| Acquisitions |
12. Acquisitions
The following is a summary of acquisitions the Company completed
during the periods indicated (no acquisitions were completed in
fiscal 2017):
|
|
|
|
|
|
|
|
|
| |
|
Year Ended April 30, |
|
| |
|
2016 (1) |
|
|
2015 (2) |
|
| |
|
(in thousands)
|
|
|
Receivables due from clients
|
|
$ |
116,509 |
|
|
$ |
3,085 |
|
|
Other current assets
|
|
|
15,587 |
|
|
|
56 |
|
|
Property and equipment
|
|
|
29,428 |
|
|
|
202 |
|
|
Intangible assets
|
|
|
196,400 |
|
|
|
6,600 |
|
|
Other non-current assets
|
|
|
7,345 |
|
|
|
18 |
|
|
Current liabilities
|
|
|
125,640 |
|
|
|
2,635 |
|
|
Deferred compensation and other retirement plans
|
|
|
31,400 |
|
|
|
— |
|
|
Deferred tax liabilities
|
|
|
58,729 |
|
|
|
— |
|
|
Other liabilities
|
|
|
8,536 |
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
Net assets acquired
|
|
|
140,964 |
|
|
|
7,270 |
|
|
Purchase price
|
|
|
476,885 |
|
|
|
17,496 |
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$ |
335,921 |
|
|
$ |
10,226 |
|
|
|
|
|
|
|
|
|
|
|
Integration/acquisition costs
|
|
$ |
45,409 |
|
|
$ |
959 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill by segment – Hay Group
|
|
$ |
335,921 |
|
|
$ |
10,226 |
|
|
|
|
|
|
|
|
|
|
| (1) |
On December 1, 2015, the Company
completed its acquisition of Legacy Hay, a global leader in people
strategy and organizational performance, for $476.9 million, net of
cash acquired. The purchase price consisted of $259.0 million in
cash ($54 million from foreign locations), net of estimated cash
acquired and 5,922,136 shares of the Company’s common stock,
par value $0.01 per share (the “Consideration Shares”),
representing an aggregate value of $217.9 million based on the
closing price of the Company’s common stock on The New York
Stock Exchange on November 30, 2015. On November 23,
2015, the Company borrowed $150 million from the Term Facility, to
finance a portion of the Legacy Hay acquisition purchase price. As
part of the acquisition, the Company has committed to a $40 million
retention pool (of which $9.0 million was paid in fiscal 2017) for
certain employees of Legacy Hay subject to certain circumstances.
Of the remaining balance, 50% will be payable within 45 days after
November 30, 2017 and the remaining 50% will be payable within
45 days after November 30, 2018. |
| |
The acquisition strengthens the
Company’s intellectual property, enhances our geographical
presence, adds complimentary capabilities to further leverage
search relationships and broadens capabilities for assessment and
development. It improves our ability to support the global business
community not only in attracting top talent and designing
compensation and reward incentives, but also with an integrated
approach to the entire leadership and people continuum. Actual
results of operations of Legacy Hay are included in the
Company’s consolidated financial statements from
December 1, 2015, the effective date of the acquisition, and
includes $186.8 million, $740.2 million and $28.5 million in fee
revenue, total assets and Adjusted EBITDA, respectively, with an
Adjusted EBITDA margin of 14.4%, during fiscal 2016. Legacy Hay is
included in the Hay Group segment. |
| (2) |
On March 1, 2015, the Company
acquired all outstanding membership interests of Pivot Leadership,
a global provider of innovative, customized and scalable executive
development programs, for $17.5 million, net of cash acquired,
which includes $2.2 million in contingent consideration. As of
April 30, 2017 and 2016, the fair value of the contingent
consideration is $1.3 million and $3.0 million and is included in
other liabilities in the accompanying consolidated balance sheets.
The contingent consideration is based on the achievement of certain
revenue targets and can be up to $6.5 million, payable in four
installments in fiscal 2017 to 2020. In fiscal 2017, the Company
paid $1.1 million due to meeting certain revenue targets. The
acquisition allows us to integrate the Company’s talent
management solution with Pivot’s executive learning
capabilities. Actual results of operations of Pivot Leadership are
included in the Company’s consolidated financial statements
from March 1, 2015, the effective date of the acquisition, and
includes $3.7 million and $20.0 million in fee revenue and total
assets, respectively, during fiscal 2015. Tax deductible goodwill
from the Pivot Leadership acquisition was $7.4 million as of
April 30, 2017 and 2016. |
The aggregate purchase price for Legacy Hay was allocated on a
preliminary basis to the assets acquired and liabilities assumed on
their estimated fair values at the date of acquisition. During
fiscal 2017, the Company finalized the purchase price allocation by
recording a decrease to goodwill of $8.2 million primarily as a
result of tax returns filed for periods prior to the acquisition
and an increase in other assets.
Pro forma financial information (unaudited)
Unaudited pro forma consolidated fee revenue was $1.6 billion for
both fiscal 2016 and 2015, and unaudited pro forma consolidated net
income was $23 million and $75 million for fiscal 2016 and 2015,
respectively, as though the acquisition of Legacy Hay had occurred
as of the beginning of fiscal 2015. The unaudited pro forma
financial information is for illustrative purposes and is not
indicative of the results of operations that would have been
realized if the acquisition had been completed on the date
indicated, nor is it indicative of future operating results.
The unaudited pro forma results primarily include adjustments for
amortization charges for acquired intangible assets and property
and equipment, compensation expense for retention awards and
imputed interest expense on Term Facility and the related tax
effect on the aforementioned items.
|