HOULIHAN LOKEY, INC.

Previous wording

Revenues include fee revenues and reimbursements of expenses (see Note 2 and Note 3 to our unaudited consolidated financial statements in this Form 10-Q for additional information). Revenues reflect revenues from our Corporate Finance (“CF”), Financial Restructuring (“FR”), and Financial and Valuation Advisory (“FVA”) business segments that substantially consist of fees for advisory services.

Current wording

Revenues include fee revenues and reimbursements of expenses. Revenues are generated from our Corporate Finance (“CF”), Financial Restructuring (“FR”), and Financial and Valuation Advisory (“FVA”) business segments and primarily consist of fees for advisory services.

Previous wording

Our operating expenses are classified as employee compensation and benefits expense and non-compensation expense; revenue and headcount are the primary drivers of our operating expenses. Reimbursements of certain out-of-pocket deal expenses are recorded on a gross basis and are therefore included in both Revenues and Operating expenses on the Consolidated Statements of Comprehensive Income.

Current wording

Our operating expenses are classified as compensation expense and non-compensation expenses; revenue and headcount are the primary drivers of our operating expenses. Reimbursements of certain out-of-pocket deal expenses are recorded on a gross basis and are therefore included in both Revenues and Operating expenses on the Consolidated Statements of Comprehensive Income.

Previous wording

Employee Compensation and Benefits Expense. Our employee compensation and benefits expense, which accounts for the majority of our operating expenses, is determined by management based on revenues earned, headcount, the competitiveness of the prevailing labor market, and anticipated compensation expectations of our employees. These factors may fluctuate, and as a result, our employee compensation and benefits expense may fluctuate materially in any particular period. Accordingly, the amount of employee compensation and benefits expense recognized in any particular period may not be consistent with prior periods or indicative of future periods.

Current wording

Compensation Expenses. Our compensation expenses are comprised of employee compensation and benefits and acquisition related compensation and benefits expenses. Compensation expenses account for the majority of our operating expenses, and are determined by management based on revenues earned, headcount, the competitiveness of the prevailing labor market, and anticipated compensation expectations of our employees. These factors may fluctuate, and as a result, our compensation expenses may fluctuate materially in any particular period. Accordingly, the amount of compensation expenses recognized in any particular period may not be consistent with prior periods or indicative of future periods.

Previous wording

Our employee compensation and benefits expense consists of base salary, payroll taxes, benefits, annual incentive compensation payable as cash bonus awards, deferred cash bonus awards, and the amortization of equity-based bonus awards. Base salary and benefits are paid ratably throughout the year. Equity awards are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which typically occurs in the first quarter of each fiscal year; accordingly, expenses are amortized over the stated vesting period. In most circumstances, the unvested portion of these awards is subject to forfeiture should the employee depart from the Company, and in certain cases if certain financial metrics are not met. Certain annual equity-based bonus awards granted prior to December 31, 2024 include fixed share compensation awards and liability classified fixed dollar awards as a component of the annual bonus awards for certain employees. Cash bonuses, which are accrued monthly, are discretionary and dependent upon a number of factors including the Company's performance and are generally paid in the first quarter of each fiscal year with respect to prior year performance. Generally, a portion of the cash bonus is deferred and paid in the third quarter of the fiscal year in which the bonus is awarded. We refer to the ratio of our employee compensation and benefits expenses to our revenues as our “Compensation Ratio.”

Current wording

Compensation expenses consist of base salary, payroll taxes, benefits, annual incentive compensation payable as cash bonus awards, deferred cash bonus awards, and the amortization of equity-based bonus awards. Base salary and benefits are paid ratably throughout the year. Equity awards are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which typically occurs in the first quarter of each fiscal year; accordingly, expenses are amortized over the stated vesting period. In most circumstances, the unvested portion of these awards is subject to forfeiture should the employee depart from the Company, and in certain cases if certain financial metrics are not met. Certain annual equity-based bonus awards granted prior to December 31, 2024 include fixed share compensation awards and liability classified fixed dollar awards as a component of the annual bonus awards for certain employees. Cash bonuses, which are accrued monthly, are discretionary and dependent upon a number of factors including the Company's performance and are generally paid in the first quarter of each fiscal year with respect to prior year performance. Generally, a portion of the cash bonus is deferred and paid in the third quarter of the fiscal year in which the bonus is awarded.

