Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 20, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BROWN & BROWN, INC. | ||
Entity Central Index Key | 0000079282 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 281,552,678 | ||
Entity Public Float | $ 7,853,765,460 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | COMMON STOCK, $0.10 PAR VALUE | ||
Trading Symbol | BRO | ||
Security Exchange Name | NYSE | ||
Entity File Number | 001-13619 | ||
Entity Incorporation, State or Country Code | FL | ||
Entity Tax Identification Number | 59-0864469 | ||
Entity Address, Address Line One | 220 South Ridgewood Avenue | ||
Entity Address, City or Town | Daytona Beach | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32114 | ||
City Area Code | 386 | ||
Local Phone Number | 252-9601 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of Brown & Brown, Inc.’s Proxy Statement for the 2020 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report. |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
REVENUES | |||
Commissions and fees | $ 2,384,737 | $ 2,009,857 | $ 1,857,270 |
Investment income | 5,780 | 2,746 | 1,626 |
Other income, net | 1,654 | 1,643 | 22,451 |
Total revenues | 2,392,171 | 2,014,246 | 1,881,347 |
EXPENSES | |||
Employee compensation and benefits | 1,308,165 | 1,068,914 | 994,652 |
Other operating expenses | 377,089 | 332,118 | 283,470 |
(Gain)/loss on disposal | (10,021) | (2,175) | (2,157) |
Amortization | 105,298 | 86,544 | 85,446 |
Depreciation | 23,417 | 22,834 | 22,698 |
Interest | 63,660 | 40,580 | 38,316 |
Change in estimated acquisition earn-out payables | (1,366) | 2,969 | 9,200 |
Total expenses | 1,866,242 | 1,551,784 | 1,431,625 |
Income before income taxes | 525,929 | 462,462 | 449,722 |
Income taxes | 127,415 | 118,207 | 50,092 |
Net income | $ 398,514 | $ 344,255 | $ 399,630 |
Net income per share: | |||
Basic (in dollars per share) | $ 1.42 | $ 1.24 | $ 1.43 |
Diluted (in dollars per share) | 1.40 | 1.22 | 1.40 |
Dividends declared per share (in dollars per share) | $ 0.33 | $ 0.31 | $ 0.28 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 542,174 | $ 438,961 |
Restricted cash and investments | 420,801 | 338,635 |
Short-term investments | 12,325 | 12,868 |
Premiums, commissions and fees receivable | 942,834 | 844,815 |
Reinsurance recoverable | 58,505 | 65,396 |
Prepaid reinsurance premiums | 366,021 | 337,920 |
Other current assets | 152,142 | 128,716 |
Total current assets | 2,494,802 | 2,167,311 |
Fixed assets, net | 148,627 | 100,395 |
Operating lease assets | 184,288 | |
Goodwill | 3,746,094 | 3,432,786 |
Amortizable intangible assets, net | 916,768 | 898,807 |
Investments | 27,378 | 17,394 |
Other assets | 104,864 | 71,975 |
Total assets | 7,622,821 | 6,688,668 |
Current Liabilities: | ||
Premiums payable to insurance companies | 1,014,317 | 857,559 |
Losses and loss adjustment reserve | 58,505 | 65,212 |
Unearned premiums | 366,021 | 337,920 |
Premium deposits and credits due customers | 113,841 | 105,640 |
Accounts payable | 99,960 | 87,345 |
Accrued expenses and other liabilities | 337,717 | 279,310 |
Current portion of long-term debt | 55,000 | 50,000 |
Total current liabilities | 2,045,361 | 1,782,986 |
Long-term debt less unamortized discount and debt issuance costs | 1,500,343 | 1,456,990 |
Operating lease liabilities | 167,855 | |
Deferred income taxes, net | 328,277 | 315,732 |
Other liabilities | 230,706 | 132,392 |
Shareholders’ Equity: | ||
Common stock, par value $0.10 per share; authorized 560,000 shares; issued 297,106 shares and outstanding 281,655 at 2019, issued 293,380 shares and outstanding 279,583 shares at 2018 - in thousands. | 29,711 | 29,338 |
Additional paid-in capital | 716,049 | 615,180 |
Treasury stock, at cost at 15,451 at 2019 and 13,797 shares at 2018, respectively - in thousands | (536,243) | (477,572) |
Retained earnings | 3,140,762 | 2,833,622 |
Total shareholders’ equity | 3,350,279 | 3,000,568 |
Total liabilities and shareholders’ equity | $ 7,622,821 | $ 6,688,668 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares authorized (in shares) | 560,000,000 | 560,000,000 |
Common stock, shares issued (in shares) | 297,106,000 | 293,380,000 |
Common stock, shares outstanding (in shares) | 281,655,000 | 279,583,000 |
Treasury stock shares (in shares) | 15,451,000 | 13,797,000 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings |
Beginning Balance, Value at Dec. 31, 2016 | $ 2,360,211 | $ 28,547 | $ 454,707 | $ (257,683) | $ 2,134,640 |
Beginning Balance, Shares at Dec. 31, 2016 | 285,461 | ||||
Net income | 399,630 | 399,630 | |||
Net unrealized holding (loss) gain on available-for-sale securities | (6) | (47) | 41 | ||
Common stock issued for employee stock benefit plans | 39,965 | $ 140 | 39,825 | ||
Common stock issued for employee stock benefit plans, Shares | 1,412 | ||||
Purchase of treasury stock | (139,889) | (11,250) | (128,639) | ||
Common stock issued to directors | 500 | $ 2 | 498 | ||
Common stock issued to directors, Shares | 22 | ||||
Cash dividends paid | (77,712) | (77,712) | |||
Ending Balance, Value at Dec. 31, 2017 | 2,582,699 | $ 28,689 | 483,733 | (386,322) | 2,456,599 |
Ending Balance, Shares at Dec. 31, 2017 | 286,895 | ||||
Adoption of Topic 606 at January 1, 2018 at Dec. 31, 2017 | 117,515 | 117,515 | |||
Beginning Balance, Value at Dec. 31, 2017 | 2,700,214 | $ 28,689 | 483,733 | (386,322) | 2,574,114 |
Net income | 344,255 | 344,255 | |||
Net unrealized holding (loss) gain on available-for-sale securities | (78) | (21) | (57) | ||
Common stock issued for employee stock benefit plans | 40,167 | $ 310 | 39,857 | ||
Common stock issued for employee stock benefit plans, Shares | 3,096 | ||||
Common stock issued for agency acquisitions | 100,000 | $ 338 | 99,662 | ||
Common stock issued for agency acquisitions, Shares | 3,376 | ||||
Purchase of treasury stock | (100,000) | (8,750) | (91,250) | ||
Common stock issued to directors | 700 | $ 1 | 699 | ||
Common stock issued to directors, Shares | 13 | ||||
Cash dividends paid | (84,690) | (84,690) | |||
Ending Balance, Value at Dec. 31, 2018 | $ 3,000,568 | $ 29,338 | 615,180 | (477,572) | 2,833,622 |
Ending Balance, Shares at Dec. 31, 2018 | 279,583 | 293,380 | |||
Net income | $ 398,514 | 398,514 | |||
Net unrealized holding (loss) gain on available-for-sale securities | 152 | 182 | (30) | ||
Common stock issued for employee stock benefit plans | 60,180 | $ 313 | 59,867 | ||
Common stock issued for employee stock benefit plans, Shares | 3,129 | ||||
Common stock issued for agency acquisitions | 20,000 | $ 57 | 19,943 | ||
Common stock issued for agency acquisitions, Shares | 569 | ||||
Purchase of treasury stock | (38,671) | 20,000 | (58,671) | ||
Common stock issued to directors | 880 | $ 3 | 877 | ||
Common stock issued to directors, Shares | 28 | ||||
Cash dividends paid | (91,344) | (91,344) | |||
Ending Balance, Value at Dec. 31, 2019 | $ 3,350,279 | $ 29,711 | $ 716,049 | $ (536,243) | $ 3,140,762 |
Ending Balance, Shares at Dec. 31, 2019 | 281,655 | 297,106 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement Of Stockholders Equity [Abstract] | |||
Cash dividends paid | $ 0.33 | $ 0.31 | $ 0.28 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 398,514 | $ 344,255 | $ 399,630 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Amortization | 105,298 | 86,544 | 85,446 |
Depreciation | 23,417 | 22,834 | 22,698 |
Non-cash stock-based compensation | 46,994 | 33,519 | 30,631 |
Change in estimated acquisition earn-out payables | (1,366) | 2,969 | 9,200 |
Deferred income taxes | 12,383 | 15,008 | (102,183) |
Amortization of debt discount and disposal of deferred financing costs | 2,054 | 1,627 | 1,840 |
Accretion of discounts and premiums, investments | (5) | (10) | 22 |
(Gain)/loss on sales of investments, fixed assets and customer accounts | (9,550) | (1,934) | (1,841) |
Payments on acquisition earn-outs in excess of original estimated payables | (351) | (12,538) | (14,501) |
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: | |||
Premiums, commissions and fees receivable (increase) decrease | (86,778) | (93,630) | (43,306) |
Reinsurance recoverables (increase) decrease | 6,891 | 412,424 | (399,737) |
Prepaid reinsurance premiums (increase) decrease | (28,101) | (16,903) | (12,356) |
Other assets (increase) decrease | (46,520) | (22,440) | (9,747) |
Premiums payable to insurance companies (increase) decrease | 148,658 | 141,169 | 37,380 |
Premium deposits and credits due customers increase (decrease) | 7,820 | 13,792 | 7,750 |
Losses and loss adjustment reserve increase (decrease) | (6,707) | (411,509) | 398,638 |
Unearned premiums increase (decrease) | 28,101 | 16,903 | 12,356 |
Accounts payable increase (decrease) | 17,800 | 21,880 | 26,798 |
Accrued expenses and other liabilities increase (decrease) | 43,330 | 22,801 | 25,509 |
Other liabilities increase (decrease) | 16,298 | (9,232) | (32,252) |
Net cash provided by operating activities | 678,180 | 567,529 | 441,975 |
Cash flows from investing activities: | |||
Additions to fixed assets | (73,108) | (41,520) | (24,192) |
Payments for businesses acquired, net of cash acquired | (353,043) | (923,874) | (41,471) |
Proceeds from sales of fixed assets and customer accounts | 21,592 | 4,984 | 4,094 |
Purchases of investments | (17,520) | (9,284) | (10,665) |
Proceeds from sales of investments | 8,494 | 17,923 | 9,644 |
Net cash used in investing activities | (413,585) | (951,771) | (62,590) |
Cash flows from financing activities: | |||
Payments on acquisition earn-outs | (9,566) | (14,059) | (29,265) |
Proceeds from long-term debt | 350,000 | 300,000 | |
Payments on long-term debt | (50,000) | (120,000) | (96,750) |
Deferred debt issuance costs | (3,701) | (778) | (2,821) |
Borrowings on revolving credit facilities | 100,000 | 600,000 | |
Payments on revolving credit facilities | (350,000) | (250,000) | |
Issuances of common stock for employee stock benefit plans | 24,999 | 19,432 | 17,422 |
Repurchase of stock benefit plan shares for employees to fund tax withholdings | (10,933) | (12,155) | (7,565) |
Purchase of treasury stock | (58,671) | (91,250) | (128,639) |
Settlement (prepayment) of accelerated share repurchase program | 20,000 | (8,750) | (11,250) |
Cash dividends paid | (91,344) | (84,690) | (77,712) |
Net cash provided by (used in) financing activities | (79,216) | 337,750 | (336,580) |
Net increase (decrease) in cash and cash equivalents inclusive of restricted cash | 185,379 | (46,492) | 42,805 |
Cash and cash equivalents inclusive of restricted cash at beginning of period | 777,596 | 824,088 | 781,283 |
Cash and cash equivalents inclusive of restricted cash at end of period | $ 962,975 | $ 777,596 | $ 824,088 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 1 Summary of Significant Accounting Policies Nature of Operations Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and service organization that markets and sells insurance products and services, primarily in the property, casualty and employee benefits areas. Brown & Brown’s business is divided into four reportable segments. The Retail Segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. The National Programs Segment, which acts as a managing general agent (“MGA”), provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through a nationwide network of independent agents, including Brown & Brown retail agents. The Wholesale Brokerage Segment markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents. The Services Segment provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The impact of ASU 2018-15 is not expected to be material to the Company. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The new guidance eliminates Step 2 of the goodwill impairment test. The updated guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its carrying value, and recognizing a non-cash impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. ASU 2017-04 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and will be applied prospectively. The Company is currently evaluating the impact of this guidance on future interim or annual goodwill impairment tests performed. Recently Adopted Accounting Standards In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)”: Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. ASU 2016-15 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 with early adoption permitted. The Company adopted ASU 2016-15 effective January 1, 2018 and has determined there is no impact on the Company’s Statement of Cash Flows. The Company already presented cash paid on contingent consideration in business combination as prescribed by ASU 2016-15 and does not, at this time, engage in the other activities being addressed in this ASU. In March 2016, the FASB issued ASU 2016-08, “Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)” (“ASU 2016-08”) to clarify certain aspects of the principal-versus-agent guidance included in the new revenue standard ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. The Company adopted ASU 2016-08 effective contemporaneously with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 was limited to the claims administering activities of one of our businesses within our Services Segment and therefore was not material to the net income of the Company. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“Topic 842”), which provides guidance for accounting for leases. Under Topic 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. Effective as of January 1, 2019, the Company adopted Topic 842, and all related amendments, which established Accounting Standards Codification (“ASC”) Topic 842. The Company adopted these standards by the recognition of right-of-use assets and related lease liabilities on the balance sheet. As permitted by Topic 842, the Company elected the transition practical expedient to adopt as of January 1, 2019, the date of initial application under the modified retrospective approach for leases existing at that date, with an adjustment to retained earnings. As a result, the Consolidated Balance Sheet s at December 31, 2018 was not restated and continues to be reported under ASC Topic 840 (“Topic 840”) which did not require the recognition of operating lease liabilities on the balance sheet, and thus is not comparative. For the year ended December 31, 2019 , all of the Company ’ s leases are classified as operating leases, which are primarily real estate leases for office space. The expense recognition for operating leases under Topic 842 is substantially consistent with Topic 840, where operating lease charges are recorded entirely in operating expenses. As a result, there is no significant difference in the Company ’ s results of operations presented in the Company ’ s Condensed Consolidated Statements of Income for each period presented. The adoption of Topic 842 had a significant impact on the Company’s balance sheet with the recognition of the operating lease right-of-use asset and the liability for operating leases. Upon adoption, leases that were classified as operating leases under Topic 840 were classified as operating leases under Topic 842. For the adoption of Topic 842, the Company recorded an adjustment of $202.9 million to operating lease right-of-use asset and the related lease liability, with no impact to retained earnings. The deferred rent previously accrued under Topic 840 was reclassified to the right-of-use asset upon the adoption of Topic 842. The lease liability is the present value of the remaining minimum lease payments, determined under Topic 840, discounted using the Company’s incremental borrowing rate at the effective date of January 1, 2019. As permitted under Topic 842, the Company elected to use the practical expedient that permits the Company to not reassess whether a contract is or contains a lease, the classification of the Company’s existing operating leases, and initial direct costs for any existing leases. The Company did not elect the practical expedient to use hindsight in determining the lease term (when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. The application of the practical expedient did not have a significant impact on the measurement of the operating lease liability. The impact of the adoption of Topic 842 on the balance sheet at January 1, 2019 was (in thousands): (in thousands) Balance at December 31, 2018 Adjustments due to Topic 842 Balance at January 1, 2019 Balance Sheet Assets: Other current assets $ 128,716 $ (3,004 ) $ 125,712 Operating lease assets — 178,304 178,304 Total Assets 6,688,668 175,300 6,863,968 Liabilities: Accrued expenses and other liabilities 279,310 13,836 293,146 Operating lease liabilities — 161,464 161,464 Total Liabilities 3,688,100 175,300 3,863,400 For contracts entered into on or after the January 1, 2019, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. This assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2019 are accounted for under Topic 840 and were not reassessed. For real estate leases that contain both lease and non-lease components, the Company elected to account the lease components together with non-lease components (e.g., common-area maintenance). Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, or the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. None of the Company’s real estate leases for office space meet the definition of a finance lease. The Company’s policy is to own, rather than lease, equipment. For leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments under the lease. For the Company’s operating leases, the lease payments are discounted using an incremental borrowing rate, which approximates the rate of interest that would be paid on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Some of the Company ’ s real estate leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and based on the minimum amount stated in the lease. Lease components are included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate, or payments based on a change in the Company ’ s portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. Lease modifications result in remeasurement of the right-of-use assets and the lease liability. Lease expense for operating leases consists of the lease payments, inclusive of lease incentives, plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. The Company elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a total term of 12 months or less. The effect of short-term leases on the Company’s right-of-use asset and lease liability would not be significant. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), which provides guidance for revenue recognition. Topic 606 affects any entity that either enters into contracts with customers to transfer goods or services. It supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. Effective as of January 1, 2018, the Company adopted ASU 2014–09, and all related amendments, which established ASC Topic 606. The Company adopted these standards by recognizing the cumulative effect as an adjustment to opening retained earnings at January 1, 2018, under the modified retrospective method for contracts not completed as of the day of adoption. The cumulative impact of adopting Topic 606 on January 1, 2018 was an increase in retained earnings within stockholders’ equity of $117.5 million. Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and, therefore, such information presented prior to January 1, 2018 continue to be reported under the Company’s previous accounting policies. The following areas are impacted by the adoption of Topic 606: The Company earns commissions and fees paid by insurance carriers for the binding of insurance coverage. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over the period of time in which the customer receives the service, and as the performance obligations are fulfilled and the Company is entitled to that portion of revenue using the output method for the services. In situations where multiple performance obligations exist within a contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Commission revenues – Prior to the adoption of Topic 606, commission revenues, including those billed on an installment basis, were recognized on the latter of the policy effective date or the date that the premium was billed to the customer, with the exception of the Company’s Arrowhead businesses, which followed a policy of recognizing these revenues on the latter of the policy effective date or processed date in our systems. As a result of the adoption of Topic 606, commission revenues associated with the issuance of policies are now recognized upon the effective date of the associated policy. The overall impact of these changes are not significant on a full-year basis, but the timing of recognizing revenue has impacted our fiscal quarters when compared to prior years. These commission revenues, including those billed on an installment basis, are now recognized earlier than they had been previously. Revenue is now accrued based upon the completion of the performance obligation, thereby creating a current asset for the unbilled revenue, until such time as an invoice is generated, which typically does not exceed 12 months. For the year ended December 31, 2018, the adoption of Topic 606 increased base and incentive commissions revenue, as defined in Note 2, by $9.9 million compared to what would have been recognized under the Company’s previous accounting policies. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions – Prior to the adoption of Topic 606, revenue that was not fixed and determinable because a contingency existed was not recognized until the contingency was resolved. Under Topic 606, the Company must estimate the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions and fees. In connection with Topic 606, profit-sharing contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognizing profit-sharing contingent commissions will now more closely follow a similar pattern as our commissions and fees with any true-ups recognized when payments are received or as additional information that affects the estimate becomes available. For the year ended December 31, 2018, the adoption of Topic 606 reduced profit-sharing contingent commissions revenue by $2.3 million compared to what would have been recognized under our previous accounting policies. Fee revenues – The Company earns fee revenue related to services other than securing insurance coverage, which are predominantly in the Company’s National Programs and Services Segments, and to a lesser extent in the large accounts businesses within the Company’s Retail Segment, where the Company receives negotiated fees in lieu of a commission. In accordance with Topic 606, fee revenue from fee agreements are recognized in earlier periods and others in later periods as compared to our previous accounting treatment depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. The overall impact of these changes is not significant on a full-year basis, but the timing of recognizing fees revenue will impact our fiscal quarters when compared to prior years. For the year ended December 31, 2018, the adoption of Topic 606 increased fees revenue by $6.2 million compared to what would have been recognized under our previous accounting policies, including a one-time $10.5 million increase for revenues within our Services Segment. Excluding this increase, fee revenues would have decreased by $4.3 million. Additionally, the Company has evaluated ASC Topic 340 – Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain – The adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period, which is consistent with the analysis performed on acquired customer accounts and referenced in Note 5 to the Company’s consolidated financial statements. For incremental costs with an amortization period of less than 12 months, the costs are expensed as incurred. For the year ended December 31, 2018, the Company deferred $13.7 million of incremental cost to obtain customer contracts. The Company expensed $0.5 million of the incremental cost to obtain customer contracts for the year ended December 31, 2018. Cost to fulfill – The adoption of ASC 340 resulted in the Company deferring certain costs to fulfill contracts and to recognize these costs as the associated performance obligations are fulfilled. In order for contract fulfillment costs to be deferred under ASC 340, the costs must (1) relate directly to a specific contract or anticipated contract, (2) generate or enhance resources that the Company will use in satisfying its obligations under the contract, and (3) be expected to be recovered through sufficient net cash flows from the contract. The Company does not expect the overall impact of these changes to be significant on a full-year basis, but the timing of recognizing these expenses will impact quarterly results compared to prior years as such recognition better aligns with the associated revenue. With the modified retrospective adoption of Topic 606, the Company deferred $52.7 million in contract fulfillment costs on its opening balance sheet on January 1, 2018 based upon the estimated average time spent on policy renewals. For the year ended December 31, 2018, the Company had net expense of $1.3 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled. In connection with the implementation of Topic 606 and ASC 340, we modified, and in some instances instituted, additional accounting procedures, processes and internal controls. While the relative impacts of these standards to our revenue and expense streams are significant during a calendar year, we do not view these modifications and additions as a material change in our internal controls over financial reporting on a full year basis. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 Balance Sheet Assets: Premiums, commissions and fees receivable $ 546,402 $ 153,058 $ 699,460 Other current assets 47,864 52,680 100,544 Liabilities: Premiums payable to insurance companies 685,163 12,107 697,270 Accounts payable 64,177 8,747 72,924 Accrued expenses and other liabilities 228,748 22,794 251,542 Deferred income taxes, net 256,185 44,575 300,760 Shareholders’ Equity: Retained earnings $ 2,456,599 $ 117,515 $ 2,574,114 The $52.7 million adjustment to other current assets reflects the deferral of certain cost to fulfill contracts. The $12.1 million adjustment to premiums payable to insurance companies reflects the estimated amount payable to outside brokers on unbilled premiums, commissions and fees receivable. The $8.7 million adjustment to accounts payable and the $22.8 million adjustment to accrued expenses and other liabilities consists of commissions payable and deferred revenue, respectively. The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. December 31, 2018 (in thousands) As reported Impact of adopting the New Revenue Standard Balances without the New Revenue Standard Statement of Income Revenues: Commissions and fees $ 2,009,857 $ 18,399 $ 1,991,458 Expenses: Employee compensation and benefits 1,068,914 (8,835 ) 1,077,749 Other operating expenses 332,118 10,621 321,497 Income taxes 118,207 4,246 113,961 Net income $ 344,255 $ 12,367 $ 331,888 Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Brown & Brown, Inc. and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Consolidated Financial Statements. Segment results for prior periods have been recast, where appropriate, to reflect the current year segmental structure. Certain reclassifications have been made to the prior year amounts reported in this Annual Report on Form 10-K in order to conform to the current year presentation. Revenue Recognition The Company earns commissions paid by insurance carriers for the binding of insurance coverage. Commissions are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over a period of time as the performance obligations are fulfilled. The Company earns fee revenue by receiving negotiated fees in lieu of a commission and from services other than securing insurance coverage. Fee revenues from certain agreements are recognized depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. In situations where multiple performance obligations exist within a fee contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions. Profit-sharing contingent commissions and incentive commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions based on the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Guaranteed supplemental commissions, a form of variable consideration, represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. Management determines the policy cancellation reserve based upon historical cancellation experience adjusted for any known circumstances. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments with quoted market prices having maturities of three months or less when purchased. Restricted Cash and Investments, and Premiums, Commissions and Fees Receivable In our capacity as an insurance agent or broker, the Company typically collects premiums from insureds and, after deducting the authorized commissions, remits the net premiums to the appropriate insurance company or companies. Accordingly, as reported in the Consolidated Balance Sheets, premiums are receivable from insureds. Unremitted net insurance premiums are held in a fiduciary capacity until the Company disburses them. Where allowed by law, the Company invests these unremitted funds only in cash, money market accounts, tax-free variable-rate demand bonds and commercial paper held for a short-term. In certain states in which the Company operates, the use and investment alternatives for these funds are regulated and restricted by various state laws and agencies. These restricted funds are reported as restricted cash and investments on the Consolidated Balance Sheets. The interest income earned on these unremitted funds, where allowed by state law, is reported as investment income in the Consolidated Statement of Income. In other circumstances, the insurance companies collect the premiums directly from the insureds and remit the applicable commissions to the Company. Accordingly, as reported in the Consolidated Balance Sheets, commissions are receivables from insurance companies. Fees are primarily receivables due from customers. Investments Certificates of deposit, and other securities, having maturities of more than three months when purchased are reported at cost and are adjusted for other-than-temporary market value declines. The Company’s investment holdings include U.S. Government securities, municipal bonds, domestic corporate and foreign corporate bonds as well as short-duration fixed income funds. Investments within the portfolio or funds are held as available-for-sale and are carried at their fair value. Any gain/loss applicable from the fair value change is recorded, net of tax, as other comprehensive income within the equity section of the Consolidated Balance Sheets. Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis. Fixed Assets Fixed assets, including leasehold improvements, are carried at cost, less accumulated depreciation and amortization. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income. Depreciation has been determined using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 15 years. Leasehold improvements are amortized on the straight-line method over the shorter of the useful life of the improvement or the term of the related lease. Goodwill and Amortizable Intangible Assets All of our business combinations initiated after June 30, 2001 are accounted for using the acquisition method. Acquisition purchase prices are typically based upon a multiple of average annual EBITDA, operating profit and/or core revenue earned over a period of 3 years within a minimum and maximum price range. 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 the fair value of earn-out obligations are recorded in the Consolidated Statement of Income when incurred. 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 contained in the respective purchase agreements. In determining fair value, the acquired business’ future performance is estimated using financial projections developed by management for the acquired business and this estimate 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 estimates 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. Amortizable intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts and non-compete agreements. Purchased customer accounts and non-comp |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Revenues | NOTE 2 Revenues The following tables present the revenues disaggregated by revenue source: Twelve months ended December 31, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 994,170 $ 338,058 $ 242,380 $ — $ (128 ) $ 1,574,480 Fees (2) 246,135 151,298 56,852 193,641 (1,160 ) 646,766 Incentive commissions (3) 80,505 (524 ) 1,252 — 27 81,260 Profit-sharing contingent commissions (4) 34,150 17,517 7,499 — — 59,166 Guaranteed supplemental commissions (5) 11,056 10,566 1,443 — — 23,065 Investment income (6) 149 1,397 178 139 3,917 5,780 Other income, net (7) 1,096 72 483 1 2 1,654 Total Revenues $ 1,367,261 $ 518,384 $ 310,087 $ 193,781 $ 2,658 $ 2,392,171 Twelve months ended December 31, 2018 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 811,820 $ 324,168 $ 226,117 $ — $ (68 ) $ 1,362,037 Fees (2) 148,121 144,195 50,571 189,041 (1,090 ) 530,838 Incentive commissions (3) 48,698 1,543 864 — 41 51,146 Profit-sharing contingent commissions (4) 24,517 23,896 7,462 — — 55,875 Guaranteed supplemental commissions (5) 8,535 76 1,350 — — 9,961 Investment income (6) 2 506 165 205 1,868 2,746 Other income, net (7) 1,070 79 485 — 9 1,643 Total Revenues $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $ 2,014,246 (1) Base commissions generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control. (2) Fee revenues relate to fees for services other than securing coverage for our customers, fees negotiated in lieu of commissions, and automotive finance and insurance products (“F&I”). (3) Incentive commissions include additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. (4) Profit-sharing contingent commissions are based primarily on underwriting results, but may also reflect considerations for volume, growth and/or retention. (5) Guaranteed supplemental commissions represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. (6) Investment income consists primarily of interest on cash and investments. (7) Other income consists primarily of legal settlements and other miscellaneous income. (8) Fees within other reflects the elimination of intercompany revenues. Contract Assets and Liabilities The balances of contract assets and contract liabilities arising from contracts with customers as of December 31, 2019 and 2018 were as follows: (in thousands) December 31, 2019 December 31, 2018 Contract assets $ 289,609 $ 265,994 Contract liabilities $ 58,126 $ 53,496 Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in our systems. Deferred revenue (contract liabilities) relates to payments received in advance of performance under the contract before the transfer of a good or service to the customer. As of December 31, 2019, deferred revenue consisted of $41.2 million as current portion to be recognized within one year and $16.9 million in long-term to be recognized beyond one year. As of December 31, 2018, deferred revenue consisted of $37.0 million as current portion to be recognized within one year and $16.5 million in long-term deferred revenue to be recognized beyond one year. Contract assets and contract liabilities arising from acquisitions in 2019 were approximately $6.5 million and $9.3 million, respectively. Contract assets and contract liabilities arising from acquisitions in 2018 were approximately $34.3 million and $3.3 million, respectively. During the twelve months ended December 31, 2019 and 2018, the amount of revenue recognized related to performance obligations satisfied in a previous period, inclusive of changes due to estimates, was approximately $17.2 million and $8.9 million, respectively. Other Assets and Deferred Cost Incremental cost to obtain – The Company defers certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period. The cost to obtain balance within the Other Assets caption in the Company’s Condensed Consolidated Balance Sheets was $26.9 million and $13.2 million as of December 31, 2019 and December 31, 2018, respectively. For the 12 months ended December 31, 2019, the Company deferred $15.1 million of incremental cost to obtain customer contracts. The Company expensed $1.4 million and $0.5 million of the incremental cost to obtain customer contracts for the 12 months ended December 31, 2019 and December 31, 2018, respectively. Cost to fulfill - The Company defers certain costs to fulfill contracts and recognizes these costs as the associated performance obligations are fulfilled. The cost to fulfill balance within the other current assets caption in the Company's Condensed Consolidated Balance Sheets was $73.3 million and $69.8 million as of December 31, 2019 and December 31, 2018, respectively. For the 12 months ended December 31, 2019, the Company had a net deferral of $1.0 million related to current year deferrals for costs incurred that relate to performance obligations yet to be fulfilled, net of the expense of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
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. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 4 Goodwill The changes in the carrying value of goodwill by reportable segment for the years ended December 31, are as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Total Balance as of January 1, 2018 $ 1,386,248 $ 908,472 $ 286,098 $ 135,261 $ 2,716,079 Goodwill of acquired businesses 676,902 18,737 5,524 16,547 717,710 Goodwill disposed of relating to sales of businesses — (1,003 ) — — (1,003 ) Balance as of December 31, 2018 $ 2,063,150 $ 926,206 $ 291,622 $ 151,808 $ 3,432,786 Goodwill of acquired businesses 302,640 74 6,479 19,353 328,546 Goodwill disposed of relating to sales of businesses (14,499 ) (739 ) — — (15,238 ) Balance as of December 31, 2019 $ 2,351,291 $ 925,541 $ 298,101 $ 171,161 $ 3,746,094 |
Amortizable Intangible Assets
Amortizable Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | NOTE 5 Amortizable Intangible Assets Amortizable intangible assets at December 31, 2019 and 2018 consisted of the following: December 31, 2019 December 31, 2018 (in thousands) Gross carrying value Accumulated amortization Net carrying value Weighted average life in years(1) Gross carrying value Accumulated amortization Net carrying value Weighted average life in years(1) Purchased customer accounts $ 1,925,326 $ (1,011,574 ) $ 913,752 15.0 $ 1,804,404 $ (909,415 ) $ 894,989 14.9 Non-compete agreements 33,881 (30,865 ) 3,016 4.6 33,469 (29,651 ) 3,818 4.5 Total $ 1,959,207 $ (1,042,439 ) $ 916,768 $ 1,837,873 $ (939,066 ) $ 898,807 (1) Weighted average life calculated as of the date of acquisition. Amortization expense for amortizable intangible assets for the years ending December 31, 2020, 2021, 2022, 2023 and 2024 is estimated to be $101.2 million, $97.6 million, $93.1 million, $86.2 million and $82.3 million, respectively. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | NOTE 6 Investments At December 31, 2019, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 26,487 $ 174 $ (39 ) $ 26,622 Corporate debt 5,324 68 (8 ) 5,384 Total $ 31,811 $ 242 $ (47 ) $ 32,006 At December 31, 2019, the Company held $26.6 million in fixed income securities composed of U.S Treasury securities, securities issued by U.S. Government agencies and municipalities, and $5.4 million issued by corporations with investment-grade ratings. Of the total, $4.6 million is classified as short-term investments on the Consolidated Balance Sheets as maturities are less than one year in duration. Additionally, the Company holds $7.7 million in short-term investments, which are related to time deposits held with various financial institutions. For securities in a loss position, the following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2019: Less than 12 Months 12 Months or More Total (in thousands) Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ — $ — $ 7,053 $ (39 ) $ 7,053 $ (39 ) Corporate debt — — 998 (8 ) 998 (8 ) Total $ — $ — $ 8,051 $ (47 ) $ 8,051 $ (47 ) The unrealized losses from corporate issuers were caused by interest rate increases. At December 31, 2019, the Company had 10 securities in an unrealized loss position. The corporate securities are highly rated securities with no indicators of potential impairment. Based upon the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2019 . At December 31, 2018, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 21,729 $ 7 $ (222 ) $ 21,514 Corporate debt 623 — — 623 Total $ 22,352 $ 7 $ (222 ) $ 22,137 The following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2018: Less than 12 Months 12 Months or More Total (in thousands) Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 5,866 $ (6 ) $ 12,634 $ (216 ) $ 18,500 $ (222 ) Corporate debt 457 — 100 — 557 — Total $ 6,323 $ (6 ) $ 12,734 $ (216 ) $ 19,057 $ (222 ) The unrealized losses in the Company’s investments in U.S. Treasury Securities and obligations of U.S. Government Agencies and bonds from corporate issuers were caused by interest rate increases. At December 31, 2018, the Company had 20 securities in an unrealized loss position. The contractual cash flows of the U.S. Treasury Securities and obligations of the U.S. Government agencies investments are either guaranteed by the U.S. Government or an agency of the U.S. Government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. The corporate securities are highly rated securities with no indicators of potential impairment. Based upon the ability and intent of the Company to hold these investments until recovery of fair value, which may be maturity, the bonds were not considered to be other-than-temporarily impaired at December 31, 2018. The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2019 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 4,616 $ 4,628 Due after one year through five years 27,195 27,378 Due after five years through ten years — — Total $ 31,811 $ 32,006 The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2018 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 4,768 $ 4,743 Due after one year through five years 17,584 17,394 Due after five years through ten years — — Total $ 22,352 $ 22,137 The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without penalty. Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $5.8 million. This along with maturing time deposits yielded total cash proceeds from the sale of investments of $8.5 million in the period of January 1, 2019 to December 31, 2019. These proceeds, along with other sources of cash were used to purchase an additional $17.5 million of fixed maturity securities and to fund certain general corporate purposes. The gains and losses realized on those sales for the period from January 1, 2019 to December 31, 2019 were insignificant. Proceeds from the sales and maturity of the Company’s investment in fixed maturity securities were $17.1 million for the year ended December 31, 2018. This along with maturing time deposits yielded total cash proceeds from the sale of investments of $17.9 million in the period of January 1, 2018 to December 31, 2018. These proceeds were used to purchase an additional $9.3 million of fixed maturity securities and to fund certain general corporate purposes. The gains and losses realized on those sales for the period from January 1, 2018 to December 31, 2018 were insignificant. Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis. At December 31, 2019, investments with a fair value of approximately $4.1 million were on deposit with state insurance departments to satisfy regulatory requirements. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Fixed Assets | NOTE 7 Fixed Assets Fixed assets at December 31 consisted of the following: (in thousands) 2019 2018 Furniture, fixtures and equipment $ 231,005 $ 213,928 Leasehold improvements 42,485 39,194 Construction in progress 38,035 7,568 Land, buildings and improvements 8,400 8,185 Total cost 319,925 268,875 Less accumulated depreciation and amortization (171,298 ) (168,480 ) Total $ 148,627 $ 100,395 Depreciation and amortization expense for fixed assets amounted to $23.4 million in 2019, $22.8 million in 2018 and $22.7 million in 2017. Construction in progress reflects expenditures related to the construction of the new headquarters in Daytona Beach, Florida. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 8 Accrued Expenses and Other Current Liabilities Accrued expenses and other liabilities at December 31 consisted of the following: (in thousands) 2019 2018 Accrued incentive compensation $ 144,475 $ 120,228 Accrued compensation and benefits 60,260 51,731 Lease liability (1) 43,415 — Deferred revenue 41,180 37,018 Reserve for policy cancellations 18,353 15,197 Accrued interest 10,984 7,669 Accrued rent and vendor expenses (1) 7,422 34,110 Other 11,628 13,357 Total $ 337,717 $ 279,310 (1) The Lease liability is the current portion of the Operating lease liabilities as reflected in the Consolidated Balance Sheets as of December 31, 2019. The accrued rent previously deferred under Topic 840 was reclassified to Operating lease assets upon the adoption of Topic 842 as described in Note 1 “Summary of Significant Accounting Policies”. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 9 Long-Term Debt Long-term debt at December 31, 2019 and 2018 consisted of the following: (in thousands) December 31, 2019 December 31, 2018 Current portion of long-term debt: Current portion of 5-year $ 40,000 $ 35,000 Current portion of 5-year expires 2023 15,000 15,000 Total current portion of long-term debt 55,000 50,000 Long-term debt: Note agreements: 4.200% Senior Notes, semi-annual interest payments, balloon due 2024 499,259 499,101 4.500% Senior Notes, semi-annual interest payments, balloon due 2029 349,484 — Total notes 848,743 499,101 Credit agreements: 5-year payments, LIBOR plus up to 1.750%, expires June 28, 2022 290,000 330,000 5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022 100,000 350,000 5-year payments, LIBOR plus up to 1.750%, expires December 21, 2023 270,000 285,000 Total credit agreements 660,000 965,000 Debt issuance costs (contra) (8,400 ) (7,111 ) Total long-term debt less unamortized discount and debt issuance costs 1,500,343 1,456,990 Current portion of long-term debt 55,000 50,000 Total debt $ 1,555,343 $ 1,506,990 On June 28, 2017, the Company entered into an amended and restated credit agreement (the “Amended and Restated Credit Agreement”) with the lenders named therein, JPMorgan Chase Bank, N.A. as administrative agent and certain other banks as co-syndication agents and co-documentation agents. The Amended and Restated Credit Agreement amended and restated the credit agreement dated April 17, 2014, among such parties (the “Original Credit Agreement”). The Amended and Restated Credit Agreement extends the applicable maturity date of the existing revolving credit facility (the “Revolving Credit Facility”) of $800.0 million to June 28, 2022 and re-evidences unsecured term loans at $400.0 million On September 18, 2014, the Company issued $500.0 million of 4.200% unsecured Senior Notes due in 2024. The Senior Notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions and regulations which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay the outstanding balance of $475.0 million on the Revolving Credit Facility and for other general corporate purposes. As of December 31, 2019 and December 31, 2018 , there was an outstanding debt balance of $500.0 million exclusive of the associated discount balance. On December 21, 2018, the Company entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with the lenders named therein, Wells Fargo Bank, National Association, as administrative agent, and certain other banks as co-syndication agents and as joint lead arrangers and joint bookrunners. The Term Loan Credit Agreement provides for an unsecured term loan in the initial amount of $300.0 million, which may, subject to lenders’ discretion, potentially be increased up to an aggregate amount of $450.0 million (the “Term Loan”). The Term Loan is repayable over the five-year On March 11, 2019, the Company completed the issuance of $350.0 million aggregate principal amount of the Company's 4.500% Senior Notes due 2029. The Senior Notes were given investment grade ratings of BBB-/Baa3 with a stable outlook. The notes are subject to certain covenant restrictions, which are customary for credit rated obligations. At the time of funding, the proceeds were offered at a discount of the original note amount, which also excluded an underwriting fee discount. The net proceeds received from the issuance were used to repay a portion of the outstanding balance of $350.0 million on the Revolving Credit Facility, utilized in connection with the financing related to our acquisition of Hays and for other general corporate purposes. As of December 31, 2019, there was an outstanding debt balance of $350.0 million exclusive of the associated discount balance. The Amended and Restated Credit Agreement and Term Loan Credit Agreement require the Company to maintain certain financial ratios and comply with certain other covenants. The Company was in compliance with all such covenants as of December 31, 2019 and December 31, 2018. The 30-day Adjusted LIBOR Rate for the term loan and Revolving Credit Facility of the Amended and Restated Credit Agreement and Term Loan Credit Agreement as of December 31, 2019 was 1.813%, 1.750% and 1.813%, respectively. Interest paid in 2019, 2018 and 2017 was $58.3 million, $38.0 million, and $36.2 million, respectively. At December 31, 2019, maturities of long-term debt were $55.0 million in 2020, $70.0 million in 2021, $380.0 million in 2022, $210.0 million in 2023, $500.0 million in 2024 and $350.0 million in 2029. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 10 Income Taxes On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The Tax Reform Act makes changes to the U.S. tax code that affected our income tax rate in 2017. The Tax Reform Act reduces the U.S. federal corporate income tax rate from 35.0% to 21.0% and requires companies to pay a one-time transition tax on certain unrepatriated earnings from foreign subsidiaries. The Tax Reform Act also establishes new tax laws that became effective January 1, 2018. ASC 740 requires a company to record the effects of a tax law change in the period of enactment, however, shortly after the enactment of the Tax Reform Act, the SEC staff issued SAB 118, which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year. For 2017, we made a reasonable estimate of the impact of the Tax Reform Act and recorded a one-time credit in our 2017 income tax expense of $120.9 million, which reflects an estimated reduction in our deferred income tax liabilities of $124.2 million as a result of the maximum federal rate decreasing to 21.0% from 35.0%, which was partially offset by an estimated increase in income tax payable in the amount of $3.3 million as a result of the transition tax on cash and cash equivalent balances related to untaxed accumulated earnings associated with our international operations. During 2018, we made a credit adjustment to the transition tax on untaxed international operations in the amount of $1.6 million. This adjustment was a reduction of income tax expense for 2018 as a result of updated calculations based on the Company’s tax filings for the 2017 year end. As of December 31, 2019, management does not expect any further changes to the amounts previously recorded and adjusted under SAB 118. Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) 2019 2018 2017 Current: Federal $ 85,507 $ 77,694 $ 129,954 State 28,905 25,096 21,392 Foreign 620 409 929 Total current provision 115,032 103,199 152,275 Deferred: Federal 14,994 8,483 18,999 State (2,587 ) 6,519 2,984 Foreign (24 ) 6 — Tax Reform Act deferred tax revaluation — — (124,166 ) Total deferred provision 12,383 15,008 (102,183 ) Total tax provision $ 127,415 $ 118,207 $ 50,092 A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows: 2019 2018 2016 Federal statutory tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal income tax benefit 3.8 5.7 3.8 Non-deductible employee stock purchase plan expense 0.3 0.2 0.3 Non-deductible meals and entertainment 0.3 0.3 0.3 Non-deductible officers’ compensation 0.2 0.3 — Tax Reform Act deferred tax revaluation and transition tax impact — (0.3 ) (26.9 ) Other, net (1.4 ) (1.6 ) (1.4 ) Effective tax rate 24.2 % 25.6 % 11.1 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes. Significant components of the Company’s net deferred tax liabilities as of December 31 are as follows: (in thousands) 2019 2018 Non-current deferred tax liabilities: Intangible assets $ 360,660 $ 334,200 Fixed assets 10,325 4,929 ASC 842 lease liabilities 46,188 — Impact of adoption of ASC 606 revenue recognition 24,687 29,729 Net unrealized holding (loss)/gain on available-for-sale securities 36 (78 ) Total non-current deferred tax liabilities 441,896 368,780 Non-current deferred tax assets: Deferred compensation 52,566 41,293 Accruals and reserves 7,743 10,455 ASC 842 ROU asset 52,185 — Net operating loss carryforwards and 163(j) disallowed carryforwards 2,377 2,196 Valuation allowance for deferred tax assets (1,252 ) (896 ) Total non-current deferred tax assets 113,619 53,048 Net non-current deferred tax liability $ 328,277 $ 315,732 On adoption of the new Lease Standard ASC 842, the Company has recorded the 2019 lease liabilities of $46.2 million and ROU assets total $52.2 million. In 2018, the accruals and reserves total of $10.5 million includes the net deferred tax assets associated with accrued leases of $3.9 million. Income taxes paid in 2019, 2018 and 2017 were $110.0 million, $110.6 million and $152.0 million, respectively. At December 31, 2019, the Company had net operating loss carryforwards of $0.1 million and $39.9 million for federal and state income tax reporting purposes, respectively, portions of which expire in the years 2020 through indefinite. The federal carryforward is derived from insurance operations acquired by the Company in 2001. The state carryforward amount is derived from the operating results of certain subsidiaries and from the 2013 stock acquisition of Beecher Carlson Holdings, Inc. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2019 2018 2017 Unrecognized tax benefits balance at January 1 $ 1,639 $ 1,694 $ 750 Gross increases for tax positions of prior years 778 594 1,070 Gross decreases for tax positions of prior years (791 ) (5 ) — Settlements (499 ) (644 ) (126 ) Unrecognized tax benefits balance at December 31 $ 1,127 $ 1,639 $ 1,694 The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2019, 2018 and 2017 the Company had $217,635, $197,205 and $228,608 of accrued interest and penalties related to uncertain tax positions, respectively. The total amount of unrecognized tax benefits that would affect the Company’s effective tax rate if recognized was $1.1 million as of December 31, 2019, $1.6 million as of December 31, 2018 and $1.7 million as of December 31, 2017. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. As a result of a 2006 Internal Revenue Service (“IRS”) audit, the Company agreed to accrue at each December 31, for tax purposes only, a known amount of profit-sharing contingent commissions represented by the actual amount of profit-sharing contingent commissions received in the first quarter of the related year, with a true-up adjustment to the actual amount received by the end of the following March. Since this method for tax purposes differed from the method used for book purposes, it resulted in a current deferred tax asset as of December 31, 2017. As of January 1, 2018, pursuant to ASU 606, Revenue Recognition, the deferred tax asset was removed and was included in the Company’s overall beginning retained earnings adjustment per ASC 606. The Company will now follow book treatment for accrued profit-sharing contingent commissions. The Company is subject to taxation in the United States and various state jurisdictions. The Company is also subject to taxation in the United Kingdom and Canada. In the United States, federal returns for fiscal years 2016 through 2019 remain open and subject to examination by the IRS. The Company files and remits state income taxes in various states where the Company has determined it is required to file state income taxes. The Company’s filings with those states remain open for audit for the fiscal years 2015 through 2019. In the United Kingdom, the Company’s filings remain open for audit for the fiscal years 2018 and 2019. In Canada, the Company’s filings remain open for audit for the fiscal years 2016 through 2019. During 2017, the Company settled the previously disclosed IRS income tax audit of The Wright Insurance Group for the short period ended May 1, 2014. Pursuant to the agreement in which the Company acquired The Wright Insurance Group, the Company was fully indemnified for all audit-related assessments. During 2018, the Company settled the previously disclosed State of Massachusetts income tax audit for the fiscal year 2013 through 2014. During 2019, the Company settled the previously disclosed State of Colorado income tax audit for the fiscal years 2013-2016, the State of Kansas income tax audit for the fiscal years 2014-2016, and the State of New York income tax audit for the fiscal years 2015-2017. In addition, the Company is currently under audit in the states of California, Illinois, and Massachusetts for the fiscal years 2015 through 2017. In general, it is our practice and intention to reinvest the earnings of our non-U.S. subsidiaries in those operations. |
