Good day, ladies and gentlemen. Thank you for standing by. Welcome to the Houlihan Lokey's Second Quarter Fiscal Year 2021 Earnings Conference Call. [Operator Instructions] I'd now like to 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 second quarter fiscal year 2021 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, 2020 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 2021 earnings call. We have successfully been working primarily from home now for a little over seven months and our firm has been blessed with very few cases of COVID-19. This pandemic has had a terrible effect on families around the world and we continue to do everything we can as individuals and as a firm to help. We've engineered our business and personal work styles as best as we can in order to provide a safe and successful work environment for our employees, clients and shareholders. Notwithstanding the ongoing challenges, the firm produced solid quarterly results. Our second quarter fiscal 2021 revenues were $276 million, slightly up from last year and significantly improved from the $211 million reported in the first quarter. Our adjusted earnings per share were $0.75, up 7% from last year and a major improvement from the $0.56 reported in the first quarter. Our second quarter benefited from a significant increase in closings in Financial Restructuring, very strong capital markets and an improving M&A in valuation market. Currently, the overall economic environment is very conducive to our balanced business model. Our Financial Restructuring results are at record levels and we expect to experience elevated levels for some time. Meanwhile, the favorable interest rate environment and stable asset valuations over the last few months have prompted strategic firms and sponsors to reenter the M&A marketplace. This has led to improved deal closings versus Q1, but more importantly, to a substantial increase in new business activity, which should have a positive impact on subsequent quarters. Tempering our outlook, we still have concerns about the pandemic's ongoing influence on world economies, the uncertainty in the U.S. elections and the ultimate outcome of Brexit. That being said, today we feel…

Thank you, Scott. Revenues in Corporate Finance were $108 million for the quarter compared to $156 million for the same period last year. Lower revenues were a result of the decline in the number of closed transactions as well as a slight decrease in our average transaction fee on closed deals. Financial Restructuring had a strong second quarter, delivering $125 million of revenues, a 62% increase from the same period last year. Higher transaction volume and higher monthly retainer fees drove the increase in revenues. We closed 30 transactions compared to 17 in the same period last year and the increase in retainer fees is a result of the significant increase in the number of current engagements driven by the pandemic. In Financial and Valuation Advisory, revenues were $42 million for the quarter compared to $40 million for the same period last year. We had 539 fee events during the quarter compared to 523 in the same period last year. Overall, FVA saw improving results across its service lines with Portfolio Valuations leading the way, which contributed to solid quarterly results. Turning to expenses. Our adjusted compensation expenses were $175 million for the second quarter versus $165 million for the same period last year. We had one adjustment this quarter for deferred payments related to certain acquisitions. Our adjusted compensation ratio was 63.5% for the quarter, which is above our long-term target for adjusted compensation ratio of between 60.5% and 61.5%. Our year-to-date compensation ratio is 63.1%, which reflects a reasonable proxy for the balance of the year. This increase in compensation expense ratio over our targeted range is primarily a result of our estimate that reimbursable expenses for fiscal 2021 will be significantly lower than last year's. Our compensation expense ratio is tied to gross revenues, which is calculated…

Thank you. [Operator Instructions] We'll take our first question today from Manan Gosalia with Morgan Stanley.

Hi, good afternoon. You spoke last quarter about the fact that the number of deals on hold versus the number of years deals that will nominated is sort of more favorable in the cycle than prior downturns. I was wondering, with the uptick in revenues this quarter, how much of the activity that's come through is due to closings from pending deals that were already on the cards pre-COVID versus how much of it is new activity that announced and closed during the quarter?

We don't track necessarily specifically what's sort of pre-COVID versus what is transactions that have been announced and closed within the same year, I'm sure we can go back and find that information. I think you can assume though that some of the transactions that are in our revenues in Corporate Finance were transactions that have previously been put on hold. The M&A process is a nine month process or so. So, new transactions that have come up post March 31, some of them have closed, but the majority of them will likely close, assuming all goes well in quarters three and four. So, a big chunk of that 108 is -- are transactions that were in place pre-COVID that was likely put on hold and have kind of reconstituted.

Great. Just a clarification on the comp ratio. Should we look at your year-to-date comp ratio and then take that going forward for the rest of the year or were you suggesting that your comp ratio would come closer to 63.5%? And if you can quantify the impact on the comp ratio from the lower reimbursable expenses?