Previous wording

Other income, net includes (i) interest income earned on non-marketable and investment securities, cash and cash equivalents, loans receivable from affiliates, employee loans, and commercial paper, (ii) interest expense and fees on our HLI Line of Credit (defined herein), (iii) equity income and/or gains or losses from funds and partnership interests where we have had more than a minor ownership interest or more than minor influence over operations, but do not have a controlling interest and are not the primary beneficiary, and (iv) other miscellaneous non-operating expenses.

Current wording

Other (income) expense, net includes (i) interest income earned on non-marketable and investment securities, cash and cash equivalents, loans receivable from affiliates, employee loans, and commercial paper, (ii) interest expense and fees on our HLI Line of Credit (defined herein) and (iii) other miscellaneous non-operating expenses.

Previous wording

The following is a discussion of our results of consolidated operations for the three months ended June 30, 2025 and 2024. For a more detailed discussion of the factors that affected the revenues and the operating expenses of our CF, FR, and FVA business segments in these periods, see Part I, Item 2 of this Form 10-Q under the heading “Business Segments” below.

Current wording

The following is a discussion of our results of operations for the three and six months ended September 30, 2025 and 2024.

Previous wording

Operating expenses were $515.5 million for the three months ended June 30, 2025, compared with $418.9 million for the three months ended June 30, 2024, representing an increase of 23%. Employee compensation and benefits expense, as a component of operating expenses, was $392.8 million for the three months ended June 30, 2025, compared with $330.1 million for the three months ended June 30, 2024, representing an increase of 19%. The increase in employee compensation and benefits expense was a result of an increase in revenues for the quarter when compared with the same quarter last year. The Compensation Ratio was 64.9% for the three months ended June 30, 2025, compared with 64.3% for the three months ended June 30, 2024. Non-compensation expense, as a component of operating expenses, was $122.7 million for the three months ended June 30, 2025, compared with $88.8 million for the three months ended June 30, 2024, representing an increase of 38%. The increase in non-compensation expense was primarily a result of increases in revaluation of acquisition contingent consideration, depreciation and amortization, and other operating expenses.

Current wording

Operating expenses were $508.1 million for the three months ended September 30, 2025, compared with $444.3 million for the three months ended September 30, 2024, representing an increase of 14%. Compensation expenses, as a component of operating expenses, were $423.2 million for the three months ended September 30, 2025, compared with $360.6 million for the three months ended September 30, 2024, representing an increase of 17%. The increase was primarily a result of an increase in revenues for the quarter when compared with the same quarter last year. The Compensation Ratio was 64.2% for the three months ended September 30, 2025, compared with 62.7% for the three months ended September 30, 2024. Non-compensation expense, as a component of operating expenses, was relatively flat at $84.9 million for the three months ended September 30, 2025, compared with $83.7 million for the three months ended September 30, 2024, representing an increase of 2%.

Previous wording

Other income, net was $(8.3) million for the three months ended June 30, 2025, compared with $(5.1) million for the three months ended June 30, 2024. Other income, net increased primarily due to a net increase in interest and other income generated by our investment securities.

Current wording

Other (income) expense, net was $(8.7) million for the three months ended September 30, 2025, compared with $(5.4) million for the three months ended September 30, 2024. Other (income) expense, net increased primarily due to higher interest income.

Previous wording

The provision for income taxes was $0.5 million, representing an effective tax rate of 0.5%, for the first quarter ended June 30, 2025, compared with $10.9 million, representing an effective tax rate of 10.9%, for the first quarter ended June 30, 2024. The decrease in the Company's tax rate during the quarter ended June 30, 2025 relative to the quarter ended June 30, 2024 was primarily a result of increased stock-based compensation deductions.

