Moelis & Company
Notes to the Condensed Consolidated Financial Statements
(Unaudited)
(dollars in thousands, except share amounts and where explicitly stated)
1.ORGANIZATION AND BASIS OF PRESENTATION
Moelis & Company and its consolidated subsidiaries (the “Company,” “we,” “our,” or “us”) is a leading global investment bank, incorporated in Delaware. Prior to the Company’s Initial Public Offering (“IPO”), the business operated as a Delaware limited partnership that commenced operations during 2007. Following the IPO, the operations are owned by Moelis & Company Group LP (“Group LP”), a U.S. Delaware limited partnership, and Group LP is controlled by Moelis & Company. Moelis & Company’s shareholders are entitled to receive a portion of Group LP’s economics through their direct ownership interests in shares of Class A common stock of Moelis & Company. The noncontrolling interest owners of Group LP (not Moelis & Company) receive economics of the operations primarily through their ownership interests in Group LP partnership units.
The Company’s activities as an investment banking advisory firm constitute a single business segment offering clients, including corporations, financial sponsors and governments, a range of advisory services with expertise across all major industries in mergers and acquisitions, recapitalizations and restructurings and other corporate finance matters.
Basis of Presentation — The condensed consolidated financial statements of Moelis & Company include its partnership interests in Group LP, its equity interest in the sole general partner of Group LP, Moelis & Company Group GP LLC (“Group GP”), and its interests in its subsidiaries. Moelis & Company will operate and control all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Group GP. The Company operates through the following subsidiaries:
•Moelis & Company LLC (“U.S. Broker Dealer”), a Delaware limited liability company, a registered broker-dealer with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
•Moelis & Company Israel Ltd., a limited company incorporated in Israel.
•Moelis & Company International Holdings LLC (“Moelis International”), a Delaware limited liability company, owns the following entities and investments, directly or indirectly:
•Moelis & Company UK LLP (“Moelis UK”), a limited liability partnership registered under the laws of England and Wales. In addition to the United Kingdom, Moelis UK maintains operations through the following branches:
•Moelis & Company Europe Limited, Frankfurt am Main Branch (German branch)
•Moelis & Company UK LLP, DIFC Branch (Dubai branch)
•Moelis & Company Asia Limited (“Moelis Asia”), a limited company incorporated in Hong Kong licensed under the Hong Kong Securities and Futures Ordinance to provide financial advisory services. In addition to Hong Kong, Moelis Asia maintains operations in Beijing, China through a wholly-owned Chinese subsidiary, Moelis & Company Consulting (Beijing) Company Limited.
•Moelis & Company Netherlands B.V., a private limited company incorporated in Amsterdam, Netherlands. In addition to Amsterdam, Moelis Netherlands maintains operations in Paris, France through a branch, Moelis & Company Netherlands B.V. French Branch
•Moelis & Company Europe B.V., a private limited company incorporated in Amsterdam, Netherlands.
•Moelis & Company India Private Limited, a private limited company incorporated in Mumbai, India.
•Moelis & Company Assessoria Financeira Ltda. (“Moelis Brazil”), a limited liability company incorporated
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•Moelis & Company Saudi Limited, a limited liability company incorporated in Riyadh, Saudi Arabia.
•An equity method investment in MA Financial Group Limited ("MA Financial", previously known as Moelis Australia Limited), a public company listed on the Australian Securities Exchange.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting — The Company prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the combined operations, assets and liabilities of the Company. The Notes are an integral part of the Company's condensed consolidated financial statements. As permitted by the interim reporting rules and regulations set forth by the SEC, the condensed consolidated financial statements presented exclude certain financial information and footnote disclosures normally included in audited financial statements prepared in accordance with U.S. GAAP. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to fairly present the accompanying unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Consolidation — The Company’s policy is to consolidate (i) entities in which it has a controlling financial interest, (ii) variable interest entities where the Company has a variable interest and is deemed to be the primary beneficiary and (iii) limited partnerships where the Company has ownership of the majority of voting interests. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting in which it records in earnings its share of income or losses of the entity. All intercompany balances and transactions with the Company’s subsidiaries have been eliminated in consolidation.
Use of Estimates — The preparation of condensed consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could have a material impact on the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.
In preparing the condensed consolidated financial statements, management makes estimates and assumptions regarding:
•the adequacy of the allowance for credit losses;
•the assessment of whether revenues from variable consideration should be constrained due to the probability of a significant revenue reversal;
•the assessment of probable lease terms and the measurement of the present value of such obligations;
•the measurement and realization of deferred taxes;
•the measurement of amount due pursuant to tax receivable agreement; and
•other matters that affect the reported amounts and disclosures of contingencies in the condensed consolidated financial statements.
Cash, Cash Equivalents and Restricted Cash — Cash and cash equivalents include all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase.
The Company’s cash is maintained in U.S. and non-U.S. bank accounts, of which most bank account balances had little or no insurance coverage (most balances are held in U.S. and U.K. accounts which exceeded the U.S. Federal Deposit Insurance Corporation and U.K. Financial Services Compensation Scheme coverage limits). The Company’s cash equivalents are invested primarily in U.S. and U.K. sovereign debt securities and money market funds.
11
The Company’s restricted cash is comprised of collateral deposits primarily held by certain non-U.S. subsidiaries. These deposits are required for certain direct debit accounts and are also used to satisfy future U.S. medical claims. A reconciliation of the Company’s cash, cash equivalents and restricted cash as of September 30, 2023 and 2022, is presented below.
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September 30, |
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|
2023 |
|
2022 |
Cash |
|
$ |
22,974 |
|
$ |
72,385 |
Cash equivalents |
|
|
124,478 |
|
|
75,861 |
Restricted cash |
|
|
766 |
|
|
700 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows |
|
$ |
148,218 |
|
$ |
148,946 |
Additionally, as of December 31, 2022, the Company held cash of $109,646 and cash equivalents of $97,148.
Receivables — The accompanying condensed consolidated statements of financial condition present accounts receivable balances net of allowance for credit losses based on the Company’s assessment of the collectability of customer accounts.
Included in the accounts receivable balances at September 30, 2023 and December 31, 2022 were $4,764 and $9,462, respectively, of long-term receivables related to private funds advisory capital raising engagements, which are generally paid in installments over a period of three to four years. Long-term receivables generated interest income of $45 and $96 for the three months ended September 30, 2023 and 2022, respectively, and $168 and $525 for the nine months ended September 30, 2023 and 2022, respectively.
The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover losses that may be incurred. For purposes of determining appropriate allowances, the Company stratifies its population of accounts receivable into two categories, one for short-term receivables and a second for private funds advisory receivables. Each population is separately evaluated using an aging method that results in a percentage reserve based on the age of the receivable, in addition to considerations of historical charge-offs and current economic conditions.
After concluding that a reserved accounts receivable is no longer collectible, the Company will charge-off the receivable. This has the effect of reducing both the gross receivable and the allowance for credit losses. If a reserved accounts receivable is subsequently collected, such recoveries reduce the gross receivable and the allowance for credit losses and is a reduction of bad debt expense, which is recorded within other expenses on the condensed consolidated statement of operations. The combination of recoveries and the provision for credit losses of a reported period comprise the Company’s bad debt expense.
The following tables summarize credit loss allowance activity for the three and nine months ended September 30, 2023 and 2022:
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Three Months Ended September 30, 2023 |
|
Three Months Ended September 30, 2022 |
|
Accounts Receivable |
|
Accounts Receivable |
|
Short-term Receivables |
|
Private Funds Advisory Receivables |
|
Total |
|
Short-term Receivables |
|
Private Funds Advisory Receivables |
|
Total |
Allowance for Credit Losses, beginning balance |
$ |
1,201 |
|
$ |
567 |
|
$ |
1,768 |
|
$ |
2,488 |
|
$ |
131 |
|
$ |
2,619 |
Charge-offs, foreign currency translation and other adjustments |
|
(113) |
|
|
(779) |
|
|
(892) |
|
|
(1,140) |
|
|
— |
|
|
(1,140) |
Recoveries |
|
(619) |
|
|
(18) |
|
|
(637) |
|
|
(1,098) |
|
|
(10) |
|
|
(1,108) |
Provision for credit losses |
|
539 |
|
|
776 |
|
|
1,315 |
|
|
3,242 |
|
|
493 |
|
|
3,735 |
Allowance for credit losses, ending balance |
$ |
1,008 |
|
$ |
546 |
|
$ |
1,554 |
|
$ |
3,492 |
|
$ |
614 |
|
$ |
4,106 |
12
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2023 |
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Nine Months Ended September 30, 2022 |
|
Accounts Receivable |
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Accounts Receivable |
|
Short-term Receivables |
|
Private Funds Advisory Receivables |
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Total |
|
Short-term Receivables |
|
Private Funds Advisory Receivables |
|
Total |
Allowance for Credit Losses, beginning balance |
$ |
1,136 |
|
$ |
593 |
|
$ |
1,729 |
|
$ |
2,621 |
|
$ |
202 |
|
$ |
2,823 |
Charge-offs, foreign currency translation and other adjustments |
|
(116) |
|
|
(779) |
|
|
(895) |
|
|
(1,366) |
|
|
(68) |
|
|
(1,434) |
Recoveries |
|
(1,941) |
|
|
(48) |
|
|
(1,989) |
|
|
(2,670) |
|
|
(99) |
|
|
(2,769) |
Provision for credit losses |
|
1,929 |
|
|
780 |
|
|
2,709 |
|
|
4,907 |
|
|
579 |
|
|
5,486 |
Allowance for credit losses, ending balance |
$ |
1,008 |
|
$ |
546 |
|
$ |
1,554 |
|
$ |
3,492 |
|
$ |
614 |
|
$ |
4,106 |
Deferred Compensation — Deferred compensation costs represent arrangements with certain employees whereby cash payments are subject to a required period of service subsequent to payment by the Company. These amounts are charged to expenses over the period that the employee is required to provide services in order to vest in the payment.
Financial Instruments at Fair Value — Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily-available actively quoted prices or for which fair value can be measured from actively-quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest level of observability) based on inputs:
Level 1 — Quoted prices (unadjusted) are available in active markets for identical instruments that the Company has the ability to access as of the reporting date. The Company, to the extent that it holds such instruments, does not adjust the quoted price for these instruments, even in situations in which the Company holds a large position and a sale could reasonably affect the quoted price.
Level 2 — Pricing inputs that are significant to the overall fair value measurement are observable for the instruments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level 1. Fair value is determined through the use of models or other valuation methodologies.
Level 3 — Pricing inputs that are significant to the overall fair value measurement are unobservable for the instruments and include situations where there is little, if any, market activity for the investments. The determination of fair value is based on the best information available, may incorporate management's own assumptions, and involves a significant degree of judgment.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the instrument. The Company's methodology for reclassifications impacting the fair value hierarchy is that transfers in/out of the respective category are reported at fair value as of the beginning of the period in which the reclassification occurred.
