Houlihan Lokey Inc (HLI) 2023 Q2 法說會逐字稿

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the Houlihan Lokey's Second Quarter Fiscal Year 2023 Earnings Conference Call. (Operator Instructions) Please note that this conference call is being recorded today, October 27, 2022.

I would now like to hand the call over to Christopher Crain, Houlihan Lokey's General Counsel. Please go ahead.

Thank you, operator, and hello, everyone. By now, everyone should have access to our second 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 September 30, 2022 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.

Welcome, everyone, to our second quarter fiscal year 2023 earnings call. We ended the quarter with revenues of $490 million and adjusted earnings per share of $1.19. Revenues were down 9% versus the same quarter last year and down over 25% pro forma, if we had included GCA's revenues for the quarter ended September 30, 2021. However, we achieved some positive momentum this quarter with revenues improving 17% versus last quarter.

Corporate Finance's quarterly revenues of $315 million were down year-over-year, but were 19% higher than last quarter as we continue to see small improvements in market conditions heading into the second half of our fiscal year. For instance, we have started to see a narrowing in the bid-ask spread between the sellers and buyers. Nevertheless, middle-market financing remains constrained as capital is more expensive although selective leverage transactions are still getting done. These transactions involve higher quality companies, which are more resilient or recession-resistant and in most cases are getting done with less leverage.

As mentioned in previous quarters, new business activity remains healthy, still the average time to close transactions remains elongated and we continue to see elevated number of transactions being put on hold. Overall, I would characterize our Corporate Finance business today to be slightly improved from last quarter, but still operating in a challenging market environment.

Financial, Valuation and Advisory recorded $77 million of revenues, its second best quarter ever and 17% higher than the same period last year. We continue to grow our FVA business across all service lines driven by an expansion of our employee base and several years of investing in senior hires. A portion of our FVA business is tied to the M&A markets and is facing many of the same headwinds as our Corporate Finance business. Partly offsetting those headwinds, we believe we continue to take market share in a few areas where we would typically see pressure in a market environment like the one we are in. Also a portion of FVA operates in the service lines and for clients that are not as correlated to the M&A markets and market conditions in general, and that portion of FVA generally operates well in most market environments.

Financial Restructuring produced $98 million of revenues, up 17% when compared to the same quarter last year. The quarter benefited from a very sizable fee, which periodically occurs in this business segment. And market conditions for Financial Restructuring continue to improve and we continue to see elevated levels of restructuring work in fiscal 2024 as a result of new business activity over the last couple of quarters.

The number of distressed companies and amount of distressed debt in the marketplace is meaningfully up versus full year this year. Generally, the market opportunities are growing faster outside the U.S. and there are fewer mega-size restructurings than in past downturns. However, in the last couple of months, we've seen a significant increase in activity levels in the U.S. Furthermore, current market conditions do not represent the same crisis environment that existed in the great financial crisis or early days of the pandemic. However, it is quite possible that this environment may produce an elevated level of restructuring revenues over a longer period of time.

As we step back and assess our business model, we are pleased by how all 3 product lines are performing in this environment. We believe our balanced business and our well-diversified footprint continue to give us a leg up versus our competitors. With the addition of GCA, we are more geographically diversified than at any time in our history, and our industry depth and breadth continues to improve as we add unique industry sub-sectors.

Finally, we believe we benefit greatly from a mix of both strategic and financial sponsor transactions. Our focus on growth continues despite current market conditions as we hired 4 managing directors this quarter. We added new sub-sector industry coverage this quarter. We are actively engaged with a few acquisition targets and we are greatly expanding our presence in India and expect to add new offices across the globe in the next few quarters. Overall, the current business environment is more challenging than the last few years, but our brand reputation continues to grow and we believe our long-term prospects are quite positive.

And with that, I'll turn the call over to Lindsey.

