Note 12.

Acquisitions

First Quarter 2017

During the three months ended March 31, 2017, we acquired substantially all of assets of one business; Pacific Coastal Pension and Insurance Services, Inc. (“Pacific Coastal”). Aggregate consideration for this acquisition consisted of approximately $0.6 million in cash consideration and $1.7 million in contingent consideration.

Under the terms of the acquisition agreement, a portion of the purchase price is contingent on future performance of the business acquired. Utilizing a probability weighted income approach, we determined that the fair value of the contingent consideration arrangement for this acquisition was $1.7 million, of which $0.5 million was recorded in “Contingent purchase price liability – current” and $1.2 million was recorded in “Contingent purchase price liability – non-current” in the accompanying Consolidated Balance Sheets at March 31, 2017.

Annualized revenue attributable to Pacific Coastal is estimated to be approximately $1.4 million. Pro forma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to our “Income from continuing operations before income taxes.”

The acquisition of Pacific Coastal, located in Morgan Hill, California, was effective February 1, 2017. Pacific Coastal provides defined contribution third party administrative and consulting services. Operating results are reported in the Benefits and Insurance Services practice group. The estimated fair values of the assets acquired and the liabilities assumed during the three months ended March 31, 2017 are as follows (in thousands):

	Three Months Ended
	March 31, 2017
Accounts receivable, net	$	161
Identifiable intangible assets		897
Current liabilities		(309	)
Total identifiable net assets	$	749
Goodwill		1,515
Aggregate purchase price	$	2,264

The goodwill of $1.5 million arising from the acquisition in the first three months of 2017 primarily results from expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new business within the CBIZ organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position. A significant portion of the goodwill is deductible for income tax purposes. The operating results of Pacific Coastal are included in the accompanying consolidated financial statements beginning on the date of acquisition.

First Quarter 2016

During the three months ended March 31, 2016, we acquired substantially all of the non-attest assets of one business; Millimaki Eggert, L.L.P., (“Millimaki”). Aggregate consideration for this acquisition consisted of approximately $1.1 million in cash consideration and $1.2 million in contingent consideration.

Under the terms of the acquisition agreement, a portion of the purchase price is contingent on future performance of the business acquired. Utilizing a probability weighted income approach, we determined that the fair value of the contingent consideration arrangement for this acquisition was $1.2 million, of which $0.5 million was recorded in “Contingent purchase price liability – current” and $0.7 million was recorded in “Contingent purchase price liability – non-current” in the Consolidated Balance Sheets at March 31, 2016.

Annualized revenue attributable to Millimaki is estimated to be approximately $2.4 million. Pro forma results of operations for this acquisition have not been presented because the effects of the acquisition were not material to our “Income from continuing operations before income taxes.”

The acquisition of Millimaki, located in San Diego, California, was effective January 1, 2016. Millimaki provides professional tax, accounting, and financial services, with a specialty niche practice in the real estate sector, to closely held businesses, their owners, and mid-to-high net worth individuals. Operating results are reported in the Financial Services practice group. The estimated fair values of the assets acquired and the liabilities assumed during the three months ended March 31, 2016 were as follows (in thousands):

	Three Months Ended
	March 31, 2016
Accounts receivable, net	$	325
Other assets		38
Identifiable intangible assets		1,005
Current liabilities		(49	)
Total identifiable net assets	$	1,319
Goodwill		988
Aggregate purchase price	$	2,307

The goodwill of $1.0 million arising from the acquisition in the first three months of 2016 primarily results from expected future earnings and cash flows from the existing management team, as well as the synergies created by the integration of the new business within the CBIZ organization, including cross-selling opportunities expected with our Financial Services practice group and the Benefits and Insurance Services practice group, to help strengthen our existing service offerings and expand our market position. All of the goodwill is deductible for income tax purposes. The operating results of Millimaki are included in the accompanying consolidated financial statements beginning on the date of acquisition.

Client Lists

During the three months ended March 31, 2017, we did not purchase any client lists. During the three months ended March 31, 2016, we purchased two clients lists, both of which are reported in the Benefits and Insurance Services practice group. Total consideration for these client lists was $0.2 million in cash consideration, $1.0 million of guaranteed future consideration and $0.7 million of contingent consideration.

Change in Contingent Purchase Price Liability for Previous Acquisitions

During the three months ended March 31, 2017 and 2016, the fair value of the contingent purchase price liability related to prior acquisitions increased by $0.6 million and decreased by $1.3 million, respectively. These changes in fair value are attributable to subsequent measurement adjustments based on projected future results of the acquired businesses, net present value adjustments and changes in stock price. These adjustments are included in “Other income, net” in the accompanying Consolidated Statements of Comprehensive Income.

Contingent Earnouts for Previous Acquisitions

We paid $2.9 million in cash and issued approximately 47,000 shares of our common stock during the three months ended March 31, 2017 for previous acquisitions. During the same period last year, we paid $2.0 million in cash and issued approximately 32,000 shares of our common stock.