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Business Combinations | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Business Combinations | NOTE 3 Business Combinations During the year ended December 31, 2020, the Company acquired the assets and assumed certain liabilities of 20 insurance intermediaries, all the stock of one F&I administrative services company and 4 books of businesses (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC Topic 805 - Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. The recorded purchase price for all acquisitions includes 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 upon 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 upon 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, 2020, adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $3.5 million relating to the assumption of certain liabilities on acquisitions completed in 2019. These measurement period adjustments have been reflected as current period adjustments for the year ended December 31, 2020 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period. Cash paid for acquisitions was $722.5 million and $356.3 million in the years ended December 31, 2020 and 2019, respectively. We completed 25 acquisitions (including book of business purchases) during the year ended December 31, 2020. We completed 27 acquisitions (including book of business purchases) during the year ended December 31, 2019. 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 |  |  |  | 7,577 |  |  |  | 37,141 |  |  |  | 10,150 |
RLA Insurance Intermediaries, LLC (RLA) |  | Wholesale Brokerage |  | March 1, 2020 |  |  | 42,496 |  |  |  | — |  |  |  | 786 |  |  |  | 11,687 |  |  |  | 54,969 |  |  |  | 22,500 |
Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling) |  | Retail |  | April 1, 2020 |  |  | 19,341 |  |  |  | — |  |  |  | 300 |  |  |  | 4,129 |  |  |  | 23,770 |  |  |  | 5,400 |
LP Insurance Services, LLC (LP) |  | National Programs |  | May 1, 2020 |  |  | 115,948 |  |  |  | 10,000 |  |  |  | 318 |  |  |  | 23,394 |  |  |  | 149,660 |  |  |  | 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, 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 |
VAS GenPar, LLC (VAS) |  | Retail |  | October 1, 2020 |  |  | 114,249 |  |  |  | 15,000 |  |  |  | — |  |  |  | 23,274 |  |  |  | 152,523 |  |  |  | 48,000 |
Bright & Associates, Inc. (Bright) |  | Retail |  | October 1, 2020 |  |  | 12,528 |  |  |  | — |  |  |  | 1,257 |  |  |  | 3,854 |  |  |  | 17,639 |  |  |  | 5,775 |
J.E. Brown & Associates Insurance Services, Inc. (J.E. Brown) |  | Wholesale Brokerage |  | October 1, 2020 |  |  | 33,331 |  |  |  | — |  |  |  | 1,030 |  |  |  | 5,947 |  |  |  | 40,308 |  |  |  | 10,425 |
CoverHound, Inc. and CyberPolicy, Inc. (CoverHound) |  | Retail |  | November 1, 2020 |  |  | 27,595 |  |  |  | — |  |  |  | 600 |  |  |  | — |  |  |  | 28,195 |  |  |  | — |
MAJ Companies, Ltd. (MAJ) |  | Retail |  | December 1, 2020 |  |  | 19,072 |  |  |  | — |  |  |  | 300 |  |  |  | 2,006 |  |  |  | 21,378 |  |  |  | 6,475 |
South & Western General Agency, Inc. (South & Western) |  | Wholesale Brokerage |  | December 1, 2020 |  |  | 69,673 |  |  |  | — |  |  |  | 1,193 |  |  |  | 7,294 |  |  |  | 78,160 |  |  |  | 18,000 |