Thank you, Scott. Revenues in Corporate Finance were $315 million for the quarter, down 19% when compared to the same quarter last year. We closed 114 transactions this quarter compared to a 134 in the same period last year. And the average transaction fee on closed deals was down slightly. As a reminder for comparative purposes, since we did not complete the acquisition of GCA until October 2021, Houlihan Lokey's revenues for the quarter ended September 30, 2021 did not include revenues for GCA.

Financial Restructuring revenues were $98 million for the quarter, a 17% increase from the same period last year. We closed 24 transactions in the quarter compared to 20 in the same quarter last year and our average transaction fee on closed deals increased slightly. As Scott mentioned, Financial Restructuring benefit from a significant fee event during the quarter.

In Financial and Valuation Advisory, revenues were $77 million for the quarter, a 17% increase from the same period last year. We had 890 fee events during the quarter compared to 806 in the same period last year. FVA saw growth across all service lines and continued to maintain good momentum as we enter our third fiscal quarter.

Turning to expenses, our adjusted compensation expenses were $300 million for the second quarter versus $330 million for the same period last year. Our only adjustment was $8.8 million for deferred retention payments related to certain acquisitions. Our adjusted compensation expense ratio for the second quarter was 61.5%, the same as last year.

Our adjusted non-compensation expenses were $72 million for the quarter, an increase of $29 million over the same quarter last year. Last year's second quarter ended September 30, 2021 does not include non-compensation expenses for GCA of approximately $11 million, which offsets a portion of the increase when comparing this year's second quarter to last year's second quarter.

Non-compensation expenses also increased as a result of an increase in headcount, an increase in travel, meals and entertainment expenses, bankers have significantly increased work-related travel, an increase in both rent and information technology as we continue to invest in both of these areas along with the growth of the firm, and an increase in other operating expenses related to such things as placement fees, outsource personnel, events and trade shows and charitable contributions. This resulted in an adjusted non-compensation expense ratio of 14.8% for the quarter versus 8.1% in the same quarter last year. We believe that our long-term target for our non-compensation ratio will be lower than what it was pre-COVID given the increased size of our business and certain efficiencies that we believe will occur especially in the areas of TM&E.

For the quarter, we adjusted out of our non-compensation expenses, $16 million in non-cash acquisition-related amortization. The vast majority of which was amortization related to the GCA transaction. We do expect significantly elevated levels of amortization relating to this acquisition through the remainder of fiscal year 2023. In addition, we adjusted out of our non-compensation expenses, $2.3 million in integration costs related to the GCA transaction, which includes the back-office integration of Asia, the last piece of our corporate integration.

Our adjusted other income and expense increased for the quarter to an expense of approximately $1.2 million versus an expense of approximately $900,000 in the same period last year. We adjusted out of our other income and expense $1 million related to a non-cash revaluation of a warrant that was assumed as part of the GCA transaction and $2.8 million related to an earn-out for one of our previous acquisitions. Our adjusted effective tax rate for the quarter was 27.9%, flat when compared to the same quarter last year. Our long-term range for our effective tax rate is between 27% and 28%.

Turning to the balance sheet and uses of cash. As of the quarter-end, we had approximately $540 million of unrestricted cash and equivalents and investment securities. As a reminder, during November, we will be paying our deferred cash bonuses for fiscal year 2022.

In this past quarter, we repurchased approximately 100,000 shares at an average price of $81.56 per share as part of our share repurchase program. We continue to be disciplined regarding share repurchases as we look to maintain balance sheet flexibility.

And with that, operator, we can open the line for questions.

(Operator Instructions) And we'll go ahead and take our first question from Brennan Hawken with UBS.

This is Ben Rubin filling in for Brennan. My first question is on restructuring. Definitely a nice quarter for you guys, definitely higher than what we were expecting. And given your commentary on an extended period of time, an elevated level of activity, how should we unpack those comments? How long are you guys kind of seeing that period of time extensive for restructuring? And how should we be thinking about the opportunity in the back half of your fiscal year '23?

So, no one of course knows if we're in some downturn, how long it might last and what the impact will be in our business. I think what we wanted to describe is the last 2 downturns, I'll call it the pandemic issue and the great financial crisis were rather deep and lasted especially in the pandemic one relatively a short period of time. This feels like if we're entering some form of a slowdown in the business environment, you probably won't see restructuring revenues from a year-over-year basis grow at the same pace that maybe we saw in previous downturns. But on the other hand, we think it will probably last longer. There's just more still debt out there, more companies with some level of trouble and ultimately, it just feels like it will be a longer lasting potential restructuring cycle, but not as deep and therefore, we're not necessarily expecting the doubling of revenues like we've seen in the past from a trough to peak.

And as far as your question in fiscal '23, what we've point out, as we still think fiscal '23, it looks more like, if you might, a normal restructuring year and all of the new business that we've been hired on, it's going to have much more of a financial impact in fiscal '24, even fiscal '25.

Great. That's very helpful for framing the duration. My follow-up is on FVA, and as you mentioned, second best quarter ever about $77 million. I did see that MD headcount did drop a little from last quarter. Just trying to understand, what is your expectations to continue to grow and take market share in this space given the challenging environment?

We still think the market is huge. We're only touching still a very small fraction of it, our total headcount and in the FVA business as well as maybe all of them. I mean, we are focused not only on managing directors, but all the way down to analysts as well. We've continued to add quite a few new officers, quite a few new analysts and associates. There's always some level of turnover, but we clearly think the totality of our bench, the strength of it, the skills of it will allow us to continue to do well.

And at this moment and we've said it, I think in the last quarter too that we think, the positive internal tailwinds are doing a pretty good job against the external headwinds, which are still enabling the business to do quite well. And otherwise, what you typically find is, not necessarily a healthy M&A marketplace.

We'll go ahead and move on to our next question from Steven Chubak with Wolfe Research.

This is Brendan O'Brien filling in for Steven. So, I guess to start on the Corporate Finance business. It sounds like you noted that conditions there have improved really somewhat. In the past, you've seen some pretty strong seasonality in the December quarter, but given the ongoing challenges in the financing markets that you noted on the elongation of deals, I want to get a sense as to whether you believe that seasonal dynamics still holds or if it's maybe a bit more modest and then kind of thinking through the trajectory into your fiscal year 4Q as well?

So 2 comments really to start out and Lindsey can add to it is. Sometimes taxes or potential changes in the tax code drive reason to why people want to close prior to December 31 or after. There isn't really at this moment any meaningful tax changes that are driving it. And then what it comes down to is buyers and sellers and lenders and borrowers sometimes have motivations to want to for their own booking purposes, bonus purposes and while we are a March 31 company, our clients and their private equity firms and the lending institutions are generally December 31.

Unclear in today's environment, will people really try to race to get things done by December 31, so they at least have something to pat themselves on the back for in terms of getting things done in this calendar year or will they go the other direction and feel like, well, this year isn't going to be great anyways, so why push it and we'll move it into calendar 2023.

We're not in control of whatever that outcome might be. And so that's my hesitation. Otherwise, you're correct. You've always seen that our second-half of our fiscal year, it is better than our first half and there's usually some seasonality for some of the reasons I mentioned, not clear whether there'll be some unique dynamics this year that might change that.

Great. Great color. So I guess, just taking a step back, it sounds like restructuring revenues going to be continuing to build here into next year and beyond. And at the same time, you're discussing like an improvement in the overall M&A environment. Historically speaking, we haven't really seen those 2 businesses on an industry level kind of move in the same direction. I guess, every crisis is a bit unique and this one's not yet a crisis, but no different. I just wanted to get a sense as to whether you really think like both of those businesses could be actually accelerating somewhat like in [lockstep?]

In a crisis downturn, it is hard when that turns around to see restructuring grow and Corporate Finance grow. But we've seen actually many years that I wouldn't say, you're in crisis mode, so the markets are generally healthy, Corporate Finance is growing. And the total amount of global indebtedness in a variety of companies, which always have a litany of issues, maybe it's too much debt, maybe it's technology disruptors, maybe it's some fraud issue, maybe it's a natural disasters, maybe it's some regulatory issue, there are always a constant component of restructuring out there.

