Deferred Acquisition Consideration

6 Months Ended

Jun. 30, 2021

Acquisitions and Dispositions

2021 Acquisition

On April 26, 2021, the Company acquired the remaining 40% ownership interest of Gale it did not already own for an aggregate purchase price of approximately $20,000, comprised of $7,695, which was settled with Company stock and deferred payments with an estimated present value at the acquisition date of $11,406, to be paid in 2022 and 2023. The difference between the purchase price and the noncontrolling interest of $10,339 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets.

2020 Acquisition

On July 1, 2020, the Company acquired the remaining 10% ownership interest of Veritas it did not already own for an aggregate purchase price of $2,187, of which $1,087 was a deferred cash payment. As a result of the transaction, the Company reduced noncontrolling and redeemable noncontrolling interests by $2,651. The difference between the purchase price and the noncontrolling interest of $464 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets.

On March 19, 2020, the Company acquired the remaining 22.5% ownership interest of KWT Global it did not already own for an aggregate purchase price of $2,118, comprised of a closing cash payment of $729 and contingent deferred acquisition payments with an estimated present value at the acquisition date of $1,389. The contingent deferred payments were based on the financial results of the underlying business from 2019 to 2020 with final payment made in 2021. As a result of the transaction, the Company reduced redeemable noncontrolling interests by $1,615. The difference between the purchase price and the redeemable noncontrolling interest of $503 was recorded in Common stock and other paid-in capital in the Unaudited Condensed Consolidated Balance Sheets.

2020 Disposition

On February 14, 2020, the Company sold substantially all the assets and certain liabilities of Sloane and Company LLC (“Sloane”), an indirectly wholly owned subsidiary of the Company, to an affiliate of The Stagwell Group LLC (“Stagwell”), for an aggregate sale price of $26,696, consisting of cash received at closing plus contingent deferred payments expected to be paid over the next two years. The sale resulted in a gain of $16,827, which is included in Other, net within the Unaudited Condensed Consolidated Statements of Operations. Sloane was included within Allison & Partners which is included within the All Other category.

Deferred Acquisition ConsiderationDeferred acquisition consideration on the balance sheet consists of deferred obligations related to contingent and fixed purchase price payments, and to a lesser extent, contingent and fixed retention payments tied to continued employment of specific personnel. Contingent deferred acquisition consideration is recorded at the acquisition date fair value and adjusted at each reporting period through operating income, for contingent purchase price payments, or net interest expense, for fixed purchase price payments. The Company accounts for certain retention payments through operating income as stock-based compensation over the required retention period.

The following table presents changes in contingent deferred acquisition consideration, which is measured at fair value on a recurring basis using significant unobservable inputs, and a reconciliation to the amounts reported on the balance sheets as of June 30, 2021 and December 31, 2020.


	June 30,		December 31,
	2021		2020
Beginning Balance of Contingent Payments	$	82,802	$	74,671
Payments	(44,324)		(46,792)
Redemption value adjustments (1)	18,552		44,993
Additions - Acquisitions and step-up transactions	11,406		7,703
Other	(768)		2,227
Ending balance of contingent payments	$	67,668	$	82,802
Fixed Payments	—		263
	$	67,668	$	83,065

(1) Redemption value adjustments are fair value changes from the Company’s initial estimates of deferred acquisition payments and stock-based compensation charges relating to acquisition payments that are tied to continued employment. Redemption value adjustments are recorded within Office and general expenses on the Unaudited Condensed Consolidated Statements of Operations.

The following table presents the impact to the Company’s Statements of operations due to the redemption value adjustments for the contingent deferred acquisition consideration:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Loss (income) attributable to fair value adjustments	$	5,612	$	2,312	$	17,297	$	(2,288)
Stock-based compensation	548		(496)		1,255		1,529
Redemption value adjustments	$	6,160	$	1,816	$	18,552	$	(759)