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Business Combinations (Tables) | 3 Months Ended
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Mar. 31, 2021
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. Cash paid for two acquisitions was $116.6 million during the three months ended March 31, 2021 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, if any, 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 |
O'Leary Insurances (O'Leary) |  | Retail |  | January 1, 2021 |  | $ | 117,408 |  |  | $ | 4,892 |  |  | $ | — |  |  | $ | 15,348 |  |  | $ | 137,648 |  |  | $ | 30,575 |
Other (1) |  | Various |  | Various |  |  | (845 | ) |  |  | — |  |  |  | (9 | ) |  |  | (360 | ) |  |  | (1,214 | ) |  |  | — |
Total |  |  |  |  |  | $ | 116,563 |  |  | $ | 4,892 |  |  | $ | (9 | ) |  | $ | 14,988 |  |  | $ | 136,434 |  |  | $ | 30,575 |
(1) Amount includes a foreign currency conversion adjustment for an acquisition in 2020.
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) |  | O'Leary |  |  | Other |  |  | Total |
Cash |  | $ | 45,441 |  |  | $ | 693 |  |  | $ | 46,134 |
Other current assets |  |  | 43,433 |  |  |  | 2,771 |  |  |  | 46,204 |
Fixed assets |  |  | 546 |  |  |  | — |  |  |  | 546 |
Goodwill |  |  | 84,290 |  |  |  | (4,366 | ) |  |  | 79,924 |
Purchased customer accounts |  |  | 40,459 |  |  |  | 344 |  |  |  | 40,803 |
Non-compete agreements |  |  | 819 |  |  |  | 24 |  |  |  | 843 |
Other assets |  |  | 42 |  |  |  | 258 |  |  |  | 300 |
Total assets acquired |  |  | 215,030 |  |  |  | (276 | ) |  |  | 214,754 |
Other current liabilities |  |  | (72,312 | ) |  |  | (938 | ) |  |  | (73,250 | )
Deferred income tax, net |  |  | (5,057 | ) |  |  | — |  |  |  | (5,057 | )
Other liabilities |  |  | (13 | ) |  |  | — |  |  |  | (13 | )
Total liabilities assumed |  |  | (77,382 | ) |  |  | (938 | ) |  |  | (78,320 | )
Net assets acquired |  | $ | 137,648 |  |  | $ | (1,214 | ) |  | $ | 136,434 |
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 March 31, |
(in thousands, except per share data) |  | 2021 |  |  | 2020 |
Total revenues |  | $ | 815,305 |  |  | $ | 706,714 |
Income before income taxes |  | $ | 239,217 |  |  | $ | 206,723 |
Net income |  | $ | 199,752 |  |  | $ | 153,491 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 0.71 |  |  | $ | 0.54 |
Diluted |  | $ | 0.70 |  |  | $ | 0.54 |
Weighted average number of shares outstanding: |  |  |  |  |  |  |  |
Basic |  |  | 275,594 |  |  |  | 272,776 |
Diluted |  |  | 276,955 |  |  |  | 274,861 |
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 months ended March 31, 2021 and 2020, were as follows:
|  | Three months ended March 31, |
(in thousands) |  | 2021 |  |  | 2020 |
Balance as of the beginning of the period |  | $ | 258,943 |  |  | $ | 161,513 |
Additions to estimated acquisition earn-out payables |  |  | 14,988 |  |  |  | 13,978 |
Payments for estimated acquisition earn-out payables |  |  | (15,475 | ) |  |  | (6,814 | )
Subtotal |  |  | 258,456 |  |  |  | 168,677 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables |  |  | (2,713 | ) |  |  | (12,641 | )
Interest expense accretion |  |  | 1,823 |  |  |  | 1,684 |
Net change in earnings from estimated acquisition earn-out payables |  |  | (890 | ) |  |  | (10,957 | )
Balance as of March 31, |  | $ | 257,566 |  |  | $ | 157,720 |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472 + Details
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