Good day ladies and gentlemen. Thank you for standing by. Welcome to the Houlihan Lokey's Third Quarter Fiscal Year 2024 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, February 1, 2024. I will now turn the call over to the company.

Thank you, operator and hello, everyone. By now, you should all have access to our third quarter fiscal year 2024 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 the 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 December 31, 2023, 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 third quarter fiscal 2024 earnings call. We ended the quarter with revenues of $511 million and adjusted earnings per share of $1.22. Revenues were up 12% and adjusted earnings per share were up 7% compared to the same quarter last year. Our third fiscal quarter produced our first $500 million revenue quarter in 2 years. We’ve now reported two consecutive quarters in revenue increases with a 9% increase in our third fiscal quarter when compared to our second fiscal quarter. All three business segments reported their highest quarterly results for the fiscal year and all three businesses into our fourth fiscal quarter with continued momentum. This quarter we closed our previously announced acquisition of 7 Mile Advisors, an IT services business investment banking firm, adding four new MDs to our corporate finance business. We also announced the pending acquisition of Triago, a private funds investment banking firm. Upon the completion of this acquisition, we believe our private funds group will be one of the few platforms with a fully integrated advisory business offering clients primary, secondary, direct, GP advisory services on a global basis. In addition to these acquisitions, we hired four new Managing Directors in our Corporate Finance, in Financial and Valuation Advisory business this quarter. Our corporate finance business produced $311 million in revenues for the quarter. New business activity remains strong, while the overall confidence of our Managing Directors in closing, active engagement and attracting new business continues to improve as we enter a new calendar year. While the M&A market has shown signs of steady improvements for several months, we believe that we are still well below what would be considered normal market conditions. Consequently, we expect to see continued steady improvement in our corporate finance business throughout the…

Thank you, Scott. Revenues in corporate finance were $311 million for the quarter, up 6% when compared to the same quarter last year. We closed 117 transactions this quarter, compared to 125 in the same period last year. Although our transaction count decreased, our average transaction fee was higher for the quarter versus the same quarter last year. Financial restructuring revenues were $129 million for the quarter, 30% increase versus the same period last year. We closed 30 transactions in the quarter compared to 28 in the same period last year, and our average transaction fee on closed deals increased. In financial evaluation advisory, revenues were $72 million for the quarter, a 9% increase from the same period last year. We had 926 fee events during the quarter compared to 876 in the same period last year. Turning to expenses. Our adjusted compensation expenses were $314 million for the quarter versus $281 million for the same quarter last year. Our only adjustment was $9.7 million for deferred retention payments related to certain acquisitions. Our adjusted compensation expense ratio for the third quarter in both fiscal 2024 and fiscal 2023 was 61.5%. We do expect to maintain our long-term target of 61.5% for our adjusted compensation expense ratio. Our adjusted non-compensation expenses were $82 million for the quarter, an increase of $10 million over the same period last year. This resulted in an adjusted non-compensation expense ratio of 16.1% for the quarter, compared to an adjusted non-compensation expense ratio of 15.9% for the same quarter last year. On a per employee basis, our adjusted non-compensation expense was $31,000 this quarter versus $29,000 for the same quarter last year. We typically see some seasonality in our adjusted non-compensation expenses with the second half modestly higher than the first half. We expect that…

[Operator Instructions] And our first question comes from the line of Ken Worthington with JPMorgan. Please proceed with your question.

Hi, good afternoon. Thanks for taking the questions. Maybe first on restructuring. The MD count I think fell from 60 to 52 this quarter. It's not a decline, I think we've seen since you've been a public company, and assuming my data is correct what sort of happened here?

We took a number of our people that were in what I'll call our oil and gas industry sector, which historically was built through doing restructuring and think back through the distress that oil and gas had over the years. And today that group of people we believe are doing far more work on the healthy environment than on the distressed environment. So we move those people under the category of corporate finance. So it was not departures of people leaving the firm, it was really just an internal shift of categorizing these people focusing at this juncture more on corporate finance activities and financial restructuring activities.

And just to follow-up on that, there were a total of eight MDs and the revenues don't change. This is just a movement of personnel, the revenue profile and restructuring versus corporate finance will be booked in the areas going forward in which the work is performed.

Okay, awesome. You've got the follow-up question there. Okay. For my other follow-up in terms of financing, it sounds like the syndicated loan market at least in the U.S is open back up. What are you hearing and seeing in terms of deal financings? I guess, both for smaller companies or smaller deals and larger deals? And then talk to us sort of U.S versus non U.S? If I'm right, we are seeing an improvement in financing. Is it sort of proportional throughout different geographies? Or is it improving more so or less so in any particular region?

