Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 26, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | BROWN & BROWN, INC. | |
Entity Central Index Key | 0000079282 | |
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 | 284,059,040 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, $0.10 Par Value | |
Trading Symbol | BRO | |
Security Exchange Name | NYSE | |
Entity File Number | 001-13619 | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 59-0864469 | |
Entity Address, Address Line One | 220 South Ridgewood Avenue | |
Entity Address, City or Town | Daytona Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 32114 | |
City Area Code | 386 | |
Local Phone Number | 252-9601 | |
Document Quarterly Report | true | |
Document Transition Report | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
REVENUES | ||||
Commissions and fees | $ 671,396 | $ 617,363 | $ 1,966,056 | $ 1,807,758 |
Investment income | 349 | 1,668 | 1,844 | 4,274 |
Other income, net | 2,217 | (348) | 3,364 | 1,150 |
Total revenues | 673,962 | 618,683 | 1,971,264 | 1,813,182 |
EXPENSES | ||||
Employee compensation and benefits | 362,767 | 331,120 | 1,058,907 | 973,567 |
Other operating expenses | 91,403 | 96,409 | 274,103 | 283,242 |
(Gain)/loss on disposal | (994) | (3,815) | (1,285) | (4,326) |
Amortization | 27,059 | 26,272 | 80,190 | 78,418 |
Depreciation | 6,647 | 5,815 | 18,836 | 17,516 |
Interest | 13,234 | 16,314 | 42,334 | 47,805 |
Change in estimated acquisition earn-out payables | 15,318 | (5,270) | 4,996 | (6,920) |
Total expenses | 515,434 | 466,845 | 1,478,081 | 1,389,302 |
Income before income taxes | 158,528 | 151,838 | 493,183 | 423,880 |
Income taxes | 24,549 | 36,332 | 110,020 | 101,885 |
Net income | $ 133,979 | $ 115,506 | $ 383,163 | $ 321,995 |
Net income per share: | ||||
Basic (in dollars per share) | $ 0.47 | $ 0.41 | $ 1.35 | $ 1.14 |
Diluted (in dollars per share) | 0.47 | 0.41 | 1.35 | 1.14 |
Dividends declared per share (in dollars per share) | $ 0.085 | $ 0.080 | $ 0.255 | $ 0.240 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 1,070,190 | $ 542,174 |
Restricted cash and investments | 431,651 | 420,801 |
Short-term investments | 18,216 | 12,325 |
Premiums, commissions and fees receivable | 1,020,522 | 942,834 |
Reinsurance recoverable | 107,464 | 58,505 |
Prepaid reinsurance premiums | 397,615 | 366,021 |
Other current assets | 118,030 | 152,142 |
Total current assets | 3,163,688 | 2,494,802 |
Fixed assets, net | 187,611 | 148,627 |
Operating lease assets | 186,304 | 184,288 |
Goodwill | 4,123,943 | 3,746,094 |
Amortizable intangible assets, net | 977,202 | 916,768 |
Investments | 24,738 | 27,378 |
Other assets | 131,893 | 104,864 |
Total assets | 8,795,379 | 7,622,821 |
Current Liabilities: | ||
Premiums payable to insurance companies | 1,092,461 | 1,014,317 |
Losses and loss adjustment reserve | 107,464 | 58,505 |
Unearned premiums | 397,615 | 366,021 |
Premium deposits and credits due customers | 116,892 | 113,841 |
Accounts payable | 147,208 | 99,960 |
Accrued expenses and other liabilities | 312,501 | 337,717 |
Current portion of long-term debt | 66,250 | 55,000 |
Total current liabilities | 2,240,391 | 2,045,361 |
Long-term debt less unamortized discount and debt issuance costs | 2,042,674 | 1,500,343 |
Operating lease liabilities | 172,581 | 167,855 |
Deferred income taxes, net | 332,900 | 328,277 |
Other liabilities | 304,823 | 230,706 |
Shareholders’ Equity: | ||
Common stock, par value $0.10 per share; authorized 560,000 shares; issued 299,371 shares and outstanding 283,745 shares at 2020, issued 297,106 shares and outstanding 281,655 shares at 2019 - in thousands. | 29,937 | 29,711 |
Additional paid-in capital | 763,749 | 716,049 |
Treasury stock, at cost at 15,626 shares at 2020, 15,451 shares at 2019, respectively - in thousands | (543,556) | (536,243) |
Retained earnings | 3,451,880 | 3,140,762 |
Total shareholders’ equity | 3,702,010 | 3,350,279 |
Total liabilities and shareholders’ equity | $ 8,795,379 | $ 7,622,821 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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) | 299,371,000 | 297,106,000 |
Common stock, shares outstanding (in shares) | 283,745,000 | 281,655,000 |
Treasury stock shares (in shares) | 15,626,000 | 15,451,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings |
Beginning Balance, Value at Dec. 31, 2018 | $ 3,000,568 | $ 29,338 | $ 615,180 | $ (477,572) | $ 2,833,622 |
Beginning Balance, Shares at Dec. 31, 2018 | 293,380 | ||||
Net income | 113,896 | 113,896 | |||
Net unrealized holding (loss) gain on available-for- sale securities | 106 | 106 | |||
Common stock issued for employee stock benefit plans | 6,209 | $ 246 | 5,963 | ||
Common stock issued for employee stock benefit plans, Shares | 2,465 | ||||
Cash dividends paid | (22,348) | (22,348) | |||
Ending Balance, Value at Mar. 31, 2019 | 3,098,431 | $ 29,584 | 621,249 | (477,572) | 2,925,170 |
Ending Balance, Shares at Mar. 31, 2019 | 295,845 | ||||
Beginning Balance, Value at Dec. 31, 2018 | 3,000,568 | $ 29,338 | 615,180 | (477,572) | 2,833,622 |
Beginning Balance, Shares at Dec. 31, 2018 | 293,380 | ||||
Net income | 321,995 | ||||
Ending Balance, Value at Sep. 30, 2019 | 3,314,523 | $ 29,714 | 703,949 | (507,314) | 3,088,174 |
Ending Balance, Shares at Sep. 30, 2019 | 297,136 | ||||
Beginning Balance, Value at Mar. 31, 2019 | 3,098,431 | $ 29,584 | 621,249 | (477,572) | 2,925,170 |
Beginning Balance, Shares at Mar. 31, 2019 | 295,845 | ||||
Net income | 92,593 | 92,593 | |||
Net unrealized holding (loss) gain on available-for- sale securities | 181 | 205 | (24) | ||
Common stock issued for employee stock benefit plans | 11,079 | $ (5) | 11,084 | ||
Common stock issued for employee stock benefit plans, Shares | (54) | ||||
Purchase of treasury stock | 20,000 | (20,000) | |||
Common stock issued to directors | 880 | $ 3 | 877 | ||
Common stock issued to directors, Shares | 28 | ||||
Cash dividends paid | (22,533) | (22,533) | |||
Ending Balance, Value at Jun. 30, 2019 | 3,180,631 | $ 29,582 | 653,415 | (497,572) | 2,995,206 |
Ending Balance, Shares at Jun. 30, 2019 | 295,819 | ||||
Net income | 115,506 | 115,506 | |||
Net unrealized holding (loss) gain on available-for- sale securities | 21 | 8 | 13 | ||
Common stock issued for employee stock benefit plans | 30,658 | $ 75 | 30,583 | ||
Common stock issued for employee stock benefit plans, Shares | 748 | ||||
Common stock issued for agency acquisitions | 20,000 | $ 57 | 19,943 | ||
Common stock issued for agency acquisitions, Shares | 569 | ||||
Purchase of treasury stock | (9,742) | (9,742) | |||
Cash dividends paid | (22,551) | (22,551) | |||
Ending Balance, Value at Sep. 30, 2019 | 3,314,523 | $ 29,714 | 703,949 | (507,314) | 3,088,174 |
Ending Balance, Shares at Sep. 30, 2019 | 297,136 | ||||
Beginning Balance, Value at Dec. 31, 2019 | $ 3,350,279 | $ 29,711 | 716,049 | (536,243) | 3,140,762 |
Beginning Balance, Shares at Dec. 31, 2019 | 281,655 | 297,106 | |||
Net income | $ 152,400 | 152,400 | |||
Net unrealized holding (loss) gain on available-for- sale securities | 293 | 194 | 99 | ||
Common stock issued for employee stock benefit plans | 2,200 | $ 182 | 2,018 | ||
Common stock issued for employee stock benefit plans, Shares | 1,828 | ||||
Purchase of treasury stock | (1,429) | (1,429) | |||
Cash dividends paid | (23,902) | (23,902) | |||
Ending Balance, Value at Mar. 31, 2020 | 3,479,841 | $ 29,893 | 718,261 | (537,672) | 3,269,359 |
Ending Balance, Shares at Mar. 31, 2020 | 298,934 | ||||
Beginning Balance, Value at Dec. 31, 2019 | $ 3,350,279 | $ 29,711 | 716,049 | (536,243) | 3,140,762 |
Beginning Balance, Shares at Dec. 31, 2019 | 281,655 | 297,106 | |||
Net income | $ 383,163 | ||||
Common stock issued for agency acquisitions | 15,120 | ||||
Ending Balance, Value at Sep. 30, 2020 | $ 3,702,010 | $ 29,937 | 763,749 | (543,556) | 3,451,880 |
Ending Balance, Shares at Sep. 30, 2020 | 283,745 | 299,371 | |||
Beginning Balance, Value at Mar. 31, 2020 | $ 3,479,841 | $ 29,893 | 718,261 | (537,672) | 3,269,359 |
Beginning Balance, Shares at Mar. 31, 2020 | 298,934 | ||||
Net income | 96,784 | 96,784 | |||
Net unrealized holding (loss) gain on available-for- sale securities | 315 | 384 | (69) | ||
Common stock issued for employee stock benefit plans | 20,075 | $ (7) | 20,082 | ||
Common stock issued for employee stock benefit plans, Shares | (73) | ||||
Common stock issued for agency acquisitions | 10,000 | $ 27 | 9,973 | ||
Common stock issued for agency acquisitions, Shares | 274 | ||||
Common stock issued to directors | 587 | $ 2 | 585 | ||
Common stock issued to directors, Shares | 16 | ||||
Cash dividends paid | (24,084) | (24,084) | |||
Ending Balance, Value at Jun. 30, 2020 | 3,583,518 | $ 29,915 | 749,285 | (537,672) | 3,341,990 |
Ending Balance, Shares at Jun. 30, 2020 | 299,151 | ||||
Net income | 133,979 | 133,979 | |||
Net unrealized holding (loss) gain on available-for- sale securities | (51) | (51) | |||
Common stock issued for employee stock benefit plans | 9,417 | $ 10 | 9,407 | ||
Common stock issued for employee stock benefit plans, Shares | 106 | ||||
Common stock issued for agency acquisitions | 5,120 | $ 12 | 5,108 | ||
Common stock issued for agency acquisitions, Shares | 114 | ||||
Purchase of treasury stock | (5,884) | (5,884) | |||
Cash dividends paid | (24,089) | (24,089) | |||
Ending Balance, Value at Sep. 30, 2020 | $ 3,702,010 | $ 29,937 | $ 763,749 | $ (543,556) | $ 3,451,880 |
Ending Balance, Shares at Sep. 30, 2020 | 283,745 | 299,371 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||||
Cash dividends paid | $ 0.085 | $ 0.085 | $ 0.085 | $ 0.080 | $ 0.080 | $ 0.080 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 383,163 | $ 321,995 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization | 80,190 | 78,418 |
Depreciation | 18,836 | 17,516 |
Non-cash stock-based compensation | 43,465 | 34,679 |
Change in estimated acquisition earn-out payables | 4,996 | (6,920) |
Deferred income taxes | 4,598 | 6,172 |
Amortization of debt discount and disposal of deferred financing costs | 1,619 | 1,521 |
Amortization (accretion) of discounts and premiums, investment | 26 | (11) |
Net (gain)/loss on sales of investments, fixed assets and customer accounts | (720) | (4,108) |
Payments on acquisition earn-outs in excess of original estimated payables | (1,199) | (351) |
Changes in operating assets and liabilities, net of effect from acquisitions and divestitures: | ||
Premiums, commissions and fees receivable (increase) decrease | (63,124) | (41,078) |
Reinsurance recoverables (increase) decrease | (48,959) | (244,391) |
Prepaid reinsurance premiums (increase) decrease | (31,594) | (45,645) |
Other assets (increase) decrease | 4,071 | (23,105) |
Premiums payable to insurance companies increase (decrease) | 58,986 | 43,055 |
Premium deposits and credits due customers increase (decrease) | 1,823 | 12,335 |
Losses and loss adjustment reserve increase (decrease) | 48,959 | 244,575 |
Unearned premiums increase (decrease) | 31,594 | 45,645 |
Accounts payable increase (decrease) | 53,041 | 22,086 |
Accrued expenses and other liabilities increase (decrease) | (22,458) | (22,462) |
Other liabilities increase (decrease) | (27,725) | 7,194 |
Net cash provided by operating activities | 539,588 | 447,120 |
Cash flows from investing activities: | ||
Additions to fixed assets | (55,820) | (47,358) |
Payments for businesses acquired, net of cash acquired | (402,358) | (288,393) |
Proceeds from sales of fixed assets and customer accounts | 8,622 | 3,499 |
Purchases of investments | (10,129) | (15,769) |
Proceeds from sales of investments | 7,434 | 8,385 |
Net cash used in investing activities | (452,251) | (339,636) |
Cash flows from financing activities: | ||
Payments on acquisition earn-outs | (9,859) | (7,514) |
Proceeds from long-term debt | 700,000 | 350,000 |
Payments on long-term debt | (41,250) | (36,250) |
Deferred debt issuance costs | (6,788) | (3,701) |
Borrowings on revolving credit facility | 250,000 | 100,000 |
Payments on revolving credit facilities | (350,000) | (350,000) |
Issuances of common stock for employee stock benefit plans | 29,940 | 24,948 |
Repurchase shares to fund tax withholdings for non-cash stock-based compensation | (41,126) | (10,794) |
Purchase of treasury stock | (7,313) | (29,742) |
Settlement (prepayment) of accelerated share repurchase program | 20,000 | |
Cash dividends paid | (72,075) | (67,432) |
Net cash provided by (used in) financing activities | 451,529 | (10,485) |
Net increase in cash and cash equivalents inclusive of restricted cash | 538,866 | 96,999 |
Cash and cash equivalents inclusive of restricted cash at beginning of period | 962,975 | 777,596 |
Cash and cash equivalents inclusive of restricted cash at end of period | $ 1,501,841 | $ 874,595 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Operations | NOTE 1 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 entities, 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. |
Basis of Financial Reporting
