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Business Combinations | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Business Combinations | NOTE 16 – BUSINESS COMBINATIONS In January 2018, the Company acquired TFC, a leading boutique loyalty strategy and marketing company based in London, U.K. The acquisition of TFC enhanced and extended the Company’s customer loyalty business to Europe. In August 2018, the Company acquired DMS Disaster Consultants (“DMS”), a disaster management and recovery firm based in Florida, to broaden its capabilities in support of assisting communities, businesses and individuals recover from man-made and nature disasters. DMS assists public sector clients with man-made and natural disaster planning and preparedness, and post-disaster response and recovery efforts by assisting clients in obtaining funding from the Federal Emergency Management Agency, insurance companies, and other sources. In October 2018, the Company acquired We Are Vista (“Vista”), a communications company headquartered in Leeds, U.K., with an additional presence in London. Vista provides advisory services and solutions to clients in the financial, retail, automobile, and energy industries and broadens the Company’s capabilities in the region. On January 31, 2020, the Company acquired all of the membership interests in Incentive Technology Group, LLC (“ITG”), a Virginia limited liability company, for the purchase price of $255.0 million (subject to post-closing and working capital adjustments). Headquartered in Arlington, Virginia, ITG is an information technology consulting firm that provides cloud-based platform services to the federal government. The acquisition is expected to augment the Company’s federal government business. The acquisition of ITG includes provisions that adjust the consideration transferred for excesses or shortfalls in the stipulated amount of working capital as of the acquisition date, as defined. The acquisition was accounted for under the purchase method. The preliminary allocation of the total purchase price to the tangible and intangible assets and liabilities of ITG is based on management’s preliminary estimate of fair value as of the acquisition date and is subject to revision until the purchase price adjustments and valuations of intangible assets and goodwill are finalized. The Company engaged an independent valuation firm to assist management in the allocation of the purchase price to goodwill and to other acquired intangible assets. The excess of the purchase price over the estimated fair value of the net tangible assets acquired was approximately $235.6 million. The Company has allocated approximately $188.3 million to goodwill and $47.3 million to other intangible assets. The goodwill recorded as part of the acquisition primarily reflects the value of providing an established platform to leverage the Company’s existing digital interactive technologies and domain expertise, synergies expected to arise from providing end-to-end customer solutions to a combined client-base across all channels, as well as any intangible assets that do not qualify for separate recognition. The ITG acquisition is treated as a deemed asset purchase for income tax purposes; therefore, goodwill and amortization of other intangibles created via this acquisition will be amortized for income tax purposes over 15 years. In December 2020, the Company completed the acquisition of Eco-Tech Consultants, Inc (“Eco-Tech”), is an ecological consulting firm located in Louisville, Kentucky. The firm provides a range of ecological services across the Eastern United States and will greatly increase the Company’s capacity to support a growing portfolio of transportation agency clients in the eastern United States. A prior acquisition’s purchase agreement included additional consideration in the form of two warranty and indemnity hold back payments, one for approximately $1.9 million, which was released in the second quarter of 2020, and the other for approximately $1.2 million scheduled to be released in the fourth quarter of 2022. The two warranty and indemnity liabilities were recorded at their fair value at the date of the acquisition discounting the liabilities at 3.0% and 3.25%, respectively. Separately or in the aggregate, the acquisitions were not significant to the Company’s financial statements taken as a whole.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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