Business Combinations (Tables)

9 Months Ended

Sep. 30, 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 eleven acquisitions was $224.1 million during the nine months ended September 30, 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 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
Piper Jordan LLC (Piper)	Retail	May 1, 2021		43,428		—		1,397		9,854			54,679		15,000
Berkshire Insurance Group, Inc. (Berkshire)	Retail	September 1, 2021		41,500		—		—		—			41,500		—
AGIS Network Inc. (AGIS) (1)	Retail	September 1, 2021		11,203		—		24,114		739			36,056		12,289
Other	Various	Various		10,602		—		2,098		(778	)		11,922		3,388
Total			$	224,141	$	4,892	$	27,609	$	25,163		$	281,805	$	61,252

(1) Amount in the "other payable" column relates to additional contingent consideration expected to be paid within 12 months.

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			Piper		Berkshire			AGIS		Other			Total
Cash	$	45,441		$	—	$	—		$	—	$	693		$	46,134
Other current assets		43,354			2,397		1,621			520		5,060			52,952
Fixed assets		544			9		9			20		4			586
Goodwill		84,649			40,019		27,563			21,888		2,539			176,658
Purchased customer accounts		40,459			12,233		12,313			13,577		7,271			85,853
Non-compete agreements		819			21		11			51		109			1,011
Other assets		135			—		—			—		259			394
Total assets acquired		215,401			54,679		41,517			36,056		15,935			363,588
Other current liabilities		(72,683	)		—		(17	)		—		(4,013	)		(76,713	)
Deferred income tax, net		(5,057	)		—		—			—		—			(5,057	)
Other liabilities		(13	)		—		—			—		—			(13	)
Total liabilities assumed		(77,753	)		—		(17	)		—		(4,013	)		(81,783	)
Net assets acquired	$	137,648		$	54,679	$	41,500		$	36,056	$	11,922		$	281,805

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 September 30,				Nine months ended September 30,
(in thousands, except per share data)	2021		2020		2021		2020
Total revenues	$	773,593	$	690,002	$	2,329,567	$	2,019,218
Income before income taxes	$	197,444	$	162,392	$	627,088	$	504,731
Net income	$	147,065	$	137,245	$	489,355	$	392,135
Net income per share:
Basic	$	0.52	$	0.48	$	1.73	$	1.38
Diluted	$	0.52	$	0.48	$	1.73	$	1.38
Weighted average number of shares outstanding:
Basic		276,215		275,515		275,840		273,803
Diluted		277,553		276,933		277,146		275,338

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 nine months ended September 30, 2021 and 2020, were as follows:

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2021			2020			2021			2020
Balance as of the beginning of the period	$	242,016		$	218,467		$	258,943		$	161,513
Additions to estimated acquisition earn-out payables		79			22,091			25,163			96,845
Payments for estimated acquisition earn-out payables		(1,913	)		(3,580	)		(41,862	)		(11,058	)
Subtotal		240,182			236,978			242,244			247,300
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		21,855			13,433			15,814			(516	)
Interest expense accretion		1,283			1,885			4,829			5,512
Net change in earnings from estimated acquisition    earn-out payables		23,138			15,318			20,643			4,996
Foreign currency translation adjustments during the year		(406	)		—			27			—
Balance as of September 30,	$	262,914		$	252,296		$	262,914		$	252,296