Basis of Financial Reporting | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Financial Reporting | NOTE 2 Basis of Financial Reporting The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of these financial statements in conformity with 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 Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the available expedients provided by the new standard; however, the Company can assert there is no impact to any carrying value of assets or liabilities aside from our floating-rate debt instruments that are indexed to LIBOR and are carried at amortized cost. Any further impact of adoption will be in determining the new periodic floating interest rate indexed to our floating-rate debt instruments with no impact on the balance sheet upon adoption. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The standard removes specific exceptions in the current rules and eliminates the need for an organization to analyze whether the following apply in a given period: (a) exception to the incremental approach for intra-period tax allocation; (b) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (c) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The standard also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (a) franchise taxes that are partially based on income; (b) transactions with a government that result in a step-up in the tax basis of goodwill; (c) separate financial statements of legal entities that are not subject to tax and (d) enacted changes in tax laws in interim periods. The standard takes effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company does not expect that adopting this standard will have a material impact on the Company’s financial position. Recently Adopted Accounting Standards 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 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-15 effective January 1, 2020. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. 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 became effective 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 adopted ASU 2017-04 effective January 1, 2020, with interim or annual goodwill impairment tests now comparing the fair value of a reporting unit with its carrying value and no longer performing Step 2 of the goodwill impairment test. No impairment charges were recorded as a result of adopting ASU 2017-04. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The new guidance adds an impairment model, known as the current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. These amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable forward-looking information, which is intended to result in more timely recognition of such losses. All related guidance has been codified into, and is now known as, ASC 326 – Financial Instruments—Credit Losses. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2019, and interim periods therein. The Company adopted ASU 2016-13 effective January 1, 2020 and has determined there is not a material impact on the Company’s Financial Statements given that historical trend analysis and assessments for forward-looking qualitative analysis are already integrated into financial assessments for the Company where possible. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2020 | |
Revenues [Abstract] | |
Revenues | NOTE 3 Revenues The following tables present the revenues disaggregated by revenue source: Three months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 265,028 $ 116,184 $ 80,442 $ — $ — $ 461,654 Fees (2) 70,440 45,722 17,803 43,497 (323 ) 177,139 Incentive commissions (3) 13,913 215 326 — 14 14,468 Profit-sharing contingent commissions (4) 6,359 5,499 1,881 — — 13,739 Guaranteed supplemental commissions (5) 3,591 182 623 — — 4,396 Investment income (6) 19 205 45 — 80 349 Other income, net (7) 123 11 119 — 1,964 2,217 Total Revenues $ 359,473 $ 168,018 $ 101,239 $ 43,497 $ 1,735 $ 673,962 Nine months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 805,245 $ 314,344 $ 206,218 $ — $ — $ 1,325,807 Fees (2) 193,664 115,736 50,278 130,879 (968 ) 489,589 Incentive commissions (3) 78,607 436 2,710 — 14 81,767 Profit-sharing contingent commissions (4) 29,380 20,478 6,476 — — 56,334 Guaranteed supplemental commissions (5) 11,429 (525 ) 1,655 — — 12,559 Investment income (6) 143 597 141 — 963 1,844 Other income, net (7) 1,056 32 312 — 1,964 3,364 Total Revenues $ 1,119,524 $ 451,098 $ 267,790 $ 130,879 $ 1,973 $ 1,971,264 (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 F&I products and services . (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 September 30, 2020 and December 31, 2019 were as follows: (in thousands) September 30, 2020 December 31, 2019 Contract assets $ 319,869 $ 289,609 Contract liabilities $ 54,881 $ 58,126 Unbilled receivables (contract assets) arise when the Company recognizes revenue for amounts which have not yet been billed in the Company's systems and are reflected in premiums, commissions and fee receivables in the Company's Condensed Consolidated Balance Sheet. 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. Deferred revenue is reflected within accrued expenses and other liabilities for those to be recognized in less than 12 months and in other liabilities for those to be recognized more than 12 months from the date presented in the Company's Condensed Consolidated Balance Sheet. As of September 30, 2020, deferred revenue consisted of $37.5 million as current portion to be recognized within one year and $17.4 million in long term to be recognized beyond one year. 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 deferred revenue to be recognized beyond one year. During the nine months ended September 30, 2020, the net amount of revenue recognized related to performance obligations satisfied in a previous period was $7.5 million, consisting of $16.7 million of additional variable consideration received on our supplemental commissions, offset by $7.1 million of revised estimates related to variable consideration on policies where the exposure units are expected to be impacted by the COVID-19 pandemic (“COVID-19”) and $2.1 million of other adjustments. 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 Sheet was $38.6 million and $26.9 million as of September 30, 2020 and December 31, 2019, respectively. For the nine months ended September 30, 2020, the Company deferred $13.5 million of incremental cost to obtain customer contracts. The Company recorded an expense of $1.8 million associated with the incremental cost to obtain customer contracts for the nine months ended September 30, 2020. 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 Sheet as of September 30, 2020 was $72.7 million, which is inclusive of deferrals from businesses acquired in the current year. The cost to fulfill balance as of December 31, 2019 was $73.3 million. For the nine months ended September 30, 2020, the Company had net expense of $1.2 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. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | NOTE 4 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 following is a reconciliation between basic and diluted weighted average shares outstanding: For the three months ended September 30, For the nine months ended September 30, (in thousands, except per share data) 2020 2019 2020 2019 Net income $ 133,979 $ 115,506 $ 383,163 $ 321,995 Net income attributable to unvested awarded performance stock (3,740 ) (3,772 ) (12,634 ) (10,386 ) Net income attributable to common shares $ 130,239 $ 111,734 $ 370,529 $ 311,609 Weighted average number of common shares outstanding – basic 283,426 282,178 283,139 281,505 Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic (7,911 ) (9,216 ) (9,336 ) (9,080 ) Weighted average number of common shares outstanding for basic net income per common share 275,515 272,962 273,803 272,425 Dilutive effect of stock options 1,418 2,113 1,535 2,104 Weighted average number of shares outstanding – diluted 276,933 275,075 275,338 274,529 Net income per share: Basic $ 0.47 $ 0.41 $ 1.35 $ 1.14 Diluted $ 0.47 $ 0.41 $ 1.35 $ 1.14 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 5 Business Combinations During the nine months ended September 30, 2020, Brown & Brown acquired the assets and assumed certain liabilities of thirteen insurance intermediaries and three books of business (customer accounts) for a total of sixteen acquisitions. Additionally, 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 nine months ended September 30, 2020, adjustments were made within the permitted measurement period that resulted in an increase in the aggregate purchase price of the affected acquisitions of $3.5 million relating to the assumption of certain liabilities. These measurement period adjustments have been reflected as current period adjustments in the nine months ended September 30, 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 $402.4 million during the nine months ended September 30, 2020. The Company completed sixteen acquisitions (including book of business purchases) during the nine months ended September 30, 2020. The Company completed eighteen acquisitions (including book of business purchases) during the nine months ended September 30, 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 Common Stock Issued 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 $ 70,156 $ — $ — $ 9,859 $ 80,015 $ 14,650 Texas All Risk General Agency, Inc. et al (Texas Risk) Wholesale Brokerage January 1, 2020 10,511 — 159 310 10,980 1,150 The Colonial Group, Inc. et al (Colonial) Wholesale Brokerage March 1, 2020 29,037 — 527 5,639 35,203 10,150 RLA Insurance Intermediaries, LLC (RLA) Wholesale Brokerage March 1, 2020 42,496 — 786 9,970 53,252 22,500 Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling) Retail April 1, 2020 19,341 — 300 2,840 22,481 5,400 LP Insurance Services, LLC (LP) National Programs May 1, 2020 115,948 10,000 318 42,993 169,259 75,850 First Resource, Inc. (First) Retail July 1, 2020 10,700 — 450 3,776 14,926 5,800 Buiten & Associates, LLC (Buiten) Retail August 1, 2020 38,225 — 1,175 7,448 46,848 14,175 Amity Insurance Agency, Inc. (Amity) Retail August 1, 2020 14,820 2,000 200 1,860 18,880 4,060 Frank E. Neal & Co., Inc. (Neal) Retail September 1, 2020 32,589 3,120 345 5,732 41,786 10,325 BrookStone Insurance Group, LLC (BrookStone) Retail September 1, 2020 12,030 — — 1,058 13,088 1,878 Other Various Various 6,505 — 90 5,360 11,955 5,840 Total $ 402,358 $ 15,120 $ 4,350 $ 96,845 $ 518,673 $ 171,778 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 Sterling LP First Cash $ — $ — $ — $ — $ — $ — $ — Other current assets 1,702 446 1,344 — 612 3,528 302 Fixed assets 346 27 59 54 16 1,877 1 Goodwill 63,132 8,940 25,719 51,285 14,816 115,200 9,523 Purchased customer accounts 14,286 3,222 9,393 12,875 7,196 48,633 5,095 Non-compete agreements 136 25 43 481 21 31 21 Other assets — — — — — — — Total assets acquired 79,602 12,660 36,558 64,695 22,661 169,269 14,942 Other current liabilities 413 (1,680 ) (1,355 ) (11,443 ) (180 ) (10 ) (16 ) Other liabilities — — — — — — Total liabilities assumed 413 (1,680 ) (1,355 ) (11,443 ) (180 ) (10 ) (16 ) Net assets acquired $ 80,015 $ 10,980 $ 35,203 $ 53,252 $ 22,481 $ 169,259 $ 14,926 (in thousands) Buiten Amity Neal BrookStone Other Total Cash $ — $ — $ — $ — $ — $ — Other current assets 2,595 653 2,337 364 911 14,794 Fixed assets 43 58 46 23 — 2,550 Goodwill 33,641 15,454 29,203 9,031 2,689 378,633 Purchased customer accounts 11,323 5,614 13,225 3,689 5,334 139,885 Non-compete agreements 91 21 31 21 52 974 Other assets — — — — 3,088 3,088 Total assets acquired 47,693 21,800 44,842 13,128 12,074 539,924 Other current liabilities (845 ) (2,920 ) (3,056 ) (40 ) (119 ) (21,251 ) Other liabilities — — — — — — Total liabilities assumed (845 ) (2,920 ) (3,056 ) (40 ) (119 ) (21,251 ) Net assets acquired $ 46,848 $ 18,880 $ 41,786 $ 13,088 $ 11,955 $ 518,673 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 $378.6 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 $114.3 million, $178.3 million, $85.9 million and $0.1 million, respectively. Of the total goodwill of $378.6 million, the amount currently deductible for income tax purposes is $281.8 million and the remaining $96.8 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 September 30, 2020, included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2020, was $52.6 million. The income before income taxes, including the intercompany cost of capital charge, from the acquisitions completed through September 30, 2020, included in the Condensed Consolidated Statement of Income for the nine months ended September 30, 2020, was a loss of $1.2 million. If the acquisitions had occurred as of the beginning of the respective periods, the Company’s estimated 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 September 30, Nine months ended September 30, (in thousands, except per share data) 2020 2019 2020 2019 Total revenues $ 677,161 $ 648,063 $ 2,010,160 $ 1,900,105 Income before income taxes $ 159,607 $ 160,623 $ 505,799 $ 449,916 Net income $ 134,891 $ 122,189 $ 392,964 $ 341,772 Net income per share: Basic $ 0.48 $ 0.43 $ 1.39 $ 1.21 Diluted $ 0.47 $ 0.43 $ 1.38 $ 1.21 Weighted average number of shares outstanding: Basic 275,515 272,962 273,803 272,425 Diluted 276,933 275,075 275,338 274,529 As of September 30, 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 Three months ended September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 Balance as of the beginning of the period $ 218,467 $ 104,976 $ 161,513 $ 89,924 Additions to estimated acquisition earn-out payables 22,091 47,498 96,845 71,464 Payments for estimated acquisition earn-out payables (3,580 ) (601 ) (11,058 ) (7,865 ) Subtotal 236,978 151,873 247,300 153,523 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables 13,433 (6,573 ) (516 ) (10,873 ) Interest expense accretion 1,885 1,303 5,512 3,953 Net change in earnings from estimated acquisition earn-out payables 15,318 (5,270 ) 4,996 (6,920 ) Balance as of September 30, $ 252,296 $ 146,603 $ 252,296 $ 146,603 Of the $252.3 million estimated acquisition earn-out payables as of September 30, 2020, $51.9 million was recorded as accounts payable and $200.4 million was recorded as other non-current liabilities. As of September 30, 2020, the maximum future acquisition contingency payments related to all acquisitions was $480.2 million, inclusive of the $252.3 million estimated acquisition earn-out payables as of September 30, 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 nine months ended September 30, 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. On July 27, 2020, the Company, The Hays Group, Inc., and certain of their affiliates entered into an amendment to the asset purchase agreement, dated as of October 22, 2018. Pursuant to the amendment, the parties agreed, among other things, that (i) based on the financial performance of the acquired business from the period from January 1, 2019 through June 30, 2020, the acquired business has achieved sufficient average annual EBITDA that the calculated earn-out payments will exceed the maximum earn-out payments amount of $25.0 million, (ii) the maximum earn-out payments of $25.0 million were deemed to have been achieved as of the date of the amendment, and (iii) the earn-out payments of $25.0 million will be paid in accordance with the asset purchase agreement in the first quarter of calendar year 2022. The amendment will not have an any impact on the Company’s financial statements, as the estimated acquisition earn-out payable as of June 30, 2020 had already been recorded at the present value of the maximum amount of $25.0 million. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 6 Goodwill Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. The Company completed its most recent annual assessment as of November 30, 2019 and identified no impairment as a result of the evaluation. The changes in the carrying value of goodwill by reportable segment for the nine months ended September 30, 2020 are as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Total Balance as of December 31, 2019 $ 2,351,291 $ 925,541 $ 298,101 $ 171,161 $ 3,746,094 Goodwill of acquired businesses 114,250 178,332 85,943 108 378,633 Goodwill disposed of relating to sales of businesses (784 ) — — — (784 ) Balance as of September 30, 2020 $ 2,464,757 $ 1,103,873 $ 384,044 $ 171,269 $ 4,123,943 |
