This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read together with our historical financial statements and related notes included elsewhere in this Form 10-K. Actual results and the timing of events may differ significantly from those expressed or implied in any forward-looking statements due to a number of factors, including those set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" and elsewhere in this Form 10-K. For discussion related to changes in financial condition and the results of operations for fiscal year 2018-related items, refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal year 2019, which was filed with theSecurities and Exchange Commission onMay 25, 2019 . Executive Overview Established in 1972,Houlihan Lokey is a leading global independent investment bank with expertise in mergers and acquisitions, capital markets, financial restructurings, and financial and valuation advisory. With officesthe United States ,Europe , theMiddle East , and theAsia-Pacific region , the Company serves a diverse set of clients including corporations, financial sponsors and government agencies worldwide.Houlihan Lokey's financial professionals deliver meaningful and differentiated advice to clients on strategy and financial decisions employing a rigorous analytical approach coupled with deep product and industry expertise. We operate in three segments: Corporate Finance ("CF"), Financial Restructuring ("FR") and Financial and Valuation Advisory ("FVA"). In our CF business segment, we believe we are an established leader in M&A and capital markets advisory services. Through our FR business segment, we advise on some of the largest and most complex restructurings around the world. Our FVA business segment is one of the largest and most respected valuation, financial opinion and financial consulting practices inthe United States . As ofMarch 31, 2020 , we served our clients globally with 1,068 financial professionals, including 198 Managing Directors. We plan to continue to grow our firm across industry sectors, geographies and products to deliver quality advice and innovative solutions to our clients, both organically and through acquisitions. Acquisitions over the last several years include:Leonardo & Co. NV inNovember 2015 inGermany ,the Netherlands andSpain , and Leonardo's investment banking operations inItaly inJune 2019 (collectively, "Leonardo"), which enable us to provide a much greater breadth of services and coverage to our clients both in continentalEurope and across the globe;Quayle Munro Limited inApril 2018 , which expanded our capabilities in the data and analytics sector;BearTooth Advisors inMay 2018 , which provided us with a private equity fundraising advisory platform;Fidentiis Capital inNovember 2019 , an independent advisory business providing independent corporate finance advisory services relating to mergers and acquisitions, capital raising, and financing; andFreeman & Co. inDecember 2019 , an independent advisory business providing mergers and acquisitions advisory, capital raising, and other investment banking advisory services for the financial services sector. We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters that set forth our fees. A significant portion of our engagements include Progress Fees (as defined herein) consisting of both periodic and milestone-related payments. The occurrence and timing of milestone-related payments, such as upon the closing of a transaction, are generally not within our control. Accordingly, revenue and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter. Corporate expenses represent expenses that are not allocated to individual business segments such as office of the executives, accounting, information technology, compliance and legal, marketing, human capital, including related compensation expense for corporate employees. Business Environment and Outlook Economic and global financial conditions can materially affect our operational and financial performance. See "Risk Factors" for a discussion of some of the factors that can affect our performance. Our fiscal year ends onMarch 31 of each year. Beginning in the fiscal year endedMarch 31, 2019 , the Company prospectively changed the presentation of reimbursements of certain out-of-pocket expenses from a net presentation within operating expenses to a gross basis in revenues. For the fiscal year endedMarch 31, 2020 , we earned revenues of$1,159.4 million , an increase of 7% from the$1,084.4 million earned during the fiscal year endedMarch 31, 2019 . For our fiscal year endedMarch 31, 2019 , revenues increased 13% over fiscal year endedMarch 31, 2018 revenues of$963.4 million . 32
