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Business Combinations
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Business Combinations

NOTE 5  Business Combinations

During the three months ended March 31, 2020, Brown & Brown acquired the assets and assumed certain liabilities of five insurance intermediaries.  Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by Accounting Standards Codification Topic 805 — Business Combinations (“ASC 805”). Such adjustments are presented in the “Other” category within the following two tables. The recorded purchase price for all acquisitions includes an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in the fair value of earn-out obligations will be recorded in the Condensed Consolidated Statements of Income when incurred.

The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made.

Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the three months ended March 31, 2020, adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $0.1 million relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments in the three months ended March 31, 2020 in accordance with the guidance in ASU 2015-16 “Business Combinations.”  The measurement period adjustments primarily impacted goodwill, with no effect on earnings or cash in the current period.

Cash paid for acquisitions was $153.3 million in the three-month period ended March 31, 2020. The Company completed five acquisitions (excluding book of business purchases) in the three-month period ended March 31, 2020. The Company completed eight acquisitions (excluding book of business purchases) in the three-month period ended March 31, 2019.

The following table summarizes the 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. 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. These adjustments are 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

 

 

Other

payable

 

 

Recorded

earn-out

payable

 

 

Net assets

acquired

 

 

Maximum

potential earn-

out payable

 

Special Risk Insurance Managers Ltd. (Special Risk)

 

National Programs

 

January 1, 2020

 

$

68,812

 

 

$

 

 

$

4,884

 

 

$

73,696

 

 

$

14,650

 

Texas All Risk General Agency, Inc. et al (Texas Risk)

 

Wholesale Brokerage

 

January 1, 2020

 

 

10,511

 

 

 

135

 

 

 

310

 

 

 

10,980

 

 

 

1,150

 

The Colonial Group, Inc. et al (Colonial)

 

Wholesale Brokerage

 

March 1, 2020

 

 

29,037

 

 

 

10

 

 

 

5,639

 

 

 

35,203

 

 

 

10,150

 

RLA Insurance Intermediaries, LLC (RLA)

 

Wholesale Brokerage

 

March 1, 2020

 

 

42,496

 

 

 

100

 

 

 

2,951

 

 

 

46,233

 

 

 

22,500

 

Other

 

Various

 

Various

 

 

2,435

 

 

 

1,291

 

 

 

194

 

 

 

2,704

 

 

 

1,140

 

Total

 

 

 

 

 

$

153,291

 

 

$

1,536

 

 

$

13,978

 

 

$

168,816

 

 

$

49,590

 

 

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition and adjustments made during the measurement period of the prior year acquisitions.

 

(in thousands)

 

Special Risk

 

 

Texas Risk

 

 

Colonial

 

 

RLA

 

 

Other

 

 

Total

 

Cash

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Other current assets

 

 

2,159

 

 

 

446

 

 

 

808

 

 

 

 

 

 

747

 

 

 

4,160

 

Fixed assets

 

 

346

 

 

 

27

 

 

 

59

 

 

 

54

 

 

 

 

 

 

486

 

Goodwill

 

 

55,607

 

 

 

8,488

 

 

 

26,030

 

 

 

44,592

 

 

 

765

 

 

 

135,482

 

Purchased customer accounts

 

 

14,897

 

 

 

3,674

 

 

 

9,393

 

 

 

12,549

 

 

 

1,279

 

 

 

41,792

 

Non-compete agreements

 

 

136

 

 

 

25

 

 

 

43

 

 

 

481

 

 

 

21

 

 

 

706

 

Other assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets acquired

 

 

73,145

 

 

 

12,660

 

 

 

36,333

 

 

 

57,676

 

 

 

2,812

 

 

 

182,626

 

Other current liabilities

 

 

551

 

 

 

(1,680

)

 

 

(1,130

)

 

 

(11,443

)

 

 

(108

)

 

 

(13,810

)

Other liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities assumed

 

 

551

 

 

 

(1,680

)

 

 

(1,130

)

 

 

(11,443

)

 

 

(108

)

 

 

(13,810

)

Net assets acquired

 

$

73,696

 

 

$

10,980

 

 

$

35,203

 

 

$

46,233

 

 

$

2,704

 

 

$

168,816

 

 

The other column represents current year acquisitions with total net assets acquired of less than $10.0 million and adjustments from prior year acquisitions that were made within the permitted measurement period.

The weighted average useful lives for the acquired amortizable intangible assets are as follows: purchased customer accounts, 15 years; and non-compete agreements, 5 years.

Goodwill of $135.5 million, which is net of any opening balance sheet adjustments within the allowable measurement period, was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $0.7 million, $55.6 million, $79.1 million and $0.1 million, respectively. Of the total goodwill of $135.5 million, the amount currently deductible for income tax purposes is $121.5 million and the remaining $14.0 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid.

For the acquisitions completed during 2020, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through March 31, 2020, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020, was $5.6 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through March 31, 2020, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020, was a loss of $0.5 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in the following table. 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 thousands, except per share data)

 

2020

 

 

2019

 

Total revenues

 

$

702,333

 

 

$

628,230

 

Income before income taxes

 

$

206,330

 

 

$

150,948

 

Net income

 

$

153,200

 

 

$

115,758

 

Net income per share:

 

 

 

 

 

 

 

 

Basic

 

$

0.54

 

 

$

0.41

 

Diluted

 

$

0.54

 

 

$

0.41

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

272,776

 

 

 

272,679

 

Diluted

 

 

274,861

 

 

 

275,014

 

 

As of March 31, 2020 and 2019, the fair values of the estimated acquisition earn-out payables were re-evaluated and measured at fair value on a recurring basis using unobservable inputs (Level 3) as defined in ASC 820- Fair Value Measurement. 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, 2020 and 2019, were as follows:

 

 

 

Three months ended

March 31,

 

(in thousands)

 

2020

 

 

2019

 

Balance as of the beginning of the period

 

$

161,513

 

 

$

89,924

 

Additions to estimated acquisition earn-out payables

 

 

13,978

 

 

 

18,155

 

Payments for estimated acquisition earn-out payables

 

 

(6,814

)

 

 

(579

)

Subtotal

 

 

168,677

 

 

 

107,500

 

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

 

 

 

 

 

 

 

 

Change in fair value on estimated acquisition earn-out payables

 

 

(12,641

)

 

 

50

 

Interest expense accretion

 

 

1,684

 

 

 

1,160

 

Net change in earnings from estimated acquisition

   earn-out payables

 

 

(10,957

)

 

 

1,210

 

Balance as of March 31,

 

$

157,720

 

 

$

108,710

 

 

Of the $157.7 million estimated acquisition earn-out payables as of March 31, 2020, $12.4 million was recorded as accounts payable and $145.3 million was recorded as other non-current liabilities. As of March 31, 2020, the maximum future acquisition contingency payments related to all acquisitions was $366.5 million, inclusive of the $157.7 million estimated acquisition earn-out payables as of March 31, 2020.  Included within the additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items within the allowable measurement period, which may therefore differ from previously reported amounts. During the three months ended March 31, 2020, the Company recorded a decrease in the estimated acquisition earn-out payables for acquisitions completed in the last three years partially as a result of the potential for lower future financial performance associated with COVID-19.