Yes. So, we are estimating reimbursable expenses and we've been relatively conservative on our estimates. I prefer not to share that number with you. But with respect to how you should model it, and I mentioned it in my notes, I think our year-to-date kind of 63.1%, 63% is how we're thinking about it for the balance of the year in terms of the target.

Great, thank you.

The 63.5% was nearly a catch-up from the first quarter.

Got it, thanks.

Next we'll hear from Devin Ryan with JMP Securities.

Good afternoon, guys.

Hey, Devin.

Just first question here on your commentary on some of the acquisitions that you've been looking at, obviously it sounds like potentially timing pushed out a bit or maybe they don't happen. And then I know that when you issued the 3 million shares earlier in the year, some of that cash was paid toward acquisition. So I'm just curious, if kind of those deals, as we kind of move along here, looks like they're not happening. Do you increase or you think about increasing buyback or returning some of that through dividend or do you like operating with having that additional buffer of flexibility to the extent something else comes along beyond these specific situations?

I think when we raised the capital back in May, we always viewed this is probably a one to two year time horizon in terms of finding and ultimately closing on the transactions, not a one to two quarter, which is really where we are relative to the time period. We are still in active dialog with a handful of companies, as we mentioned on the call. Some of the conversations we had several months ago have maybe slipped away, they may come back for the reasons that I stated. So we're maybe a little the timing, as you said, has probably been elongated a bit. And ultimately our view is that we will still find attractive acquisitions. But if we don't, we don't deploy the capital then we would use it through a buyback or a special dividend. I mentioned, we will not hold on to significant amount of excess capital if that's what happens down the road.

Okay. I appreciate the color. And then just a follow up on the capital advisory, I guess contribution, if you will. Obviously, there's been a lot of activity in the market and you guys have a little bit of a differentiated business there as well. I'm curious if there's any way to frame out how that business has trended and your contribution and how that's been scaling within the firm? And just any parameters you can put around in terms of contribution? And then just expectations for the outlook there as well?

It's still a very important part of our business. That was primarily in our Corporate Finance area. It's still growing. We tend to do much more on the debt capital side than the equity capital side. And in the early days of the pandemic, you might call it some form of rescue type of financing that was needed and it seems to be evolving now into financing still for some companies that have some difficulties. But in many cases, it's now turning into capital to assist in transactions and growth avenues that various companies might have. And we continue to believe very strongly that it will be a growing part of our total business.

Okay, great. I'll leave it there. Thank you, guys.

Thanks, Devin.

Thanks, Devin.

Richard Ramsden with Goldman Sachs has our next question.

Hey, thanks. It's James Yaro filling in for Richard Ramsden. Thanks for taking my question. So the first one is, how are you thinking about the impact of the accelerating COVID cases and mounting number of shutdowns in Europe? And do you expect this to impact either the revenue pipeline? And is this perhaps one of the factors impacting the ability to acquire firms in that part of the world?

I think none of us have by any means the crystal ball on where we're going with all of the pandemic. For a while, it look like Europe was improving much faster than U.S. I mean, the last couple of weeks it's reversed its case. I think a couple of things; one, and generally speaking financiers, investors companies were all figured out how to live in this environment. So, we clearly have seen, as I think our peers have as well, an improved marketplace. On the other hand, I think there's still volatility to come that could slowdown deals, could be another incremental bump to performance in the restructuring group over time. I don't think that there is some magic time period that we know exactly when all this will end. So activity is clearly increasing, but we do expect there will continue to be some bumps in the road. And that's part of our commentary on why we think potentially the timing on closing of deals, even the ones that we have reengaged on a brand new, may take a little longer than what we saw pre-COVID just because it may not be a smooth sailing between today and the close out of the pandemic.

That makes a lot of sense. And then just more of a cleanup question, which is, you obviously had a little bit of an off-cycle increase in your dividend relative to when you have historically increased the dividend in prior years. Is this more just a catch-up from the fact that you didn't increased it six months ago and we should think about the timing of future increases to be more at the beginning of your fiscal year or is there some other shift in the capital return priorities?