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For the fiscal years endedMarch 31, 2020 , 2019, and 2018, we earned revenues of$184.3 million ,$205.5 million , and$133.3 million , respectively, from our international operations. While our team of investment banking professionals continues to be very active, we caution that given the uncertainty and volatility in the world caused by COVID-19, the closing of some CF transactions on which we are advising has been delayed, which may temporarily have a negative impact on the timing of revenues. On a global basis, in the first quarter of calendar 2020, M&A transaction completions were down 23% versus the prior year period. At the same time, companies across the economy are experiencing severe financial distress as a result of the business cessation caused by COVID-19, and accordingly, our FR activity has increased as companies, creditor groups, and other constituencies across most sectors are seeking our advice. We believe that our FR business will, in the longer-term, continue to contribute revenue; however, there may be a period where M&A and capital markets transactions remain on hiatus and restructuring completions lag, which would cause our revenues to decrease in the short term. In addition, we believe we have a strong market presence, but we cannot control or predict the ultimate magnitude of the pandemic, the timing and speed of the economic recovery, and the ultimate impact that it may have on our revenues. In this uncertain environment, we also believe we are well-positioned to weather the COVID-19 pandemic, with a strong balance sheet with substantial liquidity. Key Financial Measures Revenues Revenues include fee revenues and reimbursements of expenses (see Note 3 included in Part II, Item 8 of this Form 10-K). Revenues reflect revenues from our CF, FR, and FVA business segments that substantially consist of fees for advisory services. Revenues for all three business segments are recognized upon satisfaction of the performance obligation and may be satisfied over time or at a point in time. The amount and timing of the fees paid vary by the type of engagement. In general, advisory fees are paid at the time an engagement letter is signed ("Retainer Fees"), during the course of the engagement ("Progress Fees"), or upon the successful completion of a transaction or engagement ("Completion Fees"). Prior toApril 1, 2018 , the timing of the recognition of these various fees were generally recognized on a monthly basis, except in situations where there was 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. Completion Fees were recognized only upon substantial completion of the contingencies stipulated by the engagement agreement. In some cases, approval of our fees is required from the courts or other regulatory authority; in these circumstances, the recognition of revenue was often deferred until approval was granted. However, if the fee that was going to be collected from the client was fixed and determinable, and the collectability of the fee was reasonably assured, there were instances when revenue recognition prior to such approval was appropriate under accounting principles generally accepted inthe United States ("GAAP"). In instances when the revenue recognized on a specific engagement exceeded the amounts billed, unbilled work-in-process was recorded. Billed receivables were recorded as accounts receivable in the consolidated balance sheets. OnApril 1, 2018 , we adopted Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize revenue as contractual services are transferred to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those services. The Company used the modified retrospective method that also 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. See Note 3 included in Part II, Item 8 of this Form 10-K for a more detailed discussion. CF provides general financial advisory services in addition to advice on mergers and acquisitions and capital markets offerings. We advise public and private institutions on a wide variety of situations, including buy-side and sell-side transactions, as well as leveraged loans, private mezzanine debt, high-yield debt, initial public offerings, follow-ons, convertibles, equity private placements, private equity, and liability management transactions, and advise financial sponsors on all types of transactions. The majority of our CF revenues consists of Completion Fees. CF transactions can fail to be completed for many reasons that are outside of our control. In these instances, our fees are generally limited to Retainer Fees and in some cases Progress Fees that may have been earned. 33
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FR 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 FR business segment offers a wide range of advisory services to our clients, including: the structuring, negotiation, and confirmation of plans of reorganization; structuring and analysis of exchange offers; corporate viability assessment; dispute resolution and expert testimony; and procuring debtor-in-possession financing. Although atypical, a FR 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 Retainer Fees and/or Progress Fees. FVA primarily provides valuations of various assets, including: companies; illiquid debt and equity securities; and intellectual property (among other assets and liabilities). These valuations are used for financial reporting, tax reporting, and other purposes. In addition, our FVA business segment renders fairness opinions in connection with mergers and acquisitions and other transactions, and solvency opinions in connection with corporate spin-offs and dividend recapitalizations, and other types of financial opinions in connection with other transactions. Also, our FVA business segment provides dispute resolution services to clients where fees are usually based on the hourly rates of our financial professionals. Unlike our CF or FR segments, the fees generated in our FVA segment are generally not contingent on the successful completion of a transaction. Operating Expenses Our operating expenses are classified as employee compensation and benefits expense and non-compensation expense; revenue and headcount are the primary drivers of our operating expenses. Subsequent to theApril 1, 2018 adoption of ASU No. 2014-09, Revenue from Contracts with Customers, the Company prospectively changed the presentation of reimbursements of certain out-of-pocket deal expenses from a net presentation within non-compensation expenses to a gross basis in Revenues. Therefore, for the years endedMarch 31, 2020 and 2019, reimbursements of certain out-of-pocket deal expenses are included in both Revenues and Operating expenses on the Consolidated Statements of Comprehensive Income. Employee Compensation and Benefits Expense. Our employee compensation and benefits expense, which accounts for the majority of our operating expenses, is determined by management based on revenues earned, headcount, the competitiveness of the prevailing labor market, and anticipated compensation expectations of our employees. These factors may fluctuate, and as a result, our employee compensation and benefits expense may fluctuate materially in any particular period. Accordingly, the amount of employee compensation and benefits expense recognized in any particular period may not be consistent with prior periods or indicative of future periods. Our employee compensation and benefits expense consists of base salary, payroll taxes, benefits, annual incentive compensation payable as cash bonus awards, deferred cash bonus awards, and the amortization of equity-based bonus awards. Base salary and benefits are paid ratably throughout the year. Our annual equity-based bonus awards include fixed share compensation awards and fixed dollar awards as a component of the annual bonus awards for certain employees. These equity awards are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which occurs in the first quarter of each fiscal year; accordingly, expenses are amortized over the stated vesting period. In most circumstances, the unvested portion of these awards is subject to forfeiture should the employee depart from the Company. Cash bonuses, which are accrued monthly, are discretionary and dependent upon a number of factors including the Company's performance and are generally paid in the first fiscal quarter of each year with respect to prior year performance. Generally, a portion of the cash bonus is deferred and paid in the third quarter of the fiscal year in which the bonus is awarded. The ratio of employee compensation and benefits to revenues is referred to as the "Compensation Ratio." Non-Compensation Expense. The balance of our operating expenses includes costs for travel, meals and entertainment, rent, depreciation and amortization, information technology and communications, professional fees, and other operating expenses. We refer to all of these expenses as non-compensation expenses. A portion of our non-compensation expenses fluctuates in response to changes in headcount. 34
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Other (Income)/Expense, net
Other (income)/expense, net includes (i) interest income earned on non-marketable and investment securities, Cash and cash equivalents, loans receivable from affiliates, employee loans, and commercial paper, (ii) interest expense and fees on our 2015 Line of Credit or 2019 Line of Credit (each defined herein), (iii) interest expense on the loan payable to affiliate, Loans payable to former shareholders, and the Loan payable to non-affiliates, (iv) equity income and/or gains or losses from funds and partnership interests where we have more than a minor ownership interest or more than minor influence over operations, but do not have a controlling interest and are not the primary beneficiary, and (v) gains and/or losses associated with the reduction/increase of earnout liabilities. Results of Consolidated Operations The following is a discussion of our results of operations for the years endedMarch 31, 2020 and 2019. For a more detailed discussion of the factors that affected the revenues and the operating