☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ______________
Commission File Number: 001-37537
Houlihan Lokey, Inc.
(Exact name of registrant as specified in its charter)
Delaware
95-2770395
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
10250 Constellation Blvd.
5th Floor
Los Angeles, California90067
(Address of principal executive offices) (Zip Code)
(310)788-5200
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.001
HLI
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of November 3, 2020, the registrant had 51,317,189 shares of Class A common stock, $0.001 par value per share, and 18,013,798 shares of Class B common stock, $0.001 par value per share, outstanding.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 1 — Background
Houlihan Lokey, Inc. ("Houlihan Lokey" or "HL, Inc.," also referred to as the "Company," "we," "our," or "us") is a Delaware corporation that controls the following primary subsidiaries:
•Houlihan Lokey Capital, Inc., a California corporation ("HL Capital, Inc."), is a wholly owned direct subsidiary of HL, Inc. HL Capital, Inc. is registered as a broker-dealer under Section 15(b) of the Securities Exchange Act of 1934 and a member of Financial Industry Regulatory Authority, Inc.
•Houlihan Lokey Financial Advisors, Inc., a California corporation ("HL FA, Inc."), is a wholly owned direct subsidiary of HL, Inc.
•HL Finance, LLC ("HL Finance"), a syndicated leveraged finance platform established to arrange senior secured leveraged loans for financial sponsor-backed, privately-held, and public corporate entities. HL Finance acts as an arranger on syndicated loan transactions and has entered into an agreement with an unaffiliated third party investor that may provide commitments with respect to certain syndicated loans arranged by HL Finance.
•Houlihan Lokey EMEA, LLP, a limited liability partnership registered in England ("HL EMEA, LLP"), is an indirect subsidiary of HL, Inc. HL EMEA, LLP is regulated by the Financial Conduct Authority in the United Kingdom ("U.K.").
On August 18, 2015, the Company successfully completed an initial public offering ("IPO") of its Class A common stock.
In June 2019, the Company exercised its option to acquire the remaining 51% of the shares of Lara (Italy Holdco) Limited ("Lara"). Lara's only operating subsidiary, Houlihan Lokey S.p.A., is an Italian-based company that provides corporate finance advisory services.
In November 2019, the Company completed the acquisition of Fidentiis Capital, an independent advisory business providing independent corporate finance advisory services relating to mergers and acquisitions, capital raising, and financing.
In December 2019, the Company completed the acquisition of Freeman & Co., an independent advisory business providing mergers and acquisitions advisory, capital raising, and other investment banking advisory services for the financial services sector.
In August 2020, the Company completed the acquisition of MVP Capital, LLC ("MVP"), an independent advisory firm that provides a range of financial advisory services to clients in the technology, media, and telecommunications sectors.
The Company offers financial services and financial advice to a broad clientele located throughout the United States of America, Europe, the Middle East, and the Asia-Pacific region. The Company has U.S. offices in Los Angeles, San Francisco, Chicago, New York City, Minneapolis, McLean (Virginia), Boston, Dallas, Houston, Miami, and Atlanta as well as foreign offices in London, Paris, Frankfurt, Milan, Madrid, Amsterdam, Dubai, Sydney, Tokyo, Hong Kong, Beijing and Singapore. Together, the Company and its subsidiaries form an organization that provides financial services to meet a wide variety of client needs. The Company concentrates its efforts toward the earning of professional fees with focused services across the following three business segments:
•Corporate Finance ("CF") provides general financial advisory services in addition to advice on mergers and acquisitions and capital markets offerings. We advise public and private institutions on a wide variety of situations, including buy-side and sell-side transactions, as well as leveraged loans, private mezzanine debt, high-yield debt, initial public offerings, follow-ons, convertibles, equity private placements, private equity, and liability management transactions, and advise financial sponsors on all types of transactions. The majority of our CF revenues consists of fees paid upon the successful completion of the transaction or engagement ("Completion Fees"). A CF transaction can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to the fees paid at the time an engagement letter is signed ("Retainer Fees") and in some cases fees paid during the course of the engagement ("Progress Fees") that may have been received.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
•Financial Restructuring ("FR") provides advice to debtors, creditors and other parties-in-interest in connection with recapitalization/deleveraging transactions implemented both through bankruptcy proceedings and through out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions and capital markets activities. As part of these engagements, our FR business segment offers a wide range of advisory services to our clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; corporate viability assessment; dispute resolution and expert testimony; and procuring debtor-in-possession financing. Although atypical, FR transactions can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to the Retainer Fees and/or Progress Fees.
•Financial and Valuation Advisory ("FVA") primarily provides valuations of various assets, including: companies; illiquid debt and equity securities; and intellectual property (among other assets and liabilities). These valuations are used for financial reporting, tax reporting, and other purposes. In addition, our FVA business segment renders fairness opinions in connection with mergers and acquisitions and other transactions, and solvency opinions in connection with corporate spin-offs and dividend recapitalizations, and other types of financial opinions in connection with other transactions. Also, our FVA business segment provides dispute resolution services to clients where fees are usually based on the hourly rates of our financial professionals. Unlike our CF or FR segments, the fees generated in our FVA segment are generally not contingent on the successful completion of a transaction.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP"), pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"), and include all information and footnotes required for consolidated financial statement presentation. The results of operations for the six months ended September 30, 2020 are not necessarily indicative of the results of operations to be expected for the fiscal year ending March 31, 2021. The unaudited interim consolidated financial statements and notes to consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2020 (the "2020 Annual Report").
Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net income, shareholders' equity or cash flows as previously reported.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries where it has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.
The Company carries its investments in unconsolidated entities over which it has significant influence but does not control using the equity method, and includes its ownership share of the income and losses in Other (income)/expense, net in the Consolidated Statements of Comprehensive Income.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. Management estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period, and disclosure of contingent assets and liabilities at the reporting date. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. Management adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Items subject to such estimates and assumptions include, but are not limited to: the allowance for credit losses; the valuation of deferred tax assets, goodwill, accrued expenses, and share based compensation; the allocation of goodwill and other assets across the reporting units (segments); and reserves for income tax uncertainties and other contingencies.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Revenues
Revenues consist of fee revenues from advisory services and reimbursed costs incurred in fulfilling the contract. Revenues reflect fees generated from our CF, FR, and FVA business segments.
The Company generates revenues from contractual advisory services and reimbursed costs incurred in fulfilling those contracts. Revenues for all three business segments (CF, FR, and FVA) are recognized upon satisfaction of the performance obligation, which may be satisfied over time or at a point in time. The amount and timing of the fees paid vary by the type of engagement.
The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for those promised services (i.e., the “transaction price”). In determining the transaction price, we consider multiple factors, including the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, we consider the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as market volatility or the judgment and actions of third parties. The substantial majority of the Company’s advisory fees (i.e., the success related Completion Fees) are considered variable and constrained as they are contingent upon a future event which includes factors outside of our control (e.g., completion of a transaction or third party emergence from bankruptcy or approval by the court).
Revenues for all three business segments are recognized upon satisfaction of the performance obligation and may be satisfied over time or at a point in time. The amount and timing of the fees paid vary by the type of engagement.
Revenues from CF engagements primarily consist of fees generated in connection with advisory services related to corporate finance, mergers and acquisitions, and capital markets offerings. Completion Fees from these engagements are recognized at a point in time when the related transaction has been effectively closed. At that time, the Company has transferred control of the promised service and the customer obtains control. CF contracts generally contain a variety of promised services that may be capable of being distinct, but they are not distinct within the context of the contract as the various services are inputs to the combined output of successfully brokering a specific transaction.
Revenues from FR engagements primarily consist of fees generated in connection with advisory services to debtors, creditors and other parties-in-interest involving recapitalization or deleveraging transactions implemented both through bankruptcy proceedings and through out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions and capital markets activities. Retainer Fees and Progress Fees from restructuring engagements are recognized over timeusing a time elapsed measure of progressas our clients simultaneously receive and consume the benefits of those services as they are provided. Completion Fees from these engagements are considered variable and constrained until the related transaction has been effectively closed as they are contingent upon a future event which includes factors outside of our control (e.g., completion of a transaction or third party emergence from bankruptcy or approval by the court).
Revenues from FVA engagements primarily consist of fees generated in connection with valuation and diligence services and rendering fairness, solvency and other financial opinions. Revenues are recognized at a point in time as these engagements include a singular objective that does not transfer any notable value to the Company’s clients until the opinions have been rendered and delivered to the client. However, certain engagements consist of advisory services where fees are usually based on the hourly rates of our financial professionals. Such revenues are recognized over time as the benefits of these advisory services are transferred to the Company’s clients throughout the course of the engagement, and, as a practical expedient, the Company has elected to use the ‘as-invoiced’ approach to recognize revenue.
Taxes, including value added taxes, collected from customers and remitted to governmental authorities are accounted for on a net basis, and therefore, are excluded from revenue in the consolidated statements of comprehensive income.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Operating Expenses
The majority of the Company’s operating expenses are related to compensation for employees, which includes the amortization of the relevant portion of the Company’s share based incentive plans (Note 14). Other types of operating expenses include: Travel, meals, and entertainment; Rent; Depreciation and amortization; Information technology and communications; Professional fees; and Other operating expenses.
Translation of Foreign Currency Transactions
The reporting currency for the consolidated financial statements of the Company is the U.S. dollar. The assets and liabilities of subsidiaries whose functional currency is other than the U.S. dollar are included in the consolidation by translating the assets and liabilities at the reporting period-end exchange rates; however, revenues and expenses are translated using the applicable exchange rates determined on a monthly basis throughout the fiscal year. Resulting translation adjustments are reported as a separate component of Accumulated other comprehensive loss, net of applicable taxes.