Current wording

The provision for income taxes for the six months ended September 30, 2025 was $48.8 million, which reflected an effective tax rate of 18.9%. The provision for income taxes for the six months ended September 30, 2024 was $53.5 million, which reflected an effective tax rate of 22.7%. The decrease in the Company’s effective tax rate was primarily a result of increased stock-based compensation deductions.

Previous wording

The following table presents revenues, expenses and contributions from our continuing operations by business segment. The revenues by segment represents each segment’s revenues, and the profit by segment represents profit for each segment before corporate expenses, other income, net, and income taxes.

Current wording

The following table presents revenues, expenses and profit from our business segments. The revenues by segment represent each segment’s revenues, and the profit by segment represents profit for each segment before corporate expenses, other (income) expense, net, and income taxes.

Previous wording

(3)Fee Events applicable to FVA only; a Fee Event includes any engagement that involves revenue activity during the measurement period with a revenue minimum of one thousand dollars. References to closed transactions should be understood to be the same as transactions that are “effectively closed” as described in Note 2 of our Consolidated Financial Statements.

Current wording

(4)Fee Events applicable to FVA only; a Fee Event includes any engagement that involves revenue activity during the measurement period with a revenue minimum of $1,000. References to closed transactions should be understood to be the same as transactions that are “effectively closed” as described in our annual report on Form 10-K.

Previous wording

Revenues for CF were $398.5 million for the three months ended June 30, 2025, compared with $328.4 million for the three months ended June 30, 2024, representing an increase of 21%. Revenues increased primarily due to an increase in the average transaction fee on closed transactions. The increase in the average transaction fee on closed transactions was driven by transaction mix, and does not represent a trend in the average transaction fee on closed transactions.

Current wording

Revenues for CF were $438.7 million for the three months ended September 30, 2025, compared with $364.0 million for the three months ended September 30, 2024, representing an increase of 21%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for M&A and capital solutions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a trend in the average fee on closed transactions.

Previous wording

Segment profit for CF was $126.8 million for the three months ended June 30, 2025, compared with $100.4 million for the three months ended June 30, 2024, representing an increase of 26%. Profitability increased primarily as a result of an increase in revenues when compared to the same quarter last year.

Current wording

Segment profit for CF was $147.3 million for the three months ended September 30, 2025, compared with $109.7 million for the three months ended September 30, 2024, an increase of 34%. Profitability increased primarily as a result of an increase in revenues and lower compensation expenses as a percentage of revenues when compared to the same quarter last year.

Previous wording

Revenues for FR were $128.2 million for the three months ended June 30, 2025, compared with $117.4 million for the three months ended June 30, 2024, representing an increase of 9%. Revenues increased primarily due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions.

Current wording

Revenues for FR were $133.8 million for the three months ended September 30, 2025, compared with $131.6 million for the three months ended September 30, 2024, representing an increase of 2%. Revenues increased due to an increase in the number of closed transactions during the quarter, which was driven by favorable market conditions for restructuring transactions. This increase was partially offset by a decrease in the average transaction fee on closed transactions, which was driven by transaction mix and does not represent a trend in the average fee on closed transactions.

Previous wording

Segment profit for FVA was $17.3 million for the three months ended June 30, 2025, compared with $17.6 million for the three months ended June 30, 2024, a decrease of (2)%. Profitability decreased as a result of an increase in compensation expenses and non-compensation expenses as a percentage of revenues when compared to the same quarter last year.

Current wording

Segment profit for FR was $50.1 million for the three months ended September 30, 2025, compared with $60.9 million for the three months ended September 30, 2024, a decrease of (18)%. Profitability decreased primarily as a result of an increase in compensation expenses as a percentage of revenues when compared to the same quarter last year.

Previous wording

Segment profit for FR was $43.6 million for the three months ended June 30, 2025, compared with $39.1 million for the three months ended June 30, 2024, an increase of 11%. Profitability increased primarily as a result of an increase in revenues when compared to the same quarter last year.

Current wording

Segment profit for FR was $93.7 million for the six months ended September 30, 2025, compared with $100.1 million for the six months ended September 30, 2024, a decrease of (6)%. Profitability decreased primarily as a result of higher compensation expenses as a percentage of revenues when compared to the same period last year.

