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Acquisition
12 Months Ended
Dec. 31, 2017
Acquisition [Abstract]  
Acquisition [Text Block]
2.
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 $9.5 million. 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 fair value of the assets acquired and liabilities assumed at the date of the transaction. 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.

 
Absolute
  
(in thousands)
  
Total purchase price
$
9,521
   
Purchase price allocation:
  
Cash
$
455
Contract receivables
 
5,121
Prepaid expenses and other current assets
 
68
Property, and equipment, net
 
184
Intangible assets
 
2,569
Accounts payable, accrued expenses, and other liabilities
 
(78)
Accrued compensation
 
(1,617)
Total identifiable net assets
 
6,702
   
Goodwill
 
2,819
   
Net assets acquired
$
9,521

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 $2.8 million. All of the $2.8 million of goodwill was assigned to our Nuclear Industry Training and Consulting segment.
The fair value of the assets acquired includes gross trade receivables of $5.1 million, of which the Company has collected in full subsequent to the acquisition. GSE did not acquire any other class of receivable as a result of the acquisition of Absolute.

The Company identified $2.6 million of other intangible assets, including customer relationships and trademarks/names with amortization periods of three to ten years. The following table summarizes the fair value of intangibles assets acquired at the date of acquisition and the related weighted average amortization period:

Intangible Assets
Weighted average amortization period
 
Fair Value
 
(in years)
 
(in thousands)
Customer relationships
10
$
1,856
Trademarks/Names
3
 
713
Total
 
$
2,569


Unaudited Pro Forma Financial Information
The acquired business contributed revenue of $8.7 million and earnings of $0.6 million to GSE for the period from September 20, 2017 to December 31, 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 depreciation and amortization that would have been charged assuming the fair value adjustments to fixed assets and intangible assets had been applied from January 1, 2016, with the consequential tax effects. In 2017, GSE and Absolute have 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 year ended December 31, 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.

(in thousands)
(unaudited)
 
Year Ended December 31,
 
2017
2016
Revenue
$
99,484
$
93,147
Net income
 
5,735
 
1,362