Divestitures

Discontinued Operations

On December 31, 2013, the Company completed the sale of all of the issued and outstanding stock of its subsidiaries Bliss and Glennon and eReinsure, to AmWINS Holdings, LLC, a North Carolina limited liability company ("AmWINS") (collectively, the "Disposition"), pursuant to the terms of the Stock Purchase Agreement (the "Purchase Agreement"), dated December 2, 2013.

The Company received net cash proceeds of $81.8 million for the Disposition, representing gross proceeds of $83.5 million less $1.0 million in transaction fees paid at the time of closing and $0.7 million of cash held by the disposed entities. The proceeds are subject to certain purchase price adjustments as set forth in the Purchase Agreement to reflect fluctuations in working capital, including adjustments for any receivable balances as of the disposition date not collected within one year. During the three months ended September 30, 2014, the Company recorded a purchase price adjustment, net of tax, of $42.0 thousand for the settlement of certain components of working capital (excluding receivable and income tax balances), which is recorded on the Consolidated Statements of Income as a Loss on sale of discontinued operations - net of tax.

As a result of the Disposition, the Company no longer operates in the businesses of wholesale insurance brokerage and selling or licensing of a computerized system or platform for the negotiation and/or placement of facultative reinsurance. As of and after December 31, 2013, the Company does not beneficially own the disposed businesses and will no longer consolidate Bliss and Glennon or eReinsure into its financial results. The historical financial results of the disposed businesses for periods prior to the Disposition are presented in the Company's Consolidated Statements of Income as income from discontinued operations - net of tax. The Company allocated interest expense to the discontinued operations based on the anticipated net proceeds that would have been applied to the repayment of the credit facilities outstanding at the respective time, multiplied by the respective interest rate of the credit facilities at the respective time.

The following table presents the assets and liabilities of the discontinued operations included on the Consolidated Balance Sheets:



	At
	September 30, 2014		December 31, 2013
Assets:
Other receivables	$	—	$	791
Assets of discontinued operations	$	—	$	791

Liabilities:
Accrued expenses, accounts payable and other liabilities	$	860	$	2,708
Income taxes payable	—		5,895
Liabilities of discontinued operations	$	860	$	8,603

The following table presents the amounts related to the Company's discontinued operations in the Consolidated Statements of Income for the following periods:



	For the Three Months Ended		For the Nine Months Ended
	September 30, 2013		September 30, 2013
Income from discontinued operations:
Revenues:
Brokerage commissions and fees	$	8,787	$	28,409
Net investment income	6		18
Other income	14		30
Total revenues	8,807		28,457

Expenses:
Personnel costs	5,105		15,240
Other operating expenses	1,475		4,363
Depreciation and amortization	151		454
Amortization of intangibles	481		1,442
Interest expense	578		1,767
Total expenses	7,790		23,266
Income from discontinued operations before income taxes	1,017		5,191
Income taxes - discontinued operations	416		2,121
Income from discontinued operations - net of tax	$	601	$	3,070