Good day, ladies and gentlemen. Thank you for standing by. Welcome to Houlihan Lokey’s Third Quarter Fiscal 2020 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 3, 2020. I will now turn the call over to Christopher Crain, Houlihan Lokey’s General Counsel.

Thank you, operator, and hello, everyone. By now, everyone should have access to our third quarter fiscal 2020 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 December 31, 2019, 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. Hello, everyone, and welcome to our third quarter fiscal 2020 earnings call. We had a strong fiscal third quarter. We generated a record $334 million in revenues, an increase of almost 12% versus the same quarter last year. And this was the first time we’ve achieved quarterly revenues in excess of $300 million. Adjusted earnings per share were $00.88, a quarterly record for the firm and an increase of 14% versus the same quarter last year. We also announced our quarterly dividend of $0.31 per share for the fourth quarter. Year-to-date, revenues of $857 million are up 8% compared to the same period last year, and we continue to see good momentum across all three of our business lines, as we enter the fourth quarter of our fiscal year. So far this fiscal year, the firm has capitalized on a number of favorable macroeconomic trends. The U.S. economy continues to exhibit stable growth, notwithstanding an economic expansion that is now in its 11th year. The stock market had an exceptional 2019, helping to support a good mid-cap M&A market. And finally, access to capital remains strong and interest may – rates remain low, facilitating a healthy leverage lending environment, which supports private equity M&A activity. These macro economic factors provided a strong tailwind to fuel growth in both our Corporate Finance and Financial and Valuation Advisory businesses, and we expect that tailwind to continue into our fiscal fourth quarter. Our Financial Restructuring business continues to perform well, despite the current low default environment in the credit markets. Ongoing technology disruptors, changes in consumer buying habits, company mismanagement and over leverage have all contributed to current growth in our Restructuring business without the typical characteristics of a business downturn or higher interest rates. With respect to company-specific trends,…

Thank you, Scott. Revenues in Corporate Finance were $201 million for the quarter, up 9% when compared to the same quarter last year. We closed 95 transactions in the quarter, compared to 89 in the same period last year, and our average transaction fee on closed deals was slightly higher this quarter when compared to the same quarter last year. Financial Restructuring revenues were very strong this quarter at $93 million, a 24% increase from the same quarter last year, driven by higher transaction volume. We closed 28 transactions in the quarter, compared to 21 transactions in the same period last year. Average transaction fee on closed deals was relatively flat when compared to the same quarter last year. We would like to remind everyone that our Financial Restructuring business can be lumpy across quarters, as it is often driven by the timing of large fee events. This quarter, we benefit – benefited in a positive way from that lumpiness. Before we get into the specifics of our next business segment, we have announced the name change for our Financial Advisory Services business, or FAS. We are now referring to this business segment as Financial and Valuation Advisory, or FVA. We believe this name change more accurately reflects the type of business we are doing within the segment. In Financial and Valuation Advisory, revenues were $40 million for the quarter, a 1% increase from the same quarter last year. We had 530 fee events during the quarter, compared to 502 in the same period last year. New business activity remains solid across all of our major product lines in FVA and we have continued to see improvements in managing director productivity throughout the year. Turning to expenses. Our adjusted compensation expenses were $209 – $203 million for the third quarter…

Thank you. At this time, we will be conducting a question-and-answer session. [Operator Instructions] Our first set of questions comes from the line of Devin Ryan of JMP Securities. Please proceed with your question.

Great. Good evening, guys.

Hey, Devin.

I guess, first question here on the Restructuring business and the momentum that you’re seeing there. I appreciate, as you mentioned, that it can be lumpy from quarter-to-quarter, but it does feel like maybe the overall trend is moving higher and potentially even breaking out of this range that we’ve kind of been in recently and kind of at $300 million in annual level. And so I’m just curious if that’s the right tone that it’s accelerating and some of the drivers that you kind of referenced have been in place for a while. So I’m just kind of curious what else seems to be occurring that, that may be driving the uptick as we end the year and heading to – in fiscal 2021?

I think, your – Devin, your comments are fair assessment. I mean, we do see kind of the baseline of business opportunities in restructuring continue to slowly grow notwithstanding, as we said, there has been very little macroeconomic fact patterns to help the Restructuring business. It’s really getting all of these ancillary items that continue to persist and continue to grow.

