XML 47 R35.htm IDEA: XBRL DOCUMENT
v3.20.2

Acquisitions (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2020
Business Combinations [Abstract] |
Schedule of Business Acquisitions Aggregate Detail | The aggregate details of the Company’s acquisition activity are as follows:
| Acquisitions Completed in
| Nine Months Ended |  | Year Ended
| September 30, |  | December 31,
| 2020 |  | 2019
Number of acquisitions | 4 |  |  | 4 |
Cash paid at closing (1) | $ | 70,984 |  |  | $ | 36,577 |
Cash acquired | (2,064) |  |  | (2,523) |
Net cash paid | $ | 68,920 |  |  | $ | 34,054 |
(1)Of the cash paid at closing during the nine months ended September 30, 2020, $3,413 was deposited into an escrow account to secure any potential indemnification and other obligations of the seller.
Schedule of Business Acquisitions Contingent Consideration | The fair value of the contingent consideration from acquisitions is included in the consolidated balance sheets as follows:
| September 30, |  | December 31,
| 2020 |  | 2019
Accruals and other current liabilities | $ | 3,583 |  |  | $ | 5,100 |
Other liabilities | 1,560 |  |  | 1,499 |
Contingent consideration from acquisitions | $ | 5,143 |  |  | $ | 6,599 |
Non-contingent consideration from acquisitions of $91 and $900 as of September 30, 2020 and December 31, 2019, respectively, is included in Accruals and other current liabilities in the consolidated balance sheets.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following summarizes the fair values of the assets acquired and liabilities assumed as well as the weighted average useful lives assigned to acquired intangible assets at the respective date of each acquisition (including contingent consideration):
| Acquisitions Completed in |  |
| Nine Months Ended |  | Year Ended |  |
| September 30, |  | December 31, |  |
| 2020 |  | 2019 |  |
Consideration: |  |  |  |  |
Cash paid at closing | $ | 70,984 |  |  | $ | 36,577 |  |  |
Contingent consideration | 1,902 |  |  | 4,498 |  |  |
Deferred payment obligations to (from) sellers | (141) |  |  | — |  |  |
Total consideration | $ | 72,745 |  |  | $ | 41,075 |  |  |
Assets acquired and liabilities assumed: |  |  |  |  |
Cash | $ | 2,064 |  |  | $ | 2,523 |  |  |
Prepaid and other current assets | 5,671 |  |  | 1,782 |  |  |
Operating lease right-of-use assets | 1,668 |  |  | — |  |  |
Property and equipment | 172 |  |  | 411 |  |  |
Other assets | 36 |  |  | 84 |  |  |
Customer relationship asset (weighted average useful life of 7 years) | 8,854 |  |  | 6,534 |  |  |
Software and technology (weighted average useful life of 3 years) | 2,207 |  |  | 2,423 |  |  |
Non-compete agreement (useful life of 5 years) | 200 |  |  | 150 |  |  |
Trademarks (weighted average useful life of 9 and 5 years, respectively) | 3,050 |  |  | 1,431 |  |  |
Total identifiable assets acquired excluding goodwill | 23,922 |  |  | 15,338 |  |  |
Accruals and other current liabilities | (2,458) |  |  | (3,538) |  |  |
Deferred revenues | (4,274) |  |  | (2,897) |  |  |
Operating lease liabilities | (1,668) |  |  | — |  |  |
Deferred income taxes | (1,005) |  |  | (1,869) |  |  |
Other liabilities | (87) |  |  | — |  |  |
Total liabilities assumed | (9,492) |  |  | (8,304) |  |  |
Net identifiable assets acquired excluding goodwill | 14,430 |  |  | 7,034 |  |  |
Goodwill | 58,315 |  |  | 34,041 |  |  |
Net assets acquired | $ | 72,745 |  |  | $ | 41,075 |  |  |

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionContingentConsiderationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=121647850&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration