Moelis & Co

Previous wording

As of September 30, 2024, we served our clients globally with 926 advisory bankers. We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters which set forth our fees. We generally generate fees at key transaction milestones, such as closing, the timing of which is outside of our control. As a result, revenues and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter. The performance of our business depends on the ability of our professionals to build relationships with clients over many years by providing trusted advice and exceptional transaction execution.

Current wording

As of March 31, 2025, we served our clients globally with 934 advisory bankers. We generate revenues primarily from providing advisory services on transactions that are subject to individually negotiated engagement letters which set forth our fees. We generally generate fees at key transaction milestones, such as closing, the timing of which is outside of our control. As a result, revenues and net income in any period may not be indicative of full year results or the results of any other period and may vary significantly from year to year and quarter to quarter. The performance of our business depends on the ability of our professionals to build relationships with clients over many years by providing trusted advice and exceptional transaction execution.

Previous wording

Economic and global financial conditions can materially affect our operational and financial performance. See “Risk Factors” in Part II. Other Information of this Form 10-Q and in our Form 10-K for a discussion of some of the factors that can affect our performance. The M&A market data for announced and completed transactions during the three and nine months ended September 30, 2024 and 2023, referenced throughout this Form 10-Q was obtained from LSEG - Financial Technology & Data (formerly known as Refinitiv) as of October 4, 2024 and October 4, 2023, respectively.

Current wording

Economic and global financial conditions can materially affect our operational and financial performance. See “Risk Factors” in Part II. Other Information of this Form 10-Q and in our Form 10-K for a discussion of some of the factors that can affect our performance. The M&A market data for announced and completed transactions during the three months ended March 31, 2025 and 2024, referenced throughout this Form 10-Q was obtained from LSEG - Financial Technology & Data (formerly known as Refinitiv) as of April 7, 2025 and April 10, 2024, respectively.

Previous wording

For the first nine months of 2024, we earned GAAP revenues of $755.8 million compared with $639.9 million earned during the same period in 2023. This represents an increase of 18% compared to a 5% decline in the number of global completed M&A transactions greater than $100 million in the same period.

Current wording

For the first three months of 2025, we earned GAAP revenues of $306.6 million compared with $217.5 million earned during the same period in 2024. This represents an increase of 41% compared to a 9% decline in the number of global completed M&A transactions greater than $100 million in the same period.

Previous wording

The following is a discussion of our results of operations for the three and nine months ended September 30, 2024 and 2023.

Current wording

The following is a discussion of our results of operations for the three months ended March 31, 2025 and 2024.

Previous wording

Revenues were $755.8 million for the nine months ended September 30, 2024 as compared with $639.9 million for the same period in 2023, representing an increase of 18%. The increase in revenues was driven by an increase in the number of completed transactions as compared to the prior year period.

Current wording

Revenues were $306.6 million for the three months ended March 31, 2025 as compared with $217.5 million for the same period in 2024, representing an increase of 41%. The increase in revenues was driven by an increase in average fees earned per completed transaction as compared to the prior year period.

Previous wording

For the three months ended September 30, 2024 and 2023, we earned revenues from 163 clients and 139 clients, respectively, and more importantly, the number of clients that paid fees equal to or greater than $1 million was 67 clients and 48 clients, respectively.

Current wording

For the three months ended March 31, 2025 and 2024, we earned revenues from 151 clients and 154 clients, respectively, and more importantly, the number of clients that paid fees equal to or greater than $1 million was 60 clients and 57 clients, respectively.

Previous wording

Operating expenses were $714.4 million for the nine months ended September 30, 2024 and represented 95% of revenues, compared with $670.9 million for the same period in 2023 which represented 105% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with higher revenues compared to the prior year period.

Current wording

Operating expenses were $269.7 million for the three months ended March 31, 2025 and represented 88% of revenues, compared with $211.7 million for the same period in 2024 which represented 97% of revenues. The increase in operating expenses was primarily driven by increased compensation and benefits expense associated with higher revenues compared to the prior year period.

Previous wording

For the three months ended September 30, 2024, compensation related expenses of $210.7 million represented 77% of revenues, compared with $242.2 million which represented 89% of revenues in the prior year period. The decrease in compensation expenses was primarily attributable to a lower target compensation as a percentage of revenues compared to the prior year period.

Current wording

For the three months ended March 31, 2025, compensation related expenses of $211.5 million represented 69% of revenues, compared with $164.5 million which represented 76% of revenues in the prior year period. The increase in compensation and benefits is primarily attributable to higher equity-based compensation expense related to the issuance of awards to retirement eligible employees and a higher discretionary bonus accrual, as a result of higher revenues earned, as compared to the prior year period. As a percentage of revenues, compensation related expenses decreased as compared to the prior year period due to greater revenues.

Previous wording

For the nine months ended September 30, 2024, non‑compensation expenses of $141.4 million represented 19% of revenues, compared with $134.6 million which represented 21% of revenues in the prior year period. The increase in non-compensation expenses is primarily due to greater headcount as compared to the prior year period.

Current wording

For the three months ended March 31, 2025, non‑compensation expenses of $58.1 million represented 19% of revenues, compared with $47.2 million which represented 22% of revenues in the prior year period. The increase in non-compensation expenses is primarily related to increased travel and related expenses, primarily associated with investment in client conferences, and increased headcount.

Previous wording

For the nine months ended September 30, 2024, other income and expenses was income of $17.0 million, primarily related to $7.0 million gain on the sale of 5,000,000 shares of our investment in MA Financial and $6.2 million in interest and gains on financial assets measured at fair value and. This compares to income of $6.1 million in the prior year period primarily related to net gains of $9.0 million on financial assets measured at fair market value, $3.5 million in interest and dividends on cash equivalents and investments and income of $3.0 million from the Company's share of earnings in MA Financial, partially offset by the $10.0 million SEC fine.

Current wording

For the three months ended March 31, 2025, other income and expenses was income of $6.1 million, primarily related to $4.4 million in net gains and income on financial assets and $1.2 million in the Company's share of earnings in MA Financial. For the prior year period, other income and expenses was income of $4.2 million, primarily related to income of $3.3 million on cash equivalent investments and sovereign debt securities and $1.1 million from the enforcement of non-compete provisions.

Previous wording

The Company’s provisions for income taxes were a benefit of $6.8 million against a pre-tax income of $58.5 million and a benefit of $3.9 million against a pre-tax loss of $24.9 million for the nine months ended September 30, 2024 and 2023, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate, and the effect of certain non-tax-deductible items, offset by the impact of the excess tax benefit recognized in connection with equity-based compensation delivered at a price above the grant date price.

Current wording

The Company’s provision for income taxes was a benefit of $10.7 million against a pre-tax income of $43.1 million and a benefit of $7.5 million against pre-tax income of $10.0 million for the three months ended March 31, 2025 and 2024, respectively. The income tax provisions for the aforementioned periods primarily reflect the Company’s allocable share of operating results from Group LP at the prevailing U.S. federal, state, and local corporate income tax rate, offset by the effect of the excess tax benefit recognized in connection with the delivery of equity-based compensation at an appreciated price above the grant date price for such equity.

Previous wording

We evaluate our cash needs on a regular basis in light of current market conditions. Cash and cash equivalents include all short‑term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of September 30, 2024 and December 31, 2023, the Company had cash equivalents of $100.2 million and $137.4 million, respectively, invested primarily in U.S. and U.K. sovereign debt securities, money market funds, and certificates of deposit. Additionally, as of September 30, 2024 and December 31, 2023, the Company had cash of $45.1 million and $49.1 million, respectively, maintained in U.S. and non‑U.S. bank accounts, of which most bank account balances exceeded the U.S. Federal Deposit Insurance Corporation (“FDIC”) and U.K. Financial Services Compensation Scheme (“FSCS”) coverage limits.

Current wording

We evaluate our cash needs on a regular basis in light of current market conditions. Cash and cash equivalents include all short‑term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of March 31, 2025 and December 31, 2024, the Company had cash equivalents of $117.5 million and $350.9 million, respectively, invested primarily in U.S. and U.K. sovereign debt securities, money market funds, and certificates of deposit. Additionally, as of March 31, 2025 and December 31, 2024, the Company had cash of $67.0 million and $61.5 million, respectively, maintained in U.S. and non‑U.S. bank accounts, of which most bank account balances exceeded the U.S. Federal Deposit Insurance Corporation (“FDIC”) and U.K. Financial Services Compensation Scheme (“FSCS”) coverage limits.

Previous wording

In addition to cash and cash equivalents, we hold sovereign debt securities and certificates of deposit that are classified as investments on our condensed consolidated statements of financial condition as they have original maturities of three months or more from the date of purchase. As of September 30, 2024 and December 31, 2023, the Company held $152.3 million and $162.9 million of sovereign debt securities and certificates of deposit classified as investments, respectively.

Current wording

In addition to cash and cash equivalents, we hold sovereign debt securities and certificates of deposit, which are both highly liquid instruments in active markets, that are classified as investments on our condensed consolidated statements of financial condition as they have original maturities of three months or more from the date of purchase. As of March 31, 2025 and December 31, 2024, the Company held $151.8 million and $147.9 million of investments, respectively, primarily composed of sovereign debt securities.

Previous wording

Our liquidity is highly dependent upon cash receipts from clients which generally requires the successful completion of transactions. The timing of receivable collections typically occurs within 60 days of billing. As of September 30, 2024 and December 31, 2023 accounts receivable were $57.8 million and $51.2 million, respectively, net of allowances of $2.1 million and $1.3 million, respectively.

Current wording

Our liquidity is highly dependent upon cash receipts from clients which generally requires the successful completion of transactions. The timing of receivable collections typically occurs within 60 days of billing. As of March 31, 2025 and December 31, 2024 accounts receivable were $55.5 million and $51.4 million, respectively, net of allowances of $2.0 million and $1.7 million, respectively.

Previous wording

To provide for additional working capital and other general corporate purposes, we maintain two revolving credit facilities with aggregate base credit commitments of $50.0 million. The facility for corporate purposes has a base credit commitment of $5.0 million, and we can request a temporary increase of the credit amount by up to $45.0 million additional credit, not to exceed the capacity available under the FINRA credit line discussed below. This option may be exercised up to two times per year during the twelve-month term of the credit line. Unless the lender issues a notice of termination prior to the maturity date of May 24, 2025, this facility will automatically extend to June 30, 2026. The Company incurs a 0.25% per annum fee on the amount of the unused commitment. Advances on the facility bear interest at the greater of a fixed rate of 3.50% per annum or at the Company’s option of (i) SOFR plus 1.3% or (ii) Prime minus 1.50%.

Current wording

To provide for additional working capital and other general corporate purposes, we maintain two revolving credit facilities with aggregate base credit commitments of $50.0 million. The facility for corporate purposes has a base credit commitment of $5.0 million, and we can request a temporary increase of the credit amount by up to $45.0 million, not to exceed the capacity available under the FINRA credit line discussed below. This option may be exercised up to two times per year during the twelve-month term of the credit line. Unless the lender issues a notice of termination prior to the maturity date of May 24, 2025, this facility will automatically extend to June 30, 2026. The Company incurs a 0.25% per annum fee on the amount of the unused commitment. Advances on the facility bear interest at the greater of a fixed rate of 3.50% per annum or at the Company’s option of (i) SOFR plus 1.3% or (ii) Prime minus 1.50%.

Previous wording

As of September 30, 2024, the Company had no borrowings under the $5.0 million credit facility and the Company’s available credit was $4.4 million as a result of the issuance of an aggregate amount of $0.6 million of various standby letters of credit, which were required in connection with certain office leases and other agreements.

Current wording

As of March 31, 2025, the Company had no borrowings under the $5.0 million credit facility and the Company’s available committed credit, net of the FINRA credit line capacity, was $4.4 million as a result of the issuance of an aggregate amount of $0.6 million of various standby letters of credit, which were required in connection with certain office leases and other agreements.

Previous wording

In addition, Moelis & Company LLC ("U.S. Broker Dealer") maintains a $45.0 million revolving credit facility agreement pre-approved by FINRA to provide additional regulatory capital as necessary. Under the facility, U.S. Broker Dealer may borrow capital until May 23, 2025, the end of the credit period, and must repay aggregate principal balances by the maturity date of May 24, 2026. The Company incurs a 0.25% per annum fee on the amount of the unused commitment. Borrowings on the facility bear interest equal to the Prime rate, payable quarterly in arrears on the last day of March, June, September, and December of each calendar year. U.S. Broker Dealer had no borrowing under the credit facility and the available credit under this facility was $45.0 million as of September 30, 2024.

