WASHINGTON, DC (August 7, 2017) — U.S. Market Advisors Law Group PLLC announces that a class action lawsuit has been filed against The Advisory Board Company (“Advisory Board” or the “Company”) (NASDAQ:ABCO). The class action is on behalf of investors who purchased or otherwise acquired Advisory Board common stock, seeking to recover compensable damages caused by defendants’ violations of the Securities Exchange Act of 1934. The case has been docketed under 17-cv-05886 in United States District Court for the Southern District of New York.
If you are a shareholder who purchased Advisory Board stock between January 21, 2015 and February 23, 2016 (“Class Period”), you have until October 2, 2017 to ask the Court to appoint you as Lead Plaintiff for the class. The Lead Plaintiff is a representative for absent members of the class.
Investors do not need to seek appointment as Lead Plaintiff to share in any class recovery in this action. If you are a class member and there is a recovery for the class, you can share in that recovery as an absent class member. You may retain counsel of your choice to represent you in this action. Contact USMA Law Group to discuss this action.
Advisory Board is a provider of software and solutions to the higher education and healthcare industries.
On December 10, 2014, Advisory Board announced that it had signed a definitive agreement to acquire Royall & Company (“Royall”), described as the higher-education leader in strategic, data-driven student engagement and enrollment management solutions, financial aid optimization, and alumni fundraising. On January 9, 2015, Advisory Board completed the acquisition of Royall.
Allegations Against Advisory Board
At the time the acquisition was first announced in December 2014, Advisory Board projected that Royall would produce between $121 million and $124 million in revenue, representing between 15% and 18% growth from 2014 levels. Revenue guidance was raised to a new level of approximately $125 million to $130 million after the deal closed and management provided official 2015 guidance.
On or about January 20, 2015, Advisory Board filed a registration statement and prospectus with the SEC through which: (1) Advisory Board offered to sell 3,650,000 shares of its common stock on its own behalf; and (2) Royall Holdings offered to sell 1,050,000 shares of the Advisory Board common stock it acquired less than two weeks earlier. The registration statement appended Royall’s audited consolidated financial statements for the years ended June 30, 2014, 2013, and 2012, as well as the unaudited consolidated financial statements as of September 30, 2014.
However, unbeknownst to investors, Advisory Board’s depiction of Royall’s reported revenue for prior years was materially misleading because, as a private company, Royall could take longer to close its books than as a subsidiary of Advisory Board, and with its books open longer, Royall had been able to recognize revenue in prior years that it otherwise could not recognize once it became a part of Advisory Board.
During the remainder of the Class Period, Defendants concealed the existence of integration problems in connection with the Royall acquisition despite a duty to disclose them. For example, during a May 5, 2015 earnings conference call, Defendant Musslewhite, the Company’s CEO and Chairman, made positive statements about the Royall integration, including a statement that it is “moving more quickly than we had planned.” However, Musslewhite failed to disclose that the CEO and CFO of Royall, who remained employed by Advisory Board after the acquisition to help facilitate the integration, had already – and unexpectedly – left Advisory Board prior to that call.
On August 4, 2015, Defendants disclosed that the surprising departure of Royall’s CEO and CFO, along with Advisory Board’s inability to recognize revenue on certain contracts due to the earlier deadline to close Royall’s books, led to disappointing financial results from Royall. Nevertheless, Defendants continued to falsely claim during the Class Period that, “from an integration and operational standpoint, we are making good progress” concerning Royall.
In response to this news, Advisory Board’s common stock fell 21%, from $59.36 per share on August 4, 2015, to close at $46.99 per share the next day, on unusually high volume of approximately 2.5 million shares.
Then, on February 23, 2016, Advisory Board finally disclosed the extent of the problems with Royall. On that date, the Company announced a net loss of $101.8 million for the quarter ended December 31, 2015, compared to a net loss of $5.4 million for the quarter ended December 31, 2014. According to the Company, the increase in net loss was primarily attributable to an impairment charge of $95.7 million (subsequently increased to $99.1 million) to Royall’s goodwill, due to Royall’s “first year performance being below the expectations we had set as of the acquisition date.” Indeed, Royall produced only $118 million in revenue in 2015, compared to Defendants’ guidance of $125 million to $130 million.
In response to the news disclosed on February 23, 2016, the price of Advisory Board common stock plummeted approximately 27%, from $36.29 per share on February 23, 2016, to close at $26.50 per share the next day, on extremely high volume of 8.4 million shares.
About USMA Law Group
U.S. Market Advisors Law Group PLLC is a national law firm based in Washington, D.C. The firm represents investors worldwide in U.S. securities class action lawsuits.
David P. Abel