Employee Savings Plan
Employee Savings Plan | 12 Months Ended |
Dec. 31, 2019 | |
Employee Savings Plan [Abstract] | |
Employee Savings Plan | NOTE 11 Employee Savings Plan The Company has an Employee Savings Plan (401(k)) in which substantially all employees with more than 30 days of service are eligible to participate. Under this plan, the Company makes matching contributions of up to 4.0% of each participant’s annual compensation. Prior to 2014, the Company’s matching contribution was up to 2.5% of each participant’s annual compensation with an additional discretionary profit-sharing contribution each year, which equaled 1.5% of each eligible employee’s compensation. The Company’s contribution expense to the plan totaled $22.8 million in 2019, $22.8 million in 2018 and $19.6 million in 2017. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | NOTE 12 Stock-Based Compensation Performance Stock Plan In 1996, the Company adopted and the shareholders approved a performance stock plan, under which until the suspension of the plan in 2010, up to 28,800,000 Performance Stock Plan (“PSP”) shares could be granted to key employees contingent on the employees’ future years of service with the Company and other performance-based criteria established by the Compensation Committee of the Company’s Board of Directors. Before participants may take full title to Performance Stock, two vesting conditions must be met. Of the grants currently outstanding, specified portions satisfied the first condition for vesting based upon 20 % incremental increases in the 20-trading-day average stock price of Brown & Brown’s common stock from the price on the business day prior to date of grant. Performance Stock that has satisfied the first vesting condition is considered “awarded shares.” Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted net income per share. Dividends are paid on awarded shares and participants may exercise voting privileges on such shares. Awarded shares satisfy the second condition for vesting on the earlier of a participant’s: (i) 15 years of continuous employment with Brown & Brown from the date shares are granted to the participants (or, in the case of the July 2009 grant to Powell Brown, 20 years ), (ii) attainment of age 64 (on a prorated basis corresponding to the number of years since the date of grant), or (iii) death or disability. On April 28, 2010, the PSP was suspended and any remaining authorized, but unissued shares, as well as any shares forfeited in the future, will be reserved for issuance under the 2010 Stock Incentive Plan (the “ 2010 SIP”). At December 31, 2019, 10,239,624 shares had been granted, net of forfeitures, under the PSP. As of December 31, 2019, 1,051,292 shares had met the first condition of vesting and had been awarded, and 9,188,332 shares had satisfied both conditions of vesting and had been distributed to participants. Of the shares that have not vested as of December 31, 2019, the initial stock prices ranged from $8.30 to $12.84. The Company uses a path-dependent lattice model to estimate the fair value of PSP grants on the grant date. A summary of PSP activity for the years ended December 31, 2019, 2018 and 2017 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2017 $ 5.11 2,006,550 2,006,550 — Granted $ — — — — Awarded $ — — — — Vested $ 4.81 (277,602 ) (277,602 ) — Forfeited $ 5.24 (34,472 ) (34,472 ) — Outstanding at December 31, 2017 $ 5.16 1,694,476 1,694,476 — Granted $ — — — — Awarded $ — — — — Vested $ 5.53 (453,860 ) (453,860 ) — Forfeited $ 4.92 (44,524 ) (44,524 ) — Outstanding at December 31, 2018 $ 5.03 1,196,092 1,196,092 — Granted $ — — — — Awarded $ — — — — Vested $ 5.29 (115,040 ) (115,040 ) — Forfeited $ 4.74 (29,760 ) (29,760 ) — Outstanding at December 31, 2019 $ 5.00 1,051,292 1,051,292 — The total fair value of PSP grants that vested during each of the years ended December 31, 2019, 2018 and 2017 was $3.5 million, $11.9 million and $6.3 million, respectively. Stock Incentive Plans On April 28, 2010, the shareholders of the Company, Inc. approved the 2010 Stock Incentive Plan (“2010 SIP”), which was suspended on May 1, 2019. On May 1, 2019, the shareholders of the Company, Inc. approved the 2019 Stock Incentive Plan (“2019 SIP”) that provides for the granting of restricted stock, restricted stock units, stock options, stock appreciation rights, and other stock-based awards to employees and directors contingent on performance-based and/or time-based criteria established by the Compensation Committee of the Company’s Board of Directors. In addition, the 2019 SIP provides for a limited delegation of authority of the Company’s Chief Executive Officer to grant awards to individuals who are not subject to Section 16 of the Securities Exchange Act of 1934. The principal purpose of the 2019 SIP is to attract, incentivize and retain key employees by offering those persons an opportunity to acquire or increase a direct proprietary interest in the Company’s operations and future success. The number of shares of stock reserved for issuance under the 2019 SIP is 2,283,475 shares, plus any shares that are authorized for issuance under the 2010 SIP (described below), and not already subject to grants under the 2010 SIP, and that were outstanding as of May 1, 2019, the date of suspension of the 2010 SIP, together with PSP shares, 2010 SIP shares and 2019 SIP shares forfeited after that date. As of May 1, 2019, 6,957,897 shares were available for issuance under the 2010 SIP, which were then transferred to the 2019 SIP. The Company has granted stock to our employees in the form of Restricted Stock Awards and Performance Stock Awards under the 2010 SIP and 2019 SIP. To date, a substantial majority of stock grants to employees under these plans vest in five to ten years. The Performance Stock Awards are subject to the achievement of certain performance criteria by grantees, which may include growth in a defined book of business, Organic Revenue growth and operating profit growth of a profit center, Organic Revenue growth of the Company and consolidated diluted net income per share growth at certain levels of the Company. The performance measurement period ranges from three to five years . Beginning in 2016, certain Performance Stock Awards have a payout range between 0 % to 200 % depending on the achievement against the stated performance target. Prior to 2016, the majority of the grants had a binary performance measurement criteria that only allowed for 0 % or 100 % payout. Non-employee members of the Board of Directors received shares annually issued pursuant to the 2010 SIP as part of their annual compensation. A total of 22,700 shares were issued in January 2017, 26,620 shares were issued in January 2018 and 27,885 shares were issued in April 2019. The Company uses the closing stock price on the day prior to the grant date to determine the fair value of grants under the 2010 SIP and 2019 SIP and then applies an estimated forfeiture factor to estimate the annual expense. Additionally, the Company uses the path-dependent lattice model to estimate the fair value of grants with PSP-type vesting conditions as of the grant date. SIP shares that satisfied the first vesting condition for PSP-type grants or the established performance criteria are considered awarded shares. Awarded shares are included as issued and outstanding common stock shares and are included in the calculation of basic and diluted net income per share. A summary of 2010 SIP and 2019 SIP activity for the years ended December 31, 2019, 2018 and 2017 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2017 $ 14.98 12,256,112 4,802,588 7,453,524 Granted $ 20.82 1,392,912 241,334 1,151,578 (1) Awarded $ 15.72 — 326,808 (326,808 ) Vested $ 12.61 (484,914 ) (484,914 ) — Forfeited $ 14.89 (342,120 ) (76,212 ) (265,908 ) Outstanding at December 31, 2017 $ 15.58 12,821,990 4,809,604 8,012,386 Granted $ 22.87 1,577,721 454,313 1,123,408 (2) Awarded $ 15.89 — 2,489,905 (2,489,905 ) Vested $ 14.09 (933,916 ) (933,916 ) — Forfeited $ 16.37 (2,363,420 ) (224,587 ) (2,138,833 ) Outstanding at December 31, 2018 $ 16.69 11,102,375 6,595,319 4,507,056 Granted $ 28.53 1,812,047 797,778 1,014,269 (3) Awarded $ 17.26 299,339 1,954,983 (1,655,644 ) Vested $ 14.29 (1,068,211 ) (1,068,211 ) — Forfeited $ 19.09 (503,632 ) (209,293 ) (294,339 ) Outstanding at December 31, 2019 $ 18.10 11,641,918 8,070,576 3,571,342 ( 1 ) Of the 1,151,578 shares of performance-based restricted stock granted in 2017, the payout for 641,652 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. ( 2 ) Of the 1,123,408 shares of performance-based restricted stock granted in 2018, the payout for 576,886 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. (3) Of the 1,014,269 shares of performance-based restricted stock granted in 2019, the payout for 501,384 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. The following table sets forth information as of December 31, 2019, 2018 and 2017, with respect to the number of time-based restricted shares granted and awarded, the number of performance-based restricted shares granted, and the number of performance-based restricted shares awarded under our Performance Stock Plan and 2010 Stock Incentive Plan: Year Time-based restricted stock granted and awarded Performance-based restricted stock granted Performance-based restricted stock awarded 2019 797,778 1,014,269 (1) 1,954,983 2018 454,313 1,123,408 (2) 2,489,905 2017 241,334 1,151,578 (3) 326,808 (1) Of the 1,014,269 shares of performance-based restricted stock granted in 2019, the payout for 501,384 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. ( 2 ) Of the 1,123,408 shares of performance-based restricted stock granted in 2018, the payout for 576,886 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. ( 3 ) Of the 1,151,578 shares of performance-based restricted stock granted in 2017, the payout for 641,652 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. At December 31, 2019, 9,515,603 shares were available for future grants under the 2019 SIP. This amount is calculated assuming the maximum payout for all restricted stock grants. Employee Stock Purchase Plan The Company has a shareholder-approved Employee Stock Purchase Plan (“ESPP”) with a total of 34,000,000 authorized shares of which 6,340,598 were available for future subscriptions as of December 31, 2019. Employees of the Company who regularly work 20 hours or more per week are eligible to participate in the ESPP. Participants, through payroll deductions, may allot up to 10% of their compensation towards the purchase of a maximum of $25,000 worth of Company stock between August 1st of each year and the following July 31st (the “Subscription Period”) at a cost of 85% of the lower of the stock price as of the beginning or end of the Subscription Period. The Company estimates the fair value of an ESPP share option as of the beginning of the Subscription Period as the sum of: (1) 15% of the quoted market price of the Company’s stock on the day prior to the beginning of the Subscription Period, and (2) 85% of the value of a one-year stock option on the Company stock using the Black-Scholes option-pricing model. The estimated fair value of an ESPP share option as of the Subscription Period beginning in August 2019 was $7.46. The fair values of an ESPP share option as of the Subscription Periods beginning in August 2018 and 2017, were $5.88 and $4.32, respectively. For the ESPP plan years ended July 31, 2019, 2018 and 2017, the Company issued 976,303, 985,601 and 1,058,024 shares of common stock, respectively. These shares were issued at an aggregate purchase price of $24.0 million, or $24.63 per share, in 2019, $18.7 million, or $18.96 per share, in 2018, and $16.4 million, or $15.52 per share, in 2017. For the five months ended December 31, 2019, 2018 and 2017 (portions of the 2019-2020, 2018-2019 and 2017-2018 plan years), 419,446, 402,349 and 435,027 shares of common stock (from authorized but unissued shares), respectively, were subscribed to by ESPP participants for proceeds of approximately $12.8 million, $9.9 million and $8.2 million, respectively. Summary of Non-Cash Stock-Based Compensation Expense The non-cash stock-based compensation expense for the years ended December 31 is as follows: (in thousands) 2019 2018 2017 Stock incentive plans $ 39,626 $ 28,027 $ 24,899 Employee stock purchase plan 6,504 4,744 4,025 Performance stock plan 864 748 1,707 Total $ 46,994 $ 33,519 $ 30,631 Summary of Unamortized Compensation Expense As of December 31, 2019, the Company estimates there to be $109.7 million of unamortized compensation expense related to all non-vested stock-based compensation arrangements granted under the Company’s stock-based compensation plans, based upon current projections of grant measurement against performance criteria. That expense is expected to be recognized over a weighted average period of 3.27 years. |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | NOTE 13 Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities The Company’s cash paid during the period for interest and income taxes are summarized as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Cash paid during the period for: Interest $ 58,290 $ 38,032 $ 36,172 Income taxes $ 110,046 $ 110,557 $ 152,024 The Company’s significant non-cash investing and financing activities are summarized as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Other payables issued for purchased customer accounts $ 12,135 $ 5,462 $ 11,708 Estimated acquisition earn-out payables and related charges $ 82,872 $ 77,378 $ 6,921 Notes received on the sale of fixed assets and customer accounts $ 9,903 $ 52 $ — Our Balance as of December 31, (in thousands) 2019 2018 2017 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 542,174 $ 438,961 $ 573,383 Restricted cash 420,801 338,635 250,705 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 962,975 $ 777,596 $ 824,088 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 Commitments and Contingencies Legal Proceedings The Company records losses for claims in excess of the limits of, or outside the coverage of, applicable insurance at the time and to the extent they are probable and estimable. In accordance with ASC Topic 450- Contingencies The Company’s accruals for legal matters that were probable and estimable were not material at December 31, 2019 and 2018. We continue to assess certain litigation and claims to determine the amounts, if any, that management believes will be paid as a result of such claims and litigation and, therefore, additional losses may be accrued and paid in the future, which could adversely impact the Company’s operating results, cash flows and overall liquidity. The Company maintains third-party insurance policies to provide coverage for certain legal claims, in an effort to mitigate its overall exposure to unanticipated claims or adverse decisions. However, as (i) one or more of the Company’s insurance carriers could take the position that portions of these claims are not covered by the Company’s insurance, (ii) to the extent that payments are made to resolve claims and lawsuits, applicable insurance policy limits are eroded and (iii) the claims and lawsuits relating to these matters are continuing to develop, it is possible that future results of operations or cash flows for any particular quarterly or annual period could be materially affected by unfavorable resolutions of these matters. Based upon the AM Best Company ratings of these third-party insurers, management does not believe there is a substantial risk of an insurer’s material non-performance related to any current insured claims. On the basis of current information, the availability of insurance and legal advice, in management’s opinion, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, would have a material adverse effect on its financial condition, operations and/or cash flows. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 15 Leases Substantially all of the Company's operating lease right-of-use assets and operating lease liabilities represent real estate leases for office space used to conduct the Company's business that expire on various dates through 2043. Leases generally contain renewal options and escalation clauses based upon increases in the lessors’ operating expenses and other charges. The Company anticipates that most of these leases will be renewed or replaced upon expiration. The Company assess at inception of a contract if it contains a lease. This assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. Variable lease cost is lease payments that are based on an index or similar rate. They are initially measured using the index or rate in effect at lease commencement and are based on the minimum payments stated in the lease. Additional payments based on the change in an index or rate, or payments based on a change in the Company's portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. The right-of-use asset is initially measured at cost, which is primarily comp o sed of the initial lease liability, plus any initial direct costs incurred, less any lease incentives received. The lease liability is initially measured at the present value of the minimum lease payments through the term of the lease. Minimum lease payments are discounted to present value using the incremental borrowing rate at the lease commencement date, which approximates the rate of interest the Company expects to be paid on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms and economic conditions. The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheet s is as follows: (in thousands) December 31, 2019 Balance Sheet Assets: Operating lease right-of-use assets 184,288 Total assets Operating lease assets $ 184,288 Liabilities: Current operating lease liabilities Accrued expenses and other liabilities 43,415 Non-current operating lease liabilities Operating lease liabilities 167,855 Total liabilities $ 211,270 As of December 31, 2019, the Company has entered into future lease agreements expected to commence in 2020 and 2021 consisting of undiscounted lease liabilities of $5.1 million and $0.6 million, respectively. The components of lease cost for operating leases for the 12 months ended December 31, 2019 were: (in thousands) Twelve Months Ended December 31, 2019 Operating leases: Lease cost $ 49,872 Variable lease cost 3,819 Short term lease cost 267 Operating lease cost $ 53,958 Sublease income (1,386 ) Total lease cost net $ 52,572 The weighted average remaining lease term and the weighted average discount rate for operating leases as of December 31, 2019 were: Weighted-average remaining lease term 6.00 Weighted-average discount rate 3.70 Maturities of the operating lease liabilities by fiscal year at December 31, 2019 for the Company's operating leases are as follows: (in thousands) Operating Leases 2020 $ 48,884 2021 45,547 2022 38,056 2023 31,625 2024 24,469 Thereafter 51,571 Total undiscounted lease payments 240,152 Less: Imputed interest 28,882 Total minimum future lease payments $ 211,270 At December 31, 2018, the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows: (in thousands) December 31, 2018 2019 $ 48,292 2020 43,517 2021 34,836 2022 27,035 2023 19,981 Thereafter 36,349 Total minimum future lease payments $ 210,010 Supplemental cash flow information for operating leases: (in thousands) Twelve months ended December 31, 2019 Cash paid for amounts included in measurement of liabilities Operating cash flows from operating leases $ 51,894 Right-of-use assets obtained in exchange for new operating liabilities $ 46,730 |
Quarterly Operating Results (Un
Quarterly Operating Results (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Operating Results (Unaudited) | NOTE 16 Quarterly Operating Results (Unaudited) Quarterly operating results for 2019 and 2018 were as follows: (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2019 Total revenues $ 619,280 $ 575,219 $ 618,683 $ 578,989 Total expenses $ 470,760 $ 451,697 $ 466,845 $ 476,940 Income before income taxes $ 148,520 $ 123,522 $ 151,838 $ 102,049 Net income $ 113,896 $ 92,593 $ 115,506 $ 76,519 Net income per share: Basic $ 0.41 $ 0.33 $ 0.41 $ 0.27 Diluted $ 0.40 $ 0.33 $ 0.41 $ 0.27 2018 Total revenues $ 501,461 $ 473,187 $ 530,850 $ 508,748 Total expenses $ 383,020 $ 372,277 $ 388,350 $ 408,137 Income before income taxes $ 118,441 $ 100,910 $ 142,500 $ 100,611 Net income $ 90,828 $ 73,922 $ 106,053 $ 73,452 Net income per share: Basic $ 0.33 $ 0.27 $ 0.38 $ 0.26 Diluted $ 0.32 $ 0.26 $ 0.38 $ 0.26 Quarterly financial results are affected by seasonal variations. The timing of the insurance policy renewals sold by the Company and acquisitions may cause revenues, expenses and net income to vary significantly between quarters. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 17 Segment Information Brown & Brown’s business is divided into four reportable segments: (1) the Retail Segment, which provides a broad range of insurance products and services to commercial, public and quasi-public entities, and to professional and individual customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses, (2) the National Programs Segment, which acts as an MGA, provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through nationwide networks of independent agents, and Brown & Brown retail agents, (3) the Wholesale Brokerage Segment, which markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents, and (4) the Services Segment, which provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services. Brown & Brown conducts all of its operations within the United States of America, except for a wholesale brokerage operation based in London, England, retail operations in Bermuda and the Cayman Islands, and a national programs operation in Canada. These operations earned $17.7 million, $15.2 million and $15.9 million of total revenues for the years ended December 31, 2019, 2018 and 2017, respectively. Long-lived assets held outside of the United States during each of these three years were not material. The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its segments based upon revenues and income before income taxes. Inter-segment revenues are eliminated. Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes any income and expenses not allocated to reportable segments and corporate-related items, including the intercompany interest expense charge to the reporting segment. Year Ended December 31, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,367,261 $ 518,384 $ 310,087 $ 193,781 $ 2,658 $ 2,392,171 Investment income $ 149 $ 1,397 $ 178 $ 139 $ 3,917 $ 5,780 Amortization $ 63,146 $ 25,482 $ 11,191 $ 5,479 $ — $ 105,298 Depreciation $ 7,390 $ 6,791 $ 1,674 $ 1,229 $ 6,333 $ 23,417 Interest expense $ 87,295 $ 16,690 $ 4,756 $ 4,404 $ (49,485 ) $ 63,660 Income before income taxes $ 222,875 $ 143,737 $ 82,739 $ 40,337 $ 36,241 $ 525,929 Total assets $ 6,413,459 $ 3,110,368 $ 1,390,250 $ 481,336 $ (3,772,592 ) $ 7,622,821 Capital expenditures $ 12,497 $ 10,365 $ 6,171 $ 804 $ 43,271 $ 73,108 Year Ended December 31, 2018 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $ 2,014,246 Investment income $ 2 $ 506 $ 165 $ 205 $ 1,868 $ 2,746 Amortization $ 44,386 $ 25,954 $ 11,391 $ 4,813 $ — $ 86,544 Depreciation $ 5,289 $ 5,486 $ 1,628 $ 1,558 $ 8,873 $ 22,834 Interest expense $ 35,969 $ 26,181 $ 5,254 $ 2,869 $ (29,693 ) $ 40,580 Income before income taxes $ 217,845 $ 117,375 $ 70,171 $ 34,508 $ 22,563 $ 462,462 Total assets $ 5,850,045 $ 2,940,097 $ 1,283,877 $ 471,572 $ (3,856,923 ) $ 6,688,668 Capital expenditures $ 6,858 $ 12,391 $ 2,518 $ 1,525 $ 18,228 $ 41,520 Year Ended December 31, 2017 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 943,460 $ 479,813 $ 271,737 $ 165,372 $ 20,965 $ 1,881,347 Investment income $ 8 $ 384 $ — $ 299 $ 935 $ 1,626 Amortization $ 42,164 $ 27,277 $ 11,456 $ 4,548 $ 1 $ 85,446 Depreciation $ 5,210 $ 6,325 $ 1,885 $ 1,600 $ 7,678 $ 22,698 Interest expense $ 31,133 $ 35,561 $ 6,263 $ 3,522 $ (38,163 ) $ 38,316 Income before income taxes $ 196,616 $ 109,961 $ 68,844 $ 30,498 $ 43,803 $ 449,722 Total assets $ 4,255,515 $ 3,267,486 $ 1,260,239 $ 399,240 $ (3,434,930 ) $ 5,747,550 Capital expenditures $ 4,494 $ 5,936 $ 1,836 $ 1,033 $ 10,893 $ 24,192 |
Insurance Company WNFIC
Insurance Company WNFIC | 12 Months Ended |
Dec. 31, 2019 | |
Reinsurance Disclosures [Abstract] | |
