Business Combinations (Tables)

3 Months Ended

Mar. 31, 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 two acquisitions was $116.6 million during the three months ended March 31, 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, if any, 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
Other (1)	Various	Various		(845	)		—		(9	)		(360	)		(1,214	)		—
Total			$	116,563		$	4,892	$	(9	)	$	14,988		$	136,434		$	30,575

(1) Amount includes a foreign currency conversion adjustment for an acquisition in 2020.

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			Other			Total
Cash	$	45,441		$	693		$	46,134
Other current assets		43,433			2,771			46,204
Fixed assets		546			—			546
Goodwill		84,290			(4,366	)		79,924
Purchased customer accounts		40,459			344			40,803
Non-compete agreements		819			24			843
Other assets		42			258			300
Total assets acquired		215,030			(276	)		214,754
Other current liabilities		(72,312	)		(938	)		(73,250	)
Deferred income tax, net		(5,057	)		—			(5,057	)
Other liabilities		(13	)		—			(13	)
Total liabilities assumed		(77,382	)		(938	)		(78,320	)
Net assets acquired	$	137,648		$	(1,214	)	$	136,434

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 March 31,
(in thousands, except per share data)	2021		2020
Total revenues	$	815,305	$	706,714
Income before income taxes	$	239,217	$	206,723
Net income	$	199,752	$	153,491
Net income per share:
Basic	$	0.71	$	0.54
Diluted	$	0.70	$	0.54
Weighted average number of shares outstanding:
Basic		275,594		272,776
Diluted		276,955		274,861

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, 2021 and 2020, were as follows:

	Three months ended March 31,
(in thousands)	2021			2020
Balance as of the beginning of the period	$	258,943		$	161,513
Additions to estimated acquisition earn-out payables		14,988			13,978
Payments for estimated acquisition earn-out payables		(15,475	)		(6,814	)
Subtotal		258,456			168,677
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(2,713	)		(12,641	)
Interest expense accretion		1,823			1,684
Net change in earnings from estimated acquisition    earn-out payables		(890	)		(10,957	)
Balance as of March 31,	$	257,566		$	157,720