Berry Insurance Group, Inc. (Berry) |  | Retail |  | December 31, 2020 |  |  | 35,326 |  |  |  | — |  |  |  | — |  |  |  | 3,694 |  |  |  | 39,020 |  |  |  | 6,500 |
Other |  | Various |  | Various |  |  | 14,888 |  |  |  | — |  |  |  | 490 |  |  |  | 8,498 |  |  |  | 23,876 |  |  |  | 12,337 |
Total |  |  |  |  |  | $ | 722,515 |  |  | $ | 30,120 |  |  | $ | 9,130 |  |  | $ | 131,397 |  |  | $ | 893,162 |  |  | $ | 273,450 |
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 |  |  | Buiten |  |  | Amity |  |  | Neal |
Cash |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Other current assets |  |  | 2,477 |  |  |  | 446 |  |  |  | 1,344 |  |  | — |  |  |  | 612 |  |  |  | 3,162 |  |  |  | 302 |  |  |  | 2,595 |  |  |  | 653 |  |  |  | 2,337 |
Fixed assets |  |  | 345 |  |  |  | 27 |  |  |  | 59 |  |  |  | 55 |  |  |  | 16 |  |  |  | 1,877 |  |  |  | 1 |  |  |  | 43 |  |  |  | 58 |  |  |  | 46 |
Goodwill |  |  | 63,087 |  |  |  | 8,940 |  |  |  | 27,845 |  |  |  | 53,567 |  |  |  | 17,339 |  |  |  | 99,983 |  |  |  | 9,523 |  |  |  | 33,641 |  |  |  | 15,454 |  |  |  | 28,929 |
Purchased customer accounts |  |  | 14,286 |  |  |  | 3,222 |  |  |  | 9,205 |  |  |  | 12,309 |  |  |  | 5,962 |  |  |  | 44,801 |  |  |  | 5,095 |  |  |  | 11,323 |  |  |  | 5,614 |  |  |  | 13,225 |
Non-compete agreements |  |  | 136 |  |  |  | 25 |  |  |  | 43 |  |  |  | 481 |  |  |  | 21 |  |  |  | 31 |  |  |  | 21 |  |  |  | 91 |  |  |  | 21 |  |  |  | 31 |
Other assets |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  | 274 |
Total assets acquired |  |  | 80,331 |  |  |  | 12,660 |  |  |  | 38,496 |  |  |  | 66,412 |  |  |  | 23,950 |  |  |  | 149,854 |  |  |  | 14,942 |  |  |  | 47,693 |  |  |  | 21,800 |  |  |  | 44,842 |
Other current liabilities |  |  | (316 | ) |  |  | (1,680 | ) |  |  | (1,355 | ) |  |  | (11,443 | ) |  |  | (180 | ) |  |  | (10 | ) |  |  | (16 | ) |  |  | (845 | ) |  |  | (2,920 | ) |  |  | (3,056 | )
Other liabilities |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  |  | (184 | ) |  |  | — |  |  | — |  |  | — |  |  | — |
Total liabilities assumed |  |  | (316 | ) |  |  | (1,680 | ) |  |  | (1,355 | ) |  |  | (11,443 | ) |  |  | (180 | ) |  |  | (194 | ) |  |  | (16 | ) |  |  | (845 | ) |  |  | (2,920 | ) |  |  | (3,056 | )
Net assets acquired |  | $ | 80,015 |  |  | $ | 10,980 |  |  | $ | 37,141 |  |  | $ | 54,969 |  |  | $ | 23,770 |  |  | $ | 149,660 |  |  | $ | 14,926 |  |  | $ | 46,848 |  |  | $ | 18,880 |  |  | $ | 41,786 |
(in thousands) |  | Brook Stone |  |  | VAS |  |  | Bright |  |  | J.E. Brown |  |  | Cover Hound |  |  | MAJ |  |  | South & Western |  |  | Berry |  |  | Other |  |  | Total |
Cash |  | $ | — |  |  | $ | 27,673 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 27,673 |
Other current assets |  |  | 527 |  |  |  | 5,486 |  |  |  | 402 |  |  |  | — |  |  |  | 375 |  |  |  | 413 |  |  |  | — |  |  |  | — |  |  |  | 912 |  |  |  | 22,043 |
Fixed assets |  |  | 22 |  |  |  | 138 |  |  |  | 23 |  |  |  | 32 |  |  |  | 6,441 |  |  |  | — |  |  |  | 149 |  |  |  | 30 |  |  |  | 25 |  |  |  | 9,387 |
Goodwill |  |  | 8,585 |  |  |  | 100,826 |  |  |  | 12,218 |  |  |  | 31,476 |  |  |  | 19,524 |  |  |  | 13,003 |  |  |  | 63,128 |  |  |  | 29,702 |  |  |  | 11,325 |  |  |  | 648,095 |