Yes. I think, historically, you would have found us analyzing and making to change if the board wanted to make a change in our dividend, probably in our May cycle. We happened to do at this time in our July cycle. And I think it was just recognizing the newness of the pandemic in May, it just didn't seem the right time to raise dividends. We clearly felt much better about the economy, our business model, etc., comes July and we continue to feel better about it. So typically, you're right. I would say, the May time period is normally when we look at it. In this particular year, we decided to just kind of delay that decision for a quarter.

Understood. Thanks a lot.

Thank you.

Next we'll hear from Brennan Hawken with UBS.

Hey, good afternoon. How are you, Scott and Lindsey?

Hey, Brennan.

A quick one on following up on that question on Europe actually, but narrowly focusing it a bit to the restructuring side of things. We saw so sort of a head shake where it looked like Europe had things more under control. And then with the resurge in virus there and now lockdowns, interested whether or not you saw any shift in the velocity of restructuring activity or mandates? Whether you saw that step back in the region, result in any increased activity? And whether or not that would lead you to expect a similar thing to happen if we should experience such things in other parts of the world?

Yes. I think you really wanted to map out a monthly or weekly new engagements timeline, which none of us look at it at that fine-tune of the time period. But if we did, I don't think much of that difference in statistics has to do with weather Europe was opening up, closing down or what might happen in the rest of world. I think what we found is there is still a certain percentage of businesses across the globe, whose business models that once worked will not work or even need to be meaningfully modified going forward. Some of these companies have been able to be helped out because they were able to raise some debt money, lesser extent equity money. And effectively putting on additional debt in a company whose business model still needs to be altered is not a long-term solution, it may be a short-term solution. So, I think we're going to see some waves of incremental restructuring business down the pipe as well. But I don't, like I said, I don't think particular changes week-by-week or month-by-month have been influenced, per se, by what's happening in shutdowns. I think that probably has more impact short-term on our Corporate Finance business and less impact on the restructuring business.

Okay. And then when you think about the composition of restructuring revenue, can you give us a rough idea of what -- how it breaks down as far as retainers or success fees and such? Is there a way you could give a rough indication of that composition?

Yes. Brian, it's a good question. We don't disclose that. I mean, I think we have disclosed before kind of what our breakdown of debtor versus creditor is, but we haven't gotten into the specifics regarding retainer fees, and probably prefer to keep it like that.

Okay. Let me try and get at it a different way then, Lindsey. I'll take a mull again on that one. How about, I know there's a lot of volatility in the restructuring line. When we think about it from a modeling perspective, should this past quarters' results be a reasonable jumping off point for when we think about it from here or is there still too much quarter-to-quarter volatility for that or is there a reason to believe that the restructuring this quarter was particularly robust and maybe -- might not necessarily be repeated in the near-term?

Yes. I would say that -- I would normally say that there's too much volatility to use this quarter as a proxy of what Q3 or Q4 might look like. Having said that, we did take on a number of cases in Q1, and those cases have started to close and will continue to close into Q3 and Q4. So, we do expect continued elevated quarters in Q3 and Q4, but that volatility of a $10 million, $15 million, $20 million engagement is still there. So you're not going to see anywhere near the same growth profile in restructuring. I think you're going to seek in Corporate Finance coming out of a shock, like you saw in Q1. But I caution you to look at it and say, I got growth in restructuring coming up in Q3 in Q4, I don't think it's going to look like that. But you are going to see elevated over previous years.

And Brennan, I might add. Pre-pandemic, we probably range quarter-by-quarter in restructuring between $50 million and $100 million, and that's just kind of the normal quarterly troughs and values you have. I think you still have that kind of dynamic post-pandemic. It's just we're at higher troughs and higher peaks than we saw before.

Okay. Thanks for that color.

We'll now hear from Ken Worthington with J.P. Morgan.

Hi. Good afternoon. No good conference call can exist without a political question. So, with politics coming into play here, in terms of Corporate Finance, do higher capital gains and dividend taxes for the wealthy threaten or enhance the middle market M&A business? And may be how might a big round of stimulus impact either the timing or the magnitude of restructuring business, maybe not at all? And then any thoughts if there is a change in the political environment, how that might flow through in any way through the valuation business? Thanks.