So a couple of responses to your question. One we've seen for at least several quarters, I think more of an open market for mid market size transactions in the larger syndicated deals. So part of it is a size issue. I do also think that probably the U.S is leading the way, it's still has a healthier economy, a much broader based capital environment than in Europe or parts of Asia. So I'd say we do see some increased strengths in the U.S versus Europe or some of the other places, but things are opening up slowly, but surely at an increased pace, I'd say month-by-month and quarter-by-quarter, at least during calendar 2023.

Okay. Right. Those are my two. Thank you very much.

Thanks, Ken.

Thank you. Our next question comes from the line of Devin Ryan with JMP Securities. Please proceed with your question.

Hi, Scott and Lindsey. This is Alex Jenkins stepping in for Devin. Appreciate you guys taking my question. I guess just to start on sponsors, they've been really absent from the market for the last calendar year, had their slowest year of announcements, I think since 2013. So what is the tone that you're getting from sponsors right now, and how's that compared to the tone from your corporate clients?

You're correct, obviously, in the total number of percentage importance of financials, sponsors versus strategics has weighed more towards the strategic end during this tougher time period. We are seeing more activity in financial sponsors, I would say a couple of things are happening. One is interest rates have come down a bit, spreads have tightened up a bit. I think each and every month or quarter that there has been some if you might, I guess hibernation, private equity activity. They do run into eventual timelines for a variety of reasons that will get them to start considering doing transactions and we've continued to see more dialogue. We're still finding the timeframe from conversations to getting hired to getting closed is still longer than what might -- we might say has been normal over the last decade. But the financial sponsor business environment has been increasing over the last several quarters.

Okay, great. Thank you for that color. And then just one follow-up. You kind of touched on this in your prepared remarks on the M&A side. Are you seeing a lot of pent-up activity starting to move forward which could in theory create like a coral spring for business? Or do you see a recovery as more of a slow build, even if conditions remain favorable? Thank you.

The answer probably somewhere in between. I don't think we're in a coiled spring, where there's a lot of pent-up demand that for some variety of reasons needed gets accomplished in the short-term basis. But I'd say things are building at an increasing pace. We still do not think we're at as we described at a normal level. And then [indiscernible] show eventually you'll go to something that is more robust than a normal level and then you swing back downwards once again. And so things have been improving. I'm not sure I would use the word exactly slow, but it's not a coiled spring ready to pounce, and we don't expect to see what we saw probably from summer of 2020 all the way through calendar 2021.

Okay. Thank you guys. Appreciate it.

Thanks, Alex.

Thank you. Our next question comes from the line of Brennan Hawken with UBS. Please proceed with your question.

Hi. Thanks for taking my questions. So it looks like as far as corporate finance goes, and you guys had been in this sort of revenue range of about 250 to 300, this quarter came in a little better than that. And we -- it seems as though the commentary around the outlook seems to be improving, so are we at a place where we, as long as the environment remains constructive, we can begin to start thinking about how to grow and what a growth trajectory would look like within corporate finance, or is it too early to be calling that?

What we'd say is, we're in step one, which is to get back to normal levels, which is to increase the number of opportunities per banker, increase the percentage of deals that close and shrink the time to close. We think there are more tailwinds and headwinds to make that happen. So we do think it's in a growing and escalating environment. I think the question we would have is really the speed that it will take to get to normal and what does that trajectory look like, but we do think we're operating at a more buoyant level than we were last couple of quarters last year or two.

Got it. Thank you very much for that. And then, when we think about previously, you guys had indicated that the MD headcount, I believe was expected to be pretty stable in the fiscal year within Corp Fin. Did that expectation for stability include the expectation of those five, oil, energy bankers moving into corporate finance? Or is that exclusive of that recategorization?

I’m not sure we sliced it that specific, when we mentioned this maybe a couple of quarters ago. I mean, we have approximately 220 client facing bankers in corporate finance and the way we count it. And I think what we've said is, we always plan to do some acquisitions, that we don't control the timing of those. I think we believe we've been in a normal hiring environment, we have not massively increased amount of hiring, nor slowed down our hiring. And then we have a, I would call it a normal, but still relatively small percentage of departures for a variety of reasons. And based upon all that, we didn't think there would be much change in our headcount in corporate finance at least through fiscal '24. And I think that's going to pan out and -- but what we have been talking about the potential move of the oil and gas team internally for a while, like I said, I don't have a specific thought and said, when we really penciled stuff out a couple quarters ago where we included or not, including, I'd say, ultimately, the eight people that Lindsey mentioned, is still kind of just a rounding percentage in the totality of corporate finances size.