And so we've seen, I think in many years over the last probably 10 years, in fact, all 3 of our business segments have grown. And so while instinctively, you're correct. You generally think Corporate Finance goes up, when restructuring goes down and vice versa, but if you actually look at our historical financials, there's been many of those years, in fact, all three of the businesses have grown.

And we'll move on to our next question from James Yaro with Goldman Sachs.

Maybe I could just start with the private credit markets, that's obviously where I think most of your clients finance given your mid-caps skew. Maybe you could just talk about how these markets are performing? Are they open and functioning or have any of the stresses in the capital markets began to trickle down? And then just sort of the corollary, what does that meant for the sponsor ecosystem and their willingness to deploy capital?

So tied in the comments that we gave earlier, we do see and believe that the private financing marketplace is open, is functioning, it has levels of strain. We've noticed that in some regards that financing marketplace today is probably a little tighter than it was even a quarter ago. But there is a difference in our mind between the public finance deals and private finance deals and types of size of deals. And we have to remember there are literally hundreds and hundreds of potential financiers who will provide financing for a particular company.

So that enables us to still find opportunities out there. But yes, it is more difficult and I think it is putting some constraints on the volume and ability for private equity firms to do deals, but they're still doing them. As we've noted, sometimes they're doing them with a different capital structure, i.e. maybe potentially more equity. And you're focused on different kinds of companies that tend to have a better business plan for this kind of a business environment than others. But we're nowhere near kind of the closed environment that we experienced in calendar '08, '09 in the great financial recession.

Okay. That's very clear. Maybe you could just touch on the ongoing strength in Europe in corporate finance as that part of the market certainly continues to outperform. What do you think is driving that? And do you think it really can persist at this elevated level versus other geographies given the magnitude of economic stress there?

If you read or understand what potentially is existing, it might be forthcoming in Europe versus the U.S. Europe does feel like it's going to have more economic issues, at least short-term than the U.S. Having said that, part of our problem in answering your question is the size and importance in brand and reputation that we have in Europe today is so much greater than it was one, two, three, four years ago. It's not as easy for us when we look at what we're doing. Is it because of the marketplace or is it because of Houlihan Lokey.

And I mean, it regards -- I think it's much more probably Houlihan Lokey and it has to do with the acquisitions we've made, the hirings that we've made. I mean, instead of being just an average, also ran player, we are a meaningful, substantive player in M&A in the capital markets in Europe. So I try not to dodge your question. I think others are probably better able to answer it on a comparison basis. We struggle a bit with that question because we're so much different and stronger and better than we were relatively even just a year or two ago.

And we'll move on to our next question from Manan Gosalia with Morgan Stanley.

I wanted to clarify some of your comments on M&A. In the release, you mentioned that you're seeing an increase in deal closings for the next two quarters. And in your remarks earlier on the call, you suggested that the environment is only slightly improved from last quarter, but it's still challenging. So were you making a distinction between, say, what you're uniquely seeing in your geographies and then in your focus areas versus the broader industry or you were just qualifying the comments that there is a slight improvement that is taking place in the industry?

Couple of points. We do feel slightly better about our corporate finance business and opportunities today than 90 days ago. I guess, this is point one. Point two, as we mentioned, as we are now close to nine months, if you might from kind of declines in asset value, stock market, et cetera, we think this gap, which was much greater between seller perspective and buyer perspective is closed, which helps do deals.

So what I think always buyers and sellers or lenders and borrowers want is as much certainty as they can even if it's -- whether it's good certainty or bad certainty, just there appears to be a bit more certainty, at least in what we're experiencing. There is always some expectation we have in the seasonality. The other gentleman asks that typically, we do see better results in the second half versus the first half, whether that will continue or not, but that's at least been what our history is.

