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0001302215false00013022152025-01-282025-01-28

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):
January 28, 2025
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)

310-553-8871
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 January 28, 2025, Houlihan Lokey, Inc. issued a press release announcing its financial results for the third fiscal quarter ended December 31, 2024. 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 January 28, 2025
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: January 28, 2025 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 q3fy25-ex991.htm EX-99.1 Document
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Houlihan Lokey Reports Third Quarter Fiscal 2025 Financial Results

– Third Quarter Fiscal 2025 Revenues of $634 million –
– Third Quarter Fiscal 2025 Diluted EPS of $1.39 –
– Adjusted Third Quarter Fiscal 2025 Diluted EPS of $1.64 –
– Announces Dividend of $0.57 per Share for Fourth Quarter Fiscal 2025 –

LOS ANGELES and NEW YORK - January 28, 2025 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its third quarter ended December 31, 2024.
For the third quarter ended December 31, 2024, revenues were $634 million, compared with $511 million for the third quarter ended December 31, 2023. Net income was $95 million, or $1.39 per diluted share, for the third quarter ended December 31, 2024, compared with $71 million, or $1.04 per diluted share, for the third quarter ended December 31, 2023. Adjusted net income for the third quarter ended December 31, 2024 was $114 million, or $1.64 per diluted share, compared with $84 million, or $1.22 per diluted share, for the third quarter ended December 31, 2023.
“We are pleased with our results for the third quarter as well as our performance year to date, as we continue to see momentum across our business lines. Given the stronger macro environment, we remain optimistic about the balance of this fiscal year, and our outlook for fiscal 2026 is positive,” stated Scott Adelson, Chief Executive Officer of Houlihan Lokey.
Selected Financial Data
(In thousands, except per share data)
U.S. GAAP
Three Months Ended December 31, Nine Months Ended December 31,
2024 2023 2024 2023
Revenues by segment
Corporate Finance $ 421,602  $ 310,512  $ 1,114,047  $ 819,247 
Financial Restructuring 130,942  128,565  379,932  366,603 
Financial and Valuation Advisory 81,884  72,053  229,015  208,098 
Revenues
$ 634,428  $ 511,130  $ 1,722,994  $ 1,393,948 
Operating expenses:
Employee compensation and benefits $ 402,971  $ 324,039  $ 1,093,724  $ 884,064 
Non-compensation 95,355  90,551  266,931  249,720 
Operating income
136,102  96,540  362,339  260,164 
Other income, net (9,016) (6,035) (18,741) (12,336)
Income before provision for income taxes
145,118  102,575  381,080  272,500 
Provision for income taxes 49,816  31,772  103,289  73,276 
Net income attributable to Houlihan Lokey, Inc. $ 95,302  $ 70,803  $ 277,791  $ 199,224 
Diluted earnings per share attributable to Houlihan Lokey, Inc.
$ 1.39  $ 1.04  $ 4.05  $ 2.93 

Revenues

For the third quarter ended December 31, 2024, revenues were $634 million, compared with $511 million for the third quarter ended December 31, 2023. For the third quarter ended December 31, 2024, Corporate Finance (“CF”) revenues increased 36%, Financial Restructuring (“FR”) revenues increased 2%, and Financial and Valuation Advisory (“FVA”) revenues increased 14%, in each case, when compared with the third quarter ended December 31, 2023.

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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 December 31,
($ in thousands) 2024 2023 2024 2023
Expenses:
Employee compensation and benefits $ 402,971  $ 324,039  $ 390,173  $ 314,345 
% of Revenues 63.5  % 63.4  % 61.5  % 61.5  %
Non-compensation $ 95,355  $ 90,551  $ 83,002  $ 82,129 
% of Revenues 15.0  % 17.7  % 13.1  % 16.1  %
Per full-time employee (1)
$ 35  $ 34  $ 31  $ 31 
Provision for income taxes $ 49,816  $ 31,772  $ 56,734  $ 36,584 
% of Pre-tax income 34.3  % 31.0  % 33.3  % 30.3  %
*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) *
Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Expenses:
Employee compensation and benefits $ 1,093,724  $ 884,064  $ 1,059,641  $ 857,278 
% of Revenues 63.5  % 63.4  % 61.5  % 61.5  %
Non-compensation $ 266,931  $ 249,720  $ 244,211  $ 233,118 
% of Revenues 15.5  % 17.9  % 14.2  % 16.7  %
Per full-time employee (1)
$ 101  $ 95  $ 92  $ 88 
Provision for income taxes $ 103,289  $ 73,276  $ 140,583  $ 92,412 
% of Pre-tax income 27.1  % 26.9  % 32.0  % 29.3  %
*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 $403 million for the third quarter ended December 31, 2024, compared with $324 million for the third quarter ended December 31, 2023. Adjusted employee compensation and benefits expenses were $390 million for the third quarter ended December 31, 2024, compared with $314 million for the third quarter ended December 31, 2023. This resulted in an adjusted compensation ratio of 61.5% for both the third quarter ended December 31, 2024 and the third quarter ended December 31, 2023. The increase in GAAP and adjusted employee compensation and benefits expenses was a result of an increase in revenues for the quarter when compared with the same quarter last year.