Purchased customer accounts |  |  | 3,689 |  |  |  | 48,188 |  |  |  | 5,055 |  |  |  | 9,479 |  |  |  | 3,678 |  |  |  | 8,034 |  |  |  | 18,513 |  |  |  | 9,701 |  |  |  | 8,582 |  |  |  | 239,961 |
Non-compete agreements |  |  | 21 |  |  |  | 101 |  |  |  | 42 |  |  |  | 41 |  |  |  | — |  |  |  | 11 |  |  |  | 21 |  |  |  | 11 |  |  |  | 64 |  |  |  | 1,213 |
Other assets |  |  | 290 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,088 |  |  |  | 3,652 |
Total assets acquired |  |  | 13,134 |  |  |  | 182,412 |  |  |  | 17,740 |  |  |  | 41,028 |  |  |  | 30,018 |  |  |  | 21,461 |  |  |  | 81,811 |  |  |  | 39,444 |  |  |  | 23,996 |  |  |  | 952,024 |
Other current liabilities |  |  | (46 | ) |  |  | (3,760 | ) |  |  | (101 | ) |  |  | (720 | ) |  |  | (1,823 | ) |  |  | (83 | ) |  |  | (3,651 | ) |  |  | (424 | ) |  |  | (120 | ) |  |  | (32,549 | )
Other liabilities |  | — |  |  |  | (26,129 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (26,313 | )
Total liabilities assumed |  |  | (46 | ) |  |  | (29,889 | ) |  |  | (101 | ) |  |  | (720 | ) |  |  | (1,823 | ) |  |  | (83 | ) |  |  | (3,651 | ) |  |  | (424 | ) |  |  | (120 | ) |  |  | (58,862 | )
Net assets acquired |  | $ | 13,088 |  |  | $ | 152,523 |  |  | $ | 17,639 |  |  | $ | 40,308 |  |  | $ | 28,195 |  |  | $ | 21,378 |  |  | $ | 78,160 |  |  | $ | 39,020 |  |  | $ | 23,876 |  |  | $ | 893,162 |
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 $648.1 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $300.0 million, $163.1 million, $185.0 million and $0.1 million, respectively. Of the total goodwill of $648.1 million, the amount currently deductible for income tax purposes is $516.7 million and the remaining $131.4 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2020, 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, 2020 included in the Consolidated Statement of Income for the year ended December 31, 2020 were $93.9 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2020 included in the Consolidated Statement of Income for the year ended December 31, 2020 was $7.5 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) |  | Year Ended December 31, |
(in thousands, except per share data) |  | 2020 |  |  | 2019 |
Total revenues |  | $ | 2,714,314 |  |  | $ | 2,579,075 |
Income before income taxes |  | $ | 650,618 |  |  | $ | 576,355 |
Net income |  | $ | 500,900 |  |  | $ | 436,722 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 1.77 |  |  | $ | 1.55 |
Diluted |  | $ | 1.76 |  |  | $ | 1.54 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 274,334 |  |  |  | 272,471 |
Diluted |  |  | 275,867 |  |  |  | 274,616 |
Acquisitions in 2019 During the year ended December 31, 2019, the Company acquired the assets and assumed certain liabilities of 22 insurance intermediaries, all the stock of one insurance intermediaries and 4 book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. For the year ended December 31, 2019, several adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $4.1 million, 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 adjustments made during the measurement period for prior year acquisitions:
