8-K/A
HOULIHAN LOKEY, INC. (HLI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2023
Houlihan Lokey, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37537 | 95-2770395 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 10250 Constellation Blvd.,<br> <br>5th Floor, Los Angeles, CA | 90067 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 310-788-5200
Not Applicable
(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<br>Symbol(s) | Name of each exchange<br> <br>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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Explanatory Note
Houlihan Lokey, Inc. (the “Company”) is filing this amendment to its Current Report on Form 8-K dated May 9, 2023, filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2023 (the “Prior Report”), in order to revise certain financial information for the fiscal year and fourth fiscal quarter ended March 31, 2023 that was included in Exhibit 99.1 to the Prior Report (the “Original Earnings Release”). Certain financial information contained in the Original Earnings Release is accordingly revised as set forth below due to a subsequent event that occurred following the filing of the Prior Report.
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On May 9, 2023, the Company announced financial results for the fiscal year and fourth fiscal quarter ended March 31, 2023 (the “Previously Released Financial Results”). Subsequent to issuing the Original Earnings Release, staff of the SEC’s Division of Enforcement proposed a potential settlement with the Company to resolve an investigation of the Company’s compliance with records preservation requirements related to business communications sent over off-channel electronic messaging platforms. The SEC has conducted similar investigations of other financial institutions as part of a widely publicized industry sweep that has already included publicly announced settlements with 14 firms to date, with civil penalties ranging from $7.5 million to $125 million each, and aggregating over $1.2 billion. The Company has notified the SEC’s Division of Enforcement of its present intention to agree to a settlement to resolve the investigation that includes a $15 million civil penalty. The potential settlement is subject to the negotiation of definitive documentation, which is expected to include terms consistent with previously announced settlements between other firms and the SEC, and any formal offer, proposed civil penalty, and additional terms submitted by the Company would be subject to approval by the Commission. As a result of the foregoing, while finalizing its financial statements for inclusion in its Annual Report on Form 10-K for the fiscal year ended March 31, 2023, the Company determined that it should recognize a $15 million accrual in other (income)/expense, net for the fourth fiscal quarter and fiscal year ended March 31, 2023 relating to the anticipated settlement with the SEC.
The effect of the accrual reduced net income, as originally reported on May 9, 2023, of $75 million and $269 million to $60 million and $254 million for the fourth fiscal quarter and fiscal year ended March 31, 2023, respectively, and reduced earnings per fully diluted share as originally reported of $1.10 and $3.98 to $0.88 and $3.76 for the fourth fiscal quarter and fiscal year ended March 31, 2023, respectively, in each case as calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”).
The accrual had no impact on the amounts of revenue, as reported in the Previously Released Financial Results. The full amount of the $15 million accrual recorded in other (income)/expense, net has been added back to adjusted earnings per fully diluted share such that the amounts of adjusted earnings per fully diluted share of $1.11 and $4.54 for the fourth fiscal quarter and fiscal year ended March 31, 2023, respectively, included in the Previously Released Financial Results remain unchanged.
On May 25, 2023, the Company provided a press release (the “Earnings Release Update”) with respect to its Previously Released Financial Results for the fiscal year and fourth fiscal quarter ended March 31, 2023 included in the Original Earnings Release. The Earnings Release Update reflects the revisions described above to the Company’s financial information for the fiscal year and fourth fiscal quarter ended March 31, 2023 and is furnished as Exhibit 99.1 and incorporated by reference herein.
The Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Income included within the Original Earnings Release have been updated to reflect the changes to the Company’s financial information for the fourth fiscal quarter and fiscal year ended March 31, 2023 as a result of the accrual, and is attached as Exhibit 99.2, and incorporated by reference herein.
Adjusted earnings per fully diluted share, and certain adjusted items used to determine adjusted earnings per fully diluted share, are presented and discussed in this Current Report on Form 8-K 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 non-recurring charges associated with the Company’s non-recurring matters, as set forth in the tables at the end of this Current Report on Form 8-K.
The adjusted items included in this Current Report on Form 8-K 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 Current Report on Form 8-K 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.