Okay. So what I'm trying to nitpick there, just curious. Thanks for taking the questions.

Thanks, Brennan.

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

Good afternoon. This is Brendan O'Brien filling in for Steven. So I guess to start just on the restructuring outlook. The commentary there was similar to what we've been hearing from some of your peers. But I just want to get a sense as to whether you would expect rate cuts and any material impact on activity levels. And also, if you could provide some color on whether or not you're seeing more activity on the liability management or traditional restructuring side at the moment, that'd be great.

I'll take the first part, and Lindsey can take the second. All things being equal, as the economy gets better and better and as interest rates go down, et cetera, it will have some slow down in the restructuring business. Having said that, we still think we're probably playing a bit of catch up for things that did not run into some level of financial distress due to a governmental intervention over the last several years. And the difference today is, while the financing marketplaces are opening up more, and people are able to do some refinancings, a lot of these companies are still going to be refinancing at much higher interest rates. So it doesn't necessarily solve their problem and that's why we think we will be at kind of a elevated level for some time period and this is not a typical call it crisis mode, where you see substantial shrinkage in EBITDA. This is less about company's financial performance deteriorating completely, and it's more about a balance sheet problem. It's still going to take some while to fix for many companies.

And I think with respect to liability management, given the characteristics of the economy that have been in place since early 2022, liability management continues to play an important role in our restructuring business, and expect that to continue for the foreseeable future. It's a relatively long runway, though the maturity walls are out long enough that companies have time to have those discussions early on versus a scenario like what we saw in COVID or in the great recession where there was a crisis and it resulted in sort of an immediate impact on the economy. So just given these characteristics, liability management has and will continue to play an important role.

That’s great color. Thank you. And I guess for my follow-up, I just wanted to touch on the Triago acquisition. Given it didn't meet the materiality threshold for disclosure, it doesn't feel like it'll have a significant impact on revenues in the near-term. However, it does seem like you could realize significant synergies once it's plugged into your sponsor coverage platform. So I just want to get a sense as to how quickly you believe this business become -- could become a meaningful contributor to your revenues, and what the growth opportunity is there?

Well, we've always felt that we'll call on the private finance side, it's an important part of what we can do for our clients. We recognize it's a global business, we recognize their different components in advising GPs at times and LPs at times, and as we call it directs, et cetera. And we think we had certain strengths in some of those categories, but not enough of them. And so really, I'd say what we already had, we're -- will be adding in some acquisitions and some hirings that we've done. We think we will have a much larger platform, and will continue to be a growing part of really the whole capital provisioning to clients for different reasons. And as you'd mentioned, a very good connecting point with our financial sponsor coverage efforts since we really know hundreds and hundreds of GPs and LPs. We think there's a decent amount of work that we can do over the coming years.

Okay. Thank you for taking my questions.

Thanks, Brendan.

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

Thanks, Scott, and Lindsey for taking my questions. Maybe you could just speak to quickly what you see as the key risks at this point to the M&A recovery for 2024. I thought it would just be useful given there's so much good news here to get your perspective on that.

So I'd start with a comment that we do see more local positive news than potential [indiscernible] news going forward. But a couple that I point out that we have no control over what the impact might be. First, I would talk about just the geopolitical environment out there, and specifically the two wars going on in Europe and the Middle East and where they go, and if they expand and what impact that could have on other parts of the economy would be point one I had mentioned. I think point two, is as we get closer and closer to the U.S elections, and there's always uncertainty regarding elections, and regardless of how it goes, you will likely have some clientele that will just want to wait to see the outcome before they might do things. I don't think that's impacting business yet. I suspect as we get closer to summertime, we'll get a better feel before. And the third thing I'd mentioned as well, we do believe interest rates, at least for the moment have hit their peak and are going to head downward at some level. We are not expecting [indiscernible] client base that they're going back down to zero or close to zero, so we will be living in a higher interest rate environment than we've seen over, call it the last 10 years. But you might argue it's an interest rate environment that for those of us who've been in the business for 10, 20, 30 years, it's probably more akin to what we've seen. Those would be a couple things I would mention.

Okay. That's really helpful. Thanks, Scott. Just real one for you, Lindsey, just on the non-comp expenses. You did talk about how they should remain higher in the second half of the fiscal year. Maybe you could just speak to the longer term outlook for those, should we expect them to continue to rise into subsequent fiscal years?

