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0001302215false00013022152023-10-262023-10-26

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):
October 26, 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 October 26, 2023, Houlihan Lokey, Inc. issued a press release announcing its financial results for the second fiscal quarter ended September 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 October 26, 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: October 26, 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 q2fy24-ex991.htm EX-99.1 Document
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Houlihan Lokey Reports Second Quarter Fiscal 2024 Financial Results

– Second Quarter Fiscal 2024 Revenues of $467 million –
– Second Quarter Fiscal 2024 Diluted EPS of $0.99 –
– Adjusted Second Quarter Fiscal 2024 Diluted EPS of $1.11 –
– Announces Dividend of $0.55 per Share for Third Quarter Fiscal 2024 –

LOS ANGELES and NEW YORK - October 26, 2023 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its second quarter ended September 30, 2023.
For the second quarter ended September 30, 2023, revenues were $467 million, compared with $490 million for the second quarter ended September 30, 2022. Net income was $67 million, or $0.99 per diluted share, for the second quarter ended September 30, 2023, compared with $61 million, or $0.87 per diluted share, for the second quarter ended September 30, 2022. Adjusted net income for the second quarter ended September 30, 2023 was $77 million, or $1.11 per diluted share, compared with $83 million, or $1.19 per diluted share, for the second quarter ended September 30, 2022.
“We finished our second fiscal quarter with better results than our prior quarter. We continue to see improvements in the availability of debt capital and confidence in the earnings outlook for our clients, all of which bodes well for a steady recovery of the M&A markets. However, the recent geopolitical crises may impact our cautious optimism. Regardless, we believe we are well positioned to handle most economic environments, and we will continue to invest in professionals, acquisitions, industries and geographies where we believe we can create long term shareholder value,” stated Scott Beiser, Chief Executive Officer of Houlihan Lokey.

Selected Financial Data
(In thousands, except per share data)
U.S. GAAP
Three Months Ended September 30, Six Months Ended September 30,
2023 2022 2023 2022
Revenues by segment
Corporate Finance $ 281,684  $ 315,016  $ 508,735  $ 578,967 
Financial Restructuring 114,670  97,694  238,038  176,532 
Financial and Valuation Advisory 70,635  76,827  136,045  152,682 
Revenues
$ 466,989  $ 489,537  $ 882,818  $ 908,181 
Operating expenses:
Employee compensation and benefits $ 296,542  $ 309,859  $ 560,025  $ 575,594 
Non-compensation 80,170  90,307  159,169  165,646 
Operating income
90,277  89,371  163,624  166,941 
Other expense, net (3,296) 5,104  (6,301) 6,853 
Income before provision for income taxes
93,573  84,267  169,925  160,088 
Provision for income taxes 26,542  23,537  41,504  28,576 
Net income attributable to Houlihan Lokey, Inc. $ 67,031  $ 60,730  $ 128,421  $ 131,512 
Diluted earnings per share attributable to Houlihan Lokey, Inc.
$ 0.99  $ 0.87  $ 1.89  $ 1.90 

Revenues

For the second quarter ended September 30, 2023, revenues were $467 million, compared with $490 million for the second quarter ended September 30, 2022. Revenues decreased primarily as a result of a decrease in the average transaction fee on closed transactions in our Corporate Finance (“CF”) business. For the second quarter ended September 30, 2023, CF revenues decreased (11)%, Financial Restructuring (“FR”) revenues increased 17%, and Financial and Valuation Advisory (“FVA”) revenues decreased (8)%, in each case, when compared with the second quarter ended September 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 September 30,
($ in thousands) 2023 2022 2023 2022
Expenses:
Employee compensation and benefits $ 296,542  $ 309,859  $ 287,200  $ 301,063 
% of Revenues 63.5  % 63.3  % 61.5  % 61.5  %
Non-compensation $ 80,170  $ 90,307  $ 75,345  $ 72,358 
% of Revenues 17.2  % 18.4  % 16.1  % 14.8  %
Per full time employee (1)
$ 30  $ 38  $ 29  $ 30 
Provision for income taxes $ 26,542  $ 23,537  $ 30,329  $ 32,084 
% of Pre-tax income 28.4  % 27.9  % 28.4  % 27.9  %
*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 of the number of full time employees at the beginning of the reporting period and the end of the reporting period.
U.S. GAAP Adjusted (Non-GAAP) *
Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Expenses:
Employee compensation and benefits $ 560,025  $ 575,594  $ 542,933  $ 558,530 
% of Revenues 63.4  % 63.4  % 61.5  % 61.5  %
Non-compensation $ 159,169  $ 165,646  $ 150,989  $ 131,932 
% of Revenues 18.0  % 18.2  % 17.1  % 14.5  %
Per full time employee (1)
$ 60  $ 69  $ 57  $ 55 
Provision for income taxes $ 41,504  $ 28,576  $ 55,828  $ 57,289 
% of Pre-tax income 24.4  % 17.9  % 28.7  % 26.5  %
*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 of the number of full time employees at the beginning of the reporting period and the end of the reporting period.

Employee compensation and benefits expenses were $297 million for the second quarter ended September 30, 2023, compared with $310 million for the second quarter ended September 30, 2022. Adjusted employee compensation and benefits expenses were $287 million for the second quarter ended September 30, 2023, compared with $301 million for the second quarter ended September 30, 2022. This resulted in an adjusted compensation ratio of 61.5% for both the second quarter ended September 30, 2023 and the second quarter ended September 30, 2022. The decrease in GAAP and adjusted employee compensation and benefits expenses was a result of a decrease in revenues for the quarter when compared with the same quarter last year.

Non-compensation expenses were $80 million for the second quarter ended September 30, 2023, compared with $90 million for the second quarter ended September 30, 2022. The decrease in GAAP non-compensation expenses was primarily a result of a decrease in depreciation and amortization and a decrease in other operating expenses for the quarter when compared with the same quarter last year. Adjusted non-compensation expenses were $75 million for the second quarter ended September 30, 2023, compared with $72 million for the second quarter ended September 30, 2022. The increase in adjusted non-compensation expenses was primarily a result of an increase in rent expense.

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The provision for income taxes was $27 million, representing an effective tax rate of 28.4% for the second quarter ended September 30, 2023, compared with $24 million, representing an effective tax rate of 27.9% for the second quarter ended September 30, 2022. The adjusted provision for income taxes was $30 million, representing an adjusted effective tax rate of 28.4% for the second quarter ended September 30, 2023, compared with $32 million, representing an adjusted effective tax rate of 27.9% for the second quarter ended September 30, 2022.

Segment Reporting for the Second Fiscal Quarter

Corporate Finance
CF revenues were $282 million for the second quarter ended September 30, 2023, compared with $315 million for the second quarter ended September 30, 2022, representing a decrease of (11)%. Revenues decreased due to a decrease in the average transaction fee on closed transactions, which was driven by transaction mix, and did not represent a trend in the average transaction fee on closed transactions.
Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Corporate Finance
Revenues $ 281,684  $ 315,016  $ 508,735  $ 578,967 
# of Managing Directors 211  210  211  210 
# of Closed transactions (1)
117  114  212  238 

Financial Restructuring
FR revenues increased 17% to $115 million for the second quarter ended September 30, 2023, compared with $98 million for the second quarter ended September 30, 2022. Revenues increased primarily due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions.
Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Financial Restructuring
Revenues $ 114,670  $ 97,694  $ 238,038  $ 176,532 
# of Managing Directors 60  56  60  56 
# of Closed transactions (1)
31  24  61  40 

Financial and Valuation Advisory
FVA revenues decreased (8)% to $71 million for the second quarter ended September 30, 2023, compared with $77 million for the second quarter ended September 30, 2022. Revenues decreased primarily due to a decrease in the number of Fee Events. The decrease in the number of Fee Events was driven by softness in the M&A markets, which affected one or more of the service lines within our FVA business.
Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Financial and Valuation Advisory
Revenues $ 70,635  $ 76,827  $ 136,045  $ 152,682 
# of Managing Directors 40  40  40  40 
# of Fee Events (1)
852  890  1,255  1,404 
(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.

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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 December 15, 2023 to stockholders of record as of the close of business on December 1, 2023. As of September 30, 2023, the Company had $525 million of cash and cash equivalents and investment securities, and $31 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, October 26, 2023, to discuss its second 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 October 26, 2023 through November 2, 2023, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 13741798. A replay of the webcast will be archived and available on the Company’s website.