(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 |
Smith Insurance Associates, Inc. (Smith) |  | Retail |  | February 1, 2019 |  | $ | 20,129 |  |  | $ | — |  |  | $ | — |  |  | $ | 2,704 |  |  | $ | 22,833 |  |  | $ | 4,550 |
Donald P. Pipino Company, LTD (Pipino) |  | Retail |  | February 1, 2019 |  |  | 16,420 |  |  |  | — |  |  |  | 135 |  |  |  | 9,821 |  |  |  | 26,376 |  |  |  | 12,996 |
AGA Enterprises, LLC d/b/a Cossio Insurance Agency (Cossio) |  | Retail |  | March 1, 2019 |  |  | 13,990 |  |  |  | — |  |  |  | 10 |  |  |  | 696 |  |  |  | 14,696 |  |  |  | 2,000 |
Medval, LLC (Medval) |  | Services |  | March 1, 2019 |  |  | 29,106 |  |  |  | — |  |  |  | 100 |  |  |  | 1,684 |  |  |  | 30,890 |  |  |  | 2,500 |
United Development Systems, Inc. (United) |  | Retail |  | May 1, 2019 |  |  | 18,987 |  |  |  | — |  |  |  | 388 |  |  |  | 3,268 |  |  |  | 22,643 |  |  |  | 8,625 |
Twinbrook Insurance Brokerage, Inc. (Twinbrook) |  | Retail |  | June 1, 2019 |  |  | 26,251 |  |  |  | — |  |  |  | 400 |  |  |  | 1,565 |  |  |  | 28,216 |  |  |  | 5,073 |
Innovative Risk Solutions, Inc. (IRS) |  | Retail |  | July 1, 2019 |  |  | 26,435 |  |  |  | — |  |  |  | 2,465 |  |  |  | 6,109 |  |  |  | 35,009 |  |  |  | 9,000 |
WBR Insurance Agency, LLC et al (WBR) |  | Retail |  | August 1, 2019 |  |  | 10,667 |  |  |  | — |  |  |  | 203 |  |  |  | 2,197 |  |  |  | 13,067 |  |  |  | 4,575 |
West Ridge Insurance Agency, Inc. d/b/a Yozell Associates (Yozell) |  | Retail |  | August 1, 2019 |  |  | 13,030 |  |  |  | — |  |  |  | 470 |  |  |  | 768 |  |  |  | 14,268 |  |  |  | 6,730 |
CKP Insurance, LLC (CKP) |  | Retail |  | August 1, 2019 |  |  | 89,190 |  |  |  | 20,000 |  |  |  | 4,000 |  |  |  | 38,093 |  |  |  | 151,283 |  |  |  | 76,500 |
Poole Professional Ltd. Insurance Agents and Brokers et al (Poole) |  | Retail |  | October 1, 2019 |  |  | 32,358 |  |  |  | — |  |  |  | 75 |  |  |  | 4,556 |  |  |  | 36,989 |  |  |  | 6,850 |
VerHagen Glendenning & Walker LLP (VGW) |  | Retail |  | October 1, 2019 |  |  | 23,032 |  |  |  | — |  |  |  | 1,498 |  |  |  | 2,385 |  |  |  | 26,915 |  |  |  | 8,170 |
Other |  | Various |  | Various |  |  | 36,665 |  |  |  | — |  |  |  | 2,391 |  |  |  | 9,026 |  |  |  | 48,082 |  |  |  | 14,454 |
Total |  |  |  |  |  | $ | 356,260 |  |  | $ | 20,000 |  |  | $ | 12,135 |  |  | $ | 82,872 |  |  | $ | 471,267 |  |  | $ | 162,023 |
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) |  | Smith |  |  | Pipino |  |  | Cossio |  |  | Medval |  |  | United |  |  | Twinbrook |  |  | IRS |  |  | WBR |  |  | Yozell |  |  | CKP |
Cash |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 3,217 |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Other current assets |  |  | 680 |  |  |  | 819 |  |  |  | 236 |  |  |  | 1,708 |  |  |  | 477 |  |  |  | 919 |  |  |  | 1,375 |  |  |  | 449 |  |  |  | 1,781 |  |  |  | 9,170 |
Fixed assets |  |  | 39 |  |  |  | 112 |  |  |  | 29 |  |  |  | 50 |  |  |  | 20 |  |  |  | 85 |  |  |  | 11 |  |  |  | 10 |  |  |  | 12 |  |  |  | 193 |
Goodwill |  |  | 16,042 |  |  |  | 16,765 |  |  |  | 10,010 |  |  |  | 19,108 |  |  |  | 15,111 |  |  |  | 18,935 |  |  |  | 24,938 |  |  |  | 9,096 |  |  |  | 8,904 |  |  |  | 110,495 |