Absolutely. No difficulty in answering those questions. Maybe take it in a reverse order. I think on the valuation side, depending on the outcome of the elections, we could see a decent amount of increase in the -- in our third fiscal quarter in terms of certain kind of a state and tax planning work if people think actually tax rates will change in 2021 and beyond if you can actually start that work in the next week or two. Long-term, if there are changes in tax rates, usually that is good for valuation just because when there is changes, people will have different strategies. So, I think they're either neutral or positive in terms of changes in the tax code and the outcome of the elections. On the Corporate Finance side, we have talked for several quarters that there would be some amount of companies who might want to accelerate and purposely try to close a transaction by December 31. At this juncture, it's impractical for anybody to hire us with two months to go and say get it close by December 31. Maybe even in the last quarter it was pretty hard to do that. We have some amount of transactions we think have been motivated by potential changes in the tax code, elections, et cetera. But actually probably not as many as we thought there would be. So I'm not sure there's going to be as much of a change there. I think actually the pandemic ability for people to figure out how to work remotely, which business plans are working or not working, has much more positive or negative influence on our Corporate Finance business at this juncture than what happens in the elections in tax rates. And in terms of the stimulus, I think the stimulus would clearly help M&A activity. I'm not sure once again, the stimulus will meaningfully help companies not going into restructuring that otherwise need to go into restructuring. This still comes down to, if you have a business plan that no longer works in today's economy, you can funnel a lot of money out there and it may delay things, but it's not going to completely get somebody out of the woods. So, we think about it all the time. We're talking to our clients and prospects about it all the time. None of us are smart enough to know what's going to happen even if we knew the outcome what will happen post that outcome. And so we do the best we can in planning. And I guess there should be some of my thoughts in terms of your politically charged questions on a multiple product lines.

Awesome, great. Thank you, very much.

Thanks, Ken.

Our final question comes from Steven Chubak with Wolfe Research.

Hey, guys. It's [Brandon Fancher] speaking. So, I guess first question is pertaining to like the difference in recovery between Europe and U.S. European deal activity has been largely driven by middle market, while U.S. has been driven more so by large deal activity. I guess, how have your conversations been different in the different locales? And what do you think would be what would you think it would take to get the U.S. market cooking in middle market?

I think let's start with U.S. I think the U.S. middle market M&A business is really cooking. It's, as Scott mentioned in his comments, we are seeing as much activity as we are receiving. Now that activity is new engagements and new engagement takes months to complete. And so you won't see the revenues in this activity for a couple of quarters, at least. But it is a very, very good M&A market right now, and especially in the middle market. And that's really driven not just by private equity coming back into the picture, but also corporate and strategic. So, you're seeing some pretty well known name transact at the much higher levels in the large cap space, but there is a lot of activity going on in the middle market, and we're benefiting from it as we should. I think with respect to Europe, it's not a dissimilar comment. We are seeing pretty good activity in Europe. It's unclear to us as of now how the -- if the recent shutdowns and the recent spikes are going to subtract, it may and it may significantly. But prior to really the last couple of weeks, the U.S. and the European markets were both quite active, really since the beginning of June -- sorry, beginning of September.

Great. And I guess one follow-up on the privates. How much of it do you feel like is pull forward in the case of increase in capital gains, tax? And how much of it do you feel is actually sustainable?

We missed maybe the first half of your question. Can you just repeat it?

Sorry. In terms of private that you just mentioned, obviously, there's a lot of discussion around raising on the capital gain side. So I guess, how much of that activity do you feel I guess pull forward? And how much do you feel like is sustainable?

I think I said earlier, I think the whole motivation to get a deal done sooner versus later and kind of your pull forward question been relatively minor to the overall scheme of our firm. Just it's not been a giant rush, I wouldn't describe it as a material part of the things that we're working on today or things that have closed.

Yes. We might see some incremental revenues in Q3, but it's, to Scott point, it's -- I mean the rest of it is very sustainable.

Great. Thank you for taking my questions.

Thank you.

That will conclude today's question-and-answer session. I will now turn the conference over to Scott Beiser for any additional or closing remarks.

I'd like to thank you all for participating in our second quarter fiscal 2021 earnings call. And we look forward to updating everybody on our progress when we discuss our third quarter results for fiscal 2021 this coming winter. Bye-bye.

That will conclude today’s conference. Thank you for your participation. You may now disconnect.