XML 39 R19.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Acquisitions | 12 Months Ended
--- | ---
Apr. 30, 2018
Acquisitions | 12. Acquisitions The following is a summary of acquisitions the Company completed during the periods indicated (no acquisitions were completed in fiscal 2018 or 2017:
|  | Year Ended April 30, 2016 (1) |
|  | (in thousands) |
Receivables due from clients |  | $ | 116,509 |
Other current assets |  |  | 15,587 |
Property and equipment |  |  | 29,428 |
Intangible assets |  |  | 196,400 |
Other non-current assets |  |  | 7,345 |
Current liabilities |  |  | 125,640 |
Deferred compensation and other retirement plans |  |  | 31,400 |
Deferred tax liabilities |  |  | 58,729 |
Other liabilities |  |  | 8,536 |
Net assets acquired |  |  | 140,964 |
Purchase price |  |  | 476,885 |
Goodwill |  | $ | 335,921 |
Integration/acquisition costs |  | $ | 45,409 |
Goodwill by segment – Hay Group |  | $ | 335,921 |
(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 $14.5 million and $9.0 million were paid in fiscal 2018 and 2017, respectively) for certain employees of Legacy Hay subject to certain circumstances. The remaining balance will be payable within 45 days after November 30, 2018.
The acquisition strengthens the Company’s IP, 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. 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 and unaudited pro forma net income for fiscal 2016 were $1.6 billion and $23 million, respectively, as though the acquisition of Legacy Hay had occurred as of the beginning of fiscal 2016. 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.

X
- 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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration