Business Combinations | NOTE 3 Business Combinations During the year ended December 31, 2019, the Company acquired the assets and assumed certain liabilities of 22 insurance intermediaries, all the stock of one insurance intermediary and 4 books of businesses (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC Topic 805 - Business Combinations The fair value of earn-out obligations is based upon 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 upon the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the year ended December 31, 2019, adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $4.1 million relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments for the year ended December 31, 2019 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments impacted goodwill, with no effect on earnings or cash in the current period. Cash paid for acquisitions was $356.3 million and $934.9 million in the years ended December 31, 2019 and 2018, respectively. We completed 23 acquisitions (excluding book of business purchases) during the year ended December 31, 2019. We completed 23 acquisitions (excluding book of business purchases) during the year ended December 31, 2018. 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 Smith Insurance Associates, Inc. (Smith) Retail February 1, 2019 $ 20,129 $ — $ — $ 2,704 $ 22,833 $ 4,550 Donald P. Pipino Company, LTD (Pipino) Retail February 1, 2019 16,420 — 135 9,821 26,376 12,996 AGA Enterprises, LLC d/b/a Cossio Insurance Agency (Cossio) Retail March 1, 2019 13,990 — 10 696 14,696 2,000 Medval, LLC (Medval) Services March 1, 2019 29,106 — 100 1,684 30,890 2,500 United Development Systems, Inc. (United) Retail May 1, 2019 18,987 — 388 3,268 22,643 8,625 Twinbrook Insurance Brokerage, Inc. (Twinbrook) Retail June 1, 2019 26,251 — 400 1,565 28,216 5,073 Innovative Risk Solutions, Inc. (IRS) Retail July 1, 2019 26,435 — 2,465 6,109 35,009 9,000 WBR Insurance Agency, LLC et al (WBR) Retail August 1, 2019 10,667 — 203 2,197 13,067 4,575 West Ridge Insurance Agency, Inc. d/b/a Yozell Associates (Yozell) Retail August 1, 2019 13,030 — 470 768 14,268 6,730 CKP Insurance, LLC (CKP) Retail August 1, 2019 89,190 20,000 4,000 38,093 151,283 76,500 Poole Professional Ltd. Insurance Agents and Brokers et al (Poole) Retail October 1, 2019 32,358 — 75 4,556 36,989 6,850 VerHagen Glendenning & Walker LLP (VGW) Retail October 1, 2019 23,032 — 1,498 2,385 26,915 8,170 Other Various Various 36,665 — 2,391 9,026 48,082 14,454 Total $ 356,260 $ 20,000 $ 12,135 $ 82,872 $ 471,267 $ 162,023 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) Smith Pipino Cossio Medval United Twinbrook IRS WBR Yozell CKP Cash $ — $ — $ — $ 3,217 $ — $ — $ — $ — $ — $ — Other current assets 680 819 236 1,708 477 919 1,375 449 1,781 9,170 Fixed assets 39 112 29 50 20 85 11 10 12 193 Goodwill 16,042 16,765 10,010 19,108 15,111 18,935 24,938 9,096 8,904 110,495 Purchased customer accounts 6,500 11,360 4,403 7,300 7,065 8,557 8,800 4,022 3,550 32,274 Non-compete agreements 41 11 21 1 11 12 11 34 21 21 Other assets — 772 — 15 — — — — — — Total assets acquired 23,302 29,839 14,699 31,399 22,684 28,508 35,135 13,611 14,268 152,153 Other current liabilities (469 ) (3,463 ) (3 ) (480 ) (41 ) (292 ) (126 ) (166 ) — (870 ) Other liabilities — — — (29 ) — — — (378 ) — — Total liabilities assumed (469 ) (3,463 ) (3 ) (509 ) (41 ) (292 ) (126 ) (544 ) — (870 ) Net assets acquired $ 22,833 $ 26,376 $ 14,696 $ 30,890 $ 22,643 $ 28,216 $ 35,009 $ 13,067 $ 14,268 $ 151,283 (in thousands) Poole VGW Other Total Cash $ — $ — $ — $ 3,217 Other current assets 938 1,190 (6,786 ) 12,956 Fixed assets 4 20 (130 ) 455 Goodwill 28,233 16,595 34,314 328,546 Purchased customer accounts 10,359 9,092 15,020 128,302 Non-compete agreements 33 34 161 412 Other assets — — (732 ) 55 Total assets acquired 39,567 26,931 41,847 473,943 Other current liabilities (2,578 ) (16 ) 6,235 (2,269 ) Other liabilities — — — (407 ) Total liabilities assumed (2,578 ) (16 ) 6,235 (2,676 ) Net assets acquired $ 36,989 $ 26,915 $ 48,082 $ 471,267 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 $328.5 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 $302.6 million, $0.1 million, $6.5 million and $19.3 million, respectively. Of the total goodwill of $328.5 million, the amount currently deductible for income tax purposes is $245.6 million and the remaining $82.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2019, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2019 included in the Consolidated Statement of Income for the year ended December 31, 2019 were $49.1 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2019 included in the Consolidated Statement of Income for the year ended December 31, 2019 was $3.4 million, excluding one acquisition from the third quarter of 2019 which recognizes primarily all of its revenues in the first quarter of each year. 