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Brown & Brown Insurance 2016 Annual Report

2016 Annual Report

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Notes<br />

to Consolidated Financial Statements<br />

The following table summarizes the estimated fair values of the aggregate assets and liabilities acquired as of the date<br />

of each acquisition. The data included in the “Other” column shows a negative adjustment for purchased customer accounts.<br />

This is driven mainly by the final valuation adjustment for the acquisition of Wright.<br />

Belling-<br />

(in thousands) Liberty Spain ham Fitness SBA Bentrust MBA Smith Other Total<br />

56<br />

Other current<br />

assets $ 2,486 $ 324 $ — $ 9 $ 652 $ — $ — $ — $ 169 $ 3,640<br />

Fixed assets 40 50 25 17 41 36 33 73 59 374<br />

Goodwill 10,010 15,748 9,608 8,105 39,859 8,166 13,471 10,374 21,040 136,381<br />

Purchased<br />

customer<br />

accounts 4,506 7,430 3,223 3,715 23,000 2,789 7,338 3,526 (2,135) 53,392<br />

Non-compete<br />

agreements 24 21 21 — 21 43 11 31 156 328<br />

Other assets — — — — 14 — — — — 14<br />

Total assets<br />

acquired 17,066 23,573 12,877 11,846 63,587 11,034 20,853 14,004 19,289 194,129<br />

Other current<br />

liabilities (42) (250) (48) (12) — (182) (6,280) (504) (4,895) (12,213)<br />

Deferred income<br />

tax, net — — — — — — — — 2,576 2,576<br />

Other liabilities (2,043) — — — — — — (157) 635 (1,565)<br />

Total liabilities<br />

assumed (2,085) (250) (48) (12) — (182) (6,280) (661) (1,684) (11,202)<br />

Net assets<br />

acquired $ 14,981 $ 23,323 $ 12,829 $ 11,834 $ 63,587 $ 10,852 $ 14,573 $ 13,343 $ 17,605 $ 182,927<br />

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

The weighted-average useful lives for the acquired amortizable intangible assets are as follows: purchased customer<br />

accounts, 15 years; and non-compete agreements, 5 years.<br />

Goodwill of $136.4 million was allocated to the Retail, National Programs and Wholesale Brokerage Segments in the<br />

amounts of $113.8 million, $18.0 million and $4.6 million, respectively. Of the total goodwill of $136.4 million, $91.1 million is<br />

currently deductible for income tax purposes and $8.4 million is non-deductible. The remaining $36.9 million relates to the<br />

recorded earn-out payables and will not be deductible until it is earned and paid.<br />

For the acquisitions completed during 2015, the results of operations since the acquisition dates have been combined<br />

with those of the Company. The total revenues from the acquisitions completed through December 31, 2015, included in the<br />

Consolidated Statement of Income for the year ended December 31, 2015, were $28.2 million. The income before income<br />

taxes, including the intercompany cost of capital charge, from the acquisitions completed through December 31, 2015,<br />

included in the Consolidated Statement of Income for the year ended December 31, 2015, was $1.5 million. If the acquisitions<br />

had occurred as of the beginning of the respective periods, the Company’s results of operations would be as shown in<br />

the following table. These unaudited pro forma results are not necessarily indicative of the actual results of operations that<br />

would have occurred had the acquisitions actually been made at the beginning of the respective periods.

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