8-K

HOULIHAN LOKEY, INC. (HLI)

8-K 2023-10-27 For: 2023-10-26
View Original
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 26, 2023

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)

310-788-5200

Registrant’s telephone number, including area code:

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, par value $0.001 HLI New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02.    Results of Operations and Financial Condition.

On October 26, 2023, Houlihan Lokey, Inc. issued a press release announcing its financial results for the second fiscal quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information in Item 2.02 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission pursuant to Item 2.02, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d)  Exhibits

99.1    Press Release dated October 26, 2023

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 26, 2023 Houlihan Lokey, Inc.
By: /s/ J. Lindsey Alley
Name: J. Lindsey Alley
Position: Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release dated October 26, 2023

Document

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Houlihan Lokey Reports Second Quarter Fiscal 2024 Financial Results

– Second Quarter Fiscal 2024 Revenues of $467 million –

– Second Quarter Fiscal 2024 Diluted EPS of $0.99 –

– Adjusted Second Quarter Fiscal 2024 Diluted EPS of $1.11 –

– Announces Dividend of $0.55 per Share for Third Quarter Fiscal 2024 –

LOS ANGELES and NEW YORK - October 26, 2023 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its second quarter ended September 30, 2023.

For the second quarter ended September 30, 2023, revenues were $467 million, compared with $490 million for the second quarter ended September 30, 2022. Net income was $67 million, or $0.99 per diluted share, for the second quarter ended September 30, 2023, compared with $61 million, or $0.87 per diluted share, for the second quarter ended September 30, 2022. Adjusted net income for the second quarter ended September 30, 2023 was $77 million, or $1.11 per diluted share, compared with $83 million, or $1.19 per diluted share, for the second quarter ended September 30, 2022.

“We finished our second fiscal quarter with better results than our prior quarter. We continue to see improvements in the availability of debt capital and confidence in the earnings outlook for our clients, all of which bodes well for a steady recovery of the M&A markets. However, the recent geopolitical crises may impact our cautious optimism. Regardless, we believe we are well positioned to handle most economic environments, and we will continue to invest in professionals, acquisitions, industries and geographies where we believe we can create long term shareholder value,” stated Scott Beiser, Chief Executive Officer of Houlihan Lokey.

Selected Financial Data

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

Revenues

For the second quarter ended September 30, 2023, revenues were $467 million, compared with $490 million for the second quarter ended September 30, 2022. Revenues decreased primarily as a result of a decrease in the average transaction fee on closed transactions in our Corporate Finance (“CF”) business. For the second quarter ended September 30, 2023, CF revenues decreased (11)%, Financial Restructuring (“FR”) revenues increased 17%, and Financial and Valuation Advisory (“FVA”) revenues decreased (8)%, in each case, when compared with the second quarter ended September 30, 2022.

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Expenses

The Company’s employee compensation and benefits expenses, non-compensation expenses, and provision for income taxes during the periods presented and described below are on a GAAP and an adjusted basis.

U.S. GAAP Adjusted (Non-GAAP) *
Three Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Expenses:
Employee compensation and benefits $ 296,542 $ 309,859 $ 287,200 $ 301,063
% of Revenues 63.5 % 63.3 % 61.5 % 61.5 %
Non-compensation $ 80,170 $ 90,307 $ 75,345 $ 72,358
% of Revenues 17.2 % 18.4 % 16.1 % 14.8 %
Per full time employee (1) $ 30 $ 38 $ 29 $ 30
Provision for income taxes $ 26,542 $ 23,537 $ 30,329 $ 32,084
% of Pre-tax income 28.4 % 27.9 % 28.4 % 27.9 %

*Adjusted figures represent non-GAAP information. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.

(1)Calculated using the average of the number of full time employees at the beginning of the reporting period and the end of the reporting period.

U.S. GAAP Adjusted (Non-GAAP) *
Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Expenses:
Employee compensation and benefits $ 560,025 $ 575,594 $ 542,933 $ 558,530
% of Revenues 63.4 % 63.4 % 61.5 % 61.5 %
Non-compensation $ 159,169 $ 165,646 $ 150,989 $ 131,932
% of Revenues 18.0 % 18.2 % 17.1 % 14.5 %
Per full time employee (1) $ 60 $ 69 $ 57 $ 55
Provision for income taxes $ 41,504 $ 28,576 $ 55,828 $ 57,289
% of Pre-tax income 24.4 % 17.9 % 28.7 % 26.5 %

*Adjusted figures represent non-GAAP information. See “Non-GAAP Financial Measures” and the tables at the end of this release for an explanation of the adjustments and reconciliations to the comparable GAAP numbers.

(1)Calculated using the average of the number of full time employees at the beginning of the reporting period and the end of the reporting period.

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

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

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

Segment Reporting for the Second Fiscal Quarter

Corporate Finance

CF revenues were $282 million for the second quarter ended September 30, 2023, compared with $315 million for the second quarter ended September 30, 2022, representing a decrease of (11)%. Revenues decreased due to a decrease in the average transaction fee on closed transactions, which was driven by transaction mix, and did not represent a trend in the average transaction fee on closed transactions.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Corporate Finance
Revenues $ 281,684 $ 315,016 $ 508,735 $ 578,967
# of Managing Directors 211 210 211 210
# of Closed transactions (1) 117 114 212 238

Financial Restructuring

FR revenues increased 17% to $115 million for the second quarter ended September 30, 2023, compared with $98 million for the second quarter ended September 30, 2022. Revenues increased primarily due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Financial Restructuring
Revenues $ 114,670 $ 97,694 $ 238,038 $ 176,532
# of Managing Directors 60 56 60 56
# of Closed transactions (1) 31 24 61 40

Financial and Valuation Advisory

FVA revenues decreased (8)% to $71 million for the second quarter ended September 30, 2023, compared with $77 million for the second quarter ended September 30, 2022. Revenues decreased primarily due to a decrease in the number of Fee Events. The decrease in the number of Fee Events was driven by softness in the M&A markets, which affected one or more of the service lines within our FVA business.

Three Months Ended September 30, Six Months Ended September 30,
($ in thousands) 2023 2022 2023 2022
Financial and Valuation Advisory
Revenues $ 70,635 $ 76,827 $ 136,045 $ 152,682
# of Managing Directors 40 40 40 40
# of Fee Events (1) 852 890 1,255 1,404

(1)A Fee Event includes any engagement that involves revenue activity during the measurement period based on a revenue minimum of one thousand dollars. References in this press release to closed transactions should be understood to be the same as transactions that are “effectively closed” as described in our periodic reports on Forms 10-K and 10-Q.

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Balance Sheet and Capital Allocation

The Board of Directors of the Company declared a regular quarterly cash dividend of $0.55 per share of Class A and Class B common stock. The dividend will be payable on December 15, 2023 to stockholders of record as of the close of business on December 1, 2023. As of September 30, 2023, the Company had $525 million of cash and cash equivalents and investment securities, and $31 million of other liabilities.

Investor Conference Call and Webcast

The Company will host a conference call and live webcast at 5:00 p.m. Eastern Time on Thursday, October 26, 2023, to discuss its second quarter fiscal 2024 results. The number to call is 1-877-407-4018 (domestic) or 1-201-689-8471 (international). A live webcast will be available in the Investor Relations section of the Company’s website. A replay of the conference call will be available from October 26, 2023 through November 2, 2023, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 13741798. A replay of the webcast will be archived and available on the Company’s website.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. For a further description of such factors, you should read the Company’s filings with the Securities and Exchange Commission. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Non-GAAP Financial Measures

Adjusted net income, total and on a per share basis, and certain adjusted items used to determine adjusted net income, are presented and discussed in this earnings press release and are non-GAAP measures that management believes, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results. These adjusted items remove the significant accounting impact of one-time or non-recurring charges associated with the Company’s one-time/non-recurring matters, as set forth in the tables at the end of this release.

The adjusted items included in this earnings press release as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these adjusted amounts are not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative to the Company’s financial information determined under GAAP. For a description of the Company’s use of these adjusted items and a reconciliation with comparable GAAP items, see the section of this press release titled “Reconciliation of GAAP to Adjusted Financial Information.” Please refer to our financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations, and cash flows.

About Houlihan Lokey

Houlihan Lokey, Inc. (NYSE:HLI) is a global investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and financial and valuation advisory. Houlihan Lokey serves corporations, institutions, and governments worldwide with offices in the Americas, Europe, the Middle East, and the Asia-Pacific region. Independent advice and intellectual rigor are hallmarks of the firm’s commitment to client success across its advisory services. The firm is the No. 1 investment bank for global M&A transactions under $1 billion, the No. 1 M&A advisor for the past eight consecutive years in the U.S., the No. 1 global restructuring advisor for the past nine consecutive years, and the No. 1 global M&A fairness opinion advisor over the past 25 years, all based on number of transactions and according to data provided by Refinitiv.

For more information, please visit www.HL.com.

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Contact Information

Investor Relations<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, 2023 March 31, 2023
Assets
Cash and cash equivalents $ 493,929 $ 714,439
Restricted cash 373 373
Investment securities 31,214 37,309
Accounts receivable, net of allowance for credit losses 152,243 182,029
Unbilled work in process, net of allowance for credit losses 133,787 115,045
Income taxes receivable 22,549 17,693
Deferred income taxes 106,343 104,941
Property and equipment, net 119,394 88,345
Operating lease right-of-use assets 363,719 333,877
Goodwill 1,086,438 1,087,784
Other intangible assets, net 196,652 203,370
Other assets 74,912 83,609
Total assets $ 2,781,553 $ 2,968,814
Liabilities and Stockholders' Equity
Liabilities:
Accrued salaries and bonuses $ 552,673 $ 765,877
Accounts payable and accrued expenses 95,125 113,421
Deferred income 37,370 40,695
Deferred income taxes 349 544
Operating lease liabilities 419,421 374,869
Other liabilities 30,539 60,111
Total liabilities 1,135,477 1,355,517
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 51,565,992 and 50,638,924 shares, respectively 52 51
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 17,427,625 and 18,048,345 shares, respectively 17 18
Additional paid-in capital 638,404 642,970
Retained earnings 1,087,326 1,033,072
Accumulated other comprehensive loss (79,723) (62,814)
Total stockholders’ equity 1,646,076 1,613,297
Total liabilities and stockholders’ equity $ 2,781,553 $ 2,968,814

