XML 51 R30.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Acquisitions and Dispositions (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2021
Business Combinations [Abstract] |
Schedule of Business Acquisitions, by Acquisition | The preliminary purchase price allocation is as follows:
|  | Amount
Cash and cash equivalents |  | $ | 130,153 |
Accounts receivable |  | 413,839 |
Other current assets |  | 41,736 |
Fixed Assets |  | 80,047 |
Right-of-use lease assets - operating leases |  | 253,629 |
Intangible assets |  | 810,900 |
Other assets |  | 16,818 |
Accounts payable |  | (170,361) |
Accruals and other liabilities |  | (309,081) |
Advance billings |  | (211,403) |
Current portion of lease liabilities |  | (48,517) |
Current portion of deferred acquisition consideration |  | (53,054) |
Long-term debt |  | (901,736) |
Revolving credit facility |  | (109,954) |
Long-term portion of deferred acquisition consideration |  | (8,056) |
Long-term portion of lease liabilities |  | (289,128) |
Other liabilities |  | (132,394) |
Redeemable noncontrolling interests |  | (25,990) |
Preferred shares |  | (209,980) |
Noncontrolling interests |  | (151,090) |
Net liabilities assumed |  | (873,622) |
Goodwill |  | 1,299,374 |
Purchase price consideration |  | $ | 425,752 |
The preliminary purchase price allocation is as follows:
|  | Amount
Cash and cash equivalents |  | $ | 30,985 |
Accounts receivable |  | 28,685 |
Other current assets |  | 3,207 |
Fixed Assets |  | 237 |
Right-of-use lease assets - operating leases |  | 2,060 |
Intangible assets |  | 14,974 |
Other assets |  | 55 |
Accounts payable |  | (6,344) |
Accruals and other liabilities |  | (27,353) |
Advance billings |  | (15,956) |
Current portion of lease liabilities |  | (857) |
Income taxes payable |  | (967) |
Long-term portion of lease liabilities |  | (3,744) |
Other liabilities |  | (1,204) |
Net assets assumed |  | 23,778 |
Goodwill |  | 4,275 |
Purchase price consideration |  | $ | 28,053 |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of each acquisition (in thousands):
|  | 2020
|  | Sloane |  | Kettle |  | Truelogic |  | Total
Cash, cash equivalents and restricted cash |  | $ | — |  |  | $ | 49 |  |  | $ | 90 |  |  | $ | 139 |
Accounts receivable and other current assets |  | 2,768 |  |  | 2,732 |  |  | 2,958 |  |  | 8,458 |
Other noncurrent assets |  | — |  |  | 172 |  |  | 10 |  |  | 182 |
Intangible assets |  | 5,900 |  |  | 1,930 |  |  | 9,500 |  |  | 17,330 |
Property and equipment |  | 72 |  |  | 58 |  |  | 50 |  |  | 180 |
Right-of-use lease assets – operating leases |  | — |  |  | 533 |  |  | 201 |  |  | 734 |
Accounts payable and other current liabilities |  | (469) |  |  | (552) |  |  | (1,063) |  |  | (2,084) |
Advanced billings |  | (130) |  |  | (310) |  |  | (429) |  |  | (869) |
Operating lease liabilities |  | — |  |  | (533) |  |  | (201) |  |  | (734) |
Goodwill |  | 16,275 |  |  | 1,323 |  |  | 6,184 |  |  | 23,782 |
Total net assets acquired |  | $ | 24,416 |  |  | $ | 5,402 |  |  | $ | 17,300 |  |  | $ | 47,118 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table presents the details of identifiable intangible assets acquired.
|  | Estimated Fair Value |  | Estimated Useful Life in Years
Trade Names |  | $ | 98,000 |  |  | 10
Customer Relationships |  | 712,900 |  |  | 6-20
Total Acquired Intangible Assets |  | $ | 810,900 |  |  |
The weighted average life of the total acquired identifiable intangible assets is ten years. The following table presents the details of identifiable intangible assets acquired.
|  | Estimated Fair Value |  | Estimated Useful Life in Years
Trade Names |  | $ | 1,349 |  |  | 15
Customer Relationships |  | 13,625 |  |  | 10
Total Acquired Intangible Assets |  | $ | 14,974 |  |  |
The following table reports the fair value of intangible assets acquired, including the corresponding weighted average amortization periods, as of the date of each acquisition (in thousands, except years):
|  |  |  | 2020
|  | Weighted Average Amortization Period |  | Sloane |  | Kettle |  | Truelogic |  | Total
Customer relationships |  | 10 years |  | $ | 4,600 |  |  | $ | 1,600 |  |  | $ | 9,100 |  |  | $ | 15,300 |
Trade names and trademarks |  | 11 years |  | 1,300 |  |  | 330 |  |  | 400 |  |  | 2,030 |
Total |  |  |  | $ | 5,900 |  |  | $ | 1,930 |  |  | $ | 9,500 |  |  | $ | 17,330 |
Business Acquisition, Pro Forma Information | The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time.
|  | Twelve Months Ended December 31, 2021 |  | Twelve Months Ended December 31, 2020
Revenue |  | $ | 2,224,343 |  |  | $ | 2,087,025 |
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time.
|  | Twelve Months Ended December 31, 2021 |  | Twelve Months Ended December 31, 2020
Revenue |  | $ | 1,488,532 |  |  | $ | 902,577 |
Net Income |  | 38,719 |  |  | 72,715 |
The following table summarizes the total revenue and net income included in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the twelve months ended December 31, 2020 from the date of each acquisition (in thousands):
|  | Twelve Months Ended December 31, 2020
Revenue |  | $ | 22,381 |
Net Income |  | 2,685 |
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time (in thousands):
|  | Twelve Months Ended December 31, 2020
Revenue |  | $ | 911,203 |
Net Income |  | 75,767 |

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

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 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: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 + Details
Name: | us-gaap_ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration