During the year ended December 31, 2021, the Company acquired the assets and assumed certain liabilities of 13 insurance intermediaries, all of the share capital of 1 insurance intermediary, all the stock of 2 insurance intermediaries, and 3 books of businesses (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC Topic 805 - Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. The recorded purchase price for all acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Consolidated Statement of Income when incurred.

The fair value of earn-out obligations is based upon the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecast earn-out payments will be made.

Based upon the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the year ended December 31, 2021, adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $0.5 million relating to the assumption of certain liabilities on acquisitions completed in 2020. These measurement period adjustments have been reflected as current period adjustments for the year ended December 31, 2021. The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period.

Gross cash paid for acquisitions was $424.6 million and $722.5 million in the years ended December 31, 2021 and 2020, respectively. We completed 19 acquisitions (including book of business purchases) during the year ended December 31, 2021. We completed 25 acquisitions (including book of business purchases) during the year ended December 31, 2020.

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. 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
Winston Financial Services, Inc. (Winston)	Retail	October 1, 2021		79,461		5,000		7,724		16,427		108,612		29,000
Remedy Analytics, Inc. (Remedy)	Retail	October 1, 2021		40,762		—		473		7,364		48,599		25,000
Heacock Insurance Group, LLC (Heacock)	Retail	October 1, 2021		18,248		—		455		1,900		20,603		6,000
Corporate Insurance Advisors, L.L.C. (CIA)	Retail	December 1, 2021		15,314		—		181		6,542		22,037		14,000
Rainmaker Advisory, LLC (Rainmaker)	Retail	December 1, 2021		14,174		—		776		5,937		20,887		10,000
HARCO Insurance Services, Inc. (HARCO)	Retail	December 31, 2021		24,266		—		1,000		4,423		29,689		7,350
Other	Various	Various		18,849		—		3,066		7,227		29,142		13,118
Total			$	424,613	$	9,892	$	39,186	$	75,761	$	549,452	$	162,332

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

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		Winston			Remedy
Cash	$	45,441		$	—	$	—		$	—	$	5,024		$	6,675
Other current assets		43,350			2,397		1,621			13,693		7,527			1,786
Fixed assets		544			9		9			20		1,185			151
Goodwill		84,619			40,019		27,059			8,715		74,441			33,255
Purchased customer accounts		40,459			12,233		12,313			13,577		25,006			13,697
Non-compete agreements		819			21		11			51		872			508
Other assets		135		—			504			—		27			1,354
Total assets acquired		215,367			54,679		41,517			36,056		114,082			57,426
Other current liabilities		(72,649	)		—		(17	)		—		(5,470	)		(5,233	)
Deferred income tax, net		(5,057	)		—		—			—		—			(3,594	)
Other liabilities		(13	)	—		—			—		—				—
Total liabilities assumed		(77,719	)		—		(17	)		—		(5,470	)		(8,827	)
Net assets acquired	$	137,648		$	54,679	$	41,500		$	36,056	$	108,612		$	48,599


(in thousands)	Heacock			CIA			Rainmaker		HARCO			Other			Total
Cash	$	—		$	—		$	—	$	—		$	692		$	57,832
Other current assets		738			32			—		737			5,060			76,941
Fixed assets		39			11			8		63			14			2,053
Goodwill		13,910			17,310			15,029		20,609			15,007			349,973
Purchased customer accounts		5,800			4,781			5,838		8,183			11,735			153,622
Non-compete agreements		31			11			12		32			150			2,518
Other assets		382			278		—			493			259			3,432
Total assets acquired		20,900			22,423			20,887		30,117			32,917			646,371
Other current liabilities		(297	)		(386	)		—		(428	)		(3,775	)		(88,255	)
Deferred income tax, net		—			—			—		—			—			(8,651	)
Other liabilities		—		—			—		—			—				(13	)
Total liabilities assumed		(297	)		(386	)		—		(428	)		(3,775	)		(96,919	)
Net assets acquired	$	20,603		$	22,037		$	20,887	$	29,689		$	29,142		$	549,452

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years.