I mean, the quick answer is yes. We continue to experience inflation across the major categories, rent, TM&E, professional fees. I don't think that's going away. I do believe you might see a bit more measured increases next year. We did have quite a bit of increase in rent this year. As I think we've mentioned on previous calls, we had a little bit of a perfect storm in terms of movement of offices and investments and rent. And so you saw some significant pressure there. You continue to see a little bit of pressure on TM&E on the return to work kind of as a hangover from COVID. But you should expect to see it, I'd say probably closer to inflation versus significant growth. But, yes, we do expect to see some increases in non-comp next year. And I think next quarter, I'll probably give us a little bit more insight on what our fiscal '25 might look like.

Okay, that makes a lot of sense. Thanks a lot.

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

Hey, thanks for taking my question. So I thought the comment earlier was interesting around one of the levers to normalize M&A volumes being shrinking the time to close and we've been hearing about lags and time to close from the peer group. So wondering if you could give more color there. How do you shrink the time to close? And are you seeing any signs that those lags are mitigating at all?

I think most of the timeframe has to do with outside forces, not necessarily inside what bankers can do. Ultimately, the more robust an auction is, so you have more buyers than sellers at the moment are more potential lenders than borrowers and some fear or concern that if you don't close or you don't have the winning bid, or you don't provide the right kind of capital structure, that opportunity may get taken away from you to a competitor. And I think we've talked about this for quite some time, that in the -- I guess truly go-go [ph] days of calendar 2021, it was much more of a seller's market and much more of a borrowers market, it then clearly flipped in 2022 and 2023, or more probably a buyer's market and a lenders market, it has gotten more balanced, but not to a point where I'd say that it's flipped to the seller side and a borrower side. And when that happens, you will start to see timeframes shrink once again.

Do you feel like that's more of a midsized deal phenomenon?

It's both. I mean, we don't have the issue of some very large mega cap deals that also run into regulations and antitrust, et cetera. So I wouldn't call it in our case, it's not governmental issues that are slowing things down. I think it's more just bid ask spreads, buyer seller mindsets that's caused kind of the timeframes to get a little longer than what we had seen over the last couple [ph] of decades.

Thank you.

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

Okay, great. Thank you for taking my questions. I guess, I'd like to put a little finer point on the restructuring side of the business. So the fiscal third quarter was, as you said, I think the second strongest since COVID. And it sounds like there's a number of reasons that the restructuring activity will be elevated here for some time. But I guess as I think about the revenue opportunity versus the fiscal third quarter, is it fair to assume that can be kind of a floor near-term? Obviously, it's episodic, as you mentioned, but I guess on an average over the next year or so is that the right way to think about the potential for that business?

A couple of comments. I think we've said for the last probably at least a year, don't view this restructuring cycle as something that we're going to substantially increase revenues and then watch them substantially decrease. But look at this as a much more modest increase, but staying higher for a longer period of time. We did comment today relative to where we were probably a quarter ago, where last quarter we had noticed some softness in new business on the U.S side, that is no longer the case. So kind of new businesses really across the globe seems to be -- on the -- still strong heavy robust side and expect that it will continue to last for a while. So I think we kind of look at the levels that we've been at and recognizing this business has more quarterly volatility due to certain size transactions can cause that number to go up or down in the third quarter. But it feels like where we've been running for the last couple quarters is the expected level for several more quarters.

Yes. And so another way to say it is kind of take our year-to-date and divided by three quarters and to get that as a proxy, but recognizing that and we've said this before, it's a lumpy business. So you have some quarters like this one, where you exceed that number and in some quarters, like last one where you're below it. But that's a pretty good way to think about how to model it.

Okay, great. Thank you. Lindsey, just maybe a quick question for you on the expense side. I know it's probably a little too early to know, but you mentioned this project. So any way to size the potential benefit of that once it is completed?

Yes, I mean, we've obviously done some internal work on sort of what the cost savings are. I'm not going to give you a number, but I'll kind of just walk you through a couple of obvious ones. We're moving from roughly 50 legal entities, more than that to roughly 25. So we're cutting our legal entities in half. And with almost every legal entity, we have accounting costs, we have tax costs, we have just third-party compliance costs, and you add all that up, and it starts to become a decent number. So there are some real savings there. They're kind of built into our thinking. I think are they going to be material enough for you to model them? No. But they are certainly material enough to justify the expense. And so that's probably the best way to think about it.

