Business Combinations (Tables)

6 Months Ended

Jun. 30, 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 significant 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	20,706		—		2,750		23,456		9,162
Bellingham Underwriters, Inc.	National Programs	May 1, 2015	9,007		500		3,322		12,829		4,400
Fitness Insurance, LLC	Retail	June 1, 2015	9,455		—		2,386		11,841		3,500
Strategic Benefit Advisors, Inc.	Retail	June 1, 2015	49,600		400		14,441		64,441		26,000
Other	Various	Various	4,288		5		2,799		7,092		2,892
Total			$	105,056	$	905	$	27,134	$	133,095	$	49,704

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. The data included in the ‘Other’ column shows a negative adjustment for purchased customer accounts. This is driven mainly by the final valuation adjustment for the Wright acquisition.



(in thousands)	Liberty			Spain Agency, Inc.			Bellingham Underwriters, Inc.			Fitness Insurance, LLC		Strategic Benefit Advisors, Inc.		Other			Total
Other current assets	$	2,486		$	—		$	—		$	—	$	—	$	170		$	2,656
Fixed assets	40			50			25			17		41		19			192
Goodwill	8,682			16,169			9,608			8,084		46,677		12,289			101,509
Purchased customer accounts	4,289			7,430			3,223			3,740		17,702		(5,218		)	31,166
Non-compete agreements	24			21			21			—		21		77			164
Total assets acquired	15,521			23,670			12,877			11,841		64,441		7,337			135,687
Other current liabilities	(42		)	(214		)	(48		)	—		—		(3,456		)	(3,760		)
Deferred income tax, net	—			—			—			—		—		2,576			2,576
Other liabilities	(2,043		)	—			—			—		—		635			(1,408		)
Total liabilities assumed	(2,085		)	(214		)	(48		)	—		—		(245		)	(2,592		)
Net assets acquired	$	13,436		$	23,456		$	12,829		$	11,841	$	64,441	$	7,092		$	133,095

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 June 30,				For the six months ended June 30,
(in thousands, except per share data)	2015		2014		2015		2014
Total revenues	$	422,543	$	407,222	$	834,285	$	779,257
Income before income taxes	$	102,009	$	104,775	$	198,277	$	194,274
Net income	$	61,667	$	63,572	$	120,128	$	117,594
Net income per share:
Basic	$	0.44	$	0.44	$	0.85	$	0.81
Diluted	$	0.43	$	0.43	$	0.83	$	0.80
Weighted average number of shares outstanding:
Basic	137,518		141,250		138,434		141,428
Diluted	139,828		143,032		140,647		143,169

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 six months ended June 30, 2015 and 2014, were as follows:



	For the three months ended June 30,						For the six months ended June 30,
(in thousands)	2015			2014			2015			2014
Balance as of the beginning of the period	$	77,709		$	48,806		$	75,283		$	43,058
Additions to estimated acquisition earn-out payables	21,480			14,527			27,134			14,807
Payments for estimated acquisition earn-out payables	(9,448		)	(10,814		)	(14,039		)	(11,429		)
Subtotal	89,741			52,519			88,378			46,436
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables	(342		)	(375		)	334			5,228
Interest expense accretion	714			552			1,401			1,032
Net change in earnings from estimated acquisition earn-out payables	372			177			1,735			6,260
Balance as of June 30	$	90,113		$	52,696		$	90,113		$	52,696