Goodwill of $350.0 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, and Wholesale Brokerage Segments in the amounts of $346.0 million, ($1.3) million, and $5.3 million, respectively. Of the total goodwill of $350.0 million, the amount currently deductible for income tax purposes is $179.1 million, $117.9 million is non-deductible related to the O'Leary and Remedy acquisitions and the remaining $53.0 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2021, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2021 included in the Consolidated Statement of Income for the year ended December 31, 2021 were $63.8 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2021 included in the Consolidated Statement of Income for the year ended December 31, 2021 was a loss of $10.6 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. 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.

During the year ended December 31, 2020, the Company acquired the assets and assumed certain liabilities of 20 insurance intermediaries, all the stock of 1 F&I administrative services company and 4 book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables.

For the year ended December 31, 2020, several adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $3.5 million, relating to the assumption of certain liabilities.

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		Common stock issued		Other payable		Recorded earn-out payable		Net assets acquired		Maximum potential earn- out payable
Special Risk Insurance Managers Ltd. (Special Risk)	National Programs	January 1, 2020	$	70,156	$	—	$	—	$	9,859	$	80,015	$	14,650
Texas All Risk General Agency, Inc. et al (Texas Risk)	Wholesale Brokerage	January 1, 2020		10,511		—		159		310		10,980		1,150
The Colonial Group, Inc. et al (Colonial)	Wholesale Brokerage	March 1, 2020		29,037		—		527		7,577		37,141		10,150
RLA Insurance Intermediaries, LLC (RLA)	Wholesale Brokerage	March 1, 2020		42,496		—		786		11,687		54,969		22,500
Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling)	Retail	April 1, 2020		19,341		—		300		4,129		23,770		5,400
LP Insurance Services, LLC (LP)	National Programs	May 1, 2020		115,948		10,000		318		23,394		149,660		75,850
First Resource, Inc. (First)	Retail	July 1, 2020		10,700		—		450		3,776		14,926		5,800
Buiten & Associates, LLC (Buiten)	Retail	August 1, 2020		38,225		—		1,175		7,448		46,848		14,175
Amity Insurance, Inc. (Amity)	Retail	August 1, 2020		14,820		2,000		200		1,860		18,880		4,060
Frank E. Neal & Co., Inc. (Neal)	Retail	September 1, 2020		32,589		3,120		345		5,732		41,786		10,325
BrookStone Insurance Group, LLC (BrookStone)	Retail	September 1, 2020		12,030		—		—		1,058		13,088		1,878
VAS GenPar, LLC (VAS)	Retail	October 1, 2020		114,249		15,000		—		23,274		152,523		48,000
Bright & Associates, Inc. (Bright)	Retail	October 1, 2020		12,528		—		1,257		3,854		17,639		5,775
J.E. Brown & Associates Insurance Services, Inc. (J.E. Brown)	Wholesale Brokerage	October 1, 2020		33,331		—		1,030		5,947		40,308		10,425
CoverHound, Inc. and CyberPolicy, Inc. (CoverHound)	Retail	November 1, 2020		27,595		—		600		—		28,195		—
MAJ Companies, Ltd. (MAJ)	Retail	December 1, 2020		19,072		—		300		2,006		21,378		6,475
South & Western General Agency, Inc. (South & Western)	Wholesale Brokerage	December 1, 2020		69,673		—		1,193		7,294		78,160		18,000
Berry Insurance Group, Inc. (Berry)	Retail	December 31, 2020		35,326		—		—		3,694		39,020		6,500
Other	Various	Various		14,888		—		490		8,498		23,876		12,337
Total			$	722,515	$	30,120	$	9,130	$	131,397	$	893,162	$	273,450


