8-K
Moelis & Co (MC)
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): April 28, 2021
MOELIS & COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-36418 | 46-4500216 |
|---|---|---|
| (State or other jurisdiction of | (Commission | (IRS Employer |
| incorporation) | File Number) | Identification No.) |
| 399 Park Avenue, 5^th^ 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 (see General Instruction A.2. below):
| ☐ | 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 | Trading Symbol | Name of Exchange on which registered |
|---|---|---|
| Class A Common Stock | MC | New York Stock Exchange (NYSE) |
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 April 28, 2021, Moelis & Company issued a press release announcing financial results for the first quarter ended March 31, 2021.
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 April 28, 2021, 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 April 28, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 | |||
|---|---|---|---|
| By: | /s/ Joseph Simon | ||
| Name: | Joseph Simon | ||
| Title: | Chief Financial Officer | ||
| Date: April 28, 2021 |
mc-ex991_6.htm
Exhibit 99.1
Moelis & Company Reports Record First Quarter 2021 Financial Results;
Declares Special Dividend of $2.00 per share in Addition to
Regular Quarterly Dividend of $0.55 Per Share
Record First Quarter Revenues
| • | First quarter revenues of $263.9 million, up 72% from the same period of 2020 |
|---|---|
| • | GAAP net income of $1.00 per share (diluted) for the first quarter of 2021; Adjusted net income of $1.02 per share (diluted) for the first quarter of 2021, including a $0.27 per share tax benefit |
| --- | --- |
| • | First quarter 2021 adjusted pre-tax margin of 29% versus 17% in the prior year period |
| --- | --- |
| • | Continued to execute on organic growth strategy: |
| --- | --- |
| ― | Added ten Managing Directors year-to-date through internal development and key external hires; strong pipeline of 2021 Managing Director hires |
| --- | --- |
| ― | Includes one recently announced Managing Director in the US to strengthen our coverage of companies in the retail, apparel and consumer sectors |
| --- | --- |
| • | Strong balance sheet with cash and short term investments of $227.7 million and no debt or goodwill |
| --- | --- |
| ― | Declared $2.55 per share in dividends, comprised of a $2.00 per share special dividend in addition to the $0.55 per share regular quarterly dividend |
| --- | --- |
| ― | During the first quarter, we repurchased 1.4 million shares of our common stock |
| --- | --- |
| ― | Returned approximately $250 million through dividends^1^ and share repurchases so far in 2021 |
| --- | --- |
NEW YORK, April 28, 2021 – Moelis & Company (NYSE: MC) today reported financial results for the first quarter ended March 31, 2021. The Firm’s first quarter revenues of $263.9 million increased 72% over the prior year period and represented our second largest quarter of revenues ever. The Firm reported first quarter 2021 GAAP net income of $75.8 million, or $1.00 per share (diluted). On an Adjusted basis, the Firm reported net income of $76.2 million or $1.02 per share (diluted) for the first quarter of 2021, which compares with $31.3 million of net income or $0.45 per share (diluted) in the prior year period. GAAP and Adjusted net income for the first quarter of 2021 include net tax benefits of $0.26 per share and $0.27 per share, respectively, related to the settlement of share based awards.
“Our record first quarter revenues reflect growth across all of our business and regions. I believe that our franchise is stronger today than at any other point in our Firm’s history,” said Ken Moelis, Chairman and Chief Executive Officer.
“Our solid topline performance, ongoing expense discipline, and focus on profitable organic growth generates substantial shareholder returns, as evidenced by today’s announcement of a $2.00 per share special dividend in addition to our regular quarterly dividend of $0.55 per share. Including today’s announcement, we will have returned over $430 million in capital over the last two quarters through dividends and share repurchases.”
The Firm’s revenues and net income can fluctuate materially depending on the number, size and timing of completed transactions as well as other factors. Accordingly, financial results in any particular quarter may not be representative of future results over a longer period of time.
