Business Combinations | NOTE 5 Business Combinations During the three months ended March 31, 2020, Brown & Brown acquired the assets and assumed certain liabilities of five insurance intermediaries. Additionally, miscellaneous adjustments were recorded to the purchase price allocation of certain prior acquisitions completed within the last 12 months as permitted by Accounting Standards Codification Topic 805 — Business Combinations The fair value of earn-out obligations is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the provisions outlined in the respective purchase agreements. In determining fair value, the acquired business’s future performance is estimated using financial projections developed by management for the acquired business and reflects market participant assumptions regarding revenue growth and/or profitability. The expected future payments are estimated on the basis of the earn-out formula and performance targets specified in each purchase agreement compared to the associated financial projections. These payments are then discounted to present value using a risk-adjusted rate that takes into consideration the likelihood that the forecasted earn-out payments will be made. Based on the acquisition date and the complexity of the underlying valuation work, certain amounts included in the Company’s Condensed Consolidated Financial Statements may be provisional and thus subject to further adjustments within the permitted measurement period, as defined in ASC 805. For the three months ended March 31, 2020, adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $0.1 million relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments in the three months ended March 31, 2020 in accordance with the guidance in ASU 2015-16 “Business Combinations.” The measurement period adjustments primarily impacted goodwill, with no effect on earnings or cash in the current period. Cash paid for acquisitions was $153.3 million in the three-month period ended March 31, 2020. The Company completed five acquisitions (excluding book of business purchases) in the three-month period ended March 31, 2020. The Company completed eight acquisitions (excluding book of business purchases) in the three-month period ended March 31, 2019. 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 Other payable Recorded earn-out payable Net assets acquired Maximum potential earn- out payable Special Risk Insurance Managers Ltd. (Special Risk) National Programs January 1, 2020 $ 68,812 $ — $ 4,884 $ 73,696 $ 14,650 Texas All Risk General Agency, Inc. et al (Texas Risk) Wholesale Brokerage January 1, 2020 10,511 135 310 10,980 1,150 The Colonial Group, Inc. et al (Colonial) Wholesale Brokerage March 1, 2020 29,037 10 5,639 35,203 10,150 RLA Insurance Intermediaries, LLC (RLA) Wholesale Brokerage March 1, 2020 42,496 100 2,951 46,233 22,500 Other Various Various 2,435 1,291 194 2,704 1,140 Total $ 153,291 $ 1,536 $ 13,978 $ 168,816 $ 49,590 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) Special Risk Texas Risk Colonial RLA Other Total Cash $ — $ — $ — $ — $ — $ — Other current assets 2,159 446 808 — 747 4,160 Fixed assets 346 27 59 54 — 486 Goodwill 55,607 8,488 26,030 44,592 765 135,482 Purchased customer accounts 14,897 3,674 9,393 12,549 1,279 41,792 Non-compete agreements 136 25 43 481 21 706 Other assets — — — — — — Total assets acquired 73,145 12,660 36,333 57,676 2,812 182,626 Other current liabilities 551 (1,680 ) (1,130 ) (11,443 ) (108 ) (13,810 ) Other liabilities — — — — — — Total liabilities assumed 551 (1,680 ) (1,130 ) (11,443 ) (108 ) (13,810 ) Net assets acquired $ 73,696 $ 10,980 $ 35,203 $ 46,233 $ 2,704 $ 168,816 The other column represents current year acquisitions with total net assets acquired of less than $10.0 million and adjustments from prior year acquisitions that were made within the permitted measurement period. 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 $135.5 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 $0.7 million, $55.6 million, $79.1 million and $0.1 million, respectively. Of the total goodwill of $135.5 million, the amount currently deductible for income tax purposes is $121.5 million and the remaining $14.0 million relates to the recorded earn-out payables and will not be deductible until it is earned and paid. For the acquisitions completed during 2020, the results of operations since the acquisition dates have been combined with those of the Company. The total revenues from the acquisitions completed through March 31, 2020, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020, was $5.6 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through March 31, 2020, included in the Condensed Consolidated Statement of Income for the three months ended March 31, 2020, was a loss of $0.5 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) Three months ended March 31, (in thousands, except per share data) 2020 2019 Total revenues $ 702,333 $ 628,230 Income before income taxes $ 206,330 $ 150,948 Net income $ 153,200 $ 115,758 Net income per share: Basic $ 0.54 $ 0.41 Diluted $ 0.54 $ 0.41 Weighted average number of shares outstanding: Basic 272,776 272,679 Diluted 274,861 275,014 As of March 31, 2020 and 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 . The resulting additions, payments, and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the three months ended March 31, 2020 and 2019 , were as follows: Three months ended March 31, (in thousands) 2020 2019 Balance as of the beginning of the period $ 161,513 $ 89,924 Additions to estimated acquisition earn-out payables 13,978 18,155 Payments for estimated acquisition earn-out payables (6,814 ) (579 ) Subtotal 168,677 107,500 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables (12,641 ) 50 Interest expense accretion 1,684 1,160 Net change in earnings from estimated acquisition earn-out payables (10,957 ) 1,210 Balance as of March 31, $ 157,720 $ 108,710 Of the $157.7 million estimated acquisition earn-out payables as of March 31, 2020, $12.4 million was recorded as accounts payable and $145.3 million was recorded as other non-current liabilities. As of March 31, 2020, the maximum future acquisition contingency payments related to all acquisitions was $366.5 million, inclusive of the $157.7 million estimated acquisition earn-out payables as of March 31, 2020. Included within the additions to estimated acquisition earn-out payables are any adjustments to opening balance sheet items within the allowable measurement period, which may therefore differ from previously reported amounts. During the three months ended March 31, 2020, the Company recorded a decrease in the estimated acquisition earn-out payables for acquisitions completed in the last three years partially as a result of the potential for lower future financial performance associated with COVID-19. |