And the other comment is, well, Lindsey mentioned, the actual number of deals we've closed were less this quarter than it was a year ago. But a lot of those deals that we keep talking about are put on hold or elongated. They're not dying. So some of the stuff that we really thought or hoped would have closed one, two, three, four months ago, they are finally closing. So that gives us some level of confidence as well, that eventually a lot what we have in our backlog potentially will still close, it still may just take a little longer than we'd like. But there's not things that are completely disappearing, likely we've seen in other down cycles. So I think those were some of the points that I would mention.

And in terms of buyer and seller expectations coming closer together, what side are you seeing more of that on? Is it seller expectations capitulating going into year end and potentially higher recession risks in the next year or is it buyers just willing to put more money to work given that we're close to year end and there's so much dry powder out there?

I would not at all use the word capitulation. I just think it's consistent with what we're talking about home prices, business or other kinds of assets, buyers typically move to new fair market value much quicker than sellers. And the longer something continues, eventually, both sides get a little closer. Probably, I'd say, sellers have moved a little more towards whatever that midpoint is than buyers. But it's not a capitulation concept.

And don't necessarily think we've entered a period where buyers have said enough, enough, let's just go out and start really buying things. That was a commentary you might have said in summer or fall of 2020. There's still deals getting done. And just like I said, we kind of smell test what people are thinking and what they're willing to do deals at. And they're getting closer in their perspectives of each other.

And I think just as a reminder, Manan, 80% or more of our transactions are private. So there's a lot more factors that go into why are you selling? Why are you buying than simply value, I mean, whether it's end of life for financial sponsors or succession planning for family-held businesses. The longer we're in this stable, but choppy market, the more likely they're going to take steps towards the middle because of timing. And that's essentially what's Scott is saying and what we're seeing is, as long as the capital markets kind of hold up for us, you're going to see them march towards the middle because there's just a lot more factors going into this than just maximizing value or economic terms for both.

We'll move on to our next question from Mike Brown with KBW.

So corporate finance had a strong results in a tough environment. So I was just hoping to get a little more color about the key drivers of the result this quarter and if you could touch on any of the contribution from the non-traditional M&A businesses such as HLI finance?

Go ahead, Lindsey.

I mean, I think corporate finance's success this quarter was pretty broad-based. We had quite a strong quarter as did some of our peers in our Europe and U.K. business. And -- but from an industry standpoint, fairly broad-based. I'd say, the capital markets business and the M&A business, which is the second largest component to corporate finance, both did about the same. So no distinction between either of them in terms of performance. And it's pretty broad-based results for corporate finance with really no team other than maybe Europe performing better than the U.S. which we've also heard from some of our peers as well.

And then just as a follow-up on corporate finance, it looks like that the MD headcount there declined by about seven -- I guess, seven quarter-over-quarter, which seems like a pretty large move. Can you expand on that change? Is that simply just normal attrition or was there may be a purposeful reduction in force or something else at play there?

Absolutely no reduction in forced, lay-offs, whatever you want to call it. I think this is just normal turnover. Some of it is retirements, some of it is people getting out of the business and want to do something else. Some are going to competitors, some for the same reason we successfully hired people because we have a better platform for what they do. There's other bankers, statistically who are going to feel that there's a different platform that they might go to. Part of it is also a little bit of digesting of whenever we hire people or acquire businesses, there's always going to be some small amount of churn. But at this point, I don't really think the total number of MDs, net departures, anything significant.

And along those lines, I think our attitude and process towards hiring people has been very consistent. We're really not looking at trying to pull back any of our expectations. And I would say both what we hired and have announced for the September quarter and what we've hired and have in place and we'll announce when they officially come in and get to the December quarter and March quarter think looks very normal for the size of our business at this point.

(Operator Instructions) We'll move on to our next question from Devin Ryan with JMP Securities.

This is actually Michael Falco standing in for Devin Ryan. I wanted to ask about M&A opportunities. You noted that you're actively engaged with a few acquisition targets, just curious, if there was any more color you could provide there or areas across the business or white spaces across the platform that that might benefit from an acquisition? So I would appreciate any additional color you might have on that.

