Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Jun. 30, 2018 | Aug. 06, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Entity Registrant Name | Houlihan Lokey, Inc. | |
Entity Central Index Key | 1,302,215 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 34,265,897 | |
Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 31,667,565 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2018 | Mar. 31, 2018 |
Assets: | ||
Cash and cash equivalents | $ 144,244,000 | $ 206,723,000 |
Restricted cash (note 2) | 366,000 | 93,500,000 |
Investment securities (fair value of $15,663 and $209,266 as of June 30 and March 31, 2018, respectively) | 15,657,000 | 209,319,000 |
Accounts receivable, net of allowance for doubtful accounts of $11,027 and $11,391 as of June 30 and March 31, 2018, respectively | 84,800,000 | 77,259,000 |
Unbilled work in process | 32,890,000 | 45,862,000 |
Receivable from affiliates | 8,762,000 | 8,732,000 |
Property and equipment, net of accumulated depreciation $38,815 and $37,078 as of June 30 and March 31, 2018, respectively | 31,871,000 | 32,146,000 |
Goodwill and other intangibles, net | 802,071,000 | 723,310,000 |
Other assets | 26,616,000 | 21,990,000 |
Total assets | 1,147,277,000 | 1,418,841,000 |
Liabilities: | ||
Accrued salaries and bonuses | 189,688,000 | 377,901,000 |
Accounts payable and accrued expenses | 41,247,000 | 40,772,000 |
Deferred income | 31,153,000 | 3,620,000 |
Income taxes payable | 17,239,000 | 9,967,000 |
Deferred income taxes | 16,112,000 | 22,180,000 |
Forward purchase liability | 0 | 93,500,000 |
Loans payable to former shareholders | 2,896,000 | 3,036,000 |
Loan payable to non-affiliate | 8,862,000 | 8,825,000 |
Other liabilities | 20,725,000 | 6,227,000 |
Total liabilities | 327,922,000 | 566,028,000 |
Treasury stock, at cost; 0 and 2,000,000 shares as of June 30 and March 31, 2018, respectively | 0 | 93,500,000 |
Additional paid-in capital | 644,125,000 | 753,077,000 |
Retained earnings | 201,702,000 | 207,124,000 |
Accumulated other comprehensive loss | (26,539,000) | (13,956,000) |
Total stockholders' equity | 819,355,000 | 852,813,000 |
Total liabilities and stockholders' equity | 1,147,277,000 | 1,418,841,000 |
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 33,509,497 and 30,604,405 shares as of June 30 and March 31, 2018, respectively | ||
Common stock | 34,000 | 31,000 |
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 32,678,476 and 37,187,932 shares as of June 30 and March 31, 2018, respectively | ||
Common stock | $ 33,000 | $ 37,000 |
CONSOLIDATED BALANCE SHEETS (PA
CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Fair value of investment securities | $ 15,663 | $ 209,266 |
Allowance for doubtful accounts | 11,027 | 11,391 |
Accumulated depreciation | $ 38,815 | $ 37,078 |
Treasury stock, shares | 0 | 2,000,000 |
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 33,509,497 and 30,604,405 shares as of June 30 and March 31, 2018, respectively | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 33,509,497 | 30,604,405 |
Common stock, shares outstanding (in shares) | 33,509,497 | 30,604,405 |
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 32,678,476 and 37,187,932 shares as of June 30 and March 31, 2018, respectively | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 32,678,476 | 37,187,932 |
Common stock, shares outstanding (in shares) | 32,678,476 | 37,187,932 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||
Fee revenue | $ 220,002 | $ 217,491 |
Operating expenses: | ||
Employee compensation and benefits | 139,181 | 145,509 |
Travel, meals, and entertainment | 9,587 | 5,678 |
Rent | 8,188 | 7,190 |
Depreciation and amortization | 3,468 | 1,974 |
Information technology and communications | 5,589 | 4,276 |
Professional fees | 6,277 | 2,387 |
Other operating expenses | 7,584 | 3,604 |
Total operating expenses | 179,874 | 170,618 |
Operating income | 40,128 | 46,873 |
Other (income) expenses, net | (1,606) | (1,506) |
Income before provision for income taxes | 41,734 | 48,379 |
Provision for income taxes | 12,052 | 9,135 |
Net income | 29,682 | 39,244 |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustments | (12,583) | 5,061 |
Comprehensive income | $ 17,099 | $ 44,305 |
Weighted average shares of common stock outstanding: | ||
Basic (in shares) | 62,985,084 | 62,343,589 |
Fully Diluted (in shares) | 66,154,212 | 66,370,249 |
Net income per share of common stock (note 13) | ||
Basic (in usd per share) | $ 0.47 | $ 0.63 |
Fully Diluted (in usd per share) | $ 0.45 | $ 0.59 |
CONSOLIDATED STATEMENTS OF COM5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (PARENTHETICAL) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Related party interest expense | $ 0 | $ 62 |
Related party interest income | 24 | 32 |
Income (loss) related to investments in unconsolidated entities | 453 | 170 |
Related party fee revenue | ||
Related party revenue and income | 2,297 | 238 |
Related party income | ||
Related party revenue and income | $ 0 | $ 172 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Class A | Class B | Common stockClass A | Common stockClass B | Treasury Stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Stock subscriptions receivable | Total stockholders' equity |
Beginning balance (in shares) at Mar. 31, 2017 | 22,026,811 | 50,883,299 | (6,900,000,000) | ||||||||
Beginning balance at Mar. 31, 2017 | $ 22 | $ 51 | $ (193,572) | $ 854,750 | $ 87,407 | $ (21,917) | $ (124) | $ 726,617 | |||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Shares issued (in shares) | 1,217,605 | ||||||||||
Shares issued | $ 1 | 118 | 119 | ||||||||
Stock compensation vesting | 10,556 | 10,556 | |||||||||
Dividends | (13,144) | (13,144) | |||||||||
Stock subscriptions receivable redeemed | 124 | 124 | |||||||||
Retired shares upon settlement of forward purchase agreement (in shares) | (166,774) | (6,900,000) | 6,900,000,000 | ||||||||
Retired shares upon settlement of forward purchase agreement | $ (5,714) | $ (7) | $ 193,572 | (193,565) | 0 | ||||||
Conversion of Class B to Class A shares (in shares) | 1,516,590 | (1,516,590) | |||||||||
Conversion of Class B to Class A shares | $ 1 | $ (1) | 0 | ||||||||
Shares issued to non-employee directors (in shares) | 5,589 | ||||||||||
Shares issued to non-employee directors | 0 | ||||||||||
Shares repurchased/forfeited (in shares) | (168,246) | ||||||||||
Shares repurchase program (note 14) | (5,714) | (5,714) | |||||||||
Other shares repurchased/forfeited (in shares) | (108,616) | ||||||||||
Other shares repurchased/forfeited | (1,841) | (1,841) | |||||||||
Net income | 39,244 | 39,244 | 39,244 | ||||||||
Change in unrealized translation | 5,061 | 5,061 | 5,061 | ||||||||
Total comprehensive income | 44,305 | ||||||||||
Ending balance (in shares) at Jun. 30, 2017 | 23,380,744 | 43,575,698 | 0 | ||||||||
Ending balance at Jun. 30, 2017 | $ 23 | $ 44 | $ 0 | 664,304 | 113,507 | (16,856) | 0 | 761,022 | |||
Beginning balance (in shares) at Mar. 31, 2017 | 22,026,811 | 50,883,299 | (6,900,000,000) | ||||||||
Beginning balance at Mar. 31, 2017 | $ 22 | $ 51 | $ (193,572) | 854,750 | 87,407 | (21,917) | (124) | 726,617 | |||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Retired shares upon settlement of forward purchase agreement (in shares) | (732,841) | ||||||||||
Retired shares upon settlement of forward purchase agreement | $ (36,002) | ||||||||||
Ending balance (in shares) at Mar. 31, 2018 | 30,604,405 | 37,187,932 | 30,604,405 | 37,187,932 | (2,000,000) | ||||||
Ending balance at Mar. 31, 2018 | 852,813 | $ 31 | $ 37 | $ (93,500) | 753,077 | 207,124 | (13,956) | 0 | 852,813 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Shares issued (in shares) | 1,152,675 | ||||||||||
Shares issued | $ 2 | 6,007 | 6,009 | ||||||||
Stock compensation vesting | 14,537 | 14,537 | |||||||||
Dividends | (17,417) | (17,417) | |||||||||
Secondary offering (in shares) | 3,000,000 | (3,000,000) | |||||||||
Secondary offering | $ 3 | $ (3) | 0 | ||||||||
Retired shares upon settlement of forward purchase agreement (in shares) | (2,000,000) | 2,000,000 | |||||||||
Retired shares upon settlement of forward purchase agreement | $ (2) | $ 93,500 | (93,498) | 0 | |||||||
Conversion of Class B to Class A shares (in shares) | 597,880 | (597,880) | |||||||||
Conversion of Class B to Class A shares | $ 1 | $ (1) | 0 | ||||||||
Shares issued to non-employee directors (in shares) | 4,212 | ||||||||||
Shares issued to non-employee directors | 0 | ||||||||||
Other shares repurchased/forfeited (in shares) | (697,000) | (64,251) | |||||||||
Other shares repurchased/forfeited | $ (1) | $ 0 | (35,998) | (35,999) | |||||||
Net income | 29,682 | 29,682 | 29,682 | ||||||||
Change in unrealized translation | (12,583) | (12,583) | (12,583) | ||||||||
Total comprehensive income | 17,099 | ||||||||||
Ending balance (in shares) at Jun. 30, 2018 | 33,509,497 | 32,678,476 | 33,509,497 | 32,678,476 | 0 | ||||||
Ending balance at Jun. 30, 2018 | $ 819,355 | $ 34 | $ 33 | $ 0 | $ 644,125 | 201,702 | $ (26,539) | $ 0 | 819,355 | ||
Increase (Decrease) in Stockholders' Equity | |||||||||||
Cumulative effect of the change in accounting principle related to revenue recognition from contracts with clients, net of tax | $ (17,687) | $ (17,687) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 29,682 | $ 39,244 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Deferred tax expense | 594 | 2,671 |
Provision for bad debts | 384 | 614 |
Depreciation and amortization | 3,468 | 1,974 |
Contingent consideration valuation | (719) | 0 |
Compensation expenses – restricted share grants (note 14) | 17,190 | 10,556 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 11,751 | (2,376) |
Unbilled work in process | 12,972 | 22,031 |
Other assets | (4,626) | (462) |
Accrued salaries and bonuses | (191,408) | (136,573) |
Accounts payable and accrued expenses | (1,087) | (6,145) |
Deferred income | (4,279) | 5,464 |
