Business Combinations (Tables)

6 Months Ended

Jun. 30, 2018

Purchase price allocation for current year acquisitions and adjustments made 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
Opus Advisory Group, LLC (Opus)	Retail	February 1, 2018	$	20,400	$	200	$	2,422	$	23,022	$	3,600
Kerxton Insurance Agency, Inc. (Kerxton)	Retail	March 1, 2018	13,177		1,490		2,080		16,747		2,920
Automotive Development Group, LLC (ADG)	National Programs	May 1, 2018	29,471		559		14,630		44,660		20,000
Servco Pacific, Inc. (Servco)	Retail	June 1, 2018	76,551		—		916		77,467		7,000
Other	Various	Various	$	10,393	$	137	$	2,023	$	12,553	$	4,528
Total			$	149,992	$	2,386	$	22,071	$	174,449	$	38,048

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)	Opus		Kerxton			ADG		Servco			Other			Total
Cash	$	—	$	—		$	—	$	8,189		$	—		$	8,189
Other current assets	—		—			—		7,743			—			7,743
Fixed assets	12		10			67		178			$	23		$	290
Goodwill	17,938		13,417			35,436		53,967			9,017			129,775
Purchased customer accounts	5,051		4,712			9,136		16,902			4,912			40,713
Non-compete agreements	21		22			21		1			105			170
Other assets	—		—			—		1,528			—			1,528
Total assets acquired	23,022		18,161			44,660		88,508			14,057			188,408
Other current liabilities	—		(1,414		)	—		(11,041		)	(1,504		)	(13,959		)
Total liabilities assumed	—		(1,414		)	—		(11,041		)	(1,504		)	(13,959		)
Net assets acquired	23,022		$	16,747		44,660		77,467			$	12,553		$	174,449

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)	Three months ended June 30,				Six months ended June 30,
(in thousands, except per share data)	2018		2017		2018		2017
Total revenues	$	478,414	$	479,225	$	991,188	$	956,510
Income before income taxes	$	102,056	$	111,018	$	223,189	$	224,855
Net income	$	74,761	$	67,948	$	167,633	$	139,874
Net income per share:
Basic	$	0.27	$	0.25	$	0.61	$	0.50
Diluted	$	0.27	$	0.24	$	0.60	$	0.49
Weighted average number of shares outstanding:
Basic	270,081		273,384		270,126		273,436
Diluted	275,908		278,202		275,809		278,128

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 and six months ended June 30, 2018 and 2017, were as follows:



	Three months ended June 30,						Six months ended June 30,
(in thousands)	2018			2017			2018			2017
Balance as of the beginning of the period	$	40,600		$	57,408		$	36,175		$	63,821
Additions to estimated acquisition earn-out payables	17,549			493			22,071			282
Payments for estimated acquisition earn-out payables	(6,028		)	(5,547		)	(8,591		)	(15,777		)
Subtotal	52,121			52,354			49,655			48,326
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	(189		)	4,851			1,873			8,186
Interest expense accretion	608			738			1,012			1,431
Net change in earnings from estimated acquisition earn-out payables	419			5,589			2,885			9,617
Balance as of June 30,	$	52,540		$	57,943		$	52,540		$	57,943