Good day, ladies and gentlemen, thank you for standing by. Welcome to Houlihan Lokey's First Quarter Fiscal Year 2023 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, July 28, 2022. 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 first quarter fiscal year 2023 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 June 30, 22 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 first quarter fiscal year 2023 earnings call. We ended the quarter with record first quarter revenues of $419 million and earnings per share of $1.10. We are pleased with these results, particularly in light of some of the ongoing challenges in the macro environment. However, to give a more complete picture, while our revenues are higher than last year's reported results, if we include GCA's revenues as if we had acquired them on April 1, 2021, our comparable revenues would have declined approximately 14%. Throughout our fiscal first quarter and continuing into our second quarter, we are experiencing market headwinds that are impacting our Corporate Finance business, modestly impacting our Financial and Valuation Advisory business and improving our financial restructuring opportunities. Our Corporate Finance business continues to exhibit trends which cut in both directions, current market conditions are elongating the time to close transactions in selected sectors and geographies, lowering transaction valuations and fees. At the same time, corporate clients are performing well. The volume of new business activity remains quite healthy and market sentiment seems to suggest that these headwinds are temporary. It is difficult to predict where the economy takes us over the next couple of quarters. We may slide into a recession that could have a significant effect on the M&A market or we may continue along like this for a couple of quarters before seeing improving results. Nonetheless, we are confident by the fact that we are seeing strong activity levels in our Corporate Finance business, with the quality of clients at a level we have never seen before. Regardless of the timing of closing of transactions, we continue to build high quality potential deferred revenues in our backlog, suggesting that our reputation and market share continue to grow.…

Thank you, Scott. Revenues in Corporate Finance were $264 million for the quarter, up 26% when compared to the same quarter last year. We closed 124 transactions this quarter compared to 84 in the same period last year, but our average transaction fee on closed deals decreased for the quarter. As a reminder, for comparative purposes, since we did not complete the acquisition of GCA until October ’21, Houlihan Lokey's revenue for the quarter ended June 30, 2021 did not include revenues for GCA of approximately $112 million for that quarter. Financial Restructuring revenues were $79 million for the quarter, a 20% decrease from the same period last year. We closed 16 transactions in the quarter compared to 24 in the same quarter last year and our average transaction fee on closed deals increased for the quarter. This quarter ends up as expected, given that during the fourth quarter of fiscal year 2022 ending in March, we had several transactions close that were expected to close in the first quarter of fiscal year 2023. In Financial and Valuation Advisory revenues were $76 million for the quarter, a 19% increase from the same period last year. We had 876 fee events during the quarter compared to 820 in the same period last year. FEA continues to see growth across almost all service lines and has good momentum as we enter our second fiscal quarter despite the headwinds that Scott mentioned. Turning to expenses, our adjusted compensation expenses were $257 million for the first quarter versus $229 million for the same period last year. Our only adjustment was $8.3 million for deferred retention payments related to certain acquisitions. Our adjusted compensation expense ratio was 61.5% for the first quarter, equal to the same period last year. Our adjusted non-compensation expenses were $60…

Thanks. [Operator Instructions] And we will go first to Brennan Hawken of UBS.

Good afternoon. Thanks for taking my questions. Hope you're well Scott and Lindsey.

Hi, Brennan.

Just wanted to start out, Scott, you made some comments about restructuring during your prepared remarks and spoke to an improving environment for restructuring, particularly in Europe and Asia. So based on -- I understand that probably a lot of the outlook there is going to depend on the trajectory of the economy, but based upon what you can see today and what you -- what is the consensus view of the outlook today, what kind of an opportunity do you think we could be expecting? Is there a historical period that you could point to that you think would make for a fair comparison?

