Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

Business Combinations
9 Months Ended
Feb. 29, 2020
Business Combinations [Abstract]  
Business Combinations Note D: Business Combinations

Effective December 20, 2018, the Company acquired Oasis. Upon closing, Oasis became a wholly owned subsidiary of the Company. Oasis is an industry leader in providing HR outsourcing services. The purchase price was $992.2 million, net of $262.3 million in cash acquired, including $132.1 million of restricted cash. The acquisition was financed through a combination of cash on hand and the issuance of long-term private placement debt totaling $800.0 million. The results of operations for Oasis have been included in the Company's Consolidated Statements of Income and Comprehensive Income since the date of acquisition.

The Company accounted for the acquisition as a business combination using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” The acquired assets and liabilities of Oasis were recorded at their acquisition-date fair values and were consolidated with those of the Company as of the acquisition date. The purchase accounting was finalized during the three months ended February 29, 2020.

The following acquisition-date fair values were assigned to the acquired net assets (amounts in millions):

Cash and cash equivalents



Restricted cash


Corporate investments


Accounts receivable, net of allowance for doubtful accounts


PEO unbilled receivables, net of advance collections


Prepaid income taxes


Prepaid expenses and other current assets


Long-term restricted cash


Property and equipment


Intangible assets




Other long-term assets


Total Assets


Accounts payable


Accrued corporate compensation and related items


Accrued worksite employee compensation and related items


Other current liabilities


Deferred income taxes


Other long-term liabilities


Net Assets



The Company assigned $310.9 million to amortizable intangible assets, including customer lists, tradenames and trademarks, and non-compete agreements, with a weighted-average amortization period of approximately 10 years. Goodwill in the amount of $976.6 million was recorded as a result of the acquisition, which is not tax-deductible. Goodwill is attributable to the future economic benefits the Company expects to achieve and expected synergies to be realized when combining the operations of this acquisition into our existing operations.

Pro Forma Financial Results (Unaudited)

The following table summarizes the Company’s unaudited pro forma operating results for the three and nine months ended February 28, 2019 as if the acquisition of Oasis had been consummated as of June 1, 2017. The following pro forma information does not include the impact of any costs incurred to integrate Oasis’ operations:

For the three months ended

For the nine months ended

February 28,

February 28,








Net income





The unaudited pro forma operating results have been calculated after applying the Company’s accounting policies and include the acquisition of Oasis adjusted, net of tax, for depreciation and amortization expense resulting from the determination of fair values of the acquired property and equipment and amortizable intangible assets, the inclusion of interest expense related to borrowings used to fund the acquisition, the amortization of debt issuance costs related to the permanent financing of debt, the elimination of interest income related to available cash used for the acquisition, and the elimination of Oasis’ interest expense related to debt not assumed in the acquisition. Since the pro forma financial results assume the acquisition was consummated on June 1, 2017, the unaudited pro forma operating results for the nine months ended February 28, 2019 excluded $2.7 million ($2.0 million, net of tax) of costs incurred by the Company related to the acquisition of Oasis.

Oasis’ fiscal year end was the Sunday closest to the calendar year end. Since Oasis and the Company had different fiscal year end dates, the unaudited pro forma operating results were prepared based on comparable periods.

The pro forma financial information does not purport to be indicative of the results that would have been obtained had the transactions been completed as of June 1, 2017 for the periods presented and are not intended to be a projection of future results or trends.