Good day, ladies and gentlemen. Thank you for standing by. Welcome to Houlihan Lokey's First Quarter Fiscal Year 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. Please note that this conference call is being recorded today, July 27th, 2023. I will now turn the call over to Christopher Crain, Houlihan Lokey's General Counsel. Please go ahead.

Thank you, operator and hello everyone. By now, everyone should have access to our first quarter fiscal year 2024 earnings release, which can be found on the Houlihan Lokey website at www.hl.com in the Investor Relations section. Before we begin our formal remarks, we need to remind everyone that the discussion today will include forward-looking statements. These forward-looking statements, which are usually identified by use of words such as will, expect, anticipate, should or other similar phrases are not guarantees of future performance. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect, and therefore, you should exercise caution when interpreting and relying on them. We refer all of you to our recent SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial condition. We encourage investors to review our regulatory filings, including the Form 10-Q for the quarter ended June 30, 2023, when it is filed with the SEC. During today's call, we will discuss non-GAAP financial measures, which we believe can be useful in evaluating the company's financial performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measures is available in our earnings release and our investor presentation on the hl.com website. Hosting the call today, we have Scott Beiser, Houlihan Lokey's Chief Executive Officer; and Lindsey Alley, Chief Financial Officer of the company. They will provide some opening remarks and then we will open the call to questions. With that, I'll turn the call over to Scott.

Thank you, Christopher. Welcome everyone to our first quarter fiscal year 2024 earnings call. We ended the quarter with revenues of $416 million and adjusted earnings per share of $0.89. For the quarter, revenues were down 1% and adjusted earnings per share were down 19% from a year earlier. We entered our first quarter hopeful to see some growth after a challenging fiscal 2023, but the M&A markets remain sluggish and deal closings in both M&A and Financial Valuation Advisory were soft. However, throughout the quarter, we saw improvements in client confidence as a result of improving equity and debt capital markets, which has positively affected the appetite for M&A. Although still too early to call it a trend, we are seeing an improvement in deal momentum in M&A and renewed interest from our clients in testing today's market conditions after sitting on the sidelines for over a year. As we look forward, we don't see any material macroeconomic overhangs that might slow this momentum down and economic statistics support a soft landing and likely increased M&A activity. Our Corporate Finance business produced $227 million in revenues for the quarter. This was a decline from both the prior year period and last quarter. Lower results in Corporate Finance were driven by our typical first quarter seasonality, but also a sluggish first quarter market for M&A closings. From a geographic standpoint, our US Corporate Finance business in fact grew quarter over quarter, while Europe lagged due to ongoing economic headwinds. As we have mentioned in previous quarters, the number and quality of new business opportunities continues to remain strong and for the first time in a long time, we are seeing discrete improvements in the M&A environment for deal closings. Also encouraging, albeit episodic, is that several mandates which have been on hold for months recently became active. While interest rates remain much higher than in recent years, the market consensus is that we are at or near the peak of this interest rate cycle and inflation is improving. With this stability, the debt capital markets environment, especially for middle market firms, is more active than it has been in several quarters. Our Financial Restructuring business had another strong quarter, producing revenues of $123 million; both the number of quarterly closed transactions and the number of new mandates have increased steadily over the last several quarters compared to the same periods in the previous year. The restructuring business continues to benefit from higher interest rates and a fast-approaching debt maturity wall. Since this restructuring cycle is not the result of a one-off crisis, we continue to expect Financial Restructuring to achieve elevated revenues over the next couple of years. Financial and Valuation Advisory produced $65 million in quarterly revenues. Overall, our more stable FEA business grew slightly last year, but has stalled in this market environment. Our market neutral service lines are performing well, but the service lines that are tied to the M&A market continue to be soft in our first fiscal quarter. If the green shoots we are seeing in Corporate Finance and the overall M&A markets do, in fact, produce an increase in M&A activity, we would expect FEA to see revenue momentum in the back half of our fiscal year. During the quarter, we announced the signing of our acquisition of 7 Mile Advisors, an IT services investment banking firm headquartered in Charlotte, North Carolina. We expect this deal to close in our second fiscal quarter. Also during the quarter, we hired six new Managing Directors as well as added 18 Managing Directors from internal promotions as previously reported. Whenever we enter a challenging M&A environment like the one we have experienced over the last 18 months or so, we recognize that our most important asset is our people. We work very hard to keep that workforce motivated and in place throughout the cycle. In fact, we believe that supplementing that workforce with strong acquisitions and senior hires is crucial as many of our smaller competitors don't have the benefits of our more diversified business platform. I am pleased to report that whenever a more robust M&A market returns, we are extremely well positioned to capitalize on it as we have done an excellent job of retaining and recruiting our most important asset through this cycle. And with that, I'll turn the call over to Lindsey.

