Business Combinations | Business Combinations During the nine months ended September 30, 2015 , Brown & Brown acquired the assets and assumed certain liabilities of nine insurance intermediaries and four books of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last twelve 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. All of these acquisitions were acquired primarily to expand Brown & Brown’s core business and to attract and hire high-quality individuals. The recorded purchase price for all acquisitions consummated after January 1, 2009 included 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 Statement 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, 2015 , several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $503,442 relating to the assumption of certain liabilities. Cash paid for acquisitions was $ 109.9 million and $ 720.1 million in the nine -month periods ended September 30, 2015 and 2014 , respectively. We completed nine acquisitions (excluding book of business purchases) in the nine -month period ended September 30, 2015 . We completed six acquisitions (excluding book of business purchases) in the nine -month period ended September 30, 2014 . The following table summarizes the purchase price allocation made as of the date of each acquisition for current year acquisitions and significant adjustments made during the measurement period for prior year acquisitions: (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 Liberty Insurance Brokers, Inc. and Affiliates (Liberty) Retail February 1, 2015 $ 12,000 $ — $ 2,981 $ 14,981 $ 3,750 Spain Agency, Inc. Retail March 1, 2015 20,706 — 2,617 23,323 9,162 Bellingham Underwriters, Inc. National Programs May 1, 2015 9,007 500 3,322 12,829 4,400 Fitness Insurance, LLC Retail June 1, 2015 9,455 — 2,386 11,841 3,500 Strategic Benefit Advisors, Inc. Retail June 1, 2015 49,600 400 14,441 64,441 26,000 Other Various Various 9,158 95 3,749 13,002 6,267 Total $ 109,926 $ 995 $ 29,496 $ 140,417 $ 53,079 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. The data included in the ‘Other’ column shows a negative adjustment for purchased customer accounts. This is driven mainly by the final valuation adjustment for the acquisition of Wright. (in thousands) Liberty Spain Agency, Inc. Bellingham Underwriters, Inc. Fitness Insurance, LLC Strategic Benefit Advisors, Inc. Other Total Other current assets $ 2,486 $ — $ — $ — $ — $ 170 $ 2,656 Fixed assets 40 50 25 17 41 32 205 Goodwill 10,010 16,036 9,608 8,084 39,865 17,029 100,632 Purchased customer accounts 4,506 7,430 3,223 3,740 24,500 (4,105 ) 39,294 Non-compete agreements 24 21 21 — 21 123 210 Other assets — — — — 14 — 14 Total assets acquired 17,066 23,537 12,877 11,841 64,441 13,249 143,011 Other current liabilities (42 ) (214 ) (48 ) — — (3,458 ) (3,762 ) Deferred income tax, net — — — — — 2,576 2,576 Other liabilities (2,043 ) — — — — 635 (1,408 ) Total liabilities assumed (2,085 ) (214 ) (48 ) — — (247 ) (2,594 ) Net assets acquired $ 14,981 $ 23,323 $ 12,829 $ 11,841 $ 64,441 $ 13,002 $ 140,417 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 $100,632,000 was allocated to the Retail, National Programs and Wholesale Brokerage Segments in the amounts of $78,018,000 , $18,009,000 and $4,605,000 , respectively. Of the total goodwill of $100,632,000 , $62,735,000 is currently deductible for income tax purposes and $8,401,000 is non-deductible. The remaining $29,496,000 relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2015, 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, 2015 , included in the Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2015 , were $9,218,000 and $16,640,000 , respectively. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through September 30, 2015 , included in the Condensed Consolidated Statement of Income for the three and nine months ended September 30, 2015 , was $397,000 and $1,243,000 , respectively. 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) For the three months For the nine months (in thousands, except per share data) 2015 2014 2015 2014 Total revenues $ 432,276 $ 431,703 $ 1,267,812 $ 1,212,241 Income before income taxes $ 112,855 $ 115,712 $ 311,429 $ 310,302 Net income $ 67,442 $ 70,166 $ 187,738 $ 187,952 Net income per share: Basic $ 0.48 $ 0.49 $ 1.33 $ 1.30 Diluted $ 0.47 $ 0.48 $ 1.31 $ 1.28 Weighted average number of shares outstanding: Basic 137,684 140,915 138,181 141,253 Diluted 140,041 142,964 140,446 143,102 As of September 30, 2015 and 2014 , 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 and nine months ended September 30, 2015 and 2014 , were as follows: For the three months For the nine months (in thousands) 2015 2014 2015 2014 Balance as of the beginning of the period $ 90,113 $ 52,696 $ 75,283 $ 43,058 Additions to estimated acquisition earn-out payables 2,363 (221 ) 29,496 14,586 Payments for estimated acquisition earn-out payables (12,899 ) (463 ) (26,937 ) (11,892 ) Subtotal 79,577 52,012 77,842 45,752 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables (365 ) (247 ) (30 ) 4,981 Interest expense accretion 824 561 2,224 1,593 Net change in earnings from estimated acquisition earn-out payables 459 314 2,194 6,574 Balance as of September 30, $ 80,036 $ 52,326 $ 80,036 $ 52,326 Of the $80.0 million estimated acquisition earn-out payables as of September 30, 2015 , $32.3 million was recorded as accounts payable and $47.7 million was recorded as other non-current liabilities. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items prior to the one-year anniversary date and may therefore differ from previously reported amounts. |