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0001302215false00013022152023-07-272023-07-27

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K

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


Date of report (Date of earliest event reported):
July 27, 2023
Houlihan Lokey, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware   001-37537   95-2770395
(State or Other Jurisdiction of
Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
10250 Constellation Blvd.
5th Floor
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)

310-788-5200
Registrant’s telephone number, including area code:

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.001 HLI New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 2.02.    Results of Operations and Financial Condition.

On July 27, 2023, Houlihan Lokey, Inc. issued a press release announcing its financial results for the first fiscal quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in Item 2.02 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission pursuant to Item 2.02, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)  Exhibits

99.1    Press Release dated July 27, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: July 27, 2023 Houlihan Lokey, Inc.
   
   
  By: /s/ J. Lindsey Alley  
    Name: J. Lindsey Alley  
    Position: Chief Financial Officer  




EXHIBIT INDEX
Exhibit No. Description
99.1


EX-99.1 2 q1fy24-ex991.htm EX-99.1 Document
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Houlihan Lokey Reports First Quarter Fiscal 2024 Financial Results

– First Quarter Fiscal 2024 Revenues of $416 million –
– First Quarter Fiscal 2024 Diluted EPS of $0.90 –
– Adjusted First Quarter Fiscal 2024 Diluted EPS of $0.89 –
– Announces Dividend of $0.55 per Share for Second Quarter Fiscal 2024 –

LOS ANGELES and NEW YORK - July 27, 2023 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its first quarter ended June 30, 2023. For the first quarter ended June 30, 2023, revenues were $416 million, compared with $419 million for the first quarter ended June 30, 2022.
Net income was $61 million, or $0.90 per diluted share, for the first quarter ended June 30, 2023, compared with $71 million, or $1.03 per diluted share, for the first quarter ended June 30, 2022. Adjusted net income for the first quarter ended June 30, 2023 was $62 million, or $0.89 per diluted share, compared with $76 million, or $1.10 per diluted share, for the first quarter ended June 30, 2022.
“Our first quarter fiscal 2024 continued to see strength in financial restructuring and softness in the M&A market. This is the 6th quarter in a row with these market dynamics. However, recently we have started to see improvements in the M&A environment and are hopeful that this momentum remains for the foreseeable future. We have continued to invest heavily in our people and our infrastructure for the last 18 months in anticipation of improved market conditions, and we believe we are well positioned to capitalize when they occur.” stated Scott Beiser, Chief Executive Officer of Houlihan Lokey.

Selected Financial Data
(In thousands, except per share data) U.S. GAAP
Three Months Ended June 30,
2023 2022
Revenues by segment
Corporate Finance $ 227,051  $ 263,951 
Financial Restructuring 123,368  78,838 
Financial and Valuation Advisory 65,410  75,855 
Revenues $ 415,829  $ 418,644 
Operating expenses:
Employee compensation and benefits $ 263,483  $ 265,735 
Non-compensation expenses 78,999  75,339 
Operating income 73,347  77,570 
Other (income)/expense, net (3,005) 1,749 
Income before provision for income taxes 76,352  75,821 
Provision for income taxes 14,962  5,039 
Net income $ 61,390  $ 70,782 
Diluted earnings per share attributable to Houlihan Lokey, Inc. $ 0.90  $ 1.03 

Revenues

For the first quarter ended June 30, 2023, revenues were $416 million, compared with $419 million for the first quarter ended June 30, 2022. For the first quarter ended June 30, 2023, Corporate Finance (“CF”) revenues decreased (14)%, Financial Restructuring (“FR”) revenues increased 56%, and Financial and Valuation Advisory (“FVA”) revenues decreased (14)% when compared with the first quarter ended June 30, 2022.