Investments Held at Cost — Investments without readily determinable fair values are measured at cost, less impairment. If the Company identifies an observable price change in an orderly transaction for an investment held at cost, it will measure the investment at fair value as of the date the observable transaction occurred. The Company shall reassess at each reporting period whether such investments should continue to be measured at cost, less impairment, or another method. Any resulting gain or loss from a change in measurement shall be recorded in other income and expenses on the condensed consolidated statement of operations. Investments held at cost are reported within investments on the condensed consolidated statements of financial condition.
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Equity Method Investments — The Company accounts for its equity method investments under the equity method of accounting as the Company does not control these entities but has the ability to exercise significant influence. The amounts recorded in investments on the condensed consolidated statements of financial condition reflect the Company’s share of contributions made to, distributions received from, and the equity earnings and losses of, the investment. The Company reflects its share of gains and losses of the investment in other income and expenses in the condensed consolidated statements of operations using the most recently available earnings data at the end of the period.
Leases — The Company maintains operating leases for corporate offices and an aircraft. The Company determines if a contract contains a lease at inception. Operating leases are recorded as right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated statements of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the lease commencement date and are measured at the present value of anticipated lease payments over the lease term. The operating lease ROU assets are equal to the lease liabilities, adjusted for certain lease incentives, accrued rents, and prepaid rents. Typically, our borrowing rate is used to determine the present value of lease payments because the implicit rate is not readily determinable. Our lease terms may include options to extend or terminate the lease. These options are factored into our present value calculations when it is reasonably certain that such options will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term.
Equipment and Leasehold Improvements — Office equipment and furniture and fixtures are stated at cost less accumulated depreciation, which is determined using the straight-line method over the estimated useful lives of the assets, ranging from three to seven years, respectively. Leasehold improvements are stated at cost less accumulated amortization, which is determined using the straight-line method over the lesser of the term of the lease or the estimated useful life of the asset.
Major renewals and improvements are capitalized and minor replacements, maintenance and repairs are charged to expenses as incurred. Assets that are in development and have not yet been placed in service are generally classified as “Construction in Progress” and are reclassified to the appropriate category when the associated assets are placed in service. Upon retirement or disposal of assets, the cost and related accumulated depreciation or amortization are removed from the condensed consolidated statements of financial condition and any gain or loss is reflected in the condensed consolidated statements of operations.
Software — Costs related to implementation of cloud computing arrangements that qualify for capitalization are stated at cost less accumulated amortization within prepaid and other assets on the Company’s condensed consolidated statement of financial condition. Such capitalized costs are amortized using the straight-line method over the term of the cloud computing service contract or another rational basis, beginning when the cloud computing arrangement is substantially complete and ready for its intended use. All costs not directly related to the implementation of cloud computing arrangements, including overhead costs and costs of service agreements, are expensed in the period they are incurred. The amortization expense of such capitalized costs are presented under communication, technology and information services on the condensed consolidated statement of operations.
Deferred Tax Asset and Amount Due Pursuant to Tax Receivable Agreement — In conjunction with the IPO, the Company was treated for U.S. federal income tax purposes as having directly purchased Class A partnership units in Group LP from the existing unitholders. Additional Group LP Class A partnership units may be issued and exchanged for shares of Class A common stock in the Company. The initial purchase and future exchanges are expected to result in an increase in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP. These increases in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP would not have been available but for the initial purchase and future exchanges. Such increases in tax basis are likely to increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income tax the Company would otherwise be required to pay in the future. As a result, the Company records a deferred tax asset for such increase in tax basis.
The Company has entered into a tax receivable agreement with its eligible Managing Directors that will provide for the payment by the Company to its eligible Managing Directors of 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax or franchise tax that the Company actually realizes as a result of (a) the increases in tax basis attributable to exchanges by its eligible Managing Directors and (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of this tax receivable agreement. The Company expects to benefit from the remaining 15% of cash savings, if any, in income tax that it realizes and record any such estimated tax benefits as an increase to additional paid-in-capital. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that it would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Group LP as a result of the exchanges and had it not entered into the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the tax receivable agreement for an amount
14
based on an agreed value of payments remaining to be made under the agreement. The Company has recorded the estimated tax benefits related to the increase in tax basis and imputed interest as a result of the initial purchase and subsequent exchanges described above as a deferred tax asset in the condensed consolidated statements of financial condition. The amount due to its eligible Managing Directors related to the tax receivable agreement as a result of the initial purchase and subsequent exchanges described above is recorded as amount due pursuant to tax receivable agreement in the condensed consolidated statements of financial condition. The amounts recorded for the deferred tax asset and the liability for our obligations under the tax receivable agreement are estimates. Any adjustments to our estimates subsequent to their initial establishment will be included in net income (loss). Future exchanges of Class A partnership units in Group LP for Class A common shares in the Company will be accounted for in a similar manner.
Revenue and Expense Recognition — We earn substantially all of our revenues by providing advisory services on mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fund raisings and secondary transactions, and other corporate finance matters. The Company also acts as an underwriter of certain securities offerings. We provide our advisory services on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. In many cases, we are not paid until the completion of an underlying transaction.
The Company recognizes the vast majority of its advisory services revenues over time, including reimbursements for certain out-of-pocket expenses, when or as our performance obligations are fulfilled and collection is reasonably assured. The determination of whether revenues are recognized over time or at a point in time depends upon the type of service being provided and the related performance obligations. We identify the performance obligations in our engagement letters and determine which services are distinct (i.e. separately identifiable and the client could benefit from such service on its own). We allocate the transaction price to the respective performance obligations by estimating the amount of consideration we expect in exchange for providing each service. Both the identification of performance obligations and the allocation of transaction price to the respective performance obligations requires significant judgment.
During such advisory engagements, our clients are continuously benefitting from our advice and the over time recognition matches the transfer of such benefits. However, the recognition of transaction fees, which are variable in nature, is constrained until substantially all services have been provided, specified conditions have been met (e.g. transaction closing) and it is probable that a significant reversal of revenue will not occur in a future period. Upfront fees and retainers specified in our engagement letters that meet the over time criteria will be recognized on a systematic basis over the estimated period where the related services are performed.
With respect to fairness opinions, fees are fixed and delivering the opinion is a separate performance obligation from other advisory services that may be promised under the same engagement letter; as such these revenues are recognized at a point in time when the engagement is formally completed and the client can obtain substantially all of the benefits from the service. Similarly, underwriting engagements are typically a single performance obligation and fees are generally recognized as revenue when the offering has been deemed to be completed by the lead manager of the underwriting group. In these instances, point in time recognition appropriately matches the transfer and consumption of our services.
Incremental costs of obtaining a contract are expensed as incurred since such costs are generally not recoverable and the typical duration of our advisory contracts is less than one year. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing our advisory services and are typically expensed as incurred, except where the transfer and consumption of our services occurs at a point in time. For engagements recognized at a point in time, out-of-pocket expenses are capitalized and subsequently expensed in the condensed consolidated statement of operations upon completion of the engagement. The Company records deferred revenues when it receives fees from clients that have not yet been earned (e.g. an upfront fee) or when the Company has an unconditional right to consideration before all performance obligations are complete (e.g. upon satisfying conditions to earn an announcement fee, but before the transaction is consummated).
Complications that may terminate or delay a transaction include failure to agree upon final terms with the counterparty, failure to obtain required regulatory consents, failure to obtain board or stockholder approvals, failure to secure financing, adverse market conditions or unexpected operating or financial problems related to either party to the transaction. In these circumstances, we often do not receive advisory fees that would have been received if the transaction had been completed, despite the fact that we may have devoted considerable time and resources to the transaction. Barriers to the completion of a restructuring transaction may include a lack of anticipated bidders for the assets of our client, the inability of our client to restructure its operations, or indebtedness due to a failure to reach agreement with its creditors. In these circumstances, our fees are generally limited to monthly retainer fees and reimbursement of certain out-of-pocket expenses.
We do not allocate our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For example, a restructuring engagement may evolve to require
15
a sale of all or a portion of the client, M&A assignments can develop from relationships established on prior restructuring engagements, and capital markets expertise can be instrumental on both M&A and restructuring assignments.
Equity-based Compensation — The Company recognizes the cost of services received in exchange for equity instrument awards. The cost of such awards reflects the grant-date fair value, which is typically based on quoted market prices of the Company's stock at the time of grant, amortized over the service period required by the award’s vesting terms. The Company also grants equity-based awards with post-vesting restrictions or market conditions. For these types of awards the grant-date fair value reflects the post-vesting restrictions or the probability of achieving the market conditions. The Company also recognizes the cost of services received from a nonemployee in exchange for an equity instrument based on the award’s grant-date fair value. The Company records as treasury stock shares repurchased from its employees for the purpose of settling tax liabilities incurred upon the vesting of restricted stock units (“RSUs”). The Company records dividends in kind, net of forfeitures, on outstanding RSUs as a reduction of retained earnings with a corresponding increase in additional paid-in capital, resulting in no net change to equity. Dividends in kind on RSUs and other stock-based awards are subject to the same vesting conditions as the underlying awards on which they were accrued. Dividends in kind will be forfeited if the underlying award does not vest.
The Company has terms that qualify certain employees to terminate their services while not forfeiting certain qualifying incentive awards granted during employment. For qualifying awards, (i) the employee must be at least 56 years old, (ii) the employee must have provided at least 5 consecutive years of service to the Company and (iii) the total of (i) and (ii) must be equal to at least 65 years. Any such awards will continue to vest on their applicable vesting schedule, subject to noncompetition and other terms. Over time a greater number of employees may become retirement eligible and the related requisite service period over which we will expense these awards will be shorter than the stated vesting period. Unvested RSUs and certain stock-based awards are eligible to receive dividends in kind; however, the right to dividends in kind will be forfeited if the underlying award does not vest.
Income Taxes — The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated statements of financial condition as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some or all of the deferred tax assets will not be realized.
ASC 740-10 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and nine months ended September 30, 2023 and 2022, no unrecognized tax benefit was recorded. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. For the three and nine months ended September 30, 2023 and 2022, no such amounts were recorded.
The Company recognizes excess tax benefits and deficiencies as income tax benefits or expenses in the condensed consolidated statement of operations. These are reflected in accounts payable, accrued expenses and other liabilities within the condensed consolidated statement of cash flows.
Foreign Currency Translation — Assets and liabilities held in non-U.S. dollar denominated currencies are translated into U.S. dollars at exchange rates in effect at the end of the reporting period. Revenues and expenses are translated at average exchange rates during the reporting period. A charge or credit is recorded to other comprehensive income to reflect the translation of these amounts to the extent the non-U.S. currency is designated the functional currency of the subsidiary. Non-functional currency related transaction gains and losses are immediately recorded in the condensed consolidated statements of operations.
