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Business Combinations (Tables) | 3 Months Ended
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Mar. 31, 2019
Business Combinations [Abstract] |
Schedule of Business Combinations | As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed one business combination and one insignificant tuck-in acquisition merged into existing operations during the three months ended March 31, 2019 and two business combinations and one insignificant tuck-in acquisition merged into existing operations during the three months ended March 31, 2018, respectively, in which we acquired 100 % of the ownership interests in each. The largest of these acquisitions were 1st State Insulation, LLC (“1st State Insulation”) in March 2019 and Custom Overhead Door, LLC dba Custom Door & Gate (collectively, “CDG”) in March 2018. Net Income, as noted below, includes amortization, taxes and interest allocations when appropriate. Below is a summary of each significant acquisition by year, including revenue and net income (loss) since date of acquisition, shown for the year of acquisition (in thousands):
|  |  |  |  |  |  |  |  |  |  |  |  |  | Total |  |  | Three months ended |
|  |  |  |  | Acquisition |  |  | Cash |  |  | Seller |  |  | Purchase |  |  | March 31, 2019 |
2019 Acquisitions |  | Date |  |  | Type |  |  | Paid |  |  | Obligations |  |  | Price |  |  | Revenue |  |  | Net Income |
1st State Insulation |  |  | 3/18/2019 |  |  |  | Asset |  |  | $ | 5,125 |  |  | $ | 1,380 |  |  | $ | 6,505 |  |  | $ | 488 |  |  | $ | 23 |
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Three months ended |
|  |  |  |  | Acquisition |  |  |  |  |  | Seller |  |  | Total Purchase |  |  | March 31, 2018 |
2018 Acquisitions |  | Date |  |  | Type |  |  | Cash Paid |  |  | Obligations |  |  | Price |  |  | Revenue |  |  | Net (Loss) Income |
CDG |  |  | 3/19/2018 |  |  |  | Asset |  |  | $ | 9,440 |  |  | $ | 1,973 |  |  | $ | 11,413 |  |  | $ | 400 |  |  | $ | (15 | )
Other |  |  | 1/15/2018 |  |  |  | Asset |  |  |  | 2,065 |  |  |  | 953 |  |  |  | 3,018 |  |  |  | 1,271 |  |  |  | 66 |
Total |  |  |  |  |  |  |  |  |  | $ | 11,505 |  |  | $ | 2,926 |  |  | $ | 14,431 |  |  | $ | 1,671 |  |  | $ | 51 |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The estimated fair values of the assets acquired and liabilities assumed for the acquisitions, as well as total purchase prices and cash paid, approximated the following (in thousands):
|  | As of March 31, 2019 |  |  | As of March 31, 2018 |
|  | 1st State |  |  | CDG |  |  | Other |  |  | Total |
Estimated fair values: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | — |  |  | $ | 1,731 |  |  | $ | — |  |  | $ | 1,731 |
Inventories |  |  | 291 |  |  |  | 514 |  |  |  | 75 |  |  |  | 589 |
Other current assets |  |  | — |  |  |  | 28 |  |  |  | 12 |  |  |  | 40 |
Property and equipment |  |  | 989 |  |  |  | 933 |  |  |  | 517 |  |  |  | 1,450 |
Intangibles |  |  | 3,382 |  |  |  | 3,711 |  |  |  | 1,675 |  |  |  | 5,386 |
Goodwill |  |  | 1,882 |  |  |  | 4,898 |  |  |  | 764 |  |  |  | 5,662 |
Other non-current assets |  |  | — |  |  |  | 36 |  |  |  | — |  |  |  | 36 |
Accounts payable and other current liabilities |  |  | (39 | ) |  |  | (438 | ) |  |  | (25 | ) |  |  | (463 | )
Fair value of assets acquired and purchase price |  |  | 6,505 |  |  |  | 11,413 |  |  |  | 3,018 |  |  |  | 14,431 |
Less seller obligations |  |  | 1,380 |  |  |  | 1,973 |  |  |  | 953 |  |  |  | 2,926 |
Cash paid |  | $ | 5,125 |  |  | $ | 9,440 |  |  | $ | 2,065 |  |  | $ | 11,505 |
Estimates of Acquired Intangible Assets | Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands):
|  | For the three months ended March 31, |
|  | 2019 |  |  | 2018 |
Acquired intangibles assets |  | Estimated Fair Value |  |  | Weighted Average Estimated Useful Life (yrs.) |  |  | Estimated Fair Value |  |  | Weighted Average Estimated Useful Life (yrs.) |
Customer relationships |  | $ | 2,100 |  |  |  | 8 |  |  | $ | 3,441 |  |  |  | 8 |
Trademarks and trade names |  |  | 999 |  |  |  | 15 |  |  |  | 1,695 |  |  |  | 15 |
Non-competition agreements |  |  | 283 |  |  |  | 5 |  |  |  | 250 |  |  |  | 5 |
Pro Forma Results of Operations | The unaudited pro forma information for the combined results of the Company has been prepared as if the 2019 acquisitions had taken place on January 1, 2018 and the 2018 acquisitions had taken place on January 1, 2017. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transactions actually taken place on January 1, 2018 and 2017, respectively, and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except per share data):
|  | Unaudited pro forma for the three months ended March 31, |
|  | 2019 |  |  | 2018 |
Net revenue |  | $ | 344,397 |  |  | $ | 322,666 |
Net income |  |  | 8,793 |  |  |  | 7,478 |
Basic and diluted net income per share |  |  | 0.30 |  |  |  | 0.24 |

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