From time to time, we enter into transactions to hedge our exposure to certain foreign currency fluctuations through the use of derivative instruments or other methods. As of September 30, 2020, we had one foreign currency forward contracts outstanding between the pound sterling and the euro with a notional value of €3.2 million. As of September 30, 2019, we had one foreign currency forward contract outstanding between the pound sterling and the U.S. dollar with an aggregate notional value of $4.8 million. The fair value of these contracts represented a net gain/(loss) included in Other operating expenses of $5 and $(53) during the three months ended September 30, 2020 and 2019, respectively.
Fair Value Measurements
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels in accordance with ASC Topic 820, Fair Value Measurement:
•Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
•Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
•Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.
For Level 3 investments in which pricing inputs are unobservable and limited market activity exists, management's determination of fair value is based upon the best information available and may incorporate management's own assumptions or involve a significant degree of judgment.
The following methods and assumptions were used by the Company in estimating fair value disclosures:
•Corporate debt securities: All fair value measurements are obtained from a third-party pricing service and are not adjusted by management.
•U.S. treasury securities: Fair values for U.S. treasury securities are based on quoted prices from recent trading activity of identical or similar securities. All fair value measurements are obtained from a third-party pricing service and are not adjusted by management.
Property and Equipment
Property and equipment are stated at cost. Repair and maintenance charges are expensed as incurred and costs of renewals or improvements are capitalized at cost. Depreciation on furniture and office equipment is recognized on a straight-line basis over the estimated useful lives of the respective assets. Leasehold improvements are recorded as prepaid assets and included within fixed lease payments. See Note 16 for additional information.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Cash and Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash held at banks and highly liquid investments with original maturities of three months or less. As of September 30, 2020 and March 31, 2020, the Company had cash balances with banks in excess of insured limits. The Company believes it is not exposed to any significant credit risk with respect to Cash and cash equivalents.
The following table provides a reconciliation of Cash and cash equivalents, and Restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows.
September 30, 2020
March 31, 2020
Cash and cash equivalents
$
421,967
$
380,373
Restricted cash (1)
373
373
Total cash, cash equivalents, and restricted cash
$
422,340
$
380,746
(1)Restricted cash as of September 30, 2020 and March 31, 2020 consisted of a cash secured letter of credit issued for our Frankfurt office.
Investment Securities
Investment securities consist of corporate debt and U.S. Treasury securities with original maturities over 90 days. The Company classifies its investment securities as trading and measures them at fair value in the Consolidated Balance Sheets. Unrealized holding gains and losses for trading securities are included in Other operating expenses in the accompanying Consolidated Statements of Comprehensive Income.
Allowance for Credit Losses
The allowance for credit losses on accounts receivable and unbilled work in progress reflects management’s best estimate of expected losses using the Company's internal current expected credit losses model. This model analyzes expected losses based on relevant information about historical experience, current conditions, and reasonable and supportable forecasts that could potentially affect the collectibility of the reported amounts. This is recorded through provision for bad debts, which is included in Other operating expenses in the accompanying Consolidated Statements of Comprehensive Income. Amounts deemed to be uncollectible are written off against the allowance for credit losses.
Income Taxes
The Company files a consolidated federal income tax return, as well as consolidated and separate returns in state and local jurisdictions, and the Company reports income tax expense on this basis.
We account for income taxes in accordance with ASC Topic 740, Income Taxes, which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax basis of our assets and liabilities. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. The measurement of the deferred items is based on enacted tax laws and applicable tax rates. A valuation allowance related to a deferred tax asset is recorded if it is more likely than not that some portion or all of the deferred tax asset will not be realized.
The Company utilized a comprehensive model to recognize, measure, present, and disclose in its financial statements any uncertain tax positions that have been taken or are expected to be taken on a tax return. The impact of an uncertain tax position that is more likely than not of being sustained upon audit by the relevant taxing authority must be recognized at the largest amount that is more likely than not to be sustained. No portion of an uncertain tax position will be recognized if the position has less than a 50% likelihood of being sustained. Interest expense and penalties related to income taxes are included in the provision for income taxes in the accompanying Consolidated Statements of Comprehensive Income.
The Global Intangible Low-Taxed Income tax (“GILTI inclusion”) can be recognized in the financial statements through an accounting policy election by either recording a period cost (permanent item) or providing deferred income taxes stemming from certain basis differences that are expected to result in GILTI inclusion. The Company has elected to account for the tax impacts of the GILTI inclusion as a period cost.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
On March 27, 2020 the United States passed the Coronavirus Aid, Relief, and Economic Security (CARES) Act into law. The legislation is meant to address the economic uncertainty as a result of the coronavirus pandemic. The Company has completed its evaluation of the provisions of the CARES Act which resulted in no material impacts on its income tax provision.
Leases
We assess whether an arrangement is or contains a lease at the inception of the agreement. Right-of-use ("ROU") assets represent our right to use underlying assets for the lease term and lease liabilities represent our obligation to make lease payments arising from leases. ROU assets and lease liabilities are recognized at the commencement date based on the present value of future lease payments over the lease terms utilizing the discount rate implicit in the leases. If the discount rate implicit in the leases is not readily determinable, the present value of future lease payments is calculated utilizing the Company’s incremental borrowing rate, which approximates the interest that the Company would have to pay on a secured loan. The Company elected to utilize a portfolio approach and applies the rates to a portfolio of leases with similar terms and economic environments. The terms of our leases used to determine the ROU asset and lease liability account for options to extend when it is reasonably certain that we will exercise those options, if applicable. ROU assets and lease liabilities are subject to adjustment in the event of modification to lease terms, changes in probability that an option to extend or terminate a lease would be exercised and other factors. In addition, ROU assets are periodically reviewed for impairment.
Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.
The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.
Goodwill and Intangible Assets
Goodwill represents an acquired company’s acquisition cost over the fair value of acquired net tangible and intangible assets. Goodwill is the net asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets identified and accounted for include tradenames and marks, backlog, developed technologies, and customer relationships. Those intangible assets with finite lives, including backlog and customer relationships, are amortized over their estimated useful lives.
Goodwill is reviewed annually for impairment and more frequently if potential impairment indicators exist. Goodwill is reviewed for impairment in accordance with Accounting Standards Update ("ASU") No. 2011-08, Testing Goodwill for Impairment, which permits management to make a qualitative assessment of whether it is more likely than not that one of its reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If management concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then management would not be required to perform the two-step impairment test for that reporting unit. If the assessment indicates that it is more likely than not that the reporting unit’s fair value is less than its carrying value, management must test further for impairment utilizing a two-step process. Step 1 compares the estimated fair value of the reporting unit with its carrying value, including goodwill. If the carrying value of the reporting unit exceeds the estimated fair value, an impairment exists and is measured in Step 2 as the excess of the recorded amount of goodwill over the implied fair value of goodwill resulting from the valuation of the reporting unit. Impairment testing of goodwill requires a significant amount of judgment in assessing qualitative factors and estimating the fair value of the reporting unit, if necessary. The fair value is determined using an estimated market value approach, which considers estimates of future after tax cash flows, including a terminal value based on market earnings multiples, discounted at an appropriate market rate. As of September 30, 2020, management concluded that it was not more likely than not that the Company’s reporting units’ fair value was less than their carrying amount and no further impairment testing had been considered necessary.
Indefinite-lived intangible assets are reviewed annually for impairment in accordance with ASU 2012-02, Testing Indefinite-lived Intangible Assets for Impairment, which provides management the option to perform a qualitative assessment. If it is more likely than not that the asset is impaired, the amount that the carrying value exceeds the fair value is recorded as an impairment expense. As of September 30, 2020, management concluded that it was not more likely than not that the fair values were less than the carrying values.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group (inclusive of other long-lived assets) be tested for possible impairment, management first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. As of September 30, 2020, no events or changes in circumstances were identified that indicated that the carrying amount of the finite-lived intangible assets were not recoverable.
Recent Accounting Pronouncements
The Financial Accounting Standards Board (the “FASB”) issued the following authoritative guidance amending the FASB Accounting Standards Codification (“ASC”).
On April 1, 2019, we adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), and all related amendments. See Note 16 for additional information.
In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which clarifies when changes to the terms or conditions of share-based payment awards require an entity to apply modification accounting. The amended guidance states an entity should account for the effects of a modification unless certain criteria are met, which include that the modified award has the same fair value, vesting conditions and classification as the original award. The Company adopted guidance effective April 1, 2019 and its application did not have a material impact on the consolidated financial statements and related disclosures.
On April 1, 2020, we adopted ASU 2016-13 Financial Instruments—Credit Losses — Measurement of Credit Losses on Financial Instruments, and all related amendments, under a modified retrospective approach. Upon adoption, a cumulative transition adjustment was recorded, which reduced retained earnings by $(924). The tax impact of this adjustment increased retained earnings by $242, resulting in a net decrease to retained earnings of $(682) as of April 1, 2020. The impact of this pronouncement had an immaterial impact on our Net income for the six months ended September 30, 2020.
The following table provides a reconciliation of the cumulative transition adjustment pertaining to the adoption of the credit loss guidance reported within the Consolidated Balance Sheets.
