Note 5 - Acquisitions

6 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Business Combination Disclosure [Text Block]

5. Acquisition

On

April 17, 2017,

the Company completed the acquisition of

100%

of the outstanding capital stock of Eliza Holding Corp. (“Eliza”), for a preliminary purchase price of

$171.6

million funded with available liquidity of approximately

75%

cash on hand and

25%

from the Company’s existing credit line.

The allocation of the purchase price to the fair value of the assets acquired and the liabilities assumed as of

April 

17,

2017,

the effective date of the acquisition, is as follows (

in thousands

):

Cash and cash equivalents	$	435
Accounts receivable		8,902
Prepaid expenses		1,427
Property and equipment		1,146
Intangible assets		76,240
Goodwill		107,754
Other assets		63
Accounts payable		(2,620	)
Deferred tax liability		(19,681	)
Other liabilities		(2,057	)
Total purchase price	$	171,609

The purchase price allocated to the intangibles acquired was as follows (

in thousands

):

	Useful Life
Customer relationships	15 years	$	56,200
Intellectual property	6 years		19,600
Trade name	1.5 years		310
Restrictive covenants	1 year		130
Fair value of intangibles acquired		$	76,240

Acquisition costs recorded in the

second

quarter

2017

to selling, general and administrative expenses were as follows (

in thousands):

Other operating expenses - consulting fees	$	3,515
Other operating expenses - legal fees		832
Other operating expenses - transaction costs		185
Acquisition-related costs	$	4,532

The financial results of Eliza have been included in the Company’s consolidated financial statements since the date of acquisition.