Acquisition

On September 20, 2017, GSE, through its wholly-owned subsidiary GSE Performance Solutions, Inc. ("Performance Solutions"), acquired 100% of the capital stock of Absolute Consulting, Inc. ("Absolute") for $8.8 million pursuant to the Stock Purchase Agreement by and among Performance Solutions and the sellers of Absolute. The purchase price was subject to a customary working capital adjustment resulting in total consideration of $8.9 million (subject to post-closing adjustment). An indemnification escrow of $1.0 million was funded from the cash paid to the sellers and is available to GSE and Performance Solutions to satisfy indemnification claims until September 20, 2019. The acquisition of Absolute was completed on an all-cash transaction basis.

Absolute is a provider of technical consulting and staffing solutions to the global nuclear power industry. Located in Navarre, Florida, Absolute has established long-term relationships with blue-chip customers primarily in the nuclear power industry. The acquisition of Absolute is expected to strengthen the Company's global leadership in nuclear training and consulting solutions, add new capacities to our technical consulting and staffing solutions offerings and bring highly complementary customers, while deepening relationships with existing clients.

The following table summarizes the consideration paid to acquire Absolute and the preliminary fair value of the assets acquired and liabilities assumed at the date of the transaction. Due to the recent completion of the acquisition of Absolute, the Company recorded the assets acquired and liabilities assumed at their preliminary estimated fair value. As of September 30, 2017, the Company had not finalized the determination of the fair value allocated to various assets and liabilities, including, but not limited to, contract receivables, prepaid expenses and other current assets, property, and equipment, intangible assets, accrued expenses, accrued compensation and the residual amount allocated to goodwill. The following amounts except for Cash are all reflected in the Consolidated Statement of Cash Flow within the "Acquisition of Absolute Consulting, Inc., net of cash acquired" line caption.

(in thousands)

Total purchase price	$	8,910

Purchase price allocation:
Cash	$	455
Contract receivables		5,121
Prepaid expenses and other current assets		70
Property, and equipment, net		102
Intangible assets		3,340
Accounts payable, accrued expenses, and other liabilities		(78)
Accrued compensation		(1,618)
Total identifiable net assets		7,392
Goodwill		1,518
Net assets acquired	$	8,910

The goodwill is primarily attributable to the additional capacities to offer broader solutions to new and existing customers and the expected enhanced cost and growth synergies as a result of the acquisition. The total amount of goodwill that is expected to be tax deductible is $1.5 million. All of the $1.5 million of goodwill was assigned to our Nuclear Industry Training and Consulting segment. As discussed above, the goodwill amount is provisional pending receipt of the final valuations for various assets and liabilities.

The fair value of the assets acquired includes gross trade receivables of $5.1 million, of which the Company expects to collect in full. GSE did not acquire any other class of receivable as a result of the acquisition of Absolute.

The Company identified $3.3 million of other intangible assets, including customer relationships, trademarks/names and non-compete agreements, with amortization periods of three to five years. The fair values of the intangible assets are provisional pending receipt of the final valuations for those assets.

Unaudited Pro Forma Financial Information

The acquired business contributed revenue of $1.2 million and earnings of $36,000 to GSE for the period from September 20, 2017 to September 30, 2017. The following unaudited pro forma summary presents consolidated information of GSE as if the business combination had occurred on January 1, 2016. The unaudited pro forma financial information was prepared based on historical financial information.

These pro forma amounts have been calculated after applying GSE's accounting policies and adjusting the results of Absolute to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied from January 1, 2016, with the consequential tax effects. In 2017, GSE has incurred $0.5 million of acquisition-related costs. These expenses are included in general and administrative expense on GSE's consolidated statements of operations and are reflected in pro forma earnings for the nine months ended September 30, 2016, in the table below. The pro forma financial information is not intended to reflect the actual results of operations that would have occurred if the acquisition had been completed on January 1, 2016, nor is it intended to be an indication of future operating results.

	Three months ended September 30,				Nine months ended September 30,
	2017		2016		2017		2016
	(unaudited and in thousands)
Revenue	$	23,055	$	24,097	$	77,470	$	70,175
Net (loss) income		(293)		241		448		(69)