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Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests
12 Months Ended
Apr. 30, 2017
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests  
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests

12. Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests

         Certain subsidiaries have equity based compensation arrangements with certain subsidiary's employees and minority shareholders. These arrangements are stock appreciation rights, deferred compensation agreements and liabilities to noncontrolling interest holders. Since these arrangements are typically settled in cash or notes, and do not meet the criteria established by ASC 718 to be accounted for in "Stockholders' equity", they are accounted for as liability awards. As a result of the guidance stated within ASC 718, we have recorded these liability awards at fair value as of April 30, 2017 and 2016.

        Stock appreciation rights—Certain subsidiaries have granted stock appreciation rights to certain employees under which payments are dependent on the appreciation in the book value per share, adjusted for certain provisions, of the applicable subsidiary. Settlements of the awards can be made in a combination of cash or installment notes, generally paid over four years, upon a triggering event. Vesting periods vary by grant date and range from fiscal 2017 to fiscal 2018. Current liabilities related to these plans of $878 and $808 were recorded as components of "Accrued compensation and employee benefits" at April 30, 2017 and 2016, respectively. Long-term liabilities related to these plans of $19,784 and $19,725 were recorded as components of "Other liabilities" as of April 30, 2017 and 2016, respectively. Below is a summary of changes to the liability:

                                                                                                                                                                                    

Stock appreciation rights as of April 30, 2015 (at book value)

 

$

8,069

 

Compensation expense recorded prior to transition guidance adjustment

 

 

594

 

Redemption notes

 

 

(947

)

Change in fair value

 

 

12,817

 

​  

​  

Stock appreciation rights as of April 30, 2016 (at fair value)

 

$

20,533

 

Amounts redeemed

 

 

(28

)

Change in fair value

 

 

157

 

​  

​  

Stock appreciation rights as of April 30, 2017 (at fair value)

 

$

20,662

 

​  

​  

​  

​  

         The Company recorded stock appreciation rights expense of $149, $1,988, and $2,268, in fiscal years 2017, 2016, and 2015, respectively, and is included as a component of "Selling, general and administrative" expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). In fiscal 2016, the Company recorded $11,245 as an increase to "Accumulated deficit" in our Consolidated Balance Sheets as a result of the change in value due to the transition guidance in ASC 718.

        Deferred compensation—Subsidiaries' shareholders have entered into other deferred compensation agreements that granted the shareholders a payment based on a percentage in excess of book value, adjusted for certain provisions, upon an occurrence as defined in the related agreements, which are called "Buy Sell" agreements. Current liabilities related to these plans of $300 and $0 were recorded as components of "Accrued compensation and employee benefits" at April 30, 2017 and 2016, respectively. The remaining liabilities related to these plans of $3,450 and $3,270 were recorded as components of "Other liabilities" as of April 30, 2017 and 2016, respectively. These instruments are redeemed in cash or installment notes, generally paid in annual installments generally over the five years following termination of employment. Below is a summary of changes to the liability:

                                                                                                                                                                                    

Deferred compensation as of April 30, 2015 (at book value)

 

$

3,490

 

Compensation expense recorded prior to transition guidance adjustment

 

 

81

 

Redemption notes

 

 

(31

)

Change in fair value

 

 

(270

)

​  

​  

Deferred compensation as of April 30, 2016 (at fair value)

 

$

3,270

 

Amounts redeemed

 

 

 

Change in fair value

 

 

480

 

​  

​  

Deferred compensation as of April 30, 2017 (at fair value)

 

$

3,750

 

​  

​  

​  

​  

         The Company recorded redeemable noncontrolling interests expense of $480, $45, and $289, in fiscal years 2017, 2016, and 2015, respectively, and is included as a component of "Selling, general and administrative" expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). In fiscal 2016, the Company recorded $234 as a decrease to "Accumulated deficit" in our Consolidated Balance Sheets as a result of the change in value due to the transition guidance in ASC 718.

        Liabilities to noncontrolling interest holders—As described in Note 1, "Basis of Presentation, Business and Summary of Significant Accounting Policies," noncontrolling interests were issued to certain employees of the subsidiaries. All of the noncontrolling interest awards are subject to mandatory redemption on termination of employment for any reason. These instruments are redeemed in cash or installment notes, generally paid in annual installments over the five years following termination of employment.

         Liabilities related to these agreements are classified as share based liability awards and are measured at intrinsic value under ASC 718. Intrinsic value is determined to be the stated redemption value of the shares. Under the terms of the employee agreements, the redemption value is determined based on the book value of the subsidiary, as adjusted for certain items. As of April 30, 2017, the total fair value of these liabilities was $24,309. Amounts expected to be paid in the next year are included in "Accrued compensation and employee benefits" at April 30, 2017 in the amount of $1,733. Long term liabilities of $22,576 related to this plan were recorded to "Liabilities to noncontrolling interest holders, less current portion" at April 30, 2017. Below is a summary of changes to the liability:

                                                                                                                                                                                    

Non-controlling interests as of April 30, 2015 (at book value)

 

$

30,039

 

Compensation expense recorded prior to transition guidance adjustment

 

 

473

 

Redemption notes

 

 

(629

)

Change in fair value

 

 

(3,298

)

​  

​  

Non-controlling interests as of April 30, 2016 (at fair value)

 

$

26,585

 

Amounts redeemed

 

 

(5,354

)

Change in fair value

 

 

3,078

 

​  

​  

Non-controlling interests as of April 30, 2017 (at fair value)

 

$

24,309

 

​  

​  

​  

​  

         The Company recorded redeemable noncontrolling interests expense of $3,056, $881, and $1,570 in fiscal 2017, 2016, and 2015, respectively, and is included as a component of "Selling, general and administrative" expenses in our Consolidated Statements of Operations and Comprehensive Income (Loss). In fiscal 2016, the Company recorded $3,706 as a decrease to "Accumulated deficit" in our Consolidated Balance Sheets as a result of the change in value due to the transition guidance in ASC 718.

         In connection with the Acquisition, noncontrolling interest holders had the option to convert their interests in the subsidiaries into the Company. Noncontrolling interests of $32,545 were converted into the Company's common shares at the date of the Acquisition.

         Upon the termination of employment or other triggering events including death or disability of the noncontrolling stockholders in the Company's subsidiaries, we are obligated to purchase, or redeem, the noncontrolling interests at either an agreed upon price or a formula value provided in the stockholder agreements. This formula value is typically based on the book value per share of the subsidiary's equity, including certain adjustments.