Well, I think we've said for quite some time, the opportunity has always been larger today than it has been in previous periods. Just the total amount of leverage indebtedness is much greater than any period we've seen, there is just more companies with leverage. We think what happened especially coming out of or during COVID, a lot of companies were just able to stall any difficulties they might've had, probably due to the central bank intervention. And so, while clearly ongoing distress in the economy, higher interest rates, inflation et cetera, will improve prospects for Financial Restructuring. But we think many of these companies, which probably in a normal cycle would have had some difficulties one or two years ago, they're just coming into play now. And we're, obviously, seeing a bit more stress as we mentioned in Europe and Asia. So I don't see at this juncture the kind of very sharp downward decline that we saw for a very short period in COVID or a more lengthy period we saw in the great recession. But at the moment, this just feels like a longer duration of some level of distress and probably some of the companies that could have entered into difficulties previously are now in that stage in the current moment. And although as we said, it will take some time before these produce actual and sizable financial results, but the volume of conversations are clearly up.

Okay, that's helpful. And then switching gears to the Corporate Finance business. The release pointed to healthy new business activity despite the fact that it also said there was a slowdown in global M&A. So maybe if you could help square that. Is the idea that maybe there's just more resilience in deals under $1 billion, or is the resilience in the Corporate Finance business more about pickup in non-M&A advisory activity?

I think it's partly what we've built. I believe we're very diversified across geographies now, very diversified across different industry sectors, do have some diversification away from traditional M&A and whether that's capital markets, private funds placement, et cetera. So all of that, as well as, I think an ongoing increased presence and brand reputation of the firm has continued to enable us to do better than the macro market statistics. At the moment, we do think that the mid-cap deals that we're working on, there is a good amount of volume out there. I know there's been a lot of commentary by others on what are the financial sponsors are doing, but we still see activity level in the financial sponsors. I think also the fact that we're now, call it, five or six months into this at least stock market, bond market business downturn, sellers and buyers are getting closer to parity in terms of how they view assets, which is a better comment than maybe where we were three months ago. I wouldn't say that they're identical at this point, but usually when these downturns occur, after a while, eventually sellers can move into buyers perspectives, which tend to move quicker than sellers.

Great. Thanks for the color. Really appreciate it.

Thanks, Brennan.

Thanks, Brennan.

We'll go next to James Yaro of Goldman Sachs.

Hey. Thanks for taking my questions. So maybe I'll just turn to FEA, which continued to see really robust growth and reaching a record this quarter. You've been growing at roughly 20% year-on-year for almost two years now in that business. As we head into what could be a more challenging M&A backdrop? What's the ability to continue this cadence of growth given that, as you've talked about in the past, some businesses in FEA are more M&A activity related?

Yeah, we still feel very good about the FEA business and whether it's mid-term to long-term, we think we've got a lot of growth potential out there. As we mentioned, the headwinds that are impacting M&A still do impact FEA as well, but not as much. There are certain components of the service lines that are not nearly impacted by what's happening in the market environment. I think we've added some great talented people, we've expanded into some new geographies and become probably a little bit more sector focused in this area. And we think there is still plenty of potential for growth out here. All things being equal, it will grow faster if we weren't in the market environment that we are, but we still think we can continue to grow that business for the foreseeable quarters and years if market conditions stay at least where they're at.

Yeah. And I think that the key is, in these market conditions the headwinds are more manageable, but if we drop into a more severe M&A market we'll start to see some of the product lines and some of the service lines in FEA affected in a much more meaningful way.

Okay. That makes a lot of sense. Maybe if I just turn to the -- your capital return priorities at this point and specifically around the attractiveness of inorganic growth. Maybe if you could just talk about whether you think that's -- that inorganic growth opportunity has increased over the course of the year? And maybe if you could perhaps compare it against what you saw in 2021 when I know you had talked about the attractiveness of going out and doing some deals.

I think we've been active for probably at least a decade of always talking to a certain number of companies. For different reasons, I think when times get a little tougher companies that are much smaller than ours realized that the expanded platform that we have should enable their bankers to do much better on a platform like ourselves than the platform that they might have. So that starts the conversations, there still needs to be a good strategic fit, their needs to be good people fit. And so I think at any given time we are always looking at a handful or maybe more than the handful of different companies across some different geographies or industry sectors or incremental service lines.

Okay. Thank you so much.

Thanks.

And we'll hear next from Manan Gosalia of Morgan Stanley.

Hey, good afternoon. I wanted to follow up on restructuring. I appreciate all the comments on the fact that distressed opportunities are ramping up. There is a view out there that given the share of volume of refinancing done last year while rates were low, that liquidity ratio is just still healthy and that will give some of the high-yield and equivalent borrowers a little bit more time. But it sounds like that's not what you're seeing. So I was wondering if you can comment on that?