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Expenses

The Company’s employee compensation and benefits expenses, non-compensation expenses, and provision for income taxes during the periods presented and described below are on a GAAP and an adjusted basis.
U.S. GAAP Adjusted (Non-GAAP) *
Three Months Ended June 30,
($ in thousands) 2023 2022 2023 2022
Expenses:
Employee compensation and benefits $ 263,483  $ 265,735  $ 255,733  $ 257,467 
% of Revenues 63.4  % 63.5  % 61.5  % 61.5  %
Non-compensation $ 78,999  $ 75,339  $ 75,644  $ 59,574 
% of Revenues 19.0  % 18.0  % 18.2  % 14.2  %
Non-compensation per full time employee (1)
$ 30  $ 33  $ 29  $ 26 
Provision for income taxes $ 14,962  $ 5,039  $ 25,499  $ 25,205 
% of Pre-tax income 19.6  % 6.6  % 29.2  % 24.9  %
*Adjusted figures represent non-GAAP information. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.
(1)Calculated using the average full time employees at the beginning of the reporting period and the end of the reporting period.

Employee compensation and benefits expenses were $263 million for the first quarter ended June 30, 2023, compared with $266 million for the first quarter ended June 30, 2022. Adjusted employee compensation and benefits expenses were $256 million for the first quarter ended June 30, 2023, compared with $257 million for the first quarter ended June 30, 2022. This resulted in an adjusted compensation ratio of 61.5% for both the first quarter ended June 30, 2023 and June 30, 2022.

Non-compensation expenses were $79 million for the first quarter ended June 30, 2023, compared with $75 million for the first quarter ended June 30, 2022. Adjusted non-compensation expenses were $76 million for the first quarter ended June 30, 2023, compared with $60 million for the first quarter ended June 30, 2022. The increase in GAAP and adjusted non-compensation expenses was primarily a result of an increase in travel, meals, and entertainment expenses and an increase in rent expense.

The provision for income taxes was $15 million, representing an effective tax rate of 19.6% for the first quarter ended June 30, 2023, compared with $5 million, representing an effective tax rate of 6.6% for the first quarter ended June 30, 2022. The increase in the Company’s GAAP tax rate during the first quarter ended June 30, 2023, relative to the same period in 2022, was primarily a result of the release of the provision for an uncertain tax position as a result of the successful closure of a state audit, that occurred during the first quarter ended June 30, 2022 and did not repeat in the first quarter ended June 30, 2023. The adjusted provision for income taxes was $25 million, representing an adjusted effective tax rate of 29.2% for the first quarter ended June 30, 2023, compared with $25 million, representing an adjusted effective tax rate of 24.9% for the first quarter ended June 30, 2022.

Segment Reporting for the First Quarter

Corporate Finance
CF revenues were $227 million for the first quarter ended June 30, 2023, compared with $264 million for the first quarter ended June 30, 2022, representing a decrease of (14)%. Revenues decreased primarily due to a decrease in the number of closed transactions, which was driven by softness in the M&A markets.
Three Months Ended June 30,
($ in thousands) 2023 2022
Corporate Finance
Revenues $ 227,051  $ 263,951 
# of Managing Directors 225  217 
# of Closed transactions (1)
95  124 
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Financial Restructuring
FR revenues increased 56% to $123 million for the first quarter ended June 30, 2023, compared with $79 million for the first quarter ended June 30, 2022. Revenues increased primarily due to a significant increase in the number of closed transactions, which was driven by favorable market conditions for restructuring transactions.
Three Months Ended June 30,
($ in thousands) 2023 2022
Financial Restructuring
Revenues $ 123,368  $ 78,838 
# of Managing Directors 59  55 
# of Closed transactions (1)
30  16 

Financial and Valuation Advisory
FVA revenues decreased (14)% to $65 million for the first quarter ended June 30, 2023, compared with $76 million for the first quarter ended June 30, 2022. Revenues decreased primarily due to a decrease in the number of Fee Events. The decrease in the number of Fee Events was driven by softness in the M&A markets, which affected one or more of the service lines within our FVA business.
Three Months Ended June 30,
($ in thousands) 2023 2022
Financial and Valuation Advisory
Revenues $ 65,410  $ 75,855 
# of Managing Directors 42  42 
# of Fee Events (1)
786  876 
(1)A Fee Event includes any engagement that involves revenue activity during the measurement period based on a revenue minimum of one thousand dollars. References in this press release to closed transactions should be understood to be the same as transactions that are “effectively closed” as described in our periodic reports on Forms 10-K and 10-Q.
Balance Sheet and Capital Allocation

The Board of Directors of the Company declared a regular quarterly cash dividend of $0.55 per share of Class A and Class B common stock. The dividend will be payable on September 15, 2023, to stockholders of record as of the close of business on September 1, 2023.

As of June 30, 2023, the Company had $490 million of cash and cash equivalents and investment securities, and $58 million of other liabilities.

Investor Conference Call and Webcast

The Company will host a conference call and live webcast at 5:00 p.m. Eastern Time on Thursday, July 27, 2023, to discuss its first quarter fiscal 2024 results. The number to call is 1-877-407-4018 (domestic) or 1-201-689-8471 (international). A live webcast will be available in the Investor Relations section of the Company’s website. A replay of the conference call will be available from July 27, 2023 through August 3, 2023, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 13740130. A replay of the webcast will be archived and available on the Company’s website.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. For a further description of such factors, you should read the Company’s filings with the Securities and Exchange Commission. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

Adjusted net income, total and on a per share basis, and certain adjusted items used to determine adjusted net income, are presented and discussed in this earnings press release and are non-GAAP measures that management believes, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results. These adjusted items remove the significant accounting impact of one-time or non-recurring charges associated with the Company’s one-time/non-recurring matters, as set forth in the tables at the end of this release.

The adjusted items included in this earnings press release as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these adjusted amounts are not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative to the Company’s financial information determined under GAAP. For a description of the Company’s use of these adjusted items and a reconciliation with comparable GAAP items, see the section of this press release titled “Reconciliation of GAAP to Adjusted Financial Information.” Please refer to our financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations, and cash flows.

About Houlihan Lokey

Houlihan Lokey (NYSE:HLI) is a global investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and financial and valuation advisory. The firm serves corporations, institutions, and governments worldwide with offices in the Americas, Europe, the Middle East, and the Asia-Pacific region. Independent advice and intellectual rigor are hallmarks of the firm’s commitment to client success across its advisory services. Houlihan Lokey is the No. 1 investment bank for global M&A transactions under $1 billion, the No. 1 M&A advisor for the past eight consecutive years in the U.S., the No. 1 global restructuring advisor for the past nine consecutive years, and the No. 1 global M&A fairness opinion advisor over the past 25 years, all based on number of transactions and according to data provided by Refinitiv.

For more information, please visit www.HL.com.
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Contact Information
Investor Relations
212.331.8225
IR@HL.com
OR Public Relations
212.331.8223
PR@HL.com

Appendix

Condensed Consolidated Balance Sheets (Unaudited)
Condensed Consolidated Statements of Income (Unaudited)
Reconciliation of GAAP to Adjusted Financial Information (Unaudited)

