8-K

HOULIHAN LOKEY, INC. (HLI)

8-K 2024-10-31 For: 2024-10-30
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Added on April 04, 2026

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 30, 2024

Houlihan Lokey, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware 001-37537 95-2770395
(State or Other Jurisdiction of<br>Incorporation) (Commission File Number) (IRS Employer<br>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 October 30, 2024, Houlihan Lokey, Inc. issued a press release announcing its financial results for the second fiscal quarter ended September 30, 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 October 30, 2024

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 30, 2024 Houlihan Lokey, Inc.
By: /s/ J. Lindsey Alley
Name: J. Lindsey Alley
Position: Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release dated October 30, 2024

Document

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Houlihan Lokey Reports Second Quarter Fiscal 2025 Financial Results

– Second Quarter Fiscal 2025 Revenues of $575 million –

– Second Quarter Fiscal 2025 Diluted EPS of $1.37 –

– Adjusted Second Quarter Fiscal 2025 Diluted EPS of $1.46 –

– Announces Dividend of $0.57 per Share for Third Quarter Fiscal 2025 –

LOS ANGELES and NEW YORK - October 30, 2024 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its second quarter ended September 30, 2024.

For the second quarter ended September 30, 2024, revenues were $575 million, compared with $467 million for the second quarter ended September 30, 2023. Net income was $94 million, or $1.37 per diluted share, for the second quarter ended September 30, 2024, compared with $67 million, or $0.99 per diluted share, for the second quarter ended September 30, 2023. Adjusted net income for the second quarter ended September 30, 2024 was $100 million, or $1.46 per diluted share, compared with $77 million, or $1.11 per diluted share, for the second quarter ended September 30, 2023.

“We are pleased with our second-quarter results, and we enter the second half of the year with momentum across all three of our business lines. While we recognize uncertainties in the macro environment, our outlook for the second half of fiscal 2025 is positive, as we continue to see the benefits of our highly diversified business model,” stated Scott Adelson, 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,
2024 2023 2024 2023
Revenues by segment
Corporate Finance $ 364,028 $ 281,684 $ 692,445 $ 508,735
Financial Restructuring 131,568 114,670 248,990 238,038
Financial and Valuation Advisory 79,361 70,635 147,131 136,045
Revenues $ 574,957 $ 466,989 $ 1,088,566 $ 882,818
Operating expenses:
Employee compensation and benefits $ 360,637 $ 296,542 $ 690,753 $ 560,025
Non-compensation 83,651 80,170 171,576 159,169
Operating income 130,669 90,277 226,237 163,624
Other income, net (5,419) (3,296) (9,725) (6,301)
Income before provision for income taxes 136,088 93,573 235,962 169,925
Provision for income taxes 42,539 26,542 53,473 41,504
Net income attributable to Houlihan Lokey, Inc. $ 93,549 $ 67,031 $ 182,489 $ 128,421
Diluted earnings per share attributable to Houlihan Lokey, Inc. $ 1.37 $ 0.99 $ 2.67 $ 1.89

Revenues

For the second quarter ended September 30, 2024, revenues were $575 million, compared with $467 million for the second quarter ended September 30, 2023. For the second quarter ended September 30, 2024, Corporate Finance (“CF”) revenues increased 29%, Financial Restructuring (“FR”) revenues increased 15%, and Financial and Valuation Advisory (“FVA”) revenues increased 12%, in each case, when compared with the second quarter ended September 30, 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 September 30,
($ in thousands) 2024 2023 2024 2023
Expenses:
Employee compensation and benefits $ 360,637 $ 296,542 $ 353,599 $ 287,200
% of Revenues 62.7 % 63.5 % 61.5 % 61.5 %
Non-compensation $ 83,651 $ 80,170 $ 80,879 $ 75,345
% of Revenues 14.5 % 17.2 % 14.1 % 16.1 %
Per full-time employee (1) $ 32 $ 30 $ 31 $ 29
Provision for income taxes $ 42,539 $ 26,542 $ 45,610 $ 30,329
% of Pre-tax income 31.3 % 28.4 % 31.3 % 28.4 %

*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) 2024 2023 2024 2023
Expenses:
Employee compensation and benefits $ 690,753 $ 560,025 $ 669,468 $ 542,933
% of Revenues 63.5 % 63.4 % 61.5 % 61.5 %
Non-compensation $ 171,576 $ 159,169 $ 161,209 $ 150,989
% of Revenues 15.8 % 18.0 % 14.8 % 17.1 %
Per full-time employee (1) $ 65 $ 60 $ 61 $ 57
Provision for income taxes $ 53,473 $ 41,504 $ 83,849 $ 55,828
% of Pre-tax income 22.7 % 24.4 % 31.2 % 28.7 %