3.RECENT ACCOUNTING PRONOUNCEMENTS
In June 2022, the FASB issued ASU No. 2022-03, "Fair Value Measurement" ("ASU 2022-03"). ASU 2022-03 states that a contractual restriction on the sale of an equity security is not considered in measuring fair value. Furthermore, it requires an entity to disclose the fair value of equity securities subject to contractual sale restrictions, the nature and remaining duration of the restrictions and the circumstances that could cause a lapse in the restrictions. ASU 2022-03 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early application is permitted. The Company has evaluated ASU 2022-03 and does not expect its adoption to have a material impact to the Company's condensed consolidated financial statements.
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In October 2023, the FASB issued ASU No. 2023-06, "Disclosure Improvements" ("ASU 2023-06"). ASU 2023-06 will amend a variety of disclosure requirements as a result of the SEC's disclosure updates and simplification initiatives. Since ASU 2023-06 addresses a variety of topics, each amendment of ASU 2023-06 becomes effective on the date the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective. Early adoption is prohibited. The Company has evaluated ASU 2023-06 and does not expect its adoption to have a material impact to the Company's condensed consolidated financial statements.
4.FIXED AND INTANGIBLE ASSETS
Equipment and leasehold improvements, net consists of the following:
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|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
|
2023 |
|
2022 |
Office equipment |
|
$ |
18,217 |
|
$ |
16,157 |
Furniture and fixtures |
|
|
14,452 |
|
|
14,386 |
Leasehold improvements |
|
|
62,365 |
|
|
61,293 |
Construction in progress |
|
|
9,614 |
|
|
1,438 |
Total |
|
|
104,648 |
|
|
93,274 |
Less: Accumulated depreciation and amortization |
|
|
(42,104) |
|
|
(36,122) |
Equipment and leasehold improvements, net |
|
$ |
62,544 |
|
$ |
57,152 |
Depreciation and amortization expenses for fixed assets totaled $2,014 and $1,918 for the three months ended September 30, 2023 and 2022, respectively, and $6,023 and $5,798 for the nine months ended September 30, 2023 and 2022, respectively.
As of September 30, 2023 and December 31, 2022, there were $1,273 and $1,639 of costs capitalized, net of $1,598 and $1,232 of accumulated amortization, respectively, within prepaid expenses and other assets on our condensed consolidated statements of financial condition related to the implementation of cloud computing arrangements. The amortization expense of the capitalized costs was $122 for each of the three months ended September 30, 2023 and 2022, respectively, and $366 for each of the nine months ended September 30, 2023 and 2022, respectively. The amortization expense was recorded within communication, technology and information services on the condensed consolidated statements of operations.
Investments Measured at Fair Value
Fair value investments are presented within investments on the Company’s condensed consolidated statements of financial condition. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring investments at fair value. See Note 2 for further information on the Company's fair value hierarchy.
The estimated fair value of sovereign debt securities, money market funds, certificates of deposits, common stock, and warrants are based on quoted prices for recent trading activity in identical or similar instruments. The Company primarily invests in U.S. and U.K. sovereign debt securities with maturities of less than twelve months and we consider these securities to be risk free. Therefore, we do not reserve for expected credit losses on these investments. Common stock and warrants held of publicly-traded companies are categorized as Level 1 in the fair value hierarchy.
Fair Value of Financial Assets
The fair value of the Company's financial assets as of September 30, 2023, have been categorized based upon the fair value hierarchy as follows:
17
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Sovereign debt securities |
$ |
60,040 |
|
$ |
— |
|
$ |
60,040 |
|
$ |
— |
Money market funds |
|
53,834 |
|
|
— |
|
|
53,834 |
|
|
— |
Certificates of Deposit |
|
10,604 |
|
|
— |
|
|
10,604 |
|
|
— |
Total financial assets included in cash and cash equivalents |
|
124,478 |
|
|
— |
|
|
124,478 |
|
|
— |
Investments |
|
|
|
|
|
|
|
|
|
|
|
Sovereign debt securities |
|
150,309 |
|
|
— |
|
|
150,309 |
|
|
— |
Total financial assets included in investments |
|
150,309 |
|
|
— |
|
|
150,309 |
|
|
— |
Total financial assets |
$ |
274,787 |
|
$ |
— |
|
$ |
274,787 |
|
$ |
— |
During the nine months ended September 30, 2023, the Company liquidated its equity investments measured at fair value. Therefore, there were no unrealized gains or losses on equity securities held at the reporting date for the three and nine months ended September 30, 2023. Unrealized losses of $1,055 and $9,991 were recognized on equity investments measured at fair value and held at the reporting date for the three and nine months ended September 30, 2022. For sovereign debt securities measured at fair value and held at the reporting date, unrealized gains of $1,108 and $132 were recognized for the three months ended September 30, 2023 and 2022, respectively, and, for the nine months ended September 30, 2023 and 2022, unrealized gains of $1,136 and unrealized losses of $234 were recognized, respectively. All gains and losses were recognized in other income and expenses on the condensed consolidated statement of operations. The cost basis of the investments recorded at fair value shown in the preceding table and included in investments on the condensed consolidated statement of financial condition was $149,173 as of September 30, 2023.
The fair value of the Company's financial assets as of December 31, 2022 have been categorized based upon the fair value hierarchy as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
Sovereign debt securities |
$ |
55,938 |
|
$ |
— |
|
$ |
55,938 |
|
$ |
— |
Money market funds |
|
41,210 |
|
|
— |
|
|
41,210 |
|
|
— |
Total financial assets included in cash and cash equivalents |
|
97,148 |
|
|
— |
|
|
97,148 |
|
|
— |
Investments |
|
|
|
|
|
|
|
|
|
|
|
Sovereign debt securities |
|
205,779 |
|
|
— |
|
|
205,779 |
|
|
— |
Common stock |
|
12,149 |
|
|
12,149 |
|
|
— |
|
|
— |
Warrants |
|
153 |
|
|
153 |
|
|
— |
|
|
— |
Total financial assets included in investments |
|
218,081 |
|
|
12,302 |
|
|
205,779 |
|
|
— |
Total financial assets |
$ |
315,229 |
|
$ |
12,302 |
|
$ |
302,927 |
|
$ |
— |
The cost basis of the financial assets recorded at fair value included in investments on the condensed consolidated statement of financial condition was $234,546 as of December 31, 2022.
Investments Held at Cost
In 2020 and 2021, the Company made investments in the sponsors (collectively referred to herein as "Atlas Crest Sponsors") of several Atlas Crest Investment Corp. entities (each an "Atlas Crest Entity" and collectively referred to as "Atlas Crest Entities"), each a special purpose acquisition company ("SPAC"). The Company's Chief Executive Officer, Kenneth Moelis, was the managing member of the Atlas Crest Sponsors and served as Non-Executive Chairman of the Atlas Crest Entities. The Company does not direct the activities of the Atlas Crest Sponsors or the related SPACs.
Investments in the Atlas Crest Sponsors that do not have readily determinable fair values were measured at cost less impairment and were included in investments on the condensed consolidated statements of financial condition. During 2022, the remaining Atlas Crest Entities were wound up and the remainder of the Company's investments were liquidated.
18
Equity Method Investments
Equity-method investments are presented within investments on the Company’s condensed consolidated statements of financial condition. As of September 30, 2023 and December 31, 2022, the carrying value of the Company's equity method investment in MA Financial (formerly known as Moelis Australia Limited) was $47,346 and $47,164, respectively. The Company's share of earnings on this investment is recorded in other income and expenses on the condensed consolidated statements of operation.
During the nine months ended September 30, 2023 and 2022, MA Financial declared dividends, of which the Company received $3,092 and $2,936, respectively. The Company accounted for the dividends as returns on investment and reduced the carrying value of the investment in MA Financial by the amount of dividends received.
From time to time, MA Financial may issue shares in connection with a transaction or employee compensation which reduces the Company's ownership interest in MA Financial and can result in dilution gains or losses. Such gains or losses are recorded in other income and expenses on the condensed consolidated statements of operation.
6.NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO CLASS A COMMON SHAREHOLDERS
The calculations of basic and diluted net income (loss) per share attributable to holders of shares of Class A common stock for the three and nine months ended September 30, 2023 and 2022 are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
(dollars in thousands, except per share amounts) |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to holders of shares of Class A common stock—basic |
|
|
$ |
(10,732) |
|
|
$ |
25,612 |
|
|
$ |
(19,040) |
|
|
$ |
130,290 |
Add (deduct) dilutive effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests related to Class A partnership units |
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
Net income (loss) attributable to holders of shares of Class A common stock—diluted |
|
|
$ |
(10,732) |
|
|
$ |
25,612 |
|
|
$ |
(19,040) |
|
|
$ |
130,290 |
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of Class A common stock outstanding—basic |
|
|
|
68,752,061 |
|
|
|
65,873,976 |
|
|
|
68,260,558 |
|
|
|
65,684,485 |
Add (deduct) dilutive effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests related to Class A partnership units |
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
|
(a) |
|
|
Weighted average number of incremental shares issuable from unvested RSUs and stock options, as calculated using the treasury stock method |
|
(b)(c) |
|
— |
|
(b) |
|
3,955,362 |
|
(b)(c) |
|
— |
|
(b) |
|
4,498,929 |
Weighted average shares of Class A common stock outstanding—diluted |
|
|
|
68,752,061 |
|
|
|
69,829,338 |
|
|
|
68,260,558 |
|
|
|
70,183,414 |
Net income (loss) per share attributable to holders of shares of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
$ |
(0.16) |
|
|
$ |
0.39 |
|
|
$ |
(0.28) |
|
|
$ |
1.98 |
Diluted |
|
|
$ |
(0.16) |
|
|
$ |
0.37 |
|
|
$ |
(0.28) |
|
|
$ |
1.86 |
We have not included the impact of Class B common stock because these shares are entitled to an insignificant amount of economic participation.
(a) Class A partnership units may be exchanged for Moelis & Company Class A common stock on a one-for-one basis, subject to applicable exchange restrictions. If all Class A partnership units were to be exchanged for Class A common stock, fully diluted Class A common stock outstanding would be 75,038,275 and 75,704,676 shares for the three months ended September 30, 2023 and 2022, respectively, and 74,483,243 and 76,276,345 shares for the nine months ended September 30, 2023 and 2022. In computing the dilutive effect, if any, that the aforementioned exchange would have on net income (loss) per share, net income (loss) available to holders of Class A common stock would be adjusted due to the elimination of the noncontrolling interests in consolidated entities associated with the Group LP Class A partnership units
19
(including any tax impact). For the three and nine months ended September 30, 2023 and 2022, such exchange is not reflected in diluted net income (loss) per share as the assumed exchange is not dilutive.
(b) Certain RSUs assumed to be issued as Class A common stock pursuant to the treasury stock method were antidilutive and therefore excluded from the calculation of diluted net income (loss) per share attributable to Moelis & Company for certain periods. During the three months ended September 30, 2023 and 2022, there were 0 and 135,534 RSUs that would have been included in the treasury stock method calculation if the effect were dilutive, respectively, and 11,615 and 4,625 RSUs for the nine months ended September 30, 2023 and 2022, respectively.
