Moelis & Company (“we” or the “Firm”) (NYSE:MC) today reported financial
results for the year ended December 31, 2014. The Firm’s annual revenues
of $518.8 million represented an increase of 26% over the prior year,
exceeding a 12% increase in the number of global completed M&A
transactions and a 16% increase in global completed M&A volume in the
same period.1 Adjusted Pro Forma net income for the year was
$94.4 million or $1.72 per share (diluted). These results exclude $112.4
million of pre-tax one-time charges primarily associated with
accelerating the vesting of equity in connection with the Firm’s IPO
completed in April.
Fourth quarter revenues of $143.9 million represented our second highest
quarter of revenues since inception and were down 7% from the fourth
quarter of 2013, our highest quarter on record. Adjusted Pro Forma net
income was $28.4 million or $0.51 per share (diluted) for the quarter.
On a GAAP basis, the Firm reported full year net income of $32.6
million, which represented a $0.19 per share (diluted) loss for
shareholders, and fourth quarter net income of $38.3 million or $0.52
per share (diluted). The GAAP results for the full year period are
impacted by the one-time acceleration of equity vesting in connection
with our IPO and the fact that the allocation of income to shareholders
only began following our IPO closing on April 22, 2014.
“2014 was a tremendous year for Moelis & Company, from many
transformational advisory assignments for our clients, to our IPO and
continued growth, to our strong financial performance as demonstrated by
our record results and disciplined return of capital to shareholders,”
said Ken Moelis, Chairman and Chief Executive Officer.
“This year, we advised our clients on a wide range of complex strategic
decisions. Our activity was broad across sectors, geographies and
advisory services demonstrating our deep bench of talent and the power
of our holistic model. Our focus on providing global solutions and
connectivity to clients contributed to continued momentum in our U.S.
business as well as significant revenue growth internationally, with
non-U.S. revenues up 37% over 2013.”
“We remained focused on profitable growth and were very active in
building our team in 2014. We enhanced our advisory expertise in the
U.S. and Europe, launched our Private Funds Advisory business and opened
offices in Melbourne, São Paulo and Washington DC. This activity led to
the addition of eight Managing Directors on a net basis, and we ended
the year with 94 Managing Directors based in 17 offices around the
globe. We have since promoted four advisory professionals to Managing
Director consistent with our commitment to developing our talent
internally.”
“We manage our business with a long-term outlook consistent with the
strategic advice we provide to our clients and believe our performance
is best evaluated over a longer term horizon. While our fourth quarter
results were impacted by fewer transaction completions from what was a
record quarter at the end of last year, we continue to see improvement
in the M&A environment and our strategic dialogue with clients remains
robust. As the M&A market continues to rebound, we believe our unique
One Firm model and strategy for profitable expansion position us well to
benefit from what continues to be a compelling opportunity to drive
growth for our Firm and our shareholders.”
The Firm’s revenues and net income can fluctuate materially depending
on the number, size and timing of completed transactions on which it
advised 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.
Moelis & Company completed its IPO on April 22, 2014 and introduced a
new corporate structure. Currently 36% of the operating
partnership (Moelis & Company Group LP) is owned by the corporation
(Moelis & Company) and is taxed as a corporation. The
Adjusted Pro Forma results included herein remove the impact of charges
related to the Firm’s IPO and assume all outstanding Class A partnership
units of Moelis & Company Group LP have been exchanged into Class A
common stock of Moelis & Company such that 100% of the Firm’s income is
taxed as a corporation from January 1, 2014. We believe the
Adjusted Pro Forma 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 of our GAAP results to our Adjusted Pro Forma results is
presented in the Appendix to this press release.