Income taxes payable | 7,104 | 2,047 |
Net cash used in operating activities | (118,974) | (60,955) |
Cash flows from investing activities: | ||
Purchases of investment securities | (6,418) | (19,075) |
Maturities of investment securities | 200,080 | 0 |
Acquisition of business, net of cash acquired | (71,407) | 0 |
Changes in receivables from affiliates | (30) | (999) |
Purchase of property and equipment, net | (1,023) | (3,218) |
Net cash provided by (used in) investing activities | 121,202 | (23,292) |
Cash flows from financing activities: | ||
Dividends paid | (16,843) | (12,487) |
Settlement of forward purchase contract | (93,500) | (192,372) |
Shares purchased under stock repurchase program | 0 | (5,714) |
Other share repurchases | (34,230) | (1,841) |
Payments to settle employee tax obligations on share-based awards | (1,768) | (60) |
Earnouts paid | (1,923) | 0 |
Stock subscriptions receivable redeemed | 0 | 124 |
Loans payable to former shareholders redeemed | (140) | (106) |
Repayments of loans to affiliates | 0 | (15,000) |
Net cash used in financing activities | (148,404) | (227,456) |
Effects of exchange rate changes on cash, cash equivalents, and restricted cash | (9,437) | 2,238 |
Decrease in cash, cash equivalents, and restricted cash | (155,613) | (309,465) |
Cash, cash equivalents, and restricted cash – beginning of period | 300,223 | 492,686 |
Cash, cash equivalents, and restricted cash – end of period | 144,610 | 183,221 |
Supplemental disclosures of noncash activities: | ||
Fully depreciated assets written off | 157 | 15 |
Fully amortized intangibles written off | 8,272 | 0 |
Cash acquired through acquisitions | 16,141 | 0 |
Cash paid during the period: | ||
Interest | 249 | 215 |
Taxes | $ 4,651 | $ 13,853 |
BACKGROUND
BACKGROUND | 3 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | 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 June 30, 2018 , there were 33,371,915 Class A shares held by the public, 52,582 Class A shares held by non-employee directors, and 85,000 Class A shares held by ORIX USA. In addition, there were 25,515,888 Class B shares held by the HL Voting Trust, and 7,162,588 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. Expenses related to the corporate reorganization and IPO recorded in the consolidated statements of comprehensive income include the following: • $3,323 and $3,570 of compensation expenses associated with the amortization of restricted stock granted in connection with the IPO during the three months ended June 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 • $2,753 and $2,744 of compensation expenses associated with the accrual of certain deferred cash payments granted in connection with the IPO during the three months ended June 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”). 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. • 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 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 three months ended June 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 consists 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. 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 & 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 & acquisition 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. 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, 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 June 2018 , we entered into foreign currency forward contracts between the euro and pound sterling with an aggregate notional value of approximately EUR 5.7 million and with a fair value representing a loss included in other operating expenses of $77 during the three months ended June 30, 2018 . We had no foreign currency forward contract outstanding as of June 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 Cash and cash equivalents include cash held at banks and highly liquid investments with original maturities of three months or less. As of June 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. (i) Restricted Cash 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. June 30, 2018 June 30, 2017 Cash and cash equivalents $ 144,244 $ 183,221 Restricted cash 366 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 144,610 $ 183,221 Restricted cash at June 30, 2018 represented the letter of credit issued for our Frankfurt office. 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. (j) 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. (k) 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 in the accompanying consolidated statements of comprehensive income. Amounts deemed to be uncollectible are written off against the allowance for doubtful accounts. (l) 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. 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 the year ended 2017, 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. (m) 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 $204,875 , 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 June 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. 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 June 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 June 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. (n) Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (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 on April 1, 2018 that resulted in a reduction in retained earnings of $17.7 million , a reduction in deferred tax liabilities of $6.7 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 reasonable 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 June 30, 2018 . 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 (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 its 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 (year ending March 31, 2021 for the Company) with early adoption permitted. Application of this guidance 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. (o) Reclassifications Certain reclassifications have been made to conform the prior period consolidated financial statements and notes to the current period presentation. |
REVENUE RECOGNITION
REVENUE RECOGNITION | 3 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE RECOGNITION | 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 using the modified retrospective method that resulted 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 $11.1 million for the three months ended June 30, 2018, with no material impact to net income. 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 months ended June 30, 2018. As reported Excluding adoption of ASC 606 Adjustments Revenues $ 220,002 $ 209,381 $ 10,621 Operating expenses: Employee compensation and benefits 139,181 139,164 17 Travel, meals, and entertainment 9,587 5,004 4,583 Rent 8,188 8,188 — Depreciation and amortization 3,468 3,468 — Information technology and communications 5,589 5,295 294 Professional fees 6,277 4,828 1,449 Other operating expenses 7,584 2,815 4,769 Total operating expenses 179,874 168,762 11,112 Income before provision for income taxes 41,734 42,225 (491 ) Provision for income taxes 12,052 12,194 (142 ) Net Income $ 29,682 $ 30,031 $ (349 ) 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. 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 June 30, 2018 Increase (Decrease) Balance as of April 1, 2018 (3) Receivables (1) $ 77,350 $ 91 $ 77,259 Contract Assets (1) $ 7,450 $ (12 ) $ 7,462 Contract Liabilities (2) $ 31,153 $ (658 ) $ 31,811 (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 June 30, 2018. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED‑PARTY TRANSACTIONS | 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 $2,297 and $238 during the three months ended June 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 $0 and $172 during the three months ended June 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 ( $6,058 and $6,034 as of June 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 $23 for the three months ended June 30, 2018 and 2017, respectively. Included in receivables from affiliates is also reimbursable third party costs incurred on behalf of Leonardo totaling approximately $2,703 and $2,698 as of June 30, 2018 and March 31, 2018, respectively. 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 June 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 and $9 for the three months ended June 30, 2018 and 2017, respectively. 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 $8 and $21 as of June 30, 2018 and March 31, 2018, respectively. The Company also deferred income from related parties for service fees totaling $25 and $25 as of June 30, 2018 and March 31, 2018. Other assets in the accompanying consolidated balance sheets includes loans receivable from certain employees of $12,671 and $7,489 as of June 30, 2018 , and March 31, 2018, respectively. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS | 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: June 30, 2018 Level I Level II Level III Total U.S. Treasury Securities $ — $ 15,663 $ — $ 15,663 Total asset measured at fair value $ — $ 15,663 $ — $ 15,663 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 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 three months ended June 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. |
INVESTMENT SECURITIES
INVESTMENT SECURITIES | 3 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENT SECURITIES | INVESTMENT SECURITIES The amortized cost, gross unrealized gains (losses), and fair value of securities held to maturity were as follows: June 30, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value U.S. Treasury Securities $ 15,657 $ 8 $ (2 ) $ 15,663 Total securities with unrealized gains $ 15,657 $ 8 $ (2 ) $ 15,663 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: June 30, 2018 March 31, 2018 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $ 15,657 $ 15,663 $ 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 June 30, 2018 . |
