| Acquisitions |
Following is a
summary of acquisitions the Company completed during the periods
indicated (no acquisition completed in fiscal 2011):
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Year Ended
April 30, |
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2013(1)(2) |
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2012(3) |
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(in thousands) |
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Assets acquired
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$ |
32,784 |
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$ |
137 |
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Intangibles
acquired
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42,800 |
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— |
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Liabilities
acquired
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31,506 |
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38 |
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Net assets
acquired
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44,078 |
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99 |
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Purchase price
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126,917 |
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442 |
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Goodwill
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$ |
82,839 |
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$ |
343 |
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Acquisition
costs
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$ |
2,710 |
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$ |
— |
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Goodwill by
segment:
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Executive
Recruitment
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$ |
— |
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$ |
— |
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LTC
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82,839 |
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— |
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Futurestep
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— |
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343 |
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Goodwill
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$ |
82,839 |
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$ |
343 |
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| (1) |
On December 31, 2012,
the Company acquired all outstanding shares of Minneapolis-based
PDI, a leading, globally-recognized provider of leadership
assessment and development solutions, for $92.5 million, net of
cash acquired, which includes $14.9 million in contingent
consideration, for the achievement of certain post-closing
synergies. As of April 30, 2013, the contingent consideration
is included in other accrued liabilities in the accompanying
consolidated balance sheets, which is payable, upon reaching
post-closing synergies up to $8.0 million. The Company expects to
pay the entire amount of the contingent consideration during the
first quarter of fiscal 2014. PDI has been in business for
over 45 years and operates in more than 20 global locations. The
acquisition strengthens and expands the Company’s talent
management offerings through adding complementary product and
service offerings and rich intellectual property. Actual results of
operations of PDI are included in the Company’s consolidated
financial statements from December 31, 2012, the effective
date of the acquisition, and include $28.2 million in fee revenue
during fiscal 2013. |
| (2) |
On September 1, 2012,
the Company acquired all outstanding membership interests of Global
Novations, LLC, (“Global Novations”) a leading provider
of diversity and inclusion and leadership development solutions,
for $34.5 million in cash, net of cash acquired. Global Novations
has more than 150 offerings designed to develop leaders, enable
high-performing cultures and deliver business outcomes for its
clients. Key diversity and inclusion and leadership offerings
include consulting, training and education and e-learning. Global
Novations has more than 30 years of experience and has served
clients in more than 40 countries, including more than half of
the Fortune 100. The acquisition strengthens and expands the
Company’s talent management offerings through adding
complementary product and service offerings and rich intellectual
property. Actual results of operations of Global Novations are
included in the Company’s consolidated financial statements
from September 1, 2012, the effective date of the acquisition,
and include $17.4 million in fee revenue during fiscal
2013. |
| (3) |
On March 1, 2012, the
Company purchased Avature USA Recruiting Business and Avature
Argentina Recruiting Business. Avature USA Recruiting Business and
Avature Argentina Recruiting Business are engaged in providing
back-office functions including, database candidate searching, data
processing, filling forms, call-center activities, and other
administrative functions. As a result of these acquisitions, the
Company obtained the rights to certain client contracts from
Avature USA, license agreements to use the Customer Relationship
Management software, employees of Avature Argentina engaged in the
recruiting business and the office lease and equipment in Argentina
used in the recruiting business. Actual results of operations of
Avature USA Recruiting Business and Avature Argentina Recruiting
Business are included in the Company’s consolidated financial
statements from March 1, 2012, the effective date of the
acquisition. |
The aggregate
purchase price for PDI and Global Novations was allocated on a
preliminary basis to the assets acquired and liabilities assumed on
their estimated fair values at the date of acquisition. As of
April 30, 2013, these allocations remain preliminary as it
relates to, among other things, items such as working capital
adjustments and income taxes. The measurement period for purchase
price allocation ends as soon as information on the facts and
circumstances becomes available, not to exceed 12 months.
Adjustments to purchase price allocation may require a recasting of
the amounts allocated to goodwill retroactive to the period in
which the acquisitions occurred. Tax deductible goodwill from
fiscal 2013 acquisitions amounted to $20.5 million.
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