Contingent Earn-Out Consideration
|9 Months Ended|
Sep. 30, 2020
|Text Block [Abstract]|
|Contingent Earn-Out Consideration||
NOTE 4. CONTINGENT
Our acquisitions may include contingent
earn-outconsideration as part of the purchase price under which we will make future payments to the seller upon the achievement of certain benchmarks. The fair value of the contingent
earn-outconsideration is estimated as of the acquisition date at the present value of the expected contingent payments to be made using a probability-weighted discounted cash flow model for probabilities of possible future payments. The present value of the expected future payouts is accreted to interest expense over the
earn-outperiod. The fair value estimates use unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in FASB ASC Topic 820, “
Fair Value Measurements and Disclosures,”as Level 3 inputs discussed in detail in Note 14.
We review the probabilities of possible future payments to the estimated fair value of any contingent
earn-outconsideration on a quarterly basis over the
earn-outperiod. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent
earn-outconsideration liability will increase or decrease, up to the contracted limit, as applicable. Changes in the estimated fair value of the contingent
earn-outconsideration are reflected in our results of operations in the period in which they are identified. Changes in the estimated fair value of the contingent
earn-outconsideration may materially impact and cause volatility in our operating results.
At September 30, 2020, our estimated contingent
earn-outliability was $7,000 compared to $19,000 at December 31, 2019. The changes in our estimate of the contingent
earn-outliability reflect volatility from variables, including revenue growth, page views or session time. We made no cash payments for contingent
earn-outconsideration during the
nine months ended September 30, 2020.