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except share and per share data) 2023 2022 2023 2022
Revenues $ 466,989 $ 489,537 $ 882,818 $ 908,181
Operating expenses:
Employee compensation and benefits 296,542 309,859 560,025 575,594
Travel, meals, and entertainment 14,151 12,370 30,169 23,420
Rent 19,013 13,285 36,416 25,075
Depreciation and amortization 7,086 19,475 13,618 38,618
Information technology and communications 14,328 13,183 27,876 24,173
Professional fees 10,859 9,598 20,416 16,067
Other operating expenses 14,733 22,396 30,674 38,293
Total operating expenses 376,712 400,166 719,194 741,240
Operating income 90,277 89,371 163,624 166,941
Other (income)/expense, net (3,296) 5,104 (6,301) 6,853
Income before provision for income taxes 93,573 84,267 169,925 160,088
Provision for income taxes 26,542 23,537 41,504 28,576
Net income $ 67,031 $ 60,730 128,421 131,512
Weighted average shares of common stock outstanding:
Basic 64,551,353 63,422,701 64,180,642 63,350,545
Fully diluted 67,867,381 69,800,028 67,881,623 69,316,792
Earnings per share attributable to Houlihan Lokey, Inc.
Basic $ 1.04 $ 0.96 $ 2.00 $ 2.08
Fully diluted $ 0.99 $ 0.87 $ 1.89 $ 1.90

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION

(UNAUDITED)

Three Months Ended September 30, Six Months Ended September 30,
(In thousands, except share and per share data) 2023 2022 2023 2022
Revenues $ 466,989 $ 489,537 $ 882,818 $ 908,181
Employee compensation and benefits expenses
Employee compensation and benefits expenses (GAAP) $ 296,542 $ 309,859 $ 560,025 $ 575,594
Less: Acquisition related retention payments (9,342) (8,796) (17,092) (17,064)
Employee compensation and benefits expenses (adjusted) 287,200 301,063 542,933 558,530
Non-compensation expenses
Non-compensation expenses (GAAP) $ 80,170 $ 90,307 $ 159,169 $ 165,646
Less: Integration and acquisition related costs (1,465) (2,325) (1,465) (2,325)
Less: Acquisition amortization (3,360) (15,624) (6,715) (31,389)
Non-compensation expenses (adjusted) 75,345 72,358 150,989 131,932
Operating income
Operating income (GAAP) $ 90,277 $ 89,371 $ 163,624 $ 166,941
Plus: Adjustments (1) 14,167 26,745 25,272 50,778
Operating income (adjusted) 104,444 116,116 188,896 217,719
Other (income)/expense, net
Other (income)/expense, net (GAAP) $ (3,296) $ 5,104 $ (6,301) $ 6,853
Less: Warrant revaluation (1,014) (2,264)
Plus/(less): Change in acquisition earnout liability fair value 816 (2,841) 816 (2,841)
Other (income)/expense, net (adjusted) (2,480) 1,249 (5,485) 1,748
Provision for income taxes
Provision for income taxes (GAAP) $ 26,542 $ 23,537 $ 41,504 $ 28,576
Plus: Impact of the excess tax benefit for stock vesting 7,299 8,102
Plus: Release of the provision for an uncertain tax position as a result of the successful closure of a state audit 5,762
Adjusted provision for income taxes 26,542 23,537 48,803 42,440
Plus: Resulting tax impact (2) 3,787 8,547 7,025 14,849
Provision for income taxes (adjusted) 30,329 32,084 55,828 57,289
Net income
Net income (GAAP) $ 67,031 $ 60,730 $ 128,421 $ 131,512
Plus: Adjustments (3) 9,564 22,053 10,132 27,170
Net income (adjusted) 76,595 82,783 138,553 158,682
Fully diluted shares outstanding
Fully diluted shares outstanding (GAAP) 67,867,381 69,800,028 67,881,623 69,316,792
Plus: Impact of unvested GCA retention and deferred share awards 1,132,423 1,257,446
Fully diluted shares outstanding (adjusted) 68,999,804 69,800,028 69,139,069 69,316,792
Diluted EPS attributable to Houlihan Lokey, Inc. (GAAP) $ 0.99 $ 0.87 $ 1.89 $ 1.90
Diluted EPS attributable to Houlihan Lokey, Inc. (adjusted) $ 1.11 $ 1.19 $ 2.00 $ 2.29

(1)The aggregate of adjustments from employee compensation and benefits and non-compensation expenses.

(2)Reflects the tax impact of utilizing the adjusted effective tax rate on the non-tax adjustments identified above.

(3)Consists of all adjustments identified above net of the associated tax impact.

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