Business Combinations (Tables)

3 Months Ended

Mar. 31, 2013

Acquisitions Accounted for as Business Combinations

The acquisitions made in 2012 have been accounted for as business combinations and are as follows:

(in thousands)
Name	Business Segment	2012 Date of Acquisition		Cash Paid		Note Payable		Other Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services		January 9	$	397,531	$	—	$	21,391	$	3,634	$	422,556	$	5,000
Other	Various		Various		3,716		—		—		1,080		4,796		3,488
Total				$	401,247	$	—	$	21,391	$	4,714	$	427,352	$	8,488

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)	Arrowhead			Other			Total
Cash	$	62,396		$	—		$	62,396
Other current assets		66,828			110			66,938
Fixed assets		4,743			25			4,768
Goodwill		320,145			2,899			323,044
Purchased customer accounts		100,072			1,828			101,900
Non-compete agreements		100			54			154
Other assets		41			—			41
Total assets acquired		554,325			4,916			559,241
Other current liabilities		(105,118	)		(120	)		(105,238	)
Deferred income taxes, net		(26,651	)		—			(26,651	)
Total liabilities assumed		(131,769	)		(120	)		(131,889	)
Net assets acquired	$	422,556		$	4,796		$	427,352

Results of Operations

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 three months ended March 31,
(in thousands, except per share data)	2012		2011
Total revenues	$	304,916	$	289,935
Income before income taxes	$	83,481	$	84,178
Net income	$	49,846	$	50,826
Net income per share:
Basic	$	0.35	$	0.36
Diluted	$	0.34	$	0.35
Weighted average number of shares outstanding:
Basic		139,001		138,351
Diluted		141,500		140,648

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, 2013 and 2012, were as follows:

	For the three months ended March 31,
(in thousands)	2013			2012
Balance as of the beginning of the period	$	52,987		$	47,715
Additions to estimated acquisition earn-out payables		(721	)		4,714
Payments for estimated acquisition earn-out payables		(4,319	)		(133	)
Subtotal		47,947			52,296
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		997			(970	)
Interest expense accretion		525			582
Net change in earnings from estimated acquisition earn-out payables		1,522			(388	)
Balance as of March 31	$	49,469		$	51,908

Adjustments To Aggregate Purchase Price Allocations[Member]

Acquisitions Accounted for as Business Combinations

The following table summarizes the adjustments made to the aggregate purchase price allocations as of the date of each acquisition:

(in thousands)
Name	Business Segment	2012 Date of Acquisition		Cash Paid		Other Payable			Recorded Earn-out Payable			Net Assets Acquired
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services		January 9	$	—	$	(454	)	$	—		$	(454	)
Insurcorp & GGM Investments LLC	Retail		May 1		—		—			(834	)		(834	)
Richard W. Endlar Insurance Agency, Inc.	Retail		May 1		—		—			220			220
Texas Security General Insurance Agency, Inc.	Wholesale/ Brokerage		Sept 1		—		—			(107	)		(107	)
Other	Various		Various		61		—			—			61
Total				$	61	$	(454	)	$	(721	)	$	(1,114	)

Adjustments made to estimated fair value of assets and liabilities acquired [Member]

Estimated Fair Values of Aggregate Assets and Liabilities Acquired

The following table summarizes the adjustments made to the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition:

(in thousands)	Arrowhead			Insurcorp			Endlar		Texas Security			Other			Total
Other current assets	$	—		$	—		$	—	$	25		$	1,419		$	1,444
Goodwill		(454	)		(566	)		216		(843	)		(1,214	)		(2,861	)
Purchased customer accounts		—			(268	)		4		708			(98	)		346
Total assets acquired		(454	)		(834	)		220		(110	)		107			(1,071	)
Other current liabilities		—			—			—		3			(46	)		(43	)
Net assets acquired	$	(454	)	$	(834	)	$	220	$	(107	)	$	61		$	(1,114	)