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Section 1: 10-Q (10-Q)

Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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)
 
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    x  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).    Yes  x    No  ¨
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,” "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 2, 2018, the registrant had 34,722,318 shares of Class A common stock, $0.001 par value per share, and 31,033,243 shares of Class B common stock, $0.001 par value per share, outstanding.
 



 

HOULIHAN LOKEY, INC.
TABLE OF CONTENTS

 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

i

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands, except share data and par value)
 
September 30,
2018
 
March 31,
2018
 
(unaudited)
 
 
Assets:
 
 
 
Cash and cash equivalents
$
227,599

 
$
206,723

Restricted cash (note 2)
366

 
93,500

Investment securities (fair value of $26,560 and $209,266 as of September 30 and March 31, 2018)
26,565

 
209,319

Accounts receivable, net of allowance for doubtful accounts of $11,501 and $11,391 as of September 30 and March 31, 2018, respectively
66,010

 
77,259

Unbilled work in process
31,841

 
45,862

Receivable from affiliates
7,870

 
8,732

Property and equipment, net of accumulated depreciation of $40,945 and $37,078 as of September 30 and March 31, 2018, respectively
31,699

 
32,146

Goodwill and other intangibles, net
799,322

 
723,310

Other assets
29,134

 
21,990

Total assets
$
1,220,406

 
$
1,418,841

Liabilities and Stockholders' Equity
 
 
 
Liabilities:
 
 
 
Accrued salaries and bonuses
$
268,548

 
$
377,901

Accounts payable and accrued expenses
41,183

 
40,772

Deferred income
30,946

 
3,620

Income taxes payable
7,941

 
9,967

Deferred income taxes
10,148

 
22,180

Forward purchase liability

 
93,500

Loans payable to former shareholders
2,642

 
3,036

Loan payable to non-affiliate
8,899

 
8,825

Other liabilities
21,793

 
6,227

Total liabilities
392,100

 
566,028

Stockholders' equity:
 
 
 
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 34,696,005 and 30,604,405 shares as of September 30 and March 31, 2018, respectively
35

 
31

Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 31,063,445 and 37,187,932 shares as of September 30 and March 31, 2018, respectively
31

 
37

Treasury stock, at cost; 0 and 2,000,000 shares as of September 30 and March 31, 2018, respectively

 
(93,500
)
Additional paid-in capital
636,150

 
753,077

Retained earnings
222,324

 
207,124

Accumulated other comprehensive loss
(30,234
)
 
(13,956
)
Total stockholders' equity
828,306

 
852,813

Total liabilities and stockholders' equity
$
1,220,406

 
$
1,418,841


The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

1

Table of Contents

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in thousands, except share and per share data)
(unaudited)
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Revenues(a)
$
274,992

 
$
242,183

 
$
494,994

 
$
459,674

Operating expenses:
 
 
 
 
 
 
 
Employee compensation and benefits
175,321

 
161,295

 
314,501

 
306,804

Travel, meals, and entertainment
10,111

 
6,229

 
19,697

 
11,907

Rent
10,437

 
6,959

 
18,625

 
14,149

Depreciation and amortization
3,706

 
2,175

 
7,174

 
4,149

Information technology and communications
4,709

 
4,966

 
10,298

 
9,242

Professional fees
5,784

 
3,371

 
12,061

 
5,758

Other operating expenses(b)
8,749

 
3,862

 
16,333

 
7,466

Total operating expenses
218,817

 
188,857

 
398,689

 
359,475

Operating income
56,175

 
53,326

 
96,305

 
100,199

Other (income) expenses, net(c)   
(1,007
)
 
(200
)
 
(2,613
)
 
(1,706
)
Income before provision for income taxes
57,182

 
53,526

 
98,918

 
101,905

Provision for income taxes
17,063

 
20,169

 
29,115

 
29,304

Net income
$
40,119

 
$
33,357

 
$
69,803

 
$
72,601

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(3,695
)
 
2,692

 
(16,278
)
 
7,753

Comprehensive income
$
36,424

 
$
36,049

 
$
53,525

 
$
80,354

 
 
 
 
 
 
 
 
Attributable to Houlihan Lokey, Inc. common stockholders:
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
Basic
62,258,919

 
62,117,998

 
62,620,017

 
62,230,177

Fully Diluted
66,045,921

 
66,907,890

 
66,099,770

 
66,640,539

Net income per share of common stock (note 13)
 
 
 
 
 
 
 
Basic
$
0.64

 
$
0.54

 
$
1.11

 
$
1.17

Fully Diluted
$
0.61

 
$
0.50

 
$
1.06

 
$
1.09

(a)
including related party revenue of $6,147 and $2,443 during the three months ended September 30, 2018 and 2017, respectively, and $8,495 and $2,806 during the six months ended September 30, 2018 and 2017, respectively.
(b)
including related party income (expense) of $224 and $(38) during the three months ended September 30, 2018 and 2017, respectively, and $224 and $134 during the six months ended September 30, 2018 and 2017, respectively.
(c)
including related party interest expense of $0 during the three months ended September 30, 2018 and 2017, and $0 and $62 during the six months ended September 30, 2018 and 2017, respectively. Also, including related party interest income of $24 and $29 during the three months ended September 30, 2018 and 2017, respectively, and $48 and $61 during the six months ended September 30, 2018 and 2017, respectively. The Company recognized gain (loss) related to investments in unconsolidated entities of $453 and $(390) for the three months ended September 30, 2018 and 2017, respectively, and $906 and $(220) for the six months ended September 30, 2018 and 2017, respectively.

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

2

Table of Contents

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Six Months Ended September 30, 2018 and 2017
($ in thousands)
(unaudited)
 
HLI Class A common stock
 
HLI Class B
common stock
 
Treasury Stock
 
 
 
 
 
 
 
 
 
 
 
Shares
 
$
 
Shares
 
$
 
Shares
 
$
 
Additional paid-in capital
 
Retained earnings
 
Accumulated other comprehensive loss
 
Stock subscriptions receivable
 
Total stockholders' equity
Balances – April 1, 2017
22,026,811

 
$
22

 
50,883,299

 
$
51

 
(6,900,000
)
 
(193,572
)
 
$
854,750

 
$
87,407

 
$
(21,917
)
 
$
(124
)
 
$
726,617

Shares issued

 

 
1,244,097

 
1

 

 

 
187

 

 

 

 
188

Stock compensation vesting (note 14)

 

 

 

 

 

 
21,153

 

 

 

 
21,153

Dividends

 

 

 

 

 

 

 
(25,764
)
 

 

 
(25,764
)
Stock subscriptions receivable redeemed

 

 

 

 

 

 

 

 

 
124

 
124

Retired shares upon settlement of forward purchase agreement

 

 
(6,900,000
)
 
(7
)
 
6,900,000

 
193,572

 
(193,565
)
 

 

 

 

Conversion of Class B to Class A shares
3,064,907

 
3

 
(3,064,907
)
 
(3
)
 

 

 

 

 

 

 

Shares issued to non-employee directors (note 14)
5,589

 

 

 

 

 

 

 

 

 

 

Shares repurchase program (note 14)
(430,237
)
 

 

 

 

 

 
(15,139
)
 

 

 

 
(15,139
)
Other shares repurchased/forfeited

 

 
(178,481
)
 

 

 

 
(1,835
)
 

 

 

 
(1,835
)
Net income

 

 

 

 

 

 

 
72,601

 

 

 
72,601

Change in unrealized translation

 

 

 

 

 

 

 

 
7,753

 

 
7,753

Total comprehensive income

 

 

 

 

 

 

 

 

 

 
80,354

Balances - September 30, 2017
24,667,070

 
$
25

 
41,984,008

 
$
42

 

 
$

 
$
665,551

 
$
134,244

 
$
(14,164
)
 
$

 
$
785,698

 
HLI Class A common stock
 
HLI Class B
common stock
 
Treasury Stock
 
 
 
 
 
 
 
 
 
 
 
Shares
 
$
 
Shares
 
$
 
Shares
 
$
 
Additional paid-in capital
 
Retained earnings
 
Accumulated other comprehensive loss
 
Stock subscriptions receivable
 
Total stockholders' equity
Balances – April 1, 2018
30,604,405

 
$
31

 
37,187,932

 
$
37

 
(2,000,000
)
 
$
(93,500
)
 
$
753,077

 
$
207,124

 
$
(13,956
)
 
$

 
$
852,813

Cumulative effect of the change in accounting principle related to revenue recognition from contracts with clients, net of tax

 

 

 

 

 

 

 
(19,680
)
 

 

 
(19,680
)
Shares issued

 

 
1,158,001

 
1

 

 

 
6,991

 

 

 

 
6,992

Stock compensation vesting (note 14)

 

 

 

 

 

 
25,571

 

 

 

 
25,571

Class B shares sold
195,840

 

 
(195,840
)
 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 
(34,923
)
 

 

 
(34,923
)
Secondary offering
3,000,000

 
3

 
(3,000,000
)
 
(3
)
 

 

 

 

 

 

 

Retired shares upon settlement of forward purchase agreement

 

 
(2,000,000
)
 
(2
)
 
2,000,000

 
93,500

 
(93,498
)
 

 

 

 

Conversion of Class B to Class A shares
2,001,689

 
2

 
(2,001,689
)
 
(2
)
 

 

 

 

 

 

 

Shares issued to non-employee directors (note 14)
4,212

 

 

 

 

 

 
187

 

 

 

 
187

Other shares repurchased/forfeited
(1,110,141
)
 
(1
)
 
(84,959
)
 

 

 

 
(56,178
)
 

 

 

 
(56,179
)
Net income

 

 

 

 

 

 

 
69,803

 

 

 
69,803

Change in unrealized translation

 

 

 

 

 

 

 

 
(16,278
)
 

 
(16,278
)
Total comprehensive income

 

 

 

 

 

 

 

 

 

 
53,525

Balances - September 30, 2018
34,696,005

 
$
35

 
31,063,445

 
$
31

 

 
$

 
$
636,150

 
$
222,324

 
$
(30,234
)
 
$

 
$
828,306


The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

3

Table of Contents

HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands, except share data)
(unaudited)
 
Six Months Ended September 30,
 
2018
 
2017
Cash flows from operating activities:
 
 
 
Net income
$
69,803

 
$
72,601

Adjustments to reconcile net income to net cash used in operating activities:
 
 
 
Deferred tax expense
(4,602
)
 
421

Provision for bad debts
613

 
979

Depreciation and amortization
7,174

 
4,149

Contingent consideration valuation
(708
)
 

Compensation expenses – restricted share grants (note 14)
30,759

 
23,562

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
27,550

 
20,707

Unbilled work in process
14,021

 
23,218

Other assets
(7,144
)
 
277

Accrued salaries and bonuses
(114,099
)
 
(63,853
)
Accounts payable and accrued expenses
(832
)
 
(5,267
)
Deferred income
(4,485
)
 
1,472

Income taxes payable
(2,193
)
 
(10,547
)
Net cash provided by operating activities
15,857

 
67,719

Cash flows from investing activities:
 
 
 
Purchases of investment securities
(26,513
)
 
(60,558
)
Maturities of investment securities
209,268

 

Acquisition of business, net of cash acquired
(71,407
)
 
(2,825
)
Changes in receivables from affiliates
862

 
1,229

Purchase of property and equipment, net
(3,199
)
 
(5,529
)
Net cash provided by (used in) investing activities
109,011

 
(67,683
)
Cash flows from financing activities:
 
 
 
Dividends paid
(33,574
)
 
(24,894
)
Settlement of forward purchase contract
(93,500
)
 
(192,372
)
Shares purchased under stock repurchase program

 
(15,139
)
Other share repurchases
(54,233
)
 
(1,835
)
Payments to settle employee tax obligations on share-based awards
(1,947
)
 
(60
)
Earnouts paid
(1,923
)
 

Stock subscriptions receivable redeemed

 
124

Loans payable to former shareholders redeemed
(394
)
 
(1,479
)
Repayments of loans to affiliates

 
(15,000
)
Other financing activities
187

 
247

Net cash used in financing activities
(185,384
)
 
(250,408
)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
(11,742
)
 
3,042

Decrease in cash, cash equivalents, and restricted cash
(72,258
)
 
(247,330
)
Cash, cash equivalents, and restricted cash – beginning of period
300,223

 
492,686

Cash, cash equivalents, and restricted cash – end of period
$
227,965

 
$
245,356

Supplemental disclosures of noncash activities:
 
 
 
Fully depreciated assets written off
$

 
$
16

Fully amortized intangibles written off
8,272

 

Cash acquired through acquisitions
16,141

 

Cash paid during the period:
 
 
 
Interest
$
432

 
$
382

Taxes
40,450

 
39,431


The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

4

Table of Contents
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)


(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 the 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.

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.
Prior to a corporate reorganization that was consummated immediately prior to the closing of the IPO, the Company was incorporated in California as Houlihan Lokey, Inc., a California corporation ("HL CA"), and was a wholly owned indirect subsidiary of Fram Holdings, Inc., a Delaware corporation ("Fram"), which, in turn, was a majority owned subsidiary of ORIX Corporation USA (formerly ORIX USA Corporation), a Delaware corporation ("ORIX USA"), with the remaining minority interest being held by Company employees ("HL Holders"). ORIX USA and the HL Holders held their interests in HL CA indirectly through their ownership of Fram. On July 24, 2015, HL CA merged with and into HL, Inc., with HL, Inc. as the surviving entity. In connection with the IPO, the HL Holders deposited their shares of HL, Inc. Class B common stock into a voting trust (the "HL Voting Trust") and own such common stock through the HL Voting Trust. Houlihan Lokey separated from Fram and as a result, HL, Inc. common stock is held directly by ORIX USA (through ORIX HLHZ Holding, LLC, its wholly owned subsidiary), the HL Voting Trust, for the benefit of the HL Holders, non-employee directors, and public shareholders.
In addition, prior to the consummation of the IPO, the Company distributed to its existing owners a dividend of $270.0 million, consisting of (i) a short-term note in the aggregate amount of $197.2 million, which was repaid immediately after the consummation of the IPO, and was allocated $94.5 million to ORIX USA and $102.7 million to the HL Holders, (ii) a note to ORIX USA in the amount of $45.0 million (see note 10), and (iii) certain of our non-operating assets to certain of the HL Holders (consisting of non-marketable minority equity interests in four separate businesses that ranged in carrying value from $2.5 million to $11.0 million, and were valued in the aggregate at approximately $22.8 million as of June 30, 2015), together with $5.0 million in cash to be used to complete a potential additional investment and in the administration of these assets in the future. All issued and outstanding Fram shares were converted to HL, Inc. common stock at a ratio of 10.425 shares for each share of Fram stock. Immediately following the IPO, there were 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. As of September 30, 2018 , there were 34,033,702 Class A shares held by the public, 52,582 Class A shares held by non-employee directors, and 609,721 Class A shares held by ORIX USA. In addition, there were 25,295,231 Class B shares held by the HL Voting Trust, and 5,768,214 Class B shares held by ORIX USA.
The Company did not receive any proceeds from the sale of its Class A common stock in the IPO.

5

Table of Contents
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

Expenses related to the corporate reorganization and IPO recorded in the consolidated statements of comprehensive income include the following:

$3,549 and $3,590 of compensation expenses associated with the amortization of restricted stock granted in connection with the IPO during the three months ended September 30, 2018 and 2017, respectively, and $6,872 and $7,159 during the six months ended September 30, 2018 and 2017, respectively; amortization expense of restricted stock granted in connection with the IPO is being recognized over a four and one-half year vesting period; and

$2,653 and $2,709 of compensation expenses associated with the accrual of certain deferred cash payments granted in connection with the IPO during the three months ended September 30, 2018 and 2017, respectively, and $5,406 and $5,452 during the six months ended September 30, 2018 and 2017, respectively; accrual expense of deferred cash payments granted in connection with the IPO is being recognized over a four and one-half year vesting period.

On February 14, 2017, pursuant to a registered underwritten public offering, we issued and sold 6,000,000 shares of our
Class A common stock and certain of our former and current employees and members of our management (the “Selling Stockholders”) sold 2,000,000 shares of our Class A common stock, in each case, at a price to the public of $29.25 per share (the “February 2017 Follow-on Offering”). On March 15, 2017, we issued and sold an additional 900,000 shares of Class A common stock and the Selling Stockholders sold an additional 300,000 shares of Class A common stock in connection with the underwriters’ exercise in full of their option to purchase additional shares in the February 2017 Follow-on Offering.

In connection with, and prior to, the February 2017 Follow-on Offering, on February 6, 2017, we entered into a Forward Share Purchase Agreement (the "February 2017 Forward Share Purchase Agreement"), with an indirect wholly owned subsidiary of ORIX USA pursuant to which we agreed to repurchase from ORIX USA on April 5, 2017 the number of shares of our Class B common stock equal to the number of shares of our Class A common stock sold by us in the February 2017 Follow-on Offering (including any shares sold upon the exercise by the underwriters of their option to purchase additional shares of our Class A common stock) for a purchase price per share equal to the public offering price in the February 2017 Follow-on Offering less underwriting discounts and commissions. The cash proceeds from the February 2017 Follow-on Offering that were used to consummate the purchase pursuant to the February 2017 Forward Share Purchase Agreement were held in an escrow account as of March 31, 2017 and presented as restricted cash as discussed in note 2. On April 5, 2017 we settled the transaction provided for in the February 2017 Forward Share Purchase Agreement and acquired 6,900,000 shares of Class B common stock from ORIX USA using the net proceeds we received from the February 2017 Follow-on Offering. In accordance with the terms of the February 2017 Forward Share Purchase Agreement, the purchase price per share was reduced by the per share amount of the dividend paid to ORIX USA on the shares of our Class B common stock subject to the February 2017 Forward Share Purchase Agreement prior to the settlement of such transaction. As the February 2017 Forward Share Purchase Agreement required physical settlement by purchase of a fixed number of shares in exchange for cash, the 6,900,000 shares that were purchased are excluded from the Company's calculation of basic and diluted earnings per share in the Company's financial statements for the year ended March 31, 2017. In addition, as the agreement provides for the refund of any dividends paid during the term on the underlying Class A common stock, such shares are not classified as participating securities and the Company does not apply the two-class method for calculating its earnings per share.
On October 25, 2017, pursuant to a registered underwritten public offering, ORIX USA sold 1,750,000 shares of our Class A common stock and certain of our former and current employees and members of our management sold 1,750,000 shares of our Class A common stock, in each case, at a price to the public of $42.00 per share, and such transaction closed on October 30, 2017 (the "October 2017 Follow-on Offering"). On November 3, 2017, ORIX USA sold an additional 125,000 shares of Class A common stock and our former and current employees and members of our management sold an additional 125,000 shares of Class A common stock in connection with the underwriters’ partial exercise of their option to purchase additional shares in the offering.

On March 12, 2018, pursuant to a registered underwritten public offering, we issued and sold 2,000,000 shares of our Class A common stock and certain of our former and current employees and members of our management sold 2,000,000 shares of our Class A common stock, in each case, at a price to the public of $47.25 per share (the “March 2018 Follow-on Offering”).


6

Table of Contents
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

            In connection with, and prior to, the March 2018 Follow-on Offering, on January 26, 2018, we entered into a Forward Share Purchase Agreement (the "January 2018 Forward Share Purchase Agreement"), with an indirect wholly owned subsidiary of ORIX USA pursuant to which we agreed to purchase from ORIX USA on April 5, 2018 the number of shares of our Class B common stock equal to the number of shares of our Class A common stock sold by us in the March 2018 Follow-on Offering for a purchase price per share equal to the public offering price in the March 2018 Follow-on Offering less underwriting discounts and commissions. The cash proceeds from the March 2018 Follow-on Offering that were used to consummate the purchase pursuant to the January 2018 Forward Share Purchase Agreement were held in an escrow account as of March 31, 2018 and presented as restricted cash as discussed in note 2. On April 5, 2018 we settled the transaction provided for in the January 2018 Forward Share Purchase Agreement and acquired 2,000,000 shares of Class B common stock from ORIX USA using the net proceeds we received from the March 2018 Follow-on Offering. As the January 2018 Forward Share Purchase Agreement required physical settlement by purchase of a fixed number of shares in exchange for cash, the 2,000,000 shares that were purchased are excluded from the Company's calculation of basic and diluted earnings per share in the Company's financial statements for the year ended March 31, 2018. In addition, as the agreement provides for the refund of any dividends paid during the term on the underlying Class A common stock, such shares are not classified as participating securities and the Company does not apply the two-class method for calculating its earnings per share.

In April 2018, the Company completed the acquisition of Quayle Munro Limited, an independent advisory firm that provides corporate finance advisory services to companies underpinned by data & analytics, content, software, and services. 

In May 2018, the Company completed the acquisition of BearTooth Advisors, an independent advisory business providing strategic advisory and placement agency services to alternative investment managers.

On June 4, 2018, pursuant to a registered underwritten public offering, ORIX USA sold 1,985,983 shares of our Class A common stock and certain of our former and current employees and members of our management sold 1,014,017 shares, in each case, at a price to the public of $49.15 per share (the "June 2018 Follow-on Offering"). Concurrently with the closing of the offering, the Company repurchased from ORIX USA 697,000 shares of Class A Common Stock at a purchase price per share of $49.11.

The Company offers financial services and financial advice to a broad clientele located throughout the United States of America, Europe, and the Asia-Pacific region. The Company has U.S. offices in Los Angeles, San Francisco, Chicago, New York City, Minneapolis, McLean (Virginia), Dallas, Houston, Miami, and Atlanta as well as foreign offices in London, Paris, Frankfurt, 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 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 Corporate Finance revenues consists of fees paid upon the successful completion of the transaction or engagement ("Completion Fees"). A Corporate Finance 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.

Financial Restructuring provides advice to debtors, creditors and other parties-in-interest in connection with recapitalization/deleveraging transactions implemented both through bankruptcy proceedings and though 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 Financial Restructuring 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, a Financial Restructuring 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 initial Retainer Fees and/or Progress Fees.


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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

Financial Advisory Services 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 Financial Advisory Services 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 Financial Advisory Services business segment provides dispute resolution services to clients where fees are usually based on the hourly rates of our financial professionals. Lastly, our Financial Advisory Services business segment provides strategic consulting services to clients where fees are either fixed or based on the hourly rates of our consulting professionals. Unlike our Corporate Finance or Financial Restructuring segments, the fees generated in our Financial Advisory Services segment are generally not contingent on the successful completion of a transaction.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") and pursuant to the rules and regulations of the United States 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, 2018 are not necessarily indicative of the results of operations to be expected for the year ending March 31, 2019. 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 year ended March 31, 2018.
(b)
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries where it has a controlling financial interest. All significant 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) expenses, net in the consolidated statements of comprehensive income.
(c)
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: the allowance for doubtful accounts; 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.
(d)
Recognition of Revenue
Revenues consist of fee revenues from advisory services and reimbursed costs incurred in fulfilling the contract. Revenues reflect revenues from our Corporate Finance (“CF”), Financial Restructuring (“FR”), and Financial Advisory Services (“FAS”) business segments.
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.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the standard effective April 1, 2018 and under the new standard, we recognize revenue from contracts with customers upon satisfaction of our performance obligations by transferring the promised services to the customers. A service is transferred to a customer when, the customer obtains control of and derives benefit from that service. Revenue from a performance obligation satisfied over time is recognized by measuring our progress in satisfying the performance obligation in a manner that depicts the transfer of the services to the customer.

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 fee (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 from Corporate Finance engagements primarily consist of fees generated in connection with advisory services related to corporate finance, mergers and acquisitions and capital markets offerings. Advisory 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. Corporate Finance 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. Effective April 1, 2018, fees received prior to the completion of the transaction including Retainer Fees and Progress Fees are deferred within deferred income on the consolidated balance sheet and not recognized until the performance obligation is satisfied, or when the transaction is deemed by management to be terminated. Management’s judgment is required in determining when a transaction is considered to be terminated. Prior to April 1, 2018, the timing of the recognition of these various fees were generally recognized on a monthly basis, except in situations where there is uncertainty as to the timing of collection of the amount due. Progress Fees were recognized based on management’s estimates of the relative proportion of services provided through the financial reporting date to the total services required to be performed.

Revenues from Financial Restructuring 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 time using a time elapsed measure of progress as our clients simultaneously receive and consume the benefits of those services as they are provided. 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.

Revenues from Financial Advisory Services engagements primarily consist of fees generated in connection with valuation services and rendering fairness, solvency and 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 consists 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.


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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

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.
(e)
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 examples of operating expenses include: travel, meals and entertainment; rent; depreciation and amortization; information technology and communications; professional fees; and other operating expenses, which include such items as office expenses, business license and registration fees, provision for bad debts, non-income-related taxes, legal expenses, related-party support services, and charitable contributions.
(f)
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 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. In September 2018, we entered into foreign currency forward contracts between the euro and pound sterling with an aggregate notional value of approximately EUR 10.4 million and with a fair value representing a loss included in other operating expenses of $14 during the three months ended September 30, 2018. In September 2017, we entered into a foreign currency forward contract between the euro and pound sterling with an aggregate notional value of approximately EUR 3.5 million and with a fair value representing a gain included in other operating expenses of $139 during the three months ended September 30, 2017.

(g)
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 provided on a straight-line basis over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the lesser of the lease term or estimated useful life.
(h)
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, 2018 and March 31, 2018, the Company had cash balances with banks in excess of insured limits. The Company has not experienced any losses in its cash accounts and believes it is not exposed to any significant credit risk with respect to cash and cash equivalents.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash. The amendments in this ASU require restricted cash and restricted cash equivalents to be included with the cash and cash equivalents balances when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. ASU 2016-18 is effective for interim and annual reporting periods beginning after December 15, 2017 (fiscal year ending March 31, 2019 for the Company) with early adoption permitted. The Company adopted ASU No. 2016-18 and it did not have a material impact on the Company's operating results and financial position.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

The following table provides a reconciliation of cash, 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, 2018
 
September 30, 2017
Cash and cash equivalents
$
227,599

 
$
245,356

Restricted cash
366

 

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
$
227,965

 
$
245,356

Restricted cash at September 30, 2018 represented a deposit in support of a letter of credit issued for our Frankfurt office.

(i)
Investment Securities
Investment securities consist of corporate debt, U.S. Treasury, and certificates of deposit with original maturities over 90 days. The Company classifies its investment securities as held to maturity which are recorded at amortized cost based on the Company’s positive intent and ability to hold these securities to maturity.  Management evaluates whether securities held to maturity are other-than-temporarily impaired on a quarterly basis.
(j)
Accounts Receivable
The allowance for doubtful accounts on receivables reflects management’s best estimate of probable inherent losses determined principally on the basis of historical experience and review of uncollected revenues and is recorded through provision for bad debts which is included in other operating expenses, net in the accompanying consolidated statements of comprehensive income. Amounts deemed to be uncollectible are written off against the allowance for doubtful accounts.
(k)
Income Taxes
Prior to the IPO, ORIX USA and its subsidiaries, including the Company, filed consolidated federal income tax returns and separate returns in state and local jurisdictions and did so for fiscal 2016 through the date of the IPO. The Company reported income tax expense as if it filed separate returns in all jurisdictions. Following the IPO, the Company files a consolidated federal income tax return separate from ORIX USA, 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 Accounting Standards Codification 740 (“ASC 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.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”). SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act.
The Tax Act’s one-time deemed repatriation transition tax (the “Toll Charge”) on certain un-repatriated earnings of non-U.S. subsidiaries is a tax on previously untaxed accumulated and current earnings and profits of certain of the Company’s non-U.S. subsidiaries. To determine the amount of the Toll Charge, the Company must determine, in addition to other factors, the amount of post-1986 earnings and profits of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. During fiscal 2018, the Company was able to make a reasonable estimate of the Toll Charge and recorded a provisional Toll Charge obligation of $2,480; however, the Company continues to evaluate additional information in order to better estimate the Toll Charge obligation. The Global Intangible Low-Taxed Income tax (the “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 the GILTI inclusion. The Company has elected to account for the tax impacts of the GILTI inclusion as a period cost. Additionally, the permanently reinvested amounts attributable to the Company’s non-U.S. subsidiaries are considered provisional under SAB 118.
(l)
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.
When HL CA was acquired by Fram in January 2006, approximately $392,600 of goodwill and $192,210 of indefinite-lived intangible assets were generated and recognized. In accordance with ASC Topic 805, Business Combinations, since HL CA was wholly owned by Fram, this goodwill and all other purchase accounting-related adjustments were pushed down to the Company’s reporting level. Through both foreign and domestic acquisitions made directly by HL CA and the Company since 2006, additional goodwill of approximately $203,790, inclusive of foreign currency translations, has been recognized.
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, 2018 , 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.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

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, 2018, management concluded that it was not more likely than not that the fair values were less than the carrying values.
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, 2018, no events or changes in circumstances were identified that indicated that the carrying amount of the finite-lived intangible assets were not recoverable.
(m)
Recent Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should also disclose sufficient quantitative and qualitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers, Deferral of Effective Date which deferred the effective date of the new standard to annual and interim periods within that reporting period beginning after December 15, 2017 (fiscal year ending March 31, 2019 for the Company). The Company adopted the standard effective April 1, 2018 using the modified retrospective method which requires the recognition of a cumulative-effect adjustment as of that date.  Results for periods beginning after March 31, 2018 are presented under the new revenue and cost recognition guidance, while prior period amounts were not restated and continue to be reported in accordance with the Company's previous revenue and cost recognition policies. The Company applied the new standard to contracts that have not yet been completed as of the adoption date. The Company’s adoption efforts included the identification of revenue within the scope of the standard and the evaluation of revenue contracts.
Upon adoption, the Company recorded a cumulative effect adjustment that resulted in a reduction in retained earnings of $19.7 million, a reduction in deferred tax liabilities of $7.4 million and an increase to deferred income of $24.4 million. This cumulative adjustment was related to certain engagements for which revenue was being recognized over time prior to adoption which are now recognized point-in-time under the new standard. See notes 2(d) and 3 for further information.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The amendments in this ASU requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize a right-of-use asset and lease liability. Additionally, when measuring assets and liabilities arising from a lease, optional payments should be included only if the lessee is reasonably certain to exercise an option to extend the lease, exercise a purchase option, or not exercise an option to terminate the lease. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018 (year ending March 31, 2020 for the Company). Early application is permitted. The Company is currently in the process of determining the impact that the updated accounting guidance will have on our consolidated financial statements. See note 16 for a summary of our undiscounted minimum rental commitments under operating leases as of September 30, 2018.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU include eight specific guidance measures for cash flow classification issues for (1) debt prepayment or debt extinguishment costs, (2) debt instruments with coupon interest rates, (3) contingent consideration payments made after a business combination, (4) settlement proceeds from insurance claims, (5) settlement proceeds from corporate-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transactions, and (8) classification of cash receipts and payments that have aspects of more than one class of cash flows. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017 (fiscal year ending March 31, 2019 for the Company). Application of this guidance resulted in some changes in classification in the consolidated statements of cash flows, but did not have a material impact on our consolidated financial position or results of operations.    
In January 2017, the FASB issued ASU No. 2017-04, Intangible - Goodwill and Other: Simplifying the Test for Goodwill Impairment. The amendments in this ASU do not change the guidance on Step 1 of the goodwill impairment test but eliminates the requirement to calculate an implied goodwill value using Step 2. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value but should not exceed the total amount of goodwill allocated to that reporting unit. Also, an entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU No. 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019 (fiscal year ending March 31, 2021 for the Company) with early adoption permitted. The Company adopted guidance effective April 1, 2018 and its application did not have a material impact on the consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): Clarifying the Definition of a Business. The clarified guidance provides a more defined framework to use in determining when a set of assets and activities constitute a business. The clarified definition was effective for the Company on April 1, 2018 and was applied on a prospective basis. Application of this guidance did not have an effect on the consolidated financial statements and related disclosures.

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 guidance is first effective for our fiscal year beginning April 1, 2019 on a prospective basis; however, early adoption is permitted. Given that this guidance applies to specific transactions and would only become relevant in certain circumstances, we are unable to estimate the impact, if any, this new guidance may have on our financial position.

(n)
Reclassifications
Certain reclassifications have been made to conform the prior period consolidated financial statements and notes to the current period presentation.

(3) REVENUE RECOGNITION
The Company adopted the new revenue recognition standard effective April 1, 2018 which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company is using the modified retrospective method that results in the Company prospectively changing the presentation of reimbursements of certain out-of-pocket expenses from a net presentation within non-compensation expenses to a gross basis in revenues. This resulted in an increase in both revenues and related out-of-pocket expenses of approximately $5.2 million and $16.3 million for the three and six months ended September 30, 2018, respectively, with no impact to net income.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

The following table summarizes the effects of adopting the new revenue recognition standard on the Company’s consolidated statements of comprehensive income for the three and six months ended September 30, 2018.

 
Three Months Ended September 30, 2018
 
As reported
 
Excluding adoption of ASC 606
 
Adjustments
Revenues
$
274,992

 
$
269,363

 
$
5,629

Operating expenses:
 
 
 
 
 
Employee compensation and benefits
175,321

 
175,312

 
9

Travel, meals, and entertainment
10,111

 
8,142

 
1,969

Rent
10,437

 
10,437

 

Depreciation and amortization
3,706

 
3,706

 

Information technology and communications
4,709

 
4,517

 
192

Professional fees
5,784

 
5,154

 
630

Other operating expenses
8,749

 
6,321

 
2,428

Total operating expenses
218,817

 
213,589

 
5,228

Income before provision for income taxes
57,182

 
56,780

 
402

Provision for income taxes
17,063

 
16,946

 
117

Net income
$
40,119

 
$
39,834

 
$
285

    
 
Six Months Ended September 30, 2018
 
As reported
 
Excluding adoption of ASC 606
 
Adjustments
Revenues
$
494,994

 
$
478,744

 
$
16,250

Operating expenses:
 
 
 
 
 
Employee compensation and benefits
314,501

 
314,476

 
25

Travel, meals, and entertainment
19,697

 
13,146

 
6,551

Rent
18,625

 
18,625

 

Depreciation and amortization
7,174

 
7,174

 

Information technology and communications
10,298

 
9,812

 
486

Professional fees
12,061

 
9,982

 
2,079

Other operating expenses
16,333

 
9,138

 
7,195

Total operating expenses
398,689

 
382,353

 
16,336

Income before provision for income taxes
98,918

 
99,004

 
(86
)
Provision for income taxes
29,115

 
29,140

 
(25
)
Net income
$
69,803

 
$
69,864

 
$
(61
)

Disaggregation of Revenue

The Company disaggregates revenue based on its business segment and geographical area results and believes that the same information provides a reasonable representation of how performance obligations relate to the nature, amount, timing and uncertainty of revenue and cash flows. See note 17.

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.


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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or 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 revenue for the corresponding contract. As the Company is prospectively changing 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:
 
Balance as of
April 1, 2018
(3)
 
Decrease
 
Balance as of
September 30, 2018
Receivables (1)
$
77,259

 
$
(13,701
)
 
$
63,558

Contract Assets (1)
$
4,675

 
$
(2,223
)
 
$
2,452

Contract Liabilities (2)
$
31,811

 
$
(865
)
 
$
30,946


(1) Included in Accounts receivable on the Consolidated Balance Sheets
(2) Deferred income on the Consolidated Balance Sheets
(3) See note 2 (n)

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, 2018.

(4) RELATED PARTY TRANSACTIONS
The Company provides financial advisory services to ORIX USA and its affiliates and certain other related parties, and received fees for these services totaling approximately $6,147 and $2,443 during the three months ended September 30, 2018 and 2017, respectively, and $8,495 and $2,806 during the six months ended September 30, 2018 and 2017, respectively.
The Company provides certain management and administrative services for the Company's unconsolidated entities and receives fees for these services. These fees are offset with the compensation costs related to the administrative staffs. As a result, the Company received net fees of $224 and incurred expenses of $(38) during the three months ended September 30, 2018 and 2017, respectively, and received net fees of $224 and $134 during the six months ended September 30, 2018 and 2017, respectively.
In November 2015, the Company entered into a joint venture arrangement with Leonardo & Co. NV, a European-based investment banking firm ("Leonardo"), in relation to Leonardo's Italian business by means of acquisition of a minority (49%) interest. In conjunction with this transaction, a subsidiary of the Company loaned the joint venture EUR 5,500 ($6,083 and $6,034 as of September 30, 2018 and March 31, 2018, respectively) which is included in receivables from affiliates and which bears interest at 1.5% and matures no later than November 2025. Interest income earned by the Company related to this receivable from affiliate was approximately $24 and $25 for the three months ended September 30, 2018 and 2017, respectively, and $48 for each of the six months ended September 30, 2018 and 2017. Included in receivables from affiliates is also reimbursable third party costs incurred on behalf of Leonardo totaling approximately $1,787 and $2,698 as of September 30, 2018 and March 31, 2018, respectively.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

As described in note 1 above, in connection with, and prior to, the February 2017 Follow-on Offering, on February 6, 2017, the Company entered into the February 2017 Forward Share Purchase Agreement, pursuant to which the Company agreed to repurchase from ORIX USA on April 5, 2017 the number of shares of our Class B common stock equal to the number of shares of our Class A common stock sold by the Company in the February 2017 Follow-on Offering (including any shares sold upon the exercise by the underwriters of their option to purchase additional shares of our Class A common stock) for a purchase price per share equal to the public offering price in the February 2017 Follow-on Offering less underwriting discounts and commissions.  On April 5, 2017, the Company settled the transaction provided for in the February 2017 Forward Share Purchase Agreement and acquired 6,900,000 shares of Class B common stock from ORIX USA using the net proceeds we received from the February 2017 Follow-on Offering and the shares were retired.  In accordance with the terms of the February 2017 Forward Share Purchase Agreement, the purchase price per share under the February 2017 Forward Share Purchase Agreement was reduced by the per share amount of the dividend paid to ORIX USA on the shares of our Class B common stock subject to the February 2017 Forward Share Purchase Agreement prior to the settlement of the transaction.
In July 2017, the Company purchased the remaining interest of Houlihan Lokey (Australia) Pty Limited ("HL Australia"), which was historically operating as our joint venture in Australia. As part of the consideration paid, a loan receivable from certain principals of the joint venture was forgiven. In addition, as a result of the acquisition we eliminated from our consolidated financial statements as of September 30, 2018 a loan agreement entered into with HL Australia in February 2017 for AUD 2,500 ($2,001 as of July 31, 2017) which bore interest at 2.0% and was previously included in receivables from affiliates. Interest income earned by the Company related to this receivable from affiliate was approximately $0 for both three and six months ended September 30, 2018, and $4 and $13 for the three and six months ended September 30, 2017.
In connection with, and prior to, the March 2018 Follow-on Offering, on January 26, 2018, the Company entered into the January 2018 Forward Share Purchase Agreement, pursuant to which the Company agreed to repurchase from ORIX USA on April 5, 2018 the number of shares of our Class B common stock equal to the number of shares of our Class A common stock sold by the Company in the March 2018 Follow-on Offering for a purchase price per share equal to the public offering price in the March 2018 Follow-on Offering less underwriting discounts and commissions.  On April 5, 2018, the Company settled the transaction provided for in the January 2018 Forward Share Purchase Agreement and acquired 2,000,000 shares of Class B common stock from ORIX USA using the net proceeds we received from the March 2018 Follow-on Offering and the shares were retired.  In accordance with the terms of the January 2018 Forward Share Purchase Agreement, the purchase price per share under the January 2018 Forward Share Purchase Agreement was reduced by the per share amount of the dividend paid to ORIX USA on the shares of our Class B common stock subject to the January 2018 Forward Share Purchase Agreement prior to the settlement of the transaction.
As described in note 1 above, on June 4, 2018, pursuant to the June 2018 Follow-on Offering, ORIX USA sold 1,985,983 shares of our Class A common stock and certain of our former and current employees and members of our management sold 1,014,017 shares, in each case, at a price to the public of $49.15 per share. Concurrently with the closing of the offering, the Company repurchased from ORIX USA 697,000 shares of Class A Common Stock at a purchase price per share of $49.11.

In the accompanying consolidated balance sheet, the Company carried accounts receivable and unbilled work in progress from related parties totaling approximately $523 and $21 as of September 30, 2018 and March 31, 2018, respectively. The Company also deferred income from related parties for service fees totaling $25 as of each of September 30, 2018 and March 31, 2018.

Other assets in the accompanying consolidated balance sheets includes loans receivable from certain employees of $13,090 and $7,489 as of September 30, 2018, and March 31, 2018, respectively.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

(5) FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS
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 on the best information available, may incorporate management's own assumptions and involves a significant degree of judgment.
The following methods and assumptions were used by the Company in estimating fair value disclosures:
Certificates of deposit: Fair values for certificates of deposit are based upon a discounted cash flow approach.
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.
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, 2018
 
Level I
 
Level II
 
Level III
 
Total
Corporate debt securities
$

 
$
22,098

 
$

 
$
22,098

U.S. Treasury Securities

 
4,462

 

 
4,462

Total asset measured at fair value
$

 
$
26,560

 
$

 
$
26,560


 
March 31, 2018
 
Level I
 
Level II
 
Level III
 
Total
Certificates of deposit
$

 
$
10,106

 
$

 
$
10,106

Corporate debt securities

 
183,578

 

 
183,578

U.S. Treasury Securities

 
15,582

 

 
15,582

Total asset measured at fair value
$

 
$
209,266

 
$

 
$
209,266



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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

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, 2018.

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, receivables from affiliates, accounts payable, 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, loan payable to affiliate, loans payable to former shareholders and an unsecured loan which is included in loan payable to non-affiliates, approximates fair value due to the variable interest rate borne by those instruments.
(6) INVESTMENT SECURITIES
The amortized cost, gross unrealized gains (losses), and fair value of securities held to maturity were as follows:
 
September 30, 2018
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized (Losses)
 
Fair Value
Corporate debt securities
$
22,114

 
$
5

 
$
(21
)
 
$
22,098

U.S. Treasury Securities
$
4,451

 
$
11

 
$

 
$
4,462

Total securities with unrealized gains
$
26,565

 
$
16

 
$
(21
)
 
$
26,560

 
March 31, 2018
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized (Losses)
 
Fair Value
Corporate debt securities
$
183,632

 
$
13

 
$
(67
)
 
$
183,578

Certificate of deposit
10,106

 

 

 
10,106

U.S. Treasury Securities
15,581

 
11

 
(10
)
 
15,582

Total securities with unrealized gains
$
209,319

 
$
24

 
$
(77
)
 
$
209,266

Scheduled maturities of the Company's debt securities within the investment securities portfolio were as follows:
 
September 30, 2018
 
March 31, 2018
 
Amortized Cost
 
Estimated Fair Value
 
Amortized Cost
 
Estimated Fair Value
Due within one year
$
16,057

 
$
16,066

 
$
209,319

 
$
209,266

Due within one year through five years
10,508

 
10,494

 

 

Total debt within the investment securities portfolio
$
26,565

 
$
26,560

 
$
209,319

 
$
209,266

The Company has the ability and intent to hold the corporate debt securities to maturity until a recovery of fair value is equal to an amount approximating its amortized cost, which may be at maturity, and has not incurred credit losses on such debt securities. The Company does not consider such unrealized loss positions to be other-than-temporarily impaired as of September 30, 2018.

(7) ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Balance-Beginning
$
11,027

 
$
11,834

 
$
11,391

 
$
11,199

Provision for bad debt
229

 
365

 
613

 
979

(Write-off) recovery of uncollectible accounts
245

 
(2,414
)
 
(503
)
 
(2,393
)
Balance-Ending
$
11,501

 
$
9,785

 
$
11,501

 
$
9,785


(8) PROPERTY AND EQUIPMENT
Property and equipment, net of accumulated depreciation consist of the following:
 
Useful Lives
 
September 30, 2018
 
March 31, 2018
Equipment
5 Years
 
$
7,681

 
$
6,653

Furniture and fixtures
5 Years
 
19,246

 
19,189

Leasehold improvements
10 Years
 
32,957

 
31,916

Computers and software
3 Years
 
11,644

 
10,346

Other
N/A
 
1,116

 
1,120

Total cost
 
 
72,644

 
69,224

Less accumulated depreciation
 
 
(40,945
)
 
(37,078
)
Total net book value
 
 
$
31,699

 
$
32,146

Additions to property and equipment during the six months ended September 30, 2018 were primarily related to costs incurred to furnish new leased office space and refurbish existing space.
Depreciation expense of approximately $2,117 and $1,542 was recognized during the three months ended September 30, 2018 and 2017, respectively, and $4,264 and $3,068 was recognized during the six months ended September 30, 2018 and 2017, respectively.
(9) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangibles consist of the following.
 
Useful Lives
 
September 30, 2018
 
March 31, 2018
Goodwill
Indefinite
 
$
596,390

 
$
528,889

Tradename-Houlihan Lokey
Indefinite
 
192,210

 
192,210

Other intangible assets
Varies
 
18,603

 
15,464

Total cost
 
 
807,203

 
736,563

Less accumulated amortization
 
 
(7,881
)
 
(13,253
)
Total net book value (before taxes)
 
 
$
799,322

 
$
723,310

Deferred tax liability
 
 
(50,855
)
 
(50,541
)
Total net book value
 
 
$
748,467

 
$
672,769



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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

Goodwill attributable to the Company’s business segments are as follows:
Business Segments
April 1, 2018
 
Changes (a)
 
September 30, 2018
Corporate Finance
$
273,812

 
$
68,059

 
$
341,871

Financial Restructuring
163,362

 
(558
)
 
162,804

Financial Advisory Services
91,715

 

 
91,715

Total
$
528,889

 
$
67,501

 
$
596,390

(a)
Changes were related to the acquisitions and foreign currency translation adjustments.
Amortization expense of approximately $1,589 and $633 was recognized for the three months ended September 30, 2018 and 2017, respectively, and $2,910 and $1,081 was recognized for the six months ended September 30, 2018 and 2017, respectively. The estimated future amortization for amortizable intangible assets for each of the next five years are as follows:
Year Ended March 31,
 
Remainder of 2019
$
3,146

2020
6,289

2021
707

2022
157

2023
7


(10) LOANS PAYABLE
In August 2015, prior to the IPO the Company paid a dividend to its shareholders, a portion of which was paid to ORIX USA in the form of a $45.0 million note that bore interest at a rate of LIBOR plus 165 basis points. The loan was repaid in full in May 2017. The Company paid interest on the note of $0 for both three months ended September 30, 2018 and 2017, and $0 and $62 for the six months ended September 30, 2018 and 2017, respectively.
In August 2015, the Company entered into a revolving line of credit with Bank of America, N.A., which allows 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 revolving credit facility to August 18, 2019 (or if such date is not a business day, the immediately preceding business day). 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. As of September 30, 2018, no principal was outstanding under the line of credit. The Company paid interest and unused commitment fees of $57 for each of the three months ended September 30, 2018 and 2017, and $114 for each of the six months ended September 30, 2018 and 2017 under the line of credit.

Prior to the IPO, Fram maintained certain loans payable to former shareholders consisting of unsecured notes payable which were transferred to the Company in conjunction with the IPO. The interest rate on the individual notes was 3.57% and 2.76% as of September 30, 2018 and 2017, respectively, and the maturity dates range from 2018 to 2027. The Company incurred interest expense on these notes of $25 and $34 during the three months ended September 30, 2018 and 2017, respectively, and $50 and $71 during the six months ended September 30, 2018 and 2017, respectively.


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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

An acquisition made in January 2015 included non-contingent consideration with a carrying value of $226 as of each of September 30, 2018 and March 31, 2018, which is included in other liabilities in the accompanying consolidated balance sheets.    
In November 2015, the Company acquired the investment banking operations of 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 14.0 million payable on November 16, 2040, which is included in loan payable to non-affiliates in the accompanying consolidated balance sheets. Under certain circumstances, the note may be paid in part or in whole over a five year period in equal annual installments. This loan bears interest at an annual rate of 1.50%. In each of January 2017 and December 2017, we paid a portion of this loan in the amount of EUR 2.9 million. The Company incurred interest expense on this loan of $37 and $50 for the three months ended September 30, 2018 and 2017, respectively, and $74 and $97 for the six months ended September 30, 2018 and 2017, respectively.
An acquisition made in January 2017 included non-contingent consideration with a carrying value of $1,950 and $1,918 as of September 30, 2018 and March 31, 2018, respectively, which are included in other liabilities in the accompanying 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 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 $93 and $201 for the three and six months ended September 30, 2018, 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.
See note 16 for aggregated 5-year maturity table on loans payable.
(11) OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS
The only component of other comprehensive income relates to foreign currency translation adjustments of $(3,695) and $2,692 for the three months ended September 30, 2018 and 2017, respectively, and $(16,278) and $7,753 for the six months ended September 30, 2018 and 2017, respectively. The change in foreign currency translation was impacted by the vote in the U.K. to withdraw from the European Union. We are currently in a two-year time period in which the terms of withdrawal are being negotiated and there may be impacts on our European business that are unknown at this time. We believe the change in foreign currency translation will become more volatile, but we do not expect this to have a material impact on our operating results and financial position.

Accumulated other comprehensive loss at September 30, 2018 was comprised of the following:
Balance, April 1, 2018
$
(13,956
)
Foreign currency translation adjustment
(16,278
)
Balance, September 30, 2018
$
(30,234
)

(12) INCOME TAXES
The Company’s provision for income taxes was $17,063 and $29,115 for the three and six months ended September 30, 2018, respectively, and $20,169 and $29,304 for the three and six months ended September 30, 2017, respectively. This represents effective tax rates of 29.8% and 29.4% for the three and six months ended September 30, 2018, respectively, and 37.7% and 28.8% for the three and six months ended September 30, 2017, respectively. No changes have been made to the provisional estimates made under SAB 118 at March 31, 2018.

The decrease in the effective tax rate was primarily as a result of the Tax Act’s decrease of the statutory rate from 35.0% to 21.0%. The primary drivers of the Company’s effective tax rate being higher than the statutory rate of 21.0% for the six months ended September 30, 2018 were the provision for state taxes, the GILTI inclusion, and limits on deductibility of executive compensation under IRC Section 162(m).

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)


(13) NET INCOME PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS
The calculations of basic and diluted net income per share attributable to holders of shares of common stock are presented below.
 
Three Months Ended September 30,
 
Six Months Ended September 30,
 
2018
 
2017
 
2018
 
2017
Numerator:
 
 
 
 
 
 
 
Net income attributable to holders of shares of common stock—basic
$
40,119

 
$
33,357

 
$
69,803

 
$
72,601

Net income attributable to holders of shares of common stock—diluted
$
40,119

 
$
33,357

 
$
69,803

 
$
72,601

Denominator:
 
 
 
 
 
 
 
Weighted average shares of common stock outstanding—basic
62,258,919

 
62,117,998

 
62,620,017

 
62,230,177

Weighted average number of incremental shares issuable from unvested restricted stock and restricted stock units, as calculated using the treasury stock method
3,787,002

 
4,789,892

 
3,479,753

 
4,410,362

Weighted average shares of common stock outstanding—diluted
66,045,921

 
66,907,890

 
66,099,770

 
66,640,539

Net income per share attributable to holders of shares of common stock
 
 
 
 
 
 
 
Basic
$
0.64

 
$
0.54

 
$
1.11

 
$
1.17

Diluted
$
0.61

 
$
0.50

 
$
1.06

 
$
1.09


(14) EMPLOYEE BENEFIT PLANS
(a)
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 $541 and $486 during the three months ended September 30, 2018 and 2017, respectively, and $1,309 and $1,012 during the six months ended September 30, 2018 and 2017, respectively, to these defined contribution plans.
(b)
Share-Based Incentive Plans
During the period it was a subsidiary of Fram, certain employees of HL CA were granted restricted shares of Fram. Compensation expense related to these shares was recorded at the HL CA level as it was related to services provided by its employees. Under its 2006 incentive plan (the "2006 Incentive Plan"), Fram granted restricted share awards to employees of the Company as a component of annual incentive pay and occasionally in conjunction with new hire employment agreements. Under the 2006 Incentive Plan, awards typically vested after three years of service from the date of grant. Forfeitures of unvested share awards are recognized as they occur. Prior to the IPO, the grant-date fair value of each award was determined by Fram's board of directors using input from a third party, which used a combination of historical and forecasted results and market data. The methods used to estimate the fair value of Fram shares included the market approach and the income approach. For a further discussion related to the methods used, please see the Company's Annual Report on Form 10-K for the year ended March 31, 2018. In addition, the stock grants to employees of the Company in connection with the IPO (note 1) were made under the 2006 Incentive Plan.

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

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 52,582 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, and (iv) three independent directors in the first quarters of fiscal 2018 and 2019 at $33.54 and $44.50 and per share, respectively.
In March 2016, the FASB issued ASU No. 2016-09 which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification in the statement of cash flows. The Company adopted ASU 2016-09 in the first quarter of fiscal 2018. The changes that impacted the Company included a requirement that excess tax benefits and deficiencies be recognized as a component of provision for income taxes on the consolidated statements of comprehensive income rather than additional paid-in capital on the consolidated statements of changes in stockholders' equity as required in the previous guidance. Under the transition provisions, we have applied this new guidance prospectively with respect to excess tax benefits arising from vesting of share awards and such awards are no longer presented within financing activities in the consolidated statements of cash flows and are included the change in income taxes payable as an operating activity in the consolidated statements of cash flows during the six-month periods ended September 30, 2018 and 2017. During the six-month period ended September 30, 2017 excess tax benefits of $9,406 were recorded as a component of the provision for income taxes and an operating activity on the consolidated statements of cash flows. The adoption of ASU 2016-09 resulted in a decrease to the provision for income taxes due to the vesting of share awards that were accelerated on February 14, 2017. The decrease to the provision occurred in the first quarter of fiscal 2018 because the Company’s tax deduction is delayed to its tax year that corresponds to the tax year that the employees report the taxable income. In addition, there was an additional decrease to the provision for the year ended March 31, 2018 due to the vesting of share awards that were accelerated on October 21, 2017 that were due to vest in April and May 2018. The Company recorded cash outflows of $1,947 and $60 related to the settlement of share-based awards in satisfaction of withholding tax requirements in financing activities on the consolidated statements of cash flows for the six-month periods ended September 30, 2018 and 2017, 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 a liability 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 2006 Incentive Plan and the 2016 Incentive Plan during the six months ended September 30, 2018 and 2017 is as follows:
Nonvested share awards
Shares
 
Weighted average
grant date
fair value
Balance at April 1, 2017
3,626,270

 
$
22.35

Granted
1,217,605

 
34.82

Vested
(3,733
)
 
15.94

Forfeited/Repurchased
(106,568
)
 
25.27

Balance at September 30, 2017
4,733,574

 
$
25.50

 
 
 
 
Balance at April 1, 2018
2,854,893

 
$
26.39

Granted
1,059,616

 
49.35

Vested
(74,504
)
 
49.43

Forfeited/Repurchased
(49,118
)
 
32.25

Balance at September 30, 2018
3,790,887

 
$
32.29


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Table of Contents
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

Activity in liability classified share awards during the six months ended September 30, 2018 and 2017 is as follows:
Awards settleable in shares
Fair value
Balance at April 1, 2017
$
12,743

Offer to grant
5,450

Share price determined-converted to cash payments
(5,920
)
Forfeited
(237
)
Balance at September 30, 2017
$
12,036

 
 
Balance at April 1, 2018
$
15,493

Offer to grant
11,225

Share price determined-converted to cash payments
(300
)
Share price determined-transferred to equity grants
(4,496
)
Forfeited
(476
)
Balance at September 30, 2018
$
21,446

Compensation expenses for the Company associated with both equity and liability classified awards totaled $14,621 and $11,764 for the three months ended September 30, 2018 and 2017, respectively, and $30,759 and $23,562 for the six months ended September 30, 2018 and 2017, respectively. At September 30, 2018, there was $122,398 of total unrecognized compensation cost related to unvested share awards granted under both the 2006 Incentive Plan and 2016 Incentive Plan. That cost is expected to be recognized over a weighted average period of 1.36 years.
On February 14, 2017, in connection with the February 2017 Follow-on Offering discussed in notes 1 and 4, the Company accelerated the vesting of certain awards that were due to vest in April and May 2017. On October 30, 2017, in connection with the October 2017 Follow-on Offering discussed in notes 1 and 4, the Company accelerated the vesting of certain awards that were due to vest in April and May 2018. Under the terms of both the 2006 Incentive Plan and 2016 Incentive Plan, upon the vesting of awards, shares may be withheld to meet the minimum statutory tax withholding requirements. The Company satisfied such obligations upon vesting by retiring 704,528 shares upon the accelerated vesting of 1,907,890 shares and 806,248 shares upon the accelerated vesting of 1,737,461 shares in February 2017 and October 2017, 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.


24

Table of Contents
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

(15) STOCKHOLDERS' EQUITY
(a)
Class A Common Stock    
In conjunction with the Company's IPO, 12,075,000 Class A shares were sold to the public by existing shareholders and 9,524 Class A shares were issued to non-employee directors. During the six months ended September 30, 2018, 4,212 shares were issued to non-employee directors, and 2,001,689 shares were converted from Class B to Class A. During the six months ended September 30, 2017, 5,589 shares were issued to non-employee directors, and 3,064,907 shares were converted from Class B to Class A. As of September 30, 2018, there were 609,721 shares of Class A common stock held by ORIX USA. Each share of Class A common stock is entitled to one vote per share.

(b)
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 and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions. In April 2017, the Company settled its $192,372 forward purchase obligation with a related party and the funds held in escrow were released and the related 6,900,000 Class B shares were retired. In April 2017, the Company repurchased from employees 71,913 shares of Class B common stock received pursuant to contractual arrangements entered into in connection with a prior acquisition. In April 2018, the Company settled its $93,500 forward purchase obligation with a related party and the funds held in escrow were released and the related 2,000,000 Class B shares were retired. As of September 30, 2018, there were 25,295,231 Class B shares held by the HL Voting Trust and 5,768,214 Class B shares held by ORIX USA. Each share of Class B common stock is entitled to ten votes per share.

(c)
Dividends
Previously declared unpaid dividends related to unvested shares of $6,028 and $4,109 were unpaid as of September 30, 2018 and 2017, respectively.

(d)
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.

(e)
Share repurchase program

In February 2017, the board of directors authorized the repurchase of up to $50.0 million of the Company's Class A common stock. In May 2017, the Company entered into a stock buyback program with a third-party financial institution to purchase shares of common stock. In July 2018, the board of directors authorized the repurchase of up to $100 million of the Company's common stock. During the six months ended September 30, 2018 and 2017, the Company repurchased and retired 1,145,982 and 430,237 shares of its outstanding common stock at a weighted average price of $48.86 and $35.17 per share, excluding commissions, for an aggregate purchase price of $55,989 and $15,131, respectively.


25

Table of Contents
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

(16) 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.
Our obligation under the loan payable to affiliate is subordinated to our obligations under the revolving credit facility with Bank of America, N.A. The scheduled aggregate repayments of the loan payable to affiliate included in other liabilities in the accompanying consolidated balance sheets, the loans payable to former shareholders, and the loan payable to non-affiliates are as follows:
Year ended March 31,
 
Remainder of 2019
$
595

2020
654

2021
575

2022
18,453

2023
201

2024 and thereafter
12,856

Total
$
33,334


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, 2018 or March 31, 2018.
An acquisition made in January 2017 included contingent consideration with a carrying value of $0 and $4,085 as of September 30, 2018 and March 31, 2018, respectively, which are included in other liabilities in the accompanying consolidated balance sheets.
Straight-line rent expense under noncancelable operating lease arrangements and the related operating expenses were approximately $10,194 and $6,744 for the three months ended September 30, 2018 and 2017, respectively, and $18,163 and $13,762 for the six months ended September 30, 2018 and 2017, respectively. The approximate future minimum annual noncancelable rental commitments required under these agreements with initial terms in excess of one year are as follows:
Year ended March 31,
 
Remainder of 2019
$
11,699

2020
23,666

2021
25,431

2022
23,250

2023
18,231

2024 and thereafter
52,307

Total
$
154,584



26

Table of Contents
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
(All tables and balances are in thousands, except share data or otherwise stated)

(17) 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 represents each segment’s profit, which consists of segment revenues, less (1) direct expenses including compensation, employee recruitment, 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 resources, human capital management, 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,
 
2018
 
2017
 
2018
 
2017
Revenues by segment:
 
 
 
 
 
 
 
Corporate Finance
$
146,057

 
$
145,821

 
$
278,928

 
$
269,820

Financial Restructuring
92,684

 
63,281

 
143,160

 
122,310

Financial Advisory Services
36,251

 
33,082

 
72,906

 
67,545

Total segment revenues
$
274,992

 
$
242,183

 
$
494,994

 
$
459,674

Segment profit
 
 
 
 
 
 
 
Corporate Finance
$
43,803

 
$
54,211

 
$
83,899

 
$
95,786

Financial Restructuring
29,449

 
7,840

 
41,803

 
18,575

Financial Advisory Services
6,671

 
6,729

 
14,086

 
15,192

Total segment profit
79,923

 
68,780

 
139,788

 
129,553

Corporate expenses
23,748

 
15,454

 
43,483

 
29,354

Other (income) expenses, net