(c) The Company incurred a loss for the three and nine months ended September 30, 2023, and as a result the assumed issuance of any Class A common stock pursuant to the treasury stock method is antidilutive. There were 4,237,243 and 4,075,817 shares pursuant to the treasury stock method related to unvested RSUs that were excluded from diluted share count for the three and nine months ended September 30, 2023, respectively. If such shares were included, diluted Class A common stock outstanding would be 72,989,304 and 72,336,375 shares for the three and nine months ended September 30, 2023, respectively.
7.EQUITY‑BASED COMPENSATION
2014 Omnibus Incentive Plan
In connection with the IPO, the Company adopted the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”) to provide additional incentives to selected officers, employees, Managing Directors, non-employee directors, independent contractors, partners, senior advisors and consultants. The Plan provides for the issuance of incentive stock options (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock-based awards (including partnership interests that are exchangeable into stock upon satisfaction of certain conditions) and cash awards.
Restricted Stock Units (RSUs) and other stock-based awards
Pursuant to the Plan and in connection with the Company’s annual compensation process and ongoing hiring process, the Company issues RSUs and other stock-based awards which generally vest over a service life of four to five years. For the three months ended September 30, 2023 and 2022, the Company recognized expenses of $31,975 and $28,844, respectively, and $125,194 and $96,767 for the nine months ended September 30, 2023 and 2022, respectively.
The following table summarizes activity related to RSUs for the nine months ended September 30, 2023 and 2022.
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units |
|
2023 |
|
2022 |
|
|
|
Weighted |
|
|
|
Weighted |
|
|
|
Average |
|
|
|
Average |
|
Number of |
|
Grant Date |
|
Number of |
|
Grant Date |
|
Shares |
|
Fair Value |
|
Shares |
|
Fair Value |
Unvested Balance at January 1, |
8,099,629 |
|
$ |
47.49 |
|
8,068,120 |
|
$ |
46.36 |
Granted |
3,844,430 |
|
|
44.38 |
|
3,086,353 |
|
|
49.66 |
Forfeited |
(317,022) |
|
|
45.78 |
|
(258,621) |
|
|
48.74 |
Vested |
(3,736,851) |
|
|
45.63 |
|
(2,995,349) |
|
|
46.11 |
Unvested Balance at September 30, |
7,890,186 |
|
$ |
46.83 |
|
7,900,503 |
|
$ |
47.72 |
The Company also issues partnership units that are intended to qualify as "profits interest" for U.S. federal income tax purposes ("Partnership Units") that, subject to certain terms and conditions, are exchangeable into shares of Moelis & Company Class A common stock on a one-for-one basis. These Partnership Units are recorded as noncontrolling interests in the Company's condensed consolidated statements of financial condition. Partnership Units generally vest over a service life of two to five years, however in certain arrangements the Partnership Units are granted without a service requirement, but do not have exchange rights until the second through fifth anniversaries of the grant-date. The expense for Partnership Units is recognized over the service period and reflects the fair value determined at grant-date, which may factor in other attributes, such as post-vesting restrictions. For the nine months ended September 30, 2023 and 2022, the Company granted 482,941 and 809,899 Partnership Units with grant-date fair values of $20,037 and $38,413, respectively.
20
Certain Partnership Units vest upon the achievement of both market conditions and service requirements that are generally over three to five years ("Performance Units"). These units accrue distributions in kind, which are subject to the same vesting conditions as the underlying Performance Units. The expense for Performance Units is recognized over the service period and reflects the fair value determined at grant-date, which factors in the probability of the market conditions being achieved. For the nine months ended September 30, 2023, the Company granted 100,722 target Performance Units (with a maximum vesting of up to 150% of the target units if the pre-specified market conditions are achieved and service requirements are met) with a grant-date fair value of $4,594.
As of September 30, 2023, the total compensation expense related to unvested RSUs and other stock-based awards not yet recognized was $174,873, which is expected to be recognized over a weighted-average period of 1.7 years.
Class A Common Stock
In April 2014, the Company issued 15,263,653 shares of Class A common stock in connection with the IPO and reorganization. Since its IPO, the Company has conducted several offerings of Class A common stock in order to facilitate organized liquidity and increase the public float of its Class A common stock. The aggregate increase to Class A common stock as a result of such offerings was 24,923,349 shares. The Company did not retain any proceeds from the sale of its Class A common stock.
As of September 30, 2023, there were 76,819,647 shares of Class A common stock issued, 10,154,907 shares of treasury stock, and 66,664,740 shares outstanding. As of December 31, 2022, there were 73,063,181 shares of Class A common stock issued, 9,076,777 shares of treasury stock, and 63,986,404 shares outstanding.
The changes in Class A common stock since the IPO are due primarily to the offering transactions described above, exchanges of Class A partnership units, the exercise of stock options and vesting of restricted stock units in connection with the Company’s annual compensation process and ongoing hiring process.
Class B Common Stock
In conjunction with Moelis & Company’s IPO of its Class A common stock, the Company issued 36,158,698 shares of Class B common stock. Moelis & Company Partner Holdings LP (“Partner Holdings”) holds all shares of Class B common stock, enabling it initially to exercise majority voting control over the Company. In connection with the Company’s offerings of Class A common stock described above, 24,919,744 shares of Class B common stock were purchased from Partner Holdings at a cost of $550. The economic rights of Class B common stock are based on the ratio of the Class B subscription price to the initial public offering price of shares of Class A common stock (.00055 to 1). Shares of Class B common stock are generally not transferrable and, if transferred other than in the limited circumstances set forth in Moelis & Company’s Amended and Restated Certificate of Incorporation, such shares shall automatically convert into a number of shares of Class A common stock, or dollar equivalent. Each share of Class B common stock may also be converted to a number of Class A shares at the option of the holder. Holders of shares of Class B common stock are entitled to receive dividends of the same type as any dividends payable on outstanding shares of Class A common stock at a ratio of .00055 to 1.
As of September 30, 2023, and December 31, 2022, 4,489,778 and 4,635,898 shares of Class B common stock were issued and outstanding, respectively, due primarily to the IPO and offering transactions, and Class B conversions described above.
Treasury Stock
During the nine months ended September 30, 2023 and 2022, the Company repurchased 1,078,130 and 3,174,093 shares, respectively, pursuant to the Company’s share repurchase program and shares repurchased from its employees for the purpose of settling tax liabilities incurred upon the delivery of equity-based compensation awards. The result of the repurchases was an increase of $45,519 and $146,290, respectively, in the treasury stock balance on the Company’s condensed consolidated statements of changes in equity as of September 30, 2023 and 2022.
21
Share Repurchase Plan
In July 2021, the Board of Directors authorized the repurchase of up to $100,000 of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date. Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will be opportunistic and measured in nature and will depend on a variety of factors, including price and market conditions. The dollar value of shares that may yet be purchased under the program was $62,529 as of September 30, 2023.
Noncontrolling Interests
A Group LP Class A partnership unit (not held by Moelis & Company or its subsidiaries) is exchangeable into one share of Moelis & Company Class A common stock and represents the Company’s noncontrolling interests (non-redeemable). As of September 30, 2023 and December 31, 2022, partners held 6,286,260 and 5,888,027 Group LP partnership units, respectively, representing a 9% and 8% noncontrolling interest in Moelis & Company, respectively.
Controlling Interests
Moelis & Company operates and controls all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Group GP, and thus the 66,664,740 shares of Class A common stock outstanding as of September 30, 2023 (63,986,404 as of December 31, 2022), represents the controlling interest.
9.RELATED‑PARTY TRANSACTIONS
Aircraft Lease — On August 30, 2014, a related party, Moelis & Company Manager LLC ("Manager"), acquired an aircraft with funds received solely from its managing member (Mr. Moelis). The aircraft is used and operated by the Company pursuant to a dry lease with Manager, the lessor, and Mr. Moelis that was entered into on July 12, 2019. The terms of the dry lease are comparable to the market rates of leasing from an independent third party. Pursuant to this dry lease arrangement, the lessee is obligated to bear its share of the costs of operating the aircraft. In addition, Mr. Moelis is the other lessee of the aircraft and shares the operating and related costs of the plane in proportion to his respective use pursuant to a cost sharing and operating agreement that became effective in tandem with the dry lease. In 2022, the dry lease and cost sharing agreements with Mr. Moelis were extended for one year and are scheduled to terminate on December 31, 2023.
During the three months ended September 30, 2023 and 2022, the Company incurred $323 and $324, respectively, in aircraft lease costs to be paid to Manager, and $970 and $972 for the nine months ended September 30, 2023 and 2022, respectively.
Promissory Notes — As of September 30, 2023, there were $3,119 of unsecured promissory notes from employees held by the Company (December 31, 2022: $3,119). Any outstanding balances are reflected in accrued and other receivables on the condensed consolidated statements of financial condition. The notes bear a fixed interest rate of 4.00%. During the nine months ended September 30, 2023 and 2022, the Company received no principal repayments and recognized interest income of $93 and $7, respectively, on such notes, which is included in other income and expenses on the condensed consolidated statements of operations. During the nine months ended September 30, 2022, the Company recognized $100 of compensation and benefits expense related to a tranche of a promissory note that will not be repaid.
Services Agreement — In connection with the Company’s IPO, the Company entered into a services agreement with a related party, Moelis Asset Management LP, whereby the Company provides certain administrative services to Moelis Asset Management LP for a fee. This fee totaled $57 and $56 for the three months ended September 30, 2023 and 2022, respectively, and $168 and $166 for the nine months ended September 30, 2023 and 2022, respectively. The amount of the fee is based upon the estimated usage and related expense of all shared services between the Company and Moelis Asset Management LP during the relevant period, and will be assessed periodically by management as per the terms of the agreement. As of September 30, 2023 and December 31, 2022, the Company had no balances due to or from Moelis Asset Management LP.
Affiliated SPACs and SPAC Sponsors — As needed, the Company provided office space, secretarial, administrative, and other corporate services to Atlas Crest Entities. These services were provided to the Atlas Crest Entities upon consummation of their IPOs, in each case for a fee of $10 per month. These types of arrangements generally persisted with each Atlas Crest Entity until such Atlas Crest Entity consummated a business combination or was liquidated. During 2022, the remaining Atlas Crest Entities were wound up and the remainder of the Company's investments were liquidated. Therefore, no additional service fees are expected. For the three months ended September 30, 2023 and 2022, these fees totaled $0 and $30, respectively, and $0 and $90 for the nine months ended September 30, 2023 and 2022, respectively.
22
Revenues — From time to time, the Company enters into advisory transactions with affiliated entities, such as Moelis Asset Management LP and its affiliates. The Company earned revenues associated with such transactions of $0 and $4,644 for the three months ended September 30, 2023 and 2022, respectively, and $0 and $8,370 for the nine months ended September 30, 2023 and 2022, respectively. In addition, the Company and its affiliate MA Financial jointly executed a transaction with a third-party client where the engagement contract was with MA Financial. For the nine months ended September 30, 2022, the Company earned revenues of $4,212 related to this transaction.