Insurance Company WNFIC | NOTE 18 Insurance Company WNFIC Although the reinsurers are liable to the Company for amounts reinsured, our subsidiary, WNFIC remains primarily liable to its policyholders for the full amount of the policies written whether or not the reinsurers meet their obligations to the Company when they become due. The effects of reinsurance on premiums written and earned at December 31 are as follows: 2019 2018 (in thousands) Written Earned Written Earned Direct premiums $ 697,072 $ 668,971 $ 619,223 $ 602,320 Assumed premiums — — — — Ceded premiums 697,059 668,958 619,206 602,303 Net premiums $ 13 $ 13 $ 17 $ 17 All premiums written by WNFIC under the National Flood Insurance Program are 100.0% ceded to FEMA, for which WNFIC received a 30.0% expense allowance from January 1, 2019 through September 30, 2019 and a 30.1% expense allowance from October 1, 2019 through December 31, 2019. As of December 31, 2019 and 2018, the Company ceded $694.9 million and $617.2 million of written premiums, respectively. As of December 31, 2019, the Consolidated Balance Sheets contained Reinsurance recoverable of $58.5 million and Prepaid reinsurance premiums of $366.0 million. As of December 31, 2018, the Consolidated Balance Sheets contained reinsurance recoverable of $65.4 million and prepaid reinsurance premiums of $337.9 million. There was no net activity in the reserve for losses and loss adjustment expense for the year ended December 31, 2019, and $0.2 million net activity in the reserve for losses and loss adjustment expense for the year ended December 31, 2018, as WNFIC’s direct premiums written were 100.0% ceded to two reinsurers. The balance of the reserve for losses and loss adjustment expense, excluding related reinsurance recoverables was $58.5 million as of December 31, 2019 and $65.4 million as of December 31, 2018. WNFIC maintains capital in excess of minimum statutory amount of $7.5 million as required by regulatory authorities. The statutory capital and surplus of WNFIC was $29.6 million as of December 31, 2019 and $19.4 million as of December 31, 2018. As of December 31, 2019 and 2018, WNFIC generated statutory net income of $8.1 million and $4.5 million, respectively. The maximum amount of ordinary dividends that WNFIC can pay to shareholders in a rolling 12 month period is limited to the greater of 10.0% of statutory adjusted capital and surplus of |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 19 Shareholders’ Equity Under the authorization from the Company’s Board of Directors, shares may be purchased from time to time, at the Company’s discretion and subject to the availability of stock, market conditions, the trading price of the stock, alternative uses for capital, the Company’s financial performance and other potential factors. These purchases may be carried out through open market purchases, block trades, accelerated share repurchase plans of up to $100.0 million each (unless otherwise approved by the Board of Directors), negotiated private transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. On May 1, 2019, the Company's Board of Directors authorized the purchasing of up to an additional $372.5 million of the Company's outstanding common stock. During 2017, the Company repurchased 2,883,349 shares at an average price of $48.51 for a total cost of $139.9 million under the current share repurchase authorization. During 2018, the Company entered into accelerated share repurchase agreement (“ASR”) with an investment bank to purchase an aggregate $100.0 million of the Company’s common stock. As part of the ASR, the company received an initial share delivery of 2,910,150 shares of the Company’s common stock with a fair market value of approximately $80.0 million in 2018. On May 17, 2019, this agreement was completed with the delivery of 566,599 shares of the Company’s common stock. In addition to the settlement of the ASR, during 2019, the Company made share repurchases in the open market of 1,087,914 shares at a total cost of $38.7 million, at an average price of $35.55 per share. At December 31, 2019, the remaining amount authorized by our Board of Directors for share repurchases was approximately $461.3 million. Under the authorized repurchase programs, the Company has repurchased a total of approximately 15.5 million shares for an aggregate cost of approximately $536.2 million between 2014 and 2019. The aforementioned share amounts have not been adjusted for the March 28, 2018 2-for-1 stock split, as treasury shares did not participate in this stock split transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Brown & Brown, Inc., a Florida corporation, and its subsidiaries (collectively, “Brown & Brown” or the “Company”) is a diversified insurance agency, wholesale brokerage, insurance programs and service organization that markets and sells insurance products and services, primarily in the property, casualty and employee benefits areas. Brown & Brown’s business is divided into four reportable segments. The Retail Segment provides a broad range of insurance products and services to commercial, public and quasi-public, professional and individual insured customers, and non-insurance risk-mitigating products through our automobile dealer services (“F&I”) businesses. The National Programs Segment, which acts as a managing general agent (“MGA”), provides professional liability and related package products for certain professionals, a range of insurance products for individuals, flood coverage, and targeted products and services designated for specific industries, trade groups, governmental entities and market niches, all of which are delivered through a nationwide network of independent agents, including Brown & Brown retail agents. The Wholesale Brokerage Segment markets and sells excess and surplus commercial and personal lines insurance, primarily through independent agents and brokers, as well as Brown & Brown retail agents. The Services Segment provides insurance-related services, including third-party claims administration and comprehensive medical utilization management services in both the workers’ compensation and all-lines liability arenas, as well as Medicare Set-aside services, Social Security disability and Medicare benefits advocacy services and claims adjusting services. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which provides guidance for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). ASU 2018-15 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The impact of ASU 2018-15 is not expected to be material to the Company. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The new guidance eliminates Step 2 of the goodwill impairment test. The updated guidance requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit to its carrying value, and recognizing a non-cash impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. ASU 2017-04 will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 and will be applied prospectively. The Company is currently evaluating the impact of this guidance on future interim or annual goodwill impairment tests performed. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230)”: Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) (“ASU 2016-15”), which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified and applies to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. ASU 2016-15 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 with early adoption permitted. The Company adopted ASU 2016-15 effective January 1, 2018 and has determined there is no impact on the Company’s Statement of Cash Flows. The Company already presented cash paid on contingent consideration in business combination as prescribed by ASU 2016-15 and does not, at this time, engage in the other activities being addressed in this ASU. In March 2016, the FASB issued ASU 2016-08, “Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net)” (“ASU 2016-08”) to clarify certain aspects of the principal-versus-agent guidance included in the new revenue standard ASU 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”). The FASB issued the ASU in response to concerns identified by stakeholders, including those related to (1) determining the appropriate unit of account under the revenue standard’s principal-versus-agent guidance and (2) applying the indicators of whether an entity is a principal or an agent in accordance with the revenue standard’s control principle. The Company adopted ASU 2016-08 effective contemporaneously with ASU 2014-09 beginning January 1, 2018. The impact of ASU 2016-08 was limited to the claims administering activities of one of our businesses within our Services Segment and therefore was not material to the net income of the Company. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“Topic 842”), which provides guidance for accounting for leases. Under Topic 842, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. Effective as of January 1, 2019, the Company adopted Topic 842, and all related amendments, which established Accounting Standards Codification (“ASC”) Topic 842. The Company adopted these standards by the recognition of right-of-use assets and related lease liabilities on the balance sheet. As permitted by Topic 842, the Company elected the transition practical expedient to adopt as of January 1, 2019, the date of initial application under the modified retrospective approach for leases existing at that date, with an adjustment to retained earnings. As a result, the Consolidated Balance Sheet s at December 31, 2018 was not restated and continues to be reported under ASC Topic 840 (“Topic 840”) which did not require the recognition of operating lease liabilities on the balance sheet, and thus is not comparative. For the year ended December 31, 2019 , all of the Company ’ s leases are classified as operating leases, which are primarily real estate leases for office space. The expense recognition for operating leases under Topic 842 is substantially consistent with Topic 840, where operating lease charges are recorded entirely in operating expenses. As a result, there is no significant difference in the Company ’ s results of operations presented in the Company ’ s Condensed Consolidated Statements of Income for each period presented. The adoption of Topic 842 had a significant impact on the Company’s balance sheet with the recognition of the operating lease right-of-use asset and the liability for operating leases. Upon adoption, leases that were classified as operating leases under Topic 840 were classified as operating leases under Topic 842. For the adoption of Topic 842, the Company recorded an adjustment of $202.9 million to operating lease right-of-use asset and the related lease liability, with no impact to retained earnings. The deferred rent previously accrued under Topic 840 was reclassified to the right-of-use asset upon the adoption of Topic 842. The lease liability is the present value of the remaining minimum lease payments, determined under Topic 840, discounted using the Company’s incremental borrowing rate at the effective date of January 1, 2019. As permitted under Topic 842, the Company elected to use the practical expedient that permits the Company to not reassess whether a contract is or contains a lease, the classification of the Company’s existing operating leases, and initial direct costs for any existing leases. The Company did not elect the practical expedient to use hindsight in determining the lease term (when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the Company’s right-of-use assets. The application of the practical expedient did not have a significant impact on the measurement of the operating lease liability. The impact of the adoption of Topic 842 on the balance sheet at January 1, 2019 was (in thousands): (in thousands) Balance at December 31, 2018 Adjustments due to Topic 842 Balance at January 1, 2019 Balance Sheet Assets: Other current assets $ 128,716 $ (3,004 ) $ 125,712 Operating lease assets — 178,304 178,304 Total Assets 6,688,668 175,300 6,863,968 Liabilities: Accrued expenses and other liabilities 279,310 13,836 293,146 Operating lease liabilities — 161,464 161,464 Total Liabilities 3,688,100 175,300 3,863,400 For contracts entered into on or after the January 1, 2019, at the inception of a contract the Company assesses whether the contract is, or contains, a lease. This assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. Leases entered into prior to January 1, 2019 are accounted for under Topic 840 and were not reassessed. For real estate leases that contain both lease and non-lease components, the Company elected to account the lease components together with non-lease components (e.g., common-area maintenance). Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, or the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of these criteria. None of the Company’s real estate leases for office space meet the definition of a finance lease. The Company’s policy is to own, rather than lease, equipment. For leases at the lease commencement date, a right-of-use asset and a lease liability are recognized. The right-of-use asset represents the right to use the leased asset for the lease term. The right-of-use asset is initially measured at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, less any lease incentives received. The lease liability is initially measured at the present value of the lease payments under the lease. For the Company’s operating leases, the lease payments are discounted using an incremental borrowing rate, which approximates the rate of interest that would be paid on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early. Some of the Company ’ s real estate leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and based on the minimum amount stated in the lease. Lease components are included in the measurement of the initial lease liability. Additional payments based on the change in an index or rate, or payments based on a change in the Company ’ s portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. Lease modifications result in remeasurement of the right-of-use assets and the lease liability. Lease expense for operating leases consists of the lease payments, inclusive of lease incentives, plus any initial direct costs, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. The Company elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a total term of 12 months or less. The effect of short-term leases on the Company’s right-of-use asset and lease liability would not be significant. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“Topic 606”), which provides guidance for revenue recognition. Topic 606 affects any entity that either enters into contracts with customers to transfer goods or services. It supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The standard’s core principle is that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. Effective as of January 1, 2018, the Company adopted ASU 2014–09, and all related amendments, which established ASC Topic 606. The Company adopted these standards by recognizing the cumulative effect as an adjustment to opening retained earnings at January 1, 2018, under the modified retrospective method for contracts not completed as of the day of adoption. The cumulative impact of adopting Topic 606 on January 1, 2018 was an increase in retained earnings within stockholders’ equity of $117.5 million. Under the modified retrospective method, the Company was not required to restate comparative financial information prior to the adoption of these standards and, therefore, such information presented prior to January 1, 2018 continue to be reported under the Company’s previous accounting policies. The following areas are impacted by the adoption of Topic 606: The Company earns commissions and fees paid by insurance carriers for the binding of insurance coverage. These commissions and fees are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over the period of time in which the customer receives the service, and as the performance obligations are fulfilled and the Company is entitled to that portion of revenue using the output method for the services. In situations where multiple performance obligations exist within a contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Commission revenues – Prior to the adoption of Topic 606, commission revenues, including those billed on an installment basis, were recognized on the latter of the policy effective date or the date that the premium was billed to the customer, with the exception of the Company’s Arrowhead businesses, which followed a policy of recognizing these revenues on the latter of the policy effective date or processed date in our systems. As a result of the adoption of Topic 606, commission revenues associated with the issuance of policies are now recognized upon the effective date of the associated policy. The overall impact of these changes are not significant on a full-year basis, but the timing of recognizing revenue has impacted our fiscal quarters when compared to prior years. These commission revenues, including those billed on an installment basis, are now recognized earlier than they had been previously. Revenue is now accrued based upon the completion of the performance obligation, thereby creating a current asset for the unbilled revenue, until such time as an invoice is generated, which typically does not exceed 12 months. For the year ended December 31, 2018, the adoption of Topic 606 increased base and incentive commissions revenue, as defined in Note 2, by $9.9 million compared to what would have been recognized under the Company’s previous accounting policies. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions – Prior to the adoption of Topic 606, revenue that was not fixed and determinable because a contingency existed was not recognized until the contingency was resolved. Under Topic 606, the Company must estimate the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions and fees. In connection with Topic 606, profit-sharing contingent commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions. The resulting effect on the timing of recognizing profit-sharing contingent commissions will now more closely follow a similar pattern as our commissions and fees with any true-ups recognized when payments are received or as additional information that affects the estimate becomes available. For the year ended December 31, 2018, the adoption of Topic 606 reduced profit-sharing contingent commissions revenue by $2.3 million compared to what would have been recognized under our previous accounting policies. Fee revenues – The Company earns fee revenue related to services other than securing insurance coverage, which are predominantly in the Company’s National Programs and Services Segments, and to a lesser extent in the large accounts businesses within the Company’s Retail Segment, where the Company receives negotiated fees in lieu of a commission. In accordance with Topic 606, fee revenue from fee agreements are recognized in earlier periods and others in later periods as compared to our previous accounting treatment depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. The overall impact of these changes is not significant on a full-year basis, but the timing of recognizing fees revenue will impact our fiscal quarters when compared to prior years. For the year ended December 31, 2018, the adoption of Topic 606 increased fees revenue by $6.2 million compared to what would have been recognized under our previous accounting policies, including a one-time $10.5 million increase for revenues within our Services Segment. Excluding this increase, fee revenues would have decreased by $4.3 million. Additionally, the Company has evaluated ASC Topic 340 – Other Assets and Deferred Cost (“ASC 340”) which requires companies to defer certain incremental cost to obtain customer contracts, and certain costs to fulfill customer contracts. Incremental cost to obtain – The adoption of ASC 340 resulted in the Company deferring certain costs to obtain customer contracts primarily as they relate to commission-based compensation plans in the Retail Segment, in which the Company pays an incremental amount of compensation on new business. These incremental costs are deferred and amortized over a 15-year period, which is consistent with the analysis performed on acquired customer accounts and referenced in Note 5 to the Company’s consolidated financial statements. For incremental costs with an amortization period of less than 12 months, the costs are expensed as incurred. For the year ended December 31, 2018, the Company deferred $13.7 million of incremental cost to obtain customer contracts. The Company expensed $0.5 million of the incremental cost to obtain customer contracts for the year ended December 31, 2018. Cost to fulfill – The adoption of ASC 340 resulted in the Company deferring certain costs to fulfill contracts and to recognize these costs as the associated performance obligations are fulfilled. In order for contract fulfillment costs to be deferred under ASC 340, the costs must (1) relate directly to a specific contract or anticipated contract, (2) generate or enhance resources that the Company will use in satisfying its obligations under the contract, and (3) be expected to be recovered through sufficient net cash flows from the contract. The Company does not expect the overall impact of these changes to be significant on a full-year basis, but the timing of recognizing these expenses will impact quarterly results compared to prior years as such recognition better aligns with the associated revenue. With the modified retrospective adoption of Topic 606, the Company deferred $52.7 million in contract fulfillment costs on its opening balance sheet on January 1, 2018 based upon the estimated average time spent on policy renewals. For the year ended December 31, 2018, the Company had net expense of $1.3 million related to the release of previously deferred contract fulfillment costs associated with performance obligations that were satisfied in the period, net of current year deferrals for costs incurred that related to performance obligations yet to be fulfilled. In connection with the implementation of Topic 606 and ASC 340, we modified, and in some instances instituted, additional accounting procedures, processes and internal controls. While the relative impacts of these standards to our revenue and expense streams are significant during a calendar year, we do not view these modifications and additions as a material change in our internal controls over financial reporting on a full year basis. The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 Balance Sheet Assets: Premiums, commissions and fees receivable $ 546,402 $ 153,058 $ 699,460 Other current assets 47,864 52,680 100,544 Liabilities: Premiums payable to insurance companies 685,163 12,107 697,270 Accounts payable 64,177 8,747 72,924 Accrued expenses and other liabilities 228,748 22,794 251,542 Deferred income taxes, net 256,185 44,575 300,760 Shareholders’ Equity: Retained earnings $ 2,456,599 $ 117,515 $ 2,574,114 The $52.7 million adjustment to other current assets reflects the deferral of certain cost to fulfill contracts. The $12.1 million adjustment to premiums payable to insurance companies reflects the estimated amount payable to outside brokers on unbilled premiums, commissions and fees receivable. The $8.7 million adjustment to accounts payable and the $22.8 million adjustment to accrued expenses and other liabilities consists of commissions payable and deferred revenue, respectively. The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. December 31, 2018 (in thousands) As reported Impact of adopting the New Revenue Standard Balances without the New Revenue Standard Statement of Income Revenues: Commissions and fees $ 2,009,857 $ 18,399 $ 1,991,458 Expenses: Employee compensation and benefits 1,068,914 (8,835 ) 1,077,749 Other operating expenses 332,118 10,621 321,497 Income taxes 118,207 4,246 113,961 Net income $ 344,255 $ 12,367 $ 331,888 |
Principle of Consolidation | Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of Brown & Brown, Inc. and its subsidiaries. All significant intercompany account balances and transactions have been eliminated in the Consolidated Financial Statements. Segment results for prior periods have been recast, where appropriate, to reflect the current year segmental structure. Certain reclassifications have been made to the prior year amounts reported in this Annual Report on Form 10-K in order to conform to the current year presentation. |
Revenue Recognition | Revenue Recognition The Company earns commissions paid by insurance carriers for the binding of insurance coverage. Commissions are earned at a point in time upon the effective date of bound insurance coverage, as no performance obligation exists after coverage is bound. If there are other services within the contract, the Company estimates the stand-alone selling price for each separate performance obligation, and the corresponding apportioned revenue is recognized over a period of time as the performance obligations are fulfilled. The Company earns fee revenue by receiving negotiated fees in lieu of a commission and from services other than securing insurance coverage. Fee revenues from certain agreements are recognized depending on when the services within the contract are satisfied and when we have transferred control of the related services to the customer. In situations where multiple performance obligations exist within a fee contract, the use of estimates is required to allocate the transaction price on a relative stand-alone selling price basis to each separate performance obligation. Incentive commissions represent a form of variable consideration which includes additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. Profit-sharing contingent commissions represent a form of variable consideration associated with the placement of coverage, for which we earn commissions. Profit-sharing contingent commissions and incentive commissions are estimated with a constraint applied and accrued relative to the recognition of the corresponding core commissions based on the amount of consideration that will be received in the coming year such that a significant reversal of revenue is not probable. Guaranteed supplemental commissions, a form of variable consideration, represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. Management determines the policy cancellation reserve based upon historical cancellation experience adjusted for any known circumstances. |
Use of Estimates | Use of Estimates The preparation of the Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, as well as disclosures of contingent assets and liabilities, at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents principally consist of demand deposits with financial institutions and highly liquid investments with quoted market prices having maturities of three months or less when purchased. |
Restricted Cash and Investments Premiums Commissions and Fees Receivable | Restricted Cash and Investments, and Premiums, Commissions and Fees Receivable In our capacity as an insurance agent or broker, the Company typically collects premiums from insureds and, after deducting the authorized commissions, remits the net premiums to the appropriate insurance company or companies. Accordingly, as reported in the Consolidated Balance Sheets, premiums are receivable from insureds. Unremitted net insurance premiums are held in a fiduciary capacity until the Company disburses them. Where allowed by law, the Company invests these unremitted funds only in cash, money market accounts, tax-free variable-rate demand bonds and commercial paper held for a short-term. In certain states in which the Company operates, the use and investment alternatives for these funds are regulated and restricted by various state laws and agencies. These restricted funds are reported as restricted cash and investments on the Consolidated Balance Sheets. The interest income earned on these unremitted funds, where allowed by state law, is reported as investment income in the Consolidated Statement of Income. In other circumstances, the insurance companies collect the premiums directly from the insureds and remit the applicable commissions to the Company. Accordingly, as reported in the Consolidated Balance Sheets, commissions are receivables from insurance companies. Fees are primarily receivables due from customers. |
Investments | Investments Certificates of deposit, and other securities, having maturities of more than three months when purchased are reported at cost and are adjusted for other-than-temporary market value declines. The Company’s investment holdings include U.S. Government securities, municipal bonds, domestic corporate and foreign corporate bonds as well as short-duration fixed income funds. Investments within the portfolio or funds are held as available-for-sale and are carried at their fair value. Any gain/loss applicable from the fair value change is recorded, net of tax, as other comprehensive income within the equity section of the Consolidated Balance Sheets. Realized gains and losses are reported on the Consolidated Statement of Income, with the cost of securities sold determined on a specific identification basis. |
Fixed Assets | Fixed Assets Fixed assets, including leasehold improvements, are carried at cost, less accumulated depreciation and amortization. Expenditures for improvements are capitalized, and expenditures for maintenance and repairs are expensed to operations as incurred. Upon sale or retirement, the cost and related accumulated depreciation and amortization are removed from the accounts and the resulting gain or loss, if any, is reflected in other income. Depreciation has been determined using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 15 years. Leasehold improvements are amortized on the straight-line method over the shorter of the useful life of the improvement or the term of the related lease. |