expenses of our CF, FR, and FVA business segments in these periods, see "Business Segments" below. Year Ended March 31, Change ($ in thousands) 2020 2019 2018 '19-'20 '18-'19 Revenues$ 1,159,368 $ 1,084,385 $ 963,364 7 % 13 % Operating expenses: Employee compensation and benefits 737,762 692,073 636,631 7 % 9 % Non-compensation expenses 192,005 173,215 112,320 11 % 54 % Total operating expenses 929,767 865,288 748,951 7 % 16 % Operating income 229,601 219,097 214,413 5 % 2 % Other (income)/expense, net (6,046 ) (5,223 ) (3,423 ) 16 % 53 % Income before provision for income taxes 235,647 224,320 217,836 5 % 3 % Provision for income taxes 51,854 65,214 45,553 (20 )% 43 % Net income attributable to Houlihan Lokey, Inc. 183,793 159,106 172,283 16 % (8 )%
Year Ended
Revenues were$1,159.4 million for the year endedMarch 31, 2020 , compared with$1,084.4 million for the year endedMarch 31, 2019 , representing an increase of 7%. For the year endedMarch 31, 2020 , CF revenues increased 6%, FR revenues increased 11%, and FVA revenues remained relatively flat, compared with the year endedMarch 31, 2019 . Operating expenses were$929.8 million for the year endedMarch 31, 2020 , compared with$865.3 million for the year endedMarch 31, 2019 , an increase of 7%. Employee compensation and benefits expense, as a component of operating expenses, was$737.8 million for the year endedMarch 31, 2020 , compared with$692.1 million for the year endedMarch 31, 2019 , an increase of 7%. The increase in employee compensation and benefits expense was primarily due to the increase in revenues for the fiscal year. The Compensation Ratio was 64% for both the years endedMarch 31, 2020 and 2019. Non-compensation expenses, as a component of operating expenses, were$192.0 million for the year endedMarch 31, 2020 , compared with$173.2 million for the year endedMarch 31, 2019 , an increase of 11%. The increase in non-compensation expenses was primarily a result of higher general operating expenses (including technology expenses) associated with the growth of the Company. Other (income)/expense, net was$(6.0) million for the year endedMarch 31, 2020 , compared with$(5.2) million for the year endedMarch 31, 2019 . The increase in other (income)/expense, net was primarily a result of higher interest (income) generated by our investment securities and a gain recognized from the reduction in the fair value of earnout liabilities associated with two of our acquisitions. These were partially offset by an equity method investment loss for the year endedMarch 31, 2020 , compared to a gain for the year endedMarch 31, 2019 . The provision for income taxes for the year endedMarch 31, 2020 was$51.9 million , which reflected an effective tax rate of 22%. The provision for income taxes for the year endedMarch 31, 2019 was$65.2 million , which reflected an effective tax rate of 29%. The decrease in the Company's tax rate during the year endedMarch 31, 2020 relative to the year endedMarch 31, 2019 was primarily a result of the vesting of stock that occurred in April andMay 2019 , as well as decreased state tax expense. 35
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Business Segments The following table presents revenues, expenses, and contributions from our continuing operations by business segment. The revenues by segment represents each segment's revenues, and the profit by segment represents profit for each segment before corporate expenses, Other (income)/expense, net, and income taxes. Year Ended March 31, Change ($ in thousands) 2020 2019 2018 '19-'20 '18-'19
Revenues by segment Corporate Finance$ 646,788 $ 607,333 $ 528,643 6 % 15 % Financial Restructuring 352,517 317,774 294,142 11 % 8 % Financial and Valuation Advisory 160,063 159,278 140,579 - % 13 % Revenues$ 1,159,368 $ 1,084,385 $ 963,364 7 % 13 % Segment profit (1) Corporate Finance$ 179,660 $ 193,603 $ 177,575 (7 )% 9 % Financial Restructuring 107,714 83,607 73,691 29 % 13 % Financial and Valuation Advisory 35,172 28,776 26,334 22 % 9 % Total segment profit 322,546 305,986 277,600 5 % 10 % Corporate expenses (2) 92,945 86,889 63,187 7 % 38 %
Other (income)/expense, net (6,046 ) (5,223 ) (3,423 )
16 % 53 % Income before provision for income taxes$ 235,647 $ 224,320 $ 217,836 5 % 3 % Segment Metrics: Number of Managing Directors Corporate Finance 123 108 92 14 % 17 % Financial Restructuring 45 44 42 2 % 5 % Financial and Valuation Advisory 30 33 35 (9 )% (6 )% Number of closed transactions/Fee Events (3) Corporate Finance 309 284 226 9 % 26 % Financial Restructuring 99 81 76 22 % 7 % Financial and Valuation Advisory 1,385 1,377 1,339 1 % 3 %
(1) We adjust the compensation expense for a business segment in situations
where an employee residing in one business segment is performing work in
another business segment where the revenues are accrued. Segment profit
may vary significantly between periods depending on the levels of collaboration among the different segments.
(2) Corporate expenses represent expenses that are not allocated to individual
business segments such as office of the executives, accounting,
information technology, compliance, legal, marketing, and human capital.
(3) Fee Events applicable to FVA only; a Fee Event includes any engagement
that involves revenue activity during the measurement period with a
revenue minimum of
understood to be the same as transactions that are "effectively closed" as
described in Note 2 of our Consolidated Financial Statements.
Corporate Finance Year EndedMarch 31, 2020 versusMarch 31, 2019 Revenues for CF were$646.8 million for the year endedMarch 31, 2020 , compared with$607.3 million for the year endedMarch 31, 2019 , representing an increase of 6%. The increase in revenues was primarily a result of an increase in the number of transactions that closed for the year endedMarch 31, 2020 , compared with the year endedMarch 31, 2019 . Notwithstanding the annual increase in CF revenues, toward the end of the fiscal 2020, CF experienced a reduction of transaction closings due to the COVID-19 pandemic, and we expect this slowdown to continue for some time. Segment profit for CF was$179.7 million for the year endedMarch 31, 2020 , compared with$193.6 million for the year endedMarch 31, 2019 , representing a decrease of (7)%. The decrease in segment profit was a result of higher compensation and non-compensation expenses as a percentage of revenues for the year endedMarch 31, 2020 , compared with the year endedMarch 31, 2019 . 36
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Financial Restructuring
Year EndedMarch 31, 2020 versusMarch 31, 2019 Revenues for FR were$352.5 million for the year endedMarch 31, 2020 , compared with$317.8 million for the year endedMarch 31, 2019 , representing an increase of 11%. The increase in revenues was primarily driven by higher average transaction fees and an increase in the number of closed transactions for the year endedMarch 31, 2020 , compared with the year endedMarch 31, 2019 . Beginning inMarch 2020 , FR experienced a significant level of new business opportunities, principally as a result of the COVID-19 pandemic, as well as the global collapse of oil and gas prices. Segment profit for FR was$107.7 million for the year endedMarch 31, 2020 , compared with$83.6 million for the year endedMarch 31, 2019 , an increase of 29%. The increase in segment profit was a result of the increase in revenues and lower compensation and non-compensation expenses as a percentage of revenues for the year endedMarch 31, 2020 , compared with the year endedMarch 31, 2019 . Financial and Valuation Advisory Year EndedMarch 31, 2020 versusMarch 31, 2019 Revenues for FVA remained relatively flat year over year, with$160.1 million for the year endedMarch 31, 2020 , compared with$159.3 million for the year endedMarch 31, 2019 . This was due to an increase in Fee Events, partially offset by a decrease in the average fee per Fee Event for the year endedMarch 31, 2020 , compared with the year endedMarch 31, 2019 . Toward the end of fiscal 2020, FVA experienced a reduction of transaction closings due to the COVID-19 pandemic, and we expect this slowdown to continue for some time. Segment profit for FVA was$35.2 million for the year endedMarch 31, 2020 , compared with$28.8 million for the year endedMarch 31, 2019 , representing an increase of 22%. The increase in segment profit was a result of the increase in revenues and lower compensation and non-compensation expenses as a percentage of revenues for the year endedMarch 31, 2020 , compared with the year endedMarch 31, 2019 . Corporate Expenses Year EndedMarch 31, 2020 versusMarch 31, 2019 Corporate expenses were$92.9 million for the year endedMarch 31, 2020 , compared with$86.9 million for the year endedMarch 31, 2019 , representing an increase of 7%. This 7% increase was driven by increased non-compensation expenses for the year endedMarch 31, 2020 , compared with the year endedMarch 31, 2019 . Liquidity and Capital Resources Our current assets comprise cash and cash equivalents, investment securities, receivables from affiliates, accounts receivable, and unbilled work in process related to fees earned from providing advisory services. Our current liabilities include deferred income, accounts payable and accrued expenses, accrued salaries and bonuses, income taxes payable, and current portion of loan obligations. Our cash and cash equivalents include cash held at banks. We maintain moderate levels of cash on hand in support of regulatory requirements for our registered broker-dealer. As ofMarch 31, 2020 and 2019, we had$173.7 million and$168.4 million of cash in foreign subsidiaries, respectively. Our excess cash may be invested from time to time in short term investments, including treasury securities, commercial paper, certificates of deposit, and investment grade corporate debt securities. Please refer to Note 6 for further detail. OnNovember 16, 2015 , we issued the loan payable to non-affiliates in connection with the Leonardo transaction, which is aEUR 14.0 million note bearing interest at an annual rate of 1.50% and is payable onNovember 16, 2040 . Under certain circumstances, the note may be paid in part or in whole over a five-year period in equal annual installments. In each ofJanuary 2017 ,December 2017 ,December 2018 , andDecember 2019 , we paid a portion of this loan in the amount ofEUR 2.9 million . The remaining principal balance of the loan as ofMarch 31, 2020 was$3.3 million , which included foreign currency translation adjustments and unpaid interest. See Note 1 and Note 10 for additional information. 37
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As ofMarch 31, 2020 and 2019, our Cash and cash equivalents, Investment securities, and Restricted cash were as follows: (In thousands) March 31, 2020 March 31, 2019 Cash and cash equivalents$ 380,373 $ 285,746 Investment securities 135,389 125,258
Total unrestricted cash and cash equivalents, including investment securities
515,762 411,004 Restricted cash (1) 373 369
Total cash, cash equivalents, and restricted cash, including investment securities
$ 516,135 $ 411,373 (1) Represents a deposit in support of a letter of credit issued for ourFrankfurt office. Our liquidity is highly dependent upon cash receipts from clients which in turn are generally dependent upon the successful completion of transactions as well as the timing of receivables collections, which typically occur within 60 days of billing. As ofMarch 31, 2020 and 2019, we had$80.9 million and$70.8 million of Accounts receivable, net of doubtful accounts, respectively. As ofMarch 31, 2020 and 2019, we had$39.8 million and$71.9 million of Unbilled work in process, net of doubtful accounts, respectively.
Subsequent to the end of fiscal 2020, our Board of Directors declared a
quarterly cash dividend of
OnAugust 23, 2019 , the Company entered into a syndicated revolving line of credit withBank of America, N.A . and certain other financial institutions party thereto, which allows for borrowings of up to$100.0 million (and, subject to certain conditions, provides the Company with an expansion option, which, if exercised in full, would provide for a total credit facility of$200 million ) and matures onAugust 23, 2022 (the "2019 Line of Credit"). As ofMarch 31, 2020 , no principal was outstanding under the 2019 Line of Credit. The agreement governing this facility provides that borrowings bear interest at an annual rate of LIBOR plus 1.00%, commitment fees apply to unused amounts, and contains debt covenants which require that the Company maintain certain financial ratios. The loan agreement requires compliance with certain financial covenants including but not limited to the maintenance of minimum consolidated earnings before interest, taxes, depreciation and amortization of no less than$150.0 million as of the end of any quarterly 12-month period and certain leverage ratios including a consolidated leverage ratio of less than 2.00 to 1.00. As ofMarch 31, 2020 , we were, and expect to continue to be, in compliance with such covenants. 38
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Cash Flows Our operating cash flows are primarily influenced by the amount and timing of receipt of advisory fees and the payment of operating expenses, including payments of incentive compensation to our employees. We pay a significant portion of our incentive compensation during the first and third quarters of each fiscal year. A summary of our operating, investing, and financing cash flows is as follows: Year Ended March 31, (In thousands) 2020 2019 2018 Operating activities: Net income$ 183,793 $ 159,106 $ 172,283 Non-cash charges 100,214 60,918 48,894 Other operating activities 3,662 4,250 29,470
Net cash provided by operating activities 287,669 224,274
250,647
Net cash (used in)/provided by investing activities (33,144 ) 6,459 (218,584 ) Net cash (used in) financing activities (152,139 ) (236,138 ) (225,311 ) Effects of exchange rate changes on cash, cash equivalents, and restricted cash (7,755 ) (8,703 )
785
Net increase/(decrease) in cash, cash equivalents, and restricted cash 94,631 (14,108 ) (192,463 ) Cash, cash equivalents, and restricted cash-beginning of year 286,115 300,223
492,686
Cash, cash equivalents, and restricted cash-end of year$ 380,746 $ 286,115 $ 300,223 Year EndedMarch 31, 2020 Operating activities resulted in a net inflow of$287.7 million for fiscal 2020, which was greater than the prior year due primarily to higher net income for the year and a reduction in unbilled work in process. Investing activities resulted in a net outflow of$33.1 million primarily due to purchases of new investment securities, partially offset by an increase in the sale or maturity of existing investment securities and acquisitions of property and equipment. Financing activities resulted in a net outflow of$152.1 million primarily related to (i) dividend distributions, (ii) payments to settle employee tax obligations on share-based awards, and (iii) share repurchases. Year EndedMarch 31, 2019 Operating activities resulted in a net inflow of$224.3 million for fiscal 2019, which was lower than the prior year due primarily to lower net income for the year. Investing activities resulted in a net outflow of$6.5 million primarily attributable to sale or maturities of investment securities. Financing activities resulted in a net outflow of$236.1 million primarily related to (i) dividend distributions, (ii) settlement of forward purchase contracts, and (iii) share repurchases. Contractual Obligations The following table summarizes our payment obligations and commitments as ofMarch 31, 2020 . Payment Due by Period Total Less than 1 1 to 3 Years 3 to 5 Years More than 5 (In thousands) Year Years Operating Leases$ 184,830 $ 28,887 $ 46,987 $ 33,162 $ 75,794 Loans payable to former shareholders 1,393 575 480 31 307 Loan payable to non-affiliate (1) 3,283 - - - 3,283 Other liabilities 32,024 4,779 17,866 - 9,379
(1) Under certain circumstances, the note may be paid in part or in whole over
a five year period in equal annual installments. 39
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In connection with certain acquisitions, certain employees may be entitled to deferred consideration, primarily in the form of retention payments, should certain service and/or performance conditions be met in the future. As a result of these conditions, such deferred consideration would be expensed as compensation in current and future periods and has been accrued as liabilities on the Consolidated Balance Sheets as ofMarch 31, 2020 and 2019. The following table shows the expected future deferred consideration payable under these agreements assuming the applicable service and/or performance conditions are met: Year Ended March 31, (In thousands) 2021 2022 2023 2024 2025 Total Service condition only (1)$ 6,675 $ 4,542 $ 4,542 $
- $ -
(1) Assumes full payment of service condition deferred consideration. Payment
to any individual is not required if they are not an employee on a certain
measurement date in each fiscal year. (2) Assumes full payment or accrual of performance and service condition deferred consideration. In certain cases, payment to an individual is
contingent on the receipt of cash associated with certain assignments that
were completed prior to the acquisition, and that individual being
employed on the performance measurement date. In certain cases, payment to
an individual is contingent on the performance of the acquired company
operating within
on the performance measurement date.
Off-Balance Sheet Arrangements We do not invest in any off-balance sheet vehicles that provide liquidity, capital resources, market or credit risk support, or engage in any activities that expose us to any liability that is not reflected in our consolidated financial statements except for certain stand-by letters of credit and bank guarantees in support of various office leases totaling approximately$0.6 million . Critical Accounting Policies and Estimates We believe that the critical accounting policies and practices included below are both most important to the portrayal of the Company's financial condition and results, and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. For a discussion of these and other significant accounting policies and their impact on our consolidated financial statements, see Note 2 included in part II, Item 8 of this Form 10-K. The preparation of consolidated financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period for which they are determined to be necessary. Recognition of Revenue The Company adopted ASU 2014-09, Revenue from Contracts with Customers, onApril 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 used 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. 40
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Revenues from CF engagements primarily consist of fees generated in connection with advisory services related to corporate finance, mergers and acquisitions, and capital markets offerings. Completion Fees from these engagements are recognized at a point in time when the related transaction has been effectively closed. At that time, the Company has transferred control of the promised service and the customer obtains control. CF contracts generally contain a variety of promised services that may be capable of being distinct, but they are not distinct within the context of the contract as the various services are inputs to the combined output of successfully brokering a specific transaction. EffectiveApril 1, 2018 , fees received prior to the completion of the transaction, including Retainer Fees and Progress Fees, are deferred within deferred income in the consolidated balance sheets 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 toApril 1, 2018 , these various fees were generally recognized on a monthly basis, except in situations where there was 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 FR engagements primarily consist of fees generated in connection with advisory services to debtors, creditors and other parties-in-interest involving recapitalization or deleveraging transactions implemented both through bankruptcy proceedings and through out-of-court exchanges, consent solicitations or other mechanisms, as well as in distressed mergers and acquisitions and capital markets activities. Retainer Fees and Progress Fees from restructuring engagements are recognized over 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 considered variable and constrained until the related transaction has been effectively closed as they are contingent upon a future event which includes factors outside of our control (e.g., completion of a transaction or third party emergence from bankruptcy or approval by the court). Revenues from FVA engagements primarily consist of fees generated in connection with valuation and diligence services and rendering fairness, solvency and other financial opinions. Revenues are recognized at a point in time as these engagements include a singular objective that does not transfer any notable value to the Company's clients until the opinions have been rendered and delivered to the client. However, certain engagements consist of advisory services where fees are usually based on the hourly rates of our financial professionals. Such revenues are recognized over time as the benefits of these advisory services are transferred to the Company's clients throughout the course of the engagement, and, as a practical expedient, the Company has elected to use the 'as-invoiced' approach to recognize revenue. See Note 2 and Note 3 included in Part II, Item 8 of this Form 10-K for additional information. 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 our share-based incentive awards. We account for share-based payments in accordance with Financial Accounting Standards Board ASC 718, "Compensation-Stock Compensation". We grant employees awards that vest subject to continued employment in good standing. Employee compensation and benefits expense is accrued if it is probable that the condition will be achieved and is not accrued if it is not probable that the condition will be achieved. The fair value of awards that vest from one to five years are amortized over the vesting period or requisite substantive service period, as required by ASC 718. See Note 14 included in Part II, Item 8 of this Form 10-K for additional information. Other types of operating expenses include: Travel, meals, and entertainment; Rent; Depreciation and amortization; Information technology and communications; Professional fees; and Other operating expenses. Allowance for Doubtful Accounts The allowance for doubtful accounts on accounts 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 a 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. 41
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See Note 7 included in Part II, Item 8 of this Form 10-K for additional information. Provision for Income Taxes The Company files a consolidated federal income tax return, as well as consolidated and separate returns in state and local jurisdictions, and the Company reports income tax expense on this basis. See Note 12 included in Part II, Item 8 of this Form 10-K for additional information.Goodwill and Intangible AssetsGoodwill 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 trade names 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. We have a deferred tax liability related to trade names of$49.2 million and$51.7 million as ofMarch 31, 2020 and 2019, respectively. During fiscal 2020, 2019, and 2018, goodwill was reviewed for impairment in accordance with ASU No. 2011-08, Testing Goodwill for Impairment, which permits us to make a qualitative assessment of whether it is more likely than not that one of our reporting unit's fair value is less than its carrying amount before applying the two-step goodwill impairment test. If we conclude that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then we 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, we 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. During the annual impairment reviews, management concluded that it is not more likely than not that our fair value is less than its carrying amount and no further impairment testing was considered necessary. During fiscal 2020, 2019, and 2018, indefinite-lived intangible assets were reviewed for impairment in accordance with ASU 2012-02, Testing Indefinite-lived Intangible Assets for Impairment, which provides us 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. During the annual impairment review of indefinite-lived intangible assets, we determined that it is 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, we first compare 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. To date, 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 Developments For additional information on recently issued accounting developments and their impact or potential impact on our consolidated financial statements, see Note 2 included in Part II, Item 8 of this Form 10-K. 42
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