Business Combinations (Tables)

3 Months Ended

Mar. 31, 2014

2014 Acquisitions [Member]

Acquisitions Accounted for as Business Combinations

The following table summarizes the aggregate purchase price allocations made as of the date of acquisition for the current-year acquisition and adjustments made during the measurement period for prior-year acquisitions:

(in thousands)
Name	Business Segment	Date of Acquisition	Cash Paid		Recorded Earn-out Payable		Net Assets Acquired
Acquisition	Retail	Various	$	1,013	$	280	$	1,293

Estimated Fair Values of Aggregate Assets and Liabilities Acquired

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

(in thousands)
Other current assets	$	384
Fixed assets		4
Goodwill		318
Purchased customer accounts		607
Non-compete agreements		11
Total assets acquired		1,324
Other current liabilities		(31	)
Net assets acquired	$	1,293

Results of Operations

These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisition actually been made at the beginning of the respective periods.

(UNAUDITED)	For the three months ended March 31,
(in thousands, except per share data)	2014		2013
Total revenues	$	363,739	$	335,253
Income before income taxes	$	86,883	$	99,566
Net income	$	52,443	$	60,176
Net income per share:
Basic	$	0.36	$	0.42
Diluted	$	0.36	$	0.41
Weighted average number of shares outstanding:
Basic		141,610		140,796
Diluted		143,309		142,947

2013 Acquisitions [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	)

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	)

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, 2014 and 2013, were as follows:

	For the three months ended March 31,
(in thousands)	2014			2013
Balance as of the beginning of the period	$	43,058		$	52,987
Additions to estimated acquisition earn-out payables		280			(721	)
Payments for estimated acquisition earn-out payables		(615	)		(4,319	)
Subtotal		42,723			47,947
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		5,603			997
Interest expense accretion		480			525
Net change in earnings from estimated acquisition earn-out payables		6,083			1,522
Balance as of March 31	$	48,806		$	49,469