March 31, 2020
Transition Adjustment
April 1, 2020
Accounts receivable, net of allowance for credit losses
$
80,912
$
(599)
$
80,313
Unbilled work in progress, net of allowance for credit losses
39,821
(232)
39,589
Other assets
38,890
(93)
38,797
Deferred income taxes, net
5,843
242
6,085
Retained earnings
$
377,471
$
(682)
$
376,789
Note 3 — Revenue Recognition
Disaggregation of Revenues
The Company has disclosed disaggregated revenues based on its business segment and geographical area, which provides a reasonable representation of how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. See Note 18 for additional information.
Contract Balances
The timing of revenue recognition may differ from the timing of payment by customers. The Company records a receivable when revenue is recognized prior to payment and there is an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred income (contract liability) until the performance obligations are satisfied.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Costs incurred in fulfilling advisory contracts with point-in-time revenue recognition are recorded as a contract asset when the costs (i) relate directly to a contract, (ii) generate or enhance resources of the Company that will be used in satisfying performance obligations, and (iii) are expected to be recovered. The Company amortizes the contract asset costs related to fulfilling a contract based on recognition of fee revenues for the corresponding contract. As the Company changed the presentation of costs incurred in fulfilling advisory contracts from a net presentation within non-compensation expenses to a gross basis in revenues, the Company records a contract liability for the reimbursable costs incurred until the fee revenue is recognized.
Costs incurred in fulfilling an advisory contract with over-time revenue recognition are expensed as incurred.
The change in the Company’s contract assets and liabilities during the period primarily reflects the timing difference between the Company’s performance and the customer’s payment. The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers:
April 1, 2020
Increase/(Decrease)
September 30, 2020
Receivables (1)
$
73,720
$
(6,849)
$
66,871
Unbilled work in process, net of allowance for credit losses
39,821
751
40,572
Contract Assets (1)
7,192
(147)
7,045
Contract Liabilities (2)
26,780
2,880
29,660
(1)Included within Accounts receivable, net of allowance for credit losses in the September 30, 2020 Consolidated Balance Sheet.
(2)Included within Deferred income in the September 30, 2020 Consolidated Balance Sheet.
During the three and six months ended September 30, 2020, $0.6 million and $9.6 million of Revenues, respectively, were recognized that were included in the Deferred income balance at the beginning of the period.
As a practical expedient, the Company does not disclose information about remaining performance obligations pertaining to (i) contracts that have an original expected duration of one year or less, and/or (ii) contracts where the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that is or forms part of a single performance obligation. The transaction price allocated to remaining unsatisfied or partially unsatisfied performance obligations with an original expected duration exceeding one year was not material at September 30, 2020.
Note 4 — Related Party Transactions
The Company provides financial advisory services to its affiliates and certain other related parties, and received fees for these services totaling approximately $125 and $598 during the three months ended September 30, 2020 and 2019, respectively, and $125 and $698 for the six months ended September 30, 2020 and 2019, respectively.
The Company provided certain management and administrative services for the Company's unconsolidated entities and received fees for these services. No such fees were recognized during the three months ended September 30, 2020 and 2019; however, the Company received net fees of $0 and $126 during the six months ended September 30, 2020 and 2019, respectively.
Other assets in the accompanying Consolidated Balance Sheets includes loans receivable from certain employees of $16,894 and $17,857 as of September 30, 2020 and March 31, 2020, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 5 — Fair Value Measurements
The following table presents information about the Company's financial assets, and indicate the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair values:
September 30, 2020
Level 1
Level 2
Level 3
Total
Corporate debt securities
$
—
$
148,342
$
—
$
148,342
U.S. treasury securities
—
29,943
—
29,943
Total asset measured at fair value
$
—
$
178,285
$
—
$
178,285
March 31, 2020
Level 1
Level 2
Level 3
Total
Corporate debt securities
$
—
$
43,027
$
—
$
43,027
U.S. treasury securities
—
92,362
—
92,362
Total asset measured at fair value
$
—
$
135,389
$
—
$
135,389
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the instrument.
The Company had no transfers between fair value levels during the six months ended September 30, 2020.
The fair values of the financial instruments represent the amounts that would be received to sell assets or that would be paid to transfer liabilities in an orderly transaction between market participants as of a specified date. Fair value measurements maximize the use of observable inputs; however, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted discount rates, as well as available observable and unobservable inputs.
The carrying value of Cash and cash equivalents, Restricted cash, Accounts receivable, Unbilled work in process, Accounts payable and accrued expenses, and Deferred income approximates fair value due to the short maturity of these instruments.
The carrying value of the loans to employees included in Other assets, Loans payable to former shareholders, and an unsecured loan which is included in Loan payable to non-affiliate approximates fair value due to the variable interest rate borne by those instruments.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 8 — Property and Equipment
Property and equipment, net of accumulated depreciation consists of the following:
September 30, 2020
March 31, 2020
Equipment
$
9,422
$
8,788
Furniture and fixtures
22,450
20,942
Leasehold improvements
45,699
41,643
Computers and software
18,474
17,941
Other
1,119
1,113
Total cost
97,164
90,427
Less: accumulated depreciation
(53,522)
(48,055)
Total net book value
$
43,642
$
42,372
Additions to property and equipment during the six months ended September 30, 2020 were primarily related to leasehold improvement costs incurred and computer and software purchases.
Depreciation expense of $2,781 and $2,268 was recognized during the three months ended September 30, 2020 and 2019, respectively, and $5,456 and $4,678 was recognized during the six months ended September 30, 2020 and 2019, respectively.
Note 9 — Goodwill and Other Intangible Assets
The following table provides a reconciliation of Goodwill and other intangibles, net reported on our Consolidated Balance Sheets.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Goodwill attributable to the Company’s business segments is as follows:
April 1, 2020
Change (1)
September 30, 2020
Corporate Finance
$
363,925
$
45,793
$
409,718
Financial Restructuring
162,815
—
162,815
Financial and Valuation Advisory
91,715
—
91,715
Goodwill
$
618,455
$
45,793
$
664,248
(1)Changes pertain to the 2020 acquisition referenced in Note 1 and foreign currency translation adjustments.
Amortization expense of approximately $889 and $1,713 was recognized for the three months ended September 30, 2020 and 2019, respectively, and $1,886 and $3,266 was recognized for the six months ended September 30, 2020 and 2019, respectively.
The estimated future amortization for finite-lived intangible assets for each of the next five years are as follows:
Year Ended March 31,
Remainder of 2021
$
2,274
2022
2,207
2023
325
2024
7
2025
7
Note 10 — Loans Payable
In August 2015, the Company entered into a revolving line of credit with Bank of America, N.A. (the "2015 Line of Credit"), which allowed for borrowings of up to $75.0 million and originally matured in August 2017. On July 28, 2017, the Company extended the maturity date of the 2015 Line of Credit to August 18, 2019, and, on August 15, 2019, the parties further extended the maturity date of the 2015 Line of Credit to September 18, 2019. On August 23, 2019, the Company refinanced the 2015 Line of Credit by entering into a new syndicated revolving line of credit with Bank of America, N.A. and certain other financial institutions party thereto (the "2019 Line of Credit"), which allows for borrowings of up to $100.0 million (and, subject to certain conditions, provides the Company with an expansion option, which, if exercised in full, would provide for a total credit facility of $200.0 million) and matures on August 23, 2022 (or if such date is not a business day, the immediately preceding business day). The agreement governing the 2019 Line of Credit provides that borrowings bear interest at an annual rate of LIBOR plus 1.00%, commitment fees apply to unused amounts, and contains debt covenants which require that the Company maintain certain financial ratios. As of September 30, 2020, no principal was outstanding under the 2019 Line of Credit.
Prior to the IPO, Fram Holdings, Inc., a Delaware corporation and, prior to our IPO, our indirect parent company, maintained certain loans payable to former shareholders consisting of unsecured notes payable which were transferred to the Company in conjunction with the IPO. The average interest rate on the individual notes was 1.50% and 3.47% as of September 30, 2020 and 2019, respectively, and the maturity dates range from 2020 to 2027. The Company incurred interest expense on these notes of $5 and $17 during the three months ended September 30, 2020 and 2019, respectively, and $13 and $37 during the six months ended September 30, 2020 and 2019, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
In November 2015, the Company acquired the investment banking operations of Leonardo & Co. NV ("Leonardo") in Germany, the Netherlands, and Spain, and made a 49% investment in Leonardo's operations in Italy. Total consideration included an unsecured loan of EUR 14 million payable on November 16, 2040, the remaining balance of which is included in Loan payable to non-affiliates on our Consolidated Balance Sheets. The loan bears interest at an annual rate of 1.50%. In each of January 2017, December 2017, December 2018, and December 2019, we paid a portion of this loan in the amount of EUR 2.9 million. The company incurred interest expense on this loan of $13 and $23 during the three months ended September 30, 2020 and 2019, respectively, and $24 and $47 during the six months ended September 30, 2020 and 2019, respectively.
As described in Note 1, the Company acquired the remaining 51% of Lara, which is the holding company for Leonardo's operations in Italy, in June 2019. During the quarter ended September 30, 2019, the Company completed the redemption of the loans that were assumed upon the acquisition of the remaining 51% of Lara and that had been included in the Loan payable to non-affiliates on our Consolidated Balance Sheets.
An acquisition made in January 2017 included non-contingent consideration with a carrying value of $226 and $999 as of September 30, 2020 and March 31, 2020, respectively, which is included in Other liabilities in our Consolidated Balance Sheets.
