(5)	Acquisitions

On August 10, 2018, the Company acquired all of the outstanding shares of Southern Counties Express, Inc. and certain of its affiliates (collectively, “Southern Counties”). Southern Counties provides full-service harbor drayage, transloading, warehousing, and project cargo services in southern California. The total purchase price was $65.7 million. To finance the acquisition, the Company executed an Amended and Restated Revolving Credit, Term Loan and Security Agreement dated August 10, 2018. Approximately $0.5 million of transaction related costs were incurred in the acquisition.

On February 1, 2018, the Company acquired all of the outstanding shares of Fore Transportation, Inc. and certain of its affiliates (collectively, “Fore”). Fore provides its customers with intermodal solutions, including local and regional drayage services. One of the acquired companies owns and leases real property and improvements, including a 28-acre terminal that serves as Fore’s corporate headquarters and a container storage facility. The total cash purchase price was $35.1 million. To fund the acquisition, the Company used a combination of cash and loan proceeds under its margin credit facility, revolving credit facility and secured real estate financing. Approximately $0.2 million of transaction related costs were incurred in the acquisition.

The Company accounted for the acquisitions in accordance with ASC 805 “Business Combinations.” Assets acquired and liabilities assumed were recorded at their estimated fair value at acquisition, with the remaining unallocated purchase price recorded as goodwill. The goodwill recorded is included in our transportation segment, and is non-deductible for income tax purposes. The preliminary allocation of the purchase price in each transaction is as follows (in thousands):

	Southern Counties			Fore
Current assets	$	5,359		$	6,077
Property and equipment		4,598			10,864
Goodwill		29,618			9,995
Intangible assets		35,690			12,108
Other assets		1,427			-
Current liabilities		(3,027	)		(1,234	)
Deferred tax liabilities, net		(7,983	)		(2,705	)
	$	65,682		$	35,105

The intangible assets represent the acquired companies’ customer relationships, trade names, and non-competition agreements. The acquired customer relationships are being amortized over a period of seven years to 15 years, trade names are being amortized over a period of three years, and the non-competition agreements are being amortized over a period of five years. The Company used the discounted cash flow method to estimate the fair value of these acquired intangible assets.

The following unaudited pro forma results of operations present consolidated information of the Company as if Southern Counties and Fore were acquired on January 1, 2017 (in thousands, except per share data):

	Thirteen Weeks Ended					Thirty-nine Weeks Ended
	September 29, 2018		September 30, 2017			September 29, 2018		September 30, 2017
Operating revenues	$	380,790	$	335,369		$	1,112,560	$	964,705
Income (loss) from operations	$	23,633	$	(1,596	)	$	69,799	$	15,915
Net income (loss)	$	15,570	$	(2,903	)	$	44,332	$	3,796
Earnings (loss) per common share:
Basic	$	0.55	$	(0.10	)	$	1.56	$	0.13
Diluted	$	0.55	$	(0.10	)	$	1.56	$	0.13

The unaudited pro forma consolidated results are presented for illustrative purposes and do not purport to represent what the results of operations would actually have been had we acquired Southern Counties and Fore on January 1, 2017. Further, the financial information does not purport to project the future operating results of the Company on a consolidated basis.

(5)	Acquisitions - continued

For the thirteen weeks ended September 29, 2018, actual revenue and operating income of the acquired companies was $18.8 million and $2.7 million, respectively. For the thirty-nine weeks ended September 29, 2018, actual revenue and operating income was $33.7 million and $4.6 million, respectively. There were no acquisitions during the thirteen weeks or thirty-nine weeks ended September 30, 2017.