*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 $361 million for the second quarter ended September 30, 2024, compared with $297 million for the second quarter ended September 30, 2023. Adjusted employee compensation and benefits expenses were $354 million for the second quarter ended September 30, 2024, compared with $287 million for the second quarter ended September 30, 2023. This resulted in an adjusted compensation ratio of 61.5% for both the second quarter ended September 30, 2024 and the second quarter ended September 30, 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 $84 million for the second quarter ended September 30, 2024, compared with $80 million for the second quarter ended September 30, 2023. Adjusted non-compensation expenses were $81 million for the second quarter ended September 30, 2024, compared with $75 million for the second quarter ended September 30, 2023. The increase in GAAP and adjusted non-compensation expenses was primarily a result of an increase in other operating expenses and information technology and communication expenses for the quarter when compared with the same quarter last year.

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The provision for income taxes was $43 million, representing an effective tax rate of 31.3% for the second quarter ended September 30, 2024, compared with $27 million, representing an effective tax rate of 28.4% for the second quarter ended September 30, 2023. The increase in the Company’s GAAP tax rate was primarily a result of increased state taxes and increased taxes due to foreign operations. The adjusted provision for income taxes was $46 million, representing an adjusted effective tax rate of 31.3% for the second quarter ended September 30, 2024, compared with $30 million, representing an adjusted effective tax rate of 28.4% for the second quarter ended September 30, 2023.

Segment Reporting for the Second Fiscal Quarter

Corporate Finance

CF revenues were $364 million for the second quarter ended September 30, 2024, compared with $282 million for the second quarter ended September 30, 2023, representing an increase of 29%. Revenues increased primarily due to an increase in the average transaction fee on closed transactions, which was driven by transaction mix, and does not represent a trend in the average transaction fee on closed transactions.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2024 2023 2024 2023
Corporate Finance
Revenues $ 364,028 $ 281,684 $ 692,445 $ 508,735
# of Managing Directors 224 211 224 211
# of Closed transactions (1) 131 117 247 212

Financial Restructuring

FR revenues increased 15% to $132 million for the second quarter ended September 30, 2024, compared with $115 million for the second quarter ended September 30, 2023. Revenues increased primarily due to an increase in the average transaction fee on closed transactions, which was driven by transaction mix, and does not represent a trend in the average transaction fee on closed transactions.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2024 2023 2024 2023
Financial Restructuring
Revenues $ 131,568 $ 114,670 $ 248,990 $ 238,038
# of Managing Directors 58 60 58 60
# of Closed transactions (1) 33 31 66 61

Financial and Valuation Advisory

FVA revenues increased 12% to $79 million for the second quarter ended September 30, 2024, compared with $71 million for the second quarter ended September 30, 2023. 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 September 30, Six Months Ended September 30,
($ in thousands) 2024 2023 2024 2023
Financial and Valuation Advisory
Revenues $ 79,361 $ 70,635 $ 147,131 $ 136,045
# of Managing Directors 41 40 41 40
# of Fee Events (1) 903 852 1,316 1,255

(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 December 15, 2024 to stockholders of record as of the close of business on December 2, 2024. As of September 30, 2024, the Company had $748 million of cash and cash equivalents and investment securities, and $33 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 Wednesday, October 30, 2024, to discuss its second 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 October 30, 2024 through November 6, 2024, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10193284. 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<br>212.331.8225<br>IR@HL.com OR Media Relations<br>212.331.8223<br>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, 2024 March 31, 2024
Assets
Cash and cash equivalents $ 691,410 $ 721,235
Restricted cash 1,452 619
Investment securities 56,829 38,005
Accounts receivable, net of allowance for credit losses 219,133 199,630
Unbilled work in process, net of allowance for credit losses 138,293 192,012
Income taxes receivable 21,832 32,856
Deferred income taxes 87,020 90,064
Property and equipment, net 148,729 136,701
Operating lease right-of-use assets 359,739 344,024
Goodwill 1,177,757 1,127,497
Other intangible assets, net 196,641 197,439
Other assets 113,916 90,677
Total assets $ 3,212,751 $ 3,170,759
Liabilities and stockholders' equity
Liabilities:
Accrued salaries and bonuses $ 641,370 $ 726,031
Accounts payable and accrued expenses 104,661 114,171
Deferred income 37,956 33,139
Deferred income taxes 7,575 7,505
Operating lease liabilities 431,222 415,412
Other liabilities 32,880 37,751
Total liabilities 1,255,664 1,334,009
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 53,403,939 and 52,348,511 shares, respectively 53 52
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 16,082,738 and 16,746,676 shares, respectively 16 17
Additional paid-in capital 735,277 739,870
Retained earnings 1,259,950 1,163,419
Accumulated other comprehensive loss (38,209) (66,608)
Total stockholders’ equity 1,957,087 1,836,750
Total liabilities and stockholders’ equity $ 3,212,751 $ 3,170,759

