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Section 1: 10-K/A (FORM 10-K/A)

Form 10-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K/A

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2018

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, California 90067

(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    Name of each exchange on which registered
Class A Common Stock, par value $.001    New York Stock Exchange

Securities Registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☒    No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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.    Yes  ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    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  ☒

As of September 30, 2017, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $874 million.

As of May 21, 2018, the registrant had 31,171,497 shares of Class A common stock, $0.001 par value per share, and 35,709,520 shares of Class B common stock, $0.001 par value per share, outstanding.

 

 

 


EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Houlihan Lokey, Inc. for the fiscal year ended March 31, 2018, as filed with the Securities and Exchange Commission (“SEC”) on May 25, 2018 (the “Original Filing”). This Amendment is being filed solely for the purpose of including the consent of KPMG LLP, Houlihan Lokey, Inc.’s independent registered public accounting firm, as Exhibit 23.1.

In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment.

No other changes were made to the Original Filing.

Exhibits

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.


Exhibit Index

 

          Incorporated by Reference

Exhibit

Number

  

Exhibit Description

   Form    File No.    Exhibit    Filing
Date
   Filed /
Furnished

Herewith
  3.1    Amended and Restated Certificate of Incorporation of the Company, dated August 18, 2015    8-K    333-205610    3.1    8/21/15   
  3.2    Amended and Restated Bylaws of the Company, dated August 18, 2015    8-K    333-205610    3.2    8/21/15   
  9.1    Voting Trust Agreement, dated as of August 18, 2015, by and among the Company, the holders of shares of Class  B common stock party thereto, and each trustee named therein    8-K    333-205610    9.1    8/21/15   
  9.2    Amendment No. 1 to the Voting Trust Agreement, dated as of August 28, 2015, by and among the Company and the Trustees    8-K    333-205610    9.1    8/28/15   
10.1    Stockholders’ Agreement, dated as of August 18, 2015, by and among the Company and the holders identified therein    8-K    333-205610    10.1    8/21/15   
10.2    First Amendment to Credit Agreement, dated as of July  28, 2017, among Houlihan Lokey, Inc., the Guarantors party thereto and Bank of America, N.A.    8-K    001-37537    10.1    8/2/17   
10.3    Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan    8-K    001-37537    10.1    9/25/17   
10.4    Amendment to Amended and Restated Houlihan Lokey, Inc. 2016 Incentive Award Plan    8-K    001-37537    10.1    10/20/17   
10.5    Registration Rights Agreement, dated as of August 18, 2015, by and between the Company and ORIX HLHZ Holding, LLC    8-K    333-205610    10.2    8/21/15   
10.6    Form of HL Lock- up Agreement    S-1    333-205610    10.2    7/10/15   
10.7    Registration Rights Agreement, dated as of August 18, 2015, by and among the Company and the stockholders party thereto    8-K    333-205610    10.3    8/21/15   
10.8    Transition Services Agreement, dated as of August 18, 2015, by and between ORIX USA, LP and the Company    8-K    333-205610    10.4    8/21/15   
10.9    Amended and Restated Subordinated Promissory Note, effective as of August  18, 2015, issued by the Company to ORIX USA Corporation    8-K    333-205610    10.5    8/21/15   
10.10    Credit Agreement, dated as of August  18, 2015, by and among the Company, certain domestic subsidiaries of the Company party thereto and Bank of America, N.A.    8-K    333-205610    10.6    8/21/15   
10.11    Amended and Restated Tax Sharing Agreement, dated as of August  18, 2015, by and among ORIX USA Corporation, HL Transitory Merger Company, Inc., the Company, and all corporations that are as of this date eligible to file a consolidated return as a member of the affiliated group of ORIX USA Corporation within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended, including ORIX Commercial Alliance Corporation, ORIX Real Estate Capital, Inc., and ORIX Capital Markets, LLC    8-K    333-205610    10.7    8/21/15   
10.12    Cash Management Agreement, entered into on August  18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. And ORIX Global Capital, Ltd    8-K    333-205610    10.8    8/21/15   
10.13    Form of Indemnification Agreement between Houlihan Lokey, Inc. and its directors and executive officers    S-1/A    333-205610    10.8    7/27/15   


10.14    Guarantee Agreement, dated as of August 18, 2015, by and between Houlihan Lokey Capital (Holdings) Ltd. and ORIX USA Corporation    8-K    333-205610    10.9    8/21/15   
10.15‡    Houlihan Lokey, Inc. Second Amended and Restated 2006 Incentive Compensation Plan    S-1/A    333-205610    10.9    8/3/15   
10.16    Letter Agreement, dated as of August 18, 2015, by and among the Company, ORIX USA Corporation and Fram Holdings, LLC    8-K    333-205610    10.10    8/21/15   
10.17‡    Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the Houlihan Lokey, Inc. Second Amended and Restated 2006 Incentive Compensation Plan    S-1/A    333-205610    10.10    8/3/15   
10.18‡    Form of Deferred Restricted Stock Award Grant Notice and Agreement under the Houlihan Lokey, Inc. Second Amended and Restated 2006 Incentive Compensation Plan    S-1/A    333-205610    10.11    8/3/15   
10.19‡    Form of Restricted Stock Award Agreement under the Houlihan Lokey, Inc. 2016 Incentive Award Plan    S-1/A    333-206337    10.13    8/3/15   
10.20‡    Form of Restricted Stock Unit Award Agreement under the Houlihan Lokey, Inc. 2016 Incentive Award Plan    S-1/A    333-206337    10.14    8/3/15   
10.21‡    Houlihan Lokey, Inc. Director Compensation Program    10-K    001-37537    10.21    5/25/18   
10.22‡    Notice to Fram Holdings, Inc. Second Amended and Restated 2006 Incentive Compensation Plan Equity Award Holders    S-1/A    333-205610    10.19    8/3/15   
21.1    Subsidiaries of Registrant    10-K    001-37537    21.1    5/25/18   
23.1    Consent of Independent Public Accountants                *
31.1    Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer                *
31.2    Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer                *
32.1    Section 1350 Certification of Chief Executive Officer                **
32.2    Section 1350 Certification of Chief Financial Officer                **
101.INS    XBRL Instance Document                **
101.SCH    XBRL Taxonomy Extension Schema Document                **
101.CAL†    XBRL Taxonomy Extension Calculation Linkbase Document                **
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document                **
101.LAB†    XBRL Taxonomy Extension Label Linkbase Document                **
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document                **
*    Filed herewith.
**    Furnished herewith.
   In accordance with Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections
   Indicates a management contract or compensation plan or arrangement.


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.

 

    HOULIHAN LOKEY, INC.
Date: May 30, 2018     By:   /s/ SCOTT L. BEISER
    Name:   Scott L. Beiser
    Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities on the dates indicated.

 

Date: May 30, 2018   

/s/ SCOTT L. BEISER

   Scott L. Beiser
   Chief Executive Officer
   (Principal Executive Officer)
Date: May 30, 2018   

*

   J. Lindsey Alley
   Chief Financial Officer
   (Principal Financial and Accounting Officer)
Date: May 30, 2018   

*

   Irwin N. Gold
   Executive Chairman and Director
Date: May 30, 2018   

*

   Scott J. Adelson
   Co-President and Director
Date: May 30, 2018   

*

   David A. Preiser
   Co-President and Director
Date: May 30, 2018   

*

   Ron K. Barger
   Director
Date: May 30, 2018   

*

   Jacqueline B. Kosecoff
   Director
Date: May 30, 2018   

*

   Robert J.B. Lenhardt
   Director
Date: May 30, 2018   

*

   Hideto Nishitani
   Director


Date: May 30, 2018   

*

   Robert A. Schriesheim
   Director
Date: May 30, 2018   

*

   Bennet Van de Bunt
   Director
Date: May 30, 2018   

*

   Paul E. Wilson
   Director

 

*By:   /s/ SCOTT L. BEISER
  Attorney-in-Fact
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Section 2: EX-23.1 (EXHIBIT 23.1)

Exhibit 23.1

Exhibit 23.1

The Board of Directors

Houlihan Lokey, Inc.:

We consent to the incorporation by reference in the registration statement (No. 333-206337) on Form S-8 and in the registration statements (Nos. 333-214358, 333-215801 and 333-221057) on Form S-3 of Houlihan Lokey, Inc. of our report dated May 25, 2018, with respect to the consolidated balance sheets of Houlihan Lokey, Inc. as of March 31, 2018 and 2017, and the consolidated statements of comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended March 31, 2018, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements), and the effectiveness of the Company’s internal control over financial reporting as of March 31, 2018, which report appears in the March 31, 2018 annual report on Form 10-K of Houlihan Lokey, Inc.

/s/ KPMG LLP

Los Angeles, California

May 30, 2018

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Section 3: EX-31.1 (EXHIBIT 31.1)

Exhibit 31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott L. Beiser, certify that:

 

1. I have reviewed this Annual Report on Form 10-K/A for the period ending March 31, 2018 of Houlihan Lokey, Inc. as filed with the Securities and Exchange Commission on the date hereof;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 30, 2018       /s/ SCOTT L. BEISER
      Scott L. Beiser
     

Chief Executive Officer

(Principal Executive Officer)

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Section 4: EX-31.2 (EXHIBIT 31.2)

Exhibit 31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Lindsey Alley, certify that:

 

1. I have reviewed this Annual Report on Form 10-K/A for the period ending March 31, 2018 of Houlihan Lokey, Inc. as filed with the Securities and Exchange Commission on the date hereof;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:    May 30, 2018       /s/ J. LINDSEY ALLEY
      J. Lindsey Alley
      Chief Financial Officer
      (Principal Financial and Accounting Officer)
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Section 5: EX-32.1 (EXHIBIT 32.1)

Exhibit 32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott L. Beiser, Chief Executive Officer and Director of Houlihan Lokey, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  (1) The Annual Report on Form 10-K/A of the Company for the period ended March 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 30, 2018       /s/ SCOTT L. BEISER
      Scott L. Beiser
     

Chief Executive Officer

(Principal Executive Officer)

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Section 6: EX-32.2 (EXHIBIT 32.2)

Exhibit 32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Lindsey Alley, Chief Financial Officer of Houlihan Lokey, Inc. (the “Company”), hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  (1) The Annual Report on Form 10-K/A of the Company for the period ended March 31, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: May 30, 2018       /s/ J. LINDSEY ALLEY
      J. Lindsey Alley
      Chief Financial Officer
      (Principal Financial and Accounting Officer)
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