Amortizable Intangible Assets
Amortizable Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | NOTE 7 Amortizable Intangible Assets Amortizable intangible assets at September 30, 2020 and December 31, 2019 consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Gross carrying value Accumulated amortization Net carrying value Weighted average life (years) (1) Gross carrying value Accumulated amortization Net carrying value Weighted average life (years) (1) Purchased customer accounts $ 2,064,938 $ (1,090,819 ) $ 974,119 15.0 $ 1,925,326 $ (1,011,574 ) $ 913,752 15.0 Non-compete agreements 34,855 (31,772 ) 3,083 4.6 33,881 (30,865 ) 3,016 4.6 Total $ 2,099,793 $ (1,122,591 ) $ 977,202 $ 1,959,207 $ (1,042,439 ) $ 916,768 (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 $107.5 million, $107.1 million, $102.6 million, $95.7 million, and $91.8 million, respectively. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 8 Long-Term Debt Long-term debt at September 30, 2020 (in thousands) September 30, 2020 December 31, 2019 Current portion of long-term debt: Current portion of 5-year $ 40,000 $ 40,000 Current portion of 5-year 26,250 15,000 Total current portion of long-term debt 66,250 55,000 Long-term debt: Note agreements: 4.200% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2024 $ 499,377 $ 499,259 4.500% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2029 349,526 349,484 2.375% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2031 699,233 — Total notes 1,548,136 848,743 Credit agreements: 5-year 1.750%, expires June 28, 2022 260,000 290,000 5-year commitment fees up to 0.250%, expires June 28, 2022 — 100,000 5-year 1.750%, expires December 21, 2023 247,500 270,000 Total credit agreements 507,500 660,000 Debt issuance costs (contra) (12,962 ) (8,400 ) Total long-term debt less unamortized discount and debt issuance costs 2,042,674 1,500,343 Current portion of long-term debt 66,250 55,000 Total debt $ 2,108,924 $ 1,555,343 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 while also extending the applicable maturity date to June 28, 2022. The quarterly term loan principal amortization schedule was reset. At the time of the execution of the Amended and Restated Credit Agreement, $67.5 million of principal from the original unsecured term loans was repaid using operating cash balances, and the Company added an additional $2.8 million in debt issuance costs related to the Revolving Credit Facility to the Condensed Consolidated Balance Sheet. The Company also expensed to the Condensed Consolidated Statements of Income $0.2 million of debt issuance costs related to the Original Credit Agreement due to certain lenders exiting prior to execution of the Amended and Restated Credit Agreement. The Company also carried forward $1.6 million on the Condensed Consolidated Balance Sheet the remaining unamortized portion of the Original Credit Agreement debt issuance costs, which will be amortized over the term of the Amended and Restated Credit Agreement. As of September 30, 2020, there was an outstanding debt balance issued under the term loan of the Amended and Restated Credit Agreement of $300.0 million and no borrowings outstanding against the Revolving Credit Facility. As of December 31, 2019, there was an outstanding debt balance issued under the term loan of the Amended and Restated Credit Agreement of $330.0 million with $100.0 million in borrowings outstanding against the Revolving Credit Facility. 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 September 30, 2020 and December 31, 2019, 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 the Hays Companies acquisition and for other general corporate purposes. As of September 30, 2020 and December 31, 2019, there was an outstanding debt balance of $350.0 million exclusive of the associated discount balance. On September 24, 2020, the Company completed the issuance of $700.0 million aggregate principal amount of the Company's 2.375% Senior Notes due 2031. The Senior Notes were given investment grade ratings of BBB- stable outlook and Baa3 positive 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 $200.0 million on the Revolving Credit Facility, utilized in connection with the financing related to the acquisitions of LP Insurance Services, LLP and CKP Insurance, LLC and for other general corporate purposes. As of September 30, 2020 there was an outstanding debt balance of $700.0 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 September 30, 2020 and December 31, 2019. The 30-day Adjusted LIBOR Rate for the term loan of the Amended and Restated Credit Agreement and Term Loan Credit Agreement as of September 30, 2020 were each 0.188% |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | NOTE 9 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 2041. 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 assesses 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. The right-of-use asset is initially measured at cost, which is primarily composed 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 pay on a secured borrowing in an amount equal to the lease payments for the underlying asset under similar terms and economic conditions. The Company has 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. The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheet is as follows: (in thousands) September 30, 2020 December 31, 2019 Balance Sheet Assets: Operating lease right-of-use assets Operating lease assets $ 186,304 $ 184,288 Total assets 186,304 184,288 Liabilities: Current operating lease liabilities Accrued expenses and other liabilities 42,831 43,415 Non-current operating lease liabilities Operating lease liabilities 172,581 167,855 Total liabilities $ 215,412 $ 211,270 As of September 30, 2020, the Company has entered into future lease agreements expected to commence later in 2020 and 2021 consisting of undiscounted lease liabilities of $9.2 million and $3.2 million, respectively. 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. 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 components of lease cost for operating leases for the three and nine months ended September 30, 2020 and 2019 were: For the three months ended September 30, For the nine months ended September 30, (in thousands) 2020 2019 2020 2019 Operating leases: Lease cost $ 13,560 $ 11,581 $ 39,911 $ 36,671 Variable lease cost 892 1,197 2,583 2,701 Short-term lease cost 122 — 360 — Operating lease cost $ 14,574 $ 12,778 $ 42,854 $ 39,372 Sublease income (416 ) (145 ) (1,224 ) (329 ) Total lease cost net $ 14,158 $ 12,633 $ 41,630 $ 39,043 The weighted average remaining lease term and the weighted average discount rate for operating leases as of September 30, 2020 were: Weighted-average remaining lease term 5.91 Weighted-average discount rate 3.58 Maturities of the operating lease liabilities by fiscal year at September 30, 2020 for the Company's operating leases are as follows: (in thousands) Operating leases 2020 (Remainder) $ 10,492 2021 51,100 2022 44,056 2023 37,374 2024 29,546 Thereafter 67,183 Total undiscounted lease payments 239,751 Less: Imputed interest 24,339 Present value of lease payments $ 215,412 Supplemental cash flow information for operating leases for the three and nine months ended September 30, 2020 and 2019: For the three months ended September 30, For the nine months ended September 30, (in thousands) 2020 2019 2020 2019 Cash paid for amounts included in measurement of liabilities Operating cash flows from operating leases $ 13,949 $ 11,816 $ 40,723 $ 37,728 Right-of-use assets obtained in exchange for new operating liabilities $ 10,329 $ 11,660 $ 32,510 $ 38,291 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities | NOTE 10 Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities The Company deferred approximately $50.0 million in federal and state income tax payments as of June 30, 2020. During the third quarter of 2020, the Company paid all previously deferred federal and state income tax payables. As of the end of the third quarter of 2020 there were no deferred amounts for federal and state income taxes payable. In addition, during the third quarter of 2020, the Company deferred an additional $10.7 million in employer-only payroll tax payments as allowed under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES” Act), which was signed into law on March 27, 2020. As of September 30, 2020 the total payroll related deferral was $20.7 million. The Company will continue to defer employer-only payroll taxes for the remainder of 2020. The cumulative deferred employer payroll taxes as of December 31, 2020 will be paid in two equal installments in 2021 and 2022, respectively, as permitted under the CARES Act. Brown & Brown's cash paid during the period for interest and income taxes are summarized as follows: Nine months ended September 30, (in thousands) 2020 2019 Cash paid during the period for: Interest $ 49,802 $ 52,127 Income taxes, net of refunds $ 91,661 $ 85,970 Brown & Brown’s significant non-cash investing and financing activities are summarized as follows: Nine months ended September 30, (in thousands) 2020 2019 Other payable issued for purchased customer accounts $ 4,350 $ 9,462 Estimated acquisition earn-out payables and related charges $ 96,845 $ 71,464 Notes received on the sale of fixed assets and customer accounts $ — $ 9,903 The Company's restricted cash balance is composed of funds held in separate premium trust accounts as required by state law or, in some cases, by agreement with carrier partners. The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of September 30, 2020 and 2019. Balance as of September 30, (in thousands) 2020 2019 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 1,070,190 $ 497,510 Restricted cash 431,651 377,085 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 1,501,841 $ 874,595 The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of December 31, 2019 and 2018. Balance as of December 31, (in thousands) 2019 2018 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 542,174 $ 438,961 Restricted cash 420,801 338,635 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 962,975 $ 777,596 |
Legal and Regulatory Proceeding
Legal and Regulatory Proceedings | 9 Months Ended |
Sep. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal and Regulatory Proceedings | NOTE 11 Legal and Regulatory Proceedings The Company is involved in numerous pending or threatened proceedings by or against Brown & Brown, Inc. or one or more of its subsidiaries that arise in the ordinary course of business. The damages that may be claimed against the Company in these various proceedings are in some cases substantial, including in certain instances claims for punitive or extraordinary damages. Some of these claims and lawsuits have been resolved; others are in the process of being resolved and others are still in the investigation or discovery phase. The Company will continue to respond appropriately to these claims and lawsuits and to vigorously protect its interests. The Company continues 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 and other factors, 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. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 12 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 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 most of its operations within the United States of America. International operations include 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 $9.1 million and $4.4 million of total revenues for the three months ended September 30, 2020 and 2019, respectively. These operations earned $25.4 million and $12.4 million of total revenues for the nine months ended September 30, 2020 and 2019, respectively. Tangible long-lived assets held outside of the United States as of September 30, 2020 and 2019 were not material. The accounting policies of the reportable segments are the same as those described in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Intersegment revenues are eliminated. Summarized financial information concerning the Company’s reportable segments is shown in the following tables. The “Other” column includes any income and expenses not allocated to reportable segments, corporate-related items, including the intercompany interest expense charge to the reporting segment. Three months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 359,473 $ 168,018 $ 101,239 $ 43,497 $ 1,735 $ 673,962 Investment income $ 19 $ 205 $ 45 $ - $ 80 $ 349 Amortization $ 16,624 $ 7,100 $ 1,945 $ 1,390 $ — $ 27,059 Depreciation $ 2,347 $ 2,300 $ 548 $ 355 $ 1,097 $ 6,647 Interest expense $ 20,519 $ 5,335 $ 2,488 $ 1,004 $ (16,112 ) $ 13,234 Income before income taxes $ 56,057 $ 47,171 $ 35,038 $ 6,041 $ 14,221 $ 158,528 Total assets $ 6,583,606 $ 3,530,345 $ 1,646,287 $ 467,889 $ (3,432,748 ) $ 8,795,379 Capital expenditures $ 5,232 $ 2,203 $ 1,170 $ 584 $ 10,693 $ 19,882 Three months ended September 30, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 337,712 $ 142,854 $ 87,109 $ 50,106 $ 902 $ 618,683 Investment income $ 28 $ 375 $ 48 $ 35 $ 1,182 $ 1,668 Amortization $ 15,821 $ 6,264 $ 2,797 $ 1,390 $ — $ 26,272 Depreciation $ 1,897 $ 1,779 $ 422 $ 315 $ 1,402 $ 5,815 Interest expense $ 22,287 $ 3,557 $ 1,105 $ 1,164 $ (11,799 ) $ 16,314 Income before income taxes $ 51,133 $ 46,629 $ 28,908 $ 14,775 $ 10,393 $ 151,838 Total assets $ 6,155,670 $ 3,315,656 $ 1,406,709 $ 469,292 $ (3,666,663 ) $ 7,680,664 Capital expenditures $ 2,266 $ 1,276 $ 768 $ 209 $ 7,665 $ 12,184 Nine months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,119,524 $ 451,098 $ 267,790 $ 130,879 $ 1,973 $ 1,971,264 Investment income $ 143 $ 597 $ 141 $ - $ 963 $ 1,844 Amortization $ 49,363 $ 20,331 $ 6,326 $ 4,170 $ — $ 80,190 Depreciation $ 6,530 $ 6,298 $ 1,446 $ 1,059 $ 3,503 $ 18,836 Interest expense $ 63,620 $ 15,212 $ 6,793 $ 3,137 $ (46,428 ) $ 42,334 Income before income taxes $ 221,549 $ 125,160 $ 77,432 $ 22,557 $ 46,485 $ 493,183 Total assets $ 6,583,606 $ 3,530,345 $ 1,646,287 $ 467,889 $ (3,432,748 ) $ 8,795,379 Capital expenditures $ 10,959 $ 5,248 $ 2,952 $ 1,057 $ 35,604 $ 55,820 Nine months ended September 30, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,037,681 $ 384,231 $ 238,789 $ 150,395 $ 2,086 $ 1,813,182 Investment income $ 45 $ 1,071 $ 131 $ 117 $ 2,910 $ 4,274 Amortization $ 46,622 $ 19,217 $ 8,490 $ 4,089 $ — $ 78,418 Depreciation $ 5,440 $ 4,990 $ 1,251 $ 902 $ 4,933 $ 17,516 Interest expense $ 64,641 $ 13,134 $ 3,692 $ 3,239 $ (36,901 ) $ 47,805 Income before income taxes $ 189,191 $ 106,188 $ 67,421 $ 33,220 $ 27,860 $ 423,880 Total assets $ 6,155,670 $ 3,315,656 $ 1,406,709 $ 469,292 $ (3,666,663 ) $ 7,680,664 Capital expenditures $ 7,810 $ 7,786 $ 2,470 $ 540 $ 28,752 $ 47,358 |