Non-compensation expenses were $95 million for the third quarter ended December 31, 2024, compared with $91 million for the third quarter ended December 31, 2023. The increase in GAAP non-compensation expenses was primarily a result of an increase in rent expense and depreciation and amortization expense, partially offset by a decrease in professional fees. Adjusted non-compensation expenses were relatively flat at $83 million for the third quarter ended December 31, 2024, compared with $82 million for the third quarter ended December 31, 2023.

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The provision for income taxes was $50 million, representing an effective tax rate of 34.3% for the third quarter ended December 31, 2024, compared with $32 million, representing an effective tax rate of 31.0% for the third quarter ended December 31, 2023. The adjusted provision for income taxes was $57 million, representing an adjusted effective tax rate of 33.3% for the third quarter ended December 31, 2024, compared with $37 million, representing an adjusted effective tax rate of 30.3% for the third quarter ended December 31, 2023. The increase in the Company’s GAAP and adjusted effective tax rates during the third quarter ended December 31, 2024, relative to the third quarter ended December 31, 2023, was primarily a result of increased state taxes and non-deductible expenses.


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Segment Reporting for the Third Fiscal Quarter

Corporate Finance
CF revenues were $422 million for the third quarter ended December 31, 2024, compared with $311 million for the third quarter ended December 31, 2023, representing an increase of 36%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for M&A and capital markets transactions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix, and does not represent a trend in the average fee on closed transactions.
Three Months Ended December 31, Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Corporate Finance
Revenues $ 421,602  $ 310,512  $ 1,114,047  $ 819,247 
# of Managing Directors 238  219  238  219 
# of Closed transactions (1)
170  117  417  329 

Financial Restructuring
FR revenues were $131 million for the third quarter ended December 31, 2024, compared with $129 million for the third quarter ended December 31, 2023, representing an increase of 2%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a trend in the average fee on closed transactions.
Three Months Ended December 31, Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Financial Restructuring
Revenues $ 130,942  $ 128,565  $ 379,932  $ 366,603 
# of Managing Directors 57  52  57  52 
# of Closed transactions (1)
41  30  107  91 

Financial and Valuation Advisory
FVA revenues were $82 million for the third quarter ended December 31, 2024, compared with $72 million for the third quarter ended December 31, 2023, representing an increase of 14%. Revenues increased due to an increase in the number of Fee Events and an increase in the average fee per Fee Event, driven by improvements in the M&A markets, which impacted one or more of the service lines within our FVA business.
Three Months Ended December 31, Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Financial and Valuation Advisory
Revenues $ 81,884  $ 72,053  $ 229,015  $ 208,098 
# of Managing Directors 42  41  42  41 
# of Fee Events (1)
1,005  926  1,804  1,704 
(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 $0.57 per share of Class A and Class B common stock. The dividend will be payable on March 15, 2025 to stockholders of record as of the close of business on March 3, 2025. As of December 31, 2024, the Company had $903 million of cash and cash equivalents and investment securities, and $66 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 Tuesday, January 28, 2025, to discuss its third quarter fiscal 2025 results. The number to call is 1-844-825-9789 (domestic) or 1-412-317-5180 (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 January 28, 2025 through February 4, 2025, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10195795. 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. 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 all global M&A transactions, the No. 1 M&A advisor for the past nine consecutive years in the U.S., the No. 1 global restructuring advisor for the past ten 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 LSEG.

