2,840 |  |  |  | 22,481 |  |  |  | 5,400 |
LP Insurance Services, LLC (LP) |  | National Programs |  | May 1, 2020 |  |  | 115,948 |  |  |  | 10,000 |  |  |  | 318 |  |  |  | 42,993 |  |  |  | 169,259 |  |  |  | 75,850 |
First Resource, Inc. (First) |  | Retail |  | July 1, 2020 |  |  | 10,700 |  |  |  | — |  |  |  | 450 |  |  |  | 3,776 |  |  |  | 14,926 |  |  |  | 5,800 |
Buiten & Associates, LLC (Buiten) |  | Retail |  | August 1, 2020 |  |  | 38,225 |  |  |  | — |  |  |  | 1,175 |  |  |  | 7,448 |  |  |  | 46,848 |  |  |  | 14,175 |
Amity Insurance Agency, Inc. (Amity) |  | Retail |  | August 1, 2020 |  |  | 14,820 |  |  |  | 2,000 |  |  |  | 200 |  |  |  | 1,860 |  |  |  | 18,880 |  |  |  | 4,060 |
Frank E. Neal & Co., Inc. (Neal) |  | Retail |  | September 1, 2020 |  |  | 32,589 |  |  |  | 3,120 |  |  |  | 345 |  |  |  | 5,732 |  |  |  | 41,786 |  |  |  | 10,325 |
BrookStone Insurance Group, LLC (BrookStone) |  | Retail |  | September 1, 2020 |  |  | 12,030 |  |  |  | — |  |  |  | — |  |  |  | 1,058 |  |  |  | 13,088 |  |  |  | 1,878 |
Other |  | Various |  | Various |  |  | 6,505 |  |  |  | — |  |  |  | 90 |  |  |  | 5,360 |  |  |  | 11,955 |  |  |  | 5,840 |
Total |  |  |  |  |  | $ | 402,358 |  |  | $ | 15,120 |  |  | $ | 4,350 |  |  | $ | 96,845 |  |  | $ | 518,673 |  |  | $ | 171,778 |
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 and adjustments made during the measurement period of the prior year acquisitions.
(in thousands) |  | Special Risk |  |  | Texas Risk |  |  | Colonial |  |  | RLA |  |  | Sterling |  |  | LP |  |  | First |
Cash |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Other current assets |  |  | 1,702 |  |  |  | 446 |  |  |  | 1,344 |  |  |  | — |  |  |  | 612 |  |  |  | 3,528 |  |  |  | 302 |
Fixed assets |  |  | 346 |  |  |  | 27 |  |  |  | 59 |  |  |  | 54 |  |  |  | 16 |  |  |  | 1,877 |  |  |  | 1 |
Goodwill |  |  | 63,132 |  |  |  | 8,940 |  |  |  | 25,719 |  |  |  | 51,285 |  |  |  | 14,816 |  |  |  | 115,200 |  |  |  | 9,523 |
Purchased customer accounts |  |  | 14,286 |  |  |  | 3,222 |  |  |  | 9,393 |  |  |  | 12,875 |  |  |  | 7,196 |  |  |  | 48,633 |  |  |  | 5,095 |
Non-compete agreements |  |  | 136 |  |  |  | 25 |  |  |  | 43 |  |  |  | 481 |  |  |  | 21 |  |  |  | 31 |  |  |  | 21 |
Other assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total assets acquired |  |  | 79,602 |  |  |  | 12,660 |  |  |  | 36,558 |  |  |  | 64,695 |  |  |  | 22,661 |  |  |  | 169,269 |  |  |  | 14,942 |
Other current liabilities |  |  | 413 |  |  |  | (1,680 | ) |  |  | (1,355 | ) |  |  | (11,443 | ) |  |  | (180 | ) |  |  | (10 | ) |  |  | (16 | )
Other liabilities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  |
Total liabilities assumed |  |  | 413 |  |  |  | (1,680 | ) |  |  | (1,355 | ) |  |  | (11,443 | ) |  |  | (180 | ) |  |  | (10 | ) |  |  | (16 | )
Net assets acquired |  | $ | 80,015 |  |  | $ | 10,980 |  |  | $ | 35,203 |  |  | $ | 53,252 |  |  | $ | 22,481 |  |  | $ | 169,259 |  |  | $ | 14,926 |
(in thousands) |  | Buiten |  |  | Amity |  |  | Neal |  |  | BrookStone |  |  | Other |  |  | Total |  |  |  |  |
Cash |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  |  |  |
Other current assets |  |  | 2,595 |  |  |  | 653 |  |  |  | 2,337 |  |  |  | 364 |  |  |  | 911 |  |  |  | 14,794 |  |  |  |  |