Currently 89%of the operating partnership (Moelis & Company Group LP) is owned by the corporate partner (Moelis & Company) and is subject to corporate U.S. federal and state income tax. The remaining 11% is owned by other partners of Moelis & Company Group LP and is primarily subject to U.S. federal tax at the partner level (certain state and local and foreign income taxes are incurred at the company level). The Adjusted results included herein apply certain adjustments from our GAAP results, including the assumption that 100% of the Firm’s first quarter operating result was taxed at our corporate effective tax rate. We believe the Adjusted results, when presented together with comparable GAAP results, are useful to investors to compare our performance across periods and to better understand our operating results. A reconciliation between our GAAP results and our Adjusted results is presented in the Appendix to this press release.
| ^1^ | Includes dividends declared but not yet paid |
|---|
GAAP and Adjusted (non-GAAP) Selected Financial Data (Unaudited)
| GAAP | Adjusted (non-GAAP)* | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended March 31, | ||||||||||||||||||
| ($ in thousands except per share data) | 2021 | 2020 | 2021 vs. 2020 Variance | 2021 | 2020 | 2021 vs. 2020 Variance | ||||||||||||
| Revenues | $ | 263,866 | $ | 153,706 | 72 | % | $ | 263,866 | $ | 153,706 | 72 | % | ||||||
| Income (loss) before income taxes | 75,622 | 22,782 | 232 | % | 75,622 | 25,667 | 195 | % | ||||||||||
| Provision (benefit) for income taxes | (176 | ) | (7,344 | ) | -98 | % | (537 | ) | (5,585 | ) | -90 | % | ||||||
| Net income (loss) | 75,798 | 30,126 | 152 | % | 76,159 | 31,252 | 144 | % | ||||||||||
| Net income (loss) attributable to noncontrolling interests | 9,269 | 4,996 | 86 | % | - | - | N/M | |||||||||||
| Net income (loss) attributable to Moelis & Company | $ | 66,529 | $ | 25,130 | 165 | % | $ | 76,159 | $ | 31,252 | 144 | % | ||||||
| Diluted earnings (loss) per share | $ | 1.00 | $ | 0.44 | 127 | % | $ | 1.02 | $ | 0.45 | 127 | % | ||||||
| N/M = not meaningful | ||||||||||||||||||
| * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) |
Revenues
We earned revenues of $263.9 million in the first quarter of 2021, as compared with $153.7 million in the prior year period, representing an increase of 72% and our second largest quarter of revenues on record. This compares favorably with an 18% increase in the number of global completed M&A transactions in the same period^2^. We experienced growth across all products during the quarter, primarily driven by a significant increase in the number of transaction completions, as compared with the prior year period.
We continued to execute on our strategy of organic growth. Since our last earnings release, we announced the hiring of a Managing Director in the United States to provide financial and strategic advice to companies in the retail, apparel, and consumer sectors. We have a robust pipeline of Managing Director hires for 2021 and we will continue to focus on finding the right talent who will excel on our platform.
Expenses
The following tables set forth information relating to the Firm’s operating expenses.
| ^2^ | Source: Refinitiv F/K/A Thomson Financial as of April 5, 2021; includes all transactions greater than $100 million in value | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| GAAP | Adjusted (non-GAAP)* | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended March 31, | ||||||||||||||||||
| ($ in thousands) | 2021 | 2020 | 2021 vs. 2020 Variance | 2021 | 2020 | 2021 vs. 2020 Variance | ||||||||||||
| Expenses: | ||||||||||||||||||
| Compensation and benefits | $ | 156,499 | $ | 95,120 | 65 | % | $ | 156,474 | $ | 95,025 | 65 | % | ||||||
| % of revenues | 59.3 | % | 61.9 | % | 59.3 | % | 61.8 | % | ||||||||||
| Non-compensation expenses | $ | 34,924 | $ | 34,144 | 2 | % | $ | 34,924 | $ | 34,144 | 2 | % | ||||||
| % of revenues | 13.2 | % | 22.2 | % | 13.2 | % | 22.2 | % | ||||||||||
| Total operating expenses | $ | 191,423 | $ | 129,264 | 48 | % | $ | 191,398 | $ | 129,169 | 48 | % | ||||||
| % of revenues | 72.5 | % | 84.1 | % | 72.5 | % | 84.0 | % | ||||||||||
| * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) |
Total operating expenses on a GAAP basis were $191.4 million for the first quarter of 2021. On an Adjusted basis, operating expenses were $191.4 million for the first quarter of 2021 as compared with $129.2 million in the prior year period. The increase in operating expenses for the first quarter of 2021 was driven by increased compensation and benefits expenses.
Compensation and benefits expenses on a GAAP basis were $156.5 million in the first quarter of 2021. Adjusted compensation and benefits expenses were $156.5 million in the first quarter of 2021 as compared with $95.0 million in the prior year. The increase in Adjusted compensation and benefits expenses in the current year period is primarily attributable to a larger bonus expense accrual in 2021, associated with meaningfully higher revenues earned as compared with the prior year period.