And I'd add, Lindsey, described kind of third-party costs that we will not have to incur. There's also a decent amount of time that people in our accounting department and our legal department and our compliance department, and our HR department, you just -- you have to deal with all these different entities, albeit when we go to the marketplace, we're not working in that mindset as we think about three core business segments, industry groups, geographies, et cetera. We think we'll be able to streamline to some of the efforts that we're doing with existing employees as well. So I think we just got to a point, we've made so many acquisitions over the years. We need to start more rationalizing and whittling it down and we'll probably be a little more cognizant to thinking about that every time we make an another acquisition, and especially if it's an acquisition outside of the United States, it just seems to always carry another entity that we'd like to ultimately be able to consolidate into an entity that we already have.

Okay, great. Well, thank you. It sounds like a very onerous task, and good luck. Thank you for taking my questions.

Thank you. Maybe Solo was our ultimate objective. Could we get it down to one, but we'll never get it [indiscernible] entity.

Thank you. Our next question comes from the line of Jim Mitchell with Seaport Global. Please proceed with your question.

Hey, good afternoon. Maybe you should call the project multiple. Maybe, it seems like you made a pretty significant hire in private credit, the Head of Private Credit at Morgan Stanley. So just how -- is that bringing on new capabilities in that space and it just may be more broadly, given the totality of what you're doing there? How are you thinking of the opportunity set in growth?

First of all, I can give you a good broad perspective of Houlihan Lokey and I think with just our ongoing growth and success and brand recognition allows us to attract and retain certain quality people that we probably would have never been able to attract and retain 3 years ago, 5 years ago, 10 years ago. So part of it's just a recognition of who and what Houlihan Lokey is today. Specific [indiscernible] individual that you're talking about, we've always been very bullish on our views on what we think we can do and grow in the capital markets area, it's a multifaceted in terms of within different components of the capital structure going along industry lines going on certain geographies and being able to help clients in their various financing needs. And so yes, I think this hire is just another individual that we will build around to continue to expand the capabilities that we have staying within our true meeting of -- in capital markets which continue to be a leading advisor, not one that is deploying the capital but one that is actually advising others who are seeking to raise capital for a variety of reasons.

Okay. That's helpful. Any -- I guess maybe any way to size what you think the opportunity set in private credit is relative to today? Do you think it's a double or triple in terms of your revenue? Just trying to think through the materiality of the investment and growth.

I won't necessarily specifically answer your direct question. I think we have looked at how we define capital markets, almost in baseball terms. Maybe we're in the second inning, maybe [indiscernible] we're in the third inning, where I think the maturity in the industry of M&A is much further along. So I think everything that is being done, especially for the mid-cap market, especially with private credit, especially with private companies, especially the private equity firms, these are earlier secular times, and therefore, we do think there's quite a bit of growth. I don't think any of us have a decent crystal ball to tell you whether that's a 50% increase or a 500% increase over the next 10 years. But we do think there's some substantial growth, not only for ourselves, but others in the industry that participate along these lines.

That that's definitely helpful. Thanks for that. And then just as a follow-up, I know you typically have seasonality in your fiscal fourth quarter kind of stepped down, see across the industry. But you noted a lot of momentum across all three businesses. Do you think that seasonality components a little less this year? How are you thinking about that cadence on the revenue side?

So for almost every year I've ever been at the firm minus the last two, December was always an abnormally great quarter for the industry. It's still a better quarter than normal, but there just hasn't been the classical rush for tax reasons, accounting reasons, bonus reasons that the service providers have. And so we just haven't seen that since really, I guess, December of 2021. And so we still have always felt that our second half is better than our first half. When December is really cooking, I guess we typically see a decline heading into our March. I just don't think we had as much of a in the industry and uptick in the December quarter, like we used to have, and therefore it could go both ways. There could be some classical industry softening into the March quarter. On the other hand, it is our fiscal year ends, we have some greater push and wanting to do things. And like I said, I think we feel rather good about our business, and our backlog and our opportunities. And like I said, I think things have been increasing month-by-month, really, since we called April of 2023 as the trough and still believe that's the trough and it's not a straight line, but it continues to improve since then.

All right. Well, thanks for all your colors, Scott. Thanks.

Yes, thank you.

Thank you. And this does -- we have reached out at the end of the question-and-answer session. I'll now turn the call back over to CEO, Scott Beiser, for closing remarks.

Thank you. And I want to thank you all for participating in our third quarter fiscal year 2024 earnings call, and we look forward to updating everybody on our progress when we discuss our fourth quarter and full year results for fiscal 2024 this coming spring. Bye, bye.

This concludes today's conference. You may disconnect your line at this time. Thank you for your participation.