Okay. I appreciate that. And then just one on the compensation ratio and how to think about that, especially coming into this year, I think, where we are today is probably a better expectation than most of us had. And so I’m curious, if there’s any thought around the ability to true that up at all in the fourth quarter, or whether it’s more just mechanical based on the individual businesses, because it does seem like the overall revenue trajectory, the firm has been maybe better than what was viewed kind of coming in and I would suspect that has at least some implication on compensation?

I think, we maintain a compensation ratio, I think, consistent throughout the year with where we think we’re going to be for the year. I’m not sure, I – we think of it in terms of truing it up in the fourth quarter, and the business has done quite well from a revenue standpoint this year. But we’ve also added a fair amount of folks and we’ve done a couple of acquisitions. And so we continue to feel very comfortable with that compensation ratio between 60.5% and 61.5%. And I think year-to-date is probably pretty reflective of our best guess on where the year-end is going to end up.

Yes. Okay, terrific. Last quick one around just revenues in the quarter and whether there was any pull forward in the quarter from the fiscal fourth quarter?

When you say pull forward, Devin, what do you mean?

Of deals that closed after the last day of the fiscal third quarter, where the revenues were recognized in the third quarter?

Yes. We – every quarter, we have revenues that you’re defining is pull forward. We – according to GAAP, when the transaction is substantially complete, we recognize that revenue through a checklist of items that we have to ensure met, and we’ve had that same structure and concept in place for more than a decade. So yes, we – in according to your definition, we did have pulled forward revenues.

Right. I guess, more of what I was getting at was, if that was outside the bounds of what’s normal?

Oh, no. It’s a pretty straightforward quarter in terms of revenues, and we didn’t have any significant outsize revenues that drove the quarter. And we had some large fees, but nothing, in particular, that’s worth calling out.

Okay, got it. Thank you. Thanks for taking my questions and congratulations on the nice quarter.

Sure. Thank you.

The next set of questions come from the line of Richard Ramsden of Goldman Sachs. Please proceed with your questions.

Thanks. This is James Yaro filling in for Richard. So my first question is, January 2020 completed industry M&A volumes softened significantly across geographies, deal sizes and deal types. Could you talk about what parts of the business are seeing strength and giving you confidence around the Corporate Finance business heading into the next quarter?

First of all, I think, you always need to make sure that you’re making a difference between deal volume and deal numbers and usually just deal numbers that are more relevant to what we do. Having said that, you’ve been experiencing even deal numbers have been shrinking to the last couple of years in our business and the number of deals that we complete continue to grow. And we think it’s a combination of continually deploying, mentoring and improving the talent we have, hiring key individuals, making acquisitions and we’re just able both globally and in a sub-industry sector to participate in more and more transaction activity. And that’s what’s been growing the base of our business in the Corporate Finance area. And don’t – I don’t think there’s anything, in particular, in the last quarter or two that we would point out is uniquely different than what we’ve really been experienced in the last couple years.

We believe we’re taking market share saying in a different way, and I don’t think there’s any one industry that is particularly strong, certainly from a schematic standpoint over the last couple of years. I mean, some years, healthcare may be stronger than others, some years industrials may be stronger than others, but it’s not any trend that is driving our revenue or business mix in Corporate Finance.

Got it. And then, obviously, low financing costs have supported private equity activity, but sponsor activity has been weaker than on the strategic side over the past couple of quarters. Could you characterize the dialogue with national sponsors? And what do you think would prompt them to start deploying some of the record levels of dry powder at a more accelerated rate?

The comment you made has just not been our experience. Private equity activity for us has been pretty robust for as many quarters, as Scott and I could think about. So I don’t know that I would necessarily agree with the comments that private equity is a bit slower than usual. And you might, look, I think it really – private equity could be maybe defined in three different groups. There could be mid-cap private equity and what I call larger mid-cap private equity and then large-cap private equity. And I think the dynamics around all three could be different. But what we’re – where we are playing that market of kind of under $1 billion and probably closer to under $500 million in private equity, it’s very robust.

And it sounds like the larger deals may be skewing that. All right. I appreciate the time.

Thank you.

Our next set of questions come from the line of Michael Brown of KBW. Please proceed with your questions.

Hi, good evening, guys.

Hi, Mike.

So, first, just to follow-up on Restructuring. In energy, specifically, we’ve obviously seen some good activity in the space, but oil today, settling below 50 a barrel. I was kind of wondering if you could speak to the potential opportunity set for you from the oil and gas industry? And if you could, maybe compare it to the last energy restructuring cycle that, that maybe helpful for us?

