Greetings, ladies and gentlemen. Thank you for standing by. Welcome to Houlihan Lokey’s Second Quarter Fiscal Year 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. Please note that this conference call is being recorded today, October 28, 2021. I will now turn the call over to Christopher Crain, Houlihan Lokey's General Counsel. Thank you, sir. You may begin.

Thank you, operator, and hello, everyone. By now, everyone should have access to our second quarter fiscal year 2022 earnings release, which can be found on the Houlihan Lokey website at www.hl.com in the Investor Relations section. Before we begin our formal remarks, we need to remind everyone that the discussion today will include forward-looking statements. These forward-looking statements, which are usually identified by use of words such as will, expect, anticipate, should or other similar phrases are not guarantees of future performance. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from what we expect, and therefore, you should exercise caution when interpreting and relying on them. We refer all of you to our recent SEC filings for a more detailed discussion of the risks that could impact our future operating results and financial condition. We encourage investors to review our regulatory filings, including the Form 10-Q for the quarter ended September 30, 2021, when it is filed with the SEC. During today's call, we will discuss non-GAAP financial measures, which we believe can be useful in evaluating the company's financial performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP. A reconciliation of these measures to the most directly comparable GAAP measures is available in our earnings release and our investor presentation on the hl.com website. Hosting the call today, we have Scott Beiser, Houlihan Lokey's Chief Executive Officer; and Lindsey Alley, Chief Financial Officer of the company. They will provide some opening remarks, and then we will open the call to questions. With that, I'll turn the call over to Scott.

Thank you, Christopher. Welcome, everyone, to our second quarter fiscal year 2022 earnings call. We are pleased to report another very strong quarter. We achieved $537 million in second quarter revenues up 95% from a year ago. This significant increase was driven by the ongoing robust business environment that we've experienced since the summer of 2020, and the comparison to a relatively weak second quarter last year, as a result of the pandemic. All three of our business segments performed very well. Corporate finance and financial and valuation advisory produced record quarterly results, and financial restructuring delivered solid results during a very challenging restructuring market environment. On the expense side, although we are starting to see some increases in travel and marketing costs consistent with increased business activity, we are maintaining an adjusted pre-tax margin of approximately 30%, which is well above pre-pandemic margins. For the second fiscal quarter of 2022, we reported $1.71 in adjusted earnings per share, up 128% from the same quarter last year. Our corporate finance business continues to operate at a record pace with trailing 12-month revenues over $1.2 billion. Activity levels remain strong with both corporate and sponsor clients, and all industry sectors are showing growth over previous years. All metrics regarding active number of engagements, estimated fees and pipeline visibility remain at record levels. Or non-U.S. business is performing quite well as we have seen the European M&A market stabilize and grow over the last few quarters. And finally, our capital markets business continues to be one of the fastest-growing components within our corporate finance business. Although, the momentum we have in our corporate finance business sees no signs of letting up, we recognize that the economy, stock market and global M&A activity has been in an upward cycle for nearly 12-years now.…

Thank you, Scott. Today I will do a quick review of HL’s second quarter, followed by comments about GCA and what to expect in the coming quarters. Revenues in corporate finance were $388 million for the quarter, up 259% when compared to the same quarter last year. We closed 134 transactions this quarter compared to 53 in the same period last year, and our average transaction fee on closed deals increased. The net restructuring revenues were $83 million for the quarter, a 34% decrease from the same quarter last year. We closed 20 transactions this quarter compared to 30 in the same period last year. And our average transaction fee on closed deals was relatively flat. In financial and valuation advisory, revenues were $66 million for the quarter, a 55% increase from the same period last year. We had 860 events during the quarter compared to 539 in the same period last year. Turning to expenses, OUR adjusted compensation expenses were $330 million for the second quarter, versus $175 million for the same period last year. Our only adjustment was for deferred retention payments related to certain acquisitions. Our adjusted compensation expense ratio was 61.5% for the quarter. Our adjusted non-compensation expenses were $43 million for the quarter versus $29 million for the same quarter last year, an increase of 51%. This resulted in an adjusted non-compensation expense ratio of 8.1% for the quarter, versus 10.4% in the same period last year. And for this quarter, we adjusted out of our non-compensation expenses $1.6 million in acquisition related amortization, and $1.6 million in acquisition related transaction costs, attributable to both the Baylor Klein acquisition which closed in July, and the GCA acquisition. We expect the bulk of the transaction costs for the GCA acquisition to be included in our third…

Thank you. [Operator Instructions] Our first question comes from the line of Devin Ryan with JMP Securities. Please proceed with your question.

