Business Combinations (Tables)

3 Months Ended

Mar. 31, 2019

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
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
Cossio Insurance Agency (Cossio)	Retail	March 1, 2019	13,990		10		1,710		15,710		2,000
Medval LLC (Medval)	Services	March 1, 2019	29,106		—		1,684		30,790		2,500
Other	Various	Various	18,654		463		2,236		21,353		5,475
Total			$	98,299	$	608	$	18,155	$	117,062	$	27,521

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)	Smith			Pipino			Cossio		Medval			Other			Total
Cash	$	—		$	—		$	—	$	3,218		$	—		$	3,218
Other current assets	588			194			—		1,708			(6,835		)	(4,345		)
Fixed assets	40			114			29		50			$	(121	)	$	112
Goodwill	16,031			18,146			11,336		19,008			15,911			80,432
Purchased customer accounts	6,500			11,360			4,324		7,300			6,298			35,782
Non-compete agreements	41			11			21		1			64			138
Other assets	—			—			—		14			302			316
Total assets acquired	23,200			29,825			15,710		31,299			15,619			115,653
Other current liabilities	(367		)	(3,449		)	—		(480		)	5,734			1,438
Other liabilities	—			—			—		(29		)	—			(29		)
Total liabilities assumed	(367		)	(3,449		)	—		(509		)	5,734			1,409
Net assets acquired	$	22,833		$	26,376		$	15,710	$	30,790		$	21,353		$	117,062

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 March 31,
(in thousands, except per share data)	2019		2018
Total revenues	$	624,219	$	512,730
Income before income taxes	$	149,863	$	121,469
Net income	$	114,926	$	93,150
Net income per share:
Basic	$	0.41	$	0.34
Diluted	$	0.41	$	0.33
Weighted average number of shares outstanding:
Basic	272,679		270,172
Diluted	275,014		275,714

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, 2019 and 2018, were as follows:



	Three months ended March 31,
(in thousands)	2019			2018
Balance as of the beginning of the period	$	89,924		$	36,175
Additions to estimated acquisition earn-out payables	18,155			4,524
Payments for estimated acquisition earn-out payables	(579		)	(2,565		)
Subtotal	107,500			38,134
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	50			2,062
Interest expense accretion	1,160			404
Net change in earnings from estimated acquisition earn-out payables	1,210			2,466
Balance as of March 31,	$	108,710		$	40,600