In April 2018, the Company acquired Quayle Munro Limited. Total consideration included non-interest bearing unsecured convertible loans totaling GBP 10.5 million payable on May 31, 2022, which is included in Other liabilities in the accompanying Consolidated Balance Sheets. Under certain circumstances, the notes may be exchanged for Company Class B common stock over a three-year period in equal annual installments starting on May 31, 2020. The Company incurred imputed interest expense on these notes of $66 and $93 for the three months ended September 30, 2020 and 2019, respectively, and $150 and $129 for the six months ended September 30, 2020 and 2019, respectively.
In May 2018, the Company acquired BearTooth Advisors. Total consideration included an unsecured note of $2.8 million bearing interest at an annual rate of 2.88% and payable on May 21, 2048. This note was subsequently assigned by the seller to the former BearTooth principals (who became employees of the Company), and, under certain circumstances, is convertible into Company Class B common stock after the fifth anniversary of the closing of the transaction. The Company incurred interest expense on this note of $27 and $26 for the three months ended September 30, 2020 and 2019, respectively, and $53 during both the six months ended September 30, 2020 and 2019.
In December 2019, the Company acquired Freeman & Co. Total consideration included an unsecured note of $4.0 million bearing interest at an annual rate of 2.75% and payable on December 16, 2049. The note issued by the Company to the seller was distributed to the former principals of Freeman & Co. (who became employees of the Company). Under certain circumstances, the note may be exchanged by each principal for Company stock over a four-year period in equal annual installments starting in December 2020. The Company incurred interest expense on this note of $28 and $55 for the three and six months ended September 30, 2020.
In August 2020, the Company acquired MVP. Total consideration included an unsecured non-interest bearing note of $4.5 million payable August 14, 2050. The note was issued by the Company to the former principals and sellers of MVP (who became employees of the Company). Under certain circumstances, the note may be exchanged by each seller for a combination of cash and Company stock over a three-year period in equal annual installments starting in August 2021. Contingent consideration was also issued in connection with the acquisition of MVP, with a carrying value of $17.0 million as of September 30, 2020, which is included in Other liabilities in our Consolidated Balance Sheets.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
The scheduled aggregate repayments of our Loans payable to former shareholders, Other liabilities, and the Loan payable to non-affiliates in the accompanying Consolidated Balance Sheets on a fiscal year-end basis as of September 30, 2020 are as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 11 — Accumulated Other Comprehensive (Loss)
Accumulated other comprehensive (loss) is comprised of Foreign currency translation adjustments of $5,443 and $(9,440) for the three months ended September 30, 2020 and 2019, respectively, and $8,370 and $(13,411) for the six months ended September 30, 2020 and 2019, respectively. We do not expect the change in foreign currency translation to have a material impact on our operating results and financial position.
Accumulated other comprehensive (loss) as of September 30, 2020 was comprised of the following:
Balance, April 1, 2020
$
(43,108)
Foreign currency translation adjustment
8,370
Balance, September 30, 2020
$
(34,738)
Note 12 — Income Taxes
The Company’s provision for income taxes was $18,281 and $13,144 for the three months ended September 30, 2020 and 2019, respectively, and $15,932 and $19,793 for the six months ended September 30, 2020 and 2019, respectively. These represent effective tax rates of 27.3% and 28.4% for the three months ended September 30, 2020 and 2019, respectively, and 14.4% and 20.7% for the six months ended September 30, 2020 and 2019, respectively.
Note 13 — Earnings Per Share
The calculations of basic and diluted earnings per share attributable to holders of shares of common stock are presented below.
Three Months Ended September 30,
Six Months Ended September 30,
2020
2019
2020
2019
Numerator:
Net income attributable to holders of shares of common stock—basic
$
48,790
$
33,110
$
94,890
$
75,885
Net income attributable to holders of shares of common stock—diluted
$
48,790
$
33,110
$
94,890
$
75,885
Denominator:
Weighted average shares of common stock outstanding—basic
66,787,832
62,477,085
65,244,611
62,292,798
Weighted average number of incremental shares issuable from unvested restricted stock and restricted stock units, as calculated using the treasury stock method
2,827,228
3,609,125
2,969,894
3,558,716
Weighted average shares of common stock outstanding—diluted
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 14 — Employee Benefit Plans
Defined Contribution Plans
The Company sponsors a 401(k) defined contribution savings plan for its domestic employees and defined contribution retirement plans for its international employees. The Company contributed approximately $1,117 and $930 to these plans during the three months ended September 30, 2020 and 2019, respectively, and $2,041 and $1,709 during the six months ended September 30, 2020 and 2019, respectively.
Share-Based Incentive Plans
Following the IPO, additional awards of restricted shares have been and will be made under the Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan (the "2016 Incentive Plan"), which became effective in August 2015 and was amended in October 2017. Under the 2016 Incentive Plan, it is anticipated that the Company will continue to grant cash and equity-based incentive awards to eligible service providers in order to attract, motivate and retain the talent necessary to operate the Company's business. Equity-based incentive awards issued under the 2016 Incentive Plan generally vest over a four-year period. An aggregate of 37,847 restricted shares of Class A common stock were granted under the 2016 Incentive Plan to (i) two independent directors in August 2015 at $21 per share, (ii) two independent directors in the first quarter of fiscal 2017 at $25.21 per share, (iii) one independent director in the first quarter of fiscal 2017 at $23.93 per share, (iv) three independent directors in the first quarters of fiscal 2018 and 2019 at $33.54 and $44.50 per share, respectively, (v) one independent director in the third quarter of fiscal 2019 at $42.41 per share, (vi) four independent directors in the first quarter of fiscal 2020 at $47.22 per share, and (vii) one independent director in the third quarter of fiscal 2020 at $47.21 per share.
No excess tax benefit was recognized during the three months ended September 30, 2020 and 2019. An excess tax benefit of $13,408 and $7,605 was recognized during the six months ended September 30, 2020 and 2019, respectively, as a component of the provision for income taxes and an operating activity on the Consolidated Statements of Cash Flows. The excess tax benefits recognized during the six months ended September 30, 2020 and 2019 were related to shares vested in April and May 2020 and 2019, respectively.
The share awards are classified as equity awards at the time of grant unless the number of shares granted is unknown. Awards that are settleable in shares based upon a future determinable stock price are classified as liabilities until the price is established and the resulting number of shares is known, at which time they are re-classified from liabilities to equity awards. Activity in equity classified share awards which relate to the Company's 2006 Incentive Award Plan (the "2006 Incentive Plan") and the 2016 Incentive Plan during the six months ended September 30, 2020 and 2019 is as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Activity in liability classified share awards during the six months ended September 30, 2020 and 2019 is as follows:
Awards Settleable in Shares
Fair Value
Balance, April 1, 2020
$
20,989
Offer to grant
4,826
Share price determined-converted to cash payments
(249)
Share price determined-transferred to equity grants
(7,223)
Forfeited
(1,389)
Balance, September 30, 2020
$
16,954
Balance, April 1, 2019
$
21,676
Offer to grant
6,090
Share price determined-converted to cash payments
(52)
Share price determined-transferred to equity grants
(6,457)
Forfeited
—
Balance, September 30, 2019
$
21,257
Compensation expenses for the Company associated with both equity and liability classified awards totaled $16,941 and $18,347 for the three months ended September 30, 2020 and 2019, respectively, and $34,137 and $31,109 for the six months ended September 30, 2020 and 2019, respectively.
As of September 30, 2020 and 2019, there was $119,707 and $110,615, respectively, of total unrecognized compensation cost related to unvested share awards granted under both the 2006 Incentive Plan and 2016 Incentive Plan. These costs are recognized over a weighted average period of 1.7 years and 1.4 years, as of September 30, 2020 and 2019, respectively.
On October 19, 2017, our board of directors approved an amendment (the “Amendment”) to the 2016 Incentive Plan reducing the number of shares of common stock available for issuance under the 2016 Incentive Plan by approximately 12.2 million shares. Under the Amendment, the aggregate number of shares of common stock that are available for issuance under awards granted pursuant to the 2016 Incentive Plan is equal to the sum of (i) 8.0 million and (ii) any shares of our Class B common stock that are subject to awards under our 2006 Incentive Plan that terminate, expire or lapse for any reason after October 19, 2017.
The number of shares available for issuance will be increased annually beginning on April 1, 2018 and ending on April 1, 2025, by an amount equal to the lowest of:
•6,540,659 shares of our Class A common stock and Class B common stock;
•Six percent of the shares of Class A common stock and Class B common stock outstanding on the final day of the immediately preceding fiscal year; and
•such smaller number of shares as determined by our board of directors.
Note 15 — Stockholders' Equity
There are two classes of authorized HL, Inc. common stock: Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share, and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock may be converted into one share of Class A common stock at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions.
On May 30, 2019, pursuant to a registered underwritten public offering, ORIX USA sold 3,000,000 shares of our Class A common stock to the public at a price of $45.80.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
On August 1, 2019, pursuant to a registered underwritten public offering, ORIX USA sold its remaining ownership of 3,377,935 shares of our Class A common stock to the public at a price of $45.62.
On May 20, 2020, the Company completed an underwritten public offering of 3,000,000 shares of its Class A common stock. The offering generated net proceeds for the Company of approximately $188.7 million after deducting the underwriting discount and estimated offering expenses payable by us.
On August 14, 2020, the Company completed the acquisition of MVP. Consideration included 192,247 unrestricted shares of the Company’s Class B Common Stock and 104,862 restricted shares of the Company's Class B common stock, that are subject to certain repurchase rights in favor of the Company. The Company registered for resale shares of Class A common stock issuable upon conversion of such unrestricted shares of Class B common stock pursuant to a prospectus supplement filed with the SEC on August 28, 2020.
