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Acquisition
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisition

5.  ACQUISITION

 

On January 2, 2020, we acquired Tekzenit Inc. (“Tekzenit”) for a purchase price of approximately $10 million.  This acquisition will allow us to accelerate our go-to-market approach serving clients who are focused on improving their customers’ experience while transforming their business.  The purchase agreement includes provisions for additional purchase price (“Provisional Purchase Price”) payments in the form of earn-out and qualified sales payments for up to $10 million over a three-year measurement period upon meeting certain financial and sales criteria.  Of the Provisional Purchase Price amount, $6 million is considered contingent purchase price payments, of which $1.5 million was accrued upon acquisition. The remaining $4 million is tied to certain financial and sales criteria over a defined service period by the eligible recipients, and is therefore accounted for as post-acquisition compensation.  As of September 30, 2020, we have not accrued any amounts related to the post-acquisition compensation payments due to the uncertainty of payment.  

 

There were no material changes to the purchase accounting estimated fair values of assets acquired and liabilities assumed during the third quarter of 2020.  As of September 30, 2020, the purchase accounting for the Tekzenit acquisition was complete.  We recorded goodwill of $9.1 million and acquired client contracts of $2.9 million and liabilities assumed primarily include the contingent purchase price liabilities of $1.5 million.