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Brown & Brown Insurance 2016 Annual Report

2016 Annual Report

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Management’s Discussion and Analysis<br />

of Financial Condition and Results of Operations<br />

Acquisitions<br />

Part of our continuing business strategy is to attract high-quality insurance intermediaries to join our operations. From<br />

1993 through the fourth quarter of <strong>2016</strong>, we acquired 479 insurance intermediary operations, excluding acquired books<br />

of business (customer accounts). During the year ended December 31, <strong>2016</strong>, the Company acquired the assets and assumed<br />

certain liabilities of seven insurance intermediaries, all of the stock of one insurance intermediary and three books of business<br />

(customer accounts). Collectively, these acquired business that had annualized revenues of approximately $56 million.<br />

Critical Accounting Policies<br />

Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP. The preparation of these financial statements<br />

requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and<br />

expenses. We continually evaluate our estimates, which are based upon historical experience and on assumptions that we<br />

believe to be reasonable under the circumstances. These estimates form the basis for our judgments about the carrying<br />

values of our assets and liabilities, of which values are not readily apparent from other sources. Actual results may differ<br />

from these estimates.<br />

We believe that of our significant accounting and reporting policies, the more critical policies include our accounting<br />

for revenue recognition, business combinations and purchase price allocations, intangible asset impairments, non-cash<br />

stock-based compensation and reserves for litigation. In particular, the accounting for these areas requires significant use<br />

of judgment to be made by management. Different assumptions in the application of these policies could result in material<br />

changes in our consolidated financial position or consolidated results of operations. Refer to Note 1 in the “Notes to<br />

Consolidated Financial Statements.”<br />

24<br />

<strong>Brown</strong> & <strong>Brown</strong>, Inc.<br />

Revenue Recognition<br />

Commission revenues are recognized as of the effective date of the insurance policy or the date on which the policy premium<br />

is processed into our systems and invoiced to the customer, whichever is later. Commission revenues related to installment<br />

billings are recognized on the later of the date effective or invoiced, with the exception of our Arrowhead business which<br />

follows a policy of recognizing on the later of the date effective or processed into our systems regardless of the billing arrangement.<br />

Management determines the policy cancellation reserve based upon historical cancellation experience adjusted in<br />

accordance with known circumstances. Subsequent commission adjustments are recognized upon our receipt of notification<br />

from insurance companies concerning matters necessitating such adjustments. Profit-sharing contingent commissions are<br />

recognized when determinable, which is generally when such commissions are received from insurance companies, or periodically<br />

when we receive formal notification of the amount of such payments. Fee revenues, and commissions for employee<br />

benefits coverages and workers’ compensation programs, are recognized as services are rendered.<br />

Business Combinations and Purchase Price Allocations<br />

We have acquired significant intangible assets through business acquisitions. These assets consist of purchased customer<br />

accounts, non-compete agreements, and the excess of purchase prices over the fair value of identifiable net assets acquired<br />

(goodwill). The determination of estimated useful lives and the allocation of purchase price to intangible assets requires<br />

significant judgment and affects the amount of future amortization and possible impairment charges.<br />

All of our business combinations initiated after June 30, 2001 have been accounted for using the acquisition method. In<br />

connection with these acquisitions, we record the estimated value of the net tangible assets purchased and the value of the<br />

identifiable intangible assets purchased, which typically consist of purchased customer accounts and non-compete agreements.<br />

Purchased customer accounts include the physical records and files obtained from acquired businesses that contain<br />

information about insurance policies, customers and other matters essential to policy renewals. However, they primarily<br />

represent the present value of the underlying cash flows expected to be received over the estimated future renewal periods<br />

of the insurance policies comprising those purchased customer accounts. The valuation of purchased customer accounts<br />

involves significant estimates and assumptions concerning matters such as cancellation frequency, expenses and discount<br />

rates. Any change in these assumptions could affect the carrying value of purchased customer accounts. Non-compete

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