(in thousands)	Special Risk			Texas Risk			Colonial			RLA			Sterling			LP			First			Buiten			Amity			Neal
Cash	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Other current assets		2,477			446			1,344		—				612			3,162			302			2,595			653			2,337
Fixed assets		345			27			59			55			16			1,877			1			43			58			46
Goodwill		63,087			8,940			27,845			53,567			17,339			99,983			9,523			33,641			15,454			28,929
Purchased customer accounts		14,286			3,222			9,205			12,309			5,962			44,801			5,095			11,323			5,614			13,225
Non-compete agreements		136			25			43			481			21			31			21			91			21			31
Other assets	—			—			—			—			—			—			—			—			—				274
Total assets acquired		80,331			12,660			38,496			66,412			23,950			149,854			14,942			47,693			21,800			44,842
Other current liabilities		(316	)		(1,680	)		(1,355	)		(11,443	)		(180	)		(10	)		(16	)		(845	)		(2,920	)		(3,056	)
Other liabilities	—			—			—			—			—				(184	)		—		—			—			—
Total liabilities assumed		(316	)		(1,680	)		(1,355	)		(11,443	)		(180	)		(194	)		(16	)		(845	)		(2,920	)		(3,056	)
Net assets acquired	$	80,015		$	10,980		$	37,141		$	54,969		$	23,770		$	149,660		$	14,926		$	46,848		$	18,880		$	41,786


(in thousands)	Brook Stone			VAS			Bright			J.E. Brown			Cover Hound			MAJ			South & Western			Berry			Other			Total
Cash	$	—		$	27,673		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	27,673
Other current assets		527			5,486			402			—			375			413			—			—			912			22,043
Fixed assets		22			138			23			32			6,441			—			149			30			25			9,387
Goodwill		8,585			100,826			12,218			31,476			19,524			13,003			63,128			29,702			11,325			648,095
Purchased customer accounts		3,689			48,188			5,055			9,479			3,678			8,034			18,513			9,701			8,582			239,961
Non-compete agreements		21			101			42			41			—			11			21			11			64			1,213
Other assets		290			—			—			—			—			—			—			—			3,088			3,652
Total assets acquired		13,134			182,412			17,740			41,028			30,018			21,461			81,811			39,444			23,996			952,024
Other current liabilities		(46	)		(3,760	)		(101	)		(720	)		(1,823	)		(83	)		(3,651	)		(424	)		(120	)		(32,549	)
Other liabilities	—				(26,129	)		—			—			—			—			—			—			—			(26,313	)
Total liabilities assumed		(46	)		(29,889	)		(101	)		(720	)		(1,823	)		(83	)		(3,651	)		(424	)		(120	)		(58,862	)
Net assets acquired	$	13,088		$	152,523		$	17,639		$	40,308		$	28,195		$	21,378		$	78,160		$	39,020		$	23,876		$	893,162

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years.

Goodwill of $648.1 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $300.0 million, $163.1 million, $185.0 million and $0.1 million, respectively. Of the total goodwill of $648.1 million, the amount currently deductible for income tax purposes is $516.7 million and the remaining $131.4 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2020, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2020 included in the Consolidated Statement of Income for the year ended December 31, 2020 were $93.9 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2020 included in the Consolidated Statement of Income for the year ended December 31, 2020 was $7.5 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of

operations would be as shown in the following table. 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.

During the year ended December 31, 2019, the Company acquired the assets and assumed certain liabilities of 22 insurance intermediaries, all the stock of 1 insurance intermediary and 4 book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables.

For the year ended December 31, 2019, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $4.1 million, relating to the assumption of certain liabilities.


(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
Smith Insurance Associates, Inc. (Smith)	Retail	February 1, 2019	$	20,129	$	—	$	0	$	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
AGA Enterprises, LLC d/b/a Cossio Insurance Agency (Cossio)	Retail	March 1, 2019		13,990		—		10		696		14,696		2,000
Medval, LLC (Medval)	Services	March 1, 2019		29,106		—		100		1,684		30,890		2,500
United Development Systems, Inc. (United)	Retail	May 1, 2019		18,987		—		388		3,268		22,643		8,625
Twinbrook Insurance Brokerage, Inc. (Twinbrook)	Retail	June 1, 2019		26,251		—		400		1,565		28,216		5,073
Innovative Risk Solutions, Inc. (IRS)	Retail	July 1, 2019		26,435		—		2,465		6,109		35,009		9,000
WBR Insurance Agency, LLC et al (WBR)	Retail	August 1, 2019		10,667		—		203		2,197		13,067		4,575
West Ridge Insurance Agency, Inc. d/b/a Yozell Associates (Yozell)	Retail	August 1, 2019		13,030		—		470		768		14,268		6,730
CKP Insurance, LLC (CKP)	Retail	August 1, 2019		89,190		20,000		4,000		38,093		151,283		76,500
Poole Professional Ltd. Insurance Agents and Brokers et al (Poole)	Retail	October 1, 2019		32,358		—		75		4,556		36,989		6,850
VerHagen Glendenning & Walker LLP (VGW)	Retail	October 1, 2019		23,032		—		1,498		2,385		26,915		8,170
Other	Various	Various		36,665		—		2,391		9,026		48,082		14,454
Total			$	356,260	$	20,000	$	12,135	$	82,872	$	471,267	$	162,023

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition.