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, Inc. (NYSE:HLI) is a global investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and financial and valuation advisory. Houlihan Lokey 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. The firm 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 Media 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) September 30, 2023 March 31, 2023
Assets
Cash and cash equivalents $ 493,929  $ 714,439 
Restricted cash 373  373 
Investment securities 31,214  37,309 
Accounts receivable, net of allowance for credit losses 152,243  182,029 
Unbilled work in process, net of allowance for credit losses 133,787  115,045 
Income taxes receivable 22,549  17,693 
Deferred income taxes 106,343  104,941 
Property and equipment, net 119,394  88,345 
Operating lease right-of-use assets 363,719  333,877 
Goodwill 1,086,438  1,087,784 
Other intangible assets, net 196,652  203,370 
Other assets 74,912  83,609 
Total assets $ 2,781,553  $ 2,968,814 
Liabilities and Stockholders' Equity
Liabilities:
Accrued salaries and bonuses $ 552,673  $ 765,877 
Accounts payable and accrued expenses 95,125  113,421 
Deferred income 37,370  40,695 
Deferred income taxes 349  544 
Operating lease liabilities 419,421  374,869 
Other liabilities 30,539  60,111 
Total liabilities 1,135,477  1,355,517 
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 51,565,992 and 50,638,924 shares, respectively 52  51 
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 17,427,625 and 18,048,345 shares, respectively 17  18 
Additional paid-in capital 638,404  642,970 
Retained earnings 1,087,326  1,033,072 
Accumulated other comprehensive loss (79,723) (62,814)
Total stockholders’ equity 1,646,076  1,613,297 
Total liabilities and stockholders’ equity $ 2,781,553  $ 2,968,814 
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except share and per share data) 2023 2022 2023 2022
Revenues $ 466,989  $ 489,537  $ 882,818  $ 908,181 
Operating expenses:
Employee compensation and benefits 296,542  309,859  560,025  575,594 
Travel, meals, and entertainment 14,151  12,370  30,169  23,420 
Rent 19,013  13,285  36,416  25,075 
Depreciation and amortization 7,086  19,475  13,618  38,618 
Information technology and communications 14,328  13,183  27,876  24,173 
Professional fees 10,859  9,598  20,416  16,067 
Other operating expenses 14,733  22,396  30,674  38,293 
Total operating expenses 376,712  400,166  719,194  741,240 
Operating income 90,277  89,371  163,624  166,941 
Other (income)/expense, net (3,296) 5,104  (6,301) 6,853 
Income before provision for income taxes 93,573  84,267  169,925  160,088 
Provision for income taxes 26,542  23,537  41,504  28,576 
Net income $ 67,031  $ 60,730  128,421  131,512 
Weighted average shares of common stock outstanding:
Basic 64,551,353  63,422,701  64,180,642  63,350,545 
Fully diluted 67,867,381  69,800,028  67,881,623  69,316,792 
Earnings per share attributable to Houlihan Lokey, Inc.
Basic $ 1.04  $ 0.96  $ 2.00  $ 2.08 
Fully diluted $ 0.99  $ 0.87  $ 1.89  $ 1.90 

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION
(UNAUDITED)
Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except share and per share data) 2023 2022 2023 2022
Revenues $ 466,989  $ 489,537  $ 882,818  $ 908,181 
Employee compensation and benefits expenses
Employee compensation and benefits expenses (GAAP) $ 296,542  $ 309,859  $ 560,025  $ 575,594 
Less: Acquisition related retention payments (9,342) (8,796) (17,092) (17,064)
Employee compensation and benefits expenses (adjusted) 287,200  301,063  542,933  558,530 
Non-compensation expenses
Non-compensation expenses (GAAP) $ 80,170  $ 90,307  $ 159,169  $ 165,646 
Less: Integration and acquisition related costs (1,465) (2,325) (1,465) (2,325)
Less: Acquisition amortization (3,360) (15,624) (6,715) (31,389)
Non-compensation expenses (adjusted) 75,345  72,358  150,989  131,932 
Operating income
Operating income (GAAP) $ 90,277  $ 89,371  $ 163,624  $ 166,941 
Plus: Adjustments (1)
14,167  26,745  25,272  50,778 
Operating income (adjusted) 104,444  116,116  188,896  217,719 
Other (income)/expense, net
Other (income)/expense, net (GAAP) $ (3,296) $ 5,104  $ (6,301) $ 6,853 
Less: Warrant revaluation —  (1,014) —  (2,264)
Plus/(less): Change in acquisition earnout liability fair value 816  (2,841) 816  (2,841)
Other (income)/expense, net (adjusted) (2,480) 1,249  (5,485) 1,748 
Provision for income taxes
Provision for income taxes (GAAP) $ 26,542  $ 23,537  $ 41,504  $ 28,576 
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 26,542  23,537  48,803  42,440 
Plus: Resulting tax impact (2)
3,787  8,547  7,025  14,849 
Provision for income taxes (adjusted) 30,329  32,084  55,828  57,289 
Net income
Net income (GAAP) $ 67,031  $ 60,730  $ 128,421  $ 131,512 
Plus: Adjustments (3)
9,564  22,053  10,132  27,170 
Net income (adjusted) 76,595  82,783  138,553  158,682 
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP) 67,867,381  69,800,028  67,881,623  69,316,792 
Plus: Impact of unvested GCA retention and deferred share awards 1,132,423  —  1,257,446  — 
Fully diluted shares outstanding (adjusted) 68,999,804  69,800,028  69,139,069  69,316,792 
Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) $ 0.99  $ 0.87  $ 1.89  $ 1.90 
Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) $ 1.11  $ 1.19  $ 2.00  $ 2.29 
(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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