10.REGULATORY REQUIREMENTS
Under the SEC Uniform Net Capital Rule (SEC Rule 15c3-1) Alternative Standard under Section (a)(1)(ii), the minimum net capital requirement is $250. As of September 30, 2023, U.S. Broker Dealer had net capital of $134,056, which was $133,806 in excess of its required net capital. As of December 31, 2022, U.S. Broker Dealer had net capital of $91,960 which was $91,710 in excess of its required net capital.
Certain other non-U.S. subsidiaries are subject to various securities and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries have consistently exceeded their local capital adequacy requirements.
11.COMMITMENTS AND CONTINGENCIES
Bank Lines of Credit — The Company maintains a $65,000 revolving credit facility which has a maturity date of June 28, 2024. Unless the lender issues a notice of termination at least 60 days prior to such maturity date, this facility will automatically extend to June 30, 2025. Borrowings on the facility bear interest at the greater of a fixed rate of 3.50% per annum or at the borrower’s option of (i) Secured Overnight Financing Rate ("SOFR") plus 1.1% or (ii) Prime minus 1.50%. As of September 30, 2023 and December 31, 2022, the Company had no borrowings under the credit facility.
As of September 30, 2023, the Company’s available credit under this facility was $64,194 as a result of the issuance of an aggregate amount of $806 of various standby letters of credit, which were required in connection with certain office leases and other agreements. The Company incurs a 1% per annum fee on the outstanding balance of issued letters of credit.
U.S. Broker Dealer maintains a $30,000 revolving credit facility agreement pre-approved by FINRA with a credit period ending May 24, 2024 and a maturity date of May 24, 2025. Borrowings on the facility bear interest equal to the Prime rate, payable quarterly in arrears of the last day of March, June, September and December of each calendar year. The Company had no borrowings under this credit facility and the available balance was $30,000 as of September 30, 2023.
Leases — The Company maintains operating leases for corporate offices and an aircraft with various expiration dates, some of which extend through 2036. Some leases include options to terminate or to extend the lease terms. The Company records lease liabilities measured at the present value of anticipated lease payments over the lease term, including options to extend or terminate the lease when it is reasonably certain such options will be exercised. The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable, thus the Company uses its secured borrowing rate, which was determined with reference to our available credit line. See below for additional information about the Company’s leases.
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
($ in thousands) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Supplemental Income Statement Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease cost |
|
$ |
6,473 |
|
|
$ |
5,466 |
|
|
$ |
18,212 |
|
|
$ |
16,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating cash inflows/(outflows) for operating leases |
|
$ |
(4,520) |
|
|
$ |
(3,672) |
|
|
$ |
(16,934) |
|
|
$ |
(3,803) |
|
Right-of-use assets obtained in exchange for lease obligations (e.g. new leases and amendments commenced during the period) |
|
$ |
18,441 |
|
|
$ |
822 |
|
|
$ |
35,409 |
|
|
$ |
2,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average remaining lease term - operating leases |
|
|
12.09 |
years |
|
|
12.97 |
years |
|
|
12.09 |
years |
|
|
12.97 |
years |
Weighted-average discount rate - operating leases |
|
|
3.97 |
% |
|
|
3.51 |
% |
|
|
3.97 |
% |
|
|
3.51 |
% |
During the three months ended September 30, 2023 and 2022, the Company received $1,573 and $2,314 of tenant improvement allowances, respectively, and $1,573 and $14,495 for the nine months ended September 30, 2023 and 2022, respectively. These cash receipts are included within net operating cash inflows/(outflows) for operating leases in the supplemental cash flow information above.
As of September 30, 2023, the future sublease income and maturities of our operating lease liabilities are as follows:
|
|
|
|
|
|
|
Fiscal year ended |
|
Sublease Income |
|
Operating Leases |
Remainder of 2023 |
|
$ |
(204) |
|
$ |
5,516 |
2024 |
|
|
(816) |
|
|
25,248 |
2025 |
|
|
(408) |
|
|
22,833 |
2026 |
|
|
— |
|
|
21,614 |
2027 |
|
|
— |
|
|
20,631 |
Thereafter |
|
|
— |
|
|
181,963 |
Total Payments |
|
$ |
(1,428) |
|
$ |
277,805 |
|
|
|
|
|
|
|
Less: Tenant improvement allowances |
|
|
(1,346) |
Less: Present value adjustment |
|
|
(59,597) |
Total |
|
$ |
216,862 |
In April 2023, a lease commenced for office space that will replace the Company's existing space in Los Angeles. Upon commencement, $15,510 in right-of-use assets and operating lease liabilities were capitalized. In August 2023, a lease commenced to expand the Company's workspace at its headquarters at 399 Park Avenue in New York. Upon commencement, $17,259 in right-of-use assets and operating lease liabilities were capitalized.
Contractual Arrangements — In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide indemnification for specified losses, including certain indemnification of certain officers, directors and employees.
Legal — In the ordinary course of business, from time to time the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, government agencies and self-regulatory organizations conduct periodic examinations, investigations and initiate administrative proceedings regarding the Company’s business, including, among other matters, compliance, accounting, recordkeeping and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the
24
amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. The Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.
We have reached an agreement on an Offer of Settlement ("The Settlement") with the Securities and Exchange Commission ("SEC") to resolve an administrative cease-and-desist proceeding regarding our practices relating to recordkeeping of business communications on messaging applications. The Settlement includes a civil penalty of $10,000, amongst other requirements. As a result, the Company recognized an expense of $10,000 for the nine months ended September 30, 2023, in other income and expenses in the condensed consolidated statements of operations.
12.EMPLOYEE BENEFIT PLANS
The Company covers substantially all U.S. salaried employees with a defined contribution 401(k) plan. Each salaried employee of the Company who has attained the age of 21 is eligible to participate in the 401(k) plan on their first day of employment. Any employer contributions to the 401(k) plan are entirely at the discretion of the Company. The Company accrued expenses relating to employer matching contributions to the 401(k) plan for the three months ended September 30, 2023 and 2022, in the amounts of $1,011 and $1,056, respectively, and $2,808 and $2,827 for the nine months ended September 30, 2023 and 2022, respectively.
The Company’s operations are generally comprised of entities that are organized as limited liability companies and limited partnerships. For U.S. federal income tax purposes, taxes related to income earned by these entities generally represent obligations of their interest holders. The Company is subject to certain foreign, state, and local entity-level taxes (for example, the New York City Unincorporated Business Tax (“UBT”)). In addition, the Company is subject to U.S. corporate federal, state, and local income tax on its allocable share of results of operations from Group LP.
The Company’s provisions for income taxes were an expense of $1,286 and an expense of $9,115 for the three months ended September 30, 2023 and 2022, respectively. The Company's provisions for income tax were a benefit of $3,891 and an expense of $38,009 for the nine months ended September 30, 2023 and 2022. The income taxes for the aforementioned periods primarily reflects the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rates and the effect of certain non-tax-deductible items, offset by the effect of the excess tax benefit recognized in connection with the delivery of equity-based compensation at an appreciated price above the grant date price for such equity. The excess tax benefits for the three months ended September 30, 2023 and 2022 were $1 and $417, respectively, and $3,360 and $9,063 for the nine months ended September 30, 2023 and 2022, respectively.
During the three months ended September 30, 2023, Group LP was selected for examination by the Internal Revenue Service for the tax year ended December 31, 2020. The Company’s tax years for 2022, 2021 and 2020 are generally subject to examination by the tax authorities. Tax examinations are monitored on an ongoing basis and adjustments to tax liabilities are made as appropriate.
25
14.REVENUES AND BUSINESS INFORMATION
The Company’s activities as an investment banking advisory firm constitute a single business segment offering clients, including corporations, financial sponsors, governments and sovereign wealth funds, a range of advisory services with expertise across all major industries in mergers and acquisitions, recapitalizations and restructurings, capital markets and other corporate finance matters.
Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the enterprise taken as whole, not by geographic region. The following table disaggregates the revenues and assets based on the location of the office that generates the revenues or holds the assets, and therefore may not be reflective of the geography in which our clients are located.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
United States |
$ |
234,471 |
|
$ |
192,020 |
|
$ |
536,134 |
|
$ |
629,344 |
Europe |
|
19,153 |
|
|
18,209 |
|
|
61,309 |
|
|
99,496 |
Rest of World |
|
18,555 |
|
|
23,277 |
|
|
42,427 |
|
|
49,274 |
Total |
$ |
272,179 |
|
$ |
233,506 |
|
$ |
639,870 |
|
$ |
778,114 |
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
2023 |
|
2022 |
Assets: |
|
|
|
|
|
United States |
$ |
974,813 |
|
$ |
994,339 |
Europe |
|
44,988 |
|
|
92,340 |
Rest of World |
|
100,672 |
|
|
130,190 |
Total |
$ |
1,120,473 |
|
$ |
1,216,869 |
As of September 30, 2023, and December 31, 2022, the Company had deferred revenues of $4,191 and $7,708, respectively. These amounts primarily consist of upfront fees and retainers for our services. During the nine months ended September 30, 2023 and 2022, $7,378 and $4,471 of revenues were recognized from the opening balance of deferred revenues, respectively.
Due to the factors that may delay or terminate a transaction (see Note 2), the Company does not estimate constrained transaction fees for revenue recognition. Quantitative disclosures of constrained variable consideration are not provided for remaining, wholly unsatisfied, performance obligations. The remaining performance obligations related to retainers, upfront fees and announcement fees are typically associated with contracts that have durations of one year or less.
The Company has evaluated subsequent events for adjustment to or disclosure in these condensed consolidated financial statements through the date of this report and has not identified any recordable or disclosable events not otherwise reported in these financial statements or the notes thereto other than the following. The Board of Directors of Moelis & Company has declared a dividend of $0.60 per share to be paid on December 22, 2023, to Class A common stockholders of record on November 13, 2023.
26
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q and our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Forward-Looking Statements and Certain Factors that May Affect Our Business
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Form 10-Q. We have made statements in this discussion that are forward-looking statements. You can identify these forward looking statements by the use of words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “potential” or “continue,” the negative of these terms and other comparable terminology. These forward looking statements, which are subject to risks, uncertainties, and assumptions about us, may include projections of our future financial performance, based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. You should consider the numerous risks outlined under “Risk Factors” in our Annual Report on Form 10-K and in this Form 10-Q.
Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward looking statements. You should not rely upon forward looking statements as a prediction of future events. We are under no duty to and we do not undertake any obligation to update or review any of these forward looking statements after the date of this filing to conform our prior statements to actual results or revised expectations whether as a result of new information, future developments or otherwise.
Executive Overview
Moelis & Company is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments, and financial sponsors. We assist our clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors. With over 20 locations in North and South America, Europe, the Middle East, Asia and Australia, we advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings, capital markets transactions and other corporate finance matters. Our ability to provide confidential, independent advisory services to our clients across sectors and regions and through all phases of the business cycle has led to long-term client relationships and a diversified revenue base.