Go ahead, Lindsey, you have been closer to that we've been tracking reasonably.

Look, I think we have -- our strategy for years has been to maintain a pretty healthy pipeline in M&A. These transactions, as we've mentioned, often take months or years to form before they actually come together. So that hasn't changed. And I think if anything, probably as the markets have become a bit more choppy and in M&A, you've seen a decline, we tend to see that pipeline improve, not necessarily by volume, but by quality of discussion. And I think that's what Scott was alluding is that, we have a -- we are happy with the pipeline we have, we're happy with the discussions. And one of the reasons why we've been more conservative with respect to our balance sheet is that when we go through downturns or situations like this, oftentimes M&A tends to become more active. And that's consistent with what we've seen in the past and we're experiencing it now.

And then I did see that you announced a new senior hire this week that's going to expand your capital markets business in the Middle East and Africa. Could you talk a little bit about the growing opportunity in that region and then also just globally for the business more broadly?

If you look at the map where Houlihan Lokey operates, we've got a very sizeable presence in the United States, very sizeable presence in Europe, a growing presence in Asia Pacific area, still relatively small in the Middle East. So that's one of the areas that we see business opportunities and we are looking and want to expand it. We've always said at some juncture, we'll probably get to Latin America, other parts of Southeast Asia.

So there's by no means have we stopped where we think we can go geographically. And we've been in our Dubai office for several years and we have continued to add personnel there from the original beginnings and we think that there's more business for us out there. And so the person that was announced a couple of days ago is just an ongoing addition in terms of, once again, I'll call it bench strength to provide even more services than what we currently do in our Dubai office and what we'll hopefully be able to do across the Middle East in total.

And I think just to add to that, we have been quite successful in the Middle East with respect to our restructuring practice with a handful of fairly notable engagements in that region, and there is a symbiotic relationship between restructuring and capital markets. And so it is a natural to in a healthy restructuring environment for Houlihan Lokey kind of add that type of senior experience hire to our service offerings over there.

We'll take our next question from Ken Worthington with J.P. Morgan.

So you mentioned that the different parts of middle markets, M&A was holding up better than others with sort of the high quality deals, much more apt to get funding, while the lower quality deals I think struggled or really struggled this quarter. And so I don't want you to insult any of your clients, but -- and I'm sure all your companies are high quality. But as we think about the mix of your middle market clients, what portion do you think will be still likely to get funding even if the financing markets get much more challenging? Like how durable are the clients that you serve?

You got to send the question. I don't think there's an easy answer because you can't quite pull that kind of question. I mean, I think what we've said, it's not high quality or lower quality companies, certain companies and what they do, can and will perform, okay, or not so bad or even very good in a business environment that we're in. And therefore, that's what we're saying. Those companies are in a better position to be buyers or sellers or raise money or continue to grow. And other companies that are going to have more difficulties in an economy that might be slowing down, that they will just maybe have to wait until things turn.

So really it's all over the board. And probably what that company does for a living, geographically where they are, maybe the management team, their particular business plan. And I don't think we have really an answer that says, X percent of our clients can get financing today and Y percent can't and here's what might happen a quarter or two quarters from now.

And then maybe in terms of FX moves this quarter. Clearly, we have GCA, we had yen, euro, pound moved a lot, to what extent did currency weigh on revenue and income in the September quarter? Any sort of magnitude you can help us with?

Ken, we haven't done an analysis that compares sort of what pro forma revenues would look like had currency not changed. So we just don't have those numbers. I will tell you that we have a pretty significant business in Japan, which obviously, was meaningfully impacted by currency and we have an increasingly significant business in the U.K. and Europe. But haven't gone through the process of saying, here's the tens of millions of dollars, their revenues would have been higher had currency not changed.

And with that, we have no further questions. I would now like to hand the call back over to our speakers for any additional or closing remarks.

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

With that, that does conclude today's call. Thank you for your participation. You may now disconnect.