Business Combinations (Tables)

3 Months Ended

Mar. 31, 2015

Purchase price allocation for current year acquisitions and adjustments made for prior year acquisitions

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



(in thousands)
Name	Business Segment	Effective Date of Acquisition	Cash Paid		Other Payable		Recorded Earn-Out Payable		Net Assets Acquired		Maximum Potential Earn- Out Payable
Liberty Insurance Brokers, Inc. and Affiliates (Liberty)	Retail	February 1, 2015	$	12,000	$	—	$	1,436	$	13,436	$	3,750
Spain Agency, Inc.	Retail	March 1, 2015	20,681		—		2,750		23,431		9,162
Other	Various	Various	3,514		5		1,467		4,986		2,000
Total			$	36,195	$	5	$	5,653	$	41,853	$	14,912

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)	Liberty			Spain Agency, Inc.			Other			Total
Other current assets	$	2,437		$	—		$	(445	)	$	1,992
Fixed assets	40			50			18			108
Goodwill	8,689			16,682			4,047			29,418
Purchased customer accounts	4,289			6,715			1,423			12,427
Non-compete agreements	24			21			13			58
Total assets acquired	15,479			23,468			5,056			44,003
Other current liabilities	—			(37		)	(705		)	(742		)
Other liabilities	(2,043		)	—			635			(1,408		)
Total liabilities assumed	(2,043		)	(37		)	(70		)	(2,150		)
Net assets acquired	$	13,436		$	23,431		$	4,986		$	41,853

Unaudited pro forma 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)	For the three months ended March 31,
(in thousands, except per share data)	2015		2014
Total revenues	$	406,379	$	367,131
Income before income taxes	$	94,463	$	87,913
Net income	$	57,367	$	53,064
Net income per share:
Basic	$	0.40	$	0.36
Diluted	$	0.40	$	0.36
Weighted average number of shares outstanding:
Basic	139,360		141,610
Diluted	141,487		143,309

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, 2015 and 2014, were as follows:



	For the three months ended March 31,
(in thousands)	2015			2014
Balance as of the beginning of the period	$	75,283		$	43,058
Additions to estimated acquisition earn-out payables	5,653			280
Payments for estimated acquisition earn-out payables	(4,590		)	(615		)
Subtotal	76,346			42,723
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	677			5,603
Interest expense accretion	686			480
Net change in earnings from estimated acquisition earn-out payables	1,363			6,083
Balance as of March 31, 2015	$	77,709		$	48,806