Previous wording

Revenues for FVA were $78.6 million for the three months ended June 30, 2025, compared with $67.8 million for the three months ended June 30, 2024, representing an increase of 16%. Revenues increased primarily due to an increase in the number of Fee Events during the quarter. The increase in the number of Fee Events was driven by increasing our client base and expanding our scope of work for existing clients in one or more of the service lines within our FVA business.

Current wording

Revenues for FVA were $165.6 million for the six months ended September 30, 2025, compared with $147.1 million for the six months ended September 30, 2024, representing an increase of 13%. The increase in revenues was primarily due to an increase in the number of Fee Events, driven by improvements in the M&A markets.

Previous wording

Corporate expenses were $98.0 million for the three months ended June 30, 2025, compared with $62.5 million for the three months ended June 30, 2024, representing an increase of 57%. Corporate expenses increased primarily as a result of an increase in the revaluation of acquisition contingent consideration and by higher compensation expenses when compared to the same quarter last year.

Current wording

Corporate expenses were $169.5 million for the six months ended September 30, 2025, compared with $121.8 million for the six months ended September 30, 2024. This 39% increase was driven primarily by increased compensation expense and increased revaluation of acquisition contingent consideration when compared to the same period last year.

Previous wording

Our current assets comprise cash and cash equivalents, investment securities, accounts receivable, income taxes receivable, and unbilled work in progress related to fees earned from providing advisory services. Our current liabilities include deferred income, accounts payable and accrued expenses, accrued salaries and bonuses, and current portion of loan obligations.

Current wording

Our current assets are primarily comprised of cash and cash equivalents, investment securities, accounts receivable, and unbilled work in progress related to fees earned from providing advisory services. Our current liabilities primarily include accrued salaries and bonuses, accounts payable and accrued expenses, and deferred income.

Previous wording

Our cash and cash equivalents include cash held at banks. We maintain moderate levels of cash on hand in support of regulatory requirements for our registered broker-dealer. As of June 30, 2025 and March 31, 2025, we had $621.0 million and $686.2 million of cash in foreign subsidiaries, respectively. Our excess cash may be invested from time to time in short-term investments, including treasury securities, commercial paper, certificates of deposit, and investment grade corporate and government debt securities. Please refer to Note 6 for further detail.

Current wording

Our cash and cash equivalents include cash held at banks. We maintain moderate levels of cash on hand in support of regulatory requirements for our registered broker-dealer. As of September 30, 2025 and March 31, 2025, we had $714.4 million and $686.2 million of cash in foreign subsidiaries, respectively. Our excess cash may be invested from time to time in short-term investments, including treasury securities, commercial paper, certificates of deposit, and investment grade corporate and government debt securities. Please refer to Note 6 for further detail.

Previous wording

As of June 30, 2025 and March 31, 2025, our restricted cash, cash and cash equivalents, and investment securities were as follows:

Current wording

As of September 30, 2025 and March 31, 2025, our unrestricted cash and cash equivalents and investment securities were as follows:

Previous wording

Our liquidity is highly dependent upon cash receipts from clients that are generally dependent upon the successful completion of transactions, as well as the timing of receivables collections, which typically occur within 60 days of billing. As of June 30, 2025, accounts receivable, net of credit losses was $218.2 million. As of June 30, 2025, unbilled work in progress, net of credit losses was $180.8 million.

Current wording

Our liquidity is highly dependent upon cash receipts from clients that are generally dependent upon the successful completion of transactions, as well as the timing of receivables collections, which typically occur within 60 days of billing. As of September 30, 2025, accounts receivable, net of allowance for credit losses was $251.2 million. As of September 30, 2025, unbilled work in progress, net of allowance for credit losses was $191.2 million.