As of September 30, 2023, we served our clients globally with 844 advisory bankers. We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters which set forth our fees. We generally generate fees at key transaction milestones, such as closing, the timing of which is outside of our control. As a result, revenues and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter. The performance of our business depends on the ability of our professionals to build relationships with clients over many years by providing trusted advice and exceptional transaction execution.
Business Environment and Outlook
Economic and global financial conditions can materially affect our operational and financial performance. See “Risk Factors” in Part II. Other Information of this Form 10-Q and in our Form 10-K for a discussion of some of the factors that can affect our performance. The M&A market data for announced and completed transactions during the three and nine months ended September 30, 2023 and 2022, referenced throughout this Form 10-Q was obtained from Refinitiv as of October 4, 2023 and October 3, 2022, respectively.
For the first nine months of 2023, we earned GAAP revenues of $639.9 million compared with $778.1 million earned during the same period in 2022. This represents a decrease of 18% compared to a 40% decrease in the number of global completed M&A transactions greater than $100 million in the same period.
Despite slower M&A activity levels, we continue to see strong client dialogue and engagement as corporate boards continue to seek to use M&A and the capital markets to execute on their strategic objectives. Additionally, financial sponsors have accumulated record amounts of capital that should allow for strong levels of M&A activity over the intermediate and long-term time horizon. However, these dialogues and client engagement do not always quickly translate to revenues. The record level of corporate debt that has accumulated, a higher interest rate environment and the economic impacts of inflation have led to our
27
restructuring mandates increasing throughout the course of the past year, particularly out-of-court liability management mandates as corporates and financial sponsors begin to address upcoming debt maturities. In addition, our capital markets business continues to provide advice to companies across all sectors on their capital raising and liquidity needs.
We believe that higher interest rates, inflation, military conflicts abroad and increasing regulatory burdens may continue to add uncertainty to the business environment. However, our Firm remains well positioned due to our focused client coverage and balanced business model. Our team of investment banking professionals continues to be very active, providing advice to a large number of clients around the globe.
Results of Operations
The following is a discussion of our results of operations for the three and nine months ended September 30, 2023 and 2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
|
Nine Months Ended September 30, |
|
|
|
($ in thousands) |
|
2023 |
|
2022 |
|
Variance |
|
2023 |
|
2022 |
|
Variance |
Revenues |
|
$ |
272,179 |
|
$ |
233,506 |
|
17 |
% |
|
$ |
639,870 |
|
$ |
778,114 |
|
-18 |
% |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
|
242,231 |
|
|
160,437 |
|
51 |
% |
|
|
536,264 |
|
|
477,166 |
|
12 |
% |
Non-compensation expenses |
|
|
49,974 |
|
|
38,020 |
|
31 |
% |
|
|
134,609 |
|
|
114,273 |
|
18 |
% |
Total operating expenses |
|
|
292,205 |
|
|
198,457 |
|
47 |
% |
|
|
670,873 |
|
|
591,439 |
|
13 |
% |
Operating income (loss) |
|
|
(20,026) |
|
|
35,049 |
|
N/M |
|
|
|
(31,003) |
|
|
186,675 |
|
N/M |
|
Other income and (expenses) |
|
|
9,943 |
|
|
2,625 |
|
279 |
% |
|
|
6,060 |
|
|
(2,656) |
|
N/M |
|
Income (loss) before income taxes |
|
|
(10,083) |
|
|
37,674 |
|
N/M |
|
|
|
(24,943) |
|
|
184,019 |
|
N/M |
|
Provision (benefit) for income taxes |
|
|
1,286 |
|
|
9,115 |
|
-86 |
% |
|
|
(3,891) |
|
|
38,009 |
|
N/M |
|
Net income (loss) |
|
$ |
(11,369) |
|
$ |
28,559 |
|
N/M |
|
|
$ |
(21,052) |
|
$ |
146,010 |
|
N/M |
|
N/M = Not meaningful
Revenues
We operate in a highly competitive environment. Each revenue-generating engagement is separately solicited, awarded and negotiated, and there are usually no long-term contracted sources of revenue. As a consequence, our fee-paying client engagements are not predictable, and high levels of revenues in one period are not necessarily predictive of continued high levels of revenues in future periods. To develop new business, our professionals maintain an active dialogue with a large number of existing and potential clients. We add new clients each year as our bankers continue to expand their relationships, as we hire senior bankers who bring their client relationships and as we receive introductions from our relationship network of senior executives, board members, attorneys and other third parties. We also lose clients each year as a result of the sale or merger of clients, changes in clients’ senior management, competition from other financial services firms and other causes.
We earn substantially all of our revenues from advisory engagements, and, in many cases, we are not paid until the completion of an underlying transaction. The vast majority of our advisory revenues are recognized over time, although the recognition of our transaction fees are constrained until the engagement is substantially complete.
Complications that may terminate or delay a transaction include failure to agree upon final terms with the counterparty, failure to obtain required regulatory consents, failure to obtain board or stockholder approvals, failure to secure financing, adverse market conditions or unexpected operating or financial problems related to either party to the transaction. In these circumstances, we often do not receive advisory fees that would have been received if the transaction had been completed, despite the fact that we may have devoted considerable time and resources to the transaction. Barriers to the completion of a restructuring transaction may include a lack of anticipated bidders for the assets of our client, or the inability of our client to restructure its operations, or indebtedness due to a failure to reach agreement with its creditors. In these circumstances, our fees are generally limited to monthly retainer fees and reimbursement of certain out-of-pocket expenses.
We do not allocate our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For example, a restructuring engagement may evolve to require a sale of all or a portion of the client, M&A assignments can develop from relationships established on prior restructuring engagements, and capital markets expertise can be instrumental on both M&A and restructuring assignments.
28
Three Months Ended September 30, 2023 versus 2022
Revenues were $272.2 million for the three months ended September 30, 2023 as compared with $233.5 million for the same period in 2022, representing an increase of 17%. The increase in revenues was primarily driven by an increase in the average fee per completed transaction as compared to the prior year period.
For the three months ended September 30, 2023 and 2022, we earned revenues from 139 clients and 116 clients, respectively, and more importantly, the number of clients that paid fees equal to or greater than $1 million was 48 clients and 52 clients, respectively.
Nine Months Ended September 30, 2023 versus 2022
Revenues were $639.9 million for the nine months ended September 30, 2023 as compared with $778.1 million for the same period in 2022, representing a decrease of 18%. The decrease in revenues was driven by a decrease in the number of completed transactions as compared to the prior year period.
For the nine months ended September 30, 2023 and 2022, we earned revenues from 248 clients and 258 clients, respectively, and more importantly, the number of clients that paid fees equal to or greater than $1 million was 129 clients and 151 clients, respectively.
Operating Expenses
The following table sets forth information relating to our operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
|
|
Nine Months Ended September 30, |
|
|
|
($ in thousands) |
|
2023 |
|
2022 |
|
Variance |
|
2023 |
|
2022 |
|
Variance |
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits |
|
$ |
242,231 |
|
|
$ |
160,437 |
|
|
51 |
% |
|
$ |
536,264 |
|
|
$ |
477,166 |
|
|
12 |
% |
% of revenues |
|
|
89 |
% |
|
|
69 |
% |
|
|
|
|
|
84 |
% |
|
|
61 |
% |
|
|
|
Non-compensation expenses |
|
$ |
49,974 |
|
|
$ |
38,020 |
|
|
31 |
% |
|
$ |
134,609 |
|
|
$ |
114,273 |
|
|
18 |
% |
% of revenues |
|
|
18 |
% |
|
|
16 |
% |
|
|
|
|
|
21 |
% |
|
|
15 |
% |
|
|
|
Total operating expenses |
|
$ |
292,205 |
|
|
$ |
198,457 |
|
|
47 |
% |
|
$ |
670,873 |
|
|
$ |
591,439 |
|
|
13 |
% |
% of revenues |
|
|
107 |
% |
|
|
85 |
% |
|
|
|
|
|
105 |
% |
|
|
76 |
% |
|
|
|
Our operating expenses are classified as compensation and benefits expenses and non-compensation expenses. Compensation and benefits expenses account for the majority of our operating expenses. Non-compensation expenses, which include the costs of professional fees, travel and related expenses, communication, technology and information services, occupancy, depreciation and other expenses, generally have been less significant in comparison with compensation and benefits expenses.
Three Months Ended September 30, 2023 versus 2022
Operating expenses were $292.2 million for the three months ended September 30, 2023 and represented 107% of revenues, compared with $198.5 million for the same period in 2022 which represented 85% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with significant Managing Director new hire investments and, in addition, increased non-compensation expenses related to transaction expenses incurred in respect of completed deals compared to the prior period.
Nine Months Ended September 30, 2023 versus 2022
Operating expenses were $670.9 million for the nine months ended September 30, 2023 and represented 105% of revenues, compared with $591.4 million for the same period in 2022 which represented 76% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with significant Managing Director new hire investments and, in addition, increased non-compensation expenses related to transaction expenses incurred in respect of completed deals compared to the prior period.
Compensation and Benefits Expenses
Our compensation and benefits expenses are determined by management based on revenues earned, the mark-to-market impact on investments where our employees and the Moelis advisory platform contributed meaningfully to the acquisition
29
of the asset, the competitiveness of the prevailing labor market and anticipated compensation requirements for our employees, the level of recruitment of new Managing Directors and other bankers, the amount of compensation expenses amortized related to equity awards and other relevant factors. 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.
Our compensation expenses consist of base salary and benefits, annual incentive compensation payable as cash bonus awards, including certain amounts subject to clawback and contingent upon a required period of service (“contingent cash awards”) and amortization of equity-based compensation awards. Base salary and benefits are paid ratably throughout the year. Equity awards are amortized into compensation expenses on a graded basis (based upon the fair value of the award at the time of grant) during the service period (adjusted for retirement eligibility) over which the award vests, which is typically four or five years. The awards are recorded within equity as they are expensed. Contingent cash awards are amortized into compensation expenses over the required service period. Incentive compensation, which is accrued throughout the year, is discretionary and dependent upon a number of factors including the performance of the Company and is generally awarded and paid during the first two months subsequent to the performance year. The number of equity units granted as a component of the annual incentive award is determined with reference to the Company’s grant date fair value.
Three Months Ended September 30, 2023 versus 2022
For the three months ended September 30, 2023, compensation related expenses of $242.2 million represented 89% of revenues, compared with $160.4 million which represented 69% of revenues in the prior year period. The increase in compensation expenses was primarily due to greater headcount and higher discretionary bonus expense associated with higher revenues as compared to the prior year period. As a percentage of revenues, compensation related expenses increased as compared to the prior year period due to greater headcount.
Nine Months Ended September 30, 2023 versus 2022
For the nine months ended September 30, 2023, compensation related expenses of $536.3 million represented 84% of revenues, compared with $477.2 million which represented 61% of revenues in the prior year period. The increase in compensation expenses was primarily due to greater headcount. As a percentage of revenues, compensation related expenses increased as compared to the prior year period due to a decline in revenues and greater headcount.
Non-Compensation Expenses
Our non-compensation expenses include the costs of occupancy, professional fees, communication, technology and information services, travel and related expenses, depreciation and other expenses.