I will start with the fundamentals of the company itself and what is their business plan and does their business plan work or need to be tweaked in some fashion in today's marketplace. Then I think you start overlaying what the capital structure they have. So certain companies I think need potentially changes in business plans, some companies just need changes in their capital structure, some they're not really at all a traditional restructuring, it's liquidity -- liability management type of a work stream. So, I wouldn't say because what you described is going to, in our minds, slow down the amount of restructuring work. I think it really does start with what the company does for living and how well it fits in the marketplace today. And like I said, you have to then layer in the capital structure issues.

Sure. As a follow-up to that, are there any clear leaders or clear problem sectors that you see? I appreciate you called out Asia and Europe. But are there any companies maybe on the tech side or companies that may be exposed to the consumer? And if it stack, is there an opportunity here for you to get additional business given the GCA acquisition or is it too early to talk about synergies on the restructuring side?

So I think it's still pretty broad-based, we want 0.28 particular sector per se, but a few things I might mention. You know the whole crypto situation didn't really exist a couple of years ago. So that's a new area. I think on the tech side, both our capabilities are much enhanced because of the GCA acquisition. In addition, if you went back maybe a decade or so ago, most tech companies just never had that much debt in their capital structure. A lot of tech companies, many of them with repeat type of business have taken on series of debt over the last handful of years, so that becomes more available in terms of potential restructuring. And clearly the war out in Ukraine has impacted many out in Europe, more so than the States at this point. And so, that caused some of the stress. We know -- commentary that we can all read about certain property real estate issues out in China and other parts of the globe have been increasing out there. In the US itself, I wouldn't point it yet to a particular industry or two that's [indiscernible]So far, I'd say it's pretty broad-based.

Great. Thanks so much.

And we'll go next to Devin Ryan with JMP Securities.

Thanks. Good afternoon guys. How are you?

Hey, Devin

Maybe to come back to the conversation on the M&A advisory outlook. So, good to hear kind of new business activities coming in. On the other side, hearing about the elongation, deal closings and just maybe a slowdown of the deal closing, which I think is being seen by most in the industry. Are you guys actually seeing deals, because now we're maybe a couple of quarters into that, are you seeing deals actually breaking off yet or people still kind of kicking the can down the road? And then is the issue just uncertainty around just the macro and the outlook that's creating a wide bid-ask spread or is financing or maybe financing friction creating meaningful challenges as well?

So in contrast, I think the ‘08, ‘09 recession and maybe even the COVID-2020 where we saw a substantial amount of business go into what I’ll call permit hold or the debt category. We're not seeing that -- at least not seen that yet in our business. Part of it you maybe don't really ultimately know whether something will go on hold, or it will fall apart and tell you there. We are in many cases seeing maybe not as many who are new buyers approaching sellers. So you don't have the urgency of convincing the buyer to close rather quickly. Buyers have been able to hold a bit more sway than they used to before, lenders are able to hold more sway than they did before and all of that is generally causing I think either buyers or lenders, if you want to look at it that way, to ask more questions, maybe ask for another month or another quarter what the financial results. Maybe there's a little bit of price renegotiation. All those things just kind of cause timing delays. From M&A investment banker's perspective, we'd rather have deals close quicker, but they are just taking longer. So we're not seen a meaningful or even at this juncture probably a minor drop off in terms of number of deals that we just don't think are going to happen, but they're just continually taking longer than we would have experienced three months ago, six months ago, a year ago.

And as Scott has said in the past, I mean, if we're still having the same conversation next quarter, I think you're going to start, those on-hold deals will likely start to move into a [indiscernible] category. This really depends on how long this choppiness in the market occurs and which direction we come out of it.

Yeah. Understood. I appreciate the color there. And then, I guess somewhat interrelated, but the capital markets business, I believe, it sounded like it was doing relatively well. I would think that it could perform well in this environment, there might be need for your services, there is a little bit more complication in the backdrop. But can you maybe just talk about how that business is actually doing now? And then, just the outlook over the intermediate term for the capital markets business specifically?