ALLOWANCE FOR UNCOLLECTIBLE ACC
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE | 3 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE | ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE Three Months Ended June 30, 2018 2017 Balance-Beginning $ 11,391 $ 11,199 Provision for bad debt 384 614 (Write-off) recovery of uncollectible accounts (748 ) 21 Balance-Ending $ 11,027 $ 11,834 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment, net of accumulated depreciation consist of the following: Useful Lives June 30, 2018 March 31, 2018 Equipment 5 Years $ 7,140 $ 6,653 Furniture and fixtures 5 Years 19,201 19,189 Leasehold improvements 10 Years 32,473 31,916 Computers and software 3 Years 10,756 10,346 Other N/A 1,116 1,120 Total cost 70,686 69,224 Less accumulated depreciation (38,815 ) (37,078 ) Total net book value $ 31,871 $ 32,146 Additions to property and equipment during the three months ended June 30, 2018 were primarily related to costs incurred to furnish new leased office space and refurbish existing space. Depreciation expense of approximately $2,147 and $1,526 was recognized during the three months ended June 30, 2018 and 2017, respectively. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangibles consist of the following. Useful Lives June 30, 2018 March 31, 2018 Goodwill Indefinite $ 597,475 $ 528,889 Tradename-Houlihan Lokey Indefinite 192,210 192,210 Other intangible assets Varies 18,688 15,464 Total cost 808,373 736,563 Less accumulated amortization (6,302 ) (13,253 ) Total net book value (before taxes) $ 802,071 $ 723,310 Deferred tax liability (50,541 ) (50,541 ) Total net book value $ 751,530 $ 672,769 Goodwill attributable to the Company’s business segments are as follows: Business Segments April 1, 2018 Changes (a) June 30, 2018 Corporate Finance $ 273,812 $ 69,058 $ 342,870 Financial Restructuring 163,362 (472 ) 162,890 Financial Advisory Services 91,715 — 91,715 Total $ 528,889 $ 68,586 $ 597,475 (a) Changes were related to the acquisitions and foreign currency translation adjustments. Amortization expense of approximately $1,321 and $448 was recognized for the three months ended June 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 $ 4,098 2020 5,433 2021 707 2022 157 2023 7 |
LOANS PAYABLE
LOANS PAYABLE | 3 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
LOANS PAYABLE | 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 and $62 for the three months ended June 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 June 30, 2018 , no principal was outstanding under the line of credit. The Company paid interest and unused commitment fees of $57 and $57 for the three months ended June 30, 2018 and 2017, respectively, 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 3.49% and 2.69% as of June 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 $37 during the three months ended June 30, 2018 and 2017, respectively. 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 $47 for the three months ended June 30, 2018 and 2017, respectively. 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 $108 for the three months ended June 30, 2018 . See note 16 for aggregated 5-year maturity table on loans payable. |
OTHER COMPREHENSIVE INCOME AND
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS | 3 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS | OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS The only component of other comprehensive income relates to foreign currency translation adjustments of $(12,583) and $5,061 for the three months ended June 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 June 30, 2018 was comprised of the following: Balance, April 1, 2018 $ (13,956 ) Foreign currency translation adjustment (12,583 ) Balance, June 30, 2018 $ (26,539 ) |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company’s provision for income taxes was $12,052 and $9,135 for the three months ended June 30, 2018 , and 2017 , respectively. This represents effective tax rates of 28.9% and 18.9% for the three months ended June 30, 2018 and 2017 , respectively. No changes have been made to the provisional estimates made under SAB 118 at March 31, 2018. The primary drivers of the Company’s effective tax rate being higher than the federal statutory rate of 21.0% for the three months ended June 30, 2018 were the provision for state taxes, the GILTI inclusion, and limits on deductibility of executive compensation under IRC Section 162(m). The Company’s tax rate during the three month period ended June 30, 2017 was driven lower than the federal statutory rate of 35.0% by the adoption of ASU No. 2016-09, Compensation - Stock Compensation, which resulted in a decrease to the provision for income taxes due to the vesting of share awards that was accelerated on February 14, 2017. The decrease to the provision occurred in the quarter ended June 30, 2017 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. |
NET INCOME PER SHARE ATTRIBUTAB
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS | 3 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS | 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 June 30, 2018 2017 Numerator: Net income attributable to holders of shares of common stock—basic $ 29,682 $ 39,244 Net income attributable to holders of shares of common stock—diluted $ 29,682 $ 39,244 Denominator: Weighted average shares of common stock outstanding—basic $ 62,985,084 $ 62,343,589 Weighted average number of incremental shares issuable from unvested restricted stock and restricted stock units, as calculated using the treasury stock method 3,169,128 4,026,660 Weighted average shares of common stock outstanding—diluted $ 66,154,212 $ 66,370,249 Net income per share attributable to holders of shares of common stock Basic $ 0.47 $ 0.63 Diluted $ 0.45 $ 0.59 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 3 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EMPLOYEE BENEFIT PLANS | 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 $768 and $525 during the three months ended June 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. 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 were made under the 2006 Incentive Plan (note 1). 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 $21.00 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 (vi) 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 three-month periods ended June 30, 2018 and 2017 . During the three-month period ended June 30, 2017 excess tax benefits of $9,406 were recorded as 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. As required under the transition provisions, we reclassified, on a retrospective basis, a cash outflow of $1,768 and $60 related to the settlement of share-based awards in satisfaction of withholding tax requirements from operating activities to financing activities during the three-month periods ended June 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 three months ended June 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 (5,676 ) 15.94 Forfeited/Repurchased (34,760 ) 23.87 Balance at June 30, 2017 4,803,439 $ 25.51 Balance at April 1, 2018 2,854,893 $ 26.39 Granted 1,055,488 49.36 Vested (74,504 ) 49.43 Forfeited/Repurchased (28,410 ) 29.97 Balance at June 30, 2018 3,807,467 $ 32.28 Activity in liability classified share awards during the three months ended June 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 ) Balance at June 30, 2017 $ 12,273 Balance at April 1, 2018 $ 15,493 Offer to grant 9,400 Share price determined-transferred to equity grants (4,796 ) Forfeited (204 ) Balance at June 30, 2018 $ 19,893 Compensation expenses for the Company associated with both equity and liability classified awards totaled $16,138 and $11,798 for the three months ended June 30, 2018 and 2017, respectively. At June 30, 2018 , there was $122,872 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 1.41 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 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 three months ended June 30, 2017 , 5,589 shares were issued to non-employee directors, and 1,516,590 shares were converted from Class B to Class A. During the three months ended June 30, 2018 , 4,212 shares were issued to non-employee directors, and 597,880 shares were converted from Class B to Class A. As of June 30, 2018 , there were 85,000 shares of Class A shares 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 June 30, 2018 , there were 25,515,888 Class B shares held by the HL Voting Trust and 7,162,588 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 $5,028 and $4,105 were accrued as of June 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. During the three months ended June 30, 2018 and 2017, the Company repurchased and retired 732,841 and 166,774 shares of its outstanding common stock at a weighted average price of $49.13 and $34.26 per share, excluding commissions, for an aggregate purchase price of $36,002 and $5,714 , respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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, the loans payable to former shareholders, and the loan payable to non-affiliates are as follows: Year ended March 31: Remainder of 2019 $ 849 2020 676 2021 575 2022 17,387 2023 201 2024 and thereafter 12,795 Total $ 32,483 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 June 30, 2018 or March 31, 2018. In addition, an acquisition made in January 2015 included non-contingent consideration with a carrying value of $226 as of June 30, 2018 and March 31, 2018, which is included in other liabilities in the accompanying consolidated balance sheets. An acquisition made in January 2017 included contingent consideration with a carrying value of $0 and $4,085 as of June 30, 2018 and March 31, 2018, respectively, and non-contingent consideration with a carrying value of $1,927 and $1,918 as of June 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 $7,969 and $7,018 for the three months ended June 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 $ 21,018 2020 26,810 2021 25,304 2022 22,056 2023 17,387 2024 and thereafter 51,512 Total $ 164,087 |