Historically, our non-compensation expenses have increased as we have increased headcount which results from growing our business. This trend of growth in non-compensation expense may continue as we expand into new sectors, geographies and products to serve our clients’ growing needs.
Three Months Ended September 30, 2023 versus 2022
For the three months ended September 30, 2023, non‑compensation expenses of $50.0 million represented 18% of revenues, compared with $38.0 million which represented 16% of revenues in the prior year period. The increase in non-compensation expenses is primarily due to increased professional fees directly connected to specific completed transactions.
Nine Months Ended September 30, 2023 versus 2022
For the nine months ended September 30, 2023, non‑compensation expenses of $134.6 million represented 21% of revenues, compared with $114.3 million which represented 15% of revenues in the prior year period. The increase in non-compensation expenses is primarily due to increased professional fees, communication and technology expenses, and deal-related travel and related expenses. As a percentage of revenues, non-compensation expenses increased as compared to the prior year period primarily due to a decline in revenues and greater headcount.
Other Income and Expenses
Other income and expenses consists of earnings from equity method investments, gains and losses on investments, interest income and expense, and other infrequent gains or losses.
30
Three Months Ended September 30, 2023 versus 2022
For the three months ended September 30, 2023, other income and expenses was income of $9.9 million, primarily related to net gains of $7.1 million on financial assets measured at fair value and $1.4 million in earnings related to the Company's investment in MA Financial. For the prior year period, other income and expenses was income of $2.6 million, primarily related to in earnings and dilution gains from our investment in MA Financial.
Nine Months Ended September 30, 2023 versus 2022
For the nine months ended September 30, 2023, other income and expenses was income of $6.1 million, primarily related to net gains of $9.0 million on financial assets measured at fair value, $3.5 million in interest and dividends on cash equivalents and investments and income of $3.0 million from the Company's share of earnings in MA Financial, partially offset by the $10.0 million SEC fine. This compares to expenses of $2.7 million in the prior year period which was primarily related to unrealized losses of $10.1 million from the mark-to-market impact on equity instruments measured at fair value, partially offset by $5.3 million in earnings and dilution gains related to the Company's investment in MA Financial.
Provision for Income Taxes
The Company’s operations are comprised of entities that are organized as limited liability companies and limited partnerships. For U.S. federal income tax purposes, taxes related to income earned by these entities represent obligations of their interest holders, except for certain foreign, state and local income taxes (for example, the New York City unincorporated business tax (“UBT”)). The Company is subject to U.S. corporate, federal, state, and local income tax on its allocable share of results of operations from Group LP.
Three Months Ended September 30, 2023 versus 2022
The Company’s provision for income taxes was an expense of $1.3 million against a pre-tax loss of $10.1 million and an expense of $9.1 million against pre-tax income of $37.7 million for the three months ended September 30, 2023 and 2022, respectively. The income tax provision for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate, and the effect of certain non-tax-deductible items.
Nine Months Ended September 30, 2023 versus 2022
The Company’s provision for income taxes was a benefit of $3.9 million against a pre-tax loss of $24.9 million and an expense of $38.0 million against pre-tax income of $184.0 million for the nine months ended September 30, 2023 and 2022, respectively. The income tax provision for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate, and the effect of certain non-tax-deductible items, offset by the impact of the excess tax benefit recognized in connection with equity-based compensation delivered at a price above the grant date price.
Liquidity and Capital Resources
Our current assets have historically been comprised of cash, short term liquid investments and receivables related to fees earned from providing advisory services. Our current liabilities are primarily comprised of accrued expenses, including accrued employee compensation. We pay a significant portion of incentive compensation during the first two months of each calendar year with respect to the prior year’s results. We also distribute estimated partner tax payments primarily in the first quarter of each year with respect to the prior year’s operating results. Therefore, levels of cash generally decline during the first quarter of each year after incentive compensation has been paid to our employees and estimated tax payments have been distributed to partners. Cash before dividends and share buybacks then typically builds over the remainder of the year.
We evaluate our cash needs on a regular basis in light of current market conditions. Cash and cash equivalents include all short‑term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of September 30, 2023 and December 31, 2022, the Company had cash equivalents of $124.5 million and $97.1 million, respectively, invested primarily in U.S. and U.K. sovereign debt securities and money market funds. Additionally, as of September 30, 2023 and December 31, 2022, the Company had cash of $23.0 million and $109.6 million, respectively, maintained in U.S. and non‑U.S. bank accounts, of which most bank account balances exceeded the U.S. Federal Deposit Insurance Corporation (“FDIC”) and U.K. Financial Services Compensation Scheme (“FSCS”) coverage limits.
31
In addition to cash and cash equivalents, we hold sovereign debt securities that are classified as investments on our condensed consolidated statements of financial condition as they have original maturities of three months or more from the date of purchase. As of September 30, 2023 and December 31, 2022, the Company held $150.3 million and $205.8 million of sovereign debt securities classified as investments, respectively.
Our liquidity is highly dependent upon cash receipts from clients which generally requires the successful completion of transactions. The timing of receivable collections typically occurs within 60 days of billing. As of September 30, 2023 and December 31, 2022 accounts receivable were $25.5 million and $47.8 million, respectively, net of allowances of $1.6 million and $1.7 million, respectively.
To provide for additional working capital and other general corporate purposes, we maintain a $65.0 million revolving credit facility. In addition, Moelis & Company LLC ("U.S. Broker Dealer") maintains a $30.0 million revolving credit facility agreement pre-approved by FINRA to provide additional regulatory capital as necessary.
Unless the lender of the $65.0 million facility issues a notice of termination at least 60 days prior to the maturity date of June 28, 2024, this facility will automatically extend to June 30, 2025. Advances on the facility bear interest at the greater of a fixed rate of 3.50% per annum or at the Company’s option of (i) SOFR plus 1.1% or (ii) Prime minus 1.50%. As of September 30, 2023, the Company had no borrowings under the credit facility.
As of September 30, 2023, the Company’s available credit under this facility was $64.2 million as a result of the issuance of an aggregate amount of $0.8 million of various standby letters of credit, which were required in connection with certain office leases and other agreements. The Company incurs a 1% per annum fee on the outstanding balances of issued letters of credit.
Under the $30.0 million facility, U.S. Broker Dealer may borrow capital until May 24, 2024, the end of the credit period, and must repay aggregate principal balances by the maturity date of May 24, 2025. Borrowings on the facility bear interest equal to the Prime rate, payable quarterly in arrears on the last day of March, June, September and December of each calendar year. U.S. Broker Dealer had no borrowing under the credit facility and the available credit under this facility was $30.0 million as of September 30, 2023.
The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.60 per share. The $0.60 per share will be paid on December 22, 2023 to Class A common stockholders of record on November 13, 2023. During the nine months ended September 30, 2023 the Company paid aggregate dividends of $1.80 per share.
During the nine months ended September 30, 2023 and 2022, the Company repurchased 1,078,130 and 3,174,093 shares, respectively. The Company's share repurchases primarily consist of shares repurchased from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards and share buybacks pursuant to the Company’s share repurchase program. In July 2021, the Board of Directors authorized the repurchase of up to $100 million of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date. The dollar value of shares that may yet be purchased under the program was $62.5 million as of September 30, 2023.
Regulatory Capital
We actively monitor our regulatory capital base. Our principal subsidiaries are subject to regulatory requirements in their respective jurisdictions to ensure general financial soundness and liquidity. This requires, among other things, that we comply with certain minimum capital requirements, record‑keeping, reporting procedures, experience and training requirements for employees and certain other requirements and procedures. These regulatory requirements may restrict the flow of funds to and from affiliates. See Note 10 of the condensed consolidated financial statements for further information. These regulations differ in the United States, United Kingdom, Hong Kong and other countries in which we operate a registered broker‑dealer. The license under which we operate in each such country is meant to be appropriate to conduct an advisory business. We believe that we provide each of our subsidiaries with sufficient capital and liquidity, consistent with their business and regulatory requirements.
Tax Receivable Agreement
In connection with the IPO in April 2014, we entered into a tax receivable agreement with our eligible Managing Directors that provides for the payment to eligible Managing Directors of 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax or franchise tax that we realize as a result of (a) the increases in tax basis attributable to exchanges by our eligible Managing Directors and (b) tax benefits related to imputed interest deemed to be paid by us as a result of this tax receivable agreement. The Company expects to benefit from the remaining 15% of income tax cash savings, if any, that we realize.
32
For purposes of the tax receivable agreement, income tax cash savings will be computed by comparing our actual income tax liability to the amount of such taxes that we would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Group LP as a result of the exchanges and had we not entered into the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless we exercise our right to terminate the tax receivable agreement for an amount based on an agreed value of payments remaining to be made under the agreement.
Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. Because we generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units, we do not expect the cash payments to have a material impact on our liquidity.
In addition, the tax receivable agreement provides that, upon a merger, asset sale, or other form of business combination or certain other changes of control or if, at any time, we elect an early termination of the tax receivable agreement, our (or our successor’s) obligations with respect to exchanged or acquired units (whether exchanged or acquired before or after such change of control or early termination) will be based on certain assumptions, including that we would have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits related to entering into the tax receivable agreement, and, in the case of an early termination election, that any units that have not been exchanged are deemed exchanged for the market value of the Class A common stock at the time of termination. Consequently, it is possible, in these circumstances, that the actual cash tax savings realized by us may be significantly less than the corresponding tax receivable agreement payments.
Cash Flows
Our operating cash flows are primarily influenced by the amount and timing of receipt of advisory fees, which are generally collected within 60 days of billing, and the payment of operating expenses, including payments of incentive compensation to our employees. We pay a significant portion of incentive compensation during the first two months of each calendar year with respect to the prior year’s results. Our investing and financing cash flows are primarily influenced by activities to fund investments and payments of dividends and estimated partner taxes. A summary of our operating, investing and financing cash flows is as follows:
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
($ in thousands) |
|
2023 |
|
2022 |
Cash Provided By (Used In) |
|
|
|
|
|
|
Operating Activities: |
|
|
|
|
|
|
Net income (loss) |
|
$ |
(21,052) |
|
$ |
146,010 |
Non-cash charges |
|
|
117,318 |
|
|
139,206 |
Other operating activities |
|
|
(37,131) |
|
|
(374,624) |
Total operating activities |
|
|
59,135 |
|
|
(89,408) |
Investing Activities |
|
|
64,004 |
|
|
4,247 |
Financing Activities |
|
|
(183,015) |
|
|
(274,417) |
Effect of exchange rate changes |
|
|
555 |
|
|
(12,490) |
Net increase (decrease) in cash |
|
|
(59,321) |
|
|
(372,068) |
Cash, cash equivalents, and restricted cash, beginning of period |
|
|
207,539 |
|
|
521,014 |
Cash, cash equivalents, and restricted cash, end of period |
|
$ |
148,218 |
|
$ |
148,946 |
Nine Months Ended September 30, 2023
Cash, cash equivalents and restricted cash were $148.2 million at September 30, 2023, a decrease of $59.3 million from $207.5 million at December 31, 2022. Operating activities resulted in a net inflow of $59.1 million primarily attributable to cash collected from clients, net of cash operating outflows, including discretionary bonuses paid during the period. Investing activities resulted in a net inflow of $64.0 million primarily attributable to net proceeds from the sale of investments. Financing activities resulted in a net outflow of $183.0 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.