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) Year Ended December 31, (in thousands, except per share data) 2019 2018 Total revenues $ 2,447,401 $ 2,120,867 Income before income taxes $ 545,182 $ 496,076 Net income $ 412,974 $ 369,277 Net income per share: Basic $ 1.47 $ 1.33 Diluted $ 1.46 $ 1.31 Weighted average number of shares outstanding: Basic 272,471 270,971 Diluted 274,616 275,521 Acquisitions in 201 8 During the year ended December 31, 2018, the Company acquired the assets and assumed certain liabilities of 20 insurance intermediaries, all the stock of three insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. For the year ended December 31, 2018, several adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $21.4 thousand, relating to the assumption of certain liabilities. 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 Common stock issued Other payable Recorded earn-out payable Net assets acquired Maximum potential earn- out payable Opus Advisory Group, LLC (Opus) Retail February 1, 2018 $ 20,400 $ — $ 200 $ 2,384 $ 22,984 $ 3,600 Kerxton Insurance Agency, Inc. (Kerxton) Retail March 1, 2018 13,176 — 1,490 2,080 16,746 2,920 Automotive Development Group, LLC (ADG) Retail May 1, 2018 29,471 — 559 17,545 47,575 20,000 Servco Pacific, Inc. (Servco) Retail June 1, 2018 76,245 — — 934 77,179 7,000 Tower Hill Prime Insurance Company (Tower Hill) National Programs July 1, 2018 20,300 — — 1,188 21,488 7,700 Health Special Risk, Inc. (HSR) National Programs July 1, 2018 20,132 — — 1,991 22,123 9,000 Professional Disability Associates, LLC (PDA) Services July 1, 2018 15,025 — — 9,818 24,843 17,975 Finance & Insurance Resources, Inc. (F&I) Retail September 1, 2018 44,940 — 410 9,121 54,471 19,500 Rodman Insurance Agency, Inc. (Rodman) Retail November 1, 2018 31,121 — 261 3,720 35,102 9,850 The Hays Group, Inc. et al (Hays) Retail November 16, 2018 605,000 100,000 — 19,600 724,600 25,000 Dealer Associates, Inc. (Dealer) Retail December 1, 2018 28,825 — 1,175 3,100 33,100 12,125 Other Various Various 30,293 — 1,367 5,896 37,556 12,998 Total $ 934,928 $ 100,000 $ 5,462 $ 77,377 $ 1,117,767 $ 147,668 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) Opus Kerxton ADG Servco Tower Hill HSR PDA F&I Rodman Hays Cash $ — $ — $ — $ 8,188 $ — $ 3,114 $ (248 ) $ — $ — $ — Other current assets 1,215 663 1,500 7,769 — 818 1,762 999 1,062 36,254 Fixed assets 11 10 67 179 $ — $ 124 $ 310 $ 34 $ 45 $ 4,936 Goodwill 16,414 12,423 35,769 54,429 — 18,737 16,547 36,423 26,572 456,217 Purchased customer accounts 5,008 4,712 9,751 16,442 21,468 5,516 7,700 16,611 10,129 218,600 Non-compete agreements 21 22 21 1 20 65 82 21 51 2,600 Other assets 315 419 467 1,478 — 21 6 383 542 13,977 Total assets acquired 22,984 18,249 47,575 88,486 21,488 28,395 26,159 54,471 38,401 732,584 Other current liabilities — (1,503 ) — (11,307 ) — (5,930 ) (1,093 ) — (3,299 ) (7,984 ) Other liabilities — — — — — (342 ) (223 ) — — — Total liabilities assumed — (1,503 ) — (11,307 ) — (6,272 ) (1,316 ) — (3,299 ) (7,984 ) Net assets acquired $ 22,984 $ 16,746 $ 47,575 $ 77,179 $ 21,488 $ 22,123 $ 24,843 $ 54,471 $ 35,102 $ 724,600 (in thousands) Dealer Other Total Cash $ — $ — $ 11,054 Other current assets 552 323 52,917 Fixed assets 13 100 5,829 Goodwill 21,467 22,712 717,710 Purchased customer accounts 10,986 15,085 342,008 Non-compete agreements 21 297 3,222 Other assets 226 754 18,588 Total assets acquired 33,265 39,271 1,151,328 Other current liabilities (165 ) (1,715 ) (32,996 ) Other liabilities — — (565 ) Total liabilities assumed (165 ) (1,715 ) (33,561 ) Net assets acquired $ 33,100 $ 37,556 $ 1,117,767 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 $717.7 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 $676.9 million, $18.7 million, $5.5 million and $16.5 million, respectively. Of the total goodwill of $717.7 million, the amount currently deductible for income tax purposes is $640.3 million and the remaining $77.4 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2018, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 were $82.4 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2018 included in the Consolidated Statement of Income for the year ended December 31, 2018 was $6.3 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) Year Ended December 31, (in thousands, except per share data) 2018 2017 Total revenues $ 2,259,812 $ 2,193,169 Income before income taxes $ 504,664 $ 503,927 Net income $ 375,670 $ 447,796 Net income per share: Basic $ 1.35 $ 1.60 Diluted $ 1.33 $ 1.57 Weighted average number of shares outstanding: Basic 270,971 272,580 Diluted 275,521 277,586 Acquisitions in 2017 During the year ended December 31, 2017, the Company acquired the assets and assumed certain liabilities of 11 insurance intermediaries and one book of business (customer accounts). Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by ASC 805. Such adjustments are presented in the “Other” category within the following two tables. For the year ended December 31, 2017, several adjustments were made within the permitted measurement period that resulted in a decrease in the aggregate purchase price of the affected acquisitions of $1.5 million, relating to the assumption of certain liabilities. 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 Other Various Various $ 41,471 $ 11,708 $ 6,921 $ 60,100 $ 27,451 Total $ 41,471 $ 11,708 $ 6,921 $ 60,100 $ 27,451 The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition. (in thousands) Total Other current assets $ 601 Fixed assets 69 Goodwill 42,172 Purchased customer accounts 18,738 Non-compete agreements 721 Total assets acquired 62,301 Other current liabilities (1,512 ) Deferred income tax, net (689 ) Total liabilities assumed (2,201 ) Net assets acquired $ 60,100 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 $42.2 million was allocated to the Retail, National Programs, Wholesale Brokerage and Services Segments in the amounts of $33.1 million, $7.2 million, $1.2 million and $0.7 million, respectively. Of the total goodwill of $42.2 million, $35.3 million is currently deductible for income tax purposes. The remaining $6.9 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2017, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through December 31, 2017 included in the Consolidated Statement of Income for the year ended December 31, 2017 were $7.8 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2017 included in the Consolidated Statement of Income for the year ended December 31, 2017 was $2.4 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) Year Ended December 31, (in thousands, except per share data) 2017 2016 Total revenues $ 1,891,701 $ 1,784,776 Income before income taxes $ 453,397 $ 429,490 Net income $ 401,908 $ 261,133 Net income per share: Basic $ 1.44 $ 0.93 Diluted $ 1.41 $ 0.92 Weighted average number of shares outstanding: Basic 272,580 272,278 Diluted 277,586 275,608 As of December 31, 2019, the maximum future contingency payments related to all acquisitions totaled $328.7 million, all of which relates to acquisitions consummated subsequent to January 1, 2009. ASC 805 is the authoritative guidance requiring an acquirer to recognize 100% of the fair values of acquired assets, including goodwill, and assumed liabilities (with only limited exceptions) upon initially obtaining control of an acquired entity. Additionally, the fair value of contingent consideration arrangements (such as earn-out purchase arrangements) at the acquisition date must be included in the purchase price consideration. As a result, the recorded purchase prices for all acquisitions consummated after January 1, 2009 include an estimation of the fair value of liabilities associated with any potential earn-out provisions. Subsequent changes in these earn-out obligations will be recorded in the Consolidated Statement of Income when incurred. Potential earn-out obligations are typically based upon future earnings of the acquired entities, usually between one and three years. As of December 31, 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 Year Ended December 31, (in thousands) 2019 2018 2017 Balance as of the beginning of the period $ 89,924 $ 36,175 $ 63,821 Additions to estimated acquisition earn-out payables from new acquisitions 82,872 77,377 6,920 Payments for estimated acquisition earn-out payables (9,917 ) (26,597 ) (43,766 ) Subtotal 162,879 86,955 26,975 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables (7,298 ) 603 6,874 Interest expense accretion 5,932 2,366 2,326 Net change in earnings from estimated acquisition earn- out payables (1,366 ) 2,969 9,200 Balance as of December 31, $ 161,513 $ 89,924 $ 36,175 Of the $161.5 million of estimated acquisition earn-out payables as of December 31, 2019, $17.9 million was recorded as accounts payable, and $143.6 million was recorded as another non-current liability. Included within additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items prior to the one-year anniversary date of the acquisition and may therefore differ from previously reported amounts. Of the $89.9 million of estimated acquisition earn-out payables as of December 31, 2018, $21.1 million was recorded as accounts payable, and $68.8 million was recorded as other non-current liabilities. Of the $36.2 million of estimated acquisition earn-out payables as of December 31, 2017, $25.1 million was recorded as accounts payable, and $11.1 million was recorded as other non-current liabilities. |