Goodwill and Amortizable Intangible Assets | Goodwill and Amortizable Intangible Assets All of our business combinations initiated after June 30, 2001 are accounted for using the acquisition method. Acquisition purchase prices are typically based upon a multiple of average annual EBITDA, operating profit and/or core revenue earned over a period of 3 years within a minimum and maximum price range. 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 the fair value of earn-out obligations are recorded in the Consolidated Statement of Income when incurred. 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 contained in the respective purchase agreements. In determining fair value, the acquired business’ future performance is estimated using financial projections developed by management for the acquired business and this estimate 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 estimates 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. Amortizable intangible assets are stated at cost, less accumulated amortization, and consist of purchased customer accounts and non-compete agreements. Purchased customer accounts and non-compete agreements are amortized on a straight-line basis over the related estimated lives and contract periods, which range from 3 to 15 years. Purchased customer accounts primarily consist of records and files that contain information about insurance policies and the related insured parties that are essential to policy renewals. The excess of the purchase price of an acquisition over the fair value of the identifiable tangible and amortizable intangible assets is assigned to goodwill. While goodwill is not amortizable, it is subject to assessment at least annually, and more frequently in the presence of certain circumstances, for impairment by application of a fair value-based test. The Company compares the fair value of each reporting unit with its carrying amount to determine if there is potential impairment of goodwill. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the fair value of the goodwill within the reporting unit is less than its carrying value. Fair value is estimated based upon multiples of earnings before interest, income taxes, depreciation, amortization and change in estimated acquisition earn-out payables (“EBITDAC”), or on a discounted cash flow basis. The Company completed its most recent annual assessment as of November 30, 2019 and determined that the fair value of goodwill significantly exceeded the carrying value of such assets. In addition, as of December 31, 2019, there are no accumulated impairment losses. The carrying value of amortizable intangible assets attributable to each business or asset group comprising the Company is periodically reviewed by management to determine if there are events or changes in circumstances that would indicate that its carrying amount may not be recoverable. Accordingly, if there are any such changes in circumstances during the year, the Company assesses the carrying value of its amortizable intangible assets by considering the estimated future undiscounted cash flows generated by the corresponding business or asset group. Any impairment identified through this assessment may require that the carrying value of related amortizable intangible assets be adjusted. There were no impairments recorded for the years ended December 31, 2019, 2018 and 2017. |
Income Taxes | Income Taxes The Company records income tax expense using the asset-and-liability method of accounting for deferred income taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and the income tax bases of the Company’s assets and liabilities. The Company files a consolidated federal income tax return and has elected to file consolidated returns in certain states. Deferred income taxes are provided for in the Consolidated Financial Statements and relate principally to expenses charged to income for financial reporting purposes in one period and deducted for income tax purposes in other periods. |
Net Income Per Share | Net Income Per Share Basic net income per share is computed based on the weighted average number of common shares (including participating securities) issued and outstanding during the period. Diluted net income per share is computed based on the weighted average number of common shares issued and outstanding plus equivalent shares, assuming the exercise of stock options. The dilutive effect of stock options is computed by application of the treasury-stock method. The weighted average number of common shares outstanding for 2017 reflects the 2-for-1 stock split that occurred on March 28, 2018. The following is a reconciliation between basic and diluted weighted average shares outstanding for the years ended December 31: (in thousands, except per share data) 2019 2018 2017 (1) Net income $ 398,514 $ 344,255 $ 399,630 Net income attributable to unvested awarded performance stock (12,873 ) (8,297 ) (9,746 ) Net income attributable to common shares $ 385,641 $ 335,958 $ 389,884 Weighted average number of common shares outstanding – basic 281,566 277,663 279,394 Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic (9,095 ) (6,692 ) (6,814 ) Weighted average number of common shares outstanding for basic earnings per common share 272,471 270,971 272,580 Dilutive effect of stock options 2,145 4,550 5,006 Weighted average number of shares outstanding – diluted 274,616 275,521 277,586 Net income per share: Basic $ 1.42 $ 1.24 $ 1.43 Diluted $ 1.40 $ 1.22 $ 1.40 (1) The weighted average number of common shares outstanding for 2017 reflects the 2-for-1 stock split that occurred on March 28, 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial assets and liabilities, including cash and cash equivalents; restricted cash and short-term investments; investments; premiums, commissions and fees receivable; reinsurance recoverable; prepaid reinsurance premiums; premiums payable to insurance companies; losses and loss adjustment reserve; unearned premium; premium deposits and credits due customers and accounts payable, at December 31, 2019 and 2018, approximate fair value because of the short-term maturity of these instruments. The carrying amount of the Company’s long-term debt approximates fair value at December 31, 2019 and 2018 as our fixed-rate borrowings of $848.7 million approximate their values using market quotes of notes with the similar terms as ours, which we deem a close approximation of current market rates. The estimated fair value of the $715.0 million currently outstanding approximates the carrying value due to the variable interest rate based upon adjusted LIBOR. See Note 3 to our Consolidated Financial Statements for the fair values related to the establishment of intangible assets and the establishment and adjustment of earn-out payables. See Note 6 for information on the fair value of investments and Note 9 for information on the fair value of long-term debt. |
Stock-Based Compensation | Non-Cash Stock-Based Compensation The Company grants non-vested stock awards to its employees and officers and fully vested stock awards to directors. The Company uses the modified-prospective method to account for share-based payments. Under the modified-prospective method, compensation cost is recognized for all share-based payments granted on or after January 1, 2006 and for all awards granted to employees prior to January 1, 2006 that remained unvested on that date. The Company uses the alternative-transition method to account for the income tax effects of payments made related to stock-based compensation. The Company uses the Black-Scholes valuation model for valuing all stock options and shares purchased under the Employee Stock Purchase Plan (the “ESPP”). Compensation for non-vested stock awards is measured at fair value on the grant date based upon the number of shares expected to vest. Compensation cost for all awards is recognized in earnings, net of estimated forfeitures, on a straight-line basis over the requisite service period. |
Reinsurance | Reinsurance The Company protects itself from claims-related losses by reinsuring all claims risk exposure. The only line of insurance in which the Company acts in a risk-bearing capacity is flood insurance associated with the Wright National Flood Insurance Company (“WNFIC”), which is part of our National Programs Segment. However, all exposure is reinsured with the Federal Emergency Management Agency (“FEMA”) for basic admitted policies conforming to the National Flood Insurance Program. For excess flood insurance policies, all exposure is reinsured with a reinsurance carrier with an AM Best Company rating of “A” or better. Reinsurance does not legally discharge the ceding insurer from the primary liability for the full amount due under the reinsured policies. Reinsurance premiums, commissions, expense reimbursement and reserves related to ceded business are accounted for on a basis consistent with the accounting for the original policies issued and the terms of reinsurance contracts. Premiums earned and losses and loss adjustment expenses incurred are reported net of reinsurance amounts. Other underwriting expenses are shown net of earned ceding commission income. The liabilities for unpaid losses and loss adjustment expenses and unearned premiums are reported gross of ceded reinsurance recoverable. Balances due from reinsurers on unpaid losses and loss adjustment expenses, including an estimate of such recoverables related to reserves for incurred but not reported (“IBNR”) losses, are reported as assets and are included in reinsurance recoverable even though amounts due on unpaid loss and loss adjustment expense are not recoverable from the reinsurer until such losses are paid. The Company does not believe it is exposed to any material credit risk through its reinsurance as the reinsurer is FEMA for basic admitted flood policies and national reinsurance carriers for private flood policies, which has an AM Best Company rating of “A” or better. Historically, no amounts due from reinsurance carriers have been written off as uncollectible. |
Unpaid Losses and Loss Adjustment Reserve | Unpaid Losses and Loss Adjustment Reserve Unpaid losses and loss adjustment reserve include amounts determined on individual claims and other estimates based upon the past experience of WNFIC and the policyholders for IBNR claims, less anticipated salvage and subrogation recoverable. The methods of making such estimates and for establishing the resulting reserves are continually reviewed and updated, and any adjustments resulting therefrom are reflected in operations currently. WNFIC engages the services of outside actuarial consulting firms (the “Actuaries”) to assist on an annual basis to render an opinion on the sufficiency of the Company’s estimates for unpaid losses and related loss adjustment reserve. The Actuaries utilize both industry experience and the Company’s own experience to develop estimates of those amounts as of year-end. These estimated liabilities are subject to the impact of future changes in claim severity, frequency and other factors. In spite of the variability inherent in such estimates, management believes that the liabilities for unpaid losses and related loss adjustment reserve are adequate. Premiums from WNFIC are recognized as income over the coverage period of the related policies. Unearned premiums represent the portion of premiums written that relate to the unexpired terms of the policies in force and are determined on a daily pro rata basis. The income is recorded to the commissions and fees line of the income statement. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Impact of Adoption of Accounting Standards Update | The impact of the adoption of Topic 842 on the balance sheet at January 1, 2019 was (in thousands): (in thousands) Balance at December 31, 2018 Adjustments due to Topic 842 Balance at January 1, 2019 Balance Sheet Assets: Other current assets $ 128,716 $ (3,004 ) $ 125,712 Operating lease assets — 178,304 178,304 Total Assets 6,688,668 175,300 6,863,968 Liabilities: Accrued expenses and other liabilities 279,310 13,836 293,146 Operating lease liabilities — 161,464 161,464 Total Liabilities 3,688,100 175,300 3,863,400 |
Reconciliation between Basic and Diluted Weighted Average Shares Outstanding | The following is a reconciliation between basic and diluted weighted average shares outstanding for the years ended December 31: (in thousands, except per share data) 2019 2018 2017 (1) Net income $ 398,514 $ 344,255 $ 399,630 Net income attributable to unvested awarded performance stock (12,873 ) (8,297 ) (9,746 ) Net income attributable to common shares $ 385,641 $ 335,958 $ 389,884 Weighted average number of common shares outstanding – basic 281,566 277,663 279,394 Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic (9,095 ) (6,692 ) (6,814 ) Weighted average number of common shares outstanding for basic earnings per common share 272,471 270,971 272,580 Dilutive effect of stock options 2,145 4,550 5,006 Weighted average number of shares outstanding – diluted 274,616 275,521 277,586 Net income per share: Basic $ 1.42 $ 1.24 $ 1.43 Diluted $ 1.40 $ 1.22 $ 1.40 (1) The weighted average number of common shares outstanding for 2017 reflects the 2-for-1 stock split that occurred on March 28, 2018. |
Topic 606 and Topic 340 [Member] | |
Schedule of Impact of Adoption of Accounting Standards Update | The cumulative effect of the changes made to our consolidated balance sheet as of January 1, 2018 for the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” and ASC Topic 340 – Other Assets and Deferred Cost (the “New Revenue Standard”): (in thousands) Balance at December 31, 2017 Adjustments due to the New Revenue Standard Balance at January 1, 2018 Balance Sheet Assets: Premiums, commissions and fees receivable $ 546,402 $ 153,058 $ 699,460 Other current assets 47,864 52,680 100,544 Liabilities: Premiums payable to insurance companies 685,163 12,107 697,270 Accounts payable 64,177 8,747 72,924 Accrued expenses and other liabilities 228,748 22,794 251,542 Deferred income taxes, net 256,185 44,575 300,760 Shareholders’ Equity: Retained earnings $ 2,456,599 $ 117,515 $ 2,574,114 The following table illustrates the impact of adopting the New Revenue Standard has had on our reported results in the consolidated statement of income. December 31, 2018 (in thousands) As reported Impact of adopting the New Revenue Standard Balances without the New Revenue Standard Statement of Income Revenues: Commissions and fees $ 2,009,857 $ 18,399 $ 1,991,458 Expenses: Employee compensation and benefits 1,068,914 (8,835 ) 1,077,749 Other operating expenses 332,118 10,621 321,497 Income taxes 118,207 4,246 113,961 Net income $ 344,255 $ 12,367 $ 331,888 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Schedule of Disaggregated by Revenue | The following tables present the revenues disaggregated by revenue source: Twelve months ended December 31, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 994,170 $ 338,058 $ 242,380 $ — $ (128 ) $ 1,574,480 Fees (2) 246,135 151,298 56,852 193,641 (1,160 ) 646,766 Incentive commissions (3) 80,505 (524 ) 1,252 — 27 81,260 Profit-sharing contingent commissions (4) 34,150 17,517 7,499 — — 59,166 Guaranteed supplemental commissions (5) 11,056 10,566 1,443 — — 23,065 Investment income (6) 149 1,397 178 139 3,917 5,780 Other income, net (7) 1,096 72 483 1 2 1,654 Total Revenues $ 1,367,261 $ 518,384 $ 310,087 $ 193,781 $ 2,658 $ 2,392,171 Twelve months ended December 31, 2018 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 811,820 $ 324,168 $ 226,117 $ — $ (68 ) $ 1,362,037 Fees (2) 148,121 144,195 50,571 189,041 (1,090 ) 530,838 Incentive commissions (3) 48,698 1,543 864 — 41 51,146 Profit-sharing contingent commissions (4) 24,517 23,896 7,462 — — 55,875 Guaranteed supplemental commissions (5) 8,535 76 1,350 — — 9,961 Investment income (6) 2 506 165 205 1,868 2,746 Other income, net (7) 1,070 79 485 — 9 1,643 Total Revenues $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $ 2,014,246 (1) Base commissions generally represent a percentage of the premium paid by an insured and are affected by fluctuations in both premium rate levels charged by insurance companies and the insureds’ underlying “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, or sales and payroll levels) to determine what premium to charge the insured. Insurance companies establish these premium rates based upon many factors, including loss experience, risk profile and reinsurance rates paid by such insurance companies, none of which we control. (2) Fee revenues relate to fees for services other than securing coverage for our customers, fees negotiated in lieu of commissions, and automotive finance and insurance products (“F&I”). (3) Incentive commissions include additional commissions over base commissions received from insurance carriers based on predetermined production levels mutually agreed upon by both parties. (4) Profit-sharing contingent commissions are based primarily on underwriting results, but may also reflect considerations for volume, growth and/or retention. (5) Guaranteed supplemental commissions represent guaranteed fixed-base agreements in lieu of profit-sharing contingent commissions. (6) Investment income consists primarily of interest on cash and investments. (7) Other income consists primarily of legal settlements and other miscellaneous income. (8) Fees within other reflects the elimination of intercompany revenues. |
Schedule of Balances of Contract Assets and Contract Liabilities Arising from Contracts with Customers | The balances of contract assets and contract liabilities arising from contracts with customers as of December 31, 2019 and 2018 were as follows: (in thousands) December 31, 2019 December 31, 2018 Contract assets $ 289,609 $ 265,994 Contract liabilities $ 58,126 $ 53,496 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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. 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 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 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 |
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) 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 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 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 |
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) 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 (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 (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 |
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 years ended December 31, 2019, 2018 and 2017 were as follows: 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 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Value of Goodwill by Operating Segment | The changes in the carrying value of goodwill by reportable segment for the years ended December 31, are as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Total Balance as of January 1, 2018 $ 1,386,248 $ 908,472 $ 286,098 $ 135,261 $ 2,716,079 Goodwill of acquired businesses 676,902 18,737 5,524 16,547 717,710 Goodwill disposed of relating to sales of businesses — (1,003 ) — — (1,003 ) Balance as of December 31, 2018 $ 2,063,150 $ 926,206 $ 291,622 $ 151,808 $ 3,432,786 Goodwill of acquired businesses 302,640 74 6,479 19,353 328,546 Goodwill disposed of relating to sales of businesses (14,499 ) (739 ) — — (15,238 ) Balance as of December 31, 2019 $ 2,351,291 $ 925,541 $ 298,101 $ 171,161 $ 3,746,094 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | Amortizable intangible assets at December 31, 2019 and 2018 consisted of the following: December 31, 2019 December 31, 2018 (in thousands) Gross carrying value Accumulated amortization Net carrying value Weighted average life in years(1) Gross carrying value Accumulated amortization Net carrying value Weighted average life in years(1) Purchased customer accounts $ 1,925,326 $ (1,011,574 ) $ 913,752 15.0 $ 1,804,404 $ (909,415 ) $ 894,989 14.9 Non-compete agreements 33,881 (30,865 ) 3,016 4.6 33,469 (29,651 ) 3,818 4.5 Total $ 1,959,207 $ (1,042,439 ) $ 916,768 $ 1,837,873 $ (939,066 ) $ 898,807 (1) Weighted average life calculated as of the date of acquisition. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Amortized Cost and Fair Values of Fixed Maturity Securities | At December 31, 2019, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 26,487 $ 174 $ (39 ) $ 26,622 Corporate debt 5,324 68 (8 ) 5,384 Total $ 31,811 $ 242 $ (47 ) $ 32,006 At December 31, 2018, the Company’s amortized cost and fair values of fixed maturity securities are summarized as follows: (in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 21,729 $ 7 $ (222 ) $ 21,514 Corporate debt 623 — — 623 Total $ 22,352 $ 7 $ (222 ) $ 22,137 |
Schedule of Investments' Gross Unrealized Loss and Fair Value | For securities in a loss position, the following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2019: Less than 12 Months 12 Months or More Total (in thousands) Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ — $ — $ 7,053 $ (39 ) $ 7,053 $ (39 ) Corporate debt — — 998 (8 ) 998 (8 ) Total $ — $ — $ 8,051 $ (47 ) $ 8,051 $ (47 ) The following table shows the investments’ gross unrealized loss and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2018: Less than 12 Months 12 Months or More Total (in thousands) Fair value Unrealized losses Fair value Unrealized losses Fair value Unrealized losses U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities $ 5,866 $ (6 ) $ 12,634 $ (216 ) $ 18,500 $ (222 ) Corporate debt 457 — 100 — 557 — Total $ 6,323 $ (6 ) $ 12,734 $ (216 ) $ 19,057 $ (222 ) |
Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity | The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2019 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 4,616 $ 4,628 Due after one year through five years 27,195 27,378 Due after five years through ten years — — Total $ 31,811 $ 32,006 The amortized cost and estimated fair value of the fixed maturity securities at December 31, 2018 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 4,768 $ 4,743 Due after one year through five years 17,584 17,394 Due after five years through ten years — — Total $ 22,352 $ 22,137 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets at December 31 consisted of the following: (in thousands) 2019 2018 Furniture, fixtures and equipment $ 231,005 $ 213,928 Leasehold improvements 42,485 39,194 Construction in progress 38,035 7,568 Land, buildings and improvements 8,400 8,185 Total cost 319,925 268,875 Less accumulated depreciation and amortization (171,298 ) (168,480 ) Total $ 148,627 $ 100,395 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities at December 31 consisted of the following: (in thousands) 2019 2018 Accrued incentive compensation $ 144,475 $ 120,228 Accrued compensation and benefits 60,260 51,731 Lease liability (1) 43,415 — Deferred revenue 41,180 37,018 Reserve for policy cancellations 18,353 15,197 Accrued interest 10,984 7,669 Accrued rent and vendor expenses (1) 7,422 34,110 Other 11,628 13,357 Total $ 337,717 $ 279,310 (1) The Lease liability is the current portion of the Operating lease liabilities as reflected in the Consolidated Balance Sheets as of December 31, 2019. The accrued rent previously deferred under Topic 840 was reclassified to Operating lease assets upon the adoption of Topic 842 as described in Note 1 “Summary of Significant Accounting Policies”. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt at December 31, 2019 and 2018 consisted of the following: (in thousands) December 31, 2019 December 31, 2018 Current portion of long-term debt: Current portion of 5-year $ 40,000 $ 35,000 Current portion of 5-year expires 2023 15,000 15,000 Total current portion of long-term debt 55,000 50,000 Long-term debt: Note agreements: 4.200% Senior Notes, semi-annual interest payments, balloon due 2024 499,259 499,101 4.500% Senior Notes, semi-annual interest payments, balloon due 2029 349,484 — Total notes 848,743 499,101 Credit agreements: 5-year payments, LIBOR plus up to 1.750%, expires June 28, 2022 290,000 330,000 5-year revolving loan facility, periodic interest payments, currently LIBOR plus up to 1.500%, plus commitment fees up to 0.250%, expires June 28, 2022 100,000 350,000 5-year payments, LIBOR plus up to 1.750%, expires December 21, 2023 270,000 285,000 Total credit agreements 660,000 965,000 Debt issuance costs (contra) (8,400 ) (7,111 ) Total long-term debt less unamortized discount and debt issuance costs 1,500,343 1,456,990 Current portion of long-term debt 55,000 50,000 Total debt $ 1,555,343 $ 1,506,990 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Provision for Income Taxes | Significant components of the provision for income taxes for the years ended December 31 are as follows: (in thousands) 2019 2018 2017 Current: Federal $ 85,507 $ 77,694 $ 129,954 State 28,905 25,096 21,392 Foreign 620 409 929 Total current provision 115,032 103,199 152,275 Deferred: Federal 14,994 8,483 18,999 State (2,587 ) 6,519 2,984 Foreign (24 ) 6 — Tax Reform Act deferred tax revaluation — — (124,166 ) Total deferred provision 12,383 15,008 (102,183 ) Total tax provision $ 127,415 $ 118,207 $ 50,092 |
Schedule of Reconciliation of Effective Tax Rate and Federal Statutory Tax Rate | A reconciliation of the differences between the effective tax rate and the federal statutory tax rate for the years ended December 31 is as follows: 2019 2018 2016 Federal statutory tax rate 21.0 % 21.0 % 35.0 % State income taxes, net of federal income tax benefit 3.8 5.7 3.8 Non-deductible employee stock purchase plan expense 0.3 0.2 0.3 Non-deductible meals and entertainment 0.3 0.3 0.3 Non-deductible officers’ compensation 0.2 0.3 — Tax Reform Act deferred tax revaluation and transition tax impact — (0.3 ) (26.9 ) Other, net (1.4 ) (1.6 ) (1.4 ) Effective tax rate 24.2 % 25.6 % 11.1 % |
Schedule of Components of Net Deferred Tax Liabilities | Significant components of the Company’s net deferred tax liabilities as of December 31 are as follows: (in thousands) 2019 2018 Non-current deferred tax liabilities: Intangible assets $ 360,660 $ 334,200 Fixed assets 10,325 4,929 ASC 842 lease liabilities 46,188 — Impact of adoption of ASC 606 revenue recognition 24,687 29,729 Net unrealized holding (loss)/gain on available-for-sale securities 36 (78 ) Total non-current deferred tax liabilities 441,896 368,780 Non-current deferred tax assets: Deferred compensation 52,566 41,293 Accruals and reserves 7,743 10,455 ASC 842 ROU asset 52,185 — Net operating loss carryforwards and 163(j) disallowed carryforwards 2,377 2,196 Valuation allowance for deferred tax assets (1,252 ) (896 ) Total non-current deferred tax assets 113,619 53,048 Net non-current deferred tax liability $ 328,277 $ 315,732 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: (in thousands) 2019 2018 2017 Unrecognized tax benefits balance at January 1 $ 1,639 $ 1,694 $ 750 Gross increases for tax positions of prior years 778 594 1,070 Gross decreases for tax positions of prior years (791 ) (5 ) — Settlements (499 ) (644 ) (126 ) Unrecognized tax benefits balance at December 31 $ 1,127 $ 1,639 $ 1,694 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Stock Option Activity | A summary of PSP activity for the years ended December 31, 2019, 2018 and 2017 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2017 $ 5.11 2,006,550 2,006,550 — Granted $ — — — — Awarded $ — — — — Vested $ 4.81 (277,602 ) (277,602 ) — Forfeited $ 5.24 (34,472 ) (34,472 ) — Outstanding at December 31, 2017 $ 5.16 1,694,476 1,694,476 — Granted $ — — — — Awarded $ — — — — Vested $ 5.53 (453,860 ) (453,860 ) — Forfeited $ 4.92 (44,524 ) (44,524 ) — Outstanding at December 31, 2018 $ 5.03 1,196,092 1,196,092 — Granted $ — — — — Awarded $ — — — — Vested $ 5.29 (115,040 ) (115,040 ) — Forfeited $ 4.74 (29,760 ) (29,760 ) — Outstanding at December 31, 2019 $ 5.00 1,051,292 1,051,292 — A summary of 2010 SIP and 2019 SIP activity for the years ended December 31, 2019, 2018 and 2017 is as follows: Weighted- average grant date fair value Granted shares Awarded shares Shares not yet awarded Outstanding at January 1, 2017 $ 14.98 12,256,112 4,802,588 7,453,524 Granted $ 20.82 1,392,912 241,334 1,151,578 (1) Awarded $ 15.72 — 326,808 (326,808 ) Vested $ 12.61 (484,914 ) (484,914 ) — Forfeited $ 14.89 (342,120 ) (76,212 ) (265,908 ) Outstanding at December 31, 2017 $ 15.58 12,821,990 4,809,604 8,012,386 Granted $ 22.87 1,577,721 454,313 1,123,408 (2) Awarded $ 15.89 — 2,489,905 (2,489,905 ) Vested $ 14.09 (933,916 ) (933,916 ) — Forfeited $ 16.37 (2,363,420 ) (224,587 ) (2,138,833 ) Outstanding at December 31, 2018 $ 16.69 11,102,375 6,595,319 4,507,056 Granted $ 28.53 1,812,047 797,778 1,014,269 (3) Awarded $ 17.26 299,339 1,954,983 (1,655,644 ) Vested $ 14.29 (1,068,211 ) (1,068,211 ) — Forfeited $ 19.09 (503,632 ) (209,293 ) (294,339 ) Outstanding at December 31, 2019 $ 18.10 11,641,918 8,070,576 3,571,342 ( 1 ) Of the 1,151,578 shares of performance-based restricted stock granted in 2017, the payout for 641,652 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. ( 2 ) Of the 1,123,408 shares of performance-based restricted stock granted in 2018, the payout for 576,886 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. (3) Of the 1,014,269 shares of performance-based restricted stock granted in 2019, the payout for 501,384 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. |
Summary of Non-Cash Stock-Based Compensation Expense | The non-cash stock-based compensation expense for the years ended December 31 is as follows: (in thousands) 2019 2018 2017 Stock incentive plans $ 39,626 $ 28,027 $ 24,899 Employee stock purchase plan 6,504 4,744 4,025 Performance stock plan 864 748 1,707 Total $ 46,994 $ 33,519 $ 30,631 |
2010 Stock Incentive Plan | |
Schedule of Performance Stock Plan and 2010 Stock Incentive Plan | The following table sets forth information as of December 31, 2019, 2018 and 2017, with respect to the number of time-based restricted shares granted and awarded, the number of performance-based restricted shares granted, and the number of performance-based restricted shares awarded under our Performance Stock Plan and 2010 Stock Incentive Plan: Year Time-based restricted stock granted and awarded Performance-based restricted stock granted Performance-based restricted stock awarded 2019 797,778 1,014,269 (1) 1,954,983 2018 454,313 1,123,408 (2) 2,489,905 2017 241,334 1,151,578 (3) 326,808 (1) Of the 1,014,269 shares of performance-based restricted stock granted in 2019, the payout for 501,384 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. ( 2 ) Of the 1,123,408 shares of performance-based restricted stock granted in 2018, the payout for 576,886 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. ( 3 ) Of the 1,151,578 shares of performance-based restricted stock granted in 2017, the payout for 641,652 shares may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The amount reflected in the table includes all restricted stock grants at a target payout of 100%. |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Paid for Interest and Income Taxes | The Company’s cash paid during the period for interest and income taxes are summarized as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Cash paid during the period for: Interest $ 58,290 $ 38,032 $ 36,172 Income taxes $ 110,046 $ 110,557 $ 152,024 |
Summary of Significant Non-Cash Investing and Financing Activities | The Company’s significant non-cash investing and financing activities are summarized as follows: Year Ended December 31, (in thousands) 2019 2018 2017 Other payables issued for purchased customer accounts $ 12,135 $ 5,462 $ 11,708 Estimated acquisition earn-out payables and related charges $ 82,872 $ 77,378 $ 6,921 Notes received on the sale of fixed assets and customer accounts $ 9,903 $ 52 $ — |
Schedule of Reconciliation of Cash and Cash Equivalents Inclusive of Restricted Cash | The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of Balance as of December 31, (in thousands) 2019 2018 2017 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 542,174 $ 438,961 $ 573,383 Restricted cash 420,801 338,635 250,705 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 962,975 $ 777,596 $ 824,088 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Balances and Classification of Operating Lease Right-of-Use Assets and Operating Lease Liabilities within Condensed Consolidated Balance Sheets | The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheet s is as follows: (in thousands) December 31, 2019 Balance Sheet Assets: Operating lease right-of-use assets 184,288 Total assets Operating lease assets $ 184,288 Liabilities: Current operating lease liabilities Accrued expenses and other liabilities 43,415 Non-current operating lease liabilities Operating lease liabilities 167,855 Total liabilities $ 211,270 |
Schedule of Components of Lease Cost for Operating Leases | The components of lease cost for operating leases for the 12 months ended December 31, 2019 were: (in thousands) Twelve Months Ended December 31, 2019 Operating leases: Lease cost $ 49,872 Variable lease cost 3,819 Short term lease cost 267 Operating lease cost $ 53,958 Sublease income (1,386 ) Total lease cost net $ 52,572 |
Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate for Operating Leases | The weighted average remaining lease term and the weighted average discount rate for operating leases as of December 31, 2019 were: Weighted-average remaining lease term 6.00 Weighted-average discount rate 3.70 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of the operating lease liabilities by fiscal year at December 31, 2019 for the Company's operating leases are as follows: (in thousands) Operating Leases 2020 $ 48,884 2021 45,547 2022 38,056 2023 31,625 2024 24,469 Thereafter 51,571 Total undiscounted lease payments 240,152 Less: Imputed interest 28,882 Total minimum future lease payments $ 211,270 |
Schedule of Aggregate Future Minimum Lease Payments under Non-cancelable Lease Agreements | At December 31, 2018, the aggregate future minimum lease payments under all non-cancelable lease agreements were as follows: (in thousands) December 31, 2018 2019 $ 48,292 2020 43,517 2021 34,836 2022 27,035 2023 19,981 Thereafter 36,349 Total minimum future lease payments $ 210,010 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information for operating leases: (in thousands) Twelve months ended December 31, 2019 Cash paid for amounts included in measurement of liabilities Operating cash flows from operating leases $ 51,894 Right-of-use assets obtained in exchange for new operating liabilities $ 46,730 |
Quarterly Operating Results (Ta
Quarterly Operating Results (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Operating Results | Quarterly operating results for 2019 and 2018 were as follows: (in thousands, except per share data) First Quarter Second Quarter Third Quarter Fourth Quarter 2019 Total revenues $ 619,280 $ 575,219 $ 618,683 $ 578,989 Total expenses $ 470,760 $ 451,697 $ 466,845 $ 476,940 Income before income taxes $ 148,520 $ 123,522 $ 151,838 $ 102,049 Net income $ 113,896 $ 92,593 $ 115,506 $ 76,519 Net income per share: Basic $ 0.41 $ 0.33 $ 0.41 $ 0.27 Diluted $ 0.40 $ 0.33 $ 0.41 $ 0.27 2018 Total revenues $ 501,461 $ 473,187 $ 530,850 $ 508,748 Total expenses $ 383,020 $ 372,277 $ 388,350 $ 408,137 Income before income taxes $ 118,441 $ 100,910 $ 142,500 $ 100,611 Net income $ 90,828 $ 73,922 $ 106,053 $ 73,452 Net income per share: Basic $ 0.33 $ 0.27 $ 0.38 $ 0.26 Diluted $ 0.32 $ 0.26 $ 0.38 $ 0.26 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summarized Financial Information Reportable Segments | Summarized financial information concerning the Company’s reportable segments is shown in the following table. The “Other” column includes any income and expenses not allocated to reportable segments and corporate-related items, including the intercompany interest expense charge to the reporting segment. Year Ended December 31, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,367,261 $ 518,384 $ 310,087 $ 193,781 $ 2,658 $ 2,392,171 Investment income $ 149 $ 1,397 $ 178 $ 139 $ 3,917 $ 5,780 Amortization $ 63,146 $ 25,482 $ 11,191 $ 5,479 $ — $ 105,298 Depreciation $ 7,390 $ 6,791 $ 1,674 $ 1,229 $ 6,333 $ 23,417 Interest expense $ 87,295 $ 16,690 $ 4,756 $ 4,404 $ (49,485 ) $ 63,660 Income before income taxes $ 222,875 $ 143,737 $ 82,739 $ 40,337 $ 36,241 $ 525,929 Total assets $ 6,413,459 $ 3,110,368 $ 1,390,250 $ 481,336 $ (3,772,592 ) $ 7,622,821 Capital expenditures $ 12,497 $ 10,365 $ 6,171 $ 804 $ 43,271 $ 73,108 Year Ended December 31, 2018 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,042,763 $ 494,463 $ 287,014 $ 189,246 $ 760 $ 2,014,246 Investment income $ 2 $ 506 $ 165 $ 205 $ 1,868 $ 2,746 Amortization $ 44,386 $ 25,954 $ 11,391 $ 4,813 $ — $ 86,544 Depreciation $ 5,289 $ 5,486 $ 1,628 $ 1,558 $ 8,873 $ 22,834 Interest expense $ 35,969 $ 26,181 $ 5,254 $ 2,869 $ (29,693 ) $ 40,580 Income before income taxes $ 217,845 $ 117,375 $ 70,171 $ 34,508 $ 22,563 $ 462,462 Total assets $ 5,850,045 $ 2,940,097 $ 1,283,877 $ 471,572 $ (3,856,923 ) $ 6,688,668 Capital expenditures $ 6,858 $ 12,391 $ 2,518 $ 1,525 $ 18,228 $ 41,520 Year Ended December 31, 2017 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 943,460 $ 479,813 $ 271,737 $ 165,372 $ 20,965 $ 1,881,347 Investment income $ 8 $ 384 $ — $ 299 $ 935 $ 1,626 Amortization $ 42,164 $ 27,277 $ 11,456 $ 4,548 $ 1 $ 85,446 Depreciation $ 5,210 $ 6,325 $ 1,885 $ 1,600 $ 7,678 $ 22,698 Interest expense $ 31,133 $ 35,561 $ 6,263 $ 3,522 $ (38,163 ) $ 38,316 Income before income taxes $ 196,616 $ 109,961 $ 68,844 $ 30,498 $ 43,803 $ 449,722 Total assets $ 4,255,515 $ 3,267,486 $ 1,260,239 $ 399,240 $ (3,434,930 ) $ 5,747,550 Capital expenditures $ 4,494 $ 5,936 $ 1,836 $ 1,033 $ 10,893 $ 24,192 |
Insurance Company WNFIC (Tables
Insurance Company WNFIC (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Reinsurance Disclosures [Abstract] | |
Effects of Reinsurance on Premiums Written and Earned | The effects of reinsurance on premiums written and earned at December 31 are as follows: 2019 2018 (in thousands) Written Earned Written Earned Direct premiums $ 697,072 $ 668,971 $ 619,223 $ 602,320 Assumed premiums — — — — Ceded premiums 697,059 668,958 619,206 602,303 Net premiums $ 13 $ 13 $ 17 $ 17 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Number of reportable segments | Segment | 4 | ||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 117,515,000 | ||||
Deferred Costs | $ 26,900,000 | $ 13,200,000 | |||
Average Annual EBITDA, Operating Profit Earned Period Maximum | 3 years | ||||
Accumulated impairment losses | $ 0 | ||||
Goodwill impairment loss | 0 | 0 | $ 0 | ||
Stock split ratio | 2 | ||||
Long-term Debt, Fair Value | 848,700,000 | 848,700,000 | |||
Revolving and term loan | 715,000,000 | ||||
Amounts due from reinsurance carriers | $ 0 | ||||
Minimum | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 3 years | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Maximum | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Property, Plant and Equipment, Useful Life | 15 years | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||
Cost to Obtain | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Deferred Costs | $ 15,100,000 | 13,700,000 | |||
Capitalized Contract Cost, Amortization | 1,400,000 | 500,000 | |||
Cost to Fulfill | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Deferred Costs | 73,300,000 | 69,800,000 | $ 52,700,000 | ||
Capitalized Contract Cost, Amortization | 1,000,000 | 1,300,000 | |||
Incentive Commissions Revenue | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | 81,260,000 | 51,146,000 | |||
Profit-Sharing Contingent Commission Revenue | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | 59,166,000 | 55,875,000 | |||
Fee Revenue | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | 646,766,000 | 530,838,000 | |||
Fee Revenue | Services | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | $ 193,641,000 | 189,041,000 | |||
Retained Earnings | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 117,515,000 | $ 117,500,000 | |||
Accounting Standards Update 2016-02 | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 202,900,000 | ||||
Accounting Standards Update 2014-09 | Premiums Payable | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 12,107,000 | ||||
Accounting Standards Update 2014-09 | Accounts Payable | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 8,747,000 | ||||
Accounting Standards Update 2014-09 | Accrued Liabilities | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 22,794,000 | ||||
Accounting Standards Update 2014-09 | Other Current Assets | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 52,680,000 | ||||
Accounting Standards Update 2014-09 | Incentive Commissions Revenue | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | 9,900,000 | ||||
Accounting Standards Update 2014-09 | Profit-Sharing Contingent Commission Revenue | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | 2,300,000 | ||||
Accounting Standards Update 2014-09 | Fee Revenue | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | 6,200,000 | ||||
Accounting Standards Update 2014-09 | Fee Revenue | Difference between Revenue Guidance in Effect before and after Topic 606 | Services | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | 10,500,000 | ||||
Accounting Standards Update 2014-09 | Fee Revenue | Difference between Revenue Guidance in Effect before and after Topic 606 | Corporate, Non-Segment | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Effect on revenue | $ (4,300,000) | ||||
Accounting Standards Update 2014-09 | Retained Earnings | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 117,515,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Impact of adoption of Topic 842 on Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Assets: | |||||
Other current assets | $ 152,142 | $ 125,712 | $ 128,716 | $ 100,544 | $ 47,864 |
Operating lease assets | 184,288 | 178,304 | |||
Total Assets | 7,622,821 | 6,863,968 | 6,688,668 | 5,747,550 | |
Liabilities: | |||||
Accrued expenses and other liabilities | 337,717 | 293,146 | 279,310 | $ 251,542 | $ 228,748 |
Operating lease liabilities | $ 167,855 | 161,464 | |||
Total Liabilities | 3,863,400 | $ 3,688,100 | |||
Accounting Standards Update 2016-02 | |||||
Assets: | |||||
Other current assets | (3,004) | ||||
Operating lease assets | 178,304 | ||||
Total Assets | 175,300 | ||||
Liabilities: | |||||
Accrued expenses and other liabilities | 13,836 | ||||
Operating lease liabilities | 161,464 | ||||
Total Liabilities | $ 175,300 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Impact of adoption of Topic 606 and Topic 340 on Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Premiums, commissions and fees receivable | $ 942,834 | $ 844,815 | $ 699,460 | $ 546,402 | |
Other current assets | 152,142 | $ 125,712 | 128,716 | 100,544 | 47,864 |
Premiums payable to insurance companies | 1,014,317 | 857,559 | 697,270 | 685,163 | |
Accounts payable | 99,960 | 87,345 | 72,924 | 64,177 | |
Accrued expenses and other liabilities | 337,717 | $ 293,146 | 279,310 | 251,542 | 228,748 |
Deferred income taxes, net | 328,277 | 315,732 | 300,760 | 256,185 | |
Retained earnings | $ 3,140,762 | $ 2,833,622 | 2,574,114 | 2,456,599 | |
Cumulative Effect of New Accounting Principle in Period of Adoption | 117,515 | ||||
Retained Earnings | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 117,500 | 117,515 | |||
Accounting Standards Update 2014-09 | Premiums Receivable | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 153,058 | ||||
Accounting Standards Update 2014-09 | Other Current Assets | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 52,680 | ||||
Accounting Standards Update 2014-09 | Premiums Payable | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 12,107 | ||||
Accounting Standards Update 2014-09 | Accounts Payable | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 8,747 | ||||
Accounting Standards Update 2014-09 | Accrued Liabilities | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 22,794 | ||||
Accounting Standards Update 2014-09 | Deferred Income Tax Charge | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | 44,575 | ||||
Accounting Standards Update 2014-09 | Retained Earnings | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 117,515 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Impact of adoption of Topic 606 and Topic 340 on Consolidated Statement of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Commissions and fees | $ 2,384,737 | $ 2,009,857 | $ 1,857,270 | ||||||||
Employee compensation and benefits | 1,308,165 | 1,068,914 | 994,652 | ||||||||
Other operating expenses | 377,089 | 332,118 | 283,470 | ||||||||
Income taxes | 127,415 | 118,207 | 50,092 | ||||||||
Net income | $ 76,519 | $ 115,506 | $ 92,593 | $ 113,896 | $ 73,452 | $ 106,053 | $ 73,922 | $ 90,828 | $ 398,514 | 344,255 | $ 399,630 |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (18,399) | ||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Net Income | 12,367 | ||||||||||
Calculated under Revenue Guidance in Effect before Topic 606 | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
Commissions and fees | 1,991,458 | ||||||||||
Employee compensation and benefits | 1,077,749 | ||||||||||
Other operating expenses | 321,497 | ||||||||||
Income taxes | 113,961 | ||||||||||
Net income | 331,888 | ||||||||||
Employee Compensation and Benefits | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | 8,835 | ||||||||||
Operating Expense | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | (10,621) | ||||||||||
Income Tax Expense | |||||||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||||||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 4,246 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Reconciliation between Basic and Diluted Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||||||||||
Net income | $ 76,519 | $ 115,506 | $ 92,593 | $ 113,896 | $ 73,452 | $ 106,053 | $ 73,922 | $ 90,828 | $ 398,514 | $ 344,255 | $ 399,630 |
Net income attributable to unvested awarded performance stock | (12,873) | (8,297) | (9,746) | ||||||||
Net income attributable to common shares | $ 385,641 | $ 335,958 | $ 389,884 | ||||||||
Weighted average number of common shares outstanding – basic | 281,566 | 277,663 | 279,394 | ||||||||
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic | (9,095) | (6,692) | (6,814) | ||||||||
Weighted average number of common shares outstanding for basic earnings per common share | 272,471 | 270,971 | 272,580 | ||||||||
Dilutive effect of stock options | 2,145 | 4,550 | 5,006 | ||||||||
Weighted average number of shares outstanding – diluted | 274,616 | 275,521 | 277,586 | ||||||||
Net income per share: | |||||||||||
Basic (in dollars per share) | $ 0.27 | $ 0.41 | $ 0.33 | $ 0.41 | $ 0.26 | $ 0.38 | $ 0.27 | $ 0.33 | $ 1.42 | $ 1.24 | $ 1.43 |
Diluted (in dollars per share) | $ 0.27 | $ 0.41 | $ 0.33 | $ 0.40 | $ 0.26 | $ 0.38 | $ 0.26 | $ 0.32 | $ 1.40 | $ 1.22 | $ 1.40 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Reconciliation between Basic and Diluted Weighted Average Shares Outstanding (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Stock split ratio | 2 |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | |||||||||||
Investment Income, Nonoperating | $ 5,780 | $ 2,746 | $ 1,626 | ||||||||
Other income | 1,654 | 1,643 | 22,451 | ||||||||
Revenues | $ 578,989 | $ 618,683 | $ 575,219 | $ 619,280 | $ 508,748 | $ 530,850 | $ 473,187 | $ 501,461 | 2,392,171 | 2,014,246 | 1,881,347 |
Core Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 1,574,480 | 1,362,037 | |||||||||
Fee Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 646,766 | 530,838 | |||||||||
Incentive Commissions Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 81,260 | 51,146 | |||||||||
Profit-Sharing Contingent Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 59,166 | 55,875 | |||||||||
Guaranteed Supplemental Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 23,065 | 9,961 | |||||||||
Corporate, Non-Segment | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Investment Income, Nonoperating | 3,917 | 1,868 | |||||||||
Other income | 2 | 9 | |||||||||
Revenues | 2,658 | 760 | |||||||||
Corporate, Non-Segment | Core Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | (128) | (68) | |||||||||
Corporate, Non-Segment | Fee Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | (1,160) | (1,090) | |||||||||
Corporate, Non-Segment | Incentive Commissions Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 27 | 41 | |||||||||
Retail | Core Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 994,170 | 811,820 | |||||||||
Retail | Fee Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 246,135 | 148,121 | |||||||||
Retail | Incentive Commissions Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 80,505 | 48,698 | |||||||||
Retail | Profit-Sharing Contingent Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 34,150 | 24,517 | |||||||||
Retail | Guaranteed Supplemental Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 11,056 | 8,535 | |||||||||
Retail | Operating Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Investment Income, Nonoperating | 149 | 2 | 8 | ||||||||
Other income | 1,096 | 1,070 | |||||||||
Revenues | 1,367,261 | 1,042,763 | 943,460 | ||||||||
National Programs | Core Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 338,058 | 324,168 | |||||||||
National Programs | Fee Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 151,298 | 144,195 | |||||||||
National Programs | Incentive Commissions Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | (524) | 1,543 | |||||||||
National Programs | Profit-Sharing Contingent Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 17,517 | 23,896 | |||||||||
National Programs | Guaranteed Supplemental Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 10,566 | 76 | |||||||||
National Programs | Operating Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Investment Income, Nonoperating | 1,397 | 506 | 384 | ||||||||
Other income | 72 | 79 | |||||||||
Revenues | 518,384 | 494,463 | 479,813 | ||||||||
Wholesale Brokerage | Core Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 242,380 | 226,117 | |||||||||
Wholesale Brokerage | Fee Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 56,852 | 50,571 | |||||||||
Wholesale Brokerage | Incentive Commissions Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 1,252 | 864 | |||||||||
Wholesale Brokerage | Profit-Sharing Contingent Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 7,499 | 7,462 | |||||||||
Wholesale Brokerage | Guaranteed Supplemental Commission Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 1,443 | 1,350 | |||||||||
Wholesale Brokerage | Operating Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Investment Income, Nonoperating | 178 | 165 | 0 | ||||||||
Other income | 483 | 485 | |||||||||
Revenues | 310,087 | 287,014 | 271,737 | ||||||||
Services | Fee Revenue | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Fees and Commissions, Other | 193,641 | 189,041 | |||||||||
Services | Operating Segments | |||||||||||
Disaggregation Of Revenue [Line Items] | |||||||||||
Investment Income, Nonoperating | 139 | 205 | 299 | ||||||||
Other income | 1 | ||||||||||
Revenues | $ 193,781 | $ 189,246 | $ 165,372 |
Revenues - Schedule of Balances
Revenues - Schedule of Balances of Contract Assets and Contract Liabilities Arising from contracts with Customers (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Revenues [Abstract] | ||
Contract assets | $ 289,609 | $ 265,994 |
Contract liabilities | $ 58,126 | $ 53,496 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | |
Segment Reporting Information [Line Items] | |||
Contract with Customer, Liability | $ 41,200 | $ 37,000 | |
Contract with Customer, Liability, Noncurrent | 16,900 | 16,500 | |
Contract with Customer, Asset, Net | 289,609 | 265,994 | |
Contract with Customer, Liability | 58,126 | 53,496 | |
Deferred Revenue, Revenue Recognized | 17,200 | 8,900 | |
Deferred Costs | 26,900 | 13,200 | |
Cost to Obtain | |||
Segment Reporting Information [Line Items] | |||
Deferred Costs | 15,100 | 13,700 | |
Capitalized Contract Cost, Amortization | 1,400 | 500 | |
Cost to Fulfill | |||
Segment Reporting Information [Line Items] | |||
Deferred Costs | 73,300 | 69,800 | $ 52,700 |
Capitalized Contract Cost, Amortization | 1,000 | 1,300 | |
Two Thousand Nineteen Acquisition | |||
Segment Reporting Information [Line Items] | |||
Contract with Customer, Asset, Net | 6,500 | ||
Contract with Customer, Liability | $ 9,300 | ||
Two Thousand Eighteen Acquisition | |||
Segment Reporting Information [Line Items] | |||
Contract with Customer, Asset, Net | 34,300 | ||
Contract with Customer, Liability | $ 3,300 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($)Acquisition | Dec. 31, 2018USD ($)Acquisition | Dec. 31, 2017USD ($)Acquisition | Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | ||||
Number of acquisitions | Acquisition | 23 | 23 | ||
Aggregate purchase price of acquisitions | $ (4,100,000) | $ 21,400 | $ 1,500,000 | |
Payments to Acquire Businesses, Gross | 356,260,000 | 934,928,000 | 41,471,000 | |
Goodwill, Acquired During Period | 328,546,000 | 717,710,000 | 42,200,000 | |
Goodwill currently deductible for income tax purposes | 245,600,000 | 640,300,000 | 35,300,000 | |
Goodwill related to the recorded earn-out payables | 82,900,000 | 77,400,000 | 6,900,000 | |
Total revenues related to acquisitions | 49,100,000 | 82,400,000 | 7,800,000 | |
Income before income taxes related to acquisitions | 3,400,000 | 6,300,000 | 2,400,000 | |
Maximum Future Contingency payments Acquisitions | 328,700,000 | |||
Estimated acquisition earn-out payables | 161,513,000 | 89,924,000 | 36,175,000 | $ 63,821,000 |
Other Noncurrent Liabilities | ||||
Business Acquisition [Line Items] | ||||
Estimated acquisition earn-out payables | 143,600,000 | 68,800,000 | 11,100,000 | |
Accounts payable | ||||
Business Acquisition [Line Items] | ||||
Estimated acquisition earn-out payables | 17,900,000 | 21,100,000 | 25,100,000 | |
Retail | ||||
Business Acquisition [Line Items] | ||||
Goodwill, Acquired During Period | 302,640,000 | 676,902,000 | 33,100,000 | |
National Programs | ||||
Business Acquisition [Line Items] | ||||
Goodwill, Acquired During Period | 74,000 | 18,737,000 | 7,200,000 | |
Wholesale Brokerage | ||||
Business Acquisition [Line Items] | ||||
Goodwill, Acquired During Period | 6,479,000 | 5,524,000 | 1,200,000 | |
Services | ||||
Business Acquisition [Line Items] | ||||
Goodwill, Acquired During Period | 19,353,000 | 16,547,000 | ||
Goodwill adjusted amount | $ 19,300,000 | $ 16,500,000 | $ 700,000 | |
Purchased Customer Accounts | ||||
Business Acquisition [Line Items] | ||||
Weighted average life (years) | 15 years | 15 years | 15 years | |
Non-compete Agreements | ||||
Business Acquisition [Line Items] | ||||
Weighted average life (years) | 5 years | 5 years | 5 years | |
Business Combinations - Asset Deals | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | Acquisition | 22 | 20 | 11 | |
Business Combinations - Stock Deals | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | Acquisition | 1 | 3 | ||
Book of Business Purchases | ||||
Business Acquisition [Line Items] | ||||
Number of acquisitions | Acquisition | 4 | 1 | 1 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation for Current Year Acquisitions and Adjustments Made for Prior Year Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combination Separately Recognized Transactions [Line Items] | |||
Cash paid | $ 356,260 | $ 934,928 | $ 41,471 |
Common Stock Issued | 20,000 | 100,000 | |
Other payable | 12,135 | 5,462 | 11,708 |
Recorded earn-out payable | 82,872 | 77,377 | 6,921 |
Net assets acquired | 471,267 | 1,117,767 | 60,100 |
Maximum potential earn- out payable | 162,023 | 147,668 | 27,451 |
Smith Insurance Associates, Inc. (Smith) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 22,833 | ||
Smith Insurance Associates, Inc. (Smith) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Feb. 1, 2019 | ||
Cash paid | $ 20,129 | ||
Recorded earn-out payable | 2,704 | ||
Net assets acquired | 22,833 | ||
Maximum potential earn- out payable | 4,550 | ||
Donald P. Pipino Company, LTD (Pipino) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 26,376 | ||
Donald P. Pipino Company, LTD (Pipino) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Feb. 1, 2019 | ||
Cash paid | $ 16,420 | ||
Other payable | 135 | ||
Recorded earn-out payable | 9,821 | ||
Net assets acquired | 26,376 | ||
Maximum potential earn- out payable | $ 12,996 | ||
AGA Enterprises, LLC d/b/a Cossio Insurance Agency (Cossio) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Mar. 1, 2019 | ||
Cash paid | $ 13,990 | ||
Other payable | 10 | ||
Recorded earn-out payable | 696 | ||
Net assets acquired | 14,696 | ||
Maximum potential earn- out payable | 2,000 | ||
Medval, LLC (Medval) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 30,890 | ||
Medval, LLC (Medval) | Services | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Mar. 1, 2019 | ||
Cash paid | $ 29,106 | ||
Other payable | 100 | ||
Recorded earn-out payable | 1,684 | ||
Net assets acquired | 30,890 | ||
Maximum potential earn- out payable | 2,500 | ||
United Development Systems, Inc. (United) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 22,643 | ||
United Development Systems, Inc. (United) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | May 1, 2019 | ||
Cash paid | $ 18,987 | ||
Other payable | 388 | ||
Recorded earn-out payable | 3,268 | ||
Net assets acquired | 22,643 | ||
Maximum potential earn- out payable | 8,625 | ||
Twinbrook Insurance Brokerage, Inc. (Twinbrook) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 28,216 | ||
