
									Total Purchase Price		Three months ended September 30, 2018				Nine months ended September 30, 2018
2018 Acquisitions	Date		Acquisition Type		Cash Paid		Seller Obligations		Total Purchase Price		Revenue		Net Income		Revenue		Net Income
CDG		3/19/2018		Asset	$	9,440	$	1,973	$	11,413	$	3,848	$	164	$	7,572	$	229
Other		Various		Shares/Asset		25,242		3,447		28,689		7,003		42		12,782		423

Total					$	34,682	$	5,420	$	40,102	$	10,851	$	206	$	20,354	$	652

Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.3 million and $1.3 million for the three and nine months ended September 30, 2019, respectively, and $0.7 million and $1.9 million for the three and nine months ended September 30, 2018, respectively. The goodwill recognized in conjunction with these business combinations represents the excess cost of the acquired entity over the net amount assigned to assets acquired and liabilities assumed. We expect to deduct approximately $9.6 million of goodwill for tax purposes as a result of 2019 acquisitions.

Purchase Price Allocations

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 September 30, 2019												As of September 30, 2018
	1st State			Expert			Other			Total			CDG			Other			Total
Estimated fair values:
Accounts receivable	$	—		$	1,796		$	254		$	2,050		$	1,731		$	3,229		$	4,960
Inventories		291			723			338			1,352			514			1,027			1,541
Other current assets		—			—			3			3			28			879			907
Property and equipment		989			235			667			1,891			933			1,893			2,826
Intangibles		3,382			6,740			2,242			12,364			3,711			16,681			20,392
Goodwill		1,857			8,545			930			11,332			4,898			7,007			11,905
Other non-current assets		—			161			13			174			36			19			55
Accounts payable and other current liabilities		(39	)		(42	)		(23	)		(104	)		(438	)		(2,046	)		(2,484	)

Fair value of assets acquired and purchase price		6,480			18,158			4,424			29,062			11,413			28,689			40,102
Less seller obligations		1,355			1,993			974			4,322			1,973			3,447			5,420

Cash paid	$	5,125		$	16,165		$	3,450		$	24,740		$	9,440		$	25,242		$	34,682

Contingent consideration is included as “seller obligations” in the above table or within “fair value of assets acquired” if subsequently paid during the period presented. These contingent payments consist primarily of earnouts based on performance that are recorded at fair value at the time of acquisition, and/or

non-complete

agreements and amounts based on working capital calculations. When these payments are expected to be made over one year from the acquisition date, the contingent consideration is discounted to net present value using our weighted average cost of capital (WACC), when appropriate.

Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party and internal valuations are finalized, certain tax aspects of the transaction are completed and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. As a result, insignificant adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the date of acquisition and future adjustments may be made through the end of each measurement period. Goodwill and intangibles per the above table do not agree to the total gross increases of these assets as shown in Note 5, Goodwill and Intangibles, during each of the three months ended September 30, 2019 and 2018 due to minor adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as other immaterial intangible assets added during the ordinary course of business. In addition, goodwill and intangibles increased during each of the nine months ended September 30, 2019 and 2018 due to small

tuck-in

acquisitions merged into existing operations that do not appear in the above table as discussed above.

Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands):


	For the nine months ended September 30,
	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	$	8,566		8	$	14,480		8
Trademarks and trade names		2,615		15		3,920		14
Non-competition agreements		1,183		5		1,530		5
Backlog						460		2

Pro Forma Information

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 September 30,				Unaudited pro forma for the nine months ended September 30,
	2019		2018		2019		2018
Net revenue	$	397,839	$	367,600	$	1,123,820	$	1,046,717
Net income		21,240		16,856		49,154		41,997
Basic net income per share		0.71		0.54		1.65		1.34
Diluted net income per share		0.71		0.54		1.65		1.33

Unaudited pro forma net income reflects additional intangible asset amortization expense of $29 thousand and $0.6 million for the three and nine months ended September 30, 2019, respectively, and $1.1 million and $3.8 million for the three and nine months ended September 30, 2018, respectively, as well as additional income tax expense of $10 thousand and $66 thousand for the three and nine months ended September 30, 2019, respectively, and $0.5 million and $1.2 million for the three and nine months ended September 30, 2018, respectively, that would have been recorded had the 2019 acquisitions taken place on January 1, 2018 and the 2018 acquisitions taken place on January 1, 2017.