Class A common stock
During the three months ended September 30, 2020 and 2019, no shares were issued to non-employee directors, and 801,512 and 1,600,049 were converted from Class B to Class A, respectively. During the six months ended September 30, 2020 and 2019, 5,577 and 7,027 shares were issued to non-employee directors, respectively, and 2,331,269 and 3,891,876 were converted from Class B to Class A, respectively. As of September 30, 2020, there were 51,473,011 Class A shares held by the public and 33,181 Class A shares held by non-employee directors. As of September 30, 2019, there were 41,503,341 Class A shares held by the public and 61,967 Class A shares held by non-employee directors.
Class B common stock
As of September 30, 2020 and 2019, there were 18,255,244 and 24,079,076, respectively, Class B shares held by the HL Voting Trust.
Dividends
Previously declared dividends related to unvested shares of $4,961 and $6,670 were unpaid as of September 30, 2020 and 2019, respectively.
Stock subscriptions receivable
Employees of the Company periodically issued notes receivable to the Company documenting loans made by the Company to such employees for the purchase of restricted shares of the Company.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Share repurchases
In July 2018, the board of directors authorized the repurchase of up to an additional $100 million of the Company's common stock.
In July 2020, the board of directors authorized a new share repurchase program to replace the aforementioned July 2018 $100 million repurchase authority. Under the July 2020 share repurchase program, the Company is authorized to acquire an aggregate amount of up to $125 million of the Company's Class A common stock and Class B common stock.
During the three months ended September 30, 2020 and 2019, the Company repurchased 5,542 and 862 shares, respectively, of Class B common stock, to satisfy $699 and $39 of required withholding taxes in connection with the vesting of restricted awards, respectively. During the three months ended September 30, 2020, the Company repurchased an additional 401,960 shares of its outstanding common stock at a weighted average price of $57.72 per share, excluding commissions, for an aggregate purchase price of $23,200. During the three months ended September 30, 2019, the Company repurchased an additional 479,233 shares of its outstanding common stock at a weighted average price of $43.79 per share, excluding commissions, for an aggregate purchase price of $20,987.
During the six months ended September 30, 2020 and 2019, the Company repurchased 286,435 and 609,593 shares, respectively, of Class B common stock, to satisfy $17,791 and $29,284 of required withholding taxes in connection with the vesting of restricted awards, respectively. During the six months ended September 30, 2020 the Company repurchased an additional 401,960 shares of its outstanding common stock at a weighted average price of $57.72 per share, excluding commissions, for an aggregate purchase price of $23,200. During the six months ended September 30, 2019, the Company repurchased an additional 534,397 shares of its outstanding common stock at a weighted average price of and $43.95 per share, excluding commissions, for an aggregate purchase price of $23,487.
Note 16 — Leases
Lessee Arrangements
Operating Leases
We lease real estate and equipment used in operations from third parties. As of September 30, 2020, the remaining term of our operating leases ranged from 1 to 16 years with various automatic extensions.
The following table outlines the maturity of our existing operating lease liabilities on a fiscal year-end basis as of September 30, 2020.
Operating Leases
Remaining 2021
$
15,311
2022
28,200
2023
23,407
2024
18,152
2025
19,235
Thereafter
99,437
Total
203,742
Less: present value discount
(33,046)
Operating lease liabilities
$
170,696
During the three months ended September 30, 2020, the Company entered into two additional office space operating leases that have not yet commenced, for approximately $13.2 million. These operating leases are expected to commence between November 2020 and January 2021 with a lease term of 7 to 15 years.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Lease costs
Three Months Ended September 30,
Six Months Ended September 30,
2020
2019
2020
2019
Operating lease expense
$
7,554
$
8,934
$
14,798
$
15,263
Variable lease expense (1)
2,800
6,026
5,127
9,676
Short-term lease expense
—
10
100
81
Less: Sublease income
(53)
(48)
(101)
(97)
Total lease costs
$
10,301
$
14,922
$
19,924
$
24,923
(1)Primarily consists of payments for property taxes, common area maintenance and usage based operating costs.
Weighted-average details
September 30,
2020
2019
Weighted-average remaining lease term (years)
10
9
Weighted-average discount rate
3.8
%
4.1
%
Supplemental cash flow information related to leases:
Six Months Ended September 30,
2020
2019
Operating cash flows:
Cash paid for amounts included in the measurement of Operating lease liabilities
$
15,632
$
11,588
Right-of-use assets obtained in exchange for Operating lease liabilities
24,549
—
Non-cash activity:
Change in Operating lease right-of-use assets due to remeasurement
$
594
$
5,883
Note 17 — Commitments and Contingencies
The Company has been named in various legal actions arising in the normal course of business. In the opinion of the Company, in consultation with legal counsel, the final resolutions of these matters are not expected to have a material adverse effect on the Company’s financial condition, operations and cash flows.
The Company also provides routine indemnifications relating to certain real estate (office) lease agreements under which it may be required to indemnify property owners for claims and other liabilities arising from the Company’s use of the applicable premises. In addition, the Company guarantees the performance of its subsidiaries under certain office lease agreements. The terms of these obligations vary, and because a maximum obligation is not explicitly stated, the Company has determined that it is not possible to make an estimate of the maximum amount that it could be obligated to pay under such contracts. Based on historical experience and evaluation of specific indemnities, management believes that judgments, if any, against the Company related to such matters are not likely to have a material effect on the consolidated financial statements. Accordingly, the Company has not recorded any liability for these obligations as of September 30, 2020 or March 31, 2020.
There have been no material changes outside of the ordinary course of business to our known contractual obligations, which are set forth in the table included in Item 7 in our 2020 Annual Report.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Note 18 — Segment and Geographical Information
The Company’s reportable segments are described in Note 1 and each are individually managed and provide separate services which require specialized expertise for the provision of those services. Revenues by segment represent fees earned on the various services offered within each segment. Segment profit consists of segment revenues, less (1) direct expenses including compensation, travel, meals and entertainment, professional fees, and bad debt and (2) expenses allocated by headcount such as communications, rent, depreciation and amortization, and office expense. The corporate expense category includes costs not allocated to individual segments, including charges related to incentive compensation and share-based payments to corporate employees, as well as expenses of senior management and corporate departmental functions managed on a worldwide basis, including office of the executives, accounting, human capital, marketing, information technology, and compliance and legal. The following tables present information about revenues, profit and assets by segment and geography.
Three Months Ended September 30,
Six Months Ended September 30,
2020
2019
2020
2019
Revenues by segment
Corporate Finance
$
108,049
$
155,981
$
196,020
$
289,570
Financial Restructuring
125,391
77,276
214,011
156,630
Financial and Valuation Advisory
42,296
39,553
76,841
76,959
Revenues
$
275,736
$
272,810
$
486,872
$
523,159
Segment profit (1)
Corporate Finance
$
24,086
$
42,688
$
46,736
$
80,116
Financial Restructuring
54,808
23,588
90,977
47,565
Financial and Valuation Advisory
11,915
8,940
19,312
17,221
Total segment profit
90,809
75,216
157,025
144,902
Corporate expenses (2)
23,934
30,063
47,560
51,972
Other (income)/expense, net
(196)
(1,101)
(1,357)
(2,748)
Income before provision for income taxes
$
67,071
$
46,254
$
110,822
$
95,678
(1)We adjust the compensation expense for a business segment in situations where an employee residing in one business segment is performing work in another business segment where the revenues are accrued. Segment profit may vary significantly between periods depending on the levels of collaboration among the different segments.
(2)Corporate expenses represent expenses that are not allocated to individual business segments such as office of the executives, accounting, information technology, compliance, legal, marketing, and human capital.
September 30, 2020
March 31, 2020
Assets by segment
Corporate Finance
$
471,788
$
403,147
Financial Restructuring
174,832
186,418
Financial and Valuation Advisory
134,426
127,440
Total segment assets
781,046
717,005
Corporate assets
1,054,497
959,998
Total assets
$
1,835,543
$
1,677,003
Three Months Ended September 30,
Six Months Ended September 30,
2020
2019
2020
2019
Income before provision for income taxes by geography
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(In thousands, except share data or as otherwise stated)
Three Months Ended September 30,
Six Months Ended September 30,
2020
2019
2020
2019
Revenues by geography
United States
$
224,068
$
237,932
$
401,013
$
446,437
International
51,668
34,878
85,859
76,722
Revenues
$
275,736
$
272,810
$
486,872
$
523,159
September 30, 2020
March 31, 2020
Assets by geography
United States
1,449,384
1,135,871
International
386,159
541,132
Total assets
$
1,835,543
$
1,677,003
Note 19 — Subsequent Events
On October 22, 2020, the Company's board of directors declared a quarterly cash dividend of $0.33 per share of Class A and Class B common stock, payable on December 15, 2020, to shareholders of record on December 2, 2020.
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion should be read together with our consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q. We make statements in this discussion that are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “intends,” “predicts,” “potential” or “continue,” the negative of these terms or other similar expressions. These forward-looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including but not limited to, the factors listed under the heading “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended March 31, 2020 (the "2020 Annual Report"). Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements speak only as of the date of this filing. You should not rely upon forward-looking statements as a prediction of future events. We are under no duty to and we do not undertake any obligation to update or review any of these forward-looking statements after the date of this filing to conform our prior statements to actual results or revised expectations whether as a result of new information, future developments or otherwise.