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) December 31, 2024 March 31, 2024
Assets
Cash and cash equivalents $ 799,340  $ 721,235 
Restricted cash 1,452  619 
Investment securities 103,538  38,005 
Accounts receivable, net of allowance for credit losses 166,687  199,630 
Unbilled work in process, net of allowance for credit losses 202,716  192,012 
Income taxes receivable —  32,856 
Deferred income taxes 83,428  90,064 
Property and equipment, net 140,105  136,701 
Operating lease right-of-use assets 355,937  344,024 
Goodwill 1,280,304  1,127,497 
Other intangible assets, net 222,113  197,439 
Other assets 120,142  90,677 
Total assets $ 3,475,762  $ 3,170,759 
Liabilities and stockholders' equity
Liabilities:
Accrued salaries and bonuses $ 719,301  $ 726,031 
Accounts payable and accrued expenses 123,129  114,171 
Deferred income 40,500  33,139 
Income taxes payable 5,501  — 
Deferred income taxes 7,711  7,505 
Operating lease liabilities 433,032  415,412 
Other liabilities 66,047  37,751 
Total liabilities 1,395,221  1,334,009 
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 54,015,734 and 52,348,511 shares, respectively 54  52 
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 16,129,101 and 16,746,676 shares, respectively 16  17 
Additional paid-in capital 851,854  739,870 
Retained earnings 1,314,974  1,163,419 
Accumulated other comprehensive loss (86,357) (66,608)
Total stockholders’ equity 2,080,541  1,836,750 
Total liabilities and stockholders’ equity $ 3,475,762  $ 3,170,759 
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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended December 31, Nine Months Ended December 31,
(In thousands, except share and per share data) 2024 2023 2024 2023
Revenues $ 634,428  $ 511,130  $ 1,722,994  $ 1,393,948 
Operating expenses:
Employee compensation and benefits 390,173  314,345  1,059,641  857,278 
Acquisition related compensation and benefits 12,798  9,694  34,083  26,786 
Travel, meals, and entertainment 17,942  17,325  50,024  47,494 
Rent 22,259  19,002  56,717  55,418 
Depreciation and amortization 9,561  6,657  25,861  20,275 
Information technology and communications 16,945  15,443  50,889  43,319 
Professional fees 11,744  14,853  29,898  35,269 
Other operating expenses 16,904  17,271  53,542  47,945 
Total operating expenses 498,326  414,590  1,360,655  1,133,784 
Operating income 136,102  96,540  362,339  260,164 
Other income, net (9,016) (6,035) (18,741) (12,336)
Income before provision for income taxes 145,118  102,575  381,080  272,500 
Provision for income taxes 49,816  31,772  103,289  73,276 
Net income $ 95,302  $ 70,803  $ 277,791  $ 199,224 
Weighted average shares of common stock outstanding:
Basic 65,831,122  64,411,668  65,563,605  64,258,216 
Fully diluted 68,760,959  67,886,301  68,558,325  67,896,302 
Earnings per share attributable to Houlihan Lokey, Inc.
Basic $ 1.45  $ 1.10  $ 4.24  $ 3.10 
Fully diluted $ 1.39  $ 1.04  $ 4.05  $ 2.93 

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION
(UNAUDITED)
Three Months Ended December 31, Nine Months Ended December 31,
(In thousands, except share and per share data) 2024 2023 2024 2023
Revenues $ 634,428  $ 511,130  $ 1,722,994  $ 1,393,948 
Employee compensation and benefits expenses
Employee compensation and benefits expenses (GAAP) $ 402,971  $ 324,039  $ 1,093,724  $ 884,064 
Less: Acquisition related compensation and benefits (12,798) (9,694) (34,083) (26,786)
Employee compensation and benefits expenses (adjusted) 390,173  314,345  1,059,641  857,278 
Non-compensation expenses
Non-compensation expenses (GAAP) $ 95,355  $ 90,551  $ 266,931  $ 249,720 
Less: Acquisition related legal structure reorganization (3,619) (2,603) (4,824) (2,603)
Less: Integration and acquisition related costs (4,668) (4,259) (8,222) (5,724)
Less: Acquisition amortization (4,066) (1,560) (9,674) (8,275)
Non-compensation expenses (adjusted) 83,002  82,129  244,211  233,118 
Operating income
Operating income (GAAP) $ 136,102  $ 96,540  $ 362,339  $ 260,164 
Plus: Adjustments (1)
25,151  18,116  56,803  43,388 
Operating income (adjusted) 161,253  114,656  419,142  303,552 
Other income, net
Other income, net (GAAP) $ (9,016) $ (6,035) $ (18,741) $ (12,336)
Plus/(less): Change in acquisition earnout liability fair value —  —  (828) 816 
Other income, net (adjusted) (9,016) (6,035) (19,569) (11,520)
Provision for income taxes
Provision for income taxes (GAAP) $ 49,816  $ 31,772  $ 103,289  $ 73,276 
Plus: Impact of the excess tax benefit for stock vesting —  —  21,921  7,299 
Less: Reversal of deferred tax asset —  —  (1,690) — 
Less: Non-deductible acquisition related costs (1,462) (679) (1,462) (679)
Adjusted provision for income taxes 48,354  31,093  122,058  79,896 
Plus: Resulting tax impact (2)
8,380  5,491  18,525  12,516 
Provision for income taxes (adjusted) 56,734  36,584  140,583  92,412 
Net income
Net income (GAAP) $ 95,302  $ 70,803  $ 277,791  $ 199,224 
Plus/(less): Adjustments (3)
18,233  13,304  20,337  23,436 
Net income (adjusted) $ 113,535  $ 84,107  $ 298,128  $ 222,660 
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP) 68,760,959  67,886,301  68,558,325  67,896,302 
Plus: Impact of unvested GCA retention and deferred share awards 334,677  968,515  454,494  1,148,657 
Fully diluted shares outstanding (adjusted) 69,095,636  68,854,816  69,012,819  69,044,959 
Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) $ 1.39  $ 1.04  $ 4.05  $ 2.93 
Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) $ 1.64  $ 1.22  $ 4.32  $ 3.22 
(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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