Current wording

In addition, Moelis & Company LLC ("U.S. Broker Dealer") maintains a $45.0 million revolving credit facility agreement pre-approved by FINRA to provide additional regulatory capital as necessary. Under the facility, U.S. Broker Dealer may borrow capital until May 23, 2025, the end of the credit period, and must repay aggregate principal balances by the maturity date of May 24, 2026. The Company incurs a 0.25% per annum fee on the amount of the unused commitment. Borrowings on the facility bear interest equal to the Prime rate, payable quarterly in arrears on the last day of March, June, September, and December of each calendar year. U.S. Broker Dealer had no borrowings under the credit facility and the available committed credit under this facility was $45.0 million as of March 31, 2025.

Previous wording

The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.60 per share. The $0.60 per share will be paid on December 2, 2024 to Class A common stockholders of record on November 4, 2024. During the nine months ended September 30, 2024 the Company paid aggregate dividends of $1.80 per share.

Current wording

During April 2025, the Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.65 per share. The $0.65 per share will be paid on June 20, 2025 to Class A common stockholders of record on May 5, 2025. During the three months ended March 31, 2025 the Company paid aggregate dividends of $0.65 per share.

Previous wording

During the nine months ended September 30, 2024 and 2023, the Company repurchased 181,718 and 1,078,130 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards. In July 2021, the Board of Directors authorized the repurchase of up to $100 million of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date. The dollar value of shares that may yet be purchased under the program was $62.5 million as of September 30, 2024.

Current wording

During the three months ended March 31, 2025 and 2024, the Company repurchased 156,105 and 158,878 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon delivery of equity-based compensation awards. In July 2021, the Board of Directors authorized the repurchase of up to $100 million of shares of Class A common stock and/or Class A partnership units of Group LP with no expiration date. The dollar value of shares that may yet be purchased under the program was $62.5 million as of March 31, 2025.

Previous wording

Cash, cash equivalents and restricted cash were $146.1 million at September 30, 2024, a decrease of $41.1 million from $187.2 million at December 31, 2023. Operating activities resulted in a net inflow of $112.1 million primarily attributable to cash collected from clients, net of cash operating outflows, including bonuses paid during the period. Investing activities resulted in a net inflow of $13.4 million primarily attributable to net proceeds from the sale of investments. Financing activities resulted in a net outflow of $168.1 million primarily related to the payment of dividends and tax distributions.

Current wording

Cash, cash equivalents and restricted cash were $185.4 million at March 31, 2025, a decrease of $227.8 million from $413.2 million at December 31, 2024. Operating activities resulted in a net outflow of $165.5 million primarily attributable to cash operating outflows, including discretionary bonus paid during the period, net of cash collected from clients. Investing activities resulted in a net outflow of $7.0 million primarily attributable to purchases of investments. Financing activities resulted in a net outflow of $56.7 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Previous wording

Cash, cash equivalents and restricted cash were $148.2 million at September 30, 2023, a decrease of $59.3 million from $207.5 million at December 31, 2022. Operating activities resulted in a net inflow of $59.1 million primarily attributable to cash collected from clients, net of cash operating outflows, including bonuses paid during the period. Investing activities resulted in a net inflow of $64.0 million primarily attributable to net proceeds from the sale of investments. Financing activities resulted in a net outflow of $183.0 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Current wording

Cash, cash equivalents and restricted cash were $103.3 million at March 31, 2024, a decrease of $83.9 million from $187.2 million at December 31, 2023. Operating activities resulted in a net outflow of $165.0 million primarily attributable to cash operating outflows, including discretionary bonuses paid during the period, net of cash collected from clients. Investing activities resulted in a net inflow of $129.4 million primarily attributable to net proceeds from the sale of investments. Financing activities resulted in a net outflow of $47.7 million primarily related to the payment of dividends and tax distributions and treasury stock purchases.

Previous wording

As of September 30, 2024, the Company has a total payable of $290.6 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements. There is no payment due in less than one year. These amounts represent management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. We generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units. The Company made a payment of $20.3 million pursuant to the tax receivable agreement during the first nine months of 2024.

Current wording

As of March 31, 2025, the Company has a total payable of $298.8 million due pursuant to the tax receivable agreement in the condensed consolidated financial statements and of this amount an estimated $0.3 million will be due in less than one year. These amounts represent management’s best estimate of the amounts currently expected to be owed under the tax receivable agreement. Payments made under the tax receivable agreement are required to be made within 225 days of the filing of our tax returns. We generally expect to receive the tax savings prior to making the cash payments to the eligible selling holders of Group LP partnership units. There were no payments made pursuant to the tax receivable agreement during the first three months of 2025.

Previous wording

The Company is exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of the Company’s non‑U.S. dollar denominated assets and liabilities. Non‑functional currency‑related transaction gains and losses are recorded in the condensed consolidated statements of operations. In addition, the reported amounts of our revenues and other income from investments may be affected by movements in the rate of exchange between the pound sterling, euro, Brazilian real, Hong Kong dollar, Israeli shekel, rupee, Australian dollar, Saudi riyal and the U.S. dollar, in which our financial statements are denominated. The net impact of the fluctuation of foreign currencies in other comprehensive income (loss) in the condensed consolidated statements of comprehensive income were gains of $2.3 million and losses of $0.8 million for the three months ended September 30, 2024 and 2023, respectively, and gains of $2.0 million and losses of $0.2 million for the nine months ended September 30, 2024 and 2023, respectively. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations through the use of derivative instruments or other methods.

Current wording

The Company is exposed to the risk that the exchange rate of the U.S. dollar relative to other currencies may have an adverse effect on the reported value of the Company’s non‑U.S. dollar denominated assets and liabilities. Non‑functional currency‑related transaction gains and losses are recorded in the condensed consolidated statements of operations. In addition, the reported amounts of our revenues and other income from investments may be affected by movements in the rate of exchange between the pound sterling, euro, Brazilian real, Hong Kong dollar, Israeli shekel, rupee, Australian dollar, Saudi riyal and the U.S. dollar, in which our financial statements are denominated. Other comprehensive income (loss) in the condensed consolidated statements of comprehensive income were gains of $1.3 million and losses of $0.8 million for the three months ended March 31, 2025 and 2024, respectively, primarily from the fluctuations of foreign currencies. We have not entered into any transactions to hedge our exposure to these foreign currency fluctuations through the use of derivative instruments or other methods.

Previous wording

We earn substantially all of our revenues by providing advisory services on mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fund raisings and secondary transactions, and other corporate finance matters. The Company also acts as an underwriter of certain securities offerings. We provide our advisory services on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. In many cases, we are not paid until the completion of an underlying transaction.

Current wording

We earn substantially all of our revenues by providing advisory services on mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fundraisings and secondary transactions, and other corporate finance matters. The Company also acts as an underwriter of certain securities offerings. We provide our advisory services on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. In many cases, we are not paid until the completion of an underlying transaction.

Previous wording

The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover its current expectation of future losses as of the reporting date. For purposes of determining appropriate allowances, the Company stratifies its population of accounts receivable into two categories, one for short-term receivables and a second for private funds advisory receivables. Each population is separately evaluated using an aging method that results in a percentage reserve based on the age of the receivable, in addition to considerations of historical charge-offs and current economic conditions.

Current wording

The Company maintains an allowance for credit losses that, in management’s opinion, provides for an adequate reserve to cover its current expectation of future losses as of the reporting date. For purposes of determining appropriate allowances, the Company stratifies its population of accounts receivable into two categories, one for short-term receivables and a second for private funds advisory receivables. Each population is separately evaluated using an aging method that results in a percentage reserve based on the age of the receivable, in addition to considerations of historical write-offs and current economic conditions.

Previous wording

After concluding that a reserved accounts receivable is no longer collectible, the Company will charge-off the receivable. This has the effect of reducing both the gross receivable and the allowance for credit losses. If a reserved accounts receivable is subsequently collected, such recoveries reduce the gross receivable and the allowance for credit losses and is a reduction of bad debt expense, which is recorded within other expenses on the condensed consolidated statement of operations. The combination of recoveries and the provision for credit losses of a reported period comprise the Company’s bad debt expense.

Current wording

After concluding that a reserved accounts receivable is no longer collectible, the Company will write-off the receivable. This has the effect of reducing both the gross receivable and the allowance for credit losses. If a reserved accounts receivable is subsequently collected, such reversals reduce the gross receivable and the allowance for credit losses and is a reduction of bad debt expense, which is recorded within other expenses on the condensed consolidated statement of operations. The combination of reversals and the provision for credit losses of a reported period comprise the Company’s bad debt expense.

Previous wording

ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and nine months ended September 30, 2024 and 2023, no unrecognized tax benefit was recorded. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. For the three and nine months ended September 30, 2024 and 2023, no such amounts were recorded.

Current wording

ASC 740 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three months ended March 31, 2025 and 2024, no unrecognized tax benefit was recorded. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. For the three months ended March 31, 2025 and 2024, no such amounts were recorded.