Great. Very good afternoon, everyone. Obviously, terrific quarter here and your corporate finance stands out just the strength there. So I'd love to just dig in a little bit around the velocity of deals kind of moving through the system, how that's changing, if at all, are you seeing acceleration? And then I know you don't like to give too much specifics on the pipeline. But are you replacing the pipeline after what was obviously, a great quarter? Any other context you can give us just around how the pipeline is progressing today relative to maybe heading into last quarter or even the beginning of the year?

Hey, Devin, pipeline is still very solid, we're still seeing growth in almost all the metrics in terms of new business coming in, kind of size of deals that we're working on, potential for closings. I think it's been a continuation of a growth in that particular product line that we've really seen for probably four or five rolling quarters at this point. And when we had a very strong quarter, we're still sitting with a large amount of activity to continue to work on.

And I think with respect to velocity, I'm not sure there's been any notable change in how quickly deals are moving through the system. I mean, just assume that that velocity has been consistent since sort of the pandemic changed.

Okay, terrific. And then just kind of moving over to the structuring business and great to see the big win in China as you referenced. Are you seeing spillover from that? Like, is there direct new opportunities coming from that? I know you're excited about the kind of longer term positioning and obviously this will be a marquee event to be involved in. But is there actual kind of activity, maybe that that's being driven as a result coming off the heels of this, that there could actually be a meaningful kind of uptick in activity in that region in the intermediate-term here?

Taking a step back, we've been out in the region for close to probably two decades now, and we've had other very sizable mandates in that area. So this isn't like the first one that we've ever had. It's probably the most sizeable and notable one just in today's current marketplace, which I think continues to help with the brand and reputation. And I think we believe that there's quite a bit of increased opportunity in the Asia Pacific area. And we've been a dominant player out there in restructuring and obviously getting engaged on a project like that just continues to help us, continue to hopefully build market share out there.

If I could just squeeze one more quick one in here. So just on the GCA commentary, Lindsey, thanks for the update. I mean, if I take kind of components of comp ratio over time, and then non-comp it sounds like it's going to take a bit of time. But effectively, you're saying that you think you can get GCA’s margins up toward Houlihan Lokey’s margins, which would be a meaningful kind of margin improvement for that. I just want to make sure I caught that. And is there a timeframe on the non-comps, where you feel like you can kind of push that forward?

Yeah, I mean, I can't answer your question of the non-comp. I mean, we want to make sure that the integration is done very deliberately. And so that it is non-disruptive as it can be to the bankers at GCA. So I think we're going to take as long as we need to make that happen effectively. I think with respect to compensation, I think you heard me correctly, expectations are that from a compensation ratio standpoint, we'll be able to bring them to our kind of traditional ranges and kind of how we traditionally have operated fairly quickly as early as next quarter. But the non-compensation will take a while, and no specific yet as to how long it will take.

Understood. Okay, great. Thanks for taking my questions.

Thanks, Devin.

Thank you. Our next question comes from the line of Ken Worthington with JP Morgan. Please proceed with your question.

Hi, good afternoon. Just following up on GCA, is it possible to give us a sense of the revenue and the margins for GCA in the September quarter? And if it is, how does GCA’s relative backlog sort of look compared to what you would see as Houlihan’s corporate finance business backlog? Does it seem to be at all comparable? Is it better? Is it worse? How do we sort of compare the outlooks for those two businesses in the near-term?

So, Ken, we have decided not to disclose specifics around GCA for the September quarter. And with respect to backlog, I think we're going to stay away from the two separate firms backlogs. I will only tell you that GCA momentum in their business is very significant similar to the Houlihan Lokey momentum in our business. But in terms of pipelines, I think Scott's comments you can think about on a consolidated basis.

Okay. And then, as you think about integrating GCA, and I hear your comments, it takes one to two years, what do you see is sort of the most critical synergies to the deal success? And, if you can give us sort of how you think of moving forward to put the -- I don't know, I'm going to call it the infrastructure in place, so that you can deliver on those sort of critical synergies?

From a banker perspective what we're really looking to do, as people both in their organization, ours sometimes view themselves along industry sectors, sometimes along product, sometimes along geography is to get them to meet the relevant people and our organization and vice versa. And that's why we've had numerous get together welcome events, retreats, whatever you want to call it. And so we're already kind of assembled along combined industry sectors, combined the geographies, combined products so that everybody can get introduced to the capabilities that on a pro forma basis exists. That will enable us to pursue, we believe, more pieces of business to be able to put collectively better people on projects to get hired and execute with better results. So, all of that is dictated from a timing standpoint is how quickly can you get people to get to know the capabilities of everyone else. The classical integration costs are much more back office oriented, when you deal with different platforms, whether that's a CRM or an EPR system, or obviously, people have different kinds of policies and procedures. So really, it's trying to get people on the banker side to as quickly as possible, get it understand and know their colleagues and know where via an email, via call, via zoom, how can they get to the right person. And I think we're on target in our minds on how this happens, but it doesn't happen overnight. And that's what we say, can take a couple quarters a year or two, to really get everybody up to what we'll call a mature level.

And Ken, just one thing I'll add that's different about this transaction, historically, and you've heard us say this, we have acquired much smaller companies. And the premise is that we can drive productivity of the bankers that we acquire, by having a larger platform and being able to aim higher in terms of average transaction size and fee. I think here, it actually works both ways. GCA is I think, well established in technology. And we fully expect there to be productivity improvements at the HL level, particularly around bankers that are tangential to the technology space. And so not only do we think we larger platform can help with respect to GCA, but we think GCA’s size and their depth of expertise, particularly around the technology space is going to be beneficial to a quite a number of our bankers that kind of work in and around technology, but have never had that size of the core technology practice the GCA has,

And is language a barrier here to success? And if language is, how do you sort of bridge that communication between both sides? Are you using technology to do that? What's the sort of answer there?

Vast majority are overwhelmingly, all of the bankers do speak either English as their first language or good enough English, that doesn't English, it doesn't become a significant barrier. There are tools through zoom and other things that you can also use there. But, we've operated in most of these countries anyways. GCA, in and of itself, was a very geographically spread out organization with major presence in Europe, North America and Asia. So I don't think this is a brand new issue for either the historical Houlihan Lokey folks, or the historical GCA folks.

Great. Thank you.

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

Good afternoon. So you have one of the best sponsor franchises out there and that's clearly one of the best performing areas both the M&A market as well as for FVA. Could you help us understand how much of the business this quarter was driven by sponsors? And I think could be very informative, if you could just touch on how your relationships with sponsors drive sticky repeat business?

So, we've always said approximately about 50% or so of our businesses are touched by sponsors. And when we mean sponsors, we mean private equity, hedge funds, family offices, sovereign wealth funds, so it's a broad definition in our mind of sponsors. Sometimes they are the controlling influential parties, and sometimes they're a much more minority party. And it happens in all of our product lines. They're big sellers of businesses, buyers of our businesses, they sit on creditors committees and part of the restructuring franchise. They provide a lot of opportunities, and we'll do a variety of valuation of work for them. Our goal is to cover as many of those sponsors as we think are relevant, and we can be helpful to, so we're always looking to increase the number of sponsors that we cover, and to look to increase the incremental amount of services that we can provide to the sponsor community, and has been noted by many organizations like yours and others is the sponsor community has been very active in deal making and transactional oriented issues, especially over the last year. And we've continued to I think, expand our presence with them, which has clearly helped our financial results as well over the last couple quarters and arguably really the last decade or two.

Okay. And then FVA, obviously saw record results again. I guess the question is whether this is a run rate you expect to be able to continue, and perhaps accelerate from whether there was some seasonality in the results and sort of the outlook going forward?

So, I think we've always felt, at least on a consolidated basis, we do have some level of seasonality. You typically have seen our fiscal third and fourth quarter, generally better in our fiscal first and second quarter. And to some degree, FVA also has some of that seasonality. What has been very positive in our minds, and I mentioned it in my comments, literally, it's been over the last, I think, five quarters that every single quarter, ignoring seasonality it continued to grow and do better. I think, they've got a great business profile at this point. I won't tell you that they'll never hit some seasonality issues here. But the business feels like it's got a lot of momentum that it can continue to grow from where it's at today.

Okay. Thank you.

Thank you. Our next question comes from the line of Manan Gosalia with Morgan Stanley. Please proceed with your question.

Hi, good afternoon. Appreciate all the detail on GCA which are very helpful. Are there any synergies on the restructuring or the valuation side? So for instance, can you use the GCA relationships and corporate finance on the valuation side, or maybe their geographic reach for restructuring?

Yeah, we think the addition of the GCA bankers -- well, primarily, we think of them in on the corporate finance side, but they're also going to be helpful on the restructuring and the FVA side. On one hand, we clearly have far more presence than we ever did in Asia, which they weren't really historically at all focused in restructuring, they now have some connectivity, relationships, and we can bring the skillsets. Same thing will happen in parts of Europe that we don't cover. They additionally have relationships, they've never focused at the same level we have on valuations, they'll do a little bit of valuation work, but not to the same brush that we have. And so, we think kind of the added number of bankers in areas of new geographies as well as in deeper strengths on the different industry sectors that they participate in, is going to drive some revenue synergies to this two other businesses, I mentioned as well.