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION
(UNAUDITED)
| Three Months Ended March 31, | Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except share and per share data) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Revenues | $ | 444,767 | $ | 471,166 | $ | 1,809,447 | $ | 2,269,958 | ||||
| Employee compensation and benefits expenses | ||||||||||||
| Employee compensation and benefits expenses (GAAP) | $ | 282,937 | $ | 293,580 | $ | 1,147,879 | $ | 1,408,634 | ||||
| Less: Acquisition related retention payments | (9,407 | ) | (3,812 | ) | (35,070 | ) | (12,609 | ) | ||||
| Employee compensation and benefits expenses (adjusted) | 273,530 | 289,768 | 1,112,809 | 1,396,025 | ||||||||
| Non-compensation expenses | ||||||||||||
| Non-compensation expenses (GAAP) | $ | 71,206 | $ | 78,977 | $ | 319,830 | $ | 248,460 | ||||
| Less: Integration and acquisition related costs | — | (3,793 | ) | (2,325 | ) | (21,598 | ) | |||||
| Less: Acquisition amortization | (3,215 | ) | (15,807 | ) | (44,971 | ) | (33,937 | ) | ||||
| Non-compensation expenses (adjusted) | 67,991 | 59,377 | 272,534 | 192,925 | ||||||||
| Operating income | ||||||||||||
| Operating income (GAAP) | $ | 90,624 | $ | 98,609 | $ | 341,738 | $ | 612,864 | ||||
| Plus: Adjustments ^(1)^ | 12,622 | 23,412 | 82,366 | 68,144 | ||||||||
| Operating income (adjusted) | 103,246 | 122,021 | 424,104 | 681,008 | ||||||||
| Other (income)/expense, net | ||||||||||||
| Other (income)/expense, net (GAAP) | $ | 10,322 | $ | 7,921 | $ | 17,738 | $ | 8,926 | ||||
| Less: Warrant revaluation | — | — | (2,264 | ) | — | |||||||
| Less: SPAC wind-down write-off | — | — | (2,742 | ) | — | |||||||
| Plus/(less): Change in acquisition earnout liability fair value | 738 | (7,613 | ) | (2,103 | ) | (7,613 | ) | |||||
| Less: Accrual of proposed civil penalty | (15,000 | ) | — | (15,000 | ) | — | ||||||
| Other (income)/expense, net (adjusted) | (3,940 | ) | 308 | (4,371 | ) | 1,313 | ||||||
| Provision for income taxes | ||||||||||||
| Provision for income taxes (GAAP) | $ | 20,642 | $ | 25,515 | $ | 69,777 | $ | 165,614 | ||||
| Plus: Impact of the excess tax benefit for stock vesting | — | — | 8,102 | 6,922 | ||||||||
| Plus: Release of the provision for an uncertain tax position as a result of the successful closure of a state audit | — | — | 5,762 | — | ||||||||
| Plus: Release of valuation allowance | 5,881 | — | 5,881 | — | ||||||||
| Adjusted provision for income taxes | 26,523 | 25,515 | 89,522 | 172,536 | ||||||||
| Plus: Resulting tax impact ^(2)^ | 3,441 | 8,496 | 23,628 | 21,644 | ||||||||
| Provision for income taxes (adjusted) | 29,964 | 34,011 | 113,150 | 194,180 | ||||||||
| Net income | ||||||||||||
| Net income (GAAP) | $ | 59,660 | $ | 65,173 | $ | 254,223 | $ | 438,324 | ||||
| Plus: Adjustments^(3)^ | 17,562 | 22,529 | 61,102 | 47,191 | ||||||||
| Net income (adjusted) | 77,222 | 87,702 | 315,325 | 485,515 | ||||||||
| Net income attributable to noncontrolling interest | — | — | — | (573 | ) | |||||||
| Net income attributable to Houlihan Lokey, Inc. (GAAP) | 59,660 | 65,173 | 254,223 | 437,751 | ||||||||
| Net income attributable to Houlihan Lokey, Inc. (adjusted) | 77,222 | 87,702 | 315,325 | 484,942 | ||||||||
| Fully diluted shares outstanding | ||||||||||||
| Fully diluted shares outstanding (GAAP) | 68,107,465 | 67,461,779 | 67,586,263 | 68,259,708 | ||||||||
| Plus: Impact of unvested GCA retention and deferred share awards | 1,591,157 | — | 1,927,786 | — | ||||||||
| Fully diluted shares outstanding (adjusted) | 69,698,622 | 67,461,779 | 69,514,049 | 68,259,708 | ||||||||
| Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) | $ | 0.88 | $ | 0.97 | $ | 3.76 | $ | 6.41 | ||||
| Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) | $ | 1.11 | $ | 1.30 | $ | 4.54 | $ | 7.10 | ||||
| (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. | |||||||||||
| --- | --- |
The information in Item 2.02 of this Current Report on Form 8-K, including the information contained in Exhibits 99.1 and 99.2, 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. |
|---|---|
| Exhibit<br>Number | Description of Exhibit |
| --- | --- |
| 99.1 | Press Release, dated May 25, 2023 |
| 99.2 | Updated Unaudited Condensed Consolidated Balance Sheets and Unaudited Condensed Consolidated Statements of Income for the Fourth Quarter and Fiscal Year Ended March 31, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| Houlihan Lokey, Inc. | ||
|---|---|---|
| Date: May 25, 2023 | ||
| By: | /s/ J. Lindsey Alley | |
| Name: | J. Lindsey Alley | |
| Position: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Houlihan Lokey Reports Certain Revised Financial Information
LOS ANGELES and NEW YORK – May 25, 2023 – Houlihan Lokey, Inc. (NYSE: HLI) (“Houlihan Lokey” or the “Company”), the global investment bank, today reported certain revised financial information for the fiscal year and fourth fiscal quarter ended March 31, 2023.
On May 9, 2023, Houlihan Lokey announced financial results for the fiscal year and fourth fiscal quarter ended March 31, 2023. Subsequent to this announcement, staff of the Securities and Exchange Commission’s (the “SEC”) Division of Enforcement proposed a potential settlement with Houlihan Lokey to resolve an investigation of Houlihan Lokey’s compliance with records preservation requirements related to business communications sent over off-channel electronic messaging platforms. The SEC has conducted similar investigations of other financial institutions as part of a widely publicized industry sweep that has already included publicly announced settlements with 14 firms to date, with civil penalties ranging from $7.5 million to $125 million each, and aggregating over $1.2 billion. Houlihan Lokey has notified the SEC’s Division of Enforcement of its present intention to agree to a settlement to resolve the investigation that includes a $15 million civil penalty. The potential settlement is subject to the negotiation of definitive documentation, which is expected to include terms consistent with previously announced settlements between other firms and the SEC, and any formal offer, proposed civil penalty, and additional terms submitted by the Company would be subject to approval by the Commission. As a result of the foregoing, while finalizing its financial statements for inclusion in its Annual Report on Form 10-K for the fiscal year ended March 31, 2023, Houlihan Lokey determined that it should recognize a $15 million accrual in other (income)/expense, net for the fourth fiscal quarter and fiscal year ended March 31, 2023 relating to the anticipated settlement with the SEC.
The effect of the accrual reduced net income, as originally reported on May 9, 2023, of $75 million and $269 million to $60 million and $254 million for the fourth fiscal quarter and fiscal year ended March 31, 2023, respectively, and reduced earnings per fully diluted share as originally reported of $1.10 and $3.98 to $ 0.88 and $3.76 for the fourth fiscal quarter and fiscal year ended March 31, 2023, respectively, in each case as calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”).
The accrual had no impact on the amounts of revenue, as reported in the previously released financial results. The full amount of the $15 million accrual recorded in other (income)/expense, net has been added back to adjusted earnings per fully diluted share such that the amounts of adjusted earnings per fully diluted share of $1.11 and $4.54 for the fourth fiscal quarter and fiscal year ended March 31, 2023, respectively, included in the previously released financial results remain unchanged.
Adjusted earnings per fully diluted share, and certain adjusted items used to determine adjusted earnings per fully diluted share, are presented and discussed in this 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 non-recurring charges associated with the Company’s non-recurring matters, as set forth in the tables at the end of this release.
The adjusted items included in this 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.
