Business Combinations (Tables)

9 Months Ended

Sep. 30, 2016

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. The purchase price allocation for Social Security Advocates for the Disabled ("SSAD") and Morstan General Agency, Inc. ("Morstan") are provisional as they are based on initial valuations. The primary areas of the preliminary purchase price allocations for SSAD and Morstan that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, assets and liabilities related to income taxes and residual goodwill. 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. With the Company's adoption of ASU No. 2015-16 in the first fiscal quarter of 2016, these adjustments will be made in the period in which the amounts are determined and the current period income effect 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		Note Payable		Other Payable		Recorded Earn-Out Payable			Net Assets Acquired		Maximum Potential Earn- Out Payable
Social Security Advocates for the Disabled (SSAD)	Services	February 1, 2016	$	32,526	$	492	$	—	$	971		$	33,989	$	3,000
Morstan General Agency, Inc. (Morstan)	Wholesale	June 1, 2016	66,050		—		10,200		3,091			79,341		5,000
Other	Various	Various	16,737		—		305		(234		)	16,808		5,722
Total			$	115,313	$	492	$	10,505	$	3,828		$	130,138	$	13,722

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)	SSAD			Morstan			Other			Total
Cash	$	2,094		$	—		$	—		$	2,094
Other current assets	1,042			2,482			753			4,277
Fixed assets	307			300			47			654
Goodwill	22,352			51,454			11,876			85,682
Purchased customer accounts	13,069			26,481			7,201			46,751
Non-compete agreements	72			39			84			195
Total assets acquired	38,936			80,756			19,961			139,653
Other current liabilities	(1,717		)	(1,415		)	(3,153		)	(6,285		)
Deferred income tax, net	(3,230		)	—			—			(3,230		)
Total liabilities assumed	(4,947		)	(1,415		)	(3,153		)	(9,515		)
Net assets acquired	$	33,989		$	79,341		$	16,808		$	130,138

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 September 30,				For the nine months ended September 30,
(in thousands, except per share data)	2016		2015		2016		2015
Total revenues	$	462,684	$	445,672	$	1,350,014	$	1,295,027
Income before income taxes	$	117,144	$	115,749	$	332,101	$	315,824
Net income	$	71,650	$	69,171	$	201,996	$	190,387
Net income per share:
Basic	$	0.51	$	0.49	$	1.45	$	1.35
Diluted	$	0.51	$	0.48	$	1.43	$	1.32
Weighted average number of shares outstanding:
Basic	136,461		137,684		136,002		138,181
Diluted	138,182		140,041		137,584		140,446

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 and nine months ended September 30, 2016 and 2015, were as follows:



	For the three months ended September 30,						For the nine months ended September 30,
(in thousands)	2016			2015			2016			2015
Balance as of the beginning of the period	$	73,447		$	90,113		$	78,387		$	75,283
Additions to estimated acquisition earn-out payables	1,437			2,363			3,828			29,496
Payments for estimated acquisition earn-out payables	(16,988		)	(12,899		)	(27,555		)	(26,937		)
Subtotal	57,896			79,577			54,660			77,842
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	2,883			(365		)	4,704			(30		)
Interest expense accretion	727			824			2,142			2,224
Net change in earnings from estimated acquisition earn-out payables	3,610			459			6,846			2,194
Balance as of September 30,	$	61,506		$	80,036		$	61,506		$	80,036