Investments
Investments | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Investments | NOTE 13 Investments At (in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury securities, obligations of U.S. Government agencies and municipalities $ 28,733 $ 537 $ (7 ) $ 29,263 Corporate debt 6,389 249 (2 ) 6,636 Total $ 35,122 $ 786 $ (9 ) $ 35,899 At September 30, 2020, the Company held $29.3 million in fixed income securities composed of U.S. Treasury securities, securities issued by U.S. Government agencies and municipalities, and $6.6 million issued by corporations with investment grade ratings. Of that total, $11.2 million is classified as short-term investments on the Condensed Consolidated Balance Sheet as maturities are less than one year. Additionally, the Company holds $7.0 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 September 30, 2020: 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 $ 3,993 $ (7 ) $ — $ — $ 3,993 $ (7 ) Corporate debt 1,080 (2 ) — — 1,080 (2 ) Total $ 5,073 $ (9 ) $ — $ — $ 5,073 $ (9 ) At September 30, 2020, the Company had 5 securities in an unrealized loss position. The unrealized losses for the period ended September 30, 2020 were caused by interest rate increases. The corporate securities are highly rated securities with no indicators of potential impairment. Based on 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 September 30, 2020. 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 that total, $4.6 million is classified as short-term investments on the Condensed Consolidated Balance Sheet as maturities are less than one year, which also includes $7.7 million that is 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 on 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. The amortized cost and estimated fair value of the fixed maturity securities at September 30, 2020 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 11,084 $ 11,161 Due after one year through five years 23,038 23,741 Due after five years 1,000 997 Total $ 35,122 $ 35,899 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 — — Total $ 31,811 $ 32,006 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 $5.3 million. This along with maturing time deposits yielded total cash proceeds from the sale of investments of $7.4 million in the period of January 1, 2020 to September 30, 2020. These proceeds were principally used to purchase additional fixed maturity securities and time deposits. The gains and losses realized on the sale of securities for the period from January 1, 2020 to September 30, 2020 were insignificant. Realized gains and losses are reported on the Condensed Consolidated Statements of Income, with the cost of securities sold determined on a specific identification basis. At September 30, 2020, investments with a fair value of approximately $4.3 million were on deposit with state insurance departments to satisfy regulatory requirements. |
Insurance Company WNFIC
Insurance Company WNFIC | 9 Months Ended |
Sep. 30, 2020 | |
Reinsurance Disclosures [Abstract] | |
Insurance Company WNFIC | NOTE 14 Insurance Company WNFIC Although the reinsurers are liable to the Company for amounts reinsured, our subsidiary, Wright National Flood Insurance Company (“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 are as follows: For the nine months ended September 30, 2020 (in thousands) Written Earned Direct premiums $ 565,147 $ 533,553 Ceded premiums (565,135 ) (533,541 ) Net premiums $ 12 $ 12 All premiums written by WNFIC under the National Flood Insurance Program are 100% ceded to the Federal Emergency Management Agency, or FEMA, for which WNFIC received a 30.1% expense allowance from January 1, 2020 through September 30, 2020. For the period from January 1, 2020 through September 30, 2020, the Company ceded $563.5 million of written premiums. As of September 30, 2020 the Condensed Consolidated Balance Sheet contained reinsurance recoverable of $107.5 million and prepaid reinsurance premiums of $397.6 million. There was no net activity in the reserve for losses and loss adjustment expense during the period January 1, 2020 through September 30, 2020, as WNFIC’s direct premiums written were 100% to two reinsurers. The balance of the reserve for losses and loss adjustment expense, excluding related reinsurance recoverable, as of September 30, 2020 was $107.5 million. WNFIC maintains capital in excess of the minimum statutory amount of $7.5 million as required by regulatory authorities. The unaudited statutory capital and surplus of WNFIC was $31.9 million at September 30, 2020 and $29.6 million as of December 31, 2019. For the period from January 1, 2020 through September 30, 2020, WNFIC generated statutory net income of $0.7 million. For the period from January 1, 2019 through December 31, 2019, WNFIC generated statutory net income of $8.1 million. 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% of statutory adjusted capital and surplus of 100% of adjusted net income. There was no dividend payout in 2019 and the maximum dividend payout that may be made in 2020 without prior approval is $8.1 million. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 15 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 March 26, 2020, the Company completed a share repurchase in the open market of 42,080 shares at a total cost of $1.4 million. On September 10, 2020, the Company completed a share repurchase in the open market of 132,851 shares at a total cost of $5.9 million. After completing these open market share repurchases, the Company has outstanding approval to purchase up to approximately $454.0 million, in the aggregate, of the Company's outstanding common stock. |
Basis of Financial Reporting (P
Basis of Financial Reporting (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Accounting | The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of recurring accruals) necessary for a fair presentation have been included. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and the Notes thereto set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The preparation of these financial statements in conformity with 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 Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The amendments provide optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. We are currently evaluating our contracts and the available expedients provided by the new standard; however, the Company can assert there is no impact to any carrying value of assets or liabilities aside from our floating-rate debt instruments that are indexed to LIBOR and are carried at amortized cost. Any further impact of adoption will be in determining the new periodic floating interest rate indexed to our floating-rate debt instruments with no impact on the balance sheet upon adoption. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The standard removes specific exceptions in the current rules and eliminates the need for an organization to analyze whether the following apply in a given period: (a) exception to the incremental approach for intra-period tax allocation; (b) exceptions to accounting for basis differences when there are ownership changes in foreign investments and (c) exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. The standard also is designed to improve financial statement preparers’ application of income tax-related guidance and simplify GAAP for (a) franchise taxes that are partially based on income; (b) transactions with a government that result in a step-up in the tax basis of goodwill; (c) separate financial statements of legal entities that are not subject to tax and (d) enacted changes in tax laws in interim periods. The standard takes effect for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company does not expect that adopting this standard will have a material impact on the Company’s financial position. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards 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 became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company adopted ASU 2018-15 effective January 1, 2020. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. 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 became effective 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 adopted ASU 2017-04 effective January 1, 2020, with interim or annual goodwill impairment tests now comparing the fair value of a reporting unit with its carrying value and no longer performing Step 2 of the goodwill impairment test. No impairment charges were recorded as a result of adopting ASU 2017-04. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The new guidance adds an impairment model, known as the current expected credit loss (CECL) model that is based on expected losses rather than incurred losses. These amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable forward-looking information, which is intended to result in more timely recognition of such losses. All related guidance has been codified into, and is now known as, ASC 326 – Financial Instruments—Credit Losses. The new standard is effective for public companies for annual reporting periods beginning after December 15, 2019, and interim periods therein. The Company adopted ASU 2016-13 effective January 1, 2020 and has determined there is not a material impact on the Company’s Financial Statements given that historical trend analysis and assessments for forward-looking qualitative analysis are already integrated into financial assessments for the Company where possible. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenues [Abstract] | |
Schedule of Disaggregated by Revenue | The following tables present the revenues disaggregated by revenue source: Three months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 265,028 $ 116,184 $ 80,442 $ — $ — $ 461,654 Fees (2) 70,440 45,722 17,803 43,497 (323 ) 177,139 Incentive commissions (3) 13,913 215 326 — 14 14,468 Profit-sharing contingent commissions (4) 6,359 5,499 1,881 — — 13,739 Guaranteed supplemental commissions (5) 3,591 182 623 — — 4,396 Investment income (6) 19 205 45 — 80 349 Other income, net (7) 123 11 119 — 1,964 2,217 Total Revenues $ 359,473 $ 168,018 $ 101,239 $ 43,497 $ 1,735 $ 673,962 Nine months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other (8) Total Base commissions (1) $ 805,245 $ 314,344 $ 206,218 $ — $ — $ 1,325,807 Fees (2) 193,664 115,736 50,278 130,879 (968 ) 489,589 Incentive commissions (3) 78,607 436 2,710 — 14 81,767 Profit-sharing contingent commissions (4) 29,380 20,478 6,476 — — 56,334 Guaranteed supplemental commissions (5) 11,429 (525 ) 1,655 — — 12,559 Investment income (6) 143 597 141 — 963 1,844 Other income, net (7) 1,056 32 312 — 1,964 3,364 Total Revenues $ 1,119,524 $ 451,098 $ 267,790 $ 130,879 $ 1,973 $ 1,971,264 (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 F&I products and services . (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 September 30, 2020 and December 31, 2019 were as follows: (in thousands) September 30, 2020 December 31, 2019 Contract assets $ 319,869 $ 289,609 Contract liabilities $ 54,881 $ 58,126 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Reconciliation between Basic and Diluted Weighted Average Shares Outstanding | The following is a reconciliation between basic and diluted weighted average shares outstanding: For the three months ended September 30, For the nine months ended September 30, (in thousands, except per share data) 2020 2019 2020 2019 Net income $ 133,979 $ 115,506 $ 383,163 $ 321,995 Net income attributable to unvested awarded performance stock (3,740 ) (3,772 ) (12,634 ) (10,386 ) Net income attributable to common shares $ 130,239 $ 111,734 $ 370,529 $ 311,609 Weighted average number of common shares outstanding – basic 283,426 282,178 283,139 281,505 Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic (7,911 ) (9,216 ) (9,336 ) (9,080 ) Weighted average number of common shares outstanding for basic net income per common share 275,515 272,962 273,803 272,425 Dilutive effect of stock options 1,418 2,113 1,535 2,104 Weighted average number of shares outstanding – diluted 276,933 275,075 275,338 274,529 Net income per share: Basic $ 0.47 $ 0.41 $ 1.35 $ 1.14 Diluted $ 0.47 $ 0.41 $ 1.35 $ 1.14 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 Special Risk Insurance Managers Ltd. (Special Risk) National Programs January 1, 2020 $ 70,156 $ — $ — $ 9,859 $ 80,015 $ 14,650 Texas All Risk General Agency, Inc. et al (Texas Risk) Wholesale Brokerage January 1, 2020 10,511 — 159 310 10,980 1,150 The Colonial Group, Inc. et al (Colonial) Wholesale Brokerage March 1, 2020 29,037 — 527 5,639 35,203 10,150 RLA Insurance Intermediaries, LLC (RLA) Wholesale Brokerage March 1, 2020 42,496 — 786 9,970 53,252 22,500 Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling) Retail April 1, 2020 19,341 — 300 2,840 22,481 5,400 LP Insurance Services, LLC (LP) National Programs May 1, 2020 115,948 10,000 318 42,993 169,259 75,850 First Resource, Inc. (First) Retail July 1, 2020 10,700 — 450 3,776 14,926 5,800 Buiten & Associates, LLC (Buiten) Retail August 1, 2020 38,225 — 1,175 7,448 46,848 14,175 Amity Insurance Agency, Inc. (Amity) Retail August 1, 2020 14,820 2,000 200 1,860 18,880 4,060 Frank E. Neal & Co., Inc. (Neal) Retail September 1, 2020 32,589 3,120 345 5,732 41,786 10,325 BrookStone Insurance Group, LLC (BrookStone) Retail September 1, 2020 12,030 — — 1,058 13,088 1,878 Other Various Various 6,505 — 90 5,360 11,955 5,840 Total $ 402,358 $ 15,120 $ 4,350 $ 96,845 $ 518,673 $ 171,778 |