Yes. I think, we do see a little bit of a second pickup wave here in the oil and gas arena from a restructuring standpoint. It doesn’t feel like it’s going to necessarily be as big or as lengthy as what we saw before. But as we’ve always looked at, it’s a combination of what kind of business plans people put together, what kind of financing package they have and what was the duration of that financing package and ultimately, where oil prices are. And all of those are causing some round of some additional conversations and mandates in restructuring. But at this juncture, don’t necessarily think it’s going to be the same size we saw a couple of years ago.

Okay. And then just before the earnings call, we saw some headlines from the FHFA. In the past, you guys have advised DOE in the Treasury Department. Could you just speak to kind of Houlihan’s unique capabilities that have allowed you to kind of win on these government mandates? And then, as we think about some of these transactions is government transactions, how are the fees structure for something like that? And are they typically successfully driven?

First of all, I think, we’ve been the leading Financial Restructuring firm in the Street for many years, and it’s just another example of kind of a marquee assignment for the firm. We don’t really ever get into specifics about any of the exact task or fees in a particular project. You can read what’s publicly disclosed out there. But I think, we’ve continued to build a stellar organizations and in the restructuring area, we continue to get some of those high-profile mandates, whether these are at corporate level or government levels, municipality levels, we’ve been doing this for years, in fact, decades.

Okay. I appreciate the color.

All right.

Thanks, Mike.

Our next set of questions come from the line of Brennan Hawken of UBS. Please proceed with your question.

Thank you, and good afternoon. This is Adam Beatty sitting in from Brennan today. You mentioned the U.S. or the upcoming U.S. elections, among the potential risk factors. And we just wanted to get a little more of your thinking around, it seems like in this cycle, it’s maybe a little bit too early to see any real effects from that. But just around past cycles, particularly where there has been kind of a binary set of alternatives around tax policy, what effect that has on mid-market M&A, whether folks try and push deals through quicker or just hold off until the results of the election in terms of policy are more clear. Any nuances that you found noteworthy in the past? Thank you.

Yes. I think, our major points really regarding U.S. elections have more to do with what could be potential changes in tax policy, which does drive corporate executives to make different kinds of decisions. As I said early in my remarks, so far to date, we’ve not really seen any new evidence of key investors or business owners making decisions to start transactions advance of elections. So they’re either not concerned about it at this point, or they’re still waiting. Typically, when people do expect to see significant changes in tax policy, you will get different folks, who will start going forward on different kinds of transactions and different time periods. But at this point, I’d say, we’re focused on it to be aware of it, but we’ve not seen any impact in terms of kind of the volume of new business coming in.

Okay. That’s all we had. Much appreciated.

Al right. Thank you, Adam.

Our next set of questions come from the line of Manan Gosalia of Morgan Stanley. Please proceed with your question.

Hi, good afternoon. You mentioned earlier on the call that coronavirus could impact the M&A environment. Is that mainly like a potential indirect impact on markets and sentiment, or is there a more direct impact there? Basically, I was trying to get to if the markets hold up in the U.S., would you expect the M&A environment to remain elevated?

First of all, I agree, we all need to be somewhat careful on where any of this could go. It’s only been a week or two that really, this has become a more of a world’s news in what happens in the ensuing days, weeks months will tell us. Short-term, it can have some impact on business directly with China, albeit, we don’t do a lot of transactional work with counterparties in China. But otherwise, if the virus continues to go forward, it could obviously have some ongoing negative impact, as you mentioned, in investor sentiment. And it can also impact everybody who’s getting supplies or materials, or not necessarily from a transaction standpoint, but just impact on businesses themselves early days here, and we’ve obviously seen the stock market website over the last week or two because of these events.

Yes. And in theory, any effects that the virus has on M&A transactions as a result of supply chain disruption, in theory should be temporary, but it could have a temporary effect. And it’s, as Scott said, too early to tell, but it’s worth calling out. I mean, I think it’s moved faster than anyone’s expectations and we’re keeping an eye on it in terms of how it might have an impact on the next six months?

Got it. And then separately, just on the non-com side, your non-comp expense ratio came in at the higher-end of your range. And I know you reiterated that – you reiterated your outlook for the 14% to 15% range. I was wondering, is there anything special you’re doing on the IT cost side right now, because you called that out for a couple of quarters now. And should we think about that non-comp expense ratio coming in at the higher-end of your range for a few quarters, as you continue that investment spend?

