Business Combinations (Tables)

6 Months Ended

Jun. 30, 2021

Business Combinations [Abstract]

Purchase Price Allocation for Current Year Acquisitions and Adjustments Made for Prior Year Acquisitions

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. Cash paid for four acquisitions was $162.8 million during the six months ended June 30, 2021. 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
O'Leary Insurances (O'Leary)	Retail	January 1, 2021	$	117,408	$	4,892	$	—	$	15,348		$	137,648	$	30,575
Piper Jordan LLC (Piper)	Retail	May 1, 2021		43,428		—		1,397		9,854			54,679		15,000
Other	Various	Various		1,916		—		486		(117	)		2,285		750
Total			$	162,752	$	4,892	$	1,883	$	25,085		$	194,612	$	46,325

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 and adjustments made during the measurement period of the prior year acquisitions.

(in thousands)	O'Leary			Piper		Other			Total
Cash	$	45,441		$	—	$	693		$	46,134
Other current assets		43,683			2,047		4,643			50,373
Fixed assets		546			9		3			558
Goodwill		84,318			40,369		(2,859	)		121,828
Purchased customer accounts		40,459			12,233		2,202			54,894
Non-compete agreements		819			21		55			895
Other assets		135			—		259			394
Total assets acquired		215,401			54,679		4,996			275,076
Other current liabilities		(72,683	)		—		(2,711	)		(75,394	)
Deferred income tax, net		(5,057	)		—		—			(5,057	)
Other liabilities		(13	)		—		—			(13	)
Total liabilities assumed		(77,753	)		—		(2,711	)		(80,464	)
Net assets acquired	$	137,648		$	54,679	$	2,285		$	194,612

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 June 30,				Six months ended June 30,
(in thousands, except per share data)	2021		2020		2021		2020
Total revenues	$	728,163	$	609,781	$	1,546,249	$	1,318,896
Income before income taxes	$	186,582	$	131,738	$	426,711	$	339,204
Net income	$	139,494	$	98,532	$	339,986	$	252,571
Net income per share:
Basic	$	0.50	$	0.35	$	1.20	$	0.89
Diluted	$	0.49	$	0.35	$	1.20	$	0.89
Weighted average number of shares outstanding:
Basic		275,694		273,100		275,644		272,938
Diluted		276,877		274,362		276,914		274,519

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 six months ended June 30, 2021 and 2020, were as follows:

	Three months ended June 30,						Six months ended June 30,
(in thousands)	2021			2020			2021			2020
Balance as of the beginning of the period	$	257,566		$	157,720		$	258,943		$	161,513
Additions to estimated acquisition earn-out payables		10,097			60,776			25,085			74,754
Payments for estimated acquisition earn-out payables		(24,475	)		(664	)		(39,949	)		(7,478	)
Subtotal		243,188			217,832			244,079			228,789
Net change in earnings from estimated acquisition earn-out payables:
Change in fair value on estimated acquisition earn-out payables		(3,326	)		(1,308	)		(6,040	)		(13,949	)
Interest expense accretion		1,722			1,943			3,545			3,627
Net change in earnings from estimated acquisition    earn-out payables		(1,604	)		635			(2,495	)		(10,322	)
Foreign currency translation adjustments during the year		432			—			432			—
Balance as of June 30,	$	242,016		$	218,467		$	242,016		$	218,467