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) Special Risk Texas Risk Colonial RLA Sterling LP First Cash $ — $ — $ — $ — $ — $ — $ — Other current assets 1,702 446 1,344 — 612 3,528 302 Fixed assets 346 27 59 54 16 1,877 1 Goodwill 63,132 8,940 25,719 51,285 14,816 115,200 9,523 Purchased customer accounts 14,286 3,222 9,393 12,875 7,196 48,633 5,095 Non-compete agreements 136 25 43 481 21 31 21 Other assets — — — — — — — Total assets acquired 79,602 12,660 36,558 64,695 22,661 169,269 14,942 Other current liabilities 413 (1,680 ) (1,355 ) (11,443 ) (180 ) (10 ) (16 ) Other liabilities — — — — — — Total liabilities assumed 413 (1,680 ) (1,355 ) (11,443 ) (180 ) (10 ) (16 ) Net assets acquired $ 80,015 $ 10,980 $ 35,203 $ 53,252 $ 22,481 $ 169,259 $ 14,926 (in thousands) Buiten Amity Neal BrookStone Other Total Cash $ — $ — $ — $ — $ — $ — Other current assets 2,595 653 2,337 364 911 14,794 Fixed assets 43 58 46 23 — 2,550 Goodwill 33,641 15,454 29,203 9,031 2,689 378,633 Purchased customer accounts 11,323 5,614 13,225 3,689 5,334 139,885 Non-compete agreements 91 21 31 21 52 974 Other assets — — — — 3,088 3,088 Total assets acquired 47,693 21,800 44,842 13,128 12,074 539,924 Other current liabilities (845 ) (2,920 ) (3,056 ) (40 ) (119 ) (21,251 ) Other liabilities — — — — — — Total liabilities assumed (845 ) (2,920 ) (3,056 ) (40 ) (119 ) (21,251 ) Net assets acquired $ 46,848 $ 18,880 $ 41,786 $ 13,088 $ 11,955 $ 518,673 |
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) Three months ended September 30, Nine months ended September 30, (in thousands, except per share data) 2020 2019 2020 2019 Total revenues $ 677,161 $ 648,063 $ 2,010,160 $ 1,900,105 Income before income taxes $ 159,607 $ 160,623 $ 505,799 $ 449,916 Net income $ 134,891 $ 122,189 $ 392,964 $ 341,772 Net income per share: Basic $ 0.48 $ 0.43 $ 1.39 $ 1.21 Diluted $ 0.47 $ 0.43 $ 1.38 $ 1.21 Weighted average number of shares outstanding: Basic 275,515 272,962 273,803 272,425 Diluted 276,933 275,075 275,338 274,529 |
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 nine months ended September 30, 2020 and 2019, were as follows: Three months ended September 30, Nine months ended September 30, (in thousands) 2020 2019 2020 2019 Balance as of the beginning of the period $ 218,467 $ 104,976 $ 161,513 $ 89,924 Additions to estimated acquisition earn-out payables 22,091 47,498 96,845 71,464 Payments for estimated acquisition earn-out payables (3,580 ) (601 ) (11,058 ) (7,865 ) Subtotal 236,978 151,873 247,300 153,523 Net change in earnings from estimated acquisition earn-out payables: Change in fair value on estimated acquisition earn-out payables 13,433 (6,573 ) (516 ) (10,873 ) Interest expense accretion 1,885 1,303 5,512 3,953 Net change in earnings from estimated acquisition earn-out payables 15,318 (5,270 ) 4,996 (6,920 ) Balance as of September 30, $ 252,296 $ 146,603 $ 252,296 $ 146,603 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 nine months ended September 30, 2020 are as follows: (in thousands) Retail National Programs Wholesale Brokerage Services Total Balance as of December 31, 2019 $ 2,351,291 $ 925,541 $ 298,101 $ 171,161 $ 3,746,094 Goodwill of acquired businesses 114,250 178,332 85,943 108 378,633 Goodwill disposed of relating to sales of businesses (784 ) — — — (784 ) Balance as of September 30, 2020 $ 2,464,757 $ 1,103,873 $ 384,044 $ 171,269 $ 4,123,943 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | Amortizable intangible assets at September 30, 2020 and December 31, 2019 consisted of the following: September 30, 2020 December 31, 2019 (in thousands) Gross carrying value Accumulated amortization Net carrying value Weighted average life (years) (1) Gross carrying value Accumulated amortization Net carrying value Weighted average life (years) (1) Purchased customer accounts $ 2,064,938 $ (1,090,819 ) $ 974,119 15.0 $ 1,925,326 $ (1,011,574 ) $ 913,752 15.0 Non-compete agreements 34,855 (31,772 ) 3,083 4.6 33,881 (30,865 ) 3,016 4.6 Total $ 2,099,793 $ (1,122,591 ) $ 977,202 $ 1,959,207 $ (1,042,439 ) $ 916,768 (1) Weighted average life calculated as of the date of acquisition. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt at September 30, 2020 (in thousands) September 30, 2020 December 31, 2019 Current portion of long-term debt: Current portion of 5-year $ 40,000 $ 40,000 Current portion of 5-year 26,250 15,000 Total current portion of long-term debt 66,250 55,000 Long-term debt: Note agreements: 4.200% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2024 $ 499,377 $ 499,259 4.500% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2029 349,526 349,484 2.375% senior notes, semi-annual interest payments, net of the unamortized discount, balloon due 2031 699,233 — Total notes 1,548,136 848,743 Credit agreements: 5-year 1.750%, expires June 28, 2022 260,000 290,000 5-year commitment fees up to 0.250%, expires June 28, 2022 — 100,000 5-year 1.750%, expires December 21, 2023 247,500 270,000 Total credit agreements 507,500 660,000 Debt issuance costs (contra) (12,962 ) (8,400 ) Total long-term debt less unamortized discount and debt issuance costs 2,042,674 1,500,343 Current portion of long-term debt 66,250 55,000 Total debt $ 2,108,924 $ 1,555,343 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Balances and Classification of Operating Lease Right-of-Use Assets and Operating Lease Liabilities within Condensed Consolidated Balance Sheet | The balances and classification of operating lease right-of-use assets and operating lease liabilities within the Condensed Consolidated Balance Sheet is as follows: (in thousands) September 30, 2020 December 31, 2019 Balance Sheet Assets: Operating lease right-of-use assets Operating lease assets $ 186,304 $ 184,288 Total assets 186,304 184,288 Liabilities: Current operating lease liabilities Accrued expenses and other liabilities 42,831 43,415 Non-current operating lease liabilities Operating lease liabilities 172,581 167,855 Total liabilities $ 215,412 $ 211,270 |
Schedule of Components of Lease Cost for Operating Leases | The components of lease cost for operating leases for the three and nine months ended September 30, 2020 and 2019 were: For the three months ended September 30, For the nine months ended September 30, (in thousands) 2020 2019 2020 2019 Operating leases: Lease cost $ 13,560 $ 11,581 $ 39,911 $ 36,671 Variable lease cost 892 1,197 2,583 2,701 Short-term lease cost 122 — 360 — Operating lease cost $ 14,574 $ 12,778 $ 42,854 $ 39,372 Sublease income (416 ) (145 ) (1,224 ) (329 ) Total lease cost net $ 14,158 $ 12,633 $ 41,630 $ 39,043 |
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 September 30, 2020 were: Weighted-average remaining lease term 5.91 Weighted-average discount rate 3.58 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of the operating lease liabilities by fiscal year at September 30, 2020 for the Company's operating leases are as follows: (in thousands) Operating leases 2020 (Remainder) $ 10,492 2021 51,100 2022 44,056 2023 37,374 2024 29,546 Thereafter 67,183 Total undiscounted lease payments 239,751 Less: Imputed interest 24,339 Present value of lease payments $ 215,412 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information for operating leases for the three and nine months ended September 30, 2020 and 2019: For the three months ended September 30, For the nine months ended September 30, (in thousands) 2020 2019 2020 2019 Cash paid for amounts included in measurement of liabilities Operating cash flows from operating leases $ 13,949 $ 11,816 $ 40,723 $ 37,728 Right-of-use assets obtained in exchange for new operating liabilities $ 10,329 $ 11,660 $ 32,510 $ 38,291 |
Supplemental Disclosures of C_2
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Cash Paid for Interest and Income Taxes | Brown & Brown's cash paid during the period for interest and income taxes are summarized as follows: Nine months ended September 30, (in thousands) 2020 2019 Cash paid during the period for: Interest $ 49,802 $ 52,127 Income taxes, net of refunds $ 91,661 $ 85,970 |
Summary of Significant Non-Cash Investing and Financing Activities | Brown & Brown’s significant non-cash investing and financing activities are summarized as follows: Nine months ended September 30, (in thousands) 2020 2019 Other payable issued for purchased customer accounts $ 4,350 $ 9,462 Estimated acquisition earn-out payables and related charges $ 96,845 $ 71,464 Notes received on the sale of fixed assets and customer accounts $ — $ 9,903 |
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 September 30, 2020 and 2019. Balance as of September 30, (in thousands) 2020 2019 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 1,070,190 $ 497,510 Restricted cash 431,651 377,085 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 1,501,841 $ 874,595 The following is a reconciliation of cash and cash equivalents inclusive of restricted cash as of December 31, 2019 and 2018. Balance as of December 31, (in thousands) 2019 2018 Table to reconcile cash and cash equivalents inclusive of restricted cash Cash and cash equivalents $ 542,174 $ 438,961 Restricted cash 420,801 338,635 Total cash and cash equivalents inclusive of restricted cash at the end of the period $ 962,975 $ 777,596 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Summarized Financial Information Reportable Segments | Summarized financial information concerning the Company’s reportable segments is shown in the following tables. The “Other” column includes any income and expenses not allocated to reportable segments, corporate-related items, including the intercompany interest expense charge to the reporting segment. Three months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 359,473 $ 168,018 $ 101,239 $ 43,497 $ 1,735 $ 673,962 Investment income $ 19 $ 205 $ 45 $ - $ 80 $ 349 Amortization $ 16,624 $ 7,100 $ 1,945 $ 1,390 $ — $ 27,059 Depreciation $ 2,347 $ 2,300 $ 548 $ 355 $ 1,097 $ 6,647 Interest expense $ 20,519 $ 5,335 $ 2,488 $ 1,004 $ (16,112 ) $ 13,234 Income before income taxes $ 56,057 $ 47,171 $ 35,038 $ 6,041 $ 14,221 $ 158,528 Total assets $ 6,583,606 $ 3,530,345 $ 1,646,287 $ 467,889 $ (3,432,748 ) $ 8,795,379 Capital expenditures $ 5,232 $ 2,203 $ 1,170 $ 584 $ 10,693 $ 19,882 Three months ended September 30, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 337,712 $ 142,854 $ 87,109 $ 50,106 $ 902 $ 618,683 Investment income $ 28 $ 375 $ 48 $ 35 $ 1,182 $ 1,668 Amortization $ 15,821 $ 6,264 $ 2,797 $ 1,390 $ — $ 26,272 Depreciation $ 1,897 $ 1,779 $ 422 $ 315 $ 1,402 $ 5,815 Interest expense $ 22,287 $ 3,557 $ 1,105 $ 1,164 $ (11,799 ) $ 16,314 Income before income taxes $ 51,133 $ 46,629 $ 28,908 $ 14,775 $ 10,393 $ 151,838 Total assets $ 6,155,670 $ 3,315,656 $ 1,406,709 $ 469,292 $ (3,666,663 ) $ 7,680,664 Capital expenditures $ 2,266 $ 1,276 $ 768 $ 209 $ 7,665 $ 12,184 Nine months ended September 30, 2020 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,119,524 $ 451,098 $ 267,790 $ 130,879 $ 1,973 $ 1,971,264 Investment income $ 143 $ 597 $ 141 $ - $ 963 $ 1,844 Amortization $ 49,363 $ 20,331 $ 6,326 $ 4,170 $ — $ 80,190 Depreciation $ 6,530 $ 6,298 $ 1,446 $ 1,059 $ 3,503 $ 18,836 Interest expense $ 63,620 $ 15,212 $ 6,793 $ 3,137 $ (46,428 ) $ 42,334 Income before income taxes $ 221,549 $ 125,160 $ 77,432 $ 22,557 $ 46,485 $ 493,183 Total assets $ 6,583,606 $ 3,530,345 $ 1,646,287 $ 467,889 $ (3,432,748 ) $ 8,795,379 Capital expenditures $ 10,959 $ 5,248 $ 2,952 $ 1,057 $ 35,604 $ 55,820 Nine months ended September 30, 2019 (in thousands) Retail National Programs Wholesale Brokerage Services Other Total Total revenues $ 1,037,681 $ 384,231 $ 238,789 $ 150,395 $ 2,086 $ 1,813,182 Investment income $ 45 $ 1,071 $ 131 $ 117 $ 2,910 $ 4,274 Amortization $ 46,622 $ 19,217 $ 8,490 $ 4,089 $ — $ 78,418 Depreciation $ 5,440 $ 4,990 $ 1,251 $ 902 $ 4,933 $ 17,516 Interest expense $ 64,641 $ 13,134 $ 3,692 $ 3,239 $ (36,901 ) $ 47,805 Income before income taxes $ 189,191 $ 106,188 $ 67,421 $ 33,220 $ 27,860 $ 423,880 Total assets $ 6,155,670 $ 3,315,656 $ 1,406,709 $ 469,292 $ (3,666,663 ) $ 7,680,664 Capital expenditures $ 7,810 $ 7,786 $ 2,470 $ 540 $ 28,752 $ 47,358 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Amortized Cost and Fair Values of Fixed Maturity Securities | At (in thousands) Cost Gross unrealized gains Gross unrealized losses Fair value U.S. Treasury securities, obligations of U.S. Government agencies and municipalities $ 28,733 $ 537 $ (7 ) $ 29,263 Corporate debt 6,389 249 (2 ) 6,636 Total $ 35,122 $ 786 $ (9 ) $ 35,899 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 |
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 September 30, 2020: 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 $ 3,993 $ (7 ) $ — $ — $ 3,993 $ (7 ) Corporate debt 1,080 (2 ) — — 1,080 (2 ) Total $ 5,073 $ (9 ) $ — $ — $ 5,073 $ (9 ) 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 ) |
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 September 30, 2020 by contractual maturity are set forth below: (in thousands) Amortized cost Fair value Years to maturity: Due in one year or less $ 11,084 $ 11,161 Due after one year through five years 23,038 23,741 Due after five years 1,000 997 Total $ 35,122 $ 35,899 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 — — Total $ 31,811 $ 32,006 |
