Good day, ladies and gentlemen, and thank you for standing by. Welcome to Houlihan Lokey's second quarter fiscal year 2027 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, October 28, 2026. I will now turn the call over to the company.

Thank you, operator, and hello, everyone. By now, everyone should have access to our second quarter fiscal year 2027 earnings release, which can be found on the Houlihan Lokey website at www.hl.com in the investor relations section. Please note that the discussion today will include forward-looking statements. These forward-looking statements, which are usually identified by use of words such as indicate, suggest, see, will, Expect, believe, or other words or phrases of similar meaning 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 you to our recent SEC filings for a more detailed discussion of the risks Thank you for joining us today. During today's call, we will discuss non-GAAP financial measures. These non-GAAP measures are not intended to be considered in isolation from, as a substitute for, or as more important than, the financial information prepared and presented in accordance with GAAP. In addition, these non-GAAP measures have limitations in that they do not reflect all the items associated with a company's results of operations as determined 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, which can be found on the HL.com website. Posting the call today, we have Scott Adelson, Willihan Lokey's Chief Executive Officer, and Lindsey Alley, Chief Financial Officer. 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, Sippy. Welcome, everyone, to our second quarter fiscal 2027 earnings call. We ended the quarter with revenues of $692 million and adjusted earnings per share of $1.85. Revenues were up 5% and adjusted earnings per share were flat compared to the same period last year. Our results for the quarter reflect a normalizing market environment which continued into October. Key metrics indicate solid performance for the remainder of the year across all three of our businesses, and we have seen a return to growth in both Europe and the U.S. and across our industry groups, except technology and healthcare. We do, however, remain cautious given the volatility of the macro environment. We continue to see headwinds from interest rates, ongoing geopolitical instability, and dislocation in the software sector. Our corporate finance business produced $481 million in revenue for the quarter, driven by higher average transaction fees. Heading into the third quarter, our backlog and activity levels suggest growth for the balance of the year, even as we remain mindful of the macro volatility. Despite the higher interest rate environment of the last few months, transactions continued move through the pipeline to closing. which tells us that the stronger economic fundamentals are outweighing macro uncertainty. Financial restructuring produced 118 million in revenues for the second quarter, performing in line with our expectations. Based on our current backlog and new deal activity levels over the last several months, we see a stronger second half of the year and elevated restructuring revenues through fiscal 2028. Our reputation and experience in the software space has led to significant wins in the sector, and we expect these engagements to begin contributing to revenues in calendar 27. Financial valuation and advisory produced $93 million of revenues for the second quarter. Growth was primarily driven by our portfolio valuation business. We added 12 new managing directors in the second quarter, including eight who joined us through our acquisition of Intrepid Financial Partners, which closed in September. We're excited to welcome our new partners to Houlihan Lokey. Also in the second quarter, we welcome our new chief legal officer, Sipi Bhandari, who you heard from earlier on the call. We are all delighted to have Sipi on board. I would like to extend my sincere gratitude to Christopher Crain, who served as our general counsel and a member of our executive team for 22 years and who fortunately will remain a senior advisor. In terms of acquisitions, our pipeline remains strong, and we are confident that our combination of organic growth and strategic acquisitions will continue to deepen and expand and strengthen our talent base around the world. I want to thank our shareholders for their support, especially during the volatile first half of the fiscal year. We continue to execute our long-term business plan and believe that we are the best positioned investment banking advisory firm to capitalize on our industry trends over the next decade. With that, I'll turn it over to Lindsey.

Thank you, Scott. Revenues in corporate finance were $481 million for the quarter. up 10% compared to the same period last year. We closed 142 transactions this quarter, down from 171 for the same period last year. However, our average transaction fee on closed deals increased as there was a disproportionate number of higher fee transactions relative to lower fee transactions for the quarter, the reverse of what we saw last quarter. Financial restructuring revenues were 118 million for the quarter. Thank you for joining us today. a 7% increase from the same period last year. The number of fee events remained relatively flat at 1,071 during the quarter compared to 1,075 in the same period last year. Returning to expenses, our adjusted compensation expense ratio for the second quarter in both fiscal 2027 and 2026 remained constant at 61.5%. We expect to maintain our long-term target of 61.5% for our adjusted compensation expense ratio for fiscal 2027. Our adjusted non-compensation expenses grew 11% to $91 million for the quarter compared to $83 million for the same period last year. Our adjusted non-compensation expense ratio for the second quarter was 13.3% compared to 12.5% in the same period last year. Our other income and expense produced income of approximately $5 million versus income of approximately $9 million in the same period last year. The decrease was primarily driven by lower cash balances for the quarter and lower return on our investment securities. Our adjusted effective tax rate for the quarter was 30%, remaining flat compared to the same quarter last year. We expect to see a fiscal 2027 full year adjusted effective tax rate of between 26 and 28%. Turning to the balance sheet, we ended the quarter with approximately $888 million of unrestricted cash and investment securities. As a reminder, we will pay our deferred cash bonuses related to fiscal 2026 in November, which will reduce our balance sheet cash. Also in our second quarter, we repurchased approximately 397,000 shares as part of our share repurchase program for a total of approximately 50 million. We will continue to evaluate balance sheet flexibility for acquisitions versus excess cash for share repurchases. And with that, operator, we can open the line for questions.