Non-compensation expenses on a GAAP and Adjusted basis were $34.9 million for the first quarter of 2021 as compared with $34.1 million for the prior year period. Our non-compensation expense ratio decreased from 22% in the prior year to 13% in the current year.
Provision for Income Taxes
The corporate partner (Moelis & Company) currently owns 89% of the operating partnership (Moelis & Company Group LP) and is subject to corporate U.S. federal and state income tax. Income on the remaining 11% continues to be subject to New York City unincorporated business tax and certain foreign income taxes and is accounted for at the partner level through the non-controlling interests line item. For Adjusted purposes, we have assumed that 100% of the Firm’s first quarter 2021 operating result was taxed at our corporate effective tax rate of 25.8%. Taking the corporate effective tax rate together with a tax benefit of approximately $20.0 million related to the delivery of equity-based compensation at a price above the grant price, resulted in a net tax benefit of $0.5 million.
Capital Management and Balance Sheet
Moelis & Company continues to maintain a strong financial position, and as of March 31, 2021, we held cash and liquid investments of $227.7 million and had no debt or goodwill on our balance sheet.
We remain committed to returning 100% of our excess capital to shareholders.
The Board of Directors of Moelis & Company declared a special dividend of $2.00 per share in addition to a regular quarterly dividend of $0.55 per share. The $2.55 per share will be paid on June 18, 2021 to common stockholders of record on May 10, 2021. In addition, during the quarter ended March 31, 2021, we repurchased 1.4 million shares of our common stock for a total cost of $74.2 million.
Earnings Call
We will host a conference call beginning at 5:00pm ET on Wednesday, April 28, 2021, accessible via telephone and the internet. Ken Moelis, Chairman and Chief Executive Officer, and Joe Simon, Chief Financial Officer, will review our first quarter 2021 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 First Quarter 2021 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 10153823.
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, and other corporate finance matters. The Firm serves its clients from 22 geographic locations in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com or follow us on Twitter @Moelis.
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, 2020, 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 including those statements herein with respect to the negative effects of the COVID-19 pandemic. The scale, scope and duration of the impact of the COVID-19 pandemic on our business, revenues and operating results is unpredictable and depends on many factors outside of our control. Statements herein about the effects of the COVID-19 pandemic on the firm’s business, results, financial position and liquidity may constitute forward-looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently estimated. 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
Adjusted results are a non-GAAP measure which better reflect management’s view of operating results. We believe that the disclosed Adjusted 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 adjusting the accounting impact of certain items 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 results is presented in the Appendix.
Contacts
| Investor Contact: | MediaContact: |
|---|---|
| Chett Mandel | Andrea Hurst |
| Moelis & Company | Moelis & Company |
| t: + 1 212 883 3536 | t: + 1 212 883 3666 |
| chett.mandel@moelis.com | m: +1 347 583 9705 |
| andrea.hurst@moelis.com |
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<br><br><br>March 31, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Revenues | $ | 263,866 | $ | 153,706 | ||
| Expenses | ||||||
| Compensation and benefits | 156,499 | 95,120 | ||||
| Occupancy | 7,695 | 7,231 | ||||
| Professional fees | 5,999 | 4,236 | ||||
| Communication, technology and information services | 8,659 | 8,392 | ||||
| Travel and related expenses | 1,610 | 7,944 | ||||
| Depreciation and amortization | 1,449 | 1,199 | ||||
| Other expenses | 9,512 | 5,142 | ||||
| Total Expenses | 191,423 | 129,264 | ||||
| Operating income (loss) | 72,443 | 24,442 | ||||
| Other income (expenses) | 3,179 | (1,660 | ) | |||
| Income (loss) before income taxes | 75,622 | 22,782 | ||||
| Provision (benefit) for income taxes | (176 | ) | (7,344 | ) | ||
