Business Combination Disclosure [Text Block] | Business Combinations The Company completed four business combinations for an aggregate purchase price of $173.5 million during the nine months ended September 30, 2019 . In accordance with ASC Topic 805, Business Combinations (“Topic 805”), total consideration was first allocated to the fair value of assets acquired, including liabilities assumed, with the excess being recorded as goodwill. For financial statement purposes, goodwill is not amortized but rather is evaluated for impairment at least annually or more frequently if an event occurs that indicates goodwill may be impaired. Goodwill is deductible for tax purposes and will be amortized over a period of fifteen years. The intangible assets acquired in connection with business combinations during the nine months ended September 30, 2019 have an estimated weighted-average life as follows: Weighted-Average Life Purchased customer accounts 16.6 years Software 5 years Carrier relationships 20 years Trade names 5 years The recorded purchase price for certain business combinations includes an estimation of the fair value of continent consideration obligations associated with potential earnout provisions, which are generally based on earnings before income taxes, depreciation and amortization (“EBITDA”). The contingent earnout consideration identified in the tables below are measured at fair value within Level 3 of the fair value hierarchy as discussed further in Note 13 . Any subsequent changes in the fair value of contingent earnout liabilities will be recorded in the consolidated statements of comprehensive income (loss) when incurred. The recorded purchase price for certain business combinations also includes an estimation of the fair value of noncontrolling interests, which are calculated based on a valuation of the entity with the relevant percentage applied. The Company completed the following four business combinations during the nine months ended September 30, 2019 : • Lykes Insurance, Inc. (“Lykes”), a Middle Market Partnership effective March 1, 2019 , was made to expand the Company’s Middle Market business presence in Florida. • Millennial Specialty Insurance LLC (“MSI”), a Specialty Partnership effective April 1, 2019 , was made to obtain access to certain technology and invest in executive talent for building and growing the MGA of the Future and to apply its functionality to other insurance placement products, as well as to expand the Company's market share in specialty renter’s insurance. MGA of the Future is a national renter's insurance product distributed via sub-agent partners and property management software providers, which has expanded distribution capabilities for new products through the Company's wholesale and retail networks. • Fiduciary Partners Retirement Group, Inc., Fiduciary Partners Group, LLC and Fiduciary Partners Investment Consulting, LLC (“Fiduciary Partners”), a Middle Market Partnership effective July 1, 2019 , was made to expand our employee benefits group business in the Middle Market Operating Group. • Foundation Insurance of Florida, LLC (“Foundation Insurance”), a MainStreet Partnership effective date of August 1, 2019 , was made to expand the Company's MainStreet business presence in Florida. The operating results of these business combinations have been included in the condensed consolidated statements of comprehensive income (loss) since their respective acquisition dates. The Company recognized total revenues and net income from its business combinations of $29.5 million and $1.5 million , respectively, for the nine months ended September 30, 2019 . Acquisition-related costs incurred in connection with these business combinations are recorded in operating expenses in the condensed consolidated statements of comprehensive income (loss). The Company incurred acquisition-related costs from its business combinations of $502,000 for the nine months ended September 30, 2019 . The table below provides a summary of the total consideration and the estimated purchase price allocations made for each of the business acquisitions that became effective during the nine months ended September 30, 2019 . Due to the complexity of valuing the consideration paid and the purchase price allocation and the timing of these activities, certain amounts included in the condensed consolidated financial statements may be provisional and subject to additional adjustments within the measurement period as permitted by Topic 805. Any measurement period adjustments related to prior period business combinations have been reflected as current period adjustments for the nine months ended September 30, 2019 in accordance with Topic 805. Lykes MSI Fiduciary Partners Foundation Insurance Totals Cash consideration paid $ 36,044,000 $ 45,505,000 $ 2,550,000 $ 20,800,000 $ 104,899,000 Fair value of contingent earnout consideration — 25,603,000 151,454 3,346,547 29,101,001 Fair value of noncontrolling interest 1,000,000 30,962,536 637,500 6,036,637 38,636,673 Fair value of contingently returnable consideration — — (321,147 ) — (321,147 ) Trust balance adjustment — 1,137,918 — — 1,137,918 Total consideration $ 37,044,000 $ 103,208,454 $ 3,017,807 $ 30,183,184 $ 173,453,445 Cash $ 471,635 $ 6,029,268 $ — $ 50,000 $ 6,550,903 Premiums, commissions and fees receivable 951,246 14,436,999 20,019 — 15,408,264 Other assets 17,778 306,970 1,300 — 326,048 Intangible assets Purchased customer accounts 8,742,000 11,240,000 1,874,000 8,709,000 30,565,000 Carrier relationships — 6,000,000 — — 6,000,000 Software — 30,000,000 — — 30,000,000 Trade names — 1,820,000 — — 1,820,000 Goodwill 28,692,525 53,764,165 1,123,988 21,470,741 105,051,419 Total assets acquired 38,875,184 123,597,402 3,019,307 30,229,741 195,721,634 Premiums and producer commissions payable (1,831,184 ) (17,447,050 ) — — (19,278,234 ) Deferred revenue — (2,793,984 ) — — (2,793,984 ) Other current liabilities — (147,914 ) (1,500 ) (46,557 ) (195,971 ) Total liabilities acquired (1,831,184 ) (20,388,948 ) (1,500 ) (46,557 ) (22,268,189 ) Net assets acquired $ 37,044,000 $ 103,208,454 $ 3,017,807 $ 30,183,184 $ 173,453,445 Maximum potential contingent earnout consideration $ — $ 61,500,000 $ 2,225,000 $ 21,750,000 $ 85,475,000 Concurrently with the Lykes Partnership, certain former employees of Lykes purchased 4,658 Non-Voting Common Units of BKS for approximately $433,000 , which resulted in a noncontrolling interest in BKS. The following unaudited pro forma consolidated results of operations are provided for illustrative purposes only and have been presented as if the acquisitions of Lykes, MSI, Fiduciary Partners and Foundation Insurance occurred on January 1, 2018. This unaudited pro forma information should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had occurred on that date, nor of the results that may be obtained in the future. For the Three Months For the Nine Months Ended September 30, 2019 2018 2019 2018 Total revenues $ 38,800,566 $ 31,656,150 $ 115,837,987 $ 94,225,271 Net income (loss) (2,183,808 ) 3,282,393 9,772,443 10,496,985 |