Insurance Company WNFIC (Tables
Insurance Company WNFIC (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Reinsurance Disclosures [Abstract] | |
Effects of Reinsurance on Premiums Written and Earned | The effects of reinsurance on premiums written and earned are as follows: For the nine months ended September 30, 2020 (in thousands) Written Earned Direct premiums $ 565,147 $ 533,553 Ceded premiums (565,135 ) (533,541 ) Net premiums $ 12 $ 12 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of reportable segments | 4 |
Basis of Financial Reporting -
Basis of Financial Reporting - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
ASU 2018-15 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2017-04 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Impairment charges | $ 0 |
ASU 2016-13 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenues - Schedule of Disaggre
Revenues - Schedule of Disaggregated by Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Investment Income, Nonoperating | $ 349 | $ 1,668 | $ 1,844 | $ 4,274 |
Other income | 2,217 | (348) | 3,364 | 1,150 |
Revenues | 673,962 | 618,683 | 1,971,264 | 1,813,182 |
Corporate, Non-Segment | ||||
Disaggregation Of Revenue [Line Items] | ||||
Investment Income, Nonoperating | 80 | 963 | ||
Other income | 1,964 | 1,964 | ||
Revenues | 1,735 | 1,973 | ||
Retail | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Investment Income, Nonoperating | 19 | 28 | 143 | 45 |
Other income | 123 | 1,056 | ||
Revenues | 359,473 | 337,712 | 1,119,524 | 1,037,681 |
National Programs | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Investment Income, Nonoperating | 205 | 375 | 597 | 1,071 |
Other income | 11 | 32 | ||
Revenues | 168,018 | 142,854 | 451,098 | 384,231 |
Wholesale Brokerage | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Investment Income, Nonoperating | 45 | 48 | 141 | 131 |
Other income | 119 | 312 | ||
Revenues | 101,239 | 87,109 | 267,790 | 238,789 |
Services | Operating Segments | ||||
Disaggregation Of Revenue [Line Items] | ||||
Investment Income, Nonoperating | 0 | 35 | 0 | 117 |
Other income | 0 | 0 | ||
Revenues | 43,497 | $ 50,106 | 130,879 | $ 150,395 |
Core Commission Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 461,654 | 1,325,807 | ||
Core Commission Revenue | Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 265,028 | 805,245 | ||
Core Commission Revenue | National Programs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 116,184 | 314,344 | ||
Core Commission Revenue | Wholesale Brokerage | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 80,442 | 206,218 | ||
Core Commission Revenue | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 0 | 0 | ||
Fee Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 177,139 | 489,589 | ||
Fee Revenue | Corporate, Non-Segment | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | (323) | (968) | ||
Fee Revenue | Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 70,440 | 193,664 | ||
Fee Revenue | National Programs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 45,722 | 115,736 | ||
Fee Revenue | Wholesale Brokerage | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 17,803 | 50,278 | ||
Fee Revenue | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 43,497 | 130,879 | ||
Incentive Commissions Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 14,468 | 81,767 | ||
Incentive Commissions Revenue | Corporate, Non-Segment | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 14 | 14 | ||
Incentive Commissions Revenue | Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 13,913 | 78,607 | ||
Incentive Commissions Revenue | National Programs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 215 | 436 | ||
Incentive Commissions Revenue | Wholesale Brokerage | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 326 | 2,710 | ||
Incentive Commissions Revenue | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 0 | 0 | ||
Profit-Sharing Contingent Commission Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 13,739 | 56,334 | ||
Profit-Sharing Contingent Commission Revenue | Corporate, Non-Segment | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 0 | 0 | ||
Profit-Sharing Contingent Commission Revenue | Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 6,359 | 29,380 | ||
Profit-Sharing Contingent Commission Revenue | National Programs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 5,499 | 20,478 | ||
Profit-Sharing Contingent Commission Revenue | Wholesale Brokerage | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 1,881 | 6,476 | ||
Profit-Sharing Contingent Commission Revenue | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 0 | 0 | ||
Guaranteed Supplemental Commission Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 4,396 | 12,559 | ||
Guaranteed Supplemental Commission Revenue | Corporate, Non-Segment | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 0 | 0 | ||
Guaranteed Supplemental Commission Revenue | Retail | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 3,591 | 11,429 | ||
Guaranteed Supplemental Commission Revenue | National Programs | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 182 | (525) | ||
Guaranteed Supplemental Commission Revenue | Wholesale Brokerage | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | 623 | 1,655 | ||
Guaranteed Supplemental Commission Revenue | Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Fees and Commissions, Other | $ 0 | $ 0 |
Revenues - Schedule of Balances
Revenues - Schedule of Balances of Contract Assets and Contract Liabilities Arising from contracts with Customers (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenues [Abstract] | ||
Contract assets | $ 319,869 | $ 289,609 |
Contract liabilities | $ 54,881 | $ 58,126 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Contract with Customer, Liability | $ 37.5 | $ 41.2 |
Contract with Customer, Liability, Noncurrent | 17.4 | 16.9 |
Deferred Revenue, Revenue Recognized | 7.5 | |
Variable consideration, Received | 16.7 | |
Offset of revised estimated variable consideration | 7.1 | |
Other adjustments | 2.1 | |
Deferred Costs | 38.6 | 26.9 |
Cost to Obtain | ||
Segment Reporting Information [Line Items] | ||
Deferred Costs | 13.5 | |
Capitalized Contract Cost, Amortization | 1.8 | |
Cost to Fulfill | ||
Segment Reporting Information [Line Items] | ||
Deferred Costs | 72.7 | $ 73.3 |
Capitalized Contract Cost, Amortization | $ 1.2 |
Net Income Per Share - Reconcil
Net Income Per Share - Reconciliation between Basic and Diluted Weighted Average Shares Outstanding (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||||||
Net income | $ 133,979 | $ 96,784 | $ 152,400 | $ 115,506 | $ 92,593 | $ 113,896 | $ 383,163 | $ 321,995 |
Net income attributable to unvested awarded performance stock | (3,740) | (3,772) | (12,634) | (10,386) | ||||
Net income attributable to common shares | $ 130,239 | $ 111,734 | $ 370,529 | $ 311,609 | ||||
Weighted average number of common shares outstanding – basic | 283,426 | 282,178 | 283,139 | 281,505 | ||||
Less unvested awarded performance stock included in weighted average number of common shares outstanding – basic | (7,911) | (9,216) | (9,336) | (9,080) | ||||
Weighted average number of common shares outstanding for basic net income per common share | 275,515 | 272,962 | 273,803 | 272,425 | ||||
Dilutive effect of stock options | 1,418 | 2,113 | 1,535 | 2,104 | ||||
Weighted average number of shares outstanding – diluted | 276,933 | 275,075 | 275,338 | 274,529 | ||||
Basic (in dollars per share) | $ 0.47 | $ 0.41 | $ 1.35 | $ 1.14 | ||||
Diluted (in dollars per share) | $ 0.47 | $ 0.41 | $ 1.35 | $ 1.14 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2020USD ($)Acquisition | Sep. 30, 2019USD ($)Acquisition | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | ||||||
Number of acquisitions | Acquisition | 16 | 18 | ||||
Aggregate purchase price of acquisitions | $ 3,500 | |||||
Payments to Acquire Businesses, Gross | 402,358 | |||||
Net assets acquired | 518,673 | |||||
Goodwill, Acquired During Period | 378,633 | |||||
Goodwill currently deductible for income tax purposes | 281,800 | |||||
Goodwill related to the recorded earn-out payables | 96,800 | |||||
Total revenues related to acquisitions | 52,600 | |||||
Loss before income taxes related to acquisitions | 1,200 | |||||
Estimated acquisition earn-out payables | 252,296 | $ 146,603 | $ 218,467 | $ 161,513 | $ 104,976 | $ 89,924 |
Maximum Future Contingency payments Acquisitions | 480,200 | |||||
Asset Purchase Agreement | ||||||
Business Acquisition [Line Items] | ||||||
Estimated acquisition earn-out payables | 25,000 | |||||
Expected minimum calculated earn out payments | 25,000 | |||||
Expected maximum deemed earn out payments | $ 25,000 | |||||
Expected payment period of earn out payments | will be paid in accordance with the asset purchase agreement in the first quarter of calendar year 2022 | |||||
Other Noncurrent Liabilities | ||||||
Business Acquisition [Line Items] | ||||||
Estimated acquisition earn-out payables | $ 200,400 | |||||
Accounts payable | ||||||
Business Acquisition [Line Items] | ||||||
Estimated acquisition earn-out payables | 51,900 | |||||
Retail | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill, Acquired During Period | 114,250 | |||||
National Programs | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill, Acquired During Period | 178,332 | |||||
Wholesale Brokerage | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill, Acquired During Period | 85,943 | |||||
Services | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill, Acquired During Period | 108 | |||||
Goodwill adjusted amount | $ 100 | |||||
Purchased Customer Accounts | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life (years) | 15 years | |||||
Non-compete Agreements | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average life (years) | 5 years | |||||
Business Combinations - Asset Deals | ||||||
Business Acquisition [Line Items] | ||||||
Number of acquisitions | Acquisition | 13 | |||||
Business Combinations - Asset Deals and Book of Business Purchases | ||||||
Business Acquisition [Line Items] | ||||||
Number of acquisitions | Acquisition | 16 | |||||
Book of Business Purchases | ||||||
Business Acquisition [Line Items] | ||||||
Number of acquisitions | Acquisition | 3 | |||||
Other Acquisitions | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Net assets acquired | $ 10,000 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation for Current Year Acquisitions and Adjustments Made for Prior Year Acquisitions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | |
Business Combination Separately Recognized Transactions [Line Items] | ||||
Cash paid | $ 402,358 | |||
Common Stock Issued | $ 5,120 | $ 10,000 | $ 20,000 | 15,120 |
Other payable | 4,350 | |||
Recorded earn-out payable | 96,845 | 96,845 | ||
Net assets acquired | 518,673 | 518,673 | ||
Maximum potential earn- out payable | 171,778 | $ 171,778 | ||
Special Risk Insurance Managers Ltd. (Special Risk) | National Programs | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Jan. 1, 2020 | |||
Cash paid | $ 70,156 | |||
Recorded earn-out payable | 9,859 | 9,859 | ||
Net assets acquired | 80,015 | 80,015 | ||
Maximum potential earn- out payable | 14,650 | 14,650 | ||
Texas All Risk General Agency, Inc. (Texas Risk) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 10,980 | $ 10,980 | ||
Texas All Risk General Agency, Inc. (Texas Risk) | Wholesale Brokerage | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Jan. 1, 2020 | |||
Cash paid | $ 10,511 | |||
Other payable | 159 | |||
Recorded earn-out payable | 310 | 310 | ||
Net assets acquired | 10,980 | 10,980 | ||
Maximum potential earn- out payable | 1,150 | 1,150 | ||
The Colonial Group, Inc. (Colonial) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 35,203 | $ 35,203 | ||
The Colonial Group, Inc. (Colonial) | Wholesale Brokerage | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Mar. 1, 2020 | |||
Cash paid | $ 29,037 | |||
Other payable | 527 | |||
Recorded earn-out payable | 5,639 | 5,639 | ||
Net assets acquired | 35,203 | 35,203 | ||
Maximum potential earn- out payable | 10,150 | 10,150 | ||
RLA Insurance Intermediaries, LLC (RLA) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 53,252 | $ 53,252 | ||
RLA Insurance Intermediaries, LLC (RLA) | Wholesale Brokerage | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Mar. 1, 2020 | |||
Cash paid | $ 42,496 | |||
Other payable | 786 | |||
Recorded earn-out payable | 9,970 | 9,970 | ||
Net assets acquired | 53,252 | 53,252 | ||
Maximum potential earn- out payable | 22,500 | 22,500 | ||
Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 22,481 | $ 22,481 | ||
Dealer Financial Services of N.C., LLC d/b/a The Sterling Group (Sterling) | Retail | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Apr. 1, 2020 | |||
Cash paid | $ 19,341 | |||
Other payable | 300 | |||
Recorded earn-out payable | 2,840 | 2,840 | ||
Net assets acquired | 22,481 | 22,481 | ||
Maximum potential earn- out payable | 5,400 | 5,400 | ||
LP Insurance Services, LLC (LP) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 169,259 | $ 169,259 | ||
LP Insurance Services, LLC (LP) | National Programs | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | May 1, 2020 | |||
Cash paid | $ 115,948 | |||
Common Stock Issued | 10,000 | |||
Other payable | 318 | |||
Recorded earn-out payable | 42,993 | 42,993 | ||
Net assets acquired | 169,259 | 169,259 | ||
Maximum potential earn- out payable | 75,850 | 75,850 | ||
First Resource, Inc. (First) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 14,926 | $ 14,926 | ||
First Resource, Inc. (First) | Retail | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Jul. 1, 2020 | |||
Cash paid | $ 10,700 | |||
Other payable | 450 | |||
Recorded earn-out payable | 3,776 | 3,776 | ||
Net assets acquired | 14,926 | 14,926 | ||
Maximum potential earn- out payable | 5,800 | 5,800 | ||
Buiten & Associates, LLC (Buiten) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 46,848 | $ 46,848 | ||
Buiten & Associates, LLC (Buiten) | Retail | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Aug. 1, 2020 | |||