| Net income (loss) | 75,798 | 30,126 | ||||
| Net income (loss) attributable to noncontrolling interests | 9,269 | 4,996 | ||||
| Net income (loss) attributable to Moelis & Company | $ | 66,529 | $ | 25,130 | ||
| Weighted-average shares of Class A common stock outstanding | ||||||
| Basic | 60,932,966 | 52,666,457 | ||||
| Diluted | 66,360,217 | 57,092,982 | ||||
| Net income (loss) attributable to holders of shares of Class A common stock per share | ||||||
| Basic | $ | 1.09 | $ | 0.48 | ||
| Diluted | $ | 1.00 | $ | 0.44 |
Moelis & Company
Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information
Unaudited
(dollars in thousands, except share and per share data)
| Three Months Ended March 31, 2021 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted items | GAAP | Adjustments | Adjusted<br><br><br>(non-GAAP) | |||||||
| Compensation and benefits | $ | 156,499 | (25 | ) | (a) | $ | 156,474 | |||
| Other income (expenses) | 3,179 | (25 | ) | (a) | 3,154 | |||||
| Income (loss) before income taxes | 75,622 | - | 75,622 | |||||||
| Provision for income taxes | (176 | ) | (361 | ) | (b) | (537 | ) | |||
| Net income (loss) | 75,798 | 361 | 76,159 | |||||||
| Net income (loss) attributable to noncontrolling interests | 9,269 | (9,269 | ) | (c) | - | |||||
| Net income (loss) attributable to Moelis & Company | $ | 66,529 | $ | 9,630 | $ | 76,159 | ||||
| Weighted-average shares of Class A common stock outstanding | ||||||||||
| Basic | 60,932,966 | 8,265,067 | (c) | 69,198,033 | ||||||
| Diluted | 66,360,217 | 8,265,067 | (c) | 74,625,284 | ||||||
| Net income (loss) attributable to holders of shares of Class A common stock per share | ||||||||||
| Basic | $ | 1.09 | $ | 1.10 | ||||||
| Diluted | $ | 1.00 | $ | 1.02 | ||||||
| (a) | Reflects a de minimis reclassification of other income to compensation and benefits expense associated with the forfeiture of fully-vested awards from the enforcement of non-compete provisions. | |||||||||
| --- | --- | |||||||||
| (b) | 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 tax provision includes a tax benefit related to the settlement of share-based awards of $20.0 million; excluding such discrete benefit, our effective tax rate for the period presented would have been 25.8%. | |||||||||
| --- | --- | |||||||||
| (c) | Assumes all outstanding Class A partnership units have been exchanged into Class A common stock. | |||||||||
| --- | --- |
A-1
| Three Months Ended March 31, 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Adjusted items | GAAP | Adjustments | Adjusted<br><br><br>(non-GAAP) | |||||||
| Compensation and benefits | $ | 95,120 | (95 | ) | (a) | $ | 95,025 | |||
| Other income (expenses) | (1,660 | ) | 2,790 | (a)(b) | 1,130 | |||||
| Income (loss) before income taxes | 22,782 | 2,885 | 25,667 | |||||||
| Provision for income taxes | (7,344 | ) | 1,759 | (b)(c) | (5,585 | ) | ||||
| Net income (loss) | 30,126 | 1,126 | 31,252 | |||||||
| Net income (loss) attributable to noncontrolling interests | 4,996 | (4,996 | ) | (d) | - | |||||
| Net income (loss) attributable to Moelis & Company | $ | 25,130 | $ | 6,122 | $ | 31,252 | ||||
| Weighted-average shares of Class A common stock outstanding | ||||||||||
| Basic | 52,666,457 | 12,958,022 | (d) | 65,624,479 | ||||||
| Diluted | 57,092,982 | 12,958,022 | (d) | 70,051,004 | ||||||
| Net income (loss) attributable to holders of shares of Class A common stock per share | ||||||||||
| Basic | $ | 0.48 | $ | 0.48 | ||||||
| Diluted | $ | 0.44 | $ | 0.45 | ||||||
| (a) | Reflects a reclassification of $0.1 million of other income to compensation and benefits expense associated with the forfeiture of fully-vested awards from enforcement of non-compete provisions. | |||||||||
| --- | --- | |||||||||
| (b) | TRA liability adjustments are made to other income (expenses) for GAAP purposes. These adjustments are reclassified to provision for income taxes to reflect the net economic impact in the tax line. | |||||||||
| --- | --- | |||||||||
| (c) | 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 tax provision includes a tax benefit related to the settlement of share-based awards of $9.1 million and a $2.9 million benefit from the tax relief provisions under the CARES Act; excluding such discrete benefits, our effective tax rate for the period presented would have been 25.2%. | |||||||||
| --- | --- | |||||||||
| (d) | Assumes all outstanding Class A partnership units have been exchanged into Class A common stock. | |||||||||
| --- | --- |
A-2