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Acquisitions
3 Months Ended
Mar. 31, 2015
Acquisitions  
Acquisitions

 

Note 3 — Acquisitions

 

Our recent acquisition activity is detailed below.  The Company’s consolidated financial statements include the operating results of this business from the date of acquisition.  Pro forma results of operations have not been presented because they are not material to the Company’s consolidated results of operations.

 

Angus Octan Scotland Ltd.

 

On October 31, 2014, our subsidiary Hill International (UK) Ltd. acquired all of the outstanding common stock of Angus Octan Scotland Ltd., which included its subsidiary companies Cadogan Consultants Ltd., Cadogan Consult Ltd. and Cadogan International Ltd. (collectively, “Cadogans”).  Cadogans, with 27 professionals, has offices in Glasgow and Dundee.  The acquisition expanded Hill’s construction claims business and provided additional resources in the energy and industrial sectors.  Total consideration for the acquisition was £2,719,000 (approximately $4,350,000 at the date of acquisition).  The consideration consists of cash payments of £1,000,000 ($1,600,000) at closing, £600,000 ($960,000) on November 25, 2014, £400,000 ($640,000) on December 23, 2014, £519,000 ($830,000) to be paid on October 31, 2015 and an earn-out based upon the average earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the two-year period ending on October 31, 2016 (which amount shall not be less than £0 nor more than £200,000).  Two of the selling shareholders may receive an earn-out in five annual installments of up to £100,000 each ($160,000), which will be charged to earnings, provided that Cadogans’ EBITDA for each of the years ending October 31, 2015, 2016, 2017, 2018 and 2019 is equal to or greater than £396,000 ($633,000).  The Company accrued the potential additional consideration of £719,000 ($1,150,000), of which £519,000 (approximately $830,000) is included in other current liabilities and £200,000 (approximately $320,000) is included in other liabilities in the consolidated balance sheet at March 31, 2015.