Yes. I think, there are a handful and I’ve called this out in previous quarters of IT-related expenditures that are affecting our P&L. One of the larger ones is, we are rolling out a new ERP system and that is having its impact on the IT-related costs. Having said that, I think, if you look at our year-to-date non-compensation expense ratio, we are performing quite a bit better than we were at this time last year. Last year, we ended up at roughly 15.1% from a non-comp standpoint. And our expectation is and hope is that, we end up slightly better than that. And so, to answer your question, yes, I’d probably assume towards the higher-end of that range, but we have seen improvement year-over-year and expect to continue to see that certainly over the long run.

Got it. Thank you.

Our next set of questions come from the line of Ken Worthington of JPMorgan. Please proceed with your question.

Hi. This is Will Cuddy filling in for Ken.

Hi, Will.

Hi. So, Scott, you highlighted the UK in you prepared remarks. Could you elaborate on how the evolution of Brexit has been impacting your European business?

Well, I think, it – my comments really probably a little broader even to Brexit. I think, we’ve all seen that the European economies have not grown at the pace that the U.S. has over the last couple of years. As the Brexit uncertainty continued to roll out during the calendar 2019, we think that did have some probably negative issues, especially in the UK, maybe a lesser extent in the continent. And we found that, calendar 2019 was slower in Europe than we probably would have thought a year ago. But we have seen in the last couple of months pick up and whether it’s because people are adjusting to a new expectation of growth rates out in Europe or because they felt that there was finally going to be a resolution in Brexit. But we’ve seen and I think some of our peers have seen somewhat of an improvement in the European marketplace in the last couple of months that didn’t necessarily exist in the first calendar half of the year.

Okay, got it. Thank you. And then following up on an earlier question on private equity. And Lindsey, I appreciate your comments segmenting the space. If we’re going to think about those segments, could you maybe share – have you been seeing more entrants come into private equity in a different segmentation? Has that been contributing to the continued strong growth of full hand in those businesses?

Well, I think, we continue to, over the last couple of years, see new formations of private equity firms, whether they’re completely grassroots, their spinouts of personnel from existing funds, et cetera, but the number of private equity firms continue to grow. And usually, most of the newer formation ones tend to focus more on the size deals that we’re doing, especially in the early years of formation.

Got it. And I’ll sneak one more in. On the lumpiness of the restructuring, could you just maybe elaborate a little bit more on what drove that lumpiness, please?

I’d say, this quarter, I have called out in the past, where we’re had one or two transactions that have had a meaningful impact in the quarter. I would say, this quarter was not – there are no single transactions. We just had a very strong restructuring quarter. I think my comments are more that, it’s – it doesn’t follow the same growth projectile that our Corporate Finance or FVA business does. So annualizing that number or assuming growth quarter-over-quarter and that number can be dangerous in restructuring. So no specific callouts on very large transaction fees that affected the quarter. We just had a very strong – the timing was good this quarter for restructuring.

Got it. Thank you for taking our questions.

Of course.

The next set of questions come from the line of Chris Walsh of Wolfe Research. Please proceed with your questions.

Hey, Scott. Hey, Lindsey.

Hey, Chris.

Hi.

Hey. So in the past, you guys have called out the Capital Markets Advisory team as one of the fastest, if not the fastest areas of growth across the whole franchise. And now that, that team is a couple of years old. Can you kind of help size the revenue contribution to Corporate Finance revenues over the last 12 months?

Yes. We don’t call out the specific percentage that it represents of Corporate Finance. I would just tell you, we think it’s one of the most important pieces we have. It’s growing rather rapidly over the last couple of years. And we believe for a lot of secular reasons that we’ve talked about, we think the whole Capital Markets are effectively being the agenting of, especially private financing is in the early days and we think it can continue to grow for quite sometime kind of regardless where the markets are going. It’s just –we’re seeing more and more, either companies or private equity firms or hiring firms like ourselves and our peers to actually assist in the raising of a debt capital.

Okay, that’s helpful. And then just on the acquisition front, with deals being a key part of your revenue and earnings growth playbook, I was just hoping you could share how the two most recently announced deals in the fourth quarter fit into your overall growth strategy?