Yeah. Short-term market conditions make it a little more choppy to complete deals in the capital markets area, but mid-term, long-term, we actually think the amount of choppiness out there is actually good for us and our competitors. Because the real competition is always been clients themselves believing that they can complete the deals. So it's not as easy for somebody to do financings. I think there is continually being a shift away from the traditional bank lending marketplace to the non-bank or direct lenders. And that's been much more where we can do participate in. So I think the outlook actually looks better and I think the business is doing well. And probably on a percentage basis this fiscal year it will do a larger percentage of Corporate Finance than it did last year, mostly just because the M&A marketplace is much stronger I think in our fiscal ‘22 and it's clearly tailed off into fiscal ‘23.

Yeah, that makes sense. Okay, terrific. I'll leave it there. Thanks guys.

Thanks, Devin.

And we will go for the next question from Steven Chubak of Wolfe Research.

Good afternoon, this is Brendan O'Brien filling in for Steven. So I guess first, the comments on the pace of new activity is encouraging, given the current environment. I just wanted to get a sense as to how the current pace compares with last quarter and maybe relative to 2019 levels? I was also hoping you could provide some color as to how things are trajecting so far this quarter. I just want to get a sense as to how things progress since we last heard from you?

So in terms of absolute new business activity, the June quarter versus the March quarter, it's probably flat to may be slightly better. So new activity has just not been the issue I think for our company than any in the industry. In comparing it to calendar 2019, a little harder for us, because that was pre the acquisition. So the amount of new business, whether by numbers, by dollar amount -- perspective dollar amount is meaningfully up today versus where it was in 2019. If you through in the acquisition, it still be very strong, but it's not at the same level of trying to compare two identical time periods just due to the size and importance of the GCA acquisition.

And then I think relating to how is the quarter going. I mean, clearly, our comments today reflect what we've seen so far in this quarter even though they're supposedly as of June 30. So I'd say our comments reflect the first [indiscernible] 27, 28 days of July as well.

Got you. That's very helpful. And I guess, on the Corporate Finance business again. You noted how Europe is obviously facing more significant headwinds arguably given proximity to war in Ukraine and greater reliance on Russian exports. And as well as the weakening global growth outlook in China. I was hoping you could maybe discuss the differences in activity levels that you're seeing between the different geographies across both traditional M&A and restructuring.

So two different tasks, obviously, on M&A versus restructuring. In Europe the economy does clearly feel worse than the United States. Having said that, I think because of the substance and quality of people we have, in part because of the recent acquisition we did. Our presence is much greater, and in fact, the number of significantly larger sized transactions and therefore potentially larger sized fees is much greater today than we've seen before. And I think that's a testament to once again combining with our new partners and what we're able to achieve. In Asia, we still tend to do more work or seeing more volume on the restructuring side. We do have a very good and strong presence in Japan as well on the healthy M&A side. And in the United States, we haven't seen the speed of increased volume on restructuring like we mentioned in our comments that we had in either Europe or Asia at this point, but the US marketplace for restructuring potentials is just much greater, just a bigger market. So I think we'll have to see kind of how the US economy, US interest rates, US supply issues, et cetera, continue to fold out. When we look at actual amount of sponsor activity, it's still doing rather well, not only in the United States, as well in Europe. And like I said, we've continued to see relatively good results in terms of new activities. We are really waiting and hoping that we'll be able to start shrinking the timeframe and be able to take a lot of that new activity and turning into revenues. It just hasn't happened at the pace that we would have thought or in a comparison basis if you were asking us that question six or nine months ago.

That's great color. Thanks for taking my questions.

And we move to a question from Michael Brown with KBW.

Hi, Scott. Hi Lindsey. How are you guys?

Hi, Mike.

Hi, Mike.

I want to follow up on the capital markets advisory commentary from the earlier question. Scott, you mentioned that the contribution will likely be higher this year, which makes sense. Could you just put a finer point on that. I don't think we've ever really heard what the contribution is from that business. I know you've been investing to grow HLI Finance. So generally what would be the range in terms of the revenue contribution? And what is the MD headcount in that business now?