(in thousands)	Smith			Pipino			Cossio			Medval			United			Twinbrook			IRS			WBR			Yozell		CKP
Cash	$	—		$	—		$	—		$	3,217		$	—		$	—		$	—		$	—		$	—	$	—
Other current assets		680			819			236			1,708			477			919			1,375			449			1,781		9,170
Fixed assets		39			112			29			50			20			85			11			10			12		193
Goodwill		16,042			16,765			10,010			19,108			15,111			18,935			24,938			9,096			8,904		110,495
Purchased customer accounts		6,500			11,360			4,403			7,300			7,065			8,557			8,800			4,022			3,550		32,274
Non-compete agreements		41			11			21			1			11			12			11			34			21		21
Other assets		—			772			—			15			—			—			—			—			—		—
Total assets acquired		23,302			29,839			14,699			31,399			22,684			28,508			35,135			13,611			14,268		152,153
Other current liabilities		(469	)		(3,463	)		(3	)		(480	)		(41	)		(292	)		(126	)		(166	)		—		(870	)
Deferred income tax, net		—			—			—			(29	)		—			—			—			(378	)		—		—
Total liabilities assumed		(469	)		(3,463	)		(3	)		(509	)		(41	)		(292	)		(126	)		(544	)		—		(870	)
Net assets acquired	$	22,833		$	26,376		$	14,696		$	30,890		$	22,643		$	28,216		$	35,009		$	13,067		$	14,268	$	151,283


(in thousands)	Poole			VGW			Other			Total
Cash	$	—		$	—		$	—		$	3,217
Other current assets		938			1,190			(6,786	)		12,956
Fixed assets		4			20			(130	)		455
Goodwill		28,233			16,595			34,314			328,546
Purchased customer accounts		10,359			9,092			15,020			128,302
Non-compete agreements		33			34			161			412
Other assets		—			—			(732	)		55
Total assets acquired		39,567			26,931			41,847			473,943
Other current liabilities		(2,578	)		(16	)		6,235			(2,269	)
Other liabilities		—			—			—			(407	)
Total liabilities assumed		(2,578	)		(16	)		6,235			(2,676	)
Net assets acquired	$	36,989		$	26,915		$	48,082		$	471,267

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years.

Goodwill of $328.5 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $302.6 million, $0.1 million, $6.5 million and $19.3 million, respectively. Of the total goodwill of $328.5 million, $245.6 million is currently deductible for income tax purposes. The remaining $82.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2019, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2019 included in the Consolidated Statement of Income for the year ended December 31, 2019 were $49.1 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2019 included in the Consolidated Statement of Income for the year ended December 31, 2019 was $3.4 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of

As of December 31, 2021, the maximum future contingency payments related to all acquisitions totaled $484.8 million.

ASC 805 is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for acquisitions include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years.

As of December 31, 2021, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820-Fair Value Measurement. 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, 2021, 2020 and 2019 were as follows:

Of the $291.0 million of estimated acquisition earn-out payables as of December 31, 2021, $78.4 million was recorded as current liabilities within the accounts payable caption in the Company's Consolidated Balance Sheets, and $212.6 million was recorded as non-current liabilities within the other liabilities caption in the Company's Consolidated Balance Sheets. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items before the first anniversary date of the acquisition and may therefore differ from previously reported amounts. Of the $258.9 million of estimated acquisition earn-out payables as of December 31, 2020, $79.2 million was recorded as accounts payable, and $179.7 million was recorded as other liabilities. Of the $161.5 million of estimated acquisition earn-out payables as of December 31, 2019, $17.9 million was recorded as accounts payable, and $143.6 million was recorded as other liabilities.