Business Combinations (Tables)

12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

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		Note Payable		Other Payable		Recorded Earn-Out Payable		Net Assets Acquired		Maximum Potential Earn- Out Payable
Social Security Advocates for the Disabled LLC (SSAD)	Services	February 1, 2016	$	32,526	$	492	$	—	$	971	$	33,989	$	3,500
Morstan General Agency, Inc. (Morstan)	Wholesale Brokerage	June 1, 2016	66,050		—		10,200		3,091		79,341		5,000
Other	Various	Various	26,140		—		464		400		27,004		7,785
Total			$	124,716	$	492	$	10,664	$	4,462	$	140,334	$	16,285



(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 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 (Wright)	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

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.



(in thousands)	SSAD			Morstan			Other			Total
Cash	$	2,094		$	—		$	—		$	2,094
Other current assets	1,042			2,482			1,555			5,079
Fixed assets	307			300			77			684
Goodwill	22,352			51,454			19,570			93,376
Purchased customer accounts	13,069			26,481			11,075			50,625
Non-compete agreements	72			39			117			228
Other assets	—			—			20			20
Total assets acquired	38,936			80,756			32,414			152,106
Other current liabilities	(1,717		)	(1,415		)	(5,410		)	(8,542		)
Deferred income tax, net	(3,230		)	—			—			(3,230		)
Total liabilities assumed	(4,947		)	(1,415		)	(5,410		)	(11,772		)
Net assets acquired	$	33,989		$	79,341		$	27,004		$	140,334

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 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

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 Year Ended December 31,
(in thousands, except per share data)	2016		2015
Total revenues	$	1,789,790	$	1,716,592
Income before income taxes	$	428,194	$	414,911
Net income	$	260,346	$	250,783
Net income per share:
Basic	$	1.86	$	1.78
Diluted	$	1.84	$	1.75
weighted-average number of shares outstanding:
Basic	136,139		137,810
Diluted	137,804		140,112



(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



(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

Schedule Of Business Acquisition Estimated Earn Out Payables Table [Text Block]

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, 2016, 2015 and 2014 were as follows:



	For the Year Ended December 31,
(in thousands)	2016			2015			2014
Balance as of the beginning of the period	$	78,387		$	75,283		$	43,058
Additions to estimated acquisition earn-out payables	4,462			36,899			34,356
Payments for estimated acquisition earn-out payables	(28,213		)	(36,798		)	(12,069		)
Subtotal	54,636			75,384			65,345
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	6,338			13			7,375
Interest expense accretion	2,847			2,990			2,563
Net change in earnings from estimated acquisition earn-out payables	9,185			3,003			9,938
Balance as of December 31,	$	63,821		$	78,387		$	75,283