Fixed assets |  |  | 43 |  |  |  | 58 |  |  |  | 46 |  |  |  | 23 |  |  |  | — |  |  |  | 2,550 |  |  |  |  |
Goodwill |  |  | 33,641 |  |  |  | 15,454 |  |  |  | 29,203 |  |  |  | 9,031 |  |  |  | 2,689 |  |  |  | 378,633 |  |  |  |  |
Purchased customer accounts |  |  | 11,323 |  |  |  | 5,614 |  |  |  | 13,225 |  |  |  | 3,689 |  |  |  | 5,334 |  |  |  | 139,885 |  |  |  |  |
Non-compete agreements |  |  | 91 |  |  |  | 21 |  |  |  | 31 |  |  |  | 21 |  |  |  | 52 |  |  |  | 974 |  |  |  |  |
Other assets |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,088 |  |  |  | 3,088 |  |  |  |  |
Total assets acquired |  |  | 47,693 |  |  |  | 21,800 |  |  |  | 44,842 |  |  |  | 13,128 |  |  |  | 12,074 |  |  |  | 539,924 |  |  |  |  |
Other current liabilities |  |  | (845 | ) |  |  | (2,920 | ) |  |  | (3,056 | ) |  |  | (40 | ) |  |  | (119 | ) |  |  | (21,251 | ) |  |  |  |
Other liabilities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  |
Total liabilities assumed |  |  | (845 | ) |  |  | (2,920 | ) |  |  | (3,056 | ) |  |  | (40 | ) |  |  | (119 | ) |  |  | (21,251 | ) |  |  |  |
Net assets acquired |  | $ | 46,848 |  |  | $ | 18,880 |  |  | $ | 41,786 |  |  | $ | 13,088 |  |  | $ | 11,955 |  |  | $ | 518,673 |  |  |  |  |
Unaudited Proforma 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) |  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands, except per share data) |  | 2020 |  |  | 2019 |  |  | 2020 |  |  | 2019 |
Total revenues |  | $ | 677,161 |  |  | $ | 648,063 |  |  | $ | 2,010,160 |  |  | $ | 1,900,105 |
Income before income taxes |  | $ | 159,607 |  |  | $ | 160,623 |  |  | $ | 505,799 |  |  | $ | 449,916 |
Net income |  | $ | 134,891 |  |  | $ | 122,189 |  |  | $ | 392,964 |  |  | $ | 341,772 |
Net income per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.48 |  |  | $ | 0.43 |  |  | $ | 1.39 |  |  | $ | 1.21 |
Diluted |  | $ | 0.47 |  |  | $ | 0.43 |  |  | $ | 1.38 |  |  | $ | 1.21 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  |  | 275,515 |  |  |  | 272,962 |  |  |  | 273,803 |  |  |  | 272,425 |
Diluted |  |  | 276,933 |  |  |  | 275,075 |  |  |  | 275,338 |  |  |  | 274,529 |
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 nine months ended September 30, 2020 and 2019, were as follows:
|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands) |  | 2020 |  |  | 2019 |  |  | 2020 |  |  | 2019 |
Balance as of the beginning of the period |  | $ | 218,467 |  |  | $ | 104,976 |  |  | $ | 161,513 |  |  | $ | 89,924 |
Additions to estimated acquisition earn-out payables |  |  | 22,091 |  |  |  | 47,498 |  |  |  | 96,845 |  |  |  | 71,464 |
Payments for estimated acquisition earn-out payables |  |  | (3,580 | ) |  |  | (601 | ) |  |  | (11,058 | ) |  |  | (7,865 | )
Subtotal |  |  | 236,978 |  |  |  | 151,873 |  |  |  | 247,300 |  |  |  | 153,523 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables |  |  | 13,433 |  |  |  | (6,573 | ) |  |  | (516 | ) |  |  | (10,873 | )
Interest expense accretion |  |  | 1,885 |  |  |  | 1,303 |  |  |  | 5,512 |  |  |  | 3,953 |
Net change in earnings from estimated acquisition earn-out payables |  |  | 15,318 |  |  |  | (5,270 | ) |  |  | 4,996 |  |  |  | (6,920 | )
Balance as of September 30, |  | $ | 252,296 |  |  | $ | 146,603 |  |  | $ | 252,296 |  |  | $ | 146,603 |

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