Nine Months Ended September 30, 2022
Cash, cash equivalents and restricted cash were $148.9 million at September 30, 2022, a decrease of $372.1 million from $521.0 million at December 31, 2021. Operating activities resulted in a net outflow of $89.4 million primarily attributable to cash operating outflows, including discretionary bonuses paid during the period, net of cash collected from clients. Investing activities resulted in a net inflow of $4.2 million primarily attributable to net proceeds from the sale of investments. Financing activities
33
resulted in a net outflow of $274.4 million primarily related to treasury stock purchases and the payment of dividends and tax distributions.
Contractual Obligations
As of September 30, 2023, the Company has a total payable of $304.8 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements and of this amount an estimated $21.7 million will be due in less than one year. These amounts represent management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. We generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units. We do not expect the cash payments to have a material impact on our liquidity. There were no payments made pursuant to the tax receivable agreement during the first nine months of 2023.
Additionally, the Company has contractual obligations related to its leases for corporate office space and an aircraft. See Note 11 to the condensed consolidated financial statements for details regarding when these obligations are due.
Market Risk and Credit Risk
Our business is not capital-intensive and we do not invest in derivative instruments or, generally, borrow through issuing debt. As a result, we are not subject to significant market risk (including interest rate risk, foreign currency exchange rate risk and commodity price risk) or credit risk.
Risks Related to Cash and Short-Term Investments
Our cash and cash equivalents include all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. We invest most of our cash in money market securities and U.S. and U.K. sovereign debt securities. Cash is maintained in U.S. and non-U.S. bank accounts. Most U.S. and U.K. account balances exceed the FDIC and FSCS coverage limits. Nearly all of our cash balance is held at institutions or at subsidiaries of institutions labeled as global systemically important banks by the Financial Stability Board. Despite the importance of these institutions, there can be no assurance of governmental or regulatory intervention to guarantee our uninsured deposits. In addition to cash and cash equivalents, we hold sovereign debt securities that are classified as investments on our condensed consolidated statement of financial condition as they have original maturities of three months or more (but less than twelve months) from the date of purchase. We believe our cash and short-term investments are not subject to any material interest rate risk, equity price risk, credit risk or other market risk.
Credit Risk
We regularly review our accounts receivable and allowance for credit losses by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to the Company. We maintain an allowance for credit losses that, in our opinion, provides for an adequate reserve to cover losses that may be incurred. See “—Critical Accounting Policies and Estimates—Accounts Receivable and Allowance for Credit Losses.”
Exchange Rate Risk
The Company is exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of the Company’s non‑U.S. dollar denominated assets and liabilities. Non‑functional currency‑related transaction gains and losses are recorded in the condensed consolidated statements of operations. In addition, the reported amounts of our revenues and other income from investments may be affected by movements in the rate of exchange between the pound sterling, euro, Brazilian real, Hong Kong dollar, Israeli shekel, rupee, Australian dollar, Saudi riyal and the U.S. dollar, in which our financial statements are denominated. The net impact of the fluctuation of foreign currencies in other comprehensive income (loss) in the condensed consolidated statements of comprehensive income were losses of $0.8 million and $4.6 million for the three months ended September 30, 2023 and 2022, respectively, and losses of $0.2 million and losses of $10.0 million for the nine months ended September 30, 2023 and 2022, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations through the use of derivative instruments or other methods.
34
Critical Accounting Policies and Estimates
We believe that the critical accounting policies and estimates included below represent those that are most important to the presentation of our financial condition and results of operations and require management’s most difficult, subjective and complex judgment.
The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period for which they are determined to be necessary.
Revenue and Expense Recognition
We earn substantially all of our revenues by providing advisory services on mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fund raisings and secondary transactions, and other corporate finance matters. The Company also acts as an underwriter of certain securities offerings. We provide our advisory services on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. In many cases, we are not paid until the completion of an underlying transaction.
The Company recognizes the vast majority of its advisory services revenue over time, including reimbursements for certain out-of-pocket expenses, when or as our performance obligations are fulfilled and collection is reasonably assured. The determination of whether revenues are recognized over time or at a point in time depends upon the type of service being provided and the related performance obligations. We identify the performance obligations in our engagement letters and determine which services are distinct (i.e. separately identifiable and the client could benefit from such service on its own). We allocate the transaction price to the respective performance obligations by estimating the amount of consideration we expect in exchange for providing each service. Both the identification of performance obligations and the allocation of transaction price to the respective performance obligations requires significant judgment.
During such advisory engagements, our clients are continuously benefitting from our advice and the over time recognition matches the transfer of such benefits. However, the recognition of transaction fees, which are variable in nature, is constrained until substantially all services have been provided, specified conditions have been met (e.g. transaction closing) and it is probable that a significant reversal of revenue will not occur in a future period. Upfront fees and retainers specified in our engagement letters that meet the over time criteria will be recognized on a systematic basis over the estimated period where the related services are performed.
With respect to fairness opinions, fees are fixed and delivering the opinion is a separate performance obligation from other advisory services that may be promised under the same engagement letter; as such these revenues are recognized at a point in time when the engagement is formally completed and the client can obtain substantially all of the benefits from the service. Similarly, underwriting engagements are typically a single performance obligation and fees are generally recognized as revenue when the offering has been deemed to be completed by the lead manager of the underwriting group. In these instances, point in time recognition appropriately matches the transfer and consumption of our services.
Incremental costs of obtaining a contract are expensed as incurred since such costs are generally not recoverable and the typical duration of our advisory contracts is less than one year. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing our advisory services and are typically expensed as incurred, except where the transfer and consumption of our services occurs at a point in time. For engagements recognized at a point in time, out-of-pocket expenses are capitalized and subsequently expensed in the condensed consolidated statement of operations upon completion of the engagement. The Company records deferred revenues when it receives fees from clients that have not yet been earned (e.g. an upfront fee) or when the Company has an unconditional right to consideration before all performance obligations are complete (e.g. upon satisfying conditions to earn an announcement fee, but before the transaction is consummated).
Accounts Receivable and Allowance for Credit Losses
The accompanying condensed consolidated statements of financial condition present accounts receivable balances net of allowance for credit losses based on the Company’s assessment of the collectability of customer accounts.
The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover losses that may be incurred. For purposes of determining appropriate allowances, the Company stratifies its population of accounts receivable into two categories, one for short-term receivables and a second for private funds advisory receivables. Each
35
population is separately evaluated using an aging method that results in a percentage reserve based on the age of the receivable, in addition to considerations of historical charge-offs and current economic conditions.
After concluding that a reserved accounts receivable is no longer collectible, the Company will charge-off the receivable. This has the effect of reducing both the gross receivable and the allowance for credit losses. If a reserved accounts receivable is subsequently collected, such recoveries reduce the gross receivable and the allowance for credit losses and is a reduction of bad debt expense, which is recorded within other expenses on the condensed consolidated statement of operations. The combination of recoveries and the provision for credit losses of a reported period comprise the Company’s bad debt expense.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s condensed consolidated statements of financial condition as deferred tax assets. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized.
ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and nine months ended September 30, 2023 and 2022, no unrecognized tax benefit was recorded. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. For the three and nine months ended September 30, 2023 and 2022, no such amounts were recorded.
Recent Accounting Developments
For a discussion of recently issued accounting developments and their impact or potential impact on our condensed consolidated financial statements, see Note 3—Recent Accounting Pronouncements, of the condensed consolidated financial statements included in this Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative disclosures about market risk are set forth above in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk and Credit Risk.”
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Controls
No change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
36
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of business, from time to time the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, government agencies and self-regulatory organizations conduct periodic examinations, investigations and initiate administrative proceedings regarding the Company’s business, including, among other matters, compliance, accounting, recordkeeping and operational matters, that can result in censure, fine, the issuance of cease and desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees.
We have reached an agreement on an Offer of Settlement ("The Settlement") with the Securities and Exchange Commission ("SEC") to resolve an administrative cease-and-desist proceeding regarding our practices relating to recordkeeping of business communications on messaging applications. Moelis & Company LLC agreed to be censured, pay a civil monetary penalty of $10.0 million and comply with certain undertakings, including retaining a compliance consultant, related to retention of electronic communications as enumerated in the Settlement. As a result, the Company recognized an expense of $10.0 million for the nine months ended September 30, 2023, in other income and expenses in the condensed consolidated statements of operations.
On March 13, 2023, West Palm Beach Firefighters’ Pension Fund, a putative Class A stockholder of the Company, filed a class action lawsuit, on behalf of itself and other similarly-situated Class A stockholders, in the Delaware Court of Chancery against the Company. The complaint seeks a declaratory judgment that certain provisions of the Stockholders Agreement between the Company and Partner Holdings are invalid and unenforceable as a matter of Delaware law. The plaintiff has also requested attorneys’ fees and costs and expenses.
In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a significant adverse effect on the Company.
Item 1A. Risk Factors
There have been no material changes to the Risk Factors described in Part I "Item 1A. Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales
None.
Issuer Purchases of Equity Securities in the third quarter of 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Dollar Value |
|
|
|
|
|
|
|
Shares Purchased |
|
of Shares that May Yet |
|
|
Total Number |
|
|
|
|
as Part of Publicly |
|
be Purchased Under |
|
|
of Shares |
|
Average Price |
|
Announced Plans |
|
the Plan or |
Period |
|
Purchased(1) |
|
Paid per Share |
|
or Programs(2)(3) |
|
Programs(2)(3) |
July 1 - July 31 |
|
13,933 |
|
$ |
52.02 |
|
|
— |
|
$ |
62.5 million |
August 1 - August 31 |
|
787 |
|
|
48.98 |
|
|
— |
|
|
62.5 million |
September 1 - September 30 |
|
— |
|
|
— |
|
|
— |
|
|
62.5 million |
Total |
|
14,720 |
|
$ |
51.85 |
|
|
— |
|
$ |
62.5 million |
(1)These include share purchases arising from net settlement of equity awards to satisfy minimum tax obligations.
(2)In July 2021, the Board of Directors authorized the repurchase of up to $100 million of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date.
37
(3)Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will be opportunistic and measured in nature and will depend on a variety of factors, including price and market conditions.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
38
Item 6. Exhibits
* Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Registrant’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934 irrespective of any general incorporation language contained in any such filing.
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 2nd day of November, 2023.
|
|
|
MOELIS & COMPANY |
|
|
|
/s/ Kenneth Moelis |
|
Kenneth Moelis |
|
Chief Executive Officer |
|
|
|
/s/ Joseph Simon |
|
Joseph Simon |
|
Chief Financial Officer |
40