We will now begin the question and answer session. To ask a question, you may press star, then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. And if at any time your question has been addressed and you would like to withdraw a question, please press star, then two. At this time, we will pause just momentarily to assemble our roster. And our first question here will come from Brennan Hawkin with BMO Capital Markets. Please go ahead.

Hey, good afternoon, Scott. Good afternoon, Lindsey. Hope you guys are well.

Hey, Brandon.

Hey there. So nice to see the recovery in corporate finance revenues this quarter. Scott, your comments sounded a little mixed, although maybe just recognizing some volatility in the marketplace. So, you know, should we expect to be able to build on that on the results that you put up here this quarter. And we've seen rates back up. Has there been any impact on the higher rates in the dialogue that you've seen?

As always, thanks. Good question. And the rate question, really not. As we've talked about before, rates in the mid-cap space really, unless they're accelerating greatly, don't have a dramatic impact. Things aren't price quite to the same perfection that they are in large cap world. So as long as capital is available, which it is very plentiful today, that is really not an issue. I would say the geopolitical shocks have been more important from our perspective. And I think our hesitation is we just never know what's around the corner. But based upon everything we're seeing from our dialogues, from our metrics, we're feeling good about the back half of the year.

Excellent. And you had spoken previously about restructuring and those pipelines rebuilding. Are you continuing to see that? And what additional color could you give us about how that outlook is shaping up? Thanks.

Yeah, that is, as we've talked about, I think when we originally started the year, we were actually a little concerned about the growth in restructuring. That has really turned around. particularly with the fallout from software is a significant driver of that. It's certainly not the only one. Higher interest rates help as well. Some of the geopolitical dislocation helps. I mean, all of that has helped restructuring and we're at the margin as corporate finance, exactly the way the model is supposed to work. But at this point, we feel much better than we did at the beginning or the end of last year about Hey, how's it going?

Hey, would you just unpack a little more what caused the drop in transactions versus a year ago in both the corporate finance and the financial restructuring business? I just feel like there's a big difference between the higher revenues and the lower number of deals.

There is, and we figured we would get this question. Restructuring, I think we've seen this before. It is a lumpy business, and you do see that disconnect between transaction volume and revenues occur a lot more often than you do in corporate finance. So that is not an unusual set of circumstances for us. With respect to corporate finance, it is unusual. If you look at the year to date, It's a better indication of the reality. Year to date, the number of transactions, our revenue is down roughly 6% and our number of transactions closed is down roughly 9%. So they tend to follow each other on a year to date basis. It was a very unique first quarter and a unique second quarter in this regard. If you remember first quarter, I think we were down 25%. and revenues and we had a flat number of transactions. It really is just, I think, the timing and the unusual circumstances in Q1 that sort of drove the disconnect in Q2. I wouldn't read into it any further than that. Having said that, and Scott has said this in the past, we are much more intentional in the types of transactions that we will take on, which has resulted in us generally speaking taking on larger transactions with generally speaking higher fees and so you may not in the future see quite as strong a correlation between transaction volume and revenues. I'm not saying that you won't see it for the foreseeable future, but you might start to see that as we continue to go.

They're all still squarely in the middle. This is not by the companies that you guys are following. This is not when we say larger, that kind of scale, it's still squarely in our marketplace.

I guess just following up on that, it sounds like a tonal shift in how you guys have talked about deal size that you like to target in the past. What drove the decision to start leaning more into bigger deals even within your... No, no, no.

That's what I wanted. I thought I was being clear. I was a little concerned you were going to take that away from Lindsey's statement. That is not at all what that means. This is all squarely within the middle market, all squarely sub a couple billion dollars, mostly in the kind of few hundred million dollar range, a few less deals that we think are more speculative in nature in that size range than those that we think have a higher probability of closing. And so just as we've always talked about using our data to our advantage, We are able to analyze things better than we ever have. We have enormous amounts of information about really what closes and what doesn't close. And therefore, we're being smarter, if you will, about that. And that is a long-term trend. That is not something that is just this quarter. But there's no decision to move away from our mid-market focus. There's no decision to do bigger deals. None of that.

Okay, I appreciate it.

A little clearer than where Lindsey left you off.

Yeah, thank you so much for taking the questions. Sure. Thanks, man.

And our next question will come from Devin Ryan with Citizens Bank. Please go ahead.

