8-K

HOULIHAN LOKEY, INC. (HLI)

8-K 2025-01-29 For: 2025-01-28
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):

January 28, 2025

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 January 28, 2025, Houlihan Lokey, Inc. issued a press release announcing its financial results for the third fiscal quarter ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

Item 9.01.    Financial Statements and Exhibits.

(d)  Exhibits

99.1    Press Release dated January 28, 2025

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

SIGNATURE

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

Date: January 28, 2025 Houlihan Lokey, Inc.
By: /s/ J. Lindsey Alley
Name: J. Lindsey Alley
Position: Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description
99.1 Press Release dated January 28, 2025

Document

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Houlihan Lokey Reports Third Quarter Fiscal 2025 Financial Results

– Third Quarter Fiscal 2025 Revenues of $634 million –

– Third Quarter Fiscal 2025 Diluted EPS of $1.39 –

– Adjusted Third Quarter Fiscal 2025 Diluted EPS of $1.64 –

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

LOS ANGELES and NEW YORK - January 28, 2025 - Houlihan Lokey, Inc. (NYSE:HLI) (“Houlihan Lokey” or the “Company”) today reported financial results for its third quarter ended December 31, 2024.

For the third quarter ended December 31, 2024, revenues were $634 million, compared with $511 million for the third quarter ended December 31, 2023. Net income was $95 million, or $1.39 per diluted share, for the third quarter ended December 31, 2024, compared with $71 million, or $1.04 per diluted share, for the third quarter ended December 31, 2023. Adjusted net income for the third quarter ended December 31, 2024 was $114 million, or $1.64 per diluted share, compared with $84 million, or $1.22 per diluted share, for the third quarter ended December 31, 2023.

“We are pleased with our results for the third quarter as well as our performance year to date, as we continue to see momentum across our business lines. Given the stronger macro environment, we remain optimistic about the balance of this fiscal year, and our outlook for fiscal 2026 is positive,” stated Scott Adelson, Chief Executive Officer of Houlihan Lokey.

Selected Financial Data

(In thousands, except per share data) U.S. GAAP
Three Months Ended December 31, Nine Months Ended December 31,
2024 2023 2024 2023
Revenues by segment
Corporate Finance $ 421,602 $ 310,512 $ 1,114,047 $ 819,247
Financial Restructuring 130,942 128,565 379,932 366,603
Financial and Valuation Advisory 81,884 72,053 229,015 208,098
Revenues $ 634,428 $ 511,130 $ 1,722,994 $ 1,393,948
Operating expenses:
Employee compensation and benefits $ 402,971 $ 324,039 $ 1,093,724 $ 884,064
Non-compensation 95,355 90,551 266,931 249,720
Operating income 136,102 96,540 362,339 260,164
Other income, net (9,016) (6,035) (18,741) (12,336)
Income before provision for income taxes 145,118 102,575 381,080 272,500
Provision for income taxes 49,816 31,772 103,289 73,276
Net income attributable to Houlihan Lokey, Inc. $ 95,302 $ 70,803 $ 277,791 $ 199,224
Diluted earnings per share attributable to Houlihan Lokey, Inc. $ 1.39 $ 1.04 $ 4.05 $ 2.93

Revenues

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

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Expenses

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

U.S. GAAP Adjusted (Non-GAAP) *
Three Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Expenses:
Employee compensation and benefits $ 402,971 $ 324,039 $ 390,173 $ 314,345
% of Revenues 63.5 % 63.4 % 61.5 % 61.5 %
Non-compensation $ 95,355 $ 90,551 $ 83,002 $ 82,129
% of Revenues 15.0 % 17.7 % 13.1 % 16.1 %
Per full-time employee (1) $ 35 $ 34 $ 31 $ 31
Provision for income taxes $ 49,816 $ 31,772 $ 56,734 $ 36,584
% of Pre-tax income 34.3 % 31.0 % 33.3 % 30.3 %

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

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

U.S. GAAP Adjusted (Non-GAAP) *
Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Expenses:
Employee compensation and benefits $ 1,093,724 $ 884,064 $ 1,059,641 $ 857,278
% of Revenues 63.5 % 63.4 % 61.5 % 61.5 %
Non-compensation $ 266,931 $ 249,720 $ 244,211 $ 233,118
% of Revenues 15.5 % 17.9 % 14.2 % 16.7 %
Per full-time employee (1) $ 101 $ 95 $ 92 $ 88
Provision for income taxes $ 103,289 $ 73,276 $ 140,583 $ 92,412
% of Pre-tax income 27.1 % 26.9 % 32.0 % 29.3 %

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

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

Employee compensation and benefits expenses were $403 million for the third quarter ended December 31, 2024, compared with $324 million for the third quarter ended December 31, 2023. Adjusted employee compensation and benefits expenses were $390 million for the third quarter ended December 31, 2024, compared with $314 million for the third quarter ended December 31, 2023. This resulted in an adjusted compensation ratio of 61.5% for both the third quarter ended December 31, 2024 and the third quarter ended December 31, 2023. The increase in GAAP and adjusted employee compensation and benefits expenses was a result of an increase in revenues for the quarter when compared with the same quarter last year.

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

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

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Segment Reporting for the Third Fiscal Quarter

Corporate Finance

CF revenues were $422 million for the third quarter ended December 31, 2024, compared with $311 million for the third quarter ended December 31, 2023, representing an increase of 36%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for M&A and capital markets transactions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix, and does not represent a trend in the average fee on closed transactions.

Three Months Ended December 31, Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Corporate Finance
Revenues $ 421,602 $ 310,512 $ 1,114,047 $ 819,247
# of Managing Directors 238 219 238 219
# of Closed transactions (1) 170 117 417 329

Financial Restructuring

FR revenues were $131 million for the third quarter ended December 31, 2024, compared with $129 million for the third quarter ended December 31, 2023, representing an increase of 2%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a trend in the average fee on closed transactions.

Three Months Ended December 31, Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Financial Restructuring
Revenues $ 130,942 $ 128,565 $ 379,932 $ 366,603
# of Managing Directors 57 52 57 52
# of Closed transactions (1) 41 30 107 91

Financial and Valuation Advisory

FVA revenues were $82 million for the third quarter ended December 31, 2024, compared with $72 million for the third quarter ended December 31, 2023, representing an increase of 14%. Revenues increased due to an increase in the number of Fee Events and an increase in the average fee per Fee Event, driven by improvements in the M&A markets, which impacted one or more of the service lines within our FVA business.

Three Months Ended December 31, Nine Months Ended December 31,
($ in thousands) 2024 2023 2024 2023
Financial and Valuation Advisory
Revenues $ 81,884 $ 72,053 $ 229,015 $ 208,098
# of Managing Directors 42 41 42 41
# of Fee Events (1) 1,005 926 1,804 1,704

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

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Balance Sheet and Capital Allocation

The Board of Directors of the Company declared a regular quarterly cash dividend of $0.57 per share of Class A and Class B common stock. The dividend will be payable on March 15, 2025 to stockholders of record as of the close of business on March 3, 2025. As of December 31, 2024, the Company had $903 million of cash and cash equivalents and investment securities, and $66 million of other liabilities.

Investor Conference Call and Webcast

The Company will host a conference call and live webcast at 5:00 p.m. Eastern Time on Tuesday, January 28, 2025, to discuss its third quarter fiscal 2025 results. The number to call is 1-844-825-9789 (domestic) or 1-412-317-5180 (international). A live webcast will be available in the Investor Relations section of the Company’s website. A replay of the conference call will be available from January 28, 2025 through February 4, 2025, by dialing 1-844-512-2921 (domestic) or 1-412-317-6671 (international) and entering the passcode 10195795. A replay of the webcast will be archived and available on the Company’s website.