Purchased customer accounts |  |  | 6,500 |  |  |  | 11,360 |  |  |  | 4,403 |  |  |  | 7,300 |  |  |  | 7,065 |  |  |  | 8,557 |  |  |  | 8,800 |  |  |  | 4,022 |  |  |  | 3,550 |  |  |  | 32,274 |
Non-compete agreements |  |  | 41 |  |  |  | 11 |  |  |  | 21 |  |  |  | 1 |  |  |  | 11 |  |  |  | 12 |  |  |  | 11 |  |  |  | 34 |  |  |  | 21 |  |  |  | 21 |
Other assets |  |  | — |  |  |  | 772 |  |  |  | — |  |  |  | 15 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Total assets acquired |  |  | 23,302 |  |  |  | 29,839 |  |  |  | 14,699 |  |  |  | 31,399 |  |  |  | 22,684 |  |  |  | 28,508 |  |  |  | 35,135 |  |  |  | 13,611 |  |  |  | 14,268 |  |  |  | 152,153 |
Other current liabilities |  |  | (469 | ) |  |  | (3,463 | ) |  |  | (3 | ) |  |  | (480 | ) |  |  | (41 | ) |  |  | (292 | ) |  |  | (126 | ) |  |  | (166 | ) |  |  | — |  |  |  | (870 | )
Other liabilities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (29 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (378 | ) |  |  | — |  |  |  | — |
Total liabilities assumed |  |  | (469 | ) |  |  | (3,463 | ) |  |  | (3 | ) |  |  | (509 | ) |  |  | (41 | ) |  |  | (292 | ) |  |  | (126 | ) |  |  | (544 | ) |  |  | — |  |  |  | (870 | )
Net assets acquired |  | $ | 22,833 |  |  | $ | 26,376 |  |  | $ | 14,696 |  |  | $ | 30,890 |  |  | $ | 22,643 |  |  | $ | 28,216 |  |  | $ | 35,009 |  |  | $ | 13,067 |  |  | $ | 14,268 |  |  | $ | 151,283 |
(in thousands) |  | Poole |  |  | VGW |  |  | Other |  |  | Total |
Cash |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 3,217 |
Other current assets |  |  | 938 |  |  |  | 1,190 |  |  |  | (6,786 | ) |  |  | 12,956 |
Fixed assets |  |  | 4 |  |  |  | 20 |  |  |  | (130 | ) |  |  | 455 |
Goodwill |  |  | 28,233 |  |  |  | 16,595 |  |  |  | 34,314 |  |  |  | 328,546 |
Purchased customer accounts |  |  | 10,359 |  |  |  | 9,092 |  |  |  | 15,020 |  |  |  | 128,302 |
Non-compete agreements |  |  | 33 |  |  |  | 34 |  |  |  | 161 |  |  |  | 412 |
Other assets |  |  | — |  |  |  | — |  |  |  | (732 | ) |  |  | 55 |
Total assets acquired |  |  | 39,567 |  |  |  | 26,931 |  |  |  | 41,847 |  |  |  | 473,943 |
Other current liabilities |  |  | (2,578 | ) |  |  | (16 | ) |  |  | 6,235 |  |  |  | (2,269 | )
Other liabilities |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (407 | )
Total liabilities assumed |  |  | (2,578 | ) |  |  | (16 | ) |  |  | 6,235 |  |  |  | (2,676 | )
Net assets acquired |  | $ | 36,989 |  |  | $ | 26,915 |  |  | $ | 48,082 |  |  | $ | 471,267 |
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 $328.5 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $302.6 million, $0.1 million, $6.5 million and $19.3 million, respectively. Of the total goodwill of $328.5 million, the amount currently deductible for income tax purposes is $245.6 million and the remaining $82.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2019, 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, 2019 included in the Consolidated Statement of Income for the year ended December 31, 2019 were $49.1 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2019 included in the Consolidated Statement of Income for the year ended December 31, 2019 was $3.4 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) |  | Year Ended December 31, |