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share data and par value) June 30, 2023 March 31, 2023
Assets
Cash and cash equivalents $ 456,116  $ 714,439 
Restricted cash 373  373 
Investment securities 33,860  37,309 
Accounts receivable, net of allowance for credit losses 137,551  182,029 
Unbilled work in process, net of allowance for credit losses 104,911  115,045 
Income taxes receivable 15,964  17,693 
Deferred income taxes 108,990  104,941 
Property and equipment, net 101,151  88,345 
Operating lease right-of-use assets 379,336  333,877 
Goodwill 1,090,597  1,087,784 
Other intangible assets, net 200,151  203,370 
Other assets 77,821  83,609 
Total assets $ 2,706,821  $ 2,968,814 
Liabilities and Stockholders' Equity
Liabilities:
Accrued salaries and bonuses $ 473,464  $ 765,877 
Accounts payable and accrued expenses 91,100  113,421 
Deferred income 39,442  40,695 
Deferred income taxes 285  544 
Operating lease liabilities 429,085  374,869 
Other liabilities 58,392  60,111 
Total liabilities 1,091,768  1,355,517 
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 51,296,601 and 50,638,924 shares, respectively 51  51 
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 18,035,565 and 18,048,345 shares, respectively 18  18 
Additional paid-in capital 616,315  642,970 
Retained earnings 1,058,509  1,033,072 
Accumulated other comprehensive loss (59,840) (62,814)
Total stockholders’ equity 1,615,053  1,613,297 
Total liabilities and stockholders’ equity $ 2,706,821  $ 2,968,814 
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended June 30,
(In thousands, except share and per share data) 2023 2022
Revenues $ 415,829  $ 418,644 
Operating expenses:
Employee compensation and benefits 263,483  265,735 
Travel, meals, and entertainment 16,018  11,050 
Rent 17,403  11,790 
Depreciation and amortization 6,532  19,143 
Information technology and communications 13,548  10,990 
Professional fees 9,557  6,469 
Other operating expenses 15,941  15,897 
Total operating expenses 342,482  341,074 
Operating income 73,347  77,570 
Other (income)/expense, net (3,005) 1,749 
Income before provision for income taxes 76,352  75,821 
Provision for income taxes 14,962  5,039 
Net income $ 61,390  $ 70,782 
Weighted average shares of common stock outstanding:
Basic 63,806,156  63,277,596 
Fully diluted 68,000,392  68,828,246 
Earnings per share attributable to Houlihan Lokey, Inc.
Basic $ 0.96  $ 1.12 
Fully diluted $ 0.90  $ 1.03 

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION
(UNAUDITED)
Three Months Ended June 30,
(In thousands, except share and per share data) 2023 2022
Revenues $ 415,829  $ 418,644 
Employee compensation and benefits expenses
Employee compensation and benefits expenses (GAAP) $ 263,483  $ 265,735 
Less: Acquisition related retention payments (7,750) (8,268)
Employee compensation and benefits expenses (adjusted) 255,733  257,467 
Non-compensation expenses
Non-compensation expenses (GAAP) $ 78,999  $ 75,339 
Less: Acquisition amortization (3,355) (15,765)
Non-compensation expenses (adjusted) 75,644  59,574 
Operating income
Operating income (GAAP) $ 73,347  $ 77,570 
Plus: Adjustments (1)
11,105  24,033 
Operating income (adjusted) 84,452  101,603 
Other (income)/expense, net
Other (income)/expense, net (GAAP) $ (3,005) $ 1,749 
Less: Warrant revaluation —  (1,250)
Other (income)/expense, net (adjusted) (3,005) 499 
Provision for income taxes
Provision for income taxes (GAAP) $ 14,962  $ 5,039 
Plus: Impact of the excess tax benefit for stock vesting 7,299  8,102 
Plus: Release of the provision for an uncertain tax position as a result of the successful closure of a state audit —  5,762 
Adjusted provision for income taxes 22,261  18,903 
Plus: Resulting tax impact (2)
3,238  6,302 
Provision for income taxes (adjusted) 25,499  25,205 
Net income
Net income (GAAP) $ 61,390  $ 70,782 
Plus: Adjustments (3)
568  5,117 
Net income (adjusted) 61,958  75,899 
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP) 68,000,392  68,828,246 
Plus: Impact of unvested GCA retention and deferred share awards 1,472,899  — 
Fully diluted shares outstanding (adjusted) 69,473,291  68,828,246 
Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) $ 0.90  $ 1.03 
Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) $ 0.89  $ 1.10 
(1)The aggregate of adjustments from employee compensation and benefits and non-compensation expenses.
(2)Reflects the tax impact of utilizing the adjusted effective tax rate on the non-tax adjustments identified above.
(3)Consists of all adjustments identified above net of the associated tax impact.
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