Forward-Looking Statements

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

Non-GAAP Financial Measures

Adjusted net income, total and on a per share basis, and certain adjusted items used to determine adjusted net income, are presented and discussed in this earnings press release and are non-GAAP measures that management believes, when presented together with comparable GAAP measures, are useful to investors in understanding the Company’s operating results. The adjusted items included in this earnings press release as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these adjusted amounts are not a measurement of financial performance or liquidity under GAAP and should not be considered as an alternative to the Company’s financial information determined under GAAP. For a description of the Company’s use of these adjusted items and a reconciliation with comparable GAAP items, see the section of this press release titled “Reconciliation of GAAP to Adjusted Financial Information.” Please refer to our financial statements, prepared in accordance with GAAP, for purposes of evaluating our financial condition, results of operations, and cash flows.

About Houlihan Lokey

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

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

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Contact Information

Investor Relations<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) December 31, 2024 March 31, 2024
Assets
Cash and cash equivalents $ 799,340 $ 721,235
Restricted cash 1,452 619
Investment securities 103,538 38,005
Accounts receivable, net of allowance for credit losses 166,687 199,630
Unbilled work in process, net of allowance for credit losses 202,716 192,012
Income taxes receivable 32,856
Deferred income taxes 83,428 90,064
Property and equipment, net 140,105 136,701
Operating lease right-of-use assets 355,937 344,024
Goodwill 1,280,304 1,127,497
Other intangible assets, net 222,113 197,439
Other assets 120,142 90,677
Total assets $ 3,475,762 $ 3,170,759
Liabilities and stockholders' equity
Liabilities:
Accrued salaries and bonuses $ 719,301 $ 726,031
Accounts payable and accrued expenses 123,129 114,171
Deferred income 40,500 33,139
Income taxes payable 5,501
Deferred income taxes 7,711 7,505
Operating lease liabilities 433,032 415,412
Other liabilities 66,047 37,751
Total liabilities 1,395,221 1,334,009
Stockholders' equity:
Class A common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 54,015,734 and 52,348,511 shares, respectively 54 52
Class B common stock, $0.001 par value. Authorized 1,000,000,000 shares; issued and outstanding 16,129,101 and 16,746,676 shares, respectively 16 17
Additional paid-in capital 851,854 739,870
Retained earnings 1,314,974 1,163,419
Accumulated other comprehensive loss (86,357) (66,608)
Total stockholders’ equity 2,080,541 1,836,750
Total liabilities and stockholders’ equity $ 3,475,762 $ 3,170,759

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

Three Months Ended December 31, Nine Months Ended December 31,
(In thousands, except share and per share data) 2024 2023 2024 2023
Revenues $ 634,428 $ 511,130 $ 1,722,994 $ 1,393,948
Operating expenses:
Employee compensation and benefits 390,173 314,345 1,059,641 857,278
Acquisition related compensation and benefits 12,798 9,694 34,083 26,786
Travel, meals, and entertainment 17,942 17,325 50,024 47,494
Rent 22,259 19,002 56,717 55,418
Depreciation and amortization 9,561 6,657 25,861 20,275
Information technology and communications 16,945 15,443 50,889 43,319
Professional fees 11,744 14,853 29,898 35,269
Other operating expenses 16,904 17,271 53,542 47,945
Total operating expenses 498,326 414,590 1,360,655 1,133,784
Operating income 136,102 96,540 362,339 260,164
Other income, net (9,016) (6,035) (18,741) (12,336)
Income before provision for income taxes 145,118 102,575 381,080 272,500
Provision for income taxes 49,816 31,772 103,289 73,276
Net income $ 95,302 $ 70,803 $ 277,791 $ 199,224
Weighted average shares of common stock outstanding:
Basic 65,831,122 64,411,668 65,563,605 64,258,216
Fully diluted 68,760,959 67,886,301 68,558,325 67,896,302
Earnings per share attributable to Houlihan Lokey, Inc.
Basic $ 1.45 $ 1.10 $ 4.24 $ 3.10
Fully diluted $ 1.39 $ 1.04 $ 4.05 $ 2.93

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HOULIHAN LOKEY, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO ADJUSTED FINANCIAL INFORMATION

(UNAUDITED)

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

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

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

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

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