Key Financial Measures
Revenues
Revenues include fee revenues and reimbursements of expenses (see Note 2 and Note 3 to our unaudited consolidated financial statements in this Form 10-Q for additional information). Revenues reflect revenues from our Corporate Finance (“CF”), Financial Restructuring (“FR”), and Financial and Valuation Advisory (“FVA”) business segments that substantially consist of fees for advisory services.
Revenues for all three business segments are recognized upon satisfaction of the performance obligation and may be satisfied over time or at a point in time. The amount and timing of the fees paid vary by the type of engagement. In general, advisory fees are paid at the time an engagement letter is signed (“Retainer Fees”), during the course of the engagement (“Progress Fees”), or upon the successful completion of a transaction or engagement (“Completion Fees”).
CF provides general financial advisory services in addition to advice on mergers and acquisitions and capital markets offerings. We advise public and private institutions on a wide variety of situations, including buy-side and sell-side transactions, as well as leveraged loans, private mezzanine debt, high-yield debt, initial public offerings, follow-ons, convertibles, equity private placements, private equity, and liability management transactions, and advise financial sponsors on all types of transactions. The majority of our CF revenues consists of Completion Fees. A CF transaction can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to Retainer Fees and in some cases Progress Fees that may have been received.
FR provides advice to debtors, creditors and other parties-in-interest in connection with recapitalization/deleveraging transactions implemented both through bankruptcy proceedings and through out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions and capital markets activities. As part of these engagements, our FR business segment offers a wide range of advisory services to our clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; corporate viability assessment; dispute resolution and expert testimony; and procuring debtor-in-possession financing. Although atypical, FR transactions can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to the Retainer Fees and/or Progress Fees.
FVA primarily provides valuations of various assets, including: companies; illiquid debt and equity securities; and intellectual property (among other assets and liabilities). These valuations are used for financial reporting, tax reporting, and other purposes. In addition, our FVA business segment renders fairness opinions in connection with mergers and acquisitions and other transactions, and solvency opinions in connection with corporate spin-offs and dividend recapitalizations, and other types of financial opinions in connection with other transactions. Also, our FVA business segment provides dispute resolution services to clients where fees are usually based on the hourly rates of our financial professionals. Unlike our CF or FR segments, the fees generated in our FVA segment are generally not contingent on the successful completion of a transaction.
Our operating expenses are classified as employee compensation and benefits expense and non-compensation expense; revenue and headcount are the primary drivers of our operating expenses. Reimbursements of certain out-of-pocket deal expenses are recorded on a gross basis and are therefore included in both Revenues and Operating expenses on the Consolidated Statements of Comprehensive Income.
Employee Compensation and Benefits Expense. Our employee compensation and benefits expense, which accounts for the majority of our operating expenses, is determined by management based on revenues earned, headcount, the competitiveness of the prevailing labor market, and anticipated compensation expectations of our employees. These factors may fluctuate, and as a result, our employee compensation and benefits expense may fluctuate materially in any particular period. Accordingly, the amount of employee compensation and benefits expense recognized in any particular period may not be consistent with prior periods or indicative of future periods.
Our employee compensation and benefits expense consists of base salary, payroll taxes, benefits, annual incentive compensation payable as cash bonus awards, deferred cash bonus awards, and the amortization of equity-based bonus awards. Base salary and benefits are paid ratably throughout the year. Our annual equity-based bonus awards include fixed share compensation awards and fixed dollar awards as a component of the annual bonus awards for certain employees. These equity awards are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which occurs in the first quarter of each fiscal year; accordingly, expenses are amortized over the stated vesting period. In most circumstances, the unvested portion of these awards is subject to forfeiture should the employee depart from the Company. Cash bonuses, which are accrued monthly, are discretionary and dependent upon a number of factors including the Company's performance and are generally paid in the first fiscal quarter of each year with respect to prior year performance. Generally, a portion of the cash bonus is deferred and paid in the third quarter of the fiscal year in which the bonus is awarded. The ratio of employee compensation and benefits to revenues is referred to as the "Compensation Ratio."
Non-Compensation Expense. The balance of our operating expenses includes costs for travel, meals and entertainment, rent, depreciation and amortization, information technology and communications, professional fees, and other operating expenses. We refer to all of these expenses as non-compensation expenses. A portion of our non-compensation expenses fluctuates in response to changes in headcount.
Other (Income)/Expense, net
Other (income)/expense, net includes (i) interest income earned on non-marketable and investment securities, Cash and cash equivalents, loans receivable from affiliates, employee loans, and commercial paper, (ii) interest expense and fees on our 2015 Line of Credit or 2019 Line of Credit (each defined herein), (iii) interest expense on the loan payable to affiliate, Loans payable to former shareholders, and the Loan payable to non-affiliates, (iv) equity income and/or gains or losses from funds and partnership interests where we have more than a minor ownership interest or more than minor influence over operations, but do not have a controlling interest and are not the primary beneficiary, and (v) gains and/or losses associated with the reduction/increase of earnout liabilities.
Results of Consolidated Operations
The following is a discussion of our results of operations for the three and six months ended September 30, 2020 and 2019. For a more detailed discussion of the factors that affected the revenues and the operating expenses of our CF, FR, and FVA business segments in these periods, see Part I, Item 2 of this Form 10-Q under the heading “Business Segments” below.
Three Months Ended September 30, 2020 versus September 30, 2019
Revenues were $275.7 million for the three months ended September 30, 2020, compared with $272.8 million for the three months ended September 30, 2019, representing an increase of 1%. For the quarter, CF revenues decreased (31)%, FR revenues increased 62%, and FVA revenues increased 7% when compared with the three months ended September 30, 2019.
Operating expenses were $208.9 million for the three months ended September 30, 2020, compared with $227.7 million for the three months ended September 30, 2019, representing a decrease of (8)%. Employee compensation and benefits expense, as a component of operating expenses, was $177.2 million for the three months ended September 30, 2020, compared with $174.6 million for the three months ended September 30, 2019, representing an increase of 1%. The increase in employee compensation and benefits expense was primarily a result of an increase in revenues and an increase in the compensation ratio for the quarter when compared with the same quarter last year. The Compensation Ratio was 64.3% for the three months ended September 30, 2020, compared with 64.0% for the three months ended September 30, 2019. Non-compensation expense, as a component of operating expenses, was $31.6 million for the three months ended September 30, 2020, compared with $53.0 million for the three months ended September 30, 2019, representing a decrease of (40)%. The decrease in non-compensation expense was primarily a result of a decrease in travel, meals, and entertainment expense and in other operating expenses for the quarter when compared with the same quarter last year. The decrease in travel, meals, and entertainment expense was primarily driven by reduced travel and entertainment activity as a result of the COVID-19 pandemic. The decrease in other operating expenses was due to a reduction in marketing costs, office-related costs, and other costs.
Other (income)/expense, net decreased (82)% to $(0.2) million for the three months ended September 30, 2020, compared with $(1.1) million for the three months ended September 30, 2019, primarily due to lower interest (income) generated by our investment securities.
The provision for income taxes for the three months ended September 30, 2020 was $18.3 million, which reflected an effective tax rate of 27.3%. The provision for income taxes for the three months ended September 30, 2019 was $13.1 million which reflected an effective tax rate of 28.4%. The decrease in the Company's effective tax rate during the three months ended September 30, 2020 relative to the same period in 2019 was primarily a result of a decrease in non-deductible expenses and state taxes.
Six Months Ended September 30, 2020 versus September 30, 2019
Revenues were $486.9 million for the six months ended September 30, 2020 compared with $523.2 million for the six months ended September 30, 2019, representing a decrease of (7)%. For the six months ended September 30, 2020, CF revenues decreased (32)%, FR revenues increased 37%, and FVA revenues remained relatively flat when compared with the six months ended September 30, 2019.
Operating expenses were $377.4 million for the six months ended September 30, 2020, compared with $430.2 million for the six months ended September 30, 2019, a decrease of (12)%. Employee compensation and benefits expense, as a component of operating expenses, was $314.4 million for the six months ended September 30, 2020, compared with $337.9 million for the six months ended September 30, 2019, a decrease of (7)%. The decrease in employee compensation and benefits expense was primarily a result of lower revenues for the six-month period when compared with the same period last year. The Compensation Ratio was 64.6% for both the six months ended September 30, 2020 and 2019. Non-compensation expense, as a component of operating expenses, was $63.0 million for the six months ended September 30, 2020, compared with $92.3 million for the six months ended September 30, 2019, a decrease of (32)%. The decrease in non-compensation expense was primarily a result of a decrease in travel, meals, and entertainment expense and in other operating expenses for the six-month period when compared with the same period last year. The decrease in travel, meals, and entertainment expense was primarily driven by reduced travel and entertainment activity as a result of the COVID-19 pandemic. The decrease in other operating expenses was due to a reduction in marketing costs, office-related costs, and other costs.
Other (income)/expense, net decreased to $(1.4) million for the six months ended September 30, 2020, compared with $(2.7) million for the six months ended September 30, 2019, primarily due to lower interest (income) generated by our investment securities.
The provision for income taxes for the six months ended September 30, 2020 was $15.9 million, which reflected an effective tax rate of 14.4%. The provision for income taxes for the six months ended September 30, 2019 was $19.8 million, which reflected an effective tax rate of 20.7%. The decrease in the Company's tax rate during the six months ended September 30, 2020 relative to the same period in 2019 was primarily a result of the vesting of stock that occurred in April and May 2020. The share vesting price in April and May 2020 was significantly higher as compared to the share vesting price over the same period in 2019.