Like most of our deals, these are kind of smaller average size tuck-ins. So none of them really have any significant financial impact right out of the box. But this clearly, the Fidentiis transaction clearly increases our size and substance out in Spain. And the Freeman acquisition just builds to a – an already strong FIG business that we have and this just adds to the bench strength of all of our FIG capabilities.

Okay, cool. Thank you very much.

Thank you, Chris.

Our next set of questions come from the line of Matt Coad of Autonomous Research. Please proceed with your question.

Hey, good evening, guys. Thanks for taking the question.

Good evening.

So just taking a step back, as we attempt to level set the next downturn against the last one and the implications for Houlihan, I’m curious if you could provide your take on how the rise of private credit vehicles, as well as the improvement of international bankruptcy law will impact default rates, fee rates and the addressable market?

I think, what we would say is that, we do know the absolute size of the leverage debt, high yield debt marketplace, et cetera, is substantially larger than it was at the last peak in 2007. We also know that default rates are still very low compared to historical time periods when we’ve entered into some restructuring environment. And if and when we do get a downturn, we would expect the restructuring business would substantially grow from the levels we would see. And then likewise, we would expect some slowing down or slowness in the Corporate Finance business and FVA business that we have. So I don’t necessarily expect a different set of fact patterns than we’ve seen in previous downturns other than each recession, what causes it and what impact and exactly the timing, no one can completely predict and we’ll have a different point of view than what we’ve seen in the past. And what we continue to stress is, we are not experts and exactly when a recession will occur, what will happen with interest rates, stock market, et cetera. We just continue to try to build the best business we can in all of our segments to hopefully operate financially, successfully as best they can in whatever the markets might does send our way.

Great, guys. Thanks.

Thanks, Matt.

Our final questions come from the line of Jim Mitchell of Buckingham Research. Please proceed with your questions.

Hey, good afternoon, guys. Just maybe a longer-term question on China. I know you’ve started to see some activity there from restructuring there – with the phase one deal looks like there might be more opening up more U.S. companies or foreign companies investing and taking over 100% stakes in investment companies. How do you think about the long-term opportunity and restructuring there? And are you making any changes or investment strategies now to try to capture that in the future?

No short term changes. We’ve operated in dozens and dozens of countries now and doing restructurings. China being one of the many areas outside of the United States and Western Europe that we’ve done restructurings and we continue to be a global player there. We tend to follow, where capital is going, where they’ll make investments along as there’s some form of rule law, creditors rights, et cetera, we believe we can continue to operate and should be a successful Financial Restructuring player. But short-term, don’t see any differences in what we think will come out of the marketplace in China for – from a restructuring standpoint.

And I think and we’ve talked about this in the past is, as countries economies mature as the rule of law mature – matures and allows for a Financial Restructuring product, we are very aggressive in making sure we’re present in those countries, whether it be China or India. So I think if you think through modeling China 10 years from now, if the financial – if the restructuring climate and environment in China doubles, triples, quadruples, over the next 10 years, you could expect us to be a significant player in those markets. And it’s really going to be driven probably less by our presence in those markets and more by how quickly the governments in those second world countries are willing to accept the rule of law that allows for a restructuring product that we’re used to here in the West.

Great. No, that makes sense. That’s helpful. And maybe Lindsey, on the balance sheet, you guys did a couple of acquisitions, but cash is still up 24% year-over-year. Obviously, as your business grows, cash flow grows. Is it- how do we think about capital return, or is it still where could do bigger acquisitions, so you just – you’re going to hold on to it, or do you start to think about special dividends or more aggressive buybacks?

I think that with respect to holding on to cash in anticipation of acquisitions, we don’t really approach it that way. We put a revolver in place, so we don’t have to do that. And so we will tend to use our cash and kind of the three primary buckets: one, for dividends; one, for share repurchases: and or two, for share purchases; and three, for acquisitions. I think since we went public, we have made enough acquisitions, so that we haven’t held a lot of excess cash and we are generating some excess cash. If we don’t do an acquisition for a while, we’ll have to think as a Board what the best use of that cash is. But our – we don’t anticipate holding anything back in anticipation of acquisitions. And if it gets to be a big enough number, we would consider any – anything that makes sense relative to holding on to it.

All right. Thank you very much.

We have reached the end of the question-and-answer session. I will now turn the call back over to Scott Beiser for any closing remarks.

I want to thank you all for participating in our third quarter 2020 earnings call. And we look forward to updating everyone on our progress when we discuss our fourth quarter results for fiscal 2020 this coming spring.

Thank you, everyone.

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