Hey, Scott. Hey, Lindsey. How are you? Hey, Devin. Hey, Devin. Good to see the corporate finance get back to kind of, as you said, more normal levels of activity and the outlook as well there. It still sounds like the tech space, maybe software specifically, remains challenging. And so I'm just curious, is it just not as challenging as it was last quarter? Or are there other sectors that are just maybe picking up more and carrying more of the weight here for the overall business? You're trying to think about the mix, maybe some sector dynamics as well.

Yeah, I think that we called out both software or tech, but it's mostly software, and healthcare in the written remarks. And I think that healthcare is realistically just a timing issue. Software is down. That is just a reality. It is not as bad as it was from a market standpoint. It has continued to improve. They're beginning to realize there are good software companies and bad software companies. I do believe it will come back.

Flat, are they accelerating? And just a little bit more flavor for what you're seeing there and the outlook as well.

I think the expectations are that capital solutions and what we call the non-M&A businesses will perform similarly by the end of the year. And so we're not necessarily differentiating between the two in terms of how those businesses look. for the balance of the year. And similar to our comments last quarter about Europe, I think we had some concerns about growth in Europe. We started to see that come back, and now expectations Europe and the U.S. by the end of the year will look about the same. So I'd say, yeah, we don't see a divergence between M&A and non-M&A businesses through fiscal 27. Yeah.

All right, good. Well, appreciate it, and good to see the results.

Great.

Thanks, Kevin.

Our next question will come from Gabriel Angelini with Bank of America. Please go ahead.

Hi. Good afternoon. I think historically the second half tends to be stronger than the first half from a revenue perspective. And obviously the first half was a little bit weaker this year just because of the first quarter. With conditions improving, should we expect a little bit stronger than normal seasonality in the second half of this year, or should we interpret the caution to suggest that it's something closer to a typical year in terms of seasonality?

I mean, you know, the answer is based on all the metrics and all the things Scott suggested, yeah, we should see an unseasonably higher seasonality in our second half. But again, we need cooperation in the markets. But yeah, we do expect a good, solid second half that's better than normal for us, but we need the cooperation.

Got it. And maybe just given the disruption we're seeing across the industry right now, I imagine software is putting pressure on a lot of smaller boutiques. Is now the right time to lean in on acquisitions, and maybe are there any sectors that you're particularly focused on?

It's safe to say, and we've talked about it before, we have a very robust process to go after acquisitions, and it isn't honestly time sensitive. We are in the market constantly, and I wish I could do a better job of predicting when things are going to close, but it is safe to say that we, as I said in my remarks, we are feeling good about what that pipeline looks like and more to come. But it's not... Just because software is difficult or anything like that, we constantly talk about it. It needs to be a good cultural fit for us.

And our next question will come from Ryan Kenney with Morgan Stanley. Please go ahead.

Hey, thanks for taking my question. So on the restructuring side, sounds like you're a little bit more positive with higher interest rates. Any sectors in particular driving the bigger pipeline there? And is it more speculative where conversations are increasing or actual mandates increasing?

It is both. I will call it verbally mandated, actively mandated, both. And software is clearly one of the driving sectors, not Thank you for joining us.

still stay within below $2 billion in value. And is that right? And then does that number move up over time as the market inflates?

Yes, 100%. We have not moved our strategy one bit. This is not a strategic focus. This is about being better utilizing our information to make more calculated decisions within our market that we plan.

And does that number move up over time as the economy grows or

Yeah, well, it's moved up over time historically. I mean, just on average, it's not about the economy. You know, we went from average transaction sizes of 100 million many, many, many years ago, and now we're, you know, closer to 200 to 300 million. And we expect that number over time to continue to go up, but in baby steps.

And I think the only other comment I want to make on the restructuring question. I mean, I think that we're seeing some of that this year. We believe we will see more of that in fiscal 28, just because it takes time for those deals to work their way through the pipeline.

And so was the $481 million in revenues a good base to grow off of, or was it positively impacted by that timing that you mentioned that resulted in higher fees per deal?

I would say it's a good solid base to grow off of.

All right, great.

Thank you. And our next question will come from Alex Bond with KBW. Please go ahead.

Hey, good afternoon, guys. Thanks for taking the question. Maybe just want to follow up again on the larger deals that did get across the line this quarter. Maybe if you could just comment if you're seeing more willingness from clients to push through some of the macro and geopolitical volatility that may have deterred some of the activity earlier in the year. I think you had mentioned some elongated deal timelines for those deals, again, in the earlier portion of the year. So are clients more willing to sort of look through that, what's going on on the macro and geopolitical fronts there?