(in thousands, except per share data) |  | 2019 |  |  | 2018 |
Total revenues |  | $ | 2,447,401 |  |  | $ | 2,120,867 |
Income before income taxes |  | $ | 545,182 |  |  | $ | 496,076 |
Net income |  | $ | 412,974 |  |  | $ | 369,277 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 1.47 |  |  | $ | 1.33 |
Diluted |  | $ | 1.46 |  |  | $ | 1.31 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 272,471 |  |  |  | 270,971 |
Diluted |  |  | 274,616 |  |  |  | 275,521 |
Acquisitions in 2018 During the year ended December 31, 2018, the Company acquired the assets and assumed certain liabilities of 20 insurance intermediaries, all the stock of three insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. For the year ended December 31, 2018, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $21.4 thousand, 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 adjustments made during the measurement period for prior year acquisitions:
(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 |
Opus Advisory Group, LLC (Opus) |  | Retail |  | February 1, 2018 |  | $ | 20,400 |  |  | $ | — |  |  | $ | 200 |  |  | $ | 2,384 |  |  | $ | 22,984 |  |  | $ | 3,600 |
Kerxton Insurance Agency, Inc. (Kerxton) |  | Retail |  | March 1, 2018 |  |  | 13,176 |  |  |  | — |  |  |  | 1,490 |  |  |  | 2,080 |  |  |  | 16,746 |  |  |  | 2,920 |
Automotive Development Group, LLC (ADG) |  | Retail |  | May 1, 2018 |  |  | 29,471 |  |  |  | — |  |  |  | 559 |  |  |  | 17,545 |  |  |  | 47,575 |  |  |  | 20,000 |
Servco Pacific, Inc. (Servco) |  | Retail |  | June 1, 2018 |  |  | 76,245 |  |  |  | — |  |  |  | — |  |  |  | 934 |  |  |  | 77,179 |  |  |  | 7,000 |
Tower Hill Prime Insurance Company (Tower Hill) |  | National Programs |  | July 1, 2018 |  |  | 20,300 |  |  |  | — |  |  |  | — |  |  |  | 1,188 |  |  |  | 21,488 |  |  |  | 7,700 |
Health Special Risk, Inc. (HSR) |  | National Programs |  | July 1, 2018 |  |  | 20,132 |  |  |  | — |  |  |  | — |  |  |  | 1,991 |  |  |  | 22,123 |  |  |  | 9,000 |
Professional Disability Associates, LLC (PDA) |  | Services |  | July 1, 2018 |  |  | 15,025 |  |  |  | — |  |  |  | — |  |  |  | 9,818 |  |  |  | 24,843 |  |  |  | 17,975 |
Finance & Insurance Resources, Inc. (F&I) |  | Retail |  | September 1, 2018 |  |  | 44,940 |  |  |  | — |  |  |  | 410 |  |  |  | 9,121 |  |  |  | 54,471 |  |  |  | 19,500 |
Rodman Insurance Agency, Inc. (Rodman) |  | Retail |  | November 1, 2018 |  |  | 31,121 |  |  |  | — |  |  |  | 261 |  |  |  | 3,720 |  |  |  | 35,102 |  |  |  | 9,850 |
The Hays Group, Inc. et al (Hays) |  | Retail |  | November 16, 2018 |  |  | 605,000 |  |  |  | 100,000 |  |  |  | — |  |  |  | 19,600 |  |  |  | 724,600 |  |  |  | 25,000 |
Dealer Associates, Inc. (Dealer) |  | Retail |  | December 1, 2018 |  |  | 28,825 |  |  |  | — |  |  |  | 1,175 |  |  |  | 3,100 |  |  |  | 33,100 |  |  |  | 12,125 |
Other |  | Various |  | Various |  |  | 30,293 |  |  |  | — |  |  |  | 1,367 |  |  |  | 5,896 |  |  |  | 37,556 |  |  |  | 12,998 |
Total |  |  |  |  |  | $ | 934,928 |  |  | $ | 100,000 |  |  | $ | 5,462 |  |  | $ | 77,377 |  |  | $ | 1,117,767 |  |  | $ | 147,668 |
The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition.