Thank you, Scott. Revenues in Corporate Finance were $227 million for the quarter, down 14% compared to the same quarter last year. We closed 95 transactions this quarter compared to 124 in the same period last year and our average transaction fee was higher for the quarter versus the same quarter last year. In Financial Restructuring, revenues were $123 million for the quarter, a 56% increase from the same period last year. We closed 30 transactions in the quarter compared to 16 in the same period last year, though the average transaction fee on closed deals declined. Financial and Valuation Advisory revenues were $65 million for the quarter, a 14% decrease from the same period last year. We had 786 fee events during the quarter compared to 876 in the same period last year. Turning to expenses, our adjusted compensation expenses were $256 million for the first quarter versus $257 million for the same quarter last year. Our only adjustment was $7.8 million for deferred retention payments related to certain acquisitions. Our adjusted compensation expense ratio for the quarter in both fiscal 2024 and fiscal 2023 was 61.5%. Given the current environment, we do not expect any changes to our long-term target of 61.5% for our adjusted compensation expense ratio. Our adjusted non-compensation expenses were $76 million for the quarter, an increase of $16 million over the same period last year and an increase of $8 million from the previous quarter. This resulted in an adjusted non-compensation ratio of 18.2% for the quarter compared to an adjusted non-compensation ratio of 14.2% for the same quarter last year and 15.3% for the previous quarter. On a per employee basis, our adjusted non-comp expense was $29,000 per employee this quarter versus $26,000 per employee for the same quarter last year as well as the previous quarter. As a result of the timing of certain expenses, the seasonality that we normally see in our first quarter that results in lower non-compensation expense did not occur and our first quarter better represents a likely outcome for the rest of the year. However, we continue to see pressure across all of our non-compensation expense line items, especially in travel, meals, and entertainment, as inflation for travel is running much higher than general inflation. Beyond this year, we continue to expect our adjusted non-compensation ratio to settle somewhere between 14% and 15% over the long-term. For the quarter, we adjusted out of our non-compensation expenses, $3.4 million in non-cash acquisition related amortization, the majority of which was related to the GCA transaction. Our adjusted other income and expense decreased for the quarter to income of approximately $3 million versus an expense of approximately $500,000 in the same period last year. The improvement in this category was driven by higher interest income on our cash balances worldwide as a result of higher interest rates. Our adjusted effective tax rate for the quarter was 29.2% compared to 24.9% for the same quarter last year. Last year, we had some favorable items that lowered our effective tax rate. In addition, our effective tax rate in our first quarter increased slightly as a result of the increase in the corporate tax rate in the UK from 19% to 25% effective April 1st, 2023. We adjusted out of our GAAP effective tax rate, a benefit that we received as a result of our stock vesting in the first quarter. We maintain our long-term range for our effective tax rate of between 27% and 29%, but we expect our effective tax rate for the year to be at the higher end of that range. Turning to the balance sheet. As of the quarter end, we had approximately $490 million of unrestricted cash and equivalent and investment securities. Our cash position declined this quarter as we paid a significant portion of our fiscal 2023 bonuses to employees in May. Also in our first quarter, we issued approximately 1.3 million new shares to employees as part of our fiscal 2023 year-end compensation and we repurchased through withholding of approximately 760,000 shares during the month of May. Shares issued as part of our fiscal 2023 compensation will vest into fully diluted share count over a four-year period from the date issued. We continue to take a conservative approach to share repurchases as we prioritize balance sheet flexibility to take advantage of acquisition and hiring opportunities in this market. And with that, operator, we can open the line for questions.

Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. Our first question comes from Brennan Hawken with UBS. Please go ahead with your question.

Hi, guys. How's it going? This is Ben Rubin filling in for Brennan. Obviously, a challenging quarter for corporate finance given industry headwinds. I think when the last time we previously spoke, we kind of assumed that a range of around $2.15 per quarter was kind of reasonable assuming the environment and their deal environment didn't inflect in either way. But it seems that this quarter around $2.27, you kind of reached a new low. Were the results of this June quarter more about timing or did something structural change in the backdrop, which kind of led to the lower revenue performance? Thanks.

Yes. I don't think there is anything from a timing standpoint that would suggest revenues fell into this quarter and they'll fall next quarter. Having said that, so far, it does look like that April, so far through our fiscal year, and maybe through this whole trend is our trough. Just I think ongoing headwinds that existed, especially earlier part in the quarter, just didn't produce the results that we had hoped for. And slowly but surely we've seen improved results over the last several months.

Great. Thanks. And then for my follow-up, my next question is on the kind of the state of the financial sponsor market. We've heard some of your peers say that they anticipate a pickup in sponsor-like transactions, especially as we approach the back half of this calendar year. But based on the conversations you guys have, when do you expect them to reengage to a greater extent, especially as it pertains to the middle market? And lastly, is there any distinction between the willingness of sponsors to transact between, say, the domestic US and international markets? Thanks.

At this point, I don't think we see a significant difference, answering your last question first, on the sponsor marketplace between the US and Europe or other parts of the globe. We're already starting to see that sponsors are more active in terms of dialogue, interested in wanting to do something today versus three months ago or six months ago. The cautionary note at this point is even for deals that we're now more actively involved in versus which we're on hold, it will still take several months before those deals would close. So, we're clearly seeing improvements, but it doesn't translate into revenues immediately. It'll still take another quarter or two before I think you'll start seeing if this current level of activity holds, those kinds of revenues are going to be more likely to show up in calendar 2024 versus the back half of calendar 2023.

Our next question comes from the line of James Yaro with Goldman Sachs. Please proceed with your question.

Good afternoon, Scott and Lindsey, and thanks for taking my questions. I suspect that the private credit ecosystem puts a cap on the Chapter 11 restructuring activity ecosystem, given less willingness to actually default and bring companies to bankruptcy. Maybe you could just talk about how you think private credit has impacted the restructuring ecosystem or not?

Yes. I'm not sure the growing existence of private credit is making that much of a difference in terms of slowing down or stalling any of the restructuring activity. I think we had a couple of things occurring. One, just the total amount of leverage indebtedness as we've been talking about for years is up substantially from where it was a couple of years ago. You had all of the feds putting money in the system, which they're not doing anymore, and interest rates are materially higher. So, what you had a couple of years ago were there were other alternatives for people to do some form of a reorganization restructuring that doesn't exist today or if it does, even if there are lenders who are willing to provide capital, it is at a higher interest rate. So, all of these reasons among others is why we continue to think that the restructuring business is going to be rather buoyant for another couple of years. And it's helpful that there are other alternatives, as you mentioned in the direct lending space. But at this point, we don't think it's having any material impact on what's happening in the restructuring world.

Okay. That's very clear. Maybe just on the non-M&A parts of Corporate Finance. Maybe if you could just sort of break down the broad buckets in there and how those businesses are performing in this environment?

So, there'll be a couple of pieces. I mean, M&A is still the overwhelming majority for us in Corporate Finance. We do have what we'll call our capital markets, which is the agent team or playing the advisor in the placement of predominantly debt capital. We also do fundraising for private equity and hedge funds and things of that nature. It's been a tough environment in raising capital for funds just because I think limited partners are still looking to get liquidity in existing money they've deployed versus starting to point new money. One we think that will eventually cause more M&A activity and on the more classical capital markets as we describe it. We are clearly hearing that there are more lenders and generally, once again, the private lenders that are more actively looking at transactions, and we're actually getting multiple offer sheets, something we just hadn't seen in the last couple of months or couple quarters. So that business is starting to see more activity. Still early days, I think, before it translates into hopefully some more additional revenues.