Great. Thank you. And maybe you can comment on how do you see the supply chain issues and inflation impacting the activity? Is it perhaps driving some companies to pause and see how things turn out? Or are more companies looking at vertical integration to ensure that they're better prepared for the future? And is it perhaps maybe also impacting conversations on the restructuring side?

So, I'll take the restriction side first, I think these supply chain issues, which are more critically and negatively impacting business is starting to increase dialogue on the restructuring side. Whether these supply chain issues will last long enough may tip some companies into true distress, too early to tell. On the otherwise core M&A practice, there's always something in whether it's concerns about interest rate, changes in taxes, supply chain, the pandemic, political change, there's always things out there that become topical to either the C suite or the financial sponsors. Sometimes it causes them to accelerate transaction, sometimes it causes them to delay. Right now, I'd say it's clearly a topic, but it's not overwhelmingly driving at least our client base to need to want to do something quicker, or conversely, that it's meaningfully slowing down the prospects of completing a deal. It's a topic out there, but at this point, I wouldn't tell you that it's hugely financially impacting positive or negative our client base.

Great. Thanks for taking my questions.

Thank you. Our next question comes from the line of Michael Brown with KBW. Please proceed with your question.

Great. Thank you. Hey, Scott and Lindsey. I was hoping to ask a little bit about the restructuring market in China. And when you think about M&A, I think Asia typically has the lowest fee rates. Is restructuring kind of immune to those trends, just given the nature of the advice there they kind of have similar fee rates as the U.S. market? And then do the mandates there have a similar fee structure in terms of the timing, in terms of it being mainly a success fee?

Well, the answer to both is, there are far fewer transactions in China and restructuring than in any other markets. It's hard to take the handful of restructuring mandates that have occurred in China and say that there is a trend or even a market. Having said that, the answer to your second question is what we have experienced is it's similar, it's monthly retainers, and the vast majority of it is in success, depending on how long the transaction goes on for. And I think it's hard to comment on whether the fees are lower on average than Europe or the U.S., simply because we don't have enough data points. But, look, our restructuring bankers are disciplined in their fee approach, and we're going to take on transactions that we think are profitable. So it's certainly not one of these situations where we're willing to drop significantly with respect to our fees just to win a deal. We just don't think our restructuring bankers are going to do that.

Okay, great. That makes sense. And I appreciate all the commentary on GCA. Maybe just one more for me there. So historically, you've managed to keep your share count flat to down, at least prior to the capital raise last year. Once GCA is fully integrated, including the retention and this year’s compensation, is that still the right way to think about your share count longer-term, of course, obviously, depending any other potential acquisitions that could impact it?

I think it's going to depend on what the cash flow generation looks like for us and the opportunities for acquisitions in the future. I think that this is a large acquisition and may take a while to integrate. But we still have a pipeline of transactions we're looking at. And so part of its going to depend on when we do the next acquisition, because historically, acquisitions have been a nice way for us to maintain a relatively small amount of excess cash, because we think we can deploy it very profitably to our shareholders. If we have a long pause around integration, then you will likely see the result being increased share buybacks. And so, you might see a trend back down to kind of a flattening or flattish to where we were when we went public. Having said that, if there's some wonderful acquisition opportunities out there in the next two to three years, we'd rather put money towards those acquisitions if we think they're strategically smart acquisitions, and they're accretive to our shareholders versus doing share buybacks. So part of it's going to depend on opportunities over the next two to three years in terms of where we deploy cash.

That makes sense. Thank you, Lindsey. I’ll leave it there.

Thank you. Our next question comes from the line of Steven Chubak with Wolfe Research. Please proceed with your question.

Hey guys, this is [indiscernible]. I was hoping…

Steven, we’re having a hard time hearing you. Can you maybe get closer to your mic or speak a little louder?

Sorry, apologies.

Got it. That’s better.

Sorry, guys. So the past couple quarters, you've seen a pretty substantial increase in the per deal. I was hoping you can unpack a bit what has driven that uptick? Is it reflective of an effort to move up in terms of deal size? Or is it impacted by the elevated level of demand for advisory services across the industry? Just trying to get a sense for how sustainable the current level is moving forward.

