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Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests
6 Months Ended
Oct. 31, 2016
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests  
Stock Appreciation Rights, Deferred Compensation and Redeemable Noncontrolling Interests

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

Certain subsidiaries have equity based compensation arrangements with certain of the 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. These liability awards are reflected at their fair values as of October 31, 2016 and 2015.

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 $802 and $808 were included in “Accrued compensation and employee benefits” at October 31, 2016 and April 30, 2016, respectively. Long‑term liabilities related to these plans of $19,467 and $19,725 were recorded as components of “Other liabilities” at October 31, 2016 and April 30, 2016, respectively. The redemption value as of October 31, 2016 is $10,626.  Below is a summary of changes to the liability:

 

 

 

 

 

 

    

As of

 

 

 

October 31, 2016

 

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

 

$

20,533

 

Amounts redeemed

 

 

(28)

 

Change in fair value

 

 

(236)

 

Stock appreciation rights as of October 31, 2016 (at fair value)

 

$

20,269

 

 

Deferred compensation—Certain shareholders of the Company’s subsidiaries 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. The liabilities related to these plans of $3,324 and  $3,270 were included in “Other liabilities” at October 31, 2016 and April 30, 2016, respectively. Current liabilities related to these plans of $323 and $0 were included in “Accrued compensation and employee benefits” at October 31, 2016 and April 30, 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. The redemption value as of October 31, 2016 is $3,886. Below is a summary of changes to the liability:

 

 

 

 

 

 

    

As of

 

 

 

October 31, 2016

 

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

 

$

3,270

 

Amounts redeemed

 

 

 —

 

Change in fair value

 

 

377

 

Deferred compensation as of October 31, 2016 (at fair value)

 

$

3,647

 

 

Liabilities to noncontrolling interest holders—As described in Note 1, noncontrolling interests were issued to certain employees of the Company’s 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 and are generally paid in annual installments generally over the five years following termination of employment.

Liabilities related to these agreements are classified as share based liability awards and are measured at fair value under ASC 718. As of October 31, 2016 and April 30, 2016, the total fair value of these liabilities was $23,677 and $26,585, respectively. Amounts expected to be paid in the next year as of October 31, 2016 and April 30, 2016 are included in “Accrued compensation and employee benefits” in the amounts of $1,614 and $1,338, respectively. As of October 31, 2016 and April 30, 2016, long-term liabilities related to this plan of $22,063 and $25,247, respectively, were included in “Liabilities to noncontrolling interest holders, less current portion.” The redemption value as of October 31, 2016 is $25,239. Below is a summary of changes to the liability:

 

 

 

 

 

 

    

As of

 

 

 

October 31, 2016

 

Noncontrolling interests as of April 30, 2016 (at fair value)

 

$

26,585

 

Amounts redeemed

 

 

(5,354)

 

Change in fair value

 

 

2,446

 

Non-controlling interests as of October 31, 2016 (at fair value)

 

$

23,677

 

 

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