Twinbrook Insurance Brokerage, Inc. (Twinbrook) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Jun. 1, 2019 | ||
Cash paid | $ 26,251 | ||
Other payable | 400 | ||
Recorded earn-out payable | 1,565 | ||
Net assets acquired | 28,216 | ||
Maximum potential earn- out payable | 5,073 | ||
Innovative Risk Solutions, Inc. (IRS) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 35,009 | ||
Innovative Risk Solutions, Inc. (IRS) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Jul. 1, 2019 | ||
Cash paid | $ 26,435 | ||
Other payable | 2,465 | ||
Recorded earn-out payable | 6,109 | ||
Net assets acquired | 35,009 | ||
Maximum potential earn- out payable | 9,000 | ||
WBR Insurance Agency, LLC et al (WBR) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 13,067 | ||
WBR Insurance Agency, LLC et al (WBR) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Aug. 1, 2019 | ||
Cash paid | $ 10,667 | ||
Other payable | 203 | ||
Recorded earn-out payable | 2,197 | ||
Net assets acquired | 13,067 | ||
Maximum potential earn- out payable | 4,575 | ||
West Ridge Insurance Agency, Inc. d/b/a Yozell Associates (Yozell) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 14,268 | ||
West Ridge Insurance Agency, Inc. d/b/a Yozell Associates (Yozell) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Aug. 1, 2019 | ||
Cash paid | $ 13,030 | ||
Other payable | 470 | ||
Recorded earn-out payable | 768 | ||
Net assets acquired | 14,268 | ||
Maximum potential earn- out payable | 6,730 | ||
CKP Insurance, LLC (CKP) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 151,283 | ||
CKP Insurance, LLC (CKP) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Aug. 1, 2019 | ||
Cash paid | $ 89,190 | ||
Common Stock Issued | 20,000 | ||
Other payable | 4,000 | ||
Recorded earn-out payable | 38,093 | ||
Net assets acquired | 151,283 | ||
Maximum potential earn- out payable | $ 76,500 | ||
Poole Professional Ltd. Insurance Agents and Brokers et al (Poole) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Oct. 1, 2019 | ||
Cash paid | $ 32,358 | ||
Other payable | 75 | ||
Recorded earn-out payable | 4,556 | ||
Net assets acquired | 36,989 | ||
Maximum potential earn- out payable | 6,850 | ||
Other Acquisitions | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | 37,556 | ||
Other Acquisitions | Various | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Cash paid | 36,665 | 30,293 | 41,471 |
Other payable | 2,391 | 1,367 | 11,708 |
Recorded earn-out payable | 9,026 | 5,896 | 6,921 |
Net assets acquired | 48,082 | 37,556 | 60,100 |
Maximum potential earn- out payable | 14,454 | 12,998 | $ 27,451 |
VerHagen Glendenning & Walker LLP (VGW) | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 26,915 | ||
VerHagen Glendenning & Walker LLP (VGW) | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Oct. 1, 2019 | ||
Cash paid | $ 23,032 | ||
Other payable | 1,498 | ||
Recorded earn-out payable | 2,385 | ||
Net assets acquired | 26,915 | ||
Maximum potential earn- out payable | $ 8,170 | ||
Opus | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 22,984 | ||
Opus | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Feb. 1, 2018 | ||
Cash paid | $ 20,400 | ||
Other payable | 200 | ||
Recorded earn-out payable | 2,384 | ||
Net assets acquired | 22,984 | ||
Maximum potential earn- out payable | 3,600 | ||
Kerxton | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 16,746 | ||
Kerxton | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Mar. 1, 2018 | ||
Cash paid | $ 13,176 | ||
Other payable | 1,490 | ||
Recorded earn-out payable | 2,080 | ||
Net assets acquired | 16,746 | ||
Maximum potential earn- out payable | 2,920 | ||
ADG | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 47,575 | ||
ADG | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | May 1, 2018 | ||
Cash paid | $ 29,471 | ||
Other payable | 559 | ||
Recorded earn-out payable | 17,545 | ||
Net assets acquired | 47,575 | ||
Maximum potential earn- out payable | 20,000 | ||
Servco | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 77,179 | ||
Servco | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Jun. 1, 2018 | ||
Cash paid | $ 76,245 | ||
Recorded earn-out payable | 934 | ||
Net assets acquired | 77,179 | ||
Maximum potential earn- out payable | 7,000 | ||
Tower Hill | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 21,488 | ||
Tower Hill | National Programs | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Jul. 1, 2018 | ||
Cash paid | $ 20,300 | ||
Recorded earn-out payable | 1,188 | ||
Net assets acquired | 21,488 | ||
Maximum potential earn- out payable | 7,700 | ||
HSR | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 22,123 | ||
HSR | National Programs | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Jul. 1, 2018 | ||
Cash paid | $ 20,132 | ||
Recorded earn-out payable | 1,991 | ||
Net assets acquired | 22,123 | ||
Maximum potential earn- out payable | 9,000 | ||
PDA | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 24,843 | ||
PDA | Services | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Jul. 1, 2018 | ||
Cash paid | $ 15,025 | ||
Recorded earn-out payable | 9,818 | ||
Net assets acquired | 24,843 | ||
Maximum potential earn- out payable | 17,975 | ||
F&I | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 54,471 | ||
F&I | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Sep. 1, 2018 | ||
Cash paid | $ 44,940 | ||
Other payable | 410 | ||
Recorded earn-out payable | 9,121 | ||
Net assets acquired | 54,471 | ||
Maximum potential earn- out payable | 19,500 | ||
Rodman | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 35,102 | ||
Rodman | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Nov. 1, 2018 | ||
Cash paid | $ 31,121 | ||
Other payable | 261 | ||
Recorded earn-out payable | 3,720 | ||
Net assets acquired | 35,102 | ||
Maximum potential earn- out payable | 9,850 | ||
Hays | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 724,600 | ||
Hays | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Nov. 16, 2018 | ||
Cash paid | $ 605,000 | ||
Common Stock Issued | 100,000 | ||
Recorded earn-out payable | 19,600 | ||
Net assets acquired | 724,600 | ||
Maximum potential earn- out payable | 25,000 | ||
Dealer Associates | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Net assets acquired | $ 33,100 | ||
Dealer Associates | Retail | |||
Business Combination Separately Recognized Transactions [Line Items] | |||
Effective date of acquisition | Dec. 1, 2018 | ||
Cash paid | $ 28,825 | ||
Other payable | 1,175 | ||
Recorded earn-out payable | 3,100 | ||
Net assets acquired | 33,100 | ||
Maximum potential earn- out payable | $ 12,125 |
Business Combinations - Estimat
Business Combinations - Estimated Fair Values of Aggregate Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Cash | $ 3,217 | $ 11,054 | |
Other current assets | 12,956 | 52,917 | $ 601 |
Fixed assets | 455 | 5,829 | 69 |
Goodwill | 328,546 | 717,710 | 42,172 |
Other assets | 55 | 18,588 | |
Total assets acquired | 473,943 | 1,151,328 | 62,301 |
Other current liabilities | (2,269) | (32,996) | (1,512) |
Other liabilities | (407) | (565) | |
Deferred income tax, net | (689) | ||
Total liabilities assumed | (2,676) | (33,561) | (2,201) |
Net assets acquired | 471,267 | 1,117,767 | 60,100 |
Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 128,302 | 342,008 | 18,738 |
Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 412 | 3,222 | $ 721 |
Smith | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 680 | ||
Fixed assets | 39 | ||
Goodwill | 16,042 | ||
Total assets acquired | 23,302 | ||
Other current liabilities | (469) | ||
Total liabilities assumed | (469) | ||
Net assets acquired | 22,833 | ||
Smith | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 6,500 | ||
Smith | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 41 | ||
Pipino | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 819 | ||
Fixed assets | 112 | ||
Goodwill | 16,765 | ||
Other assets | 772 | ||
Total assets acquired | 29,839 | ||
Other current liabilities | (3,463) | ||
Total liabilities assumed | (3,463) | ||
Net assets acquired | 26,376 | ||
Pipino | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 11,360 | ||
Pipino | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 11 | ||
Cossio | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 236 | ||
Fixed assets | 29 | ||
Goodwill | 10,010 | ||
Total assets acquired | 14,699 | ||
Other current liabilities | (3) | ||
Total liabilities assumed | (3) | ||
Net assets acquired | 14,696 | ||
Cossio | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 4,403 | ||
Cossio | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21 | ||
Medval | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Cash | 3,217 | ||
Other current assets | 1,708 | ||
Fixed assets | 50 | ||
Goodwill | 19,108 | ||
Other assets | 15 | ||
Total assets acquired | 31,399 | ||
Other current liabilities | (480) | ||
Other liabilities | (29) | ||
Total liabilities assumed | (509) | ||
Net assets acquired | 30,890 | ||
Medval | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 7,300 | ||
Medval | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 1 | ||
United | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 477 | ||
Fixed assets | 20 | ||
Goodwill | 15,111 | ||
Total assets acquired | 22,684 | ||
Other current liabilities | (41) | ||
Total liabilities assumed | (41) | ||
Net assets acquired | 22,643 | ||
United | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 7,065 | ||
United | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 11 | ||
Twinbrook | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 919 | ||
Fixed assets | 85 | ||
Goodwill | 18,935 | ||
Total assets acquired | 28,508 | ||
Other current liabilities | (292) | ||
Total liabilities assumed | (292) | ||
Net assets acquired | 28,216 | ||
Twinbrook | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 8,557 | ||
Twinbrook | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 12 | ||
IRS | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 1,375 | ||
Fixed assets | 11 | ||
Goodwill | 24,938 | ||
Total assets acquired | 35,135 | ||
Other current liabilities | (126) | ||
Total liabilities assumed | (126) | ||
Net assets acquired | 35,009 | ||
IRS | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 8,800 | ||
IRS | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 11 | ||
WBR | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 449 | ||
Fixed assets | 10 | ||
Goodwill | 9,096 | ||
Total assets acquired | 13,611 | ||
Other current liabilities | (166) | ||
Other liabilities | (378) | ||
Total liabilities assumed | (544) | ||
Net assets acquired | 13,067 | ||
WBR | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 4,022 | ||
WBR | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 34 | ||
Yozell | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 1,781 | ||
Fixed assets | 12 | ||
Goodwill | 8,904 | ||
Total assets acquired | 14,268 | ||
Net assets acquired | 14,268 | ||
Yozell | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 3,550 | ||
Yozell | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21 | ||
CKP | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 9,170 | ||
Fixed assets | 193 | ||
Goodwill | 110,495 | ||
Total assets acquired | 152,153 | ||
Other current liabilities | (870) | ||
Total liabilities assumed | (870) | ||
Net assets acquired | 151,283 | ||
CKP | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 32,274 | ||
CKP | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21 | ||
Poole | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 938 | ||
Fixed assets | 4 | ||
Goodwill | 28,233 | ||
Total assets acquired | 39,567 | ||
Other current liabilities | (2,578) | ||
Total liabilities assumed | (2,578) | ||
Net assets acquired | 36,989 | ||
Poole | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 10,359 | ||
Poole | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 33 | ||
VGW | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 1,190 | ||
Fixed assets | 20 | ||
Goodwill | 16,595 | ||
Total assets acquired | 26,931 | ||
Other current liabilities | (16) | ||
Total liabilities assumed | (16) | ||
Net assets acquired | 26,915 | ||
VGW | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 9,092 | ||
VGW | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 34 | ||
Other | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | (6,786) | ||
Fixed assets | (130) | ||
Goodwill | 34,314 | ||
Other assets | (732) | ||
Total assets acquired | 41,847 | ||
Other current liabilities | 6,235 | ||
Total liabilities assumed | 6,235 | ||
Net assets acquired | 48,082 | ||
Other | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 15,020 | ||
Other | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | $ 161 | ||
Opus | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 1,215 | ||
Fixed assets | 11 | ||
Goodwill | 16,414 | ||
Other assets | 315 | ||
Total assets acquired | 22,984 | ||
Net assets acquired | 22,984 | ||
Opus | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 5,008 | ||
Opus | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21 | ||
Kerxton | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 663 | ||
Fixed assets | 10 | ||
Goodwill | 12,423 | ||
Other assets | 419 | ||
Total assets acquired | 18,249 | ||
Other current liabilities | (1,503) | ||
Total liabilities assumed | (1,503) | ||
Net assets acquired | 16,746 | ||
Kerxton | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 4,712 | ||
Kerxton | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 22 | ||
ADG | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 1,500 | ||
Fixed assets | 67 | ||
Goodwill | 35,769 | ||
Other assets | 467 | ||
Total assets acquired | 47,575 | ||
Net assets acquired | 47,575 | ||
ADG | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 9,751 | ||
ADG | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21 | ||
Servco | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Cash | 8,188 | ||
Other current assets | 7,769 | ||
Fixed assets | 179 | ||
Goodwill | 54,429 | ||
Other assets | 1,478 | ||
Total assets acquired | 88,486 | ||
Other current liabilities | (11,307) | ||
Total liabilities assumed | (11,307) | ||
Net assets acquired | 77,179 | ||
Servco | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 16,442 | ||
Servco | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 1 | ||
Tower Hill | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Total assets acquired | 21,488 | ||
Net assets acquired | 21,488 | ||
Tower Hill | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21,468 | ||
Tower Hill | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 20 | ||
HSR | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Cash | 3,114 | ||
Other current assets | 818 | ||
Fixed assets | 124 | ||
Goodwill | 18,737 | ||
Other assets | 21 | ||
Total assets acquired | 28,395 | ||
Other current liabilities | (5,930) | ||
Other liabilities | (342) | ||
Total liabilities assumed | (6,272) | ||
Net assets acquired | 22,123 | ||
HSR | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 5,516 | ||
HSR | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 65 | ||
PDA | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Cash | (248) | ||
Other current assets | 1,762 | ||
Fixed assets | 310 | ||
Goodwill | 16,547 | ||
Other assets | 6 | ||
Total assets acquired | 26,159 | ||
Other current liabilities | (1,093) | ||
Other liabilities | (223) | ||
Total liabilities assumed | (1,316) | ||
Net assets acquired | 24,843 | ||
PDA | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 7,700 | ||
PDA | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 82 | ||
F&I | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 999 | ||
Fixed assets | 34 | ||
Goodwill | 36,423 | ||
Other assets | 383 | ||
Total assets acquired | 54,471 | ||
Net assets acquired | 54,471 | ||
F&I | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 16,611 | ||
F&I | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21 | ||
Rodman | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 1,062 | ||
Fixed assets | 45 | ||
Goodwill | 26,572 | ||
Other assets | 542 | ||
Total assets acquired | 38,401 | ||
Other current liabilities | (3,299) | ||
Total liabilities assumed | (3,299) | ||
Net assets acquired | 35,102 | ||
Rodman | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 10,129 | ||
Rodman | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 51 | ||
Hays | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 36,254 | ||
Fixed assets | 4,936 | ||
Goodwill | 456,217 | ||
Other assets | 13,977 | ||
Total assets acquired | 732,584 | ||
Other current liabilities | (7,984) | ||
Total liabilities assumed | (7,984) | ||
Net assets acquired | 724,600 | ||
Hays | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 218,600 | ||
Hays | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 2,600 | ||
Dealer Associates | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 552 | ||
Fixed assets | 13 | ||
Goodwill | 21,467 | ||
Other assets | 226 | ||
Total assets acquired | 33,265 | ||
Other current liabilities | (165) | ||
Total liabilities assumed | (165) | ||
Net assets acquired | 33,100 | ||
Dealer Associates | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 10,986 | ||
Dealer Associates | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 21 | ||
Other Acquisitions | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Other current assets | 323 | ||
Fixed assets | 100 | ||
Goodwill | 22,712 | ||
Other assets | 754 | ||
Total assets acquired | 39,271 | ||
Other current liabilities | (1,715) | ||
Total liabilities assumed | (1,715) | ||
Net assets acquired | 37,556 | ||
Other Acquisitions | Purchased Customer Accounts | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | 15,085 | ||
Other Acquisitions | Non-compete Agreements | |||
Fair Value Of Assets And Liabilities Statement [Line Items] | |||
Intangible assets | $ 297 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Results (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Two Thousand Eighteen Acquisition | ||||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
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 | ||
Two Thousand Seventeen Acquisition | ||||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
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 | ||
Two Thousand Nineteen Acquisition | ||||
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
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 |
Business Combinations - Addit_2
Business Combinations - Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | |||
Beginning balance | $ 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 |
Ending balance | $ 161,513 | $ 89,924 | $ 36,175 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Value of Goodwill by Operating Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||
Beginning balance | $ 3,432,786 | $ 2,716,079 | |
Goodwill of acquired businesses | 328,546 | 717,710 | $ 42,200 |
Goodwill disposed of relating to sales of businesses | (15,238) | (1,003) | |
Ending balance | 3,746,094 | 3,432,786 | 2,716,079 |
Retail | |||
Goodwill [Line Items] | |||
Beginning balance | 2,063,150 | 1,386,248 | |
Goodwill of acquired businesses | 302,640 | 676,902 | 33,100 |
Goodwill disposed of relating to sales of businesses | (14,499) | 0 | |
Ending balance | 2,351,291 | 2,063,150 | 1,386,248 |
National Programs | |||
Goodwill [Line Items] | |||
Beginning balance | 926,206 | 908,472 | |
Goodwill of acquired businesses | 74 | 18,737 | 7,200 |
Goodwill disposed of relating to sales of businesses | (739) | (1,003) | |
Ending balance | 925,541 | 926,206 | 908,472 |
Wholesale Brokerage | |||
Goodwill [Line Items] | |||
Beginning balance | 291,622 | 286,098 | |
Goodwill of acquired businesses | 6,479 | 5,524 | 1,200 |
Goodwill disposed of relating to sales of businesses | 0 | 0 | |
Ending balance | 298,101 | 291,622 | 286,098 |
Services | |||
Goodwill [Line Items] | |||
Beginning balance | 151,808 | 135,261 | |
Goodwill of acquired businesses | 19,353 | 16,547 | |
Goodwill disposed of relating to sales of businesses | 0 | 0 | |
Ending balance | $ 171,161 | $ 151,808 | $ 135,261 |
Amortizable Intangible Assets -
Amortizable Intangible Assets - Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 1,959,207 | $ 1,837,873 |
Accumulated amortization | (1,042,439) | (939,066) |
Net carrying value | 916,768 | 898,807 |
Purchased Customer Accounts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 1,925,326 | 1,804,404 |
Accumulated amortization | (1,011,574) | (909,415) |
Net carrying value | $ 913,752 | $ 894,989 |
Weighted average life in years | 15 years | 14 years 10 months 24 days |
Non-compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 33,881 | $ 33,469 |
Accumulated amortization | (30,865) | (29,651) |
Net carrying value | $ 3,016 | $ 3,818 |
Weighted average life in years | 4 years 7 months 6 days | 4 years 6 months |
Amortizable Intangible Assets_2
Amortizable Intangible Assets - Additional Information (Details) $ in Millions | Dec. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Amortization expense estimated, year one (2020) | $ 101.2 |
Amortization expense estimated, year two (2021) | 97.6 |
Amortization expense estimated, year three (2022) | 93.1 |
Amortization expense estimated, year four (2023) | 86.2 |
Amortization expense estimated, year five (2024) | $ 82.3 |
Investments - Summary of Amorti
Investments - Summary of Amortized Cost and Fair Values of Fixed Maturity Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 31,811 | $ 22,352 |
Gross unrealized gains | 242 | 7 |
Gross unrealized losses | (47) | (222) |
Fair value | 32,006 | 22,137 |
U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 26,487 | 21,729 |
Gross unrealized gains | 174 | 7 |
Gross unrealized losses | (39) | (222) |
Fair value | 26,622 | 21,514 |
Corporate debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 5,324 | 623 |
Gross unrealized gains | 68 | |
Gross unrealized losses | (8) | |
Fair value | $ 5,384 | $ 623 |
Investments - Additional Inform
Investments - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)Security | Dec. 31, 2018USD ($)Security | Dec. 31, 2017USD ($) | |
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale Debt Securities | $ 32,006 | $ 22,137 | |
Number of securities in unrealized loss position | Security | 10 | 20 | |
Proceeds from sale of investment in fixed maturity securities | $ 5,800 | $ 17,100 | |
Proceeds from Sale of Other Investments | 8,500 | 17,900 | |
Payments to Acquire Investments | 17,520 | 9,284 | $ 10,665 |
Investments on deposit with the state insurance department | 4,100 | ||
U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale Debt Securities | 26,622 | 21,514 | |
U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities | Short-term Investments | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale Debt Securities | 4,600 | ||
U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities | Bank Time Deposits | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale Debt Securities | 7,700 | ||
Corporate Debt Securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Available-for-sale Debt Securities | $ 5,384 | $ 623 |
Investments - Schedule of Inves
Investments - Schedule of Investments' Gross Unrealized Loss and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value, Less than 12 Months | $ 6,323 | |
Unrealized Losses, Less than 12 Months | (6) | |
Fair Value, 12 Months or More | $ 8,051 | 12,734 |
Unrealized Losses, 12 Months or More | (47) | (216) |
Fair Value | 8,051 | 19,057 |
Unrealized Losses | (47) | (222) |
U.S. Treasury securities, obligations of U.S. Government agencies and Municipalities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value, Less than 12 Months | 5,866 | |
Unrealized Losses, Less than 12 Months | (6) | |
Fair Value, 12 Months or More | 7,053 | 12,634 |
Unrealized Losses, 12 Months or More | (39) | (216) |
Fair Value | 7,053 | 18,500 |
Unrealized Losses | (39) | (222) |
Corporate debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value, Less than 12 Months | 457 | |
Unrealized Losses, Less than 12 Months | 0 | |
Fair Value, 12 Months or More | 998 | 100 |
Unrealized Losses, 12 Months or More | (8) | 0 |
Fair Value | 998 | 557 |
Unrealized Losses | $ (8) | $ 0 |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Amortized cost | ||
Due in one year or less | $ 4,616 | $ 4,768 |
Due after one year through five years | 27,195 | 17,584 |
Due after five years through ten years | 0 | 0 |
Amortized Cost, Total | 31,811 | 22,352 |
Fair value | ||
Due in one year or less | 4,628 | 4,743 |
Due after one year through five years | 27,378 | 17,394 |
Due after five years through ten years | 0 | 0 |
Fair Value, Total | $ 32,006 | $ 22,137 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 319,925 | $ 268,875 |
Development in Process | 38,035 | 7,568 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (171,298) | (168,480) |
Property, Plant and Equipment, Net | 148,627 | 100,395 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 231,005 | 213,928 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 42,485 | 39,194 |
Land, Buildings and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 8,400 | $ 8,185 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 23,417 | $ 22,834 | $ 22,698 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | |||||
Accrued incentive compensation | $ 144,475 | $ 120,228 | |||
Accrued compensation and benefits | 60,260 | 51,731 | |||
Lease liability | 43,415 | ||||
Deferred revenue | 41,180 | 37,018 | |||
Reserve for policy cancellations | 18,353 | 15,197 | |||
Accrued interest | 10,984 | 7,669 | |||
Accrued rent and vendor expenses | 7,422 | 34,110 | |||
Other | 11,628 | 13,357 | |||
Total | $ 337,717 | $ 293,146 | $ 279,310 | $ 251,542 | $ 228,748 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total current portion of long-term debt | $ 55,000 | $ 50,000 |
Total notes | 848,743 | 499,101 |
Long-term credit agreements | 660,000 | 965,000 |
Debt issuance costs (contra) | (8,400) | (7,111) |
Total long-term debt less unamortized discount and debt issuance costs | 1,500,343 | 1,456,990 |
Current portion of long-term debt | 55,000 | 50,000 |
Total debt | 1,555,343 | 1,506,990 |
5-year Term-Loan Facility Expires in 2022 | ||
Debt Instrument [Line Items] | ||
Total current portion of long-term debt | 40,000 | 35,000 |
Long-term credit agreements | 290,000 | 330,000 |
5-year Term-Loan Facility Expires in 2023 | ||
Debt Instrument [Line Items] | ||
Total current portion of long-term debt | 15,000 | 15,000 |
Long-term credit agreements | 270,000 | 285,000 |
4.200% Senior Notes, Semi-Annual Interest Payments, Balloon Due 2024 | ||
Debt Instrument [Line Items] | ||
Total notes | 499,259 | 499,101 |
4.500% Senior Notes, Semi-Annual Interest Payments, Balloon Due 2029 | ||
Debt Instrument [Line Items] | ||
Total notes | 349,484 | |
5-year Revolving-Loan Facility, Periodic Interest Payments, LIBOR Plus up to 1.500%, Plus Commitment Fees up to 0.250%, Expires June 28, 2022 | ||
Debt Instrument [Line Items] | ||
Long-term credit agreements | $ 100,000 | $ 350,000 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.00% | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.75% | |
4.500% Senior Notes, Semi-Annual Interest Payments, Balloon Due 2029 | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate stated percentage | 4.50% | |
Debt instrument maturity year | 2029 | |
4.200% Senior Notes, Semi-Annual Interest Payments, Balloon Due 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate stated percentage | 4.20% | 4.20% |
Debt instrument maturity year | 2024 | 2024 |
5-year Term-Loan Facility Expires in 2022 | ||
Debt Instrument [Line Items] | ||
Debt instrument maturity year | 2022 | 2022 |
Line of credit facility, expiration period | 5 years | 5 years |
Line of credit facility, expiration date | Jun. 28, 2022 | Jun. 28, 2022 |
5-year Term-Loan Facility Expires in 2022 | Maximum | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.75% | 1.75% |
5-year Revolving-Loan Facility, Periodic Interest Payments, LIBOR Plus up to 1.500%, Plus Commitment Fees up to 0.250%, Expires June 28, 2022 | ||
Debt Instrument [Line Items] | ||
Line of credit facility, expiration period | 5 years | |
Line of credit facility, expiration date | Jun. 28, 2022 | |
5-year Revolving-Loan Facility, Periodic Interest Payments, LIBOR Plus up to 1.500%, Plus Commitment Fees up to 0.250%, Expires June 28, 2022 | Maximum | ||
