During the nine months ended September 30, 2020, Brown & Brown acquired the assets and assumed certain liabilities of thirteen insurance intermediaries and three books of business (customer accounts) for a total of sixteen acquisitions. Additionally, 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 nine months ended September 30, 2020, adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $3.5 million relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments in the nine months ended September 30, 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 $402.4 million during the nine months ended September 30, 2020. The Company completed sixteen acquisitions (including book of business purchases) during the nine months ended September 30, 2020. The Company completed eighteen acquisitions (including book of business purchases) during the nine months ended September 30, 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		Common Stock Issued		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	$	70,156	$	—	$	—	$	9,859	$	80,015	$	14,650
Texas All Risk General Agency, Inc. et al (Texas Risk)	Wholesale Brokerage	January 1, 2020		10,511		—		159		310		10,980		1,150
The Colonial Group, Inc. et al (Colonial)	Wholesale Brokerage	March 1, 2020		29,037		—		527		5,639		35,203		10,150
RLA Insurance Intermediaries, LLC (RLA)	Wholesale Brokerage	March 1, 2020		42,496		—		786		9,970		53,252		22,500
Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling)	Retail	April 1, 2020		19,341		—		300		2,840		22,481		5,400
LP Insurance Services, LLC (LP)	National Programs	May 1, 2020		115,948		10,000		318		42,993		169,259		75,850
First Resource, Inc. (First)	Retail	July 1, 2020		10,700		—		450		3,776		14,926		5,800
Buiten & Associates, LLC (Buiten)	Retail	August 1, 2020		38,225		—		1,175		7,448		46,848		14,175
Amity Insurance Agency, Inc. (Amity)	Retail	August 1, 2020		14,820		2,000		200		1,860		18,880		4,060
Frank E. Neal & Co., Inc. (Neal)	Retail	September 1, 2020		32,589		3,120		345		5,732		41,786		10,325
BrookStone Insurance Group, LLC (BrookStone)	Retail	September 1, 2020		12,030		—		—		1,058		13,088		1,878
Other	Various	Various		6,505		—		90		5,360		11,955		5,840
Total			$	402,358	$	15,120	$	4,350	$	96,845	$	518,673	$	171,778

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			Sterling			LP			First
Cash	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Other current assets		1,702			446			1,344			—			612			3,528			302
Fixed assets		346			27			59			54			16			1,877			1
Goodwill		63,132			8,940			25,719			51,285			14,816			115,200			9,523
Purchased customer accounts		14,286			3,222			9,393			12,875			7,196			48,633			5,095
Non-compete agreements		136			25			43			481			21			31			21
Other assets		—			—			—			—			—			—			—
Total assets acquired		79,602			12,660			36,558			64,695			22,661			169,269			14,942
Other current liabilities		413			(1,680	)		(1,355	)		(11,443	)		(180	)		(10	)		(16	)
Other liabilities		—			—			—			—			—			—
Total liabilities assumed		413			(1,680	)		(1,355	)		(11,443	)		(180	)		(10	)		(16	)
Net assets acquired	$	80,015		$	10,980		$	35,203		$	53,252		$	22,481		$	169,259		$	14,926

(in thousands)	Buiten			Amity			Neal			BrookStone			Other			Total
Cash	$	—		$	—		$	—		$	—		$	—		$	—
Other current assets		2,595			653			2,337			364			911			14,794
Fixed assets		43			58			46			23			—			2,550
Goodwill		33,641			15,454			29,203			9,031			2,689			378,633
Purchased customer accounts		11,323			5,614			13,225			3,689			5,334			139,885
Non-compete agreements		91			21			31			21			52			974
Other assets		—			—			—			—			3,088			3,088
Total assets acquired		47,693			21,800			44,842			13,128			12,074			539,924
Other current liabilities		(845	)		(2,920	)		(3,056	)		(40	)		(119	)		(21,251	)
Other liabilities		—			—			—			—			—			—
Total liabilities assumed		(845	)		(2,920	)		(3,056	)		(40	)		(119	)		(21,251	)
Net assets acquired	$	46,848		$	18,880		$	41,786		$	13,088		$	11,955		$	518,673

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 $378.6 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 $114.3 million, $178.3 million, $85.9 million and $0.1 million, respectively. Of the total goodwill of $378.6 million, the amount currently deductible for income tax purposes is $281.8 million and the remaining $96.8 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 September 30, 2020, included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2020, was $52.6 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through September 30, 2020, included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2020, was a loss of $1.2 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s estimated 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 September 30,				Nine months ended September 30,
(in thousands, except per share data)	2020		2019		2020		2019
Total revenues	$	677,161	$	648,063	$	2,010,160	$	1,900,105
Income before income taxes	$	159,607	$	160,623	$	505,799	$	449,916
Net income	$	134,891	$	122,189	$	392,964	$	341,772
Net income per share:
Basic	$	0.48	$	0.43	$	1.39	$	1.21
Diluted	$	0.47	$	0.43	$	1.38	$	1.21
Weighted average number of shares outstanding:
Basic		275,515		272,962		273,803		272,425
Diluted		276,933		275,075		275,338		274,529

As of September 30, 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 nine months ended September 30, 2020 and 2019, were as follows:

	Three months ended September 30,						Nine months ended September 30,
(in thousands)	2020			2019			2020			2019
Balance as of the beginning of the period	$	218,467		$	104,976		$	161,513		$	89,924
Additions to estimated acquisition earn-out payables		22,091			47,498			96,845			71,464
Payments for estimated acquisition earn-out payables		(3,580	)		(601	)		(11,058	)		(7,865	)
Subtotal		236,978			151,873			247,300			153,523
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		13,433			(6,573	)		(516	)		(10,873	)
Interest expense accretion		1,885			1,303			5,512			3,953
Net change in earnings from estimated acquisition earn-out payables		15,318			(5,270	)		4,996			(6,920	)
Balance as of September 30,	$	252,296		$	146,603		$	252,296		$	146,603

Of the $252.3 million estimated acquisition earn-out payables as of September 30, 2020, $51.9 million was recorded as accounts payable and $200.4 million was recorded as other non-current liabilities. As of September 30, 2020, the maximum future acquisition contingency payments related to all acquisitions was $480.2 million, inclusive of the $252.3 million estimated acquisition earn-out payables as of September 30, 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 nine months ended September 30, 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.

On July 27, 2020, the Company, The Hays Group, Inc., and certain of their affiliates entered into an amendment to the asset purchase agreement, dated as of October 22, 2018. Pursuant to the amendment, the parties agreed, among other things, that (i) based on the financial performance of the acquired business from the period from January 1, 2019 through June 30, 2020, the acquired business has achieved sufficient average annual EBITDA that the calculated earn-out payments will exceed the maximum earn-out payments amount of $25.0 million, (ii) the maximum earn-out payments of $25.0 million were deemed to have been achieved as of the date of the amendment, and (iii) the earn-out payments of $25.0 million will be paid in accordance with the asset purchase agreement in the first quarter of calendar year 2022. The amendment will not have an any impact on the Company’s financial statements, as the estimated acquisition earn-out payable as of June 30, 2020 had already been recorded at the present value of the maximum amount of $25.0 million.