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Acquisition
3 Months Ended
Mar. 31, 2018
Acquisition - Absolute [Abstract]  
Acquisition - Absolute [Text Block]
4. 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.

(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, which was collected in full after 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 10 years. The following table summarizes the fair value of intangible 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