Cash paid | $ 38,225 | |||
Other payable | 1,175 | |||
Recorded earn-out payable | 7,448 | 7,448 | ||
Net assets acquired | 46,848 | 46,848 | ||
Maximum potential earn- out payable | 14,175 | $ 14,175 | ||
Amity Insurance Agency, Inc. (Amity) | Retail | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Aug. 1, 2020 | |||
Cash paid | $ 14,820 | |||
Common Stock Issued | 2,000 | |||
Other payable | 200 | |||
Recorded earn-out payable | 1,860 | 1,860 | ||
Net assets acquired | 18,880 | 18,880 | ||
Maximum potential earn- out payable | 4,060 | 4,060 | ||
Frank E. Neal & Co., Inc. (Neal) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 41,786 | $ 41,786 | ||
Frank E. Neal & Co., Inc. (Neal) | Retail | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Sep. 1, 2020 | |||
Cash paid | $ 32,589 | |||
Common Stock Issued | 3,120 | |||
Other payable | 345 | |||
Recorded earn-out payable | 5,732 | 5,732 | ||
Net assets acquired | 41,786 | 41,786 | ||
Maximum potential earn- out payable | 10,325 | 10,325 | ||
BrookStone Insurance Group, LLC (BrookStone) | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Net assets acquired | 13,088 | $ 13,088 | ||
BrookStone Insurance Group, LLC (BrookStone) | Retail | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Effective date of acquisition | Sep. 1, 2020 | |||
Cash paid | $ 12,030 | |||
Recorded earn-out payable | 1,058 | 1,058 | ||
Net assets acquired | 13,088 | 13,088 | ||
Maximum potential earn- out payable | 1,878 | 1,878 | ||
Other Acquisitions | Various | ||||
Business Combination Separately Recognized Transactions [Line Items] | ||||
Cash paid | 6,505 | |||
Other payable | 90 | |||
Recorded earn-out payable | 5,360 | 5,360 | ||
Net assets acquired | 11,955 | 11,955 | ||
Maximum potential earn- out payable | $ 5,840 | $ 5,840 |
Business Combinations - Estimat
Business Combinations - Estimated Fair Values of Aggregate Assets and Liabilities Acquired (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | $ 14,794 |
Fixed assets | 2,550 |
Goodwill | 378,633 |
Other assets | 3,088 |
Total assets acquired | 539,924 |
Other current liabilities | (21,251) |
Total liabilities assumed | (21,251) |
Net assets acquired | 518,673 |
Special Risk | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 1,702 |
Fixed assets | 346 |
Goodwill | 63,132 |
Total assets acquired | 79,602 |
Other current liabilities | 413 |
Total liabilities assumed | 413 |
Net assets acquired | 80,015 |
Texas Risk | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 446 |
Fixed assets | 27 |
Goodwill | 8,940 |
Total assets acquired | 12,660 |
Other current liabilities | (1,680) |
Total liabilities assumed | (1,680) |
Net assets acquired | 10,980 |
Colonial | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 1,344 |
Fixed assets | 59 |
Goodwill | 25,719 |
Total assets acquired | 36,558 |
Other current liabilities | (1,355) |
Total liabilities assumed | (1,355) |
Net assets acquired | 35,203 |
RLA | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Fixed assets | 54 |
Goodwill | 51,285 |
Total assets acquired | 64,695 |
Other current liabilities | (11,443) |
Total liabilities assumed | (11,443) |
Net assets acquired | 53,252 |
Sterling | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 612 |
Fixed assets | 16 |
Goodwill | 14,816 |
Total assets acquired | 22,661 |
Other current liabilities | (180) |
Total liabilities assumed | (180) |
Net assets acquired | 22,481 |
LP | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 3,528 |
Fixed assets | 1,877 |
Goodwill | 115,200 |
Total assets acquired | 169,269 |
Other current liabilities | (10) |
Total liabilities assumed | (10) |
Net assets acquired | 169,259 |
First | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 302 |
Fixed assets | 1 |
Goodwill | 9,523 |
Total assets acquired | 14,942 |
Other current liabilities | (16) |
Total liabilities assumed | (16) |
Net assets acquired | 14,926 |
Buiten | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 2,595 |
Fixed assets | 43 |
Goodwill | 33,641 |
Total assets acquired | 47,693 |
Other current liabilities | (845) |
Total liabilities assumed | (845) |
Net assets acquired | 46,848 |
Amity | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 653 |
Fixed assets | 58 |
Goodwill | 15,454 |
Total assets acquired | 21,800 |
Other current liabilities | (2,920) |
Total liabilities assumed | (2,920) |
Net assets acquired | 18,880 |
Neal | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 2,337 |
Fixed assets | 46 |
Goodwill | 29,203 |
Total assets acquired | 44,842 |
Other current liabilities | (3,056) |
Total liabilities assumed | (3,056) |
Net assets acquired | 41,786 |
BrookStone | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 364 |
Fixed assets | 23 |
Goodwill | 9,031 |
Total assets acquired | 13,128 |
Other current liabilities | (40) |
Total liabilities assumed | (40) |
Net assets acquired | 13,088 |
Other | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Other current assets | 911 |
Goodwill | 2,689 |
Other assets | 3,088 |
Total assets acquired | 12,074 |
Other current liabilities | (119) |
Total liabilities assumed | (119) |
Net assets acquired | 11,955 |
Purchased Customer Accounts | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 139,885 |
Purchased Customer Accounts | Special Risk | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 14,286 |
Purchased Customer Accounts | Texas Risk | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 3,222 |
Purchased Customer Accounts | Colonial | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 9,393 |
Purchased Customer Accounts | RLA | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 12,875 |
Purchased Customer Accounts | Sterling | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 7,196 |
Purchased Customer Accounts | LP | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 48,633 |
Purchased Customer Accounts | First | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 5,095 |
Purchased Customer Accounts | Buiten | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 11,323 |
Purchased Customer Accounts | Amity | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 5,614 |
Purchased Customer Accounts | Neal | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 13,225 |
Purchased Customer Accounts | BrookStone | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 3,689 |
Purchased Customer Accounts | Other | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 5,334 |
Non-compete Agreements | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 974 |
Non-compete Agreements | Special Risk | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 136 |
Non-compete Agreements | Texas Risk | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 25 |
Non-compete Agreements | Colonial | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 43 |
Non-compete Agreements | RLA | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 481 |
Non-compete Agreements | Sterling | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 21 |
Non-compete Agreements | LP | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 31 |
Non-compete Agreements | First | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 21 |
Non-compete Agreements | Buiten | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 91 |
Non-compete Agreements | Amity | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 21 |
Non-compete Agreements | Neal | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 31 |
Non-compete Agreements | BrookStone | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | 21 |
Non-compete Agreements | Other | |
Fair Value Of Assets And Liabilities Statement [Line Items] | |
Intangible assets | $ 52 |
Business Combinations - Unaudit
Business Combinations - Unaudited Pro Forma Results (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||||
Total revenues | $ 677,161 | $ 648,063 | $ 2,010,160 | $ 1,900,105 |
Income before income taxes | 159,607 | 160,623 | 505,799 | 449,916 |
Net income | $ 134,891 | $ 122,189 | $ 392,964 | $ 341,772 |
Net income per share: | ||||
Basic | $ 0.48 | $ 0.43 | $ 1.39 | $ 1.21 |
Diluted | $ 0.47 | $ 0.43 | $ 1.38 | $ 1.21 |
Weighted average number of shares outstanding: | ||||
Basic | 275,515 | 272,962 | 273,803 | 272,425 |
Diluted | 276,933 | 275,075 | 275,338 | 274,529 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||||
Beginning balance | $ 218,467 | $ 104,976 | $ 161,513 | $ 89,924 |
Additions to estimated acquisition earn-out payables | 22,091 | 47,498 | 96,845 | 71,464 |
Payments for estimated acquisition earn-out payables | (3,580) | (601) | (11,058) | (7,865) |
Subtotal | 236,978 | 151,873 | 247,300 | 153,523 |
Net change in earnings from estimated acquisition earn-out payables: | ||||
Change in fair value on estimated acquisition earn-out payables | 13,433 | (6,573) | (516) | (10,873) |
Interest expense accretion | 1,885 | 1,303 | 5,512 | 3,953 |
Net change in earnings from estimated acquisition earn-out payables | 15,318 | (5,270) | 4,996 | (6,920) |
Ending balance | $ 252,296 | $ 146,603 | $ 252,296 | $ 146,603 |
Goodwill - Changes in Carrying
Goodwill - Changes in Carrying Value of Goodwill by Operating Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill [Line Items] | |
Beginning balance | $ 3,746,094 |
Goodwill of acquired businesses | 378,633 |
Goodwill disposed of relating to sales of businesses | (784) |
Ending balance | 4,123,943 |
Retail | |
Goodwill [Line Items] | |
Beginning balance | 2,351,291 |
Goodwill of acquired businesses | 114,250 |
Goodwill disposed of relating to sales of businesses | (784) |
Ending balance | 2,464,757 |
National Programs | |
Goodwill [Line Items] | |
Beginning balance | 925,541 |
Goodwill of acquired businesses | 178,332 |
Goodwill disposed of relating to sales of businesses | 0 |
Ending balance | 1,103,873 |
Wholesale Brokerage | |
Goodwill [Line Items] | |
Beginning balance | 298,101 |
Goodwill of acquired businesses | 85,943 |
Goodwill disposed of relating to sales of businesses | 0 |
Ending balance | 384,044 |
Services | |
Goodwill [Line Items] | |
Beginning balance | 171,161 |
Goodwill of acquired businesses | 108 |
Goodwill disposed of relating to sales of businesses | 0 |
Ending balance | $ 171,269 |
Amortizable Intangible Assets -
Amortizable Intangible Assets - Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 2,099,793 | $ 1,959,207 |
Accumulated amortization | (1,122,591) | (1,042,439) |
Net carrying value | 977,202 | 916,768 |
Purchased Customer Accounts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | 2,064,938 | 1,925,326 |
Accumulated amortization | (1,090,819) | (1,011,574) |
Net carrying value | $ 974,119 | $ 913,752 |
Weighted average life (years) | 15 years | 15 years |
Non-compete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying value | $ 34,855 | $ 33,881 |
Accumulated amortization | (31,772) | (30,865) |
Net carrying value | $ 3,083 | $ 3,016 |
Weighted average life (years) | 4 years 7 months 6 days | 4 years 7 months 6 days |
Amortizable Intangible Assets_2
Amortizable Intangible Assets - Additional Information (Details) $ in Millions | Sep. 30, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Amortization expense estimated, year one (2020) | $ 107.5 |
Amortization expense estimated, year two (2021) | 107.1 |
Amortization expense estimated, year three (2022) | 102.6 |
Amortization expense estimated, year four (2023) | 95.7 |
Amortization expense estimated, year five (2024) | $ 91.8 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total current portion of long-term debt | $ 66,250 | $ 55,000 |
Total notes | 1,548,136 | 848,743 |
Long-term credit agreements | 507,500 | 660,000 |
Debt issuance costs (contra) | (12,962) | (8,400) |
Total long-term debt less unamortized discount and debt issuance costs | 2,042,674 | 1,500,343 |
Current portion of long-term debt | 66,250 | 55,000 |
Total debt | 2,108,924 | 1,555,343 |
5-year Term-Loan Facility Expires in 2022 | ||
Debt Instrument [Line Items] | ||
Total current portion of long-term debt | 40,000 | 40,000 |
Long-term credit agreements | 260,000 | 290,000 |
5-year Term-Loan Facility Expires in 2023 | ||
Debt Instrument [Line Items] | ||
Total current portion of long-term debt | 26,250 | 15,000 |
Long-term credit agreements | 247,500 | 270,000 |
4.200% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2024 | ||
Debt Instrument [Line Items] | ||
Total notes | 499,377 | 499,259 |
4.500% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2029 | ||
Debt Instrument [Line Items] | ||
Total notes | 349,526 | 349,484 |
2.375% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2031 | ||
Debt Instrument [Line Items] | ||
Total notes | $ 699,233 | |
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 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Long-Term Debt (Parenthetical) (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.75% | |
Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, variable interest rate | 1.00% | |
4.200% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate stated percentage | 4.20% | 4.20% |
Debt instrument maturity year | 2024 | 2024 |
4.500% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2029 | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate stated percentage | 4.50% | 4.50% |
Debt instrument maturity year | 2029 | 2029 |
2.375% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2031 | ||
Debt Instrument [Line Items] | ||
Debt instrument interest rate stated percentage | 2.375% | 2.375% |
Debt instrument maturity year | 2031 | 2031 |
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 | 5 years |
Line of credit facility, expiration date | Jun. 28, 2022 | 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% | 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% | 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 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 24, 2020 | Mar. 31, 2019 | Mar. 11, 2019 | Jun. 28, 2017 | Sep. 18, 2014 | Apr. 17, 2014 |
Debt Instrument [Line Items] | |||||||||||
Unsecured revolving credit facility | $ 0 | $ 100,000,000 | $ 400,000,000 | $ 800,000,000 | |||||||
Debt instrument, periodic payment, principal | 330,000,000 | ||||||||||
Proceeds from issuance of debt | $ 2,800,000 | ||||||||||