Our next question comes from the line of Ken Worthington with JPMorgan. Please proceed with your question.

Hi. Good evening. Thanks for taking the question. And maybe first following up on that. How is financing availability developing today versus what you saw earlier in the calendar year, particularly for the middle market M&A customers? And to what extent is financing accessible today or developing for some of your restructuring clients as well?

So, on the first piece, what we would say is there's been a growing number of providers of capital over the last handful of years, and that continues to grow. But what we've found is there've been windows over the last probably six or 12 months where there was very, very little activity or all but for the best credits, if you might. Now, there are more people who are willing to deploy capital and they're more willing to look at companies that are still good companies but may not be extraordinary. By no means would we say we're in a robust period, but it's not a period of no activity. As I've mentioned in the previous question, we are just getting incremental people who are willing to participate in the marketplace and expect that will likely continue at a slow, sure pace. Part of it is just I think the expectation that interest rates are pretty close to the peak. There's a bit more certainty on where they think the economy is going, the company is going, et cetera. And on your restructuring question, yes, the private capital providers are also people willing to participate in a restructuring. Ultimately, in a restructuring, you need to have a solution. So if there's a party out there that will help get to a solution that's good for our business, it's not necessarily a solution that avoids some form of a restructuring or the necessity to or desire to hire advisers. So, what I've said before is they're a helpful hand in restructuring and actually not a negative perspective in restructuring as we see the marketplace today.

Okay. Awesome. You read my mind on that. Thank you. And then a quick follow-up. Can you talk about the opportunity in real estate restructuring for Houlihan?

Okay. I think everybody believes there is still a lot of turbulence out there in specific spots in real estate. Some things classically will go through structuring, while some really depend probably on the cap stack if they're just one mortgage lender and one property. They'll still need to come to a solution, but they may not hire advisers to do it. It's a very, very big marketplace. We are participating in it. Clearly, I think we are too early to tell, not so much on how much reorganization or restructurings are needed to go on in real estate, as it is at what point will they hire advisers and at what point do the owners and the singular or direct lenders just handle things themselves?

And I will add that although our real estate industry group is on the smaller side relative to other industry groups, our expertise in real estate restructurings back during the Great Recession and we won our fair share of transactions in that category. So, the restructuring folks who have expertise in real estate, who did it 12 years ago, are still here at the business at Houlihan. I think they are excited about the prospects over the coming years.

Our next question comes from the line of Michael Falco with JMP Securities. Please proceed with your question.

Hi, this is actually Michael Falco filling in for Devin. How are you?

Good morning. How are you?

Good. So maybe just to continue on the topic of restructuring, to what extent the M&A market is recovering and equity and credit markets are settling down recently, does that impact the intermediate term outlook for restructuring at all? Or are these other factors, whether it be higher interest rates or looming maturities, just too powerful, making a prolonged cycle seem inevitable?

The quick answer is yes. But in a little bit more color, we do think we're entering a new environment that all three of our primary product lines can and should grow over the foreseeable future, and it's just both the pent-up demand issues on the restructuring side and we are just at higher interest rates. And so even if we don't believe that they're going to go up much more, they're not coming back down to zero maybe ever or at least not for the foreseeable future. So, there just does feel like there's a lot of work out there for restructuring for the next couple of years. And it does feel, as we've said, that slowly but surely moving away from headwinds, hopefully one of the tailwinds on the corporate finance side and FEA tends to follow the M&A marketplace as well.

Great. That's very clear. And then when you think about the potential for an M&A recovery and some of the improvement you're seeing in that market, do you expect it could be uneven? And by that, I mean, could we see a scenario where high-quality assets will be sold with a lot of interest, while assets tied to the cycle or the macro will maybe continue to sit, which could mute the upside?

I think you always find that in the worst of times, great assets are still bought and sold. Probably in very robust time periods, even average or below-average assets can trade. So, we've experienced in the middle market that exceptional businesses and even, I'll call it, the very good businesses, have still been doing deals. We've seen some start and stops over the last 18 months. It's possible that could happen again. But we do think there are certain factors going on in the marketplace today, and maybe the evidence over the last 30, 60, and 90 days suggests that we're moving forward in M&A; just with the cautionary note, it's still going to take another quarter to see some more meaningful revenue results.

Our next question comes from the line of Brendan O'Brien with Wolfe Research. Please proceed with your question.

Good afternoon. This is Brendan O'Brien filling in for Steven. I guess to start, I just want to touch on Europe. Sounds like that business and corporate finance in particular saw some weakness this quarter. The central banks in Europe are running a bit behind the Fed in terms of where they are in the rate hike cycle. And we've seen how the uncertain path of rates has impacted activity in the US. Given you guys are close to that market, it would be great to get your perspective on how the dynamics are playing out in that region relative to the US at the moment?

So, yes, we had the same question for the M&A bankers as part of this earnings cycle. Their response was that the markets in Europe, although very soft in our Q1, are not operating at a much different pace than the US. So the activity levels and the desire to test these markets, the at least short-term optimism that exists in the US, we're seeing in Europe as well. We're hoping based on that that the European markets perform similarly to the way the US markets are hoping to perform. It did have an outsized impact last quarter, and we're hoping that that's reversed itself and we'll see in the next several months.

And just a follow-up on Europe, actually. There's been a lot of talk about Credit Suisse going under and Rothschild going private. I'm just interested to hear how you're seeing market share gain opportunities within the region. I know you've continued to invest after the GCA acquisition and have been integrating the platform, but it would be great to get a sense of the growth prospects just beyond the general M&A market?

We think we have made substantial strides in just our brand awareness out in Europe from where we are today compared to a couple of years ago. I think the situation with Credit Suisse and what they tend to do versus what we do has been much less impactful, positive or negative, to us. Rothschild will still be a great competitor whether they're public or private. I think we have continued to attract and retain quality bankers that we might not have been able to a couple of years ago, and we continue to round out the different industry sectors that we specialize in Europe. We've added significantly to the financial sponsor coverage out in Europe that we didn't have before. As we make ongoing headway there, I suspect we will continue to see improvements in our European business above and beyond whatever the European economy does relative to the US economy.

That's great color. Thanks for taking my questions.

Thanks, Brendan.

Our next question comes from the line of Ryan Kenny with Morgan Stanley. Please proceed with your question.

Hi. Good afternoon.

Hey, Ryan.

Wanted to follow up on comments around non-comp expenses. You mentioned that they're elevated both on a reported basis and also on a per headcount basis, and it sounds like they'll remain elevated in that range for the foreseeable future. Is there anything you're doing to offset those headwinds, or should we think about that as just the cost of doing business and maybe it's a good thing because it shows you're getting in front of clients and the activities picking up as the environment improves? How should we think through that? Thanks.

I think we have not pulled back on the expenses that help drive revenue during the cycle. TM&E is probably the most obvious one. We are continuing to encourage our bankers to get in front of clients. All expectations are that we, along with our peers, will catch quite a wave once the M&A markets return. The answer on the TM&E side is no, we think that the face-to-face interaction with our clients is as important as it's ever been. On the rent side, I think we had a bit of a perfect storm. We had our three or four largest locations' leases come due over the last 18 months or so. We spent quite a bit of money on expanding those locations and it's costly, and it's shown up in our rent. This year, in the last 18 months, we've seen significant growth in rent. You will see that start stabilizing towards the second half of this year and return to normal for lack of a better way to describe it. Those are the two line items within non-comp that have driven kind of what I'd call outsized increases. It's really timing from a rent standpoint and bankers returning to in front of their clients. On the TM&E side, it's a little hard to tell post-COVID what that's going to look like in terms of what the run rate is, but those are the two comments I'd make on non-comp.

Thanks. That's helpful.

There are no further questions in the queue. I'd like to hand the call back to you, Scott Beiser, for closing remarks.

I want to thank you all for participating in our first quarter fiscal year 2024 earnings call and we look forward to updating everyone on our progress when we discuss our second quarter results for fiscal 2024 this coming fall.

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time and have a wonderful day.