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION
(UNAUDITED)
| Three Months Ended March 31, | Year Ended March 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except share and per share data) | 2023 | 2022 | 2023 | 2022 | ||||||||
| Revenues | $ | 444,767 | $ | 471,166 | $ | 1,809,447 | $ | 2,269,958 | ||||
| Employee compensation and benefits expenses | ||||||||||||
| Employee compensation and benefits expenses (GAAP) | $ | 282,937 | $ | 293,580 | $ | 1,147,879 | $ | 1,408,634 | ||||
| Less: Acquisition related retention payments | (9,407 | ) | (3,812 | ) | (35,070 | ) | (12,609 | ) | ||||
| Employee compensation and benefits expenses (adjusted) | 273,530 | 289,768 | 1,112,809 | 1,396,025 | ||||||||
| Non-compensation expenses | ||||||||||||
| Non-compensation expenses (GAAP) | $ | 71,206 | $ | 78,977 | $ | 319,830 | $ | 248,460 | ||||
| Less: Integration and acquisition related costs | — | (3,793 | ) | (2,325 | ) | (21,598 | ) | |||||
| Less: Acquisition amortization | (3,215 | ) | (15,807 | ) | (44,971 | ) | (33,937 | ) | ||||
| Non-compensation expenses (adjusted) | 67,991 | 59,377 | 272,534 | 192,925 | ||||||||
| Operating income | ||||||||||||
| Operating income (GAAP) | $ | 90,624 | $ | 98,609 | $ | 341,738 | $ | 612,864 | ||||
| Plus: Adjustments ^(1)^ | 12,622 | 23,412 | 82,366 | 68,144 | ||||||||
| Operating income (adjusted) | 103,246 | 122,021 | 424,104 | 681,008 | ||||||||
| Other (income)/expense, net | ||||||||||||
| Other (income)/expense, net (GAAP) | $ | 10,322 | $ | 7,921 | $ | 17,738 | $ | 8,926 | ||||
| Less: Warrant revaluation | — | — | (2,264 | ) | — | |||||||
| Less: SPAC wind-down write-off | — | — | (2,742 | ) | — | |||||||
| Plus/(less): Change in acquisition earnout liability fair value | 738 | (7,613 | ) | (2,103 | ) | (7,613 | ) | |||||
| Less: Accrual of proposed civil penalty | (15,000 | ) | — | (15,000 | ) | — | ||||||
| Other (income)/expense, net (adjusted) | (3,940 | ) | 308 | (4,371 | ) | 1,313 | ||||||
| Provision for income taxes | ||||||||||||
| Provision for income taxes (GAAP) | $ | 20,642 | $ | 25,515 | $ | 69,777 | $ | 165,614 | ||||
| Plus: Impact of the excess tax benefit for stock vesting | — | — | 8,102 | 6,922 | ||||||||
| Plus: Release of the provision for an uncertain tax position as a result of the successful closure<br>of a state audit | — | — | 5,762 | — | ||||||||
| Plus: Release of valuation allowance | 5,881 | — | 5,881 | — | ||||||||
| Adjusted provision for income taxes | 26,523 | 25,515 | 89,522 | 172,536 | ||||||||
| Plus: Resulting tax impact ^(2)^ | 3,441 | 8,496 | 23,628 | 21,644 | ||||||||
| Provision for income taxes (adjusted) | 29,964 | 34,011 | 113,150 | 194,180 | ||||||||
| Net income | ||||||||||||
| Net income (GAAP) | $ | 59,660 | $ | 65,173 | $ | 254,223 | $ | 438,324 | ||||
| Plus: Adjustments^(3)^ | 17,562 | 22,529 | 61,102 | 47,191 | ||||||||
| Net income (adjusted) | 77,222 | 87,702 | 315,325 | 485,515 | ||||||||
| Net income attributable to noncontrolling interest | — | — | — | (573 | ) | |||||||
| Net income attributable to Houlihan Lokey, Inc. (GAAP) | 59,660 | 65,173 | 254,223 | 437,751 | ||||||||
| Net income attributable to Houlihan Lokey, Inc. (adjusted) | 77,222 | 87,702 | 315,325 | 484,942 | ||||||||
| Fully diluted shares outstanding | ||||||||||||
| Fully diluted shares outstanding (GAAP) | 68,107,465 | 67,461,779 | 67,586,263 | 68,259,708 | ||||||||
| Plus: Impact of unvested GCA retention and deferred share awards | 1,591,157 | — | 1,927,786 | — | ||||||||
| Fully diluted shares outstanding (adjusted) | 69,698,622 | 67,461,779 | 69,514,049 | 68,259,708 | ||||||||
| Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) | $ | 0.88 | $ | 0.97 | $ | 3.76 | $ | 6.41 | ||||
| Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) | $ | 1.11 | $ | 1.30 | $ | 4.54 | $ | 7.10 | ||||
| (1) | The aggregate of adjustments from employee compensation and benefits and<br>non-compensation expenses. | |||||||||||
| --- | --- | |||||||||||
| (2) | Reflects the tax impact of utilizing the adjusted effective tax rate on the<br>non-tax adjustments identified above. | |||||||||||
| --- | --- | |||||||||||