Yeah, I think we've talked about it before. When these things happen, they have created speed bumps or traffic jams, whatever you want to call it, that have slowed things down. And then it is settled in and people go, okay, the sky is not going to fall. And then they keep, to mix my metaphors, and then they keep on with the deals. And that is what we are seeing. And right now, we are seeing a willingness to do deals. I just was in a meeting with somebody. They were commenting on We're getting to a point where people are like, look, I just want to get this done. And that is a good sign when people start saying that for things just moving through the pipeline. Got it. Understood.

I'll jump back in the queue. Thank you both.

And our next question will come from James Yarrow with Goldman Sachs. Please go ahead.

Hey, good afternoon, and thanks for taking the question. I was hoping you might be able to expand a little bit on your comment. Hey, guys. Just hoping you'd like to expand a little bit on the FCA business outlook from here. Perhaps if you could just comment on the cyclical versus non-cyclical parts of the business, and then also if you could just comment on some of the newer initiatives in that business that you've been working on the past few quarters and years.

Yeah, great. Thanks, James. The growth, as I mentioned in my comments, is really largely, not exclusively, but largely coming from our portfolio valuation business. And that is a non-cyclical business and has been growing very strongly at this point for a very long time. And some of those new initiatives that we are pushing into are in that arena as well. And we feel very good about where that business is heading and like that a lot. Our other business Two businesses, our opinion business and our advisory business, are more cyclical and more tied to the M&A environment, not exclusively, but are more tied to that. And while they are up, they haven't been driving the growth quite as much.

Okay, great. Thank you. I was hoping perhaps you could just touch a little bit on the non-comp expense trajectory. Obviously, I thought very well managed non-comps this quarter. So I was hoping you might be able to just update us on how you're thinking about the trajectory for that going forward.

I think, James, for now... What kind of where we were at last quarter? I still think, you know, last year's annual growth is a decent proxy. We had a good first quarter relative to that. Second quarter is kind of right on track. Second half of the year may sort of make up for the better first quarter a little bit, but I think you can expect non-comp to grow similarly to last year by the time we reach the end of the fiscal year.

That's very helpful. Thank you. And again, if you have a question, you may press star the one to join the queue. Our next question will come from Mike Brown with UBS. Please go ahead.

Okay, great. Good afternoon, guys.

Hey, Mike.

Mike, I guess if I used your analogy from last quarter, I think you called it a bit of a rain delay. So the middle market activity has clearly rebounded. Maybe just narrowing on the sponsor space specifically. Obviously, that's a big cohort within the middle market. We saw some life coming back kind of later in the summer. Sounds like things are continuing to progress for your business there. Can you just talk a little bit about that cohort though specifically? Is the conviction levels that you kind of referenced previously, does that also apply here for this group? And are you starting to see, are LPs starting to kind of drive more of that urgency to act? Has that been a bit of a catalyst for activity recently?

Given the importance of that cohort for us, it absolutely is part of it. That is the largest part of our client base. It tends to be sponsor-driven, so it absolutely is driving that return. Yes, we are seeing a growing willingness to do transactions in the sponsor community, and that has been ramping. Again, whether you get another rain to layer, we hopefully don't. We don't know, but it is all headed in that correct direction.

And the limited partner pressure has been in place for years. So it hasn't changed.

I don't think that all of a sudden they're succumbing to that. That has been around for quite a while and it is much more. They're just ready to get on.

Okay. Yep. Understood. I understand. Okay. And then maybe just to double click on the financial restructuring side of the business. You talked about a lot of the strengths you're seeing there and some growth potential that can come through. Can you just talk a little bit about some of the opportunities outside of the U.S., maybe specifically Europe? And then on the software restructuring opportunity, you talked about that's been driving activity. I guess when can that really move the needle? Is that going to be a 2027 story or is that going to be more like a 28 story? And then how would you maybe size the quantum of opportunity there in a base case, maybe compared to prior restructuring cycles?

So I think, you know, look, we think we are extraordinarily well positioned in restructuring in Europe. And so we think there are It is a very attractive environment in Europe in restructuring today. And so we're, I think, quite bullish on both the U.S. and the European restructuring market really over the next couple of years as we see these debt maturity walls approach us. With respect to software, I don't want to size it, but it is going to be a huge opportunity for those who are in software restructuring. So it's not just going to be Hula and Loki. Your best proxy is if you go back to the oil and gas dislocation that occurred in our fiscal 2017 and got a sense of how that impacted our restructuring business in a single year. Software is much larger than that. And so that's not a bad way to think about it. We don't think that probably starts for us from a revenue standpoint until calendar 27, but we think that is calendar 27 and calendar 28 that you're going to see revenues from software activity that we're seeing today really start to translate into closed transactions.

Okay, great. Thanks for the call.

And this concludes our question and answer session. I'd like to turn the conference back over to management for any closing remarks.

I want to thank you all for participating in our second quarter fiscal 2027 earnings call. We look forward to updating everyone on our progress when we discuss our third quarter results for fiscal 2027 this winter. Thank you.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.