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Business Acquisitions
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Business Acquisitions

13. Business Acquisitions

On November 1, 2020, the Company acquired 100% of HBA Group in Australia, including 100% of the stock in each of HBA Group’s entities HBA Legal, Pillion and Paratus. HBA Legal is a legal services provider that will complement the Company’s Crawford TPA Solutions segment in Australia. The purchase price included an initial cash payment of $4,026,000, net of working capital adjustment, and a maximum $3,200,000 payable in cash over the next four years based on achieving certain revenue and EBITDA performance goals as set forth in the purchase agreement. The acquisition was funded primarily through additional borrowings under the Company’s credit facility.

The financial results of certain of the Company’s international subsidiaries, including HBA Group, are included in the Company’s consolidated financial statements on a two-month delayed basis. Accordingly, the acquisition of HBA was reported as of January 1, 2021.  

This acquisition was accounted for under the guidance of ASC 805-10, as a business combination under the acquisition method. As a result of the acquisition, the Company recognized net liabilities of ($880,000), definite-lived customer relationships of $1,574,000, and goodwill of $5,645,000. The customer relationships are amortized over an estimated life of 9 years. Goodwill is attributable to the synergies of the work force in place and business resources as a result of the combination of the companies. The Company does not expect that goodwill attributable to the acquisition will be deductible for tax purposes. 

The preliminary valuation of the assets acquired and liabilities assumed for HBA Group is as follows: