8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 07, 2024

 

Moelis & Company

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36418	46-4500216
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
399 Park Avenue 4th Floor
New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 883-3800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	MC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On February 7, 2024, Moelis & Company issued a press release announcing financial results for the fourth quarter and year ended December 31, 2023.

A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.

Item 7.01 Regulation FD Disclosure.

On February 7, 2024, Moelis & Company (the “Company”) updated the investor presentation available under “Events and Presentations” on the Investor Relations section of its website. The updated presentation is available using the following link: http://investors.moelis.com/event. The information in this Item 7.01 of this Form 8-K is furnished as of the date hereof, and the Company disclaims any obligation to correct or update this information, its website or the presentation in the future. The contents of the Company’s website are not included or incorporated by reference into this Form 8-K, and any references to such website are intended to be inactive textual references only. All information in this Item 7.01 of this Form 8-K is furnished but not filed.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
99.1	Press release of Moelis & Company dated February 7, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

			MOELIS & COMPANY
Date:	February 7, 2024	By:	/s Joseph Simon
			Name: Joseph Simon Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

 

Moelis & Company Reports Fourth Quarter and Full Year 2023 Financial Results;

Declares Regular Quarterly Dividend of $0.60 Per Share

•Fourth quarter GAAP revenues of $214.9 million; fourth quarter Adjusted revenues of $214.9 million, up 6% from the prior year period

•Full year 2023 GAAP revenues of $854.7 million; full year 2023 Adjusted revenues of $860.1 million, down 11% from the prior year

•GAAP net loss of $0.08 per share for the fourth quarter of 2023 and $0.36 per share for full year 2023; Adjusted net loss of $0.06 per share for the fourth quarter of 2023 and $0.20 per share for full year 2023

•Continued to execute on our growth strategy:

―In 2023, we promoted eight advisory professionals to Managing Director and hired 24 Managing Directors in areas of key strategic importance including Technology, Industrials, Metals & Mining, Clean Technology, Power & Utilities, Capital Markets, Capital Structure Advisory and Private Funds Advisory

―Launched Clean Technology Group during the third quarter of 2023

―Since the beginning of 2024, we have added a total of 10 Managing Directors to our platform, including seven through internal promotions, one new hire focused on enhancing the Firm's coverage of credit funds, and two focused on Upstream Energy that will join in the coming weeks

•Strong balance sheet with cash and short-term investments of $349.3 million and no debt or goodwill

―Declared quarterly dividend of $0.60 per share

NEW YORK, February 7, 2024 – Moelis & Company (NYSE: MC) today reported financial results for the fourth quarter and full year ended December 31, 2023. The Firm's fourth quarter GAAP revenues were $214.9 million as compared with $207.2 million in the prior year period. On an Adjusted basis, the Firm’s fourth quarter revenues of $214.9 million increased 6% from the prior year period. The Firm reported a GAAP net loss of $6.5 million and $0.08 per share for the fourth quarter of 2023. On an Adjusted basis, the Firm reported a net loss of $4.8 million and $0.06 per share for the fourth quarter of 2023, which compares with net income of $25.2 million and $0.33 per share (diluted) in the prior year period.

The Firm's full year 2023 GAAP revenues were $854.7 million. On an Adjusted basis, the Firm's full year 2023 Adjusted revenues of $860.1 million decreased 11% from the prior year. The Firm reported a GAAP net loss of $27.5 million, or $0.36 per share for full year 2023. On an Adjusted basis, the Firm reported a net loss of $15.0 million, or $0.20 per share for full year 2023, as compared with net income of $169.4 million, or $2.22 per share (diluted), in the prior year. GAAP and Adjusted net income in full year 2023 include net tax benefits of approximately $0.05 per share related to the settlement of share-based awards.

"In 2023, we aggressively expanded our Managing Director headcount in key areas of growth to position the Firm for the coming resurgence in M&A activity. We enter 2024 with a focus on delivering our expanded expertise to our clients," said Ken Moelis, Chairman and Chief Executive Officer.

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The Firm’s revenues and net income can fluctuate materially depending on the number, size and timing of completed transactions as well as other factors. Accordingly, financial results in any particular quarter may not be representative of future results over a longer period of time.

Currently 91% of the operating partnership (Moelis & Company Group LP) is owned by the corporate partner (Moelis & Company) and is subject to corporate U.S. federal and state income tax. The remaining 9% is owned by other partners of Moelis & Company Group LP and is primarily subject to U.S. federal tax at the partner level (certain state, local and foreign income taxes are incurred at the company level). The Adjusted results included herein apply certain adjustments from our GAAP results, including the assumption that 100% of the Firm’s fourth quarter and full year operating results were taxed at our corporate effective tax rate. We believe the Adjusted results, when presented together with comparable GAAP results, are useful to investors to compare our performance across periods and to better understand our operating results. A reconciliation between our GAAP results and our Adjusted results is presented in the Appendix to this press release.

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GAAP and Adjusted (non-GAAP) Selected Financial Data (Unaudited)

	GAAP						Adjusted (non-GAAP)*
	Three Months Ended December 31,
($ in thousands except per share data)	2023		2022		Variance		2023		2022		Variance
Revenues	$	214,878	$	207,183	4	%	$	214,878	$	202,136	6	%
Income (loss) before income taxes		(4,204)		32,301	N/M			(3,215)		34,165	N/M
Provision (benefit) for income taxes		2,260		9,629	-77	%		1,608		8,918	-82	%
Net income (loss)		(6,464)		22,672	N/M			(4,823)		25,247	N/M
Net income (loss) attributable to noncontrolling interests		(804)		2,617	N/M			—		—	N/M
Net income (loss) attributable to Moelis & Company	$	(5,660)	$	20,055	N/M		$	(4,823)	$	25,247	N/M
Diluted earnings (loss) per share	$	(0.08)	$	0.28	N/M		$	(0.06)	$	0.33	N/M
N/M = not meaningful
* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

	GAAP						Adjusted (non-GAAP)*
	Year Ended December 31,
($ in thousands except per share data)	2023		2022		Variance		2023		2022		Variance
Revenues	$	854,748	$	985,297	-13	%	$	860,085	$	970,195	-11	%
Income (loss) before income taxes		(29,147)		216,320	N/M			(17,233)		218,184	N/M
Provision (benefit) for income taxes		(1,631)		47,638	N/M			(2,282)		48,776	N/M
Net income (loss)		(27,516)		168,682	N/M			(14,951)		169,408	N/M
Net income (loss) attributable to noncontrolling interests		(2,816)		18,337	N/M			—		—	N/M
Net income (loss) attributable to Moelis & Company	$	(24,700)	$	150,345	N/M		$	(14,951)	$	169,408	N/M
Diluted earnings (loss) per share	$	(0.36)	$	2.14	N/M		$	(0.20)	$	2.22	N/M
N/M = not meaningful
* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

Revenues

We earned GAAP revenues of $214.9 million in the fourth quarter of 2023, as compared with $207.2 million in the prior year period. On an Adjusted basis, we earned revenues of $214.9 million in the fourth quarter of 2023, as compared with $202.1 million in the prior year period, representing an increase of 6%. The increase in fourth quarter revenues was driven by an increase in fees earned from restructuring and capital markets transaction completions, as compared with the prior year period.

For the year ended December 31, 2023, we earned GAAP revenues of $854.7 million, as compared with $985.3 million in the prior year. On an Adjusted basis, we earned revenues of $860.1 million, as compared with $970.2 million in the prior year, representing a decrease of 11%. The decrease in full year revenues was driven by a decline in fees earned from M&A transaction completions, partially offset by an increase in fees earned from restructuring and capital markets transaction completions, as compared with the prior year.

We continued to execute on our strategy of organic growth in 2023. We promoted eight advisory professionals to Managing Director and hired 24 Managing Directors. The 24 Managing Director hires were in areas of key strategic importance to the Firm including Technology, Industrials, Metals & Mining, Clean Technology, Power & Utilities, Capital Markets, Capital Structure Advisory and Private Funds Advisory.

Since the beginning of 2024, we have added a total of 10 Managing Directors to our platform, including seven through internal promotions, one new hire focused on enhancing the Firm's coverage of credit funds, and two additional hires focused on Upstream Energy that will join in the coming weeks.

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The seven advisory professionals promoted to Managing Director include: Bruno Brandao (U.S./Life Science Tools, Services and Diagnostics), Matt Janukowicz (U.S./Hospitality & Leisure), Craig Kolwicz (U.S./Mergers & Acquisitions), Rachel Murray (U.S./Capital Structure Advisory), James Schiro (U.S./Private Equity Solutions), Andrew Swift (U.S./Strategic Advisory) and Mark Webber (U.S./Healthcare Medical Technology).

As of the date of this release, we have 160 advisory Managing Directors on our platform.

Expenses

The following tables set forth information relating to the Firm’s operating expenses.

	GAAP								Adjusted (non-GAAP)*
	Three Months Ended December 31,
($ in thousands)	2023			2022			Variance		2023			2022			Variance
Expenses:
Compensation and benefits	$	178,485		$	141,029		27	%	$	175,636		$	134,997		30	%
% of revenues		83.1	%		68.1	%				81.7	%		66.8	%
Non-compensation expenses	$	45,742		$	36,729		25	%	$	44,593		$	36,729		21	%
% of revenues		21.3	%		17.7	%				20.8	%		18.2	%
Total operating expenses	$	224,227		$	177,758		26	%	$	220,229		$	171,726		28	%
% of revenues		104.4	%		85.8	%				102.5	%		85.0	%
* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

	GAAP								Adjusted (non-GAAP)*
	Year Ended December 31,
($ in thousands)	2023			2022			Variance		2023			2022			Variance
Expenses:
Compensation and benefits	$	714,749		$	618,195		16	%	$	711,158		$	611,219		16	%
% of revenues		83.6	%		62.7	%				82.7	%		63.0	%
Non-compensation expenses	$	180,351		$	151,002		19	%	$	178,782		$	151,002		18	%
% of revenues		21.1	%		15.3	%				20.8	%		15.6	%
Total operating expenses	$	895,100		$	769,197		16	%	$	889,940		$	762,221		17	%
% of revenues		104.7	%		78.1	%				103.5	%		78.6	%
* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

Total operating expenses on a GAAP basis were $224.2 million for the fourth quarter of 2023 and $895.1 million for the year ended December 31, 2023. On an Adjusted basis, operating expenses were $220.2 million for the fourth quarter of 2023, as compared with $171.7 million in the prior year period, and $889.9 million for the full year as compared with $762.2 million in the prior year. The increase in Adjusted operating expenses is attributable to increased compensation and benefits and non-compensation expenses as compared with the prior year periods.

Compensation and benefits expenses on a GAAP basis were $178.5 million for the fourth quarter of 2023 and $714.7 million for the year ended December 31, 2023. Adjusted compensation and benefits expenses were $175.6 million for the fourth quarter of 2023, as compared with $135.0 million in the prior year period. The increase in Adjusted compensation and benefits expenses in the fourth quarter of 2023 is attributable to increased Managing Director headcount. For the year ended December 31, 2023, Adjusted compensation and benefits expenses were $711.2 million, as compared with $611.2 million in the prior year. The increase in Adjusted compensation and benefits expenses in full year 2023 is attributable to increased headcount as compared with the prior year.

Non-compensation expenses on a GAAP basis were $45.7 million for the fourth quarter of 2023 and $180.4 million for the year ended December 31, 2023. Adjusted non-compensation expenses for the fourth quarter of 2023 were $44.6 million, as compared with $36.7 million in the prior year period. The increase in Adjusted non-compensation expenses in the fourth quarter of 2023 is primarily attributable to increased professional fees and communication and technology and occupancy expenses associated with increased headcount. For the year ended December 31, 2023, Adjusted non-compensation expenses were $178.8 million, as compared with $151.0 million in the prior year.

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The increase in Adjusted non-compensation expenses in full year 2023 is primarily attributable to increased professional fees, communication and technology expenses, and deal-related travel and entertainment expenses as compared with the prior year.

Other Income (Expenses)

	GAAP						Adjusted (non-GAAP)*
	Three Months Ended December 31,
($ in thousands)	2023		2022		Variance		2023		2022		Variance
Other income (expenses)	$	5,145	$	2,876	79	%	$	2,136	$	3,755	-43	%
* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

	GAAP						Adjusted (non-GAAP)*
	Year Ended December 31,
($ in thousands)	2023		2022		Variance		2023		2022		Variance
Other income (expenses)	$	11,205	$	220	4,993	%	$	12,622	$	10,210	24	%
* See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP)

Other income (expenses) on a GAAP basis was $5.1 million for the fourth quarter of 2023, as compared with $2.9 million in the prior year period. On an Adjusted basis, other income for the fourth quarter of 2023 was $2.1 million, as compared with $3.8 million in the prior year period.

For the year ended December 31, 2023, other income on a GAAP basis was $11.2 million as compared with $0.2 million in the prior year. On an Adjusted basis, other income for the year ended December 31, 2023, was $12.6 million as compared with $10.2 million in the prior year. For the year ended December 31, 2023, we recorded net gains of $5.3 million on certain share sales during the period. Consistent with prior periods, the $5.3 million in gains are included within Adjusted revenues and the adjustment did not impact our GAAP or Adjusted earnings per share.

As previously disclosed, Adjusted other income for the year ended December 31, 2023, excludes $10.0 million of expense related to a regulatory settlement with the SEC in the second quarter. Additional details can be found in footnote (c) in appendix A-4.

Provision for Income Taxes

The corporate partner (Moelis & Company) currently owns 91% of the operating partnership (Moelis & Company Group LP) and is subject to corporate U.S. federal and state income tax on its allocable share of earnings. The remaining 9% of activity is subject to certain state, local and foreign income taxes (including New York City Unincorporated Business Tax), which is accounted for at the partner level through the noncontrolling interests. For Adjusted purposes, we have assumed that 100% of the Firm’s fourth quarter and full year 2023 operating results were taxed at our corporate effective tax rate. Together with the excess tax benefit of approximately $3.9 million related to the delivery of equity-based compensation for the year and the impact of certain non-deductible expenses incurred in the ordinary course of business, we have a net tax benefit of approximately $2.3 million for the year.

Capital Management and Balance Sheet

Moelis & Company continues to maintain a strong financial position, and as of December 31, 2023, we held cash and liquid investments of $349.3 million and had no debt or goodwill on our balance sheet.

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 March 28, 2024, to common stockholders of record on February 20, 2024.

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Earnings Call

We will host a conference call beginning at 5:00pm ET on Wednesday, February 7, 2024, accessible via telephone and the internet. Ken Moelis, Chairman and Chief Executive Officer, and Joe Simon, Chief Financial Officer, will review our fourth quarter 2023 financial results. Following the review, there will be a question and answer session.

Investors and analysts may participate in the live conference call by dialing 1-888-300-4150 (domestic) or 1-646-970-1530 (international) and using access code 8014191. Please dial in 15 minutes before the conference call begins. The conference call will also be accessible as a listen-only audio webcast through the Investor Relations section of the Moelis & Company website at www.moelis.com.

For those unable to listen to the live broadcast, a replay of the call will be available for one month via telephone starting approximately one hour after the live call ends. The replay can be accessed at 1-800-770-2030 (domestic) or 1-647-362-9199 (international); the conference number is 8014191.

About Moelis & Company

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. The Firm assists its clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors. Moelis & Company’s experienced professionals advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fund raisings and secondary transactions and other corporate finance matters. The Firm serves its clients from 23 locations in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com.

Forward-Looking Statements

This press release contains forward-looking statements, which reflect the Firm’s current views with respect to, among other things, its operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “target,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are based on certain assumptions and estimates and subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under "Risk Factors" discussed in our Annual Report on Form 10-K for the year ended December 31, 2022, subsequent reports filed on Form 10-Q and our other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results. The Firm undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

The Company prepares its consolidated financial statements using accounting principles generally accepted in the United States (GAAP). From time to time, the Company may disclose certain “non-GAAP financial measures” in the course of its earnings releases, earnings conference calls, financial presentations and otherwise. The Securities and Exchange Commission defines a “non-GAAP financial measure” as a numerical measure of historical or future

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financial performance, financial position, or cash flows that is subject to adjustments that effectively exclude, or include amounts from the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures disclosed by the Company are provided as additional information to analysts, investors and other stakeholders in order to provide them with greater transparency about, or an alternative method for assessing our financial condition, operating results, or capital adequacy. Adjusted results are a non-GAAP financial measure which provide additional information on management’s view of operating results. These measures are not in accordance with, or a substitute for GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. Whenever we refer to a non-GAAP financial measure, we will also generally define it or present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.

The Company’s Adjusted revenues includes amounts reflected within other income (expenses) which are considered the equivalent of revenues for compensation. Such adjustments may include gains on founder investments where our employees and the Moelis advisory platform contributed meaningfully to the value creation; or the mark-to-market impact of equity instruments held by the Company that were originally received as payment for our banking services and included in revenues. We believe these adjustments are useful to allow comparability of period-to-period operating performance and compensation levels.

The Company’s Adjusted compensation and benefits expenses may include adjustments reflected within other income (expenses) associated with compensation awards forfeited due to the enforcement of non-compete provisions. Management views the credits associated with such forfeitures as an offset to compensation and benefits expenses since the Firm will utilize the forfeited economics to recruit and or retain talent. We believe the netted presentation of forfeiture credits and compensation expenses is useful to allow comparability of period-to-period operating performance.

The Company’s Adjusted non-compensation expenses and other income (expenses) may exclude certain one-time items that reduce the comparability of our operating performance as well as the amounts related to revenues and compensation and benefits expenses discussed above and adjustments to our provision for income taxes discussed below. Such adjustments increase the comparability of our financial performance across reporting periods and versus our peers.

The Company’s Adjusted provision (benefit) for income taxes is adjusted to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rates for the periods presented. Adjusted provision (benefit) for income taxes periodically includes the tax impact related to the settlement of share-based awards, the reclassification of TRA liability adjustments, or adjustments to our deferred tax assets and liabilities that occur in connection with new tax legislation. Such adjustments increase the comparability of our financial performance across reporting periods and versus our peers.

The Company’s Adjusted basic and diluted shares of Class A common stock outstanding is presented for each period as if all outstanding Class A partnership units have been exchanged into Class A common stock. The Adjusted presentation helps analysts, investors, and other stakeholders understand the effect of the Firm’s ownership structure on its results, including the impact of all the Firm’s income becoming subject to corporate-level tax.

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Contacts

Investor Contact:	Media Contact:
Matt Tsukroff	Alyssa Castelli
Moelis & Company	Moelis & Company
t: + 1 212 883 3800	t: + 1 212 883 3802
m: +1 917 526 2340	m: +1 929 969 2918
matthew.tsukroff@moelis.com	alyssa.castelli@moelis.com

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Appendix

GAAP Consolidated Statement of Operations (Unaudited)

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information (Unaudited)

Moelis & Company

GAAP Consolidated Statement of Operations

Unaudited

(dollars in thousands, except for share and per share data)

	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022
Revenues	$	214,878	$	207,183	$	854,748	$	985,297
Expenses
Compensation and benefits		178,485		141,029		714,749		618,195
Occupancy		8,721		6,144		28,608		24,243
Professional fees		7,418		5,038		32,796		20,971
Communication, technology and information services		12,220		10,452		45,978		39,310
Travel and related expenses		8,430		8,018		37,005		32,416
Depreciation and amortization		2,294		2,177		8,317		7,975
Other expenses		6,659		4,900		27,647		26,087
Total Expenses		224,227		177,758		895,100		769,197
Operating income (loss)		(9,349)		29,425		(40,352)		216,100
Other income (expenses)		5,145		2,876		11,205		220
Income (loss) before income taxes		(4,204)		32,301		(29,147)		216,320
Provision (benefit) for income taxes		2,260		9,629		(1,631)		47,638
Net income (loss)		(6,464)		22,672		(27,516)		168,682
Net income (loss) attributable to noncontrolling interests		(804)		2,617		(2,816)		18,337
Net income (loss) attributable to Moelis & Company	$	(5,660)	$	20,055	$	(24,700)	$	150,345
Weighted-average shares of Class A common stock outstanding
Basic		68,880,740		65,874,665		68,501,018		65,766,439
Diluted		68,880,740		70,414,247		68,501,018		70,320,182
Net income (loss) attributable to holders of shares of Class A common stock per share
Basic	$	(0.08)	$	0.30	$	(0.36)	$	2.29
Diluted	$	(0.08)	$	0.28	$	(0.36)	$	2.14

A-1

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

		Three Months Ended December 31, 2023
Adjusted items		GAAP		Adjustments			Adjusted (non-GAAP)
Revenues		$	214,878	$	—		$	214,878
Compensation and benefits			178,485		(2,849)	(a)		175,636
Non-compensation expenses			45,742		(1,149)	(b)		44,593
Other income (expenses)			5,145		(3,009)	(a)(b)(c)		2,136
Income (loss) before income taxes			(4,204)		989			(3,215)
Provision (benefit) for income taxes			2,260		(652)	(c)(d)		1,608
Net income (loss)			(6,464)		1,641			(4,823)
Net income (loss) attributable to noncontrolling interests			(804)		804	(e)		—
Net income (loss) attributable to Moelis & Company		$	(5,660)	$	837		$	(4,823)
Weighted-average shares of Class A common stock outstanding
Basic			68,880,740		6,286,001	(e)		75,166,741
Diluted			68,880,740		6,286,001	(e)		75,166,741
Net income (loss) attributable to holders of shares of Class A common stock per share
Basic		$	(0.08)				$	(0.06)
Diluted		$	(0.08)				$	(0.06)
(a)	Reflects a reclassification of $2.8 million of other income to compensation and benefits expense associated with the enforcement of non-compete provisions.
(b)	Reflects adjustments of $1.7 million related to asset impairments associated with the Company's exit from a duplicate U.S. office location.
(c)	Tax Receivable Agreement liability related adjustments are made to other income (expenses) for GAAP purposes. The adjustment of $0.7 million is reclassified to the provision for income taxes line.
(d)	An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with past partnership unit exchanges; such adjustment for this period was a net expense of $0.1 million, which is not included in the corporate tax provision for the period presented.
(e)	Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

A-2

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

		Three Months Ended December 31, 2022
Adjusted items		GAAP		Adjustments			Adjusted (non-GAAP)
Revenues		$	207,183	$	(5,047)	(a)	$	202,136
Compensation and benefits			141,029		(6,032)	(b)		134,997
Other income (expenses)			2,876		879	(a)(b)(c)(d)		3,755
Income (loss) before income taxes			32,301		1,864			34,165
Provision (benefit) for income taxes			9,629		(711)	(c)(e)		8,918
Net income (loss)			22,672		2,575			25,247
Net income (loss) attributable to noncontrolling interests			2,617		(2,617)	(f)		—
Net income (loss) attributable to Moelis & Company		$	20,055	$	5,192		$	25,247
Weighted-average shares of Class A common stock outstanding
Basic			65,874,665		5,888,027	(f)		71,762,692
Diluted			70,414,247		5,888,027	(f)		76,302,274
Net income (loss) attributable to holders of shares of Class A common stock per share
Basic		$	0.30				$	0.35
Diluted		$	0.28				$	0.33
(a)	Reflects a reclassification of $5.0 million of other income to revenues related to unrealized losses from the mark-to-market impact on shares received as partial payment for advisory services provided on certain transactions.
(b)	Reflects a reclassification of $6.0 million of other income to compensation and benefits expense associated with the enforcement of non-compete provisions.
(c)	Adjustments to TRA liability and associated costs are made to other income (expenses) for GAAP purposes. Such amounts are reclassified to the provision for income taxes line.
(d)	Reflects an adjustment of $1.0 million in realized losses related to the wind-up of certain Atlas Crest Entities.
(e)	An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated. Our Adjusted effective tax rate for the period presented is 26.1%. Our adjusted tax provision includes an expense related to the adjustment to the tax benefit on the settlement of share-based awards of $0.5 million; excluding such discrete adjustment, our effective tax rate for the period presented would have been 24.5%. In addition, our Adjusted tax provision excludes any benefits or costs relating to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with past partnership unit exchanges and offerings; such adjustment for this period was a net expense of $2.4 million, which is not included in the adjusted corporate effective tax rate for the period presented.
(f)	Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

A-3

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

		Year Ended December 31, 2023
Adjusted items		GAAP		Adjustments			Adjusted (non-GAAP)
Revenues		$	854,748	$	5,337	(a)	$	860,085
Compensation and benefits			714,749		(3,591)	(b)		711,158
Non-compensation expenses			180,351		(1,569)	(c)(d)		178,782
Other income (expenses)			11,205		1,417	(a)(b)(c)(d)(e)		12,622
Income (loss) before income taxes			(29,147)		11,914			(17,233)
Provision (benefit) for income taxes			(1,631)		(651)	(e)(f)		(2,282)
Net income (loss)			(27,516)		12,565			(14,951)
Net income (loss) attributable to noncontrolling interests			(2,816)		2,816	(g)		—
Net income (loss) attributable to Moelis & Company		$	(24,700)	$	9,749		$	(14,951)
Weighted-average shares of Class A common stock outstanding
Basic			68,501,018		6,238,470	(g)		74,739,488
Diluted			68,501,018		6,238,470	(g)		74,739,488
Net income (loss) attributable to holders of shares of Class A common stock per share
Basic		$	(0.36)				$	(0.20)
Diluted		$	(0.36)				$	(0.20)
(a)	Reflects a reclassification of $5.3 million of other income to revenues related to shares sold that were received as partial payment for advisory services provided on certain transactions.
(b)	Reflects a reclassification of $3.6 million of other income to compensation and benefits expense associated with the enforcement of non-compete provisions.
(c)	Reflects adjustments of $10.4 million for expenses resulting from a regulatory settlement with the SEC relating to recordkeeping of business communications on messaging applications.
(d)	Reflects adjustments of $1.7 million related to asset impairments associated with the Company's exit from a duplicate U.S. office location.
(e)	Tax Receivable Agreement liability related adjustments are made to other income (expenses) for GAAP purposes. The adjustment of $0.2 million is reclassified to the provision for income taxes line.
(f)	An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated, together with the tax benefit related to the settlement of share-based awards of $3.9 million, we have a net tax benefit of $2.3 million. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with the past partnership unit exchanges; such adjustment for this period was a net expense of $0.6 million, which is not included in the corporate tax provision for the period presented.
(g)	Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

A-4

Moelis & Company

Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information

Unaudited

(dollars in thousands, except share and per share data)

		Year Ended December 31, 2022
Adjusted items		GAAP		Adjustments			Adjusted (non-GAAP)
Revenues		$	985,297	$	(15,102)	(a)	$	970,195
Compensation and benefits			618,195		(6,976)	(b)		611,219
Other income (expenses)			220		9,990	(a)(b)(c)(d)		10,210
Income (loss) before income taxes			216,320		1,864			218,184
Provision (benefit) for income taxes			47,638		1,138	(c)(e)		48,776
Net income (loss)			168,682		726			169,408
Net income (loss) attributable to noncontrolling interests			18,337		(18,337)	(f)		—
Net income (loss) attributable to Moelis & Company		$	150,345	$	19,063		$	169,408
Weighted-average shares of Class A common stock outstanding
Basic			65,766,439		6,041,284	(f)		71,807,723
Diluted			70,320,182		6,041,284	(f)		76,361,466
Net income (loss) attributable to holders of shares of Class A common stock per share
Basic		$	2.29				$	2.36
Diluted		$	2.14				$	2.22
(a)	Reflects a reclassification of $15.1 million of other income to revenues related to unrealized losses from the mark-to-market impact on shares received as partial payment for advisory services provided on certain transactions.
(b)	Reflects a reclassification of $7.0 million of other income to compensation and benefits expense associated with the enforcement of non-compete provisions.
(c)	Adjustments to TRA liability and associated costs are made to other income (expenses) for GAAP purposes. Such amounts are reclassified to the provision for income taxes line.
(d)	Reflects an adjustment of $1.0 million in realized losses related to the wind-up of certain Atlas Crest Entities.
(e)	An adjustment has been made to illustrate the result as if 100% of the Firm’s income is being taxed at our corporate effective tax rate for the period stated. Our Adjusted effective tax rate for the period presented is 22.4%. Our adjusted tax provision includes a tax benefit related to the settlement of share-based awards of $9.5 million; excluding such discrete benefit, our effective tax rate for the period presented would have been 26.7%. In addition, our Adjusted tax provision excludes any benefits or costs relating to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with past partnership unit exchanges and offerings; such adjustment for this period was a net expense of $2.4 million, which is not included in the adjusted corporate effective tax rate for the period presented.
(f)	Assumes all outstanding Class A partnership units have been exchanged into Class A common stock.

A-5

XML

Document And Entity Information	Feb. 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 07, 2024
Entity Registrant Name	Moelis & Company
Entity Central Index Key	0001596967
Entity Emerging Growth Company	false
Entity File Number	001-36418
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	46-4500216
Entity Address, Address Line One	399 Park Avenue
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	883-3800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	MC
Security Exchange Name	NYSE