(in thousands) |  | Opus |  |  | Kerxton |  |  | ADG |  |  | Servco |  |  | Tower Hill |  |  | HSR |  |  | PDA |  |  | F&I |  |  | Rodman |  |  | Hays |
Cash |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 8,188 |  |  | $ | — |  |  | $ | 3,114 |  |  | $ | (248 | ) |  | $ | — |  |  | $ | — |  |  | $ | — |
Other current assets |  |  | 1,215 |  |  |  | 663 |  |  |  | 1,500 |  |  |  | 7,769 |  |  |  | — |  |  |  | 818 |  |  |  | 1,762 |  |  |  | 999 |  |  |  | 1,062 |  |  |  | 36,254 |
Fixed assets |  |  | 11 |  |  |  | 10 |  |  |  | 67 |  |  |  | 179 |  |  | $ | — |  |  | $ | 124 |  |  | $ | 310 |  |  | $ | 34 |  |  | $ | 45 |  |  | $ | 4,936 |
Goodwill |  |  | 16,414 |  |  |  | 12,423 |  |  |  | 35,769 |  |  |  | 54,429 |  |  |  | — |  |  |  | 18,737 |  |  |  | 16,547 |  |  |  | 36,423 |  |  |  | 26,572 |  |  |  | 456,217 |
Purchased customer accounts |  |  | 5,008 |  |  |  | 4,712 |  |  |  | 9,751 |  |  |  | 16,442 |  |  |  | 21,468 |  |  |  | 5,516 |  |  |  | 7,700 |  |  |  | 16,611 |  |  |  | 10,129 |  |  |  | 218,600 |
Non-compete agreements |  |  | 21 |  |  |  | 22 |  |  |  | 21 |  |  |  | 1 |  |  |  | 20 |  |  |  | 65 |  |  |  | 82 |  |  |  | 21 |  |  |  | 51 |  |  |  | 2,600 |
Other assets |  |  | 315 |  |  |  | 419 |  |  |  | 467 |  |  |  | 1,478 |  |  |  | — |  |  |  | 21 |  |  |  | 6 |  |  |  | 383 |  |  |  | 542 |  |  |  | 13,977 |
Total assets acquired |  |  | 22,984 |  |  |  | 18,249 |  |  |  | 47,575 |  |  |  | 88,486 |  |  |  | 21,488 |  |  |  | 28,395 |  |  |  | 26,159 |  |  |  | 54,471 |  |  |  | 38,401 |  |  |  | 732,584 |
Other current liabilities |  |  | — |  |  |  | (1,503 | ) |  |  | — |  |  |  | (11,307 | ) |  |  | — |  |  |  | (5,930 | ) |  |  | (1,093 | ) |  |  | — |  |  |  | (3,299 | ) |  |  | (7,984 | )
Deferred income tax, net |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (342 | ) |  |  | (223 | ) |  |  | — |  |  |  | — |  |  |  | — |
Total liabilities assumed |  |  | — |  |  |  | (1,503 | ) |  |  | — |  |  |  | (11,307 | ) |  |  | — |  |  |  | (6,272 | ) |  |  | (1,316 | ) |  |  | — |  |  |  | (3,299 | ) |  |  | (7,984 | )
Net assets acquired |  | $ | 22,984 |  |  | $ | 16,746 |  |  | $ | 47,575 |  |  | $ | 77,179 |  |  | $ | 21,488 |  |  | $ | 22,123 |  |  | $ | 24,843 |  |  | $ | 54,471 |  |  | $ | 35,102 |  |  | $ | 724,600 |
(in thousands) |  | Dealer |  |  | Other |  |  | Total |
Cash |  | $ | — |  |  | $ | — |  |  | $ | 11,054 |
Other current assets |  |  | 552 |  |  |  | 323 |  |  |  | 52,917 |
Fixed assets |  |  | 13 |  |  |  | 100 |  |  |  | 5,829 |
Goodwill |  |  | 21,467 |  |  |  | 22,712 |  |  |  | 717,710 |
Purchased customer accounts |  |  | 10,986 |  |  |  | 15,085 |  |  |  | 342,008 |
Non-compete agreements |  |  | 21 |  |  |  | 297 |  |  |  | 3,222 |
Other assets |  |  | 226 |  |  |  | 754 |  |  |  | 18,588 |
Total assets acquired |  |  | 33,265 |  |  |  | 39,271 |  |  |  | 1,151,328 |
Other current liabilities |  |  | (165 | ) |  |  | (1,715 | ) |  |  | (32,996 | )
Other liabilities |  |  | — |  |  |  | — |  |  |  | (565 | )
Total liabilities assumed |  |  | (165 | ) |  |  | (1,715 | ) |  |  | (33,561 | )
Net assets acquired |  | $ | 33,100 |  |  | $ | 37,556 |  |  | $ | 1,117,767 |