Write off of deferred debt issuance cost | $ 200,000 | ||||||||||
Debt issuance costs | $ 1,600,000 | ||||||||||
Unsecured term loans | 300,000,000 | ||||||||||
Outstanding debt balance | $ 2,108,924,000 | 1,555,343,000 | |||||||||
Debt instrument, periodic payment, principal | $ 250,000,000 | ||||||||||
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 | 2.375% | 4.50% | 4.20% | ||||||||
Outstanding debt balance | $ 500,000,000 | $ 500,000,000 | $ 200,000,000 | $ 350,000,000 | |||||||
4.500% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2029 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate stated percentage | 4.50% | 4.50% | |||||||||
Senior notes | $ 350,000,000 | $ 350,000,000 | $ 350,000,000 | ||||||||
2.375% Senior Notes, Semi-Annual Interest Payments, Net of the Unamortized Discount, Balloon Due 2031 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument interest rate stated percentage | 2.375% | 2.375% | |||||||||
Senior notes | $ 700,000,000 | $ 700,000,000 | |||||||||
Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, periodic payment, principal | $ 67,500,000 | ||||||||||
Unsecured term loans | $ 300,000,000 | $ 273,800,000 | $ 285,000,000 | ||||||||
Loan repayment term | 5 years | ||||||||||
Term Loan | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
30-day Adjusted LIBOR Rate | 0.188% | ||||||||||
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] | |||||||||||
Credit facility, outstanding amount | $ 475,000,000 | ||||||||||
Long-term Debt | LIBOR | |||||||||||
Debt Instrument [Line Items] | |||||||||||
30-day Adjusted LIBOR Rate | 0.188% |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Lessee Lease Description [Line Items] | |
Operating lease expiration term | 2041 |
Future Lease Agreements | |
Lessee Lease Description [Line Items] | |
Operating lease expected to commence undiscounted lease liabilities in 2020 | $ 9.2 |
Operating lease expected to commence undiscounted lease liabilities in 2021 | $ 3.2 |
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 Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Operating lease right-of-use assets | $ 186,304 | $ 184,288 |
Total assets | 186,304 | 184,288 |
Liabilities: | ||
Current operating lease liabilities | 42,831 | 43,415 |
Non-current operating lease liabilities | 172,581 | 167,855 |
Total liabilities | $ 215,412 | $ 211,270 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Cost for Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating leases: | ||||
Lease cost | $ 13,560 | $ 11,581 | $ 39,911 | $ 36,671 |
Variable lease cost | 892 | 1,197 | 2,583 | 2,701 |
Short-term lease cost | 122 | 360 | ||
Operating lease cost | 14,574 | 12,778 | 42,854 | 39,372 |
Sublease income | (416) | (145) | (1,224) | (329) |
Total lease cost net | $ 14,158 | $ 12,633 | $ 41,630 | $ 39,043 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Weighted Average Discount Rate for Operating Leases (Details) | Sep. 30, 2020 |
Leases [Abstract] | |
Weighted-average remaining lease term | 5 years 10 months 28 days |
Weighted-average discount rate | 3.58% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (Remainder) | $ 10,492 | |
2021 | 51,100 | |
2022 | 44,056 | |
2023 | 37,374 | |
2024 | 29,546 | |
Thereafter | 67,183 | |
Total undiscounted lease payments | 239,751 | |
Less: Imputed interest | 24,339 | |
Present value of lease payments | $ 215,412 | $ 211,270 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid for amounts included in measurement of liabilities | ||||
Operating cash flows from operating leases | $ 13,949 | $ 11,816 | $ 40,723 | $ 37,728 |
Right-of-use assets obtained in exchange for new operating liabilities | $ 10,329 | $ 11,660 | $ 32,510 | $ 38,291 |
Supplemental Disclosures of C_3
Supplemental Disclosures of Cash Flow Information and Non-Cash Financing and Investing Activities - Additional Information (Details) | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($)Installment |
Supplemental Cash Flow Elements [Abstract] | |||
Deferred federal and state income tax payments, CARES Act | $ 50,000,000 | $ 0 | |
Deferred employer only payroll tax payments, CARES Act | $ 10,700,000 | ||
Payroll related deferral CARES Act | $ 20,700,000 | ||
Number of installment in cumulative deferred employer payroll taxes to be paid, CARES Act | Installment | 2 |
Supplemental Disclosures of C_4
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 | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid during the period for: | ||
Interest | $ 49,802 | $ 52,127 |
Income taxes, net of refunds | $ 91,661 | $ 85,970 |
Supplemental Disclosures of C_5
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 | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Significant non-cash investing and financing activities | ||
Other payable issued for purchased customer accounts | $ 4,350 | $ 9,462 |
Estimated acquisition earn-out payables and related charges | $ 96,845 | 71,464 |
Notes received on the sale of fixed assets and customer accounts | $ 9,903 |
Supplemental Disclosures of C_6
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 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 1,070,190 | $ 542,174 | $ 497,510 | $ 438,961 |
Restricted cash | 431,651 | 420,801 | 377,085 | 338,635 |
Total cash and cash equivalents inclusive of restricted cash at the end of the period | $ 1,501,841 | $ 962,975 | $ 874,595 | $ 777,596 |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 4 | |||
Revenues | $ 673,962 | $ 618,683 | $ 1,971,264 | $ 1,813,182 |
London, Bermuda and Cayman Islands | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 9,100 | $ 4,400 | $ 25,400 | $ 12,400 |
Segment Information - Summarize
Segment Information - Summarized Financial Information Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 673,962 | $ 618,683 | $ 1,971,264 | $ 1,813,182 | |
Investment income | 349 | 1,668 | 1,844 | 4,274 | |
Amortization | 27,059 | 26,272 | 80,190 | 78,418 | |
Depreciation | 6,647 | 5,815 | 18,836 | 17,516 | |
Interest expense | 13,234 | 16,314 | 42,334 | 47,805 | |
Income before income taxes | 158,528 | 151,838 | 493,183 | 423,880 | |
Total assets | 8,795,379 | 7,680,664 | 8,795,379 | 7,680,664 | $ 7,622,821 |
Capital expenditures | 19,882 | 12,184 | 55,820 | 47,358 | |
Operating Segments | Retail | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 359,473 | 337,712 | 1,119,524 | 1,037,681 | |
Investment income | 19 | 28 | 143 | 45 | |
Amortization | 16,624 | 15,821 | 49,363 | 46,622 | |
Depreciation | 2,347 | 1,897 | 6,530 | 5,440 | |
Interest expense | 20,519 | 22,287 | 63,620 | 64,641 | |
Income before income taxes | 56,057 | 51,133 | 221,549 | 189,191 | |
Total assets | 6,583,606 | 6,155,670 | 6,583,606 | 6,155,670 | |
Capital expenditures | 5,232 | 2,266 | 10,959 | 7,810 | |
Operating Segments | National Programs | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 168,018 | 142,854 | 451,098 | 384,231 | |
Investment income | 205 | 375 | 597 | 1,071 | |
Amortization | 7,100 | 6,264 | 20,331 | 19,217 | |
Depreciation | 2,300 | 1,779 | 6,298 | 4,990 | |
Interest expense | 5,335 | 3,557 | 15,212 | 13,134 | |
Income before income taxes | 47,171 | 46,629 | 125,160 | 106,188 | |
Total assets | 3,530,345 | 3,315,656 | 3,530,345 | 3,315,656 | |
Capital expenditures | 2,203 | 1,276 | 5,248 | 7,786 | |
Operating Segments | Wholesale Brokerage | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 101,239 | 87,109 | 267,790 | 238,789 | |
Investment income | 45 | 48 | 141 | 131 | |
Amortization | 1,945 | 2,797 | 6,326 | 8,490 | |
Depreciation | 548 | 422 | 1,446 | 1,251 | |
Interest expense | 2,488 | 1,105 | 6,793 | 3,692 | |
Income before income taxes | 35,038 | 28,908 | 77,432 | 67,421 | |
Total assets | 1,646,287 | 1,406,709 | 1,646,287 | 1,406,709 | |
Capital expenditures | 1,170 | 768 | 2,952 | 2,470 | |
Operating Segments | Services | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 43,497 | 50,106 | 130,879 | 150,395 | |
Investment income | 0 | 35 | 0 | 117 | |
Amortization | 1,390 | 1,390 | 4,170 | 4,089 | |
Depreciation | 355 | 315 | 1,059 | 902 | |
Interest expense | 1,004 | 1,164 | 3,137 | 3,239 | |
Income before income taxes | 6,041 | 14,775 | 22,557 | 33,220 | |
Total assets | 467,889 | 469,292 | 467,889 | 469,292 | |
Capital expenditures | 584 | 209 | 1,057 | 540 | |
Segment Reconciling Items | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 1,735 | 902 | 1,973 | 2,086 | |
Investment income | 80 | 1,182 | 963 | 2,910 | |
Amortization | 0 | 0 | 0 | 0 | |
Depreciation | 1,097 | 1,402 | 3,503 | 4,933 | |
Interest expense | (16,112) | (11,799) | (46,428) | (36,901) | |
Income before income taxes | 14,221 | 10,393 | 46,485 | 27,860 | |
Total assets | (3,432,748) | (3,666,663) | (3,432,748) | (3,666,663) | |
Capital expenditures | $ 10,693 | $ 7,665 | $ 35,604 | $ 28,752 |
Investments - Summary of Amorti
Investments - Summary of Amortized Cost and Fair Values of Fixed Maturity Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 35,122 | $ 31,811 |
Gross unrealized gains | 786 | 242 |
Gross unrealized losses | (9) | (47) |
Fair value | 35,899 | 32,006 |
U.S. Treasury securities, obligations of U.S. Government agencies and municipalities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 28,733 | 26,487 |
Gross unrealized gains | 537 | 174 |
Gross unrealized losses | (7) | (39) |
Fair value | 29,263 | 26,622 |
Corporate debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 6,389 | 5,324 |
Gross unrealized gains | 249 | 68 |
Gross unrealized losses | (2) | (8) |
Fair value | $ 6,636 | $ 5,384 |
Investments - Additional Inform
Investments - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)Security | Dec. 31, 2019USD ($)Security | |
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities | $ 35,899 | $ 32,006 |
Number of securities in unrealized loss position | Security | 5 | 10 |
Proceeds from sale of investment in fixed maturity securities | $ 5,300 | |
Proceeds from Sale of Other Investments | 7,400 | |
Investments on deposit with the state insurance department | 4,300 | |
U.S. Treasury securities, obligations of U.S. Government agencies and municipalities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities | 29,263 | $ 26,622 |
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 | 11,200 | 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 | 7,000 | 7,700 |
Corporate Debt Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Available-for-sale Debt Securities | $ 6,636 | $ 5,384 |
Investments - Schedule of Inves
Investments - Schedule of Investments' Gross Unrealized Loss and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Sep. 30, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value, Less than 12 Months | $ 0 | $ 5,073 |
Unrealized Losses, Less than 12 Months | 0 | (9) |
Fair Value, 12 Months or More | 8,051 | 0 |
Unrealized Losses, 12 Months or More | (47) | 0 |
Fair Value | 8,051 | 5,073 |
Unrealized Losses | (47) | (9) |
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 | 0 | 3,993 |
Unrealized Losses, Less than 12 Months | 0 | (7) |
Fair Value, 12 Months or More | 7,053 | 0 |
Unrealized Losses, 12 Months or More | (39) | 0 |
Fair Value | 7,053 | 3,993 |
Unrealized Losses | (39) | (7) |
Corporate debt | ||
Debt Securities, Available-for-sale [Line Items] | ||
Fair Value, Less than 12 Months | 0 | 1,080 |
Unrealized Losses, Less than 12 Months | 0 | (2) |
Fair Value, 12 Months or More | 998 | 0 |
Unrealized Losses, 12 Months or More | (8) | 0 |
Fair Value | 998 | 1,080 |
Unrealized Losses | $ (8) | $ (2) |
Investments - Amortized Cost an
Investments - Amortized Cost and Fair Value of Fixed Maturity Securities by Contractual Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Amortized cost | ||
Due in one year or less | $ 11,084 | $ 4,616 |
Due after one year through five years | 23,038 | 27,195 |
Due after five years | 1,000 | 0 |
Amortized Cost, Total | 35,122 | 31,811 |
Fair value | ||
Due in one year or less | 11,161 | 4,628 |
Due after one year through five years | 23,741 | 27,378 |
Due after five years | 997 | 0 |
Fair Value, Total | $ 35,899 | $ 32,006 |
Insurance Company WNFIC - Effec
Insurance Company WNFIC - Effects of Reinsurance on Premiums Written and Earned (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Written | |
Direct premiums | $ 565,147 |
Ceded premiums | (565,135) |
Net premiums | 12 |
Earned | |
Direct premiums | 533,553 |
Ceded premiums | (533,541) |
Net premiums | $ 12 |
Insurance Company WNFIC - Addit
Insurance Company WNFIC - Additional Information (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020USD ($)Reinsurer | Dec. 31, 2019USD ($) | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Ceded rate of premiums under insurance program | 100.00% | |
Premiums written net | $ 565,135 | |
Ceded unpaid loss | 107,500 | |
Prepaid reinsurance premiums | 397,615 | $ 366,021 |
Increase (decrease) in loss and loss adjustment expense reserve | 0 | |
Reserve for losses and loss adjustment expense | $ 107,500 | |
Number of reinsurers | Reinsurer | 2 | |
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% | |
Premiums written net | $ 563,500 | |
Statutory capital and surplus required | 7,500 | |
Statutory capital and surplus | 31,900 | 29,600 |
Statutory net Income | $ 700 | $ 8,100 |
Preferred stock, dividend rate, percentage | 100.00% | |
Maximum dividend payout that may be made without prior approval | $ 8,100 | |
Wright National Flood Insurance Company | Maximum | ||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||
Preferred stock, dividend rate, percentage | 10.00% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | Sep. 30, 2020 | Sep. 10, 2020 | Mar. 26, 2020 |
Second Accelerated Share Repurchase Agreement | Maximum | |||
Accelerated Share Repurchases [Line Items] | |||
Shares repurchased, authorized amount | $ 100,000,000 | ||
Third Accelerated Share Repurchase Agreement | |||
Accelerated Share Repurchases [Line Items] | |||
Shares repurchased, authorized amount | $ 5,900,000 | $ 1,400,000 | |
Shares repurchased, authorized shares | 132,851 | 42,080 | |
Accelerated Share Repurchase Agreement | |||
Accelerated Share Repurchases [Line Items] | |||
Stock repurchase program, remaining authorized repurchase amount | $ 454,000,000 |