Debt Instrument [Line Items] | ||
Commitment fee, percentage | 0.25% | |
5-year Revolving-Loan Facility, Periodic Interest Payments, LIBOR Plus up to 1.500%, Plus Commitment Fees up to 0.250%, Expires June 28, 2022 | Maximum | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.50% | |
5-year Term-Loan Facility Expires in 2023 | ||
Debt Instrument [Line Items] | ||
Debt instrument maturity year | 2023 | 2023 |
Line of credit facility, expiration period | 5 years | 5 years |
Line of credit facility, expiration date | Dec. 21, 2023 | Dec. 21, 2023 |
5-year Term-Loan Facility Expires in 2023 | Maximum | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.75% | 1.75% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Dec. 21, 2018 | Dec. 31, 2018 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2019 | Mar. 11, 2019 | Nov. 15, 2018 | Jun. 28, 2017 | Sep. 18, 2014 | Apr. 17, 2014 |
Debt Instrument [Line Items] | ||||||||||||
Unsecured revolving credit facility | $ 350,000,000 | $ 100,000,000 | $ 350,000,000 | $ 600,000,000 | $ 400,000,000 | $ 800,000,000 | ||||||
Debt instrument, periodic payment, principal | 365,000,000 | 10,000,000 | ||||||||||
Proceeds from issuance of debt | 2,800,000 | |||||||||||
Debt issuance costs | $ 1,600,000 | |||||||||||
Write off of deferred debt issuance cost | $ 200,000 | |||||||||||
Unsecured term loans | 330,000,000 | |||||||||||
Outstanding debt balance | 1,506,990,000 | 1,555,343,000 | 1,506,990,000 | |||||||||
Debt instrument, periodic payment, principal | $ 250,000,000 | |||||||||||
Interest | 58,300,000 | 38,000,000 | $ 36,200,000 | |||||||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 55,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 70,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Three | 380,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Four | 210,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 500,000,000 | |||||||||||
Long-term Debt, Maturities, Repayments of Principal after Year Five | $ 350,000,000 | |||||||||||
Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 1.00% | |||||||||||
Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, variable interest rate | 1.75% | |||||||||||
Unsecured Senior Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 500,000,000 | |||||||||||
Debt instrument interest rate stated percentage | 4.50% | 4.20% | ||||||||||
Outstanding debt balance | 500,000,000 | $ 500,000,000 | 500,000,000 | $ 350,000,000 | ||||||||
4.500% Senior Notes, Semi-Annual Interest Payments, Balloon Due 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument interest rate stated percentage | 4.50% | |||||||||||
Senior notes | $ 350,000,000 | $ 350,000,000 | ||||||||||
Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, periodic payment, principal | 67,500,000 | |||||||||||
Unsecured term loans | $ 300,000,000 | $ 300,000,000 | 285,000,000 | $ 300,000,000 | ||||||||
Long-term debt, scheduled principal payment in next three months | $ 3,800,000 | |||||||||||
Loan repayment term | 5 years | |||||||||||
Term Loan | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
30-day Adjusted LIBOR Rate | 1.813% | |||||||||||
Term Loan | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unsecured term loans | $ 300,000,000 | |||||||||||
Term Loan | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Unsecured term loans | $ 450,000,000 | |||||||||||
Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt, scheduled principal payment in next three months | $ 10,000,000 | |||||||||||
Credit facility, outstanding amount | $ 475,000,000 | |||||||||||
Revolving Credit Facility | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
30-day Adjusted LIBOR Rate | 1.813% | |||||||||||
Long-term Debt [Member] | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
30-day Adjusted LIBOR Rate | 1.75% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | 35.00% | 35.00% |
Income Tax Expense (Benefit) | $ 127,415,000 | $ 118,207,000 | $ 50,092,000 | |
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | 1,600,000 | |||
ASC 842 lease liabilities | 46,188,000 | |||
ASC 842 ROU asset | 52,185,000 | |||
Accruals and reserves | 7,743,000 | 10,455,000 | ||
Accruals and reserves, leases | 3,900,000 | |||
Income Taxes Paid | 110,046,000 | 110,557,000 | 152,024,000 | |
Operating Loss Carryforwards | 100,000 | |||
Operating Loss Carryforwards State | 39,900,000 | |||
Liability for Uncertainty in Income Taxes, Current | 217,635 | 197,205 | 228,608 | |
Unrecognized Tax Benefits | $ 1,127,000 | $ 1,639,000 | $ 1,694,000 | $ 750,000 |
Tax Cuts and Jobs Act 2017 | ||||
Income Tax Contingency [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | ||
Income Tax Expense (Benefit) | $ 120,900,000 | |||
Deferred Tax Liabilities, Deferred Expense | 124,200,000 | |||
Taxes Payable | $ 3,300,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||
Federal | $ 85,507 | $ 77,694 | $ 129,954 |
State | 28,905 | 25,096 | 21,392 |
Foreign | 620 | 409 | 929 |
Total current provision | 115,032 | 103,199 | 152,275 |
Deferred: | |||
Federal | 14,994 | 8,483 | 18,999 |
State | (2,587) | 6,519 | 2,984 |
Foreign | (24) | 6 | |
Deferred income taxes | 12,383 | 15,008 | (102,183) |
Total deferred provision | 12,383 | 15,008 | (102,183) |
Total tax provision | $ 127,415 | $ 118,207 | 50,092 |
Tax Cuts and Jobs Act 2017 | |||
Deferred: | |||
Deferred income taxes | (124,166) | ||
Total tax provision | $ 120,900 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Effective Tax Rate and Federal Statutory Tax Rate (Details) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory tax rate | 21.00% | 21.00% | 35.00% | 35.00% |
State income taxes, net of federal income tax benefit | 3.80% | 5.70% | 3.80% | |
Non-deductible employee stock purchase plan expense | 0.30% | 0.20% | 0.30% | |
Non-deductible meals and entertainment | 0.30% | 0.30% | 0.30% | |
Non-deductible officers’ compensation | 0.20% | 0.30% | ||
Tax Reform Act deferred tax revaluation and transition tax impact | (0.30%) | (26.90%) | ||
Other, net | (1.40%) | (1.60%) | (1.40%) | |
Effective tax rate | 24.20% | 25.60% | 11.10% |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Company's Net Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 |
Non-current deferred tax liabilities: | ||||
Intangible assets | $ 360,660 | $ 334,200 | ||
Fixed assets | 10,325 | 4,929 | ||
ASC 842 lease liabilities | 46,188 | |||
Net unrealized holding (loss)/gain on available-for-sale securities | 36 | (78) | ||
Total non-current deferred tax liabilities | 441,896 | 368,780 | ||
Non-current deferred tax assets: | ||||
Deferred compensation | 52,566 | 41,293 | ||
Accruals and reserves | 7,743 | 10,455 | ||
ASC 842 ROU asset | 52,185 | |||
Net operating loss carryforwards and 163(j) disallowed carryforwards | 2,377 | 2,196 | ||
Valuation allowance for deferred tax assets | (1,252) | (896) | ||
Total non-current deferred tax assets | 113,619 | 53,048 | ||
Net non-current deferred tax liability | 328,277 | 315,732 | $ 300,760 | $ 256,185 |
Accounting Standards Update 2014-09 | ||||
Non-current deferred tax liabilities: | ||||
Deferred Tax Liabilities, Other | $ 24,687 | $ 29,729 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits | $ 1,639 | $ 1,694 | $ 750 |
Gross increases for tax positions of prior years | 778 | 594 | 1,070 |
Gross decreases for tax positions of prior years | (791) | (5) | |
Settlements | (499) | (644) | (126) |
Unrecognized tax benefits | $ 1,127 | $ 1,639 | $ 1,694 |
Employee Savings Plan - Additio
Employee Savings Plan - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2019USD ($)Day | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016 | |
Employee Savings Plan [Abstract] | ||||
Service Period Eligible to Participate for Employee Savings Plan | Day | 30 | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 4.00% | 2.50% | ||
Discretionary Profit Sharing Contribution Percentage of Employees Salary | 1.50% | |||
Defined Benefit Plan, Plan Assets, Contributions by Employer | $ | $ 22.8 | $ 22.8 | $ 19.6 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||||||||||
Jul. 31, 2009 | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares | Dec. 31, 2015 | Aug. 31, 2019$ / shares | Jul. 31, 2019USD ($)$ / sharesshares | May 01, 2019shares | Aug. 31, 2018$ / shares | Jul. 31, 2018USD ($)$ / sharesshares | Aug. 31, 2017$ / shares | Jul. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Maximum number of shares available to be granted under award stock plan | 28,800,000 | ||||||||||||
Incremental increases in average stock price from initial grant price | 20.00% | ||||||||||||
Share-based compensation arrangement by share-based payment award, award requisite service period | 20 years | 15 years | |||||||||||
Attainment age of stock plan | attainment of age 64 | ||||||||||||
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 10,239,624 | ||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options awarded shares outstanding number | 1,051,292 | ||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options distributed shares outstanding number | 9,188,332 | ||||||||||||
Share-based compensation, shares authorized under stock option plans, exercise price range, lower range limit | $ / shares | $ 8.30 | ||||||||||||
Share-based compensation, shares authorized under stock option plans, exercise price range, upper range limit | $ / shares | $ 12.84 | ||||||||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, vested in period, fair value | $ | $ 3,500 | $ 11,900 | $ 6,300 | ||||||||||
Number of shares authorized | 34,000,000 | ||||||||||||
Maximum employee subscription rate | 10.00% | ||||||||||||
Compensation cost not yet recognized | $ | $ 109,700,000 | ||||||||||||
Compensation cost not yet recognized, period for recognition | 3 years 3 months 7 days | ||||||||||||
Employee Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares available for grant | 6,340,598 | ||||||||||||
Threshold period worked per week by employees | 20 | ||||||||||||
Allotted value maximum | $ | $ 25,000,000 | ||||||||||||
Subscription period beginning | August 1st | ||||||||||||
Subscription period ending | July 31st | ||||||||||||
Purchase price of common stock, percentage | 85.00% | ||||||||||||
Percentage of market price | 15.00% | ||||||||||||
Value of one year stock option percentage | 85.00% | ||||||||||||
Estimated fair value per share option | $ / shares | $ 7.46 | $ 5.88 | $ 4.32 | ||||||||||
Stock awarded | 976,303 | 985,601 | 1,058,024 | ||||||||||
Shares issued aggregate purchase value | $ | $ 24,000,000 | $ 18,700,000 | $ 16,400,000 | ||||||||||
Shares issued aggregate purchase price per share | $ / shares | $ 24.63 | $ 18.96 | $ 15.52 | ||||||||||
Shares held in employee stock option plan, suspense shares | 419,446 | 402,349 | 435,027 | ||||||||||
Cash received from proceeds by participants | $ | $ 12,800,000 | $ 9,900,000 | $ 8,200,000 | ||||||||||
2019 Stock Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares of stock reserved for issuance under stock incentive plans | 2,283,475 | ||||||||||||
Number of shares available for grant | 9,515,603 | 6,957,897 | |||||||||||
2010 SIP and 2019 SIP | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share based compensation arrangement by share based payment award equity instruments other than options awarded shares outstanding number | 8,070,576 | 6,595,319 | 4,809,604 | 4,802,588 | |||||||||
2010 SIP and 2019 SIP | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock vesting period | 5 years | ||||||||||||
Performance measurement period | 3 years | ||||||||||||
Percentage of payout | 0.00% | 0.00% | |||||||||||
2010 SIP and 2019 SIP | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock vesting period | 10 years | ||||||||||||
Performance measurement period | 5 years | ||||||||||||
Percentage of payout | 200.00% | 100.00% | |||||||||||
2010 Stock Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common stock issued to directors shares | 27,885 | 26,620 | 22,700 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Awarded share Outstanding ending balance | 1,051,292 | ||
Performance Stock Plan | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Weighted-average grant date fair value Outstanding beginning balance | $ 5.03 | $ 5.16 | $ 5.11 |
Weighted-average grant date fair value Vested | 5.29 | 5.53 | 4.81 |
Weighted-average grant date fair value Forfeited | 4.74 | 4.92 | 5.24 |
Weighted-average grant date fair value Outstanding ending balance | $ 5 | $ 5.03 | $ 5.16 |
Granted Share Outstanding Beginning Balance | 1,196,092 | 1,694,476 | 2,006,550 |
Granted Share Vested | (115,040) | (453,860) | (277,602) |
Granted Share Forfeited | (29,760) | (44,524) | (34,472) |
Granted Share Outstanding Ending Balance | 1,051,292 | 1,196,092 | 1,694,476 |
Awarded share Outstanding beginning balance | 1,196,092 | 1,694,476 | 2,006,550 |
Awarded share Vested | (115,040) | (453,860) | (277,602) |
Awarded share Forfeited | (29,760) | (44,524) | (34,472) |
Awarded share Outstanding ending balance | 1,051,292 | 1,196,092 | 1,694,476 |
2010 SIP and 2019 SIP | |||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | |||
Weighted-average grant date fair value Outstanding beginning balance | $ 16.69 | $ 15.58 | $ 14.98 |
Weighted-average grant date fair value Granted | 28.53 | 22.87 | 20.82 |
Weighted-average grant date fair value Awarded | 17.26 | 15.89 | 15.72 |
Weighted-average grant date fair value Vested | 14.29 | 14.09 | 12.61 |
Weighted-average grant date fair value Forfeited | 19.09 | 16.37 | 14.89 |
Weighted-average grant date fair value Outstanding ending balance | $ 18.10 | $ 16.69 | $ 15.58 |
Granted Share Outstanding Beginning Balance | 11,102,375 | 12,821,990 | 12,256,112 |
Granted Share Granted | 1,812,047 | 1,577,721 | 1,392,912 |
Granted Share Awarded | 299,339 | ||
Granted Share Vested | (1,068,211) | (933,916) | (484,914) |
Granted Share Forfeited | (503,632) | (2,363,420) | (342,120) |
Granted Share Outstanding Ending Balance | 11,641,918 | 11,102,375 | 12,821,990 |
Awarded share Outstanding beginning balance | 6,595,319 | 4,809,604 | 4,802,588 |
Awarded shares Granted | 797,778 | 454,313 | 241,334 |
Awarded share Awarded | 1,954,983 | 2,489,905 | 326,808 |
Awarded share Vested | (1,068,211) | (933,916) | (484,914) |
Awarded share Forfeited | (209,293) | (224,587) | (76,212) |
Awarded share Outstanding ending balance | 8,070,576 | 6,595,319 | 4,809,604 |
Shares not yet awarded Outstanding beginning balance | 4,507,056 | 8,012,386 | 7,453,524 |
Shares not yet awarded Granted | 1,014,269 | 1,123,408 | 1,151,578 |
Shares not yet awarded Awarded | (1,655,644) | (2,489,905) | (326,808) |
Shares not yet awarded Forfeited | (294,339) | (2,138,833) | (265,908) |
Shares not yet awarded Outstanding ending balance | 3,571,342 | 4,507,056 | 8,012,386 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Stock Option Activity (Parenthetical) (Details) - 2010 SIP and 2019 SIP - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares not yet awarded Granted | 1,014,269 | 1,123,408 | 1,151,578 |
Potential Payout | 501,384 | 576,886 | 641,652 |
Targeted payout | 100.00% | 100.00% | 100.00% |
Maximum | |||
Performance of final target percentage | 200.00% | 200.00% | 200.00% |
Minimum | |||
Performance of final target percentage | 0.00% | 0.00% | 0.00% |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Performance Stock Plan and 2010 Stock Incentive Plan (Details) - 2010 Stock Incentive Plan - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based restricted stock granted | 1,014,269 | 1,123,408 | 1,151,578 |
Time-Based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock awarded | 797,778 | 454,313 | 241,334 |
Performance Based | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance-based restricted stock granted | 1,014,269 | 1,123,408 | 1,151,578 |
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock awarded | 1,954,983 | 2,489,905 | 326,808 |
Stock Based Compensation - Sc_2
Stock Based Compensation - Schedule of Performance Stock Plan and 2010 Stock Incentive Plan (Parenthetical) (Details) - 2010 Stock Incentive Plan - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Performance-based restricted stock granted | 1,014,269 | 1,123,408 | 1,151,578 |
Potential Payout | 501,384 | 576,886 | 641,652 |
Targeted payout | 100.00% | 100.00% | 100.00% |
Maximum | |||
Performance of final target percentage | 200.00% | 200.00% | 200.00% |
Minimum | |||
Performance of final target percentage | 0.00% | 0.00% | 0.00% |
Stock Based Compensation - Su_3
Stock Based Compensation - Summary of Non-Cash Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash stock-based compensation | $ 46,994 | $ 33,519 | $ 30,631 |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash stock-based compensation | 6,504 | 4,744 | 4,025 |
2010 SIP and 2019 SIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash stock-based compensation | 39,626 | 28,027 | 24,899 |
Performance Stock Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Non-cash stock-based compensation | $ 864 | $ 748 | $ 1,707 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities - Summary of Cash Paid for Interest and Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash paid during the period for: | |||
Interest | $ 58,290 | $ 38,032 | $ 36,172 |
Income taxes | $ 110,046 | $ 110,557 | $ 152,024 |
Supplemental Disclosures of C_4
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities - Summary of Significant Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Significant non-cash investing and financing activities | |||
Other payables issued for purchased customer accounts | $ 12,135 | $ 5,462 | $ 11,708 |
Estimated acquisition earn-out payables and related charges | 82,872 | 77,378 | $ 6,921 |
Notes received on the sale of fixed assets and customer accounts | $ 9,903 | $ 52 |
Supplemental Disclosures of C_5
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities - Schedule of Reconciliation of Cash and Cash Equivalents Inclusive of Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 542,174 | $ 438,961 | $ 573,383 | |
Restricted cash | 420,801 | 338,635 | 250,705 | |
Total cash and cash equivalents inclusive of restricted cash at the end of the period | $ 962,975 | $ 777,596 | $ 824,088 | $ 781,283 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | |
Operating lease expiration term | 2043 |
Future Lease Agreements | |
Lessee Lease Description [Line Items] | |
Operating lease expected to commence undiscounted lease liabilities in 2020 | $ 5.1 |
Operating lease expected to commence undiscounted lease liabilities in 2021 | $ 0.6 |
Leases - Schedule of Balances a
Leases - Schedule of Balances and Classification of Operating Lease Right-of-Use Assets and Operating Lease Liabilities within Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Assets: | ||
Operating lease right-of-use assets | $ 184,288 | $ 178,304 |
Total assets | 184,288 | |
Liabilities: | ||
Current operating lease liabilities | 43,415 | |
Non-current operating lease liabilities | 167,855 | $ 161,464 |
Total liabilities | $ 211,270 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost for Operating Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Operating leases: | |
Lease cost | $ 49,872 |
Variable lease cost | 3,819 |
Short term lease cost | 267 |
Operating lease cost | 53,958 |
Sublease income | (1,386) |
Total lease cost net | $ 52,572 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate for Operating Leases (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term | 6 years |
Weighted-average discount rate | 3.70% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 48,884 |
2021 | 45,547 |
2022 | 38,056 |
2023 | 31,625 |
2024 | 24,469 |
Thereafter | 51,571 |
Total undiscounted lease payments | 240,152 |
Less: Imputed interest | 28,882 |
Total minimum future lease payments | $ 211,270 |
Leases - Schedule of Aggregate
Leases - Schedule of Aggregate Future Minimum Lease Payments under Non-cancelable Lease Agreements (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 48,292 |
2020 | 43,517 |
2021 | 34,836 |
2022 | 27,035 |
2023 | 19,981 |
Thereafter | 36,349 |
Total minimum future lease payments | $ 210,010 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in measurement of liabilities | |
Operating cash flows from operating leases | $ 51,894 |
Right-of-use assets obtained in exchange for new operating liabilities | $ 46,730 |
Quarterly Operating Results (_2
Quarterly Operating Results (Unaudited) - Schedule of Quarterly Operating Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenues | $ 578,989 | $ 618,683 | $ 575,219 | $ 619,280 | $ 508,748 | $ 530,850 | $ 473,187 | $ 501,461 | $ 2,392,171 | $ 2,014,246 | $ 1,881,347 |
Total expenses | 476,940 | 466,845 | 451,697 | 470,760 | 408,137 | 388,350 | 372,277 | 383,020 | 1,866,242 | 1,551,784 | 1,431,625 |
Income before income taxes | 102,049 | 151,838 | 123,522 | 148,520 | 100,611 | 142,500 | 100,910 | 118,441 | 525,929 | 462,462 | 449,722 |
Net income | $ 76,519 | $ 115,506 | $ 92,593 | $ 113,896 | $ 73,452 | $ 106,053 | $ 73,922 | $ 90,828 | $ 398,514 | $ 344,255 | $ 399,630 |
Net income per share: | |||||||||||
Basic | $ 0.27 | $ 0.41 | $ 0.33 | $ 0.41 | $ 0.26 | $ 0.38 | $ 0.27 | $ 0.33 | $ 1.42 | $ 1.24 | $ 1.43 |
Diluted | $ 0.27 | $ 0.41 | $ 0.33 | $ 0.40 | $ 0.26 | $ 0.38 | $ 0.26 | $ 0.32 | $ 1.40 | $ 1.22 | $ 1.40 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)Segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | Segment | 4 | ||||||||||
Revenues | $ 578,989 | $ 618,683 | $ 575,219 | $ 619,280 | $ 508,748 | $ 530,850 | $ 473,187 | $ 501,461 | $ 2,392,171 | $ 2,014,246 | $ 1,881,347 |
London, Bermuda and Cayman Islands | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 17,700 | $ 15,200 | $ 15,900 |
Segment Information - Summarize
Segment Information - Summarized Financial Information Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Segment Reporting Information [Line Items] | ||||||||||||
Total revenues | $ 578,989 | $ 618,683 | $ 575,219 | $ 619,280 | $ 508,748 | $ 530,850 | $ 473,187 | $ 501,461 | $ 2,392,171 | $ 2,014,246 | $ 1,881,347 | |
Investment income | 5,780 | 2,746 | 1,626 | |||||||||
Amortization | 105,298 | 86,544 | 85,446 | |||||||||
Depreciation | 23,417 | 22,834 | 22,698 | |||||||||
Interest expense | 63,660 | 40,580 | 38,316 | |||||||||
Income before income taxes | 102,049 | $ 151,838 | $ 123,522 | $ 148,520 | 100,611 | $ 142,500 | $ 100,910 | $ 118,441 | 525,929 | 462,462 | 449,722 | |
Total assets | 7,622,821 | 6,688,668 | 7,622,821 | 6,688,668 | 5,747,550 | $ 6,863,968 | ||||||
Capital expenditures | 73,108 | 41,520 | 24,192 | |||||||||
Operating Segments | Retail | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenues | 1,367,261 | 1,042,763 | 943,460 | |||||||||
Investment income | 149 | 2 | 8 | |||||||||
Amortization | 63,146 | 44,386 | 42,164 | |||||||||
Depreciation | 7,390 | 5,289 | 5,210 | |||||||||
Interest expense | 87,295 | 35,969 | 31,133 | |||||||||
Income before income taxes | 222,875 | 217,845 | 196,616 | |||||||||
Total assets | 6,413,459 | 5,850,045 | 6,413,459 | 5,850,045 | 4,255,515 | |||||||
Capital expenditures | 12,497 | 6,858 | 4,494 | |||||||||
Operating Segments | National Programs | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenues | 518,384 | 494,463 | 479,813 | |||||||||
Investment income | 1,397 | 506 | 384 | |||||||||
Amortization | 25,482 | 25,954 | 27,277 | |||||||||
Depreciation | 6,791 | 5,486 | 6,325 | |||||||||
Interest expense | 16,690 | 26,181 | 35,561 | |||||||||
Income before income taxes | 143,737 | 117,375 | 109,961 | |||||||||
Total assets | 3,110,368 | 2,940,097 | 3,110,368 | 2,940,097 | 3,267,486 | |||||||
Capital expenditures | 10,365 | 12,391 | 5,936 | |||||||||
Operating Segments | Wholesale Brokerage | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenues | 310,087 | 287,014 | 271,737 | |||||||||
Investment income | 178 | 165 | 0 | |||||||||
Amortization | 11,191 | 11,391 | 11,456 | |||||||||
Depreciation | 1,674 | 1,628 | 1,885 | |||||||||
Interest expense | 4,756 | 5,254 | 6,263 | |||||||||
Income before income taxes | 82,739 | 70,171 | 68,844 | |||||||||
Total assets | 1,390,250 | 1,283,877 | 1,390,250 | 1,283,877 | 1,260,239 | |||||||
Capital expenditures | 6,171 | 2,518 | 1,836 | |||||||||
Operating Segments | Services | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenues | 193,781 | 189,246 | 165,372 | |||||||||
Investment income | 139 | 205 | 299 | |||||||||
Amortization | 5,479 | 4,813 | 4,548 | |||||||||
Depreciation | 1,229 | 1,558 | 1,600 | |||||||||
Interest expense | 4,404 | 2,869 | 3,522 | |||||||||
Income before income taxes | 40,337 | 34,508 | 30,498 | |||||||||
Total assets | 481,336 | 471,572 | 481,336 | 471,572 | 399,240 | |||||||
Capital expenditures | 804 | 1,525 | 1,033 | |||||||||
Segment Reconciling Items | ||||||||||||
Segment Reporting Information [Line Items] | ||||||||||||
Total revenues | 2,658 | 760 | 20,965 | |||||||||
Investment income | 3,917 | 1,868 | 935 | |||||||||
Amortization | 0 | 0 | 1 | |||||||||
Depreciation | 6,333 | 8,873 | 7,678 | |||||||||
Interest expense | (49,485) | (29,693) | (38,163) | |||||||||
Income before income taxes | 36,241 | 22,563 | 43,803 | |||||||||
Total assets | $ (3,772,592) | $ (3,856,923) | (3,772,592) | (3,856,923) | (3,434,930) | |||||||
Capital expenditures | $ 43,271 | $ 18,228 | $ 10,893 |
Insurance Company WNFIC - Effec
Insurance Company WNFIC - Effects of Reinsurance on Premiums Written and Earned (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Written | ||
Direct premiums | $ 697,072 | $ 619,223 |
Ceded premiums | 697,059 | 619,206 |
Net premiums | 13 | 17 |
Earned | ||
Direct premiums | 668,971 | 602,320 |
Ceded premiums | 668,958 | 602,303 |
Net premiums | $ 13 | $ 17 |
Insurance Company WNFIC - Addit
Insurance Company WNFIC - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2019USD ($)Reinsurer | Dec. 31, 2018USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2019 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Ceded rate of premiums under insurance program | 100.00% | |||
Premiums written net | $ 697,059,000 | $ 619,206,000 | ||
Ceded unpaid loss | 58,500,000 | 65,400,000 | ||
Prepaid reinsurance premiums | 366,021,000 | 337,920,000 | ||
Increase (decrease) in loss and loss adjustment expense reserve | 0 | 200,000 | ||
Reserve for losses and loss adjustment expense | $ 58,500,000 | 65,400,000 | ||
Number of reinsurers | Reinsurer | 2 | |||
Maximum | ||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Preferred stock, dividend rate, percentage | 10.00% | |||
Wright National Flood Insurance Company | ||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Ceded rate of premiums under insurance program | 100.00% | |||
Expenses and allowance rate received in premiums | 30.10% | 30.00% | ||
Premiums written net | $ 694,900,000 | 617,200,000 | ||
Statutory capital and surplus required | 7,500,000 | |||
Statutory capital and surplus | 29,600,000 | 19,400,000 | ||
Statutory net Income | $ 8,100,000 | $ 4,500,000 | ||
Preferred stock, dividend rate, percentage | 100.00% | |||
Wright National Flood Insurance Company | Scenario, Forecast | ||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||
Maximum dividend payout that may be made without prior approval | $ 8,100 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | May 17, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | May 01, 2019 |
Accelerated Share Repurchases [Line Items] | ||||||
Shares repurchased, authorized amount | $ 100,000,000 | |||||
Treasury stock shares (in shares) | 15,451,000 | 13,797,000 | 15,451,000 | |||
Fair value of common stock repurchased | $ 536,243,000 | $ 477,572,000 | $ 536,243,000 | |||
Stock repurchase program, remaining authorized repurchase amount | $ 461,300,000 | $ 461,300,000 | ||||
Treasury stock, shares, acquired | 15,500,000 | |||||
Accelerated Share Repurchase Agreement | ||||||
Accelerated Share Repurchases [Line Items] | ||||||
Treasury stock shares (in shares) | 1,087,914 | 2,883,349 | 1,087,914 | |||
Treasury stock, average cost per share | $ 35.55 | $ 48.51 | ||||
Fair value of common stock repurchased | $ 38,700,000 | $ 80,000,000 | $ 139,900,000 | $ 38,700,000 | ||
Treasury stock, shares, acquired | 566,599 | 2,910,150 | ||||
Maximum | ||||||
Accelerated Share Repurchases [Line Items] | ||||||
Shares repurchased, authorized amount | $ 100,000,000 | $ 100,000,000 | $ 372,500,000 |