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GAAP and Adjusted Pro Forma Selected
Financial Data (Unaudited)
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Twelve Months Ended December 31,
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2014
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2014
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2013
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2014 vs. 2013 Variance
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($ in thousands except per share data)
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GAAP
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Adjusted Pro Forma *
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GAAP
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GAAP vs. GAAP
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Adjusted Pro Forma vs. GAAP
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Revenues
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$518,750
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$518,750
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$411,386
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26%
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26%
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Expenses:
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Compensation and benefits
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377,219
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270,979
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264,944
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42%
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2%
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Non-compensation expenses
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93,787
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90,089
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76,333
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23%
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18%
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Total operating expenses
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471,006
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361,068
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341,277
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38%
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6%
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Operating income (loss)
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47,744
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157,682
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70,109
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-32%
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125%
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Other income and expenses
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736
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736
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(771)
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N/M
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N/M
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Income (loss) from equity method investment
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(2,185)
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273
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3,681
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N/M
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-93%
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Income (loss) before income taxes
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46,295
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158,691
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73,019
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-37%
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117%
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Provision for income taxes
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13,740
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64,270
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2,794
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392%
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N/M
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Net income (loss)
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32,555
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94,421
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$70,225
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-54%
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34%
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Net income (loss) attributable to noncontrolling interests
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35,567
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-
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Net income (loss) attributable to Moelis & Company
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$(3,012)
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$94,421
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Diluted earnings per share
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$(0.19)
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$1.72
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N/M = not meaningful
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* See Appendix for a reconciliation of GAAP to Adjusted Pro Forma
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Three Months Ended December 31,
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2014
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2014
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2013
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2014 vs. 2013 Variance
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($ in thousands except per share data)
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GAAP
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Adjusted Pro Forma *
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GAAP
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GAAP vs. GAAP
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Adjusted Pro Forma vs. GAAP
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Revenues
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$143,895
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$143,895
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$154,295
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-7%
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-7%
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Expenses:
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Compensation and benefits
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76,426
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74,959
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97,992
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-22%
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-24%
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Non-compensation expenses
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22,126
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22,126
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22,653
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-2%
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-2%
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Total operating expenses
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98,552
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97,085
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120,645
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-18%
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-20%
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Operating income (loss)
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45,343
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46,810
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33,650
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35%
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39%
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Other income and expenses
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114
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114
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197
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N/M
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N/M
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Income (loss) from equity method investment
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781
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781
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1,093
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-29%
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-29%
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Income (loss) before income taxes
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46,238
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47,705
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34,940
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32%
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37%
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Provision for income taxes
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7,950
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19,320
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1,012
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686%
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N/M
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Net income (loss)
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38,288
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28,385
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$33,928
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13%
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-16%
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Net income (loss) attributable to noncontrolling interests
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28,790
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-
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Net income (loss) attributable to Moelis & Company
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$9,498
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$28,385
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Diluted earnings per share
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$0.52
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$0.51
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N/M = not meaningful
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* See Appendix for a reconciliation of GAAP to Adjusted Pro Forma
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Revenues
For the year ended December 31, 2014, revenues were $518.8 million, as
compared with $411.4 million in 2013, representing an increase of 26%.
This compares favorably with a 12% increase in the number of global
completed M&A transactions and a 16% increase in global completed M&A
volume in the same period and demonstrates our continued advisory market
share gains.1
Our record annual revenues were driven by increased transaction
completions as the M&A environment continued to improve and clients
evaluated and executed a wide range of strategic alternatives. The
increase in transaction completions is demonstrated by the growth in the
number of clients who paid fees equal to or greater than $1 million,
which increased to 130 clients in 2014 from 109 clients in the prior
year.
Revenues of $143.9 million in the fourth quarter of 2014 represented our
second highest quarter of revenues since inception, down 7% from $154.3
million earned in the fourth quarter of 2013, our highest quarter of
revenues on record. The decrease in quarterly revenues was the result of
fewer transaction closings, primarily due to a softer restructuring
environment.
In early 2015, we increased the number of our Managing Directors with
the promotion of four advisory professionals: Carlos Jimenez (US/Media),
Alexander Hageman (EMEA/Equity Capital Markets Advisory), Tarik Rguem
(US/Mergers & Acquisitions) and Rami Touma (EMEA/Middle East coverage).
Our hiring pipeline remains robust.
Expenses
The following tables set forth information relating to the Firm’s
operating expenses, which are reported net of client expense
reimbursements.
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Twelve Months Ended December 31,
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|
2014
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|
|
2014
|
|
|
2013
|
|
|
2014 vs. 2013 Variance
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($ in thousands)
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|
|
|
GAAP
|
|
|
Adjusted Pro Forma *
|
|
|
GAAP
|
|
|
GAAP vs. GAAP
|
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Adjusted Pro Forma vs. GAAP
|
|
|
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|
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|
|
Expenses:
|
|
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|
|
|
|
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|
|
|
|
|
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|
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Compensation and benefits
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$377,219
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$270,979
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$264,944
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42%
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2%
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% of revenues
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73%
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52%
|
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64%
|
|
|
|
|
|
Non-compensation expenses
|
|
|
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$93,787
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|
|
$90,089
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$76,333
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23%
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18%
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% of revenues
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18%
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17%
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19%
|
|
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Total operating expenses
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$471,006
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|
$361,068
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$341,277
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38%
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6%
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% of revenues
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|
91%
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|
|
70%
|
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|
83%
|
|
|
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|
Income (loss) before income taxes
|
|
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|
$46,295
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|
|
$158,691
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|
$73,019
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-37%
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|
117%
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% of revenues
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9%
|
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|
31%
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18%
|
|
|
|
|
|
* See Appendix for a reconciliation of GAAP to Adjusted Pro Forma
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|
|
|
|
|
Three Months Ended December 31,
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|
|
|
|
|
|
2014
|
|
|
2014
|
|
|
2013
|
|
|
2014 vs. 2013 Variance
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($ in thousands)
|
|
|
|
GAAP
|
|
|
Adjusted Pro Forma *
|
|
|
GAAP
|
|
|
GAAP vs. GAAP
|
|
Adjusted Pro Forma vs. GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
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|
|
|
$76,426
|
|
|
$74,959
|
|
|
$97,992
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|
|
-22%
|
|
-24%
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% of revenues
|
|
|
|
53%
|
|
|
52%
|
|
|
64%
|
|
|
|
|
|
Non-compensation expenses
|
|
|
|
$22,126
|
|
|
$22,126
|
|
|
$22,653
|
|
|
-2%
|
|
-2%
|
% of revenues
|
|
|
|
15%
|
|
|
15%
|
|
|
15%
|
|
|
|
|
|
Total operating expenses
|
|
|
|
$98,552
|
|
|
$97,085
|
|
|
$120,645
|
|
|
-18%
|
|
-20%
|
% of revenues
|
|
|
|
68%
|
|
|
67%
|
|
|
78%
|
|
|
|
|
|
Income (loss) before income taxes
|
|
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|
$46,238
|
|
|
$47,705
|
|
|
$34,940
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|
32%
|
|
37%
|
% of revenues
|
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|
|
32%
|
|
|
33%
|
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|
23%
|
|
|
|
|
|
* See Appendix for a reconciliation of GAAP to Adjusted Pro Forma
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Total operating expenses on an Adjusted Pro Forma basis were $361.1
million in 2014 as compared with GAAP operating expenses of $341.3
million in 2013. The increase in operating expenses in 2014 primarily
resulted from increased compensation and benefits expenses consistent
with increased revenues as well as increased non-compensation expenses
reflecting a more active business and recruiting environment and
expenses incurred in connection with operating as a public company.
For the fourth quarter of 2014, Adjusted Pro Forma operating expenses
were $97.1 million as compared with GAAP operating expenses of $120.6
million for the same period of 2013. The decrease in Adjusted Pro Forma
operating expenses during the fourth quarter of 2014 as compared with
the prior year resulted from reduced compensation and benefits expenses
due to lower revenues earned during the period. The pre-tax income
margin improved from 18% on a GAAP basis in 2013 to 31% on an Adjusted
Pro Forma basis in 2014 and from 23% on a GAAP basis in the fourth
quarter of 2013 to 33% on an Adjusted Pro Forma basis in the same period
of 2014.
In 2014, compensation and benefits expenses on an Adjusted Pro Forma
basis were $271.0 million, or 52% of revenues, which compares with GAAP
compensation and benefits expenses of $264.9 million, or 64% of
revenues, in 2013. In the fourth quarter of 2014, compensation and
benefits expenses on an Adjusted Pro Forma basis were $75.0 million, or
52% of revenues, which compares with GAAP compensation and benefits
expenses of $98.0 million, or 64% of revenues, for the fourth quarter of
2013. Adjusted Pro Forma compensation and benefits expenses for the year
exclude $106.2 million of compensation charges primarily driven by the
vesting acceleration of equity held by Managing Directors, which
occurred in connection with our IPO. As annual equity compensation
granted in the future accumulates and amortizes, we expect that our
compensation expense ratio will increase toward our targeted long-term
compensation ratio of approximately 57% to 58% of revenues.
Adjusted Pro Forma non-compensation expenses were $90.1 million for the
year ended December 31, 2014 and $22.1 million for the fourth quarter of
2014 and compare with GAAP non-compensation expenses of $76.3 million
for the year and $22.7 million for the fourth quarter of 2013. The full
year 2014 Adjusted Pro Forma amount excludes $3.7 million of one-time
charges primarily related to the acceleration of vesting of equity held
by non-employees of the Firm, including employees of our joint venture
in Australia and members of our former Global Advisory Board. Our
Adjusted Pro Forma non-compensation expense ratio was 17% for the year
and 15% in the fourth quarter of 2014, in-line with our long-term target
of approximately 15% to 18% of revenues. This compares with a GAAP
non-compensation expense ratio of 19% for the year and 15% in the fourth
quarter of 2013.
Provision for Income Taxes
Prior to our IPO, the Firm was not subject to federal income taxes, but
was primarily subject to New York City unincorporated business tax. As a
result of completing our IPO in April, we have a new corporate structure
and currently 36% of the operating partnership (Moelis & Company Group
LP) is owned by the corporation (Moelis & Company) and is subject to
U.S. federal income tax as a corporation. For Adjusted Pro Forma
purposes, we have assumed all outstanding Class A partnership units of
Moelis & Company Group LP have been exchanged into Class A common stock
of Moelis & Company such that 100% of the Firm’s income is taxed at our
current corporate effective tax rate of 40.5% from January 1, 2014. On a
GAAP and Adjusted Pro Forma basis, our provision for income taxes was
$13.7 million and $64.3 million for the year ended December 31, 2014,
respectively, and $8.0 million and $19.3 million, respectively, for the
fourth quarter of 2014.
Capital Management and Balance Sheet
Moelis & Company continues to maintain a strong financial position and
as of December 31, 2014, we held cash and short term investments of
$237.9 million and had no debt on our balance sheet.
We returned $76.2 million of capital to shareholders since our IPO
through regular and special dividends aggregating to $1.40 per share.
On February 3, 2015, the Board of Directors of Moelis & Company declared
a quarterly dividend of $0.20 per share. The dividend will be paid on
March 6, 2015 to common stockholders of record on February 20, 2015.
The Board of Directors has also authorized the repurchase of up to $25
million of shares of Class A common stock of Moelis & Company and/or
Class A partnership units of Moelis & Company 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.
Earnings Call
We will host a conference call beginning at 4:30pm ET on Thursday,
February 5, 2015, accessible via telephone and the internet. Ken Moelis,
Chairman and Chief Executive Officer, and Joe Simon, Chief Financial
Officer, will review our full year and fourth quarter 2014 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 1-877-510-3938 (domestic) or 1-412-902-4137 (international) and
referencing the Moelis & Company Fourth Quarter 2014 Earnings Call.
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
1-877-344-7529 (domestic) or 1-412-317-0088 (international); the
conference number is 10058931.
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 and other corporate
finance matters. The Firm serves its clients with over 550 employees
based in 17 offices in North and South America, Europe, the Middle East,
Asia and Australia. For further information about Moelis & Company,
please visit www.moelis.com.
Forward-Looking Statements
This presentation 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 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. For a further discussion of such factors,
you should read the Firm’s filings with the Securities and Exchange
Commission. 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
Adjusted Pro Forma results are a non-GAAP measure which better reflect
management’s view of operating results. We believe that the disclosed
Adjusted Pro Forma measures and any adjustments thereto, when presented
in conjunction with comparable GAAP measures, are useful to investors to
understand the Firm’s operating results by removing the significant
accounting impact of one-time charges associated with the Firm’s IPO and
assuming all Class A partnership units have been exchanged into Class A
common stock. These measures should not be considered a substitute for,
or superior to, measures of financial performance prepared in accordance
with GAAP. A reconciliation of GAAP results to Adjusted Pro Forma
results is presented in the Appendix.
1 Source: Thomson Financial as of January 5, 2015; includes
all transactions greater than $100 million in value
Appendix
GAAP Condensed Consolidated and Combined Statement of Operations
Unaudited
GAAP Reconciliation to Adjusted Pro Forma Financial Information Unaudited
|
Moelis & Company GAAP Condensed Consolidated
and Combined Statement of Operations Unaudited (dollars
in thousands, except for share and per share data)
|
|
|
|
|
|
Twelve Months Ended December 31,
|
|
|
Three Months Ended December 31,
|
|
|
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
$518,750
|
|
|
$411,386
|
|
|
$143,895
|
|
|
$154,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
|
377,219
|
|
|
264,944
|
|
|
76,426
|
|
|
97,992
|
Occupancy
|
|
|
|
13,638
|
|
|
13,902
|
|
|
3,443
|
|
|
3,360
|
Professional fees
|
|
|
|
19,177
|
|
|
13,281
|
|
|
4,589
|
|
|
4,394
|
Communication, technology and information services
|
|
|
|
15,841
|
|
|
13,819
|
|
|
4,252
|
|
|
3,934
|
Travel and related expenses
|
|
|
|
25,338
|
|
|
18,153
|
|
|
5,905
|
|
|
6,043
|
Depreciation and amortization
|
|
|
|
2,268
|
|
|
2,296
|
|
|
632
|
|
|
553
|
Other expenses
|
|
|
|
17,525
|
|
|
14,882
|
|
|
3,305
|
|
|
4,369
|
Total expenses
|
|
|
|
471,006
|
|
|
341,277
|
|
|
98,552
|
|
|
120,645
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
|
47,744
|
|
|
70,109
|
|
|
45,343
|
|
|
33,650
|
Other income and expenses
|
|
|
|
736
|
|
|
(771)
|
|
|
114
|
|
|
197
|
Income (loss) from equity method investment
|
|
|
|
(2,185)
|
|
|
3,681
|
|
|
781
|
|
|
1,093
|
Income (loss) before income taxes
|
|
|
|
46,295
|
|
|
73,019
|
|
|
46,238
|
|
|
34,940
|
Provision for income taxes
|
|
|
|
13,740
|
|
|
2,794
|
|
|
7,950
|
|
|
1,012
|
Net income (loss)
|
|
|
|
32,555
|
|
|
$70,225
|
|
|
38,288
|
|
|
$33,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to noncontrolling interests
|
|
|
|
35,567
|
|
|
|
|
|
28,790
|
|
|
|
Net income (loss) attributable to Moelis & Company
|
|
|
|
$(3,012)
|
|
|
|
|
|
$9,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of Class A common stock outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
15,911,819
|
|
|
|
|
|
17,054,739
|
|
|
|
Diluted
|
|
|
|
15,911,819
|
|
|
|
|
|
18,155,870
|
|
|
|
Net income (loss) attributable to holders of shares of Class
A common stock per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
$(0.19)
|
|
|
|
|
|
$0.56
|
|
|
|
Diluted
|
|
|
|
$(0.19)
|
|
|
|
|
|
$0.52
|
|
|
|
|
|
Moelis & Company Reconciliation of GAAP to
Adjusted Pro Forma Financial Information Unaudited (dollars
in thousands, except share and per share data)
|
|
|
|
|
|
Twelve Months Ended December 31, 2014
|
|
|
|
|
GAAP
|
|
|
IPO-Related Expense Adjustments
|
|
|
|
IPO-Related Timing Adjustments
|
|
|
|
Adjusted
|
|
|
As if Partnership Units Converted
to Class A (f)
|
|
|
Adjusted Pro Forma
|
Revenues
|
|
|
|
$ 518,750
|
|
|
$ -
|
|
|
|
$ -
|
|
|
|
$ 518,750
|
|
|
$ -
|
|
|
$ 518,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
|
377,219
|
|
|
(106,240)
|
|
(a)
|
|
-
|
|
|
|
270,979
|
|
|
-
|
|
|
270,979
|
Non-compensation expenses
|
|
|
|
93,787
|
|
|
(3,698)
|
|
(b)
|
|
-
|
|
|
|
90,089
|
|
|
-
|
|
|
90,089
|
Total operating expenses
|
|
|
|
471,006
|
|
|
(109,938)
|
|
|
|
-
|
|
|
|
361,068
|
|
|
-
|
|
|
361,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
|
47,744
|
|
|
109,938
|
|
|
|
-
|
|
|
|
157,682
|
|
|
-
|
|
|
157,682
|
Other income and expenses
|
|
|
|
736
|
|
|
-
|
|
|
|
-
|
|
|
|
736
|
|
|
-
|
|
|
736
|
Income (loss) from equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
method investment
|
|
|
|
(2,185)
|
|
|
2,458
|
|
(c)
|
|
-
|
|
|
|
273
|
|
|
-
|
|
|
273
|
Income (loss) before income taxes
|
|
|
|
46,295
|
|
|
112,396
|
|
|
|
-
|
|
|
|
158,691
|
|
|
-
|
|
|
158,691
|
Provision for income taxes
|
|
|
|
13,740
|
|
|
4,378
|
|
|
|
4,737
|
|
(d)
|
|
22,855
|
|
|
41,415
|
|
|
64,270
|
Net income (loss)
|
|
|
|
32,555
|
|
|
108,018
|
|
|
|
(4,737)
|
|
|
|
135,836
|
|
|
(41,415)
|
|
|
94,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests
|
|
|
|
35,567
|
|
|
83,984
|
|
|
|
(12,189)
|
|
(e)
|
|
107,362
|
|
|
(107,362)
|
|
|
-
|
Net income (loss) attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Moelis & Company
|
|
|
|
$(3,012)
|
|
|
$24,034
|
|
|
|
$7,452
|
|
(e)
|
|
$28,474
|
|
|
$65,947
|
|
|
$94,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of Class A common stock outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
15,911,819
|
|
|
|
|
|
|
|
|
|
|
15,911,819
|
|
|
38,339,035
|
|
|
54,250,854
|
Diluted
|
|
|
|
15,911,819
|
|
|
|
|
|
|
|
|
|
|
16,692,880
|
|
|
38,339,035
|
|
|
55,031,915
|
Net income (loss) attributable to holders of shares of Class A common
stock per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
$(0.19)
|
|
|
|
|
|
|
|
|
|
|
$1.79
|
|
|
|
|
|
$1.74
|
Diluted
|
|
|
|
$(0.19)
|
|
|
|
|
|
|
|
|
|
|
$1.71
|
|
|
|
|
|
$1.72
|
|
|
|
|
|
|
|
|
|
(a) IPO-related compensation expenses:
|
|
|
|
|
|
|
|
Acceleration of Managing Director unvested equity
|
|
|
|
$87,601
|
|
|
(1)
|
Awards granted in connection with the IPO:
|
|
|
|
|
|
|
|
Amortization of restricted stock units
|
|
|
|
1,167
|
|
|
(2)
|
Amortization of stock options
|
|
|
|
3,109
|
|
|
(3)
|
Settlement of appreciation rights
|
|
|
|
4,014
|
|
|
(4)
|
Amortization of equity awards for the three months ended
|
|
|
|
|
|
|
|
March 31, 2014 related to Managing Director equity awards
|
|
|
|
|
|
|
|
accelerated upon IPO
|
|
|
|
10,349
|
|
|
(5)
|
Total IPO-related compensation expenses for the twelve months
|
|
|
|
|
|
|
|
ended December 31, 2014
|
|
|
|
$106,240
|
|
|
|
|
|
|
|
(1)
|
|
Expense associated with the one-time non-cash acceleration of
unvested equity held by Managing Directors. Managing Directors are
subject to a minimum four to six year lock-up on their equity vested
in connection with the IPO.
|
(2)
|
|
Expense associated with the amortization of RSUs granted in
connection with the IPO; excludes RSUs granted at the time of the
IPO in connection with 2013 incentive compensation. In accordance
with GAAP, amortization expense of RSUs granted in connection with
the IPO will be recognized over the five year vesting period; we
will continue to adjust for this expense due to the one-time nature
of the grant.
|
(3)
|
|
Expense associated with the amortization of stock options granted in
connection with the IPO. In accordance with GAAP, amortization
expense of stock options granted in connection with the IPO will be
recognized over the five year vesting period; we will continue to
adjust for this expense due to the one-time nature of the grant.
|
(4)
|
|
Expense associated with the one-time compensation expense associated
with the issuance of cash and fully vested shares of Class A common
stock in settlement of appreciation rights issued in prior years.
|
(5)
|
|
Expense associated with the amortization of Managing Director equity
awards during the three months ended March 31, 2014 which were
subsequently accelerated upon completion of the IPO.
|
|
|
|
(b)
|
|
Expense associated with the one-time non-cash acceleration of
unvested equity held by non-employees of Moelis & Company, including
members of Moelis & Company’s former Global Advisory Board and
employees of the Firm’s joint venture in Australia (the “Australian
JV”). In accordance with GAAP, half of the expenses associated with
employees of the Australian JV is included in non-compensation
expenses and the other half is included in income (loss) from equity
method investment.