| (3) | Consists of all adjustments identified above net of the associated tax impact. | |||||||||||
| --- | --- |
Contact Information
Investor Relations
212.331.8225
IR@HL.com
Public Relations
212.331.8223
PR@HL.com
EX-99.2
Exhibit 99.2
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| (In thousands, except share data and par value) | March 31, 2022 | ||||
|---|---|---|---|---|---|
| Assets | |||||
| Cash and cash equivalents | 714,439 | $ | 833,697 | ||
| Restricted cash | 373 | 373 | |||
| Investment securities | 37,309 | 109,143 | |||
| Accounts receivable, net of allowance for credit losses | 182,029 | 144,029 | |||
| Unbilled work in process, net of allowance for credit losses | 115,045 | 104,751 | |||
| Income taxes receivable | 17,693 | — | |||
| Deferred income taxes | 104,941 | 95,278 | |||
| Property and equipment, net | 88,345 | 52,176 | |||
| Operating lease<br>right-of-use assets | 333,877 | 171,942 | |||
| Goodwill | 1,087,784 | 1,070,442 | |||
| Other intangible assets, net | 203,370 | 247,333 | |||
| Other assets | 83,609 | 57,646 | |||
| Total assets | 2,968,814 | $ | 2,886,810 | ||
| Liabilities and Stockholders’ Equity | |||||
| Liabilities: | |||||
| Accrued salaries and bonuses | 765,877 | $ | 953,604 | ||
| Accounts payable and accrued expenses | 113,421 | 126,190 | |||
| Deferred income | 40,695 | 28,753 | |||
| Income taxes payable | — | 61,266 | |||
| Deferred income taxes | 544 | 789 | |||
| Loans payable to former shareholders | — | 539 | |||
| Operating lease liabilities | 374,869 | 197,091 | |||
| Other liabilities | 60,111 | 74,873 | |||
| Total liabilities | 1,355,517 | 1,443,105 | |||
| Stockholders’ equity: | |||||
| Class A common stock, 0.001 par value. Authorized 1,000,000,000 shares; issued and<br>outstanding 50,638,924 and 49,853,564 shares, respectively | 51 | 50 | |||
| Class B common stock, 0.001 par value. Authorized 1,000,000,000 shares; issued and<br>outstanding 18,048,345 and 17,649,555 shares, respectively | 18 | 18 | |||
| Additional paid-in capital | 642,970 | 564,761 | |||
| Retained earnings | 1,033,072 | 922,223 | |||
| Accumulated other comprehensive loss | (62,814 | ) | (43,347 | ) | |
| Total stockholders’ equity | 1,613,297 | 1,443,705 | |||
| Total liabilities and stockholders’ equity | 2,968,814 | $ | 2,886,810 |
All values are in US Dollars.
1
HOULIHAN LOKEY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
| Three Months Ended March 31, | Year Ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except share and per share data) | 2023 | 2022 | 2023 | 2022 | |||||
| Revenues | $ | 444,767 | $ | 471,166 | $ | 1,809,447 | $ | 2,269,958 | |
| Operating expenses: | |||||||||
| Employee compensation and benefits | 282,937 | 293,580 | 1,147,879 | 1,408,634 | |||||
| Travel, meals, and entertainment | 13,391 | 5,001 | 51,082 | 22,465 | |||||
| Rent | 17,911 | 14,120 | 55,838 | 47,747 | |||||
| Depreciation and amortization | 6,347 | 19,948 | 58,221 | 48,537 | |||||
| Information technology and communications | 15,201 | 13,497 | 54,125 | 41,714 | |||||
| Professional fees | 9,078 | 10,361 | 32,940 | 38,349 | |||||
| Other operating expenses | 9,278 | 16,050 | 67,624 | 49,648 | |||||
| Total operating expenses | 354,143 | 372,557 | 1,467,709 | 1,657,094 | |||||
| Operating income | 90,624 | 98,609 | 341,738 | 612,864 | |||||
| Other (income)/expense, net | 10,322 | 7,921 | 17,738 | 8,926 | |||||
| Income before provision for income taxes | 80,302 | 90,688 | 324,000 | 603,938 | |||||
| Provision for income taxes | 20,642 | 25,515 | 69,777 | 165,614 | |||||
| Net income | 59,660 | 65,173 | 254,223 | 438,324 | |||||
| Net income attributable to noncontrolling interest | — | — | — | (573 | ) | ||||
| Net income attributable to Houlihan Lokey, Inc. | $ | 59,660 | $ | 65,173 | $ | 254,223 | $ | 437,751 | |
| Weighted average shares of common stock outstanding: | |||||||||
| Basic | 63,351,104 | 64,085,273 | 63,358,408 | 64,970,287 | |||||
| Fully diluted | 68,107,465 | 67,461,779 | 67,586,263 | 68,259,708 | |||||
| Earnings per share attributable to Houlihan Lokey, Inc. | |||||||||
| Basic | $ | 0.94 | $ | 1.02 | $ | 4.01 | $ | 6.74 | |
| Fully diluted | $ | 0.88 | $ | 0.97 | $ | 3.76 | $ | 6.41 |
2