Business Combinations (Tables)

9 Months Ended

Sep. 30, 2013

2013 Acquisitions [Member]

Acquisitions Accounted for as Business Combinations

The following table summarizes the aggregate purchase price allocations 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	Date of Acquisition	Cash Paid		Other Payable			Recorded Earn-Out Payable			Net Assets Acquired			Maximum Potential Earn- Out Payable
Arrowhead General Insurance Agency Superholding Corporation	National Programs; Services	January 9, 2012	$	—	$	(454	)	$	—		$	(454	)	$	—
Insurcorp & GGM Investments LLC	Retail	May 1, 2012		—		—			(834	)		(834	)		—
Richard W. Endlar Insurance Agency, Inc.	Retail	May 1, 2012		—		—			220			220			—
Texas Security General Insurance Agency, Inc.	Wholesale Brokerage	September 1, 2012		—		—			(107	)		(107	)		—
The Rollins Agency, Inc.	Retail	June 1, 2013		13,792		50			2,321			16,163			4,300
Beecher Carlson Holdings, Inc.	Retail; National Programs	July 1, 2013		364,643		—			—			364,643			—
Other	Various	Various		1,277		35			464			1,776			748
Total			$	379,712	$	(369	)	$	2,064		$	381,407		$	5,048

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 acquisitions and adjustments made during the measurement period for prior year acquisition:

(in thousands)	Arrowhead			Insurcorp			Endlar		Texas Security			Rollins			Beecher			Other			Total
Cash	$	—		$	—		$	—	$	—		$	—		$	40,360		$	—		$	40,360
Other current assets		—			—			—		25			393			51,330			1,528			53,276
Fixed assets		—			—			—		—			30			1,786			9			1,825
Goodwill		(454	)		(566	)		216		(843	)		12,697			267,731			(228	)		278,553
Purchased customer accounts		—			(268	)		4		708			3,878			101,565			502			106,389
Non-compete agreements		—			—			—		—			31			2,758			42			2,831
Other assets		—			—			—		—			—			—			1			1
Total assets acquired		(454	)		(834	)		220		(110	)		17,029			465,530			1,854			483,235
Other current liabilities		—			—			—		3			(866	)		(79,855	)		(78	)		(80,796	)
Deferred income taxes, net		—			—			—		—			—			(18,867	)		—			(18,867	)
Other liabilities		—			—			—		—			—			(2,165	)		—			(2,165	)
Total liabilities assumed		—			—			—		3			(866	)		(100,887	)		(78	)		(101,828	)
Net assets acquired	$	(454	)	$	(834	)	$	220	$	(107	)	$	16,163		$	364,643		$	1,776		$	381,407

Results of Operations

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)	2013		2012		2013		2012
Total revenues	$	359,310	$	333,375	$	1,080,725	$	978,275
Income before income taxes		95,455		87,038		292,743		250,428
Net income		57,749		52,771		176,881		150,317
Net income per share:
Basic	$	0.40	$	0.37	$	1.22	$	1.05
Diluted	$	0.39	$	0.36	$	1.21	$	1.03
Weighted average number of shares outstanding:
Basic		141,139		139,465		140,925		139,185
Diluted		142,789		142,097		142,476		141,769

2012 Acquisitions [Member]

Acquisitions Accounted for as Business Combinations

The following table summarizes the aggregate purchase price allocations made as of the date of each acquisition:

(in thousands)
Name	Business Segment		2012 Date of Acquisition		Cash Paid		Note Payable		Other Payable		Recorded Earn-out Payable		Net Assets Acquired		Maximum Potential Earn-out Payable
Arrowhead General Insurance Agency Superholding Corporation		National Programs; Services		January 9	$	397,531	$	—	$	22,694	$	3,634	$	423,859	$	5,000
Insurcorp & GGM Investments LLC (d/b/a Maalouf Benefit Resources)		Retail		May 1		15,500		—		900		4,944		21,344		17,000
Texas Security General Insurance Agency, Inc.		Wholesale		September 1		14,506		—		2,182		2,124		18,812		7,200
Other		Various		Various		15,938		59		—		4,353		20,350		10,235
Total					$	443,475	$	59	$	25,776	$	15,055	$	484,365	$	39,435

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)	Arrowhead			Insurcorp			Texas Security			Other			Total
Cash	$	61,786		$	—		$	—		$	—		$	61,786
Other current assets		69,051			180			1,882			524			71,637
Fixed assets		4,629			25			45			67			4,766
Goodwill		322,779			14,745			10,776			12,818			361,118
Purchased customer accounts		99,515			6,490			6,227			8,371			120,603
Non-compete agreements		100			22			14			97			233
Other assets		1			—			—			—			1
Total assets acquired		557,861			21,462			18,944			21,877			620,144
Other current liabilities		(107,579	)		(118	)		(132	)		(1,527	)		(109,356	)
Deferred income taxes, net		(26,423	)		—			—			—			(26,423	)
Total liabilities assumed		(134,002	)		(118	)		(132	)		(1,527	)		(135,779	)
Net assets acquired	$	423,859		$	21,344		$	18,812		$	20,350		$	484,365

Results of Operations

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)	2012		2011		2012		2011
Total revenues	$	304,776	$	292,599	$	907,796	$	866,115
Income before income taxes		81,998		81,785		239,286		238,144
Net income		49,715		49,699		143,630		144,021
Net income per share:
Basic	$	0.35	$	0.35	$	1.00	$	1.01
Diluted	$	0.34	$	0.34	$	0.98	$	1.00
Weighted average number of shares outstanding:
Basic		139,465		138,690		139,185		138,475
Diluted		142,097		140,443		141,769		140,120

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, 2013 and 2012, were as follows:

	For the three months ended September 30,						For the nine months ended September 30,
(in thousands)	2013			2012			2013			2012
Balance as of the beginning of the period	$	48,918		$	57,997		$	52,987		$	47,715
Additions to estimated acquisition earn-out payables		955			2,136			2,787			15,055
Payments for estimated acquisition earn-out payables		(2,518	)		(2,743	)		(10,597	)		(4,388	)
Subtotal		47,355			57,390			45,177			58,382
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(1,146	)		240			10			(1,966	)
Interest expense accretion		481			618			1,503			1,832
Net change in earnings from estimated acquisition earn-out payables		(665	)		858			1,513			(134	)
Balance as of September 30	$	46,690		$	58,248		$	46,690		$	58,248