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 $717.7 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $676.9 million, $18.7 million, $5.5 million and $16.5 million, respectively. Of the total goodwill of $717.7 million, $640.3 million is currently deductible for income tax purposes. The remaining $77.4 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2018, 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, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 were $82.4 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 was $6.3 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) |  | Year Ended December 31, |
(in thousands, except per share data) |  | 2018 |  |  | 2017 |
Total revenues |  | $ | 2,259,812 |  |  | $ | 2,193,169 |
Income before income taxes |  | $ | 504,664 |  |  | $ | 503,927 |
Net income |  | $ | 375,670 |  |  | $ | 447,796 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 1.35 |  |  | $ | 1.60 |
Diluted |  | $ | 1.33 |  |  | $ | 1.57 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 270,971 |  |  |  | 272,580 |
Diluted |  |  | 275,521 |  |  |  | 277,586 |
As of December 31, 2020, the maximum future contingency payments related to all acquisitions totaled $544.7 million. ASC 805 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 acquisitions 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, 2020, 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, 2020, 2019 and 2018 were as follows:
|  | Year Ended December 31, |
(in thousands) |  | 2020 |  |  | 2019 |  |  | 2018 |
Balance as of the beginning of the period |  | $ | 161,513 |  |  | $ | 89,924 |  |  | $ | 36,175 |
Additions to estimated acquisition earn-out payables from new acquisitions |  |  | 131,397 |  |  |  | 82,872 |  |  |  | 77,377 |
Payments for estimated acquisition earn-out payables |  |  | (29,509 | ) |  |  | (9,917 | ) |  |  | (26,597 | )
Subtotal |  |  | 263,401 |  |  |  | 162,879 |  |  |  | 86,955 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables |  |  | (11,814 | ) |  |  | (7,298 | ) |  |  | 603 |
Interest expense accretion |  |  | 7,356 |  |  |  | 5,932 |  |  |  | 2,366 |
Net change in earnings from estimated acquisition earn- out payables |  |  | (4,458 | ) |  |  | (1,366 | ) |  |  | 2,969 |
Balance as of December 31, |  | $ | 258,943 |  |  | $ | 161,513 |  |  | $ | 89,924 |
Of the $258.9 million of estimated acquisition earn-out payables as of December 31, 2020, $79.2 million was recorded as accounts payable, and $179.7 million was recorded as another non-current liability. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items prior to the one-year anniversary date of the acquisition and may therefore differ from previously reported amounts. Of the $161.5 million of estimated acquisition earn-out payables as of December 31, 2019, $17.9 million was recorded as accounts payable, and $143.6 million was recorded as other non-current liabilities. Of the $89.9 million of estimated acquisition earn-out payables as of December 31, 2018, $21.1 million was recorded as accounts payable, and $68.8 million was recorded as other non-current liabilities.

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