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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) 2024 2023 2024 2023
Revenues $ 574,957 $ 466,989 $ 1,088,566 $ 882,818
Operating expenses:
Employee compensation and benefits 353,599 287,200 669,468 542,933
Acquisition related compensation and benefits 7,038 9,342 21,285 17,092
Travel, meals, and entertainment 13,570 14,151 32,082 30,169
Rent 15,174 19,013 34,458 36,416
Depreciation and amortization 7,444 7,086 16,300 13,618
Information technology and communications 17,755 14,328 33,944 27,876
Professional fees 9,677 10,859 18,154 20,416
Other operating expenses 20,031 14,733 36,638 30,674
Total operating expenses 444,288 376,712 862,329 719,194
Operating income 130,669 90,277 226,237 163,624
Other income, net (5,419) (3,296) (9,725) (6,301)
Income before provision for income taxes 136,088 93,573 235,962 169,925
Provision for income taxes 42,539 26,542 53,473 41,504
Net income $ 93,549 $ 67,031 $ 182,489 $ 128,421
Weighted average shares of common stock outstanding:
Basic 65,822,690 64,551,353 65,429,115 64,180,642
Fully diluted 68,422,600 67,867,381 68,450,866 67,881,623
Earnings per share attributable to Houlihan Lokey, Inc.
Basic $ 1.42 $ 1.04 $ 2.79 $ 2.00
Fully diluted $ 1.37 $ 0.99 $ 2.67 $ 1.89

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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) 2024 2023 2024 2023
Revenues $ 574,957 $ 466,989 $ 1,088,566 $ 882,818
Employee compensation and benefits expenses
Employee compensation and benefits expenses (GAAP) $ 360,637 $ 296,542 $ 690,753 $ 560,025
Less: Acquisition related compensation and benefits (7,038) (9,342) (21,285) (17,092)
Employee compensation and benefits expenses (adjusted) 353,599 287,200 669,468 542,933
Non-compensation expenses
Non-compensation expenses (GAAP) $ 83,651 $ 80,170 $ 171,576 $ 159,169
Less: Acquisition related legal structure reorganization (705) (1,205)
Less: Integration and acquisition related costs (1,465) (3,554) (1,465)
Less: Acquisition amortization (2,067) (3,360) (5,608) (6,715)
Non-compensation expenses (adjusted) 80,879 75,345 161,209 150,989
Operating income
Operating income (GAAP) $ 130,669 $ 90,277 $ 226,237 $ 163,624
Plus: Adjustments (1) 9,810 14,167 31,652 25,272
Operating income (adjusted) 140,479 104,444 257,889 188,896
Other income, net
Other income, net (GAAP) $ (5,419) $ (3,296) $ (9,725) $ (6,301)
Plus: Change in acquisition earnout liability fair value 816 (828) 816
Other income, net (adjusted) (5,419) (2,480) (10,553) (5,485)
Provision for income taxes
Provision for income taxes (GAAP) $ 42,539 $ 26,542 $ 53,473 $ 41,504
Plus: Impact of the excess tax benefit for stock vesting 21,921 7,299
Less: Reversal of deferred tax asset (1,690)
Adjusted provision for income taxes 42,539 26,542 73,704 48,803
Plus: Resulting tax impact (2) 3,071 3,787 10,145 7,025
Provision for income taxes (adjusted) 45,610 30,329 83,849 55,828
Net income
Net income (GAAP) $ 93,549 $ 67,031 $ 182,489 $ 128,421
Plus/(less): Adjustments (3) 6,739 9,564 2,104 10,132
Net income (adjusted) $ 100,288 $ 76,595 184,593 138,553
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP) 68,422,600 67,867,381 68,450,866 67,881,623
Plus: Impact of unvested GCA retention and deferred share awards 458,865 1,132,423 532,840 1,257,446
Fully diluted shares outstanding (adjusted) 68,881,465 68,999,804 68,983,706 69,139,069
Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) $ 1.37 $ 0.99 $ 2.67 $ 1.89
Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) $ 1.46 $ 1.11 $ 2.68 $ 2.00

(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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