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Business Combinations (Tables)
3 Months Ended
Mar. 31, 2023
Business Combinations [Abstract]  
Estimated Fair Values of Aggregate Assets and Liabilities Acquired

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired through the three months ended March 31, 2023 as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.

 

 

 

Three months ended March 31, 2023

 

(in millions)

 

Other (1)

 

 

Total

 

Cash paid

 

$

44.7

 

 

$

44.7

 

Other payable

 

 

0.2

 

 

 

0.2

 

Recorded earn-out payable

 

 

19.6

 

 

 

19.6

 

Total consideration

 

 

64.5

 

 

 

64.5

 

Maximum potential earn-out payable

 

 

21.1

 

 

 

21.1

 

Allocation of purchase price:

 

 

 

 

Cash and equivalents

 

 

3.3

 

 

 

3.3

 

Fiduciary cash

 

 

3.8

 

 

 

3.8

 

Fiduciary receivables

 

 

3.3

 

 

 

3.3

 

Other current assets

 

 

2.6

 

 

 

2.6

 

Fixed assets

 

 

0.2

 

 

 

0.2

 

Goodwill

 

 

23.0

 

 

 

23.0

 

Purchased customer accounts and other

 

 

16.6

 

 

 

16.6

 

Other assets

 

 

0.2

 

 

 

0.2

 

Total assets acquired

 

 

53.0

 

 

 

53.0

 

Fiduciary liabilities

 

 

(7.1

)

 

 

(7.1

)

Other current liabilities

 

 

(3.8

)

 

 

(3.8

)

Deferred income tax, net (2)

 

 

23.9

 

 

 

23.9

 

Other long-term liabilities

 

 

(1.5

)

 

 

(1.5

)

Total liabilities assumed

 

 

11.5

 

 

 

11.5

 

Net assets acquired

 

$

64.5

 

 

$

64.5

 

(1)
The other column represents current year acquisitions with total net assets acquired of less than $50.0 million and adjustments from prior year acquisitions that were made within the permitted measurement period.
(2)
The Company has revised the provisional amounts in the measurement period for items for which the accounting was incomplete. Additional time was needed to obtain the information necessary, present at the date of the acquisition, to recognize and measure all the items exchanged related to the acquisition of Orchid Underwriters Agency and CrossCover Insurance Services.
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, 2023 and 2022, were as follows:

 

 

 

Three months ended March 31,

 

(in millions)

 

2023

 

 

2022

 

Balance as of the beginning of the period

 

$

251.6

 

 

$

291.0

 

Additions to estimated acquisition earn-out payables

 

 

19.6

 

 

 

10.8

 

Payments for estimated acquisition earn-out payables

 

 

(16.1

)

 

 

(46.9

)

Subtotal

 

 

255.1

 

 

 

254.9

 

Net change in earnings from estimated acquisition earn-out payables:

 

 

 

 

 

 

Change in fair value on estimated acquisition earn-out payables

 

 

(4.2

)

 

 

(4.8

)

Interest expense accretion

 

 

1.9

 

 

 

1.4

 

Net change in earnings from estimated acquisition
   earn-out payables

 

 

(2.3

)

 

 

(3.4

)

Foreign currency translation adjustments during the year

 

 

1.4

 

 

 

(0.6

)

Balance as of March 31,

 

$

254.2

 

 

$

250.9

 

Unaudited Proforma 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)

 

Three months ended March 31,

 

(in millions, except per share data)

 

2023

 

 

2022

 

Total revenues

 

$

1,116.3

 

 

$

907.7

 

Income before income taxes

 

$

294.3

 

 

$

265.8

 

Net income

 

$

235.6

 

 

$

221.0

 

Net income per share:

 

 

 

 

 

 

Basic

 

$

0.83

 

 

$

0.78

 

Diluted

 

$

0.83

 

 

$

0.78

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

Basic

 

 

278.6

 

 

 

277.1

 

Diluted

 

 

279.4

 

 

 

278.6