SEGMENT AND GEOGRAPHICAL INFORM
SEGMENT AND GEOGRAPHICAL INFORMATION | 3 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHICAL INFORMATION | 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 June 30, 2018 2017 Revenues by segment: Corporate Finance $ 132,871 $ 123,999 Financial Restructuring 50,476 59,029 Financial Advisory Services 36,655 34,463 Total segment revenues $ 220,002 $ 217,491 Segment profit Corporate Finance $ 40,096 $ 41,576 Financial Restructuring 12,354 10,735 Financial Advisory Services 7,413 8,462 Total segment profit 59,863 60,773 Corporate expenses 19,735 13,900 Other (income) expenses, net (1,606 ) (1,506 ) Income before provision for income taxes $ 41,734 $ 48,379 June 30, 2018 March 31, 2018 Assets by segment: Corporate Finance $ 388,692 $ 337,584 Financial Restructuring 185,060 185,486 Financial Advisory Services 113,823 126,034 Total segment assets 687,575 649,104 Corporate assets 459,702 769,737 Total assets $ 1,147,277 $ 1,418,841 Three Months Ended June 30, 2018 2017 Revenues by geography: United States $ 183,242 $ 200,307 International 36,760 17,184 Total revenues $ 220,002 $ 217,491 June 30, 2018 March 31, 2018 Assets by geography: United States $ 723,541 $ 957,897 International 423,736 460,944 Total assets $ 1,147,277 $ 1,418,841 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Company has evaluated subsequent events from the consolidated balance sheet date through the date at which the consolidated financial statements were available to be issued. As a result of that evaluation, we have determined that there were no additional subsequent events requiring disclosure in the financial statements, except as noted below. On July 26, 2018, the Company's Board of Directors declared a quarterly cash dividend of $0.27 per share of Class A and Class B common stock, payable on September 15, 2018 to shareholders of record on September 3, 2018. In July 2018, the board of directors authorized the repurchase of up to $100 million of the Company's common stock. |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 three months ended June 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 . |
Principles of Consolidation | 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. |
Use of Estimates | 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. |
Recognition of Revenue | Recognition of Revenue Revenues consists 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. 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 & 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 & acquisition 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. 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, non-income-related taxes, legal expenses, related-party support services, and charitable contributions. |
Translation of Foreign Currency Transactions | 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. |
Property and Equipment | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash held at banks and highly liquid investments with original maturities of three months or less. As of June 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. |
Restricted Cash | Restricted Cash 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. June 30, 2018 June 30, 2017 Cash and cash equivalents $ 144,244 $ 183,221 Restricted cash 366 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 144,610 $ 183,221 Restricted cash at June 30, 2018 represented the letter of credit issued for our Frankfurt office. 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. |
Investment Securities | 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. |
Accounts Receivable | 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 in the accompanying consolidated statements of comprehensive income. Amounts deemed to be uncollectible are written off against the allowance for doubtful accounts. |
Income Taxes | 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. 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 the year ended 2017, 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. |
Goodwill and Intangible Assets | 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 $204,875 , 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 June 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. 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 June 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 June 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (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 on April 1, 2018 that resulted in a reduction in retained earnings of $17.7 million , a reduction in deferred tax liabilities of $6.7 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 reasonable 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 June 30, 2018 . 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 (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 its 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 (year ending March 31, 2021 for the Company) with early adoption permitted. Application of this guidance 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. (o) Reclassifications Certain reclassifications have been made to conform the prior period consolidated financial statements and notes to the current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents, and Restricted Cash | 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. June 30, 2018 June 30, 2017 Cash and cash equivalents $ 144,244 $ 183,221 Restricted cash 366 — Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 144,610 $ 183,221 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | 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 months ended June 30, 2018. As reported Excluding adoption of ASC 606 Adjustments Revenues $ 220,002 $ 209,381 $ 10,621 Operating expenses: Employee compensation and benefits 139,181 139,164 17 Travel, meals, and entertainment 9,587 5,004 4,583 Rent 8,188 8,188 — Depreciation and amortization 3,468 3,468 — Information technology and communications 5,589 5,295 294 Professional fees 6,277 4,828 1,449 Other operating expenses 7,584 2,815 4,769 Total operating expenses 179,874 168,762 11,112 Income before provision for income taxes 41,734 42,225 (491 ) Provision for income taxes 12,052 12,194 (142 ) Net Income $ 29,682 $ 30,031 $ (349 ) |
Contract with Customer, Asset and Liability | The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers: Balance as of June 30, 2018 Increase (Decrease) Balance as of April 1, 2018 (3) Receivables (1) $ 77,350 $ 91 $ 77,259 Contract Assets (1) $ 7,450 $ (12 ) $ 7,462 Contract Liabilities (2) $ 31,153 $ (658 ) $ 31,811 (1) Included in Accounts receivable on the Consolidated Balance Sheets (2) Deferred income on the Consolidated Balance Sheets (3) See note 2 (n) |
FAIR VALUE OF FINANCIAL INSTR29
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Information About Other Financial Assets | 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: June 30, 2018 Level I Level II Level III Total U.S. Treasury Securities $ — $ 15,663 $ — $ 15,663 Total asset measured at fair value $ — $ 15,663 $ — $ 15,663 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 |
INVESTMENT SECURITIES (Tables)
INVESTMENT SECURITIES (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Securities Held to Maturity | The amortized cost, gross unrealized gains (losses), and fair value of securities held to maturity were as follows: June 30, 2018 Amortized Cost Gross Unrealized Gains Gross Unrealized (Losses) Fair Value U.S. Treasury Securities $ 15,657 $ 8 $ (2 ) $ 15,663 Total securities with unrealized gains $ 15,657 $ 8 $ (2 ) $ 15,663 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 |
Schedule of Maturities of Debt Securities | Scheduled maturities of the Company's debt securities within the investment securities portfolio were as follows: June 30, 2018 March 31, 2018 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value Due within one year $ 15,657 $ 15,663 $ 209,319 $ 209,266 |
ALLOWANCE FOR UNCOLLECTIBLE A31
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Receivables [Abstract] | |
Allowance for Uncollectible Accounts Receivable | Three Months Ended June 30, 2018 2017 Balance-Beginning $ 11,391 $ 11,199 Provision for bad debt 384 614 (Write-off) recovery of uncollectible accounts (748 ) 21 Balance-Ending $ 11,027 $ 11,834 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net of accumulated depreciation consist of the following: Useful Lives June 30, 2018 March 31, 2018 Equipment 5 Years $ 7,140 $ 6,653 Furniture and fixtures 5 Years 19,201 19,189 Leasehold improvements 10 Years 32,473 31,916 Computers and software 3 Years 10,756 10,346 Other N/A 1,116 1,120 Total cost 70,686 69,224 Less accumulated depreciation (38,815 ) (37,078 ) Total net book value $ 31,871 $ 32,146 |
GOODWILL AND OTHER INTANGIBLE33
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill and Other Intangibles | Goodwill and other intangibles consist of the following. Useful Lives June 30, 2018 March 31, 2018 Goodwill Indefinite $ 597,475 $ 528,889 Tradename-Houlihan Lokey Indefinite 192,210 192,210 Other intangible assets Varies 18,688 15,464 Total cost 808,373 736,563 Less accumulated amortization (6,302 ) (13,253 ) Total net book value (before taxes) $ 802,071 $ 723,310 Deferred tax liability (50,541 ) (50,541 ) Total net book value $ 751,530 $ 672,769 |
Schedule of Goodwill Attributable to Business Segments | Goodwill attributable to the Company’s business segments are as follows: Business Segments April 1, 2018 Changes (a) June 30, 2018 Corporate Finance $ 273,812 $ 69,058 $ 342,870 Financial Restructuring 163,362 (472 ) 162,890 Financial Advisory Services 91,715 — 91,715 Total $ 528,889 $ 68,586 $ 597,475 (a) Changes were related to the acquisitions and foreign currency translation adjustments. |
Estimated Future Amortization for Amortizable Intangible Assets | 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 $ 4,098 2020 5,433 2021 707 2022 157 2023 7 |
OTHER COMPREHENSIVE INCOME AN34
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss at June 30, 2018 was comprised of the following: Balance, April 1, 2018 $ (13,956 ) Foreign currency translation adjustment (12,583 ) Balance, June 30, 2018 $ (26,539 ) |
NET INCOME PER SHARE ATTRIBUT35
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income Per Share | The calculations of basic and diluted net income per share attributable to holders of shares of common stock are presented below. Three Months Ended June 30, 2018 2017 Numerator: Net income attributable to holders of shares of common stock—basic $ 29,682 $ 39,244 Net income attributable to holders of shares of common stock—diluted $ 29,682 $ 39,244 Denominator: Weighted average shares of common stock outstanding—basic $ 62,985,084 $ 62,343,589 Weighted average number of incremental shares issuable from unvested restricted stock and restricted stock units, as calculated using the treasury stock method 3,169,128 4,026,660 Weighted average shares of common stock outstanding—diluted $ 66,154,212 $ 66,370,249 Net income per share attributable to holders of shares of common stock Basic $ 0.47 $ 0.63 Diluted $ 0.45 $ 0.59 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Activity in Equity Classified Share Awards | Activity in equity classified share awards which relate to the 2006 Incentive Plan and the 2016 Incentive Plan during the three months ended June 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 (5,676 ) 15.94 Forfeited/Repurchased (34,760 ) 23.87 Balance at June 30, 2017 4,803,439 $ 25.51 Balance at April 1, 2018 2,854,893 $ 26.39 Granted 1,055,488 49.36 Vested (74,504 ) 49.43 Forfeited/Repurchased (28,410 ) 29.97 Balance at June 30, 2018 3,807,467 $ 32.28 |
Activity in Liability Classified Share Awards | Activity in liability classified share awards during the three months ended June 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 ) Balance at June 30, 2017 $ 12,273 Balance at April 1, 2018 $ 15,493 Offer to grant 9,400 Share price determined-transferred to equity grants (4,796 ) Forfeited (204 ) Balance at June 30, 2018 $ 19,893 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Scheduled Aggregate Repayments of Loan Payable to Affiliate | Year ended March 31: Remainder of 2019 $ 849 2020 676 2021 575 2022 17,387 2023 201 2024 and thereafter 12,795 Total $ 32,483 |
Schedule of Approximate Future Minimum Annual Noncancelable Rental Commitments | 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 $ 21,018 2020 26,810 2021 25,304 2022 22,056 2023 17,387 2024 and thereafter 51,512 Total $ 164,087 |
SEGMENT AND GEOGRAPHICAL INFO38
SEGMENT AND GEOGRAPHICAL INFORMATION (Tables) | 3 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue, Profit and Assets by Segment | The following tables present information about revenues, profit and assets by segment and geography. Three Months Ended June 30, 2018 2017 Revenues by segment: Corporate Finance $ 132,871 $ 123,999 Financial Restructuring 50,476 59,029 Financial Advisory Services 36,655 34,463 Total segment revenues $ 220,002 $ 217,491 Segment profit Corporate Finance $ 40,096 $ 41,576 Financial Restructuring 12,354 10,735 Financial Advisory Services 7,413 8,462 Total segment profit 59,863 60,773 Corporate expenses 19,735 13,900 Other (income) expenses, net (1,606 ) (1,506 ) Income before provision for income taxes $ 41,734 $ 48,379 June 30, 2018 March 31, 2018 Assets by segment: Corporate Finance $ 388,692 $ 337,584 Financial Restructuring 185,060 185,486 Financial Advisory Services 113,823 126,034 Total segment assets 687,575 649,104 Corporate assets 459,702 769,737 Total assets $ 1,147,277 $ 1,418,841 |
Revenue by Geographic Areas | Three Months Ended June 30, 2018 2017 Revenues by geography: United States $ 183,242 $ 200,307 International 36,760 17,184 Total revenues $ 220,002 $ 217,491 |
Assets by Geographical Areas | June 30, 2018 March 31, 2018 Assets by geography: United States $ 723,541 $ 957,897 International 423,736 460,944 Total assets $ 1,147,277 $ 1,418,841 |
BACKGROUND (Details)
BACKGROUND (Details) $ / shares in Units, $ in Thousands | Jun. 04, 2018$ / sharesshares | Apr. 05, 2018shares | Mar. 12, 2018$ / sharesshares | Nov. 03, 2017shares | Oct. 25, 2017$ / sharesshares | Apr. 05, 2017shares | Mar. 15, 2017shares | Feb. 14, 2017$ / sharesshares | Aug. 19, 2015class_of_stock | Aug. 17, 2015USD ($)business | Apr. 30, 2017shares | Jun. 30, 2018USD ($)segmentshares | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2018$ / sharesshares | Aug. 18, 2015voteshares | Jun. 30, 2015USD ($) |
Class of Stock [Line Items] | ||||||||||||||||
Number of Classes of Common Stock | class_of_stock | 2 | |||||||||||||||
Conversion ratio of common stock | 1 | |||||||||||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 34.26 | |||||||||||||||
Outstanding common stock repurchased and retired (in shares) | 166,774 | |||||||||||||||
Number of business segments | segment | 3 | |||||||||||||||
IPO | Accrual of deferred cash payments | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Compensation expense, period for recognition | 4 years 6 months | |||||||||||||||
Compensation expense associated with the accrual of certain deferred cash payments granted in connection with the IPO | $ | $ 2,753 | $ 2,744 | ||||||||||||||
IPO | Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Compensation expense associated with the amortization of restricted stock granted in connection with the IPO | $ | $ 3,323 | $ 3,570 | ||||||||||||||
Compensation expense, period for recognition | 4 years 6 months | |||||||||||||||
Class A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock voting rights, number of votes per share | vote | 1 | |||||||||||||||
Shares issued of common stock (in shares) | 33,509,497 | 30,604,405 | ||||||||||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 49.11 | $ 49.13 | ||||||||||||||
Outstanding common stock repurchased and retired (in shares) | 732,841 | |||||||||||||||
Class A | Follow-on Offering | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Price to the public (in dollars per share) | $ / shares | $ 49.15 | $ 47.25 | $ 42 | $ 29.25 | ||||||||||||
Class B | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Common stock voting rights, number of votes per share | vote | 10 | |||||||||||||||
Shares issued of common stock (in shares) | 32,678,476 | 37,187,932 | ||||||||||||||
Stock repurchased during period (in share) | 71,913 | |||||||||||||||
Common stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Number of new HLI shares issued for every Fram share held | 10.425 | |||||||||||||||
Common stock | Class A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued pursuant to registered underwritten public offering (in shares) | 4,212 | 5,589 | ||||||||||||||
Common stock | Class B | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Outstanding common stock repurchased and retired (in shares) | 2,000,000 | 6,900,000 | ||||||||||||||
ORIX USA Corporation | Class A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued of common stock (in shares) | 85,000 | |||||||||||||||
Stock repurchased during period (in share) | 697,000 | |||||||||||||||
ORIX USA Corporation | Class A | Follow-on Offering | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued pursuant to registered underwritten public offering (in shares) | 1,985,983 | 2,000,000 | 125,000 | 1,750,000 | 900,000 | 6,000,000 | ||||||||||
ORIX USA Corporation | Class B | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued of common stock (in shares) | 7,162,588 | |||||||||||||||
Stock repurchased during period (in share) | 6,900,000 | |||||||||||||||
Outstanding common stock repurchased and retired (in shares) | 2,000,000 | 6,900,000 | ||||||||||||||
HL Holders | Class B | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued of common stock (in shares) | 25,515,888 | |||||||||||||||
Investor | Class A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued of common stock (in shares) | 33,371,915 | 12,075,000 | ||||||||||||||
Director | Class A | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued of common stock (in shares) | 9,524 | |||||||||||||||
Shares issued pursuant to registered underwritten public offering (in shares) | 4,212 | 5,589,000 | ||||||||||||||
Dividend Paid | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Pre-IPO dividend distribution to existing owners | $ | $ 270,000 | |||||||||||||||
Cash used to complete potential additional investment | $ | 5,000 | |||||||||||||||
Dividend Paid | ORIX USA Corporation | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Short-term note issued as part of dividend distribution | $ | $ 45,000 | |||||||||||||||
Dividend Paid | HL Holders | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Non-marketable minority equity interests, number of businesses | business | 4 | |||||||||||||||
Non-marketable minority equity interests, aggregate value | $ | $ 22,800 | |||||||||||||||
Dividend Paid | HL Holders | Minimum | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Non-marketable minority equity interests, carrying values | $ | $ 2,500 | |||||||||||||||
Dividend Paid | HL Holders | Maximum | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Non-marketable minority equity interests, carrying values | $ | 11,000 | |||||||||||||||
Dividend Paid | Notes Payable | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Short-term note issued as part of dividend distribution | $ | 197,200 | |||||||||||||||
Dividend Paid | Notes Payable | ORIX USA Corporation | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Short-term note issued as part of dividend distribution | $ | 94,500 | |||||||||||||||
Dividend Paid | Notes Payable | HL Holders | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Short-term note issued as part of dividend distribution | $ | $ 102,700 | |||||||||||||||
Selling Stockholders | Class A | Follow-on Offering | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued pursuant to registered underwritten public offering (in shares) | 1,014,017 | 2,000,000 | 125,000 | 1,750,000 | 300,000 | 2,000,000 | ||||||||||
Forward Share Purchase Agreement | Class B | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares acquired using net proceeds received from the Follow-on Offering (in shares) | 6,900,000 | |||||||||||||||
Shares purchased under Forward Share Purchase Agreement | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares excluded from calculation of basic and diluted earnings per shares (in shares) | 6,900,000 | |||||||||||||||
Shares purchased under Forward Share Purchase Agreement | Forward Share Purchase Agreement | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares excluded from calculation of basic and diluted earnings per shares (in shares) | 2,000,000 | |||||||||||||||
2016 Incentive Plan | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Compensation expense, period for recognition | 4 years | |||||||||||||||
Director | 2016 Incentive Plan | Restricted Stock | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Shares issued of common stock (in shares) | 52,582 |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | 149 Months Ended | |||||||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2018EUR (€) | Jun. 30, 2018USD ($) | Apr. 01, 2018USD ($) | Mar. 31, 2018USD ($) | Jun. 30, 2017EUR (€) | Jan. 31, 2006USD ($) | |
Related Party Transaction [Line Items] | ||||||||||
Decrease in retained earnings | $ (201,702) | $ (207,124) | ||||||||
Increase in deferred revenue | 31,153 | 31,811 | ||||||||
Revenues | $ 220,002 | $ 217,491 | ||||||||
Provisional toll charge | $ 2,480 | |||||||||
Goodwill generated through acquisition | $ 597,475 | $ 528,889 | $ 392,600 | |||||||
Indefinite-lived intangible assets (excluding Goodwill) recognized from acquisition | $ 192,210 | |||||||||
Goodwill acquired through foreign and domestic acquisitions | $ 204,875 | |||||||||
Foreign Currency Forward Contract | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Aggregate notional value of foreign currency forward contract | € | € 5,700,000 | € 0 | ||||||||
Other operating expenses | Foreign Currency Forward Contract | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fair value gains (losses) included in other operating expenses | 77 | |||||||||
Adjustments | Accounting Standards Update 2014-09 | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Decrease in retained earnings | $ 17,700 | |||||||||
Decrease in deferred tax liabilities | 6,700 | |||||||||
Increase in deferred revenue | $ 24,400 | |||||||||
Revenues | 10,621 | |||||||||
Expenses | $ 11,100 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Mar. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 144,244 | $ 206,723 | $ 183,221 | |
Restricted cash | 366 | 93,500 | 0 | |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 144,610 | $ 300,223 | $ 183,221 | $ 492,686 |
REVENUE RECOGNITION - Narrative
REVENUE RECOGNITION - Narrative (Details) - Adjustments - Accounting Standards Update 2014-09 $ in Millions | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Expenses | $ 11.1 |
Revenues | $ 11.1 |
REVENUE RECOGNITION - Effect of
REVENUE RECOGNITION - Effect of the Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenues | $ 220,002 | $ 217,491 |
Operating expenses: | ||
Employee compensation and benefits | 139,181 | 145,509 |
Travel, meals, and entertainment | 9,587 | 5,678 |
Rent | 8,188 | 7,190 |
Depreciation and amortization | 3,468 | 1,974 |
Information technology and communications | 5,589 | 4,276 |
Professional fees | 6,277 | 2,387 |
Other operating expenses | 7,584 | 3,604 |
Total operating expenses | 179,874 | |
Income before provision for income taxes | 41,734 | 48,379 |
Provision for income taxes | 12,052 | 9,135 |
Net income | 29,682 | $ 39,244 |
Excluding adoption of ASC 606 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenues | 209,381 | |
Operating expenses: | ||
Employee compensation and benefits | 139,164 | |
Travel, meals, and entertainment | 5,004 | |
Rent | 8,188 | |
Depreciation and amortization | 3,468 | |
Information technology and communications | 5,295 | |
Professional fees | 4,828 | |
Other operating expenses | 2,815 | |
Total operating expenses | 168,762 | |
Income before provision for income taxes | 42,225 | |
Provision for income taxes | 12,194 | |
Net income | 30,031 | |
Adjustments | Accounting Standards Update 2014-09 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenues | 10,621 | |
Operating expenses: | ||
Employee compensation and benefits | 17 | |
Travel, meals, and entertainment | 4,583 | |
Rent | 0 | |
Depreciation and amortization | 0 | |
Information technology and communications | 294 | |
Professional fees | 1,449 | |
Other operating expenses | 4,769 | |
Total operating expenses | 11,112 | |
Income before provision for income taxes | (491) | |
Provision for income taxes | (142) | |
Net income | $ (349) |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Receivables, Contract Assets, and Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Receivables | |
Beginning balance | $ 77,259 |
Increase (Decrease) | 91 |
Ending balance | 77,350 |
Contract Assets | |
Beginning balance | 7,462 |
Increase (Decrease) | (12) |
Ending balance | 7,450 |
Contract Liabilities | |
Beginning balance | 31,811 |
Increase (Decrease) | (658) |
Ending balance | $ 31,153 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands, $ in Thousands | Jun. 04, 2018$ / sharesshares | Apr. 05, 2018shares | Mar. 12, 2018$ / sharesshares | Nov. 03, 2017shares | Oct. 25, 2017$ / sharesshares | Apr. 05, 2017shares | Mar. 15, 2017shares | Feb. 14, 2017$ / sharesshares | Apr. 30, 2017shares | Feb. 28, 2017AUD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Jul. 31, 2017USD ($) | Nov. 30, 2015USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||
Receivable from affiliates | $ 8,762 | $ 8,732 | |||||||||||||
Related party interest income | 24 | $ 32 | |||||||||||||
Outstanding common stock repurchased and retired (in shares) | shares | 166,774 | ||||||||||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 34.26 | ||||||||||||||
Leonardo & Co. NV | 1.50% Loans Payable | Loans Receivable | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Receivable from affiliates | 6,058 | 6,034 | $ 5,500 | ||||||||||||
Stated interest rate (as a percent) | 1.50% | ||||||||||||||
Related party interest income | 24 | $ 23 | |||||||||||||
Reimbursable third-party costs | 2,703 | 2,698 | |||||||||||||
Leonardo & Co. NV | Italy | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Ownership interest (as a percent) | 49.00% | ||||||||||||||
Accounts Receivable and Unbilled Work in Progress | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amount | 8 | 21 | |||||||||||||
Financial advisory services | ORIX USA | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party revenue and income | 2,297 | 238 | |||||||||||||
Management And Other Administrative Services | Unconsolidated entities | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party revenue and income | 0 | 172 | |||||||||||||
Loans Receivable | Leonardo & Co. NV | 2.0% Loan Receivable | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Receivable from affiliates | $ 2,500 | $ 2,001 | |||||||||||||
Related party interest income | 0 | $ 9 | |||||||||||||
Interest rate on receivables from affiliates | 2.00% | ||||||||||||||
Deferred Income | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Related party transaction, amount | 25 | $ 0 | |||||||||||||
Class B | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Shares repurchased from single employee (in shares) | shares | 71,913 | ||||||||||||||
Class B | ORIX USA Corporation | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Shares repurchased from single employee (in shares) | shares | 6,900,000 | ||||||||||||||
Outstanding common stock repurchased and retired (in shares) | shares | 2,000,000 | 6,900,000 | |||||||||||||
Class A | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Outstanding common stock repurchased and retired (in shares) | shares | 732,841 | ||||||||||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 49.11 | $ 49.13 | |||||||||||||
Class A | ORIX USA Corporation | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Shares repurchased from single employee (in shares) | shares | 697,000 | ||||||||||||||
Other Assets | Loans Receivable | Certain employees | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Loan receivable from certain employees | $ 12,671 | $ 7,489 | |||||||||||||
Follow-on Offering | Class A | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Price to the public (in dollars per share) | $ / shares | $ 49.15 | $ 47.25 | $ 42 | $ 29.25 | |||||||||||
Follow-on Offering | Class A | ORIX USA Corporation | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Shares issued during period (in shares) | shares | 1,985,983 | 2,000,000 | 125,000 | 1,750,000 | 900,000 | 6,000,000 | |||||||||
Affiliated Entity | Follow-on Offering | Class A | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Shares issued during period (in shares) | shares | 1,014,017 | 2,000,000 | 125,000 | 1,750,000 | 300,000 | 2,000,000 |
FAIR VALUE OF FINANCIAL INSTR46
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | $ 15,663 | $ 209,266 |
Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 0 | 0 |
Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 15,663 | 209,266 |
Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 0 | 0 |
Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 10,106 | |
Certificates of deposit | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 0 | |
Certificates of deposit | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 10,106 | |
Certificates of deposit | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 0 | |
Corporate debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 183,578 | |
Corporate debt securities | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 0 | |
Corporate debt securities | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 183,578 | |
Corporate debt securities | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 0 | |
U.S. Treasury Securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 15,663 | 15,582 |
U.S. Treasury Securities | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 0 | |
U.S. Treasury Securities | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | 15,663 | $ 15,582 |
U.S. Treasury Securities | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total asset measured at fair value | $ 0 |
INVESTMENT SECURITIES - Schedul
INVESTMENT SECURITIES - Schedule of Amortized Cost, Gross Unrealized Gains and Losses, and Fair Value of Securities Held to Maturity (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | $ 15,657 | $ 209,319 |
Gross Unrealized Gains | 8 | 24 |
Gross Unrealized (Losses) | (2) | (77) |
Fair Value | 15,663 | 209,266 |
Corporate debt securities | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 183,632 | |
Gross Unrealized Gains | 13 | |
Gross Unrealized (Losses) | (67) | |
Fair Value | 183,578 | |
Certificate of deposit | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 10,106 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized (Losses) | 0 | |
Fair Value | 10,106 | |
U.S. Treasury Securities | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized Cost | 15,657 | 15,581 |
Gross Unrealized Gains | 8 | 11 |
Gross Unrealized (Losses) | (2) | (10) |
Fair Value | $ 15,663 | $ 15,582 |
INVESTMENT SECURITIES - Sched48
INVESTMENT SECURITIES - Schedule of Maturities of Debt Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 |
Due within one year | ||
Amortized Cost | $ 15,657 | $ 209,319 |
Estimated Fair Value | $ 15,663 | $ 209,266 |
ALLOWANCE FOR UNCOLLECTIBLE A49
ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Allowance for Uncollectible Accounts Receivable | ||
Balance-Beginning | $ 11,391 | $ 11,199 |
Provision for bad debt | 384 | 614 |
(Write-off) of uncollectible accounts | (748) | |
Recovery of uncollectible accounts | 21 | |
Ending | $ 11,027 | $ 11,834 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 70,686 | $ 69,224 | |
Less accumulated depreciation | (38,815) | (37,078) | |
Total net book value | 31,871 | 32,146 | |
Depreciation expense | $ 2,147 | $ 1,526 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | ||
Total cost | $ 7,140 | 6,653 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 5 years | ||
Total cost | $ 19,201 | 19,189 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 10 years | ||
Total cost | $ 32,473 | 31,916 | |
Computers and software | |||
Property, Plant and Equipment [Line Items] | |||
Useful Lives | 3 years | ||
Total cost | $ 10,756 | 10,346 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 1,116 | $ 1,120 |
GOODWILL AND OTHER INTANGIBLE51
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Mar. 31, 2018 | Jan. 31, 2006 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 597,475 | $ 528,889 | $ 392,600 |
Tradename-Houlihan Lokey | 192,210 | 192,210 | |
Other intangible assets | 18,688 | 15,464 | |
Total cost | 808,373 | 736,563 | |
Less accumulated amortization | (6,302) | (13,253) | |
Total net book value (before taxes) | 802,071 | 723,310 | |
Deferred tax liability | (50,541) | (50,541) | |
Total net book value | $ 751,530 | $ 672,769 |
GOODWILL AND OTHER INTANGIBLE52
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill by Business Segments (Details) $ in Thousands | 3 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill | |
April 1, 2018 | $ 528,889 |
Changes | 68,586 |
June 30, 2018 | 597,475 |
Corporate Finance | |
Goodwill | |
April 1, 2018 | 273,812 |
Changes | 69,058 |
June 30, 2018 | 342,870 |
Financial Restructuring | |
Goodwill | |
April 1, 2018 | 163,362 |
Changes | (472) |
June 30, 2018 | 162,890 |
Financial Advisory Services | |
Goodwill | |
April 1, 2018 | 91,715 |
Changes | 0 |
June 30, 2018 | $ 91,715 |
GOODWILL AND OTHER INTANGIBLE53
GOODWILL AND OTHER INTANGIBLE ASSETS - Finite-Lived Intangible Assets, Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 1,321 | $ 448 |
GOODWILL AND OTHER INTANGIBLE54
GOODWILL AND OTHER INTANGIBLE ASSETS - Finite-Lived Intangible Assets, Amortization Expense, Fiscal Year Maturity (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Year Ended March 31, | |
Remainder of 2019 | $ 4,098 |
2,020 | 5,433 |
2,021 | 707 |
2,022 | 157 |
2,023 | $ 7 |
LOANS PAYABLE (Details)
LOANS PAYABLE (Details) | 1 Months Ended | 3 Months Ended | |||||
Dec. 31, 2017USD ($) | Jan. 31, 2017USD ($) | Aug. 31, 2015USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Apr. 30, 2018GBP (£) | Nov. 30, 2015EUR (€) | |
Debt Instrument [Line Items] | |||||||
Interest expense on loans payable | $ 0 | $ 62,000 | |||||
Bank of America | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 75,000,000 | ||||||
Outstanding line of credit | 0 | ||||||
Interest on debt | 57,000 | 57,000 | |||||
LIBOR | Bank of America | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 1.00% | ||||||
Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Incurred interest expense on notes | 25,000 | 37,000 | |||||
Loans Payable | 1.50% Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Loans payable, face amount | € | € 14,000,000 | ||||||
Interest on debt | 37,000 | 47,000 | |||||
Stated interest rate (as a percent) | 1.50% | ||||||
Portion of loan paid | $ 2,900,000 | $ 2,900,000 | |||||
Loans Payable | Non Interest Bearing Unsecured Convertible Loan | |||||||
Debt Instrument [Line Items] | |||||||
Loans payable, face amount | £ | £ 10,500,000 | ||||||
Interest on debt | 0 | ||||||
Loans Payable | ORIX USA Corporation | 1.65% Loans Payable | |||||||
Debt Instrument [Line Items] | |||||||
Loans payable, face amount | $ 45,000,000 | ||||||
Interest expense on loans payable | $ 0 | $ 62,000 | |||||
Loans Payable | ORIX USA Corporation | 1.65% Loans Payable | LIBOR | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate (as a percent) | 165.00% | ||||||
Loans Payable | Former Shareholders | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate (as a percent) | 3.49% | 2.69% | |||||
Italy | Leonardo & CO. NV | |||||||
Debt Instrument [Line Items] | |||||||
Investment interest in Italy (as a percent) | 49.00% |
OTHER COMPREHENSIVE INCOME AN56
OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accumulated Other Comprehensive Loss | ||
Foreign currency translation adjustment | $ (12,583) | $ 5,061 |
Accumulated other comprehensive loss | ||
Accumulated Other Comprehensive Loss | ||
Balance, April 1, 2018 | (13,956) | |
Foreign currency translation adjustment | (12,583) | $ 5,061 |
June 30, 2018 | (26,539) | |
Accumulated foreign currency adjustment attributable to parent | ||
Accumulated Other Comprehensive Loss | ||
Foreign currency translation adjustment | $ (12,583) |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 12,052 | $ 9,135 |
Effective tax rate | 28.90% | 18.90% |
NET INCOME PER SHARE ATTRIBUT58
NET INCOME PER SHARE ATTRIBUTABLE TO COMMON SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||
Net income attributable to holders of shares of common stock—basic | $ 29,682 | $ 39,244 |
Net income attributable to holders of shares of common stock—diluted | $ 29,682 | $ 39,244 |
Denominator: | ||
Weighted average shares of common stock outstanding—basic (in shares) | 62,985,084 | 62,343,589 |
Weighted average number of incremental shares issuable from unvested restricted stock and restricted stock units, as calculated using the treasury stock method (in shares) | 3,169,128 | 4,026,660 |
Weighted average shares of common stock outstanding—diluted (in shares) | 66,154,212 | 66,370,249 |
Net income per share attributable to holders of shares of common stock | ||
Basic (in usd per share) | $ 0.47 | $ 0.63 |
Diluted (in usd per share) | $ 0.45 | $ 0.59 |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined Contribution Plans (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Defined contribution plan, amount of contributions | $ 768 | $ 525 |
EMPLOYEE BENEFIT PLANS - Share-
EMPLOYEE BENEFIT PLANS - Share-Based Incentive Plans (Narrative) (Details) $ / shares in Units, $ in Thousands | Oct. 19, 2017shares | Oct. 31, 2017shares | Feb. 28, 2017shares | Aug. 31, 2015director$ / shares | Jun. 30, 2018USD ($)director$ / sharesshares | Jun. 30, 2017USD ($)director$ / shares | Jun. 30, 2016director$ / shares | Mar. 31, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Excess tax benefits recorded | $ | $ 9,406 | |||||||
Compensation expense | $ | $ 16,138 | 11,798 | ||||||
Unrecognized compensation cost | $ | $ 122,872 | |||||||
Unrecognized compensation cost, period for recognition | 1 year 4 months 28 days | |||||||
Shares retired upon accelerated vesting (in shares) | shares | 806,248 | 704,528 | ||||||
Shares subject to accelerated vesting (in shares) | shares | 1,737,461 | 1,907,890 | ||||||
Net cash used in operating activities | $ | $ 118,974 | 60,955 | ||||||
Net cash provided by financing activities | $ | $ (148,404) | $ (227,456) | ||||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate shares granted, price per share (in dollars per share) | $ / shares | $ 49.36 | $ 34.82 | ||||||
2006 Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 3 years | |||||||
2016 Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting period | 4 years | |||||||
2016 Incentive Plan | Director | Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued of common stock (in shares) | shares | 52,582 | |||||||
Aggregate shares granted, number of recipients | director | 2 | 3 | 3 | |||||
Aggregate shares granted, price per share (in dollars per share) | $ / shares | $ 21 | $ 44.50 | $ 33.54 | |||||
2016 Incentive Plan | Director | Restricted Stock | Exercise Price 1 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate shares granted, number of recipients | director | 2 | |||||||
Aggregate shares granted, price per share (in dollars per share) | $ / shares | $ 25.21 | |||||||
2016 Incentive Plan | Director | Restricted Stock | Exercise Price 2 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Aggregate shares granted, number of recipients | director | 1 | |||||||
Aggregate shares granted, price per share (in dollars per share) | $ / shares | $ 23.93 | |||||||
Amended And Restated 2016 Incentive Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Reduction to common stock available for issuance (in shares) | shares | 12,200,000 | |||||||
Common stock available for issuance (in shares) | shares | 8,000,000 | |||||||
Class A | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued of common stock (in shares) | shares | 33,509,497 | 30,604,405 | ||||||
Class A | April 1, 2018 | Amended And Restated 2016 Incentive Award Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Reduction to common stock available for issuance (in shares) | shares | (6,540,659) | |||||||
Annual increase to number of shares available for issuance (as a percent) | 6.00% | |||||||
Accounting Standards Update 2016-09 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Net cash used in operating activities | $ | $ 1,768 | $ 60 | ||||||
Net cash provided by financing activities | $ | $ 1,768 | $ 60 |
EMPLOYEE BENEFIT PLANS - Activi
EMPLOYEE BENEFIT PLANS - Activity in Equity Classified Share Awards (Details) - Restricted Stock - $ / shares | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Shares | ||
Beginning balance (in shares) | 2,854,893 | 3,626,270 |
Granted (in shares) | 1,055,488 | 1,217,605 |
Vested (in shares) | (74,504) | (5,676) |
Forfeited (in shares) | (28,410) | (34,760) |
Ending balance (in shares) | 3,807,467 | 4,803,439 |
Weighted average grant date fair value | ||
Beginning balance (in usd per share) | $ 26.39 | $ 22.35 |
Granted (in usd per share) | 49.36 | 34.82 |
Vested (in usd per share) | 49.43 | 15.94 |
Forfeited (in usd per share) | 29.97 | 23.87 |
Ending balance (in usd per share) | $ 32.28 | $ 25.51 |
EMPLOYEE BENEFIT PLANS - Acti62
EMPLOYEE BENEFIT PLANS - Activity in Liability Classified Shares (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Awards settleable in shares | ||
Beginning balance | $ 15,493 | $ 12,743 |
Offer to grant | 9,400 | 5,450 |
Share price determined-converted to cash payments | (5,920) | |
Share price determined-transferred to equity grants | (4,796) | |
Forfeited | (204) | |
Ending balance | $ 19,893 | $ 12,273 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Jun. 04, 2018$ / sharesshares | Apr. 05, 2018shares | Apr. 05, 2017shares | Apr. 30, 2017USD ($)shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Apr. 30, 2018USD ($) | Mar. 31, 2017shares | Feb. 28, 2017USD ($) | Aug. 18, 2015voteshares |
Class of Stock [Line Items] | |||||||||||
Conversion ratio of common stock | 1 | ||||||||||
Forward purchase obligation | $ | $ 192,372 | $ 0 | $ 93,500,000 | $ 93,500 | |||||||
Outstanding common stock repurchased and retired (in shares) | 166,774 | ||||||||||
Dividends outstanding | $ | $ 5,028,000 | $ 4,105,000 | |||||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 34.26 | ||||||||||
Shares repurchased and retired, value | $ | $ 5,714,000 | ||||||||||
Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued of common stock (in shares) | 33,509,497 | 30,604,405 | |||||||||
Conversion of Class B to Class A shares (in shares) | 1,516,590,000 | ||||||||||
Number of common shares outstanding | 33,509,497 | 30,604,405 | |||||||||
Common stock voting rights, number of votes per share | vote | 1 | ||||||||||
Outstanding common stock repurchased and retired (in shares) | 732,841 | ||||||||||
Authorized amount to be repurchased | $ | $ 50,000,000 | ||||||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 49.11 | $ 49.13 | |||||||||
Shares repurchased and retired, value | $ | $ 36,002,000 | ||||||||||
Class A | Common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued to non-employee directors (in shares) | 4,212 | 5,589 | |||||||||
Conversion of Class B to Class A shares (in shares) | 597,880 | ||||||||||
Number of common shares outstanding | 33,509,497 | 23,380,744 | 30,604,405 | 22,026,811 | |||||||
Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued of common stock (in shares) | 32,678,476 | 37,187,932 | |||||||||
Number of common shares outstanding | 32,678,476 | 37,187,932 | |||||||||
Common stock voting rights, number of votes per share | vote | 10 | ||||||||||
Shares repurchased from single employee (in shares) | 71,913 | ||||||||||
Class B | Common stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common shares outstanding | 32,678,476 | 43,575,698 | 37,187,932 | 50,883,299 | |||||||
Outstanding common stock repurchased and retired (in shares) | 2,000,000 | 6,900,000 | |||||||||
Shares repurchased and retired, value | $ | $ 2,000 | $ 7,000 | |||||||||
ORIX USA Corporation | Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued of common stock (in shares) | 85,000 | ||||||||||
Number of common shares outstanding | 85,000 | ||||||||||
Shares repurchased from single employee (in shares) | 697,000 | ||||||||||
ORIX USA Corporation | Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued of common stock (in shares) | 7,162,588 | ||||||||||
Number of common shares outstanding | 7,162,588 | ||||||||||
Shares repurchased from single employee (in shares) | 6,900,000 | ||||||||||
Outstanding common stock repurchased and retired (in shares) | 2,000,000 | 6,900,000 | |||||||||
Investor | Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued of common stock (in shares) | 33,371,915 | 12,075,000 | |||||||||
Director | Class A | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued of common stock (in shares) | 9,524 | ||||||||||
Shares issued to non-employee directors (in shares) | 4,212 | 5,589,000 | |||||||||
HL Holders | Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Shares issued of common stock (in shares) | 25,515,888 | ||||||||||
Number of common shares outstanding | 25,515,888 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Schedule of Loan Payments (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Year ended March 31: | |
Remainder of 2019 | $ 849 |
2,020 | 676 |
2,021 | 575 |
2,022 | 17,387 |
2,023 | 201 |
2024 and thereafter | 12,795 |
Total | $ 32,483 |
COMMITMENTS AND CONTINGENCIES65
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Operating Leased Assets [Line Items] | |||
Rent expense | $ 8,188 | $ 7,190 | |
Noncancelable Operating Lease Arrangements | |||
Operating Leased Assets [Line Items] | |||
Rent expense | 7,969 | $ 7,018 | |
January 2015 Acquisition | Other Liabilities | |||
Business Acquisition [Line Items] | |||
Non-contingent consideration | 226 | $ 0 | |
January 2017 Acquisition | Other Liabilities | |||
Business Acquisition [Line Items] | |||
Contingent consideration | 0 | 4,085 | |
Non-contingent consideration | $ 1,927 | $ 1,918 |
COMMITMENTS AND CONTINGENCIES66
COMMITMENTS AND CONTINGENCIES - Future Minimum Annual Noncancelable Rental Commitments (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Year ended March 31: | |
Remainder of 2019 | $ 21,018 |
2,020 | 26,810 |
2,021 | 25,304 |
2,022 | 22,056 |
2,023 | 17,387 |
2024 and thereafter | 51,512 |
Total | $ 164,087 |
SEGMENT AND GEOGRAPHICAL INFO67
SEGMENT AND GEOGRAPHICAL INFORMATION - Revenue and Assets by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 220,002 | $ 217,491 | |
Segment profit | 59,863 | 60,773 | |
Corporate expenses | (179,874) | (170,618) | |
Other (income) expenses, net | (1,606) | (1,506) | |
Income before provision for income taxes | 41,734 | 48,379 | |
Total assets | 1,147,277 | $ 1,418,841 | |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Total assets | 687,575 | 649,104 | |
Operating Segments | Corporate Finance | |||
Segment Reporting Information [Line Items] | |||
Revenues | 132,871 | 123,999 | |
Segment profit | 40,096 | 41,576 | |
Total assets | 388,692 | 337,584 | |
Operating Segments | Financial Restructuring | |||
Segment Reporting Information [Line Items] | |||
Revenues | 50,476 | 59,029 | |
Segment profit | 12,354 | 10,735 | |
Total assets | 185,060 | 185,486 | |
Operating Segments | Financial Advisory Services | |||
Segment Reporting Information [Line Items] | |||
Revenues | 36,655 | 34,463 | |
Segment profit | 7,413 | 8,462 | |
Total assets | 113,823 | 126,034 | |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Corporate expenses | 19,735 | 13,900 | |
Total assets | 459,702 | $ 769,737 | |
Segment Reconciling Items | |||
Segment Reporting Information [Line Items] | |||
Other (income) expenses, net | $ (1,606) | $ (1,506) |
SEGMENT AND GEOGRAPHICAL INFO68
SEGMENT AND GEOGRAPHICAL INFORMATION - Revenue and Assets by Geographical Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Mar. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 220,002 | $ 217,491 | |
Total assets | 1,147,277 | $ 1,418,841 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 183,242 | 200,307 | |
Total assets | 723,541 | 957,897 | |
International | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 36,760 | $ 17,184 | |
Total assets | $ 423,736 | $ 460,944 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | Jul. 26, 2018 | Jul. 31, 2018 | Feb. 28, 2017 |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Quarterly cash dividend declared (in dollars per share) | $ 0.27 | ||
Class A | |||
Subsequent Event [Line Items] | |||
Authorized amount to be repurchased | $ 50,000,000 | ||
Class A | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Authorized amount to be repurchased | $ 100,000,000 |