Contingent Consideration

9 Months Ended

Sep. 30, 2016

Contingent Consideration [Abstract]

Contingent Consideration

4. Contingent Consideration

ASC 805, "Business Combinations", requires that contingent consideration be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. The Company estimates the fair value of contingent consideration based on financial projections of the acquired companies and estimated probabilities of achievement and then discounts the liabilities to present value using a weighted-average cost of capital. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting.  The Company believes that the estimates and assumptions are reasonable, however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations and could cause a material impact to, and volatility in, the operating results.  Changes in the fair value of contingent consideration obligations may result from changes in discount periods, changes in the timing and amount of revenue and/or earnings estimates, and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria.

As of September 30, 2016, and December 31, 2015, contingent consideration included in current liabilities totaled $0.7 million and $2.6 million, respectively.  As of September 30, 2016, and December 31, 2015, the Company also had accrued contingent consideration totaling $1.2 million and $1.1 million, respectively, which was reported as a noncurrent liability and represents the portion estimated to be payable greater than twelve months from the balance sheet date.  During the three and nine months ended September 30, 2016, the Company made no payments and a payment of $1.4 million, respectively, related to the liability-classified contingent consideration arrangements.  During the three and nine months ended September 30, 2015, the Company made no payments and a payment of $500,000, respectively, related to the liability-classified contingent consideration arrangements.