We never disclosed the MD headcount in that business. We have said on previous calls, I believe, that the revenues for that business is anywhere from 15% to 25% and expected to be towards the higher end of the range this year, but in previous years depending on just how strong the M&A markets are, it's been towards the lower end of the range. But it contributes significantly to the total revenue for Corporate Finance.

Okay, great. And Lindsey, just on the expenses, clearly, there is inflationary pressure on the expense base and [indiscernible] has been rising as you, as you mentioned in your prepared comments. How should we think about maybe the right jumping-off point from here when we're thinking about the expenses going forward?

Well, we've had consistency for three quarters which has been nice. I do think there is some seasonality in these numbers, just based on sort of investments we make in the business throughout the year, whether it's training or whether it's in the off sites we have. So if you take a look at some historical years in terms of how that business or how our non-compensation expenses have moved, I'd say, you're likely to see some pressure certainly in the second half of the year, on the $60 million we delivered this quarter. Next quarter, I'd say probably, you're going to see slightly higher non-compensation -- non-compensation expenses. But I would take a look at the seasonality view that last two or three years is a kind of proxy and that's probably not a bad estimate for this year.

Okay. That's helpful. Thanks for taking my questions.

And we'll go next to Jeff Harte with Piper Sandler.

Hey, good afternoon guys. A couple of cleanups for me. You talked -- everyone talked a bit about financial -- the availability of financing. Can you speak a little more to it? And I guess I'm more specifically interested in kind of its impact on the middle markets relative to kind of some of the large transactions that you are seeing out there. I mean how available is financing and how important is that to the middle market business.

So, availability of financing, I think it's always important, but I think you need to make sure you have a correct perspective. We are just nowhere near ‘08, ‘09 where financing just was not available. There -- first of all we head into this downturn, how you want to look at it, the number of parties that are providing financing is so much greater than what existed 15 years ago. The balance sheets of the money [indiscernible] banks are so much better. People are able, willing and more creative to come up with the new structures. And so while financing is tougher to come by today than a year ago, no dispute on that. And some of the traditional bank lending has clearly cooled down, but for deals for the most part that we're in dialog with the executives or private equity firms, there are parties that have in our financing the deals, they are clearly at higher interest rates, in different set of structures or covenants to them. But I would not be at least for the kinds of deals that we're doing, I won't be having a mindset that says, they're not getting done because they can't get financing

Okay. And then sticking with the middle market, can you give us some kind of incremental color on changes you're seeing if you are seeing any intent of dialogs and planned transaction appetite. I’d suppose I'm thinking of middle market activity is kind of a leading indicator. It seems to slow first and restart first in prior cycles.

Yeah. I mean what we've said is, first of all, the typical timeline to close a middle market deal is less than the large cap deals. So a lot of the larger cap deals that are closing today or three months ago were things that were brought in, call it -- excuse me, in calendar 2021. So you have that dynamic. Yeah, there is still, I think -- when we take a look at the interest of both strategic and private equity to do deals, it's out there. I would just describe that the number of participants in a general transaction and a general auction if you might is less than we've seen before. But there is still enough interested parties, we can get deals done.

Okay. Finally, restructuring, you mentioned faster acceleration or pickup in kind of Europe and Asia than the US. Can you tie any of that to kind of the GCA transaction. You use to have a bigger business over there, some cross-sell opportunities from existing bankers or is it too soon to draw that conclusion?

Clearly, we have achieved more results on all three of our primary business segments, including the restructuring from the event of having incrementally much bigger and broader staff in Europe and in Asia and with the skills that they brought on the technology space, et cetera. But I'd say most of the new dialog and activity that we're seeing in restructuring is coming from the marketplace changes and not necessarily because we've dramatically changed our head count and skills. It's clearly helpful, but it's, I would say at this point, it's more market driven than something unique to Houlihan Lokey versus other firms

Okay, thank you.

Thanks, Jeff.

Thanks, Jeff.

And it appears there are no further questions at this time. I'd now like to turn the conference to Scott Beiser for any additional or closing remarks.

I want to thank you all for participating in our first quarter fiscal year 2023 earnings call. And we look forward to updating everyone on our progress when we discuss our second quarter results for fiscal 2023 this coming fall.

And so, this concludes today's call. Thank you for your participation. You may now disconnect.