So this has been going on for at least the last decade or two in our organization, and I don't think this is a one quarter or one year phenomenon. But almost every single year, the average size of the company we're doing work for increases. The fees that we're getting what are somewhat tied to the size increase. Of recent note, the close rate has been increasing and allows you to have increased productivity. I think the talents of the banker pool that we have, considering the long maturity of many of our bankers, they're more talented today as a group than they were three years ago, five years ago, et cetera. Clearly, yes, we're in a positive M&A marketplace that helps, asset prices are rising, et cetera. But it's a combination of all of those pieces I mentioned. And even if they're small percentage increases by themselves, once you start multiplying them together, you do get increased productivity. And this is something we have been constantly working on, like I said, for the last decade or two. I believe we have certain processes to continue to make that grow. Some of its clearly helped by the market and a lot of it is, I think the tactical decisions and how we go about procuring and executing business.

That's great color. Thanks. As for my follow-up, I know you mentioned in the prepared remarks that restructuring activity is running at similar levels to pre-pandemic. And in prior quarters, you sort of guided this sort of a range of between call it 2017 and 2020 levels, and 2022. I was just wondering how you're thinking around the potential floor for revenues has evolved given activity in the U.S. has remained fairly depressed, while we've obviously also seen acceleration activity in China? Just trying to think of where next year -- where we should think -- how we should think about the run rate-ish level heading into next year?

Two ways to think about it. Under our definition of pre-pandemic, and you can look at our historical results, and I'm rounding, but we've been somewhere probably between $300 million and $350 million of historical annual restructuring revenues. The next comment I would make is, in every single cycle we've ever seen, going back probably three plus decades, each trough is higher than the previous trough, and each peak has been higher than the previous peak. So I'm not sure we sit there with a crystal ball and therefore tell you here's exactly where the new trough will be. And it can always be skewed by a quarter or two maybe a year or two. But the market is growing, the number of companies that have significant amount of leveraged debt is much greater today than it was several years ago, spread across the globe. We are clearly at historically low default rates. So whatever, which will eventually increase that default rate, there's just more business out there for ourselves and our peers, eventually to do incremental restructuring work. None of us are per se in control of our exact timing destiny here, but I would walk away from my comments of the market is bigger, it's just going to probably still take some time before that creates incremental revenue streams for us.

Great. Thanks for taking my questions.

Thank you. Our next question comes from the line of Jeff Harte with Piper Sandler. Please proceed with your question.

Good afternoon, guys. Well, a lot of the questions have been hit, but one I'm still looking at. When we look at MD productivity at GCA versus Houlihan Lokey, I mean, at least from what we can calculate, it looks to be quite a bit lower there than it is for you guys. How does this compare to your experience with previous acquisitions? I mean, should we think of GCA as kind of MD productivity moving toward yours? And if that's the case, what's really the key to driving that?

First of all, I think we've always looked at whether we're hiring or acquiring small or big is, can we buy a business that will produce profitable results. So, you're effectively looking at the flexibility of what you pay everybody versus what they produce. And we tend not to get as hung up as others on peer revenues per employee revenues per MD or whatever metrics that everybody uses, our first comment. And the second comment is, we have historically seen in almost every single transaction that we've done, over a reasonably short period of time, but I'd call that a couple years, the productivity of bankers that we acquire clearly increases so that it becomes I'll call it almost blended from what historically Houlihan Lokey has done. That's a combination of an enhanced platform for which everybody to sell off of, we add financial sponsor activity and skills and connections they didn't have before. We may add incremental geographies, we add multiple product lines, availability in depth into incremental industries. So, all of that does produce higher revenues per whatever metric you want to use. And while your comment and question up front is accurate, historically, they've had lower revenues per head. They're in some slightly different businesses in some slightly different geographies. And we clearly expect it will continue to grow and improve like we've seen with other transactions.

Okay. Thanks. And I guess finally, looking at kind of cash level that I guess, ultimately to try and get it the potential for buybacks with GCA, cash being spent there. The increase in the authorization $200 million to 250 million, I mean, should we be just thinking of that as a reloading so you can use it over time? Or is that maybe messaging something? Because when I'm looking at the cash you have on the balance sheet now versus what you're paying out, it seems like the cash position is looking stronger than at least we thought it was. Could it be looking after you pay off for GCA?

I think, I would just take it as a reloading, and we ended up doing it last quarter that it happened during our board meeting last quarter, which occurred this quarter. So it was kind of in the ordinary course we took a look at it relative to our year-end and we just reloaded.

Okay. Thank you.

Thank you. Ladies and gentlemen, at this time, there are no further questions. I would like to turn the floor back to management for closing comments.

I want to thank you all for participating in our second quarter fiscal year 2022 earnings call, and we look forward to updating everyone on our progress when we discuss our third quarter results for fiscal 2022, this coming winter.

Thank you. Ladies and gentlemen, this concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.