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Business Combinations | 6 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Business Combinations | Business Combinations On October 4, 2021 ("the Acquisition Date"), the Company completed a tender offer process resulting in the Company's acquisition of approximately 90% of GCA Corporation's (“GCA”) common stock for cash consideration of $531.9 million. The Company then acquired the GCA shares not purchased through the tender offer by way of a second-step transaction, which occurred on November 5, 2021 for $57.7 million. The consideration for these shares was paid on January 20, 2022. This all-cash transaction was valued at approximately $589.6 million, based on the consideration of ¥1,398 per share of GCA. GCA is a global technology-focused investment bank providing M&A advisory and capital markets advisory services in Europe, Japan/Asia, and the United States. The addition of GCA significantly increases the Company's position in the technology sector, which is critical to meeting the needs of our clients as technology increasingly touches every business sector. GCA also increases the depth and breadth of our UK and European operations and this significant increase in scale has a direct impact on our ability to better serve our clients, both corporate and private equity, and meaningfully expands our geographic footprint in the UK and Europe. GCA also creates a significant platform for us to build from in the Asia Pacific region, meaningfully increasing our presence there and allowing us to begin to reach for scale in this rapidly growing part of the world.
Acquisition Consideration |
GCA common shares, including employee share-based payment awards outstanding, as of the Acquisition Date | 49,382,808 |
Cash consideration per share | ¥ | 1,398 |
Cash consideration for tendered common shares | $ | 531,883 |
Cash consideration for remaining shares purchased | 57,686 |
Total cash consideration | $ | 589,569 |
The Company financed the acquisition with cash on hand. Purchase Price Allocation The following table summarizes the fair value of assets acquired and liabilities assumed as part of the GCA acquisition. We made significant estimates and exercised significant judgment in estimating fair values and accounting for such acquired assets and liabilities. The intangible assets subject to amortization will be amortized on a straight-line basis over their estimated useful lives as of the acquisition date. Measurement period adjustments recognized in the second quarter of fiscal 2023 related to updated estimated fair values for income taxes receivable/(payable) and deferred income taxes with no such adjustments recognized in the first quarter of fiscal 2023.
| Previously Reported As Of June 30, 2022 |  | Measurement Period Adjustments |  | Fair Value As Of September 30, 2022 |  | Weighted-Average Amortization Period
Assets acquired: |  |  |  |  |  |  |
Cash and cash equivalents | $ | 228,877 |  |  | $ | — |  |  | $ | 228,877 |  |  |
Investment securities | 515 |  |  | — |  |  | 515 |  |  |
Accounts receivable | 54,804 |  |  | — |  |  | 54,804 |  |  |
Unbilled work in progress | 4,672 |  |  | — |  |  | 4,672 |  |  |
Income taxes receivable | 1,771 |  |  | (1,771) |  |  | — |  |  |
Deferred income taxes | — |  |  | 1,876 |  |  | 1,876 |  |  |
Property and equipment | 8,727 |  |  | — |  |  | 8,727 |  |  |
Operating lease right-of-use assets | 27,383 |  |  | — |  |  | 27,383 |  |  |
Other assets | 20,506 |  |  | — |  |  | 20,506 |  |  |
Intangible assets other than goodwill |  |  |  |  |  |  |
Backlog | 42,000 |  |  | — |  |  | 42,000 |  |  | 1.2 years
Trade name | 17,100 |  |  | — |  |  | 17,100 |  |  | 2.0 years
Customer relationships | 15,200 |  |  | — |  |  | 15,200 |  |  | 1.0 year
Total intangible assets acquired | 74,300 |  |  | — |  |  | 74,300 |  |  | 1.3 years
Total assets | 421,555 |  |  | 105 |  |  | 421,660 |  |  |
Liabilities assumed: |  |  |  |  |  |  |
Accrued salaries and bonuses | 152,409 |  |  | — |  |  | 152,409 |  |  |
Accounts payable and accrued expenses | 22,722 |  |  | — |  |  | 22,722 |  |  |
Payable to affiliates | 15 |  |  | — |  |  | 15 |  |  |
Deferred income | 78 |  |  | — |  |  | 78 |  |  |
Deferred income taxes | 3,552 |  |  | (3,552) |  |  | — |  |  |
Income taxes payable | — |  |  | 2,697 |  |  | 2,697 |  |  |
Operating lease liabilities | 27,527 |  |  | — |  |  | 27,527 |  |  |
Other liabilities | 19,897 |  |  | — |  |  | 19,897 |  |  |
Total liabilities | 226,200 |  |  | (855) |  |  | 225,345 |  |  |
Net identifiable assets acquired | 195,355 |  |  | 960 |  |  | 196,315 |  |  |
Goodwill | 394,214 |  |  | (960) |  |  | 393,254 |  |  |
Total GCA equity value | $ | 589,569 |  |  | $ | — |  |  | $ | 589,569 |  |  |
We applied the acquisition method of accounting in accordance with Financial Accounting Standards Board ("FASB") ASC Topic 805, Business Combinations ("ASC 805"). Goodwill of $393.3 million was recognized as a result of the transaction and relates to (i) the value of assets that do not meet the definition of an identifiable intangible asset under ASC 805, but that do contribute to the value of the acquired business, including the assembled workforce and relationships with customers that are not tracked; (ii) the assemblage value associated with acquiring an on-going business whose value is worth more than simply the sum of its parts; and (iii) the expected synergies associated with combining global operations. None of the goodwill recognized is expected to be deductible for federal income tax purposes. The goodwill recognized is attributable to our CF business segment. The results of operations for GCA have been included in the Company's Consolidated Financial Statements since the Acquisition Date. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information is presented to illustrate the estimated effects of the acquisition of GCA on the Company as if it had occurred on April 1, 2020, the first day of the Company's fiscal 2021, and is not necessarily indicative of either future results of operations or results that may have been achieved had the acquisition been consummated as of this date. The below unaudited pro forma results include certain pro forma adjustments to net earnings that were directly attributable to the acquisition, as if the acquisition had occurred on April 1, 2020, including the following: •Elimination of transaction costs incurred by the Company directly attributable to the GCA acquisition of $0 and $(1,006), for the three months ended September 30, 2022 and 2021, respectively, and $0 and $(1,077) for the six months ended September 30, 2022 and 2021, respectively. •An increase/(decrease) of amortization expense of $(14,688) and $2,138, for the three months ended September 30, 2022 and 2021, respectively, and $(29,306) and $11,680 for the six months ended September 30, 2022 and 2021, respectively, directly attributable to the GCA acquisition. This amortization was recognized as a result of the allocation of purchase consideration to the definite-lived intangible assets subject to amortization, noted above. •Resulting tax impact of above adjustments of $4,098 and $(316), for the three months ended September 30, 2022 and 2021, respectively, and $5,246 and $(2,619) for the six months ended September 30, 2022 and 2021, respectively.
| (Unaudited)
| Three Months Ended September 30, |  | Six Months Ended September 30,
| 2022 |  | 2021 |  | 2022 |  | 2021
Revenue | $ | 489,537 |  |  | $ | 669,230 |  |  | $ | 908,181 |  |  | $ | 1,212,704 |
Net income | $ | 71,320 |  |  | $ | 115,860 |  |  | $ | 155,572 |  |  | $ | 213,993 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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