Business Acquisitions and Dispositions

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Business Acquisitions and Dispositions

Business Acquisitions

The values of certain assets and liabilities acquired in acquisitions are preliminary in nature, and are subject to adjustment as additional information is obtained, including, but not limited to, valuation of separately identifiable intangibles, fixed assets, deferred taxes and loss reserves. The valuations will be finalized within 12 months of the close of the acquisition. When the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in adjustments to separately identifiable intangible assets and goodwill. A change to the acquisition date value of the identifiable net assets during the measurement period (up to one year from the acquisition date) affects the amount of the purchase price allocated to goodwill. Changes to the purchase price allocation are adjusted retrospectively in the consolidated financial results.

During the three months ended March 31, 2012, the Company received the final valuation studies for identifiable intangible assets to determine the final valuation for the 2011 acquisition of eReinsure. In addition during both the three months ended March 31, 2012 and June 30, 2012, the Company made preliminary valuation adjustments for the 2011 acquisition of PBG. Accordingly, the Consolidated Balance Sheet at December 31, 2011 has been retrospectively adjusted to include the effect of the measurement period adjustments as required under ASC 805, Business Combinations, ("ASC 805"). Please see the notes, "Goodwill" and "Other Intangible Assets" for more information on the retrospective measurement period adjustments made in 2012.

The following table presents assets acquired, liabilities assumed and goodwill recorded for the 2011 acquisition of eReinsure and PBG based on their fair values as of the respective acquisition date and the effects of the measurement period adjustments recorded in 2012, as discussed above:

	eReinsure			PBG
ASSETS:
Cash	$	3,694		$	38
Investments	1,212			—
Other receivables	1,828			62
Property and equipment, net	142			94
Other intangible assets, net	13,908			3,650
Other assets	54			22
LIABILITIES:
Accrued expenses and accounts payable	(2,801		)	(235		)
Commissions payable	—			(60		)
Deferred revenue	(835		)	—
Net deferred tax liability (1)	(1,783		)	—
Net assets acquired	15,419			3,571
Purchase consideration (2)	38,931			7,607
Goodwill	$	23,512		$	4,036

(1) - The PBG acquisition was treated an asset purchase for tax purposes; therefore, there is no deferred tax liability as of the acquisition date.

(2) - Reflects a purchase price reduction of $0.3 million for the final eReinsure working capital adjustments.