|
(c)
|
|
Expense associated with the one-time non-cash acceleration of
unvested equity held by employees of the Australian JV. Australian
JV employees are subject to the Managing Director forfeiture and
minimum four to six year lock-up terms.
|
(d)
|
|
Adjustment to tax provision as if the Firm had been operating in its
new corporate structure since January 1, 2014.
|
(e)
|
|
Reflects an adjustment to record the allocation of earnings, net of
tax, to noncontrolling interests (72%) and to Moelis & Company (28%)
as if the Firm had been operating in its new corporate structure
since January 1, 2014.
|
(f)
|
|
Assumes all outstanding Class A partnership units have been
exchanged into Class A common stock. Accordingly, an adjustment has
been made such that 100% of the Firm’s income is taxed at our
current corporate effective tax rate of 40.5% from January 1, 2014.
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2014
|
|
|
|
|
GAAP
|
|
|
IPO-Related Expense Adjustments
|
|
|
|
Adjusted
|
|
|
As if Partnership Units Converted
to Class A (c)
|
|
|
Adjusted Pro Forma
|
Revenues
|
|
|
|
$143,895
|
|
|
$ -
|
|
|
|
$143,895
|
|
|
$ -
|
|
|
$143,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
|
76,426
|
|
|
(1,467)
|
|
(a)
|
|
74,959
|
|
|
-
|
|
|
74,959
|
Non-compensation expenses
|
|
|
|
22,126
|
|
|
-
|
|
|
|
22,126
|
|
|
-
|
|
|
22,126
|
Total operating expenses
|
|
|
|
98,552
|
|
|
(1,467)
|
|
|
|
97,085
|
|
|
-
|
|
|
97,085
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
|
|
45,343
|
|
|
1,467
|
|
|
|
46,810
|
|
|
-
|
|
|
46,810
|
Other income and expenses
|
|
|
|
114
|
|
|
-
|
|
|
|
114
|
|
|
-
|
|
|
114
|
Income (loss) from equity method investment
|
|
|
|
781
|
|
|
-
|
|
|
|
781
|
|
|
-
|
|
|
781
|
Income (loss) before income taxes
|
|
|
|
46,238
|
|
|
1,467
|
|
|
|
47,705
|
|
|
-
|
|
|
47,705
|
Provision for income taxes
|
|
|
|
7,950
|
|
|
821
|
|
(b)
|
|
8,771
|
|
|
10,549
|
|
|
19,320
|
Net income (loss)
|
|
|
|
38,288
|
|
|
646
|
|
|
|
38,934
|
|
|
(10,549)
|
|
|
28,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests
|
|
|
|
28,790
|
|
|
568
|
|
|
|
29,358
|
|
|
(29,358)
|
|
|
-
|
Net income (loss) attributable to Moelis &
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
$9,498
|
|
|
$78
|
|
|
|
$9,576
|
|
|
$18,809
|
|
|
$28,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares of Class A common stock outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
17,054,739
|
|
|
|
|
|
|
17,054,739
|
|
|
37,196,115
|
|
|
54,250,854
|
Diluted
|
|
|
|
18,155,870
|
|
|
|
|
|
|
18,155,870
|
|
|
37,196,115
|
|
|
55,351,985
|
Net income (loss) attributable to holders of shares of Class A
common stock per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
$0.56
|
|
|
|
|
|
|
$0.56
|
|
|
|
|
|
$0.52
|
Diluted
|
|
|
|
$0.52
|
|
|
|
|
|
|
$0.53
|
|
|
|
|
|
$0.51
|
|
|
|
(a)
|
|
Expense associated with the amortization of restricted stock units
(“RSUs”) and stock options granted in connection with the IPO.
Excludes RSUs granted at the time of the IPO in connection with
2013 incentive compensation. In accordance with GAAP, amortization
expense of RSUs and stock options granted in connection with the
IPO will be recognized over the five year vesting period; we will
continue to adjust for this expense due to the one-time nature of
the grant.
|
(b)
|
|
Includes year-to-date IPO-related cumulative tax adjustments.
|
(c)
|
|
Assumes all outstanding Class A partnership units have been
exchanged into Class A common stock. Accordingly, an adjustment
has been made such that 100% of the Firm’s income is taxed at our
current corporate effective tax rate of 40.5% from January 1, 2014.
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