The following table presents revenues, expenses and contributions from our continuing operations by business segment. The revenues by segment represent each segment’s revenues, and the profit by segment represents profit for each segment before corporate expenses, other (income)/expense, net, and income taxes.
Three Months Ended September 30,
Six Months Ended September 30,
($ in thousands)
2020
2019
Change
2020
2019
Change
Revenues by Segment
Corporate Finance
$
108,049
$
155,981
(31)
%
$
196,020
$
289,570
(32)
%
Financial Restructuring
125,391
77,276
62
%
214,011
156,630
37
%
Financial and Valuation Advisory
42,296
39,553
7
%
76,841
76,959
—
%
Revenues
$
275,736
$
272,810
1
%
$
486,872
$
523,159
(7)
%
Segment Profit (1)
Corporate Finance
$
24,086
$
42,688
(44)
%
$
46,736
$
80,116
(42)
%
Financial Restructuring
54,808
23,588
132
%
90,977
47,565
91
%
Financial and Valuation Advisory
11,915
8,940
33
%
19,312
17,221
12
%
Total Segment Profit
90,809
75,216
21
%
157,025
144,902
8
%
Corporate Expenses (2)
23,934
30,063
(20)
%
47,560
51,972
(8)
%
Other (income)/expense, net
(196)
(1,101)
(82)
%
(1,357)
(2,748)
(51)
%
Income Before Provision for Income Taxes
$
67,071
$
46,254
45
%
$
110,822
$
95,678
16
%
Segment Metrics
Number of Managing Directors
Corporate Finance
125
119
5
%
125
119
5
%
Financial Restructuring
47
45
4
%
47
45
4
%
Financial and Valuation Advisory
31
32
(3)
%
31
32
(3)
%
Number of Closed Transactions/Fee Events (3)
Corporate Finance
53
69
(23)
%
88
130
(32)
%
Financial Restructuring
30
17
76
%
59
42
40
%
Financial and Valuation Advisory
539
523
3
%
798
821
(3)
%
(1)We adjust the compensation expense for a business segment in situations where an employee residing in one business segment is performing work in another business segment where the revenues are accrued. Segment Profit may vary significantly between periods depending on the levels of collaboration among the different segments.
(2)Corporate expenses represent expenses that are not allocated to individual business segments such as office of the executives, accounting, information technology, compliance, legal, marketing, and human capital.
(3)Fee Events applicable to FVA only; a Fee Event includes any engagement that involves revenue activity during the measurement period with a revenue minimum of $1,000. References to closed transactions should be understood to be the same as transactions that are “effectively closed” as described in Note 2 of our Consolidated Financial Statements.
Corporate Finance
Three Months Ended September 30, 2020 versus September 30, 2019
Revenues for CF were $108.0 million for the three months ended September 30, 2020, compared with $156.0 million for the three months ended September 30, 2019, representing a decrease of (31)%. Revenues decreased due to a significant decline in the number of closed transactions as a result of the COVID-19 pandemic, as well as a decrease in the average transaction fee on closed transactions when compared to the same quarter last year.
Segment profit for CF was $24.1 million for the three months ended September 30, 2020, compared with $42.7 million for the three months ended September 30, 2019. Profitability decreased primarily as a result of a decrease in revenues and an increase in compensation expenses as a percentage of revenues when compared to the same quarter last year.
Six Months Ended September 30,2020 versus September 30, 2019
Revenues for CF were $196.0 million for the six months ended September 30, 2020, compared with $289.6 million for the six months ended September 30, 2019, representing a decrease of (32)%. Revenues decreased primarily due to a decrease in the number of closed transactions as a result of the COVID-19 pandemic when compared to the same period last year.
Segment profit for CF was $46.7 million for the six months ended September 30, 2020, compared with $80.1 million for the six months ended September 30, 2019. Profitability decreased primarily as a result of a decrease in revenues and higher compensation expenses as a percentage of revenues when compared to the same period last year.
Financial Restructuring
Three Months Ended September 30, 2020 versus September 30, 2019
Revenues for FR were $125.4 million for the three months ended September 30, 2020, compared with $77.3 million for the three months ended September 30, 2019, representing an increase of 62%. Revenues increased primarily due to an increase in the number of closed transactions and an increase in monthly retainer fees as a result of the increase in new engagements driven by the COVID-19 pandemic when compared to the same quarter last year.
Segment profit for FR was $54.8 million for the three months ended September 30, 2020, compared with $23.6 million for the three months ended September 30, 2019, an increase of 132%. Profitability increased primarily as a result of increased revenues and lower compensation and non-compensation expenses as a percentage of revenues when compared to the same quarter last year.
Six Months Ended September 30,2020 versus September 30, 2019
Revenues for FR were $214.0 million for the six months ended September 30, 2020, compared with $156.6 million for the six months ended September 30, 2019, representing an increase of 37%. The increase in revenues was primarily a result of an increase in the number of closed transactions, partially offset by a reduction in the average transaction fee when compared to the same period last year.
Segment profit for FR was $91.0 million for the six months ended September 30, 2020, compared with $47.6 million for the six months ended September 30, 2019, an increase of 91%. Profitability increased primarily as a result of higher revenues and lower compensation and non-compensation expenses as a percentage of revenues when compared to the same period last year.
Financial and Valuation Advisory
Three Months Ended September 30, 2020 versus September 30, 2019
Revenues for FVA were $42.3 million for the three months ended September 30, 2020, compared with $39.6 million for the three months ended September 30, 2019, representing an increase of 7%. Revenues increased primarily as a result of an increase in the average fee per fee event and a slight increase in the number of fee events when compared to the same quarter last year.
Segment profit for FVA was $11.9 million for the three months ended September 30, 2020, compared with $8.9 million for the three months ended September 30, 2019, an increase of 33%. Profitability increased primarily as a result of an increase in revenues and a decrease in non-compensation expenses as a percentage of revenues when compared to the same quarter last year.
Six Months Ended September 30,2020 versus September 30, 2019
Revenues for FVA remained relatively flat at $76.8 million for the six months ended September 30, 2020, compared with $77.0 million for the six months ended September 30, 2019. Revenues remained relatively flat as a result of an increase in the average fee per fee event that was offset by a decrease in the number of fee events when compared to the same period last year.
Segment profit for FVA was $19.3 million for the six months ended September 30, 2020, compared with $17.2 million for the six months ended September 30, 2019, an increase of 12%. Profitability increased primarily as a result of a decrease in non-compensation expenses as a percentage of revenues when compared to the same period last year.
Three Months Ended September 30, 2020 versus September 30, 2019
Corporate expenses were $23.9 million for the three months ended September 30, 2020, compared with $30.1 million for the three months ended September 30, 2019. This (20)% decrease was primarily driven by a decrease in non-compensation expenses when compared to the same quarter last year.
Six Months Ended September 30,2020 versus September 30, 2019
Corporate expenses were $47.6 million for the six months ended September 30, 2020, compared with $52.0 million for the six months ended September 30, 2019. This (8)% decrease was primarily driven by a decrease non-compensation expenses when compared to the same period last year.
Our current assets comprise cash and cash equivalents, investment securities, receivables from affiliates, accounts receivable, and unbilled work in process related to fees earned from providing advisory services. Our current liabilities include deferred income, accounts payable and accrued expenses, accrued salaries and bonuses, income taxes payable, and current portion of loan obligations.
Our cash and cash equivalents include cash held at banks. We maintain moderate levels of cash on hand in support of regulatory requirements for our registered broker-dealer. As of September 30, 2020 and March 31, 2020, we had $169.2 million and $173.7 million of cash in foreign subsidiaries, respectively. Our excess cash may be invested from time to time in short term investments, including treasury securities, commercial paper, certificates of deposit, and investment grade corporate debt securities. Please refer to Note 6 for further detail.
As of September 30, 2020, the remaining principal balance of the Loan payable to non-affiliate was $3.5 million, which included foreign currency translation adjustments and accrued interest. See Note 1 and Note 10 for additional information.
As of September 30, 2020 and March 31, 2020, our Restricted cash, Cash and cash equivalents, and Investment securities were as follows:
(In thousands)
September 30, 2020
March 31, 2020
Cash and cash equivalents
$
421,967
$
380,373
Investment securities
178,285
135,389
Total unrestricted cash and cash equivalents, including investment securities
600,252
515,762
Restricted cash (1)
373
373
Total cash, cash equivalents, and restricted cash, including investment securities
$
600,625
$
516,135
(1)Represents a deposit in support of a letter of credit issued for our Frankfurt office.
Our liquidity is highly dependent upon cash receipts from clients which in turn are generally dependent upon the successful completion of transactions as well as the timing of receivables collections, which typically occur within 60 days of billing. As of September 30, 2020, Accounts receivable, net of credit losses was $73.9 million. As of September 30, 2020, Unbilled work in process, net of credit losses was $40.6 million.
Our previously active revolving line of credit pursuant to the loan agreement, dated as of August 18, 2015, by and among Houlihan Lokey, certain domestic subsidiaries of Houlihan Lokey party thereto and Bank of America, N.A., amended July 28, 2017 and August 15, 2019 (the "2015 Line of Credit"), which provided a revolving line of credit of $75.0 million, was refinanced and replaced with the 2019 Line of Credit (as defined below).