Previous wording

On August 23, 2019, the Company entered into a syndicated revolving line of credit with the Bank of America, N.A. and certain other financial institutions party thereto, which was amended by a First Amendment to Credit Agreement dated as of August 2, 2022 (the "HLI Line of Credit"), which allows for borrowings of up to $100 million (and, subject to certain conditions, provides the Company with an uncommitted expansion option, which, if exercised in full, would provide for a total credit facility of $200 million), and matures on August 23, 2025 (or if such date is not a business day, the immediately preceding business day). Borrowings under the HLI Line of Credit bear interest at a floating rate, which can be either, at the Company’s option, (i) Term Secured Overnight Financing Rate (“SOFR”) plus a 0.10% SOFR adjustment plus a 1.00% margin or (ii) base rate, which is the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) Term SOFR plus a 0.10% SOFR adjustment. Commitment fees apply to unused amounts, and the HLI Line of Credit contains debt covenants which require that the Company maintain certain financial ratios. The loan agreement requires compliance with certain loan covenants including but not limited to the maintenance of minimum consolidated earnings before interest, taxes, depreciation and amortization of no less than $150 million as of the end of any quarterly 12-month period and certain leverage ratios including a consolidated leverage ratio of less than 2.00 to 1.00. As of June 30, 2025, we were, and expect to continue to be, in compliance with such covenants. As of June 30, 2025 and March 31, 2025, no principal was outstanding under the HLI Line of Credit.

Current wording

On August 23, 2019, the Company entered into a syndicated revolving line of credit with Bank of America, N.A. and certain other financial institutions party thereto, which was amended by the First Amendment to Credit Agreement dated as of August 2, 2022, and further amended by the Second Amendment to Credit Agreement on August 19, 2025 (as amended, the "HLI Line of Credit"). The HLI Line of Credit allows for borrowings of up to $150 million (and, subject to certain conditions, provides the Company with an uncommitted expansion option, which, if exercised in full, would provide for a total credit facility of $200 million) and matures on August 19, 2030 (or if such date is not a business day, the immediately preceding business day). Borrowings under the HLI Line of Credit bear interest at a floating rate, which can be either, at the Company's option, (i) a term Secured Overnight Financing Rate ("SOFR") plus a 0.95% margin per annum or (ii) a base rate, which is the highest of (a) the Federal Funds Rate plus one-half of one percent (0.50%), (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) a term SOFR rate plus a 1.00% margin. Commitment fees apply to unused amounts. The HLI Line of Credit contains certain financial covenants and other restrictions, including a financial loan covenant to maintain a consolidated leverage ratio of less than 2.00 to 1.00. As of September 30, 2025, we were, and expect to continue to be, in compliance with this financial covenant. As of September 30, 2025 and March 31, 2025, no principal was outstanding under the HLI Line of Credit.

Previous wording

Operating activities resulted in a net outflow of $(131.6) million, primarily attributable to cash bonus payments in May 2025. Investing activities resulted in a net inflow of $109.6 million, primarily attributable to sales or maturities of investment securities. Financing activities resulted in a net outflow of $(196.6) million, primarily attributable to payments made to settle employee tax obligations on share-based awards and dividends paid.

Current wording

Operating activities resulted in a net inflow of $193.4 million, primarily attributable to net income, partially offset by cash bonus payments in May 2025. Investing activities resulted in a net outflow of $4.6 million, primarily attributable to purchases of investment securities and purchases of property and equipment, partially offset by sales or maturities of investment securities. Financing activities resulted in a net outflow of $268.8 million, primarily attributable to payments made to settle employee tax obligations on share-based awards, dividends paid, and share repurchases.

Previous wording

Operating activities resulted in a net outflow of $(64.5) million, primarily attributable to cash bonus payments in May 2024. Investing activities resulted in a net outflow of $(40.4) million, primarily attributable to the acquisition of Triago and the purchase of property and equipment, net. Financing activities resulted in a net outflow of $(161.5) million, primarily attributable to payments made to settle employee tax obligations on share-based awards and dividends paid.

Current wording

Operating activities resulted in a net inflow of $224.7 million, primarily attributable to net income, partially offset by cash bonus payments paid in May 2024. Investing activities resulted in a net outflow of $71.3 million, primarily attributable to the acquisition of Triago during the three months ended June 30, 2024, purchases of investment securities, and purchases of property and equipment. Financing activities resulted in a net outflow of $200.6 million, primarily attributable to payments made to settle employee tax obligations on share-based awards and dividends paid.