On August 23, 2019, the Company entered into a new syndicated revolving line of credit with the Bank of America, N.A. and certain other financial institutions party thereto, which allows for borrowings of up to $100 million (and, subject to certain conditions, provides the Company with an expansion option, which, if exercised in full, would provide for a total credit facility of $200 million) and matures on August 23, 2022 (the "2019 Line of Credit"). As of September 30, 2020, no principal was outstanding under the 2019 Line of Credit. The agreement governing this facility provides that borrowings bear interest at an annual rate of LIBOR plus 1.00%, commitment fees apply to unused amounts, and contains debt covenants which require that the Company maintain certain financial ratios. The loan agreement requires compliance with certain loan covenants including but not limited to the maintenance of minimum consolidated earnings before interest, taxes, depreciation and amortization of no less than $150 million as of the end of any quarterly 12-month period and certain leverage ratios including a consolidated leverage ratio of less than 2.00 to 1.00. As of September 30, 2020, we were, and expect to continue to be, in compliance with such covenants.
On May 20, 2020, the Company completed an underwritten public offering of 3,000,000 shares of its Class A common stock. The offering generated net proceeds for the Company of approximately $188.7 million after deducting the underwriting discount and estimated offering expenses payable by us.
Our operating cash flows are primarily influenced by the amount and timing of receipt of advisory fees and the payment of operating expenses, including payments of incentive compensation to our employees. We pay a significant portion of our incentive compensation during the first and third quarters of each fiscal year. A summary of our operating, investing, and financing cash flows is as follows:
Six Months Ended September 30,
(In thousands)
2020
2019
Change
Operating activities:
Net income
$
94,890
$
75,885
25
%
Non-cash charges
61,012
38,751
57
%
Other operating activities
(157,232)
(101,493)
55
%
Net cash provided by/(used in) operating activities
(1,330)
13,143
(110)
%
Net cash provided by/(used in) investing activities
(61,179)
34,875
(275)
%
Net cash provided by/(used in) financing activities
99,790
(105,701)
NM
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
4,313
(7,812)
NM
Net increase/(decrease) in cash, cash equivalents, and restricted cash
41,594
(65,495)
(164)
%
Cash, cash equivalents, and restricted cash—beginning of period
380,746
286,115
33
%
Cash, cash equivalents, and restricted cash—end of period
$
422,340
$
220,620
91
%
Six Months Ended September 30, 2020
Operating activities resulted in a net outflow of $(1.3) million primarily attributable to an increased cash outflow associated with a reduction in accrued salaries and bonuses, partially offset by strong performance across the Company. Investing activities resulted in a net outflow of $(61.2) million primarily attributable to purchases of investment securities and the acquisition of MVP Capital, LLC, partially offset by sales or maturities of investment securities. Financing activities resulted in a net inflow of $99.8 million primarily attributable to proceeds from the Company's May 2020 offering, partially offset by dividends paid and other share repurchases. See Note 15 to our unaudited consolidated financial statements in this Form 10-Q for additional information.
Six Months Ended September 30, 2019
Operating activities resulted in a net inflow of $13.1 million primarily attributable to strong performance across the Company. Investing activities resulted in a net inflow of $34.9 million primarily attributable to sales or maturities of investment securities, partially offset by purchases of investment securities. Financing activities resulted in a net outflow of $105.7 million primarily related to dividends paid and share repurchases.
Contractual Obligations
There have been no material changes outside of the ordinary course of business to our known contractual obligations, which are set forth in the table included in Item 7 in our 2020 Annual Report.
Off‑Balance Sheet Arrangements
We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our consolidated financial statements except for certain stand-by letters of credit and bank guarantees in support of various office leases totaling approximately $0.6 million.
Critical Accounting Policies and Estimates
The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period for which they are determined to be necessary.
There have been no material changes to the critical accounting policies disclosed in our 2020 Annual Report. For additional information on critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” in the MD&A of the 2020 Annual Report.
On April 1, 2020, we adopted ASU 2016-13 Financial Instruments—Credit Losses — Measurement of Credit Losses on Financial Instruments, and all related amendments, under a modified retrospective approach. Upon adoption, a cumulative transition adjustment was recorded, which reduced retained earnings by $(682), net of tax.
For additional discussion of recently issued accounting developments and their impact or potential impact on our consolidated financial statements, see Note 2 to our unaudited consolidated financial statements in this Form 10-Q.
Item 3.Quantitative and Qualitative Disclosures about Market Risk
Market Risk and Credit Risk
Our business is not capital intensive and we generally do not issue debt or invest in derivative instruments. As a result, we are not subject to significant market risk (including interest rate risk) or credit risk (except in relation to receivables). We maintain our cash and cash equivalents with financial institutions with high credit ratings. Although these deposits are generally not insured, management believes we are not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.
Our cash and cash equivalents are denominated primarily in U.S. dollars, pound sterling and euros, and we face foreign currency risk in our cash balances and other assets and liabilities held in accounts outside the U.S. due to potential currency movements and the associated foreign currency translation accounting requirements.
We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality, age of the accounts receivable and recoverable expense balances, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to us. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover losses that may be incurred.
Risks Related to Cash and Short Term Investments
Our cash is maintained in U.S. and non-U.S. bank accounts. We have exposure to foreign exchange risks through all of our international affiliates. However, we believe our cash is not subject to any material interest rate risk, equity price risk, credit risk or other market risk. Consistent with our past practice, we expect to maintain our cash in bank accounts or highly liquid securities.
Exchange Rate Risk
The exchange rate of the U.S. dollar relative to the currencies in the non-U.S. countries in which we operate may have an effect on the reported value of our non-U.S. dollar denominated or based assets and liabilities and, therefore, be reflected as a change in other comprehensive income. Our non-U.S. assets and liabilities that are sensitive to exchange rates consist primarily of trade payables and receivables, work in progress, and cash. The net impact of the fluctuation of foreign currencies in other comprehensive income within the Consolidated Statements of Comprehensive Income was $5,443 and $(9,440) during the three months ended September 30, 2020 and 2019, respectively, and $8,370 and $(13,411) during the six months ended September 30, 2020 and 2019, respectively.
In addition, the reported amounts of our revenues and expenses may be affected by movements in the rate of exchange between the currencies in the non-U.S. countries in which we operate and the U.S. dollar, affecting our operating results. We have analyzed our potential exposure to changes in the value of the U.S. dollar relative to the pound sterling and euro, the primary currencies of our European operations, by performing a sensitivity analysis on our net income, and determined that while our earnings are subject to fluctuations from changes in foreign currency rates, at this time we do not believe we face any material risk in this respect.
From time to time, we enter into transactions to hedge our exposure to certain foreign currency fluctuations through the use of derivative instruments or other methods. As of September 30, 2020, we had one foreign currency forward contract outstanding between the pound sterling and the euro with a notional value of €3.2 million. As of September 30, 2019, we had one foreign currency forward contract outstanding between the pound sterling and the U.S. dollar with an aggregate notional value of $4.8 million. The fair value of these contracts represented a net gain/(loss) included in Other operating expenses of $5 and $(53) during the three months ended September 30, 2020 and 2019, respectively.
In summary, we have been impacted by changes in exchange rates and the potential impact of future currency fluctuation will increase as our international expansion continues. The magnitude of this impact will depend on the timing and volume of revenues and expenses of, and the amounts of assets and liabilities in, our foreign subsidiaries along with the timing of changes in the relative value of the U.S. dollar to the currencies of the non-U.S. countries in which we operate.
Item 4. Controls and Procedures
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management, including the chief executive officer and chief financial officer, recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2020.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control over financial reporting performed during the fiscal quarter ended September 30, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. There has been no material change in the nature of our legal proceedings from the descriptions contained in our 2020 Annual Report.
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed in our 2020 Annual Report.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
On August 14, 2020, the Company issued 192,247 unrestricted shares of the Company’s Class B Common Stock and 104,862 restricted shares of the Company's Class B common stock in connection with the acquisition of MVP Capital, LLC, as described in Part I, Item 1 of this Form 10-Q. The Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering and received no proceeds in connection with this issuance. Subsequently, pursuant to a prospectus supplement filed with the SEC on August 28, 2020, the Company registered for resale shares of Class A common stock issuable upon conversion of such unrestricted shares of Class B common stock.
During the quarter ended September 30, 2020, the Company issued 801,512 shares of Class A common stock upon the conversion of a like number of shares of Class B common stock. Each share of Class B common stock may be converted into one share of Class A common stock at the option of its holder. See Note 15 for additional information. The Company relied upon the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended.
Purchases of Equity Securities
The following table summarizes all of the repurchases of Houlihan Lokey, Inc. equity securities during the quarter ended September 30, 2020:
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1, 2020 - July 30, 2020 (2)
9,438
$
54.37
—
August 1, 2020 - August 31, 2020 (3)
65
59.47
—
September 1, 2020 - September 30, 2020
392,673
57.81
—
Total
402,176
$
57.72
—
$
102,300,473
(1)The shares of Class A common stock repurchased through this program have been retired. In July 2020, the board of directors authorized a new program to replace the prior repurchase authority pursuant to which new program the Company may repurchase from time to time up to $125 million in aggregate purchase price of the Company’s Class A common stock or Class B common stock, in open market and negotiated purchases.
(2)Includes 151 unvested shares of Class B common stock at an average price per share of $54.89, which were withheld from employees to satisfy tax withholding obligations resulting from the vesting of certain restricted stock awards.
(3)Represents unvested shares of Class B common stock at an average price per share of $59.47 which were withheld from employees to satisfy tax withholding obligations resulting from the vesting of certain restricted stock awards.
Section 1350 Certification of Chief Financial Officer.
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Filed herewith.
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Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
