MC Moelis and Company

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

Moelis & Company

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 October 23, 2024, Moelis & Company issued a press release announcing financial results for the third quarter ended September 30, 2024.

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 October 23, 2024, Moelis & Company (the “Company”) updated the investor presentation available under “Events and Presentations” on the Investor Relations section of its website. The updated presentation is available using the following link: http://investors.moelis.com/event. The information in this Item 7.01 of this Form 8-K is furnished as of the date hereof, and the Company disclaims any obligation to correct or update this information, its website or the presentation in the future. The contents of the Company’s website are not included or incorporated by reference into this Form 8-K, and any references to such website are intended to be inactive textual references only. All information in this Item 7.01 of this Form 8-K is furnished but not filed.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Moelis & Company Reports Third Quarter and First Nine Months 2024 Financial Results;

Declares Regular Quarterly Dividend of $0.60 Per Share

NEW YORK, October 23, 2024 – Moelis & Company (NYSE:MC) today reported financial results for the quarter ended September 30, 2024. The Firm's third quarter GAAP revenues were $273.8 million as compared with $272.2 million in the prior year period. On an Adjusted basis, the Firm’s third quarter revenues of $280.7 million increased 1% from the prior year period. The Firm reported third quarter GAAP net income of $19.2 million, or $0.22 per share (diluted). On an Adjusted basis, the Firm reported net income of $18.6 million and $0.22 per share (diluted) for the third quarter of 2024, which compares with a net loss of $11.3 million, or ($0.15) per share, in the prior year period. GAAP and Adjusted net income in the third quarter of 2024 include net tax benefits of approximately $0.01 per share (diluted) related to the settlement of share-based awards.

GAAP revenues for the first nine months of 2024 were $755.8 million. On an Adjusted basis, the Firm's first nine months revenues of $762.8 million increased 18% from the prior year period. The Firm reported GAAP net income of $51.6 million, or $0.61 per share (diluted) for the first nine months of 2024. On an Adjusted basis, the Firm reported net income of $51.4 million, or $0.63 per share (diluted) in the first nine months of 2024, as compared with a net loss of $10.1 million, or $(0.14) per share (diluted), in the prior year period. GAAP and Adjusted net income in the first nine months of 2024 include net tax benefits of approximately $0.15 per share (diluted) related to the settlement of share-based awards.

"I believe our franchise, talent and breadth of expertise has never been stronger. We are well-positioned to drive long-term growth," said Ken Moelis, Chairman and Chief Executive Officer.

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 92% 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 8% is owned by other partners of Moelis & Company Group LP and is primarily subject to U.S. federal tax at the partner level (certain state, local and foreign income taxes are incurred at the company level). The Adjusted results included herein apply certain adjustments from our GAAP results, including the assumption that 100% of the Firm’s 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.

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

Revenues

We earned GAAP revenues of $273.8 million in the third quarter of 2024, as compared with $272.2 million in the prior year period. On an Adjusted basis, we earned revenues of $280.7 million in the third quarter of 2024, as compared with $277.7 million in the prior year period, representing an increase of 1%. The increase in third quarter revenues is attributable to an increase in M&A revenues, partially offset by a modest decline in non-M&A revenues as compared with the prior year period.

For the first nine months of 2024, we earned GAAP revenues of $755.8 million, as compared with $639.9 million in the prior year period. On an Adjusted basis, we earned revenues of $762.8 million, in the first nine months of 2024, as compared with $645.2 million in the prior year period, or an increase of 18%. The increase in revenues during the first nine months of 2024 is attributable to an increase in revenues and transaction completions across all major product areas.

We continued to execute on our strategy of organic growth, and since our last earnings release, we hired a Biotech Managing Director who will join the firm next month.

Expenses

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

Total operating expenses on a GAAP basis were $258.2 million for the third quarter of 2024, as compared with $292.2 million in the prior year period. On an Adjusted basis, operating expenses were $258.1 million for the third quarter of 2024, as compared with $291.5 million in the prior year period. For the first nine months of 2024, total operating expenses on a GAAP basis were $714.4 million. On an Adjusted basis, operating expenses were $714.0 million for the first nine months of 2024 as compared with $669.7 million in the prior year period. The increase in operating expenses in both current year periods is attributable to increased compensation and benefits and non-compensation expenses, as compared with the prior year periods.

Compensation and benefits expenses on a GAAP basis were $210.7 million for the third quarter of 2024, as compared with $242.2 million in the prior year period. Adjusted compensation and benefits expenses were $210.6 million for the third quarter of 2024, as compared with $241.5 million in the prior year period. The decline in compensation and benefits expenses in the third quarter of 2024 is attributable to a lower bonus accrual as compared with the prior year period. For the first nine months of 2024, compensation and benefits expenses on a GAAP basis were $573.0 million, as compared with $536.3 million in the prior year period. On an Adjusted basis, compensation and benefits expenses for the first nine months of 2024 were $572.6 million, as compared with $535.5 million in the prior year period. The increase in compensation and benefits expenses during the first nine months

of 2024 is primarily attributable to increased headcount and a higher bonus accrual, as a result of higher revenues earned, as compared with the prior year period.

Non-compensation expenses on a GAAP and Adjusted basis were $47.5 million for the third quarter of 2024, as compared with GAAP and Adjusted non-compensation expenses of $50.0 million in the prior year period. The decline in non-compensation expenses in the third quarter of 2024 is attributable to lower professional fees directly connected to specific completed transactions as compared with the prior year period. For the first nine months of 2024, GAAP and Adjusted non-compensation expenses were $141.4 million as compared with GAAP non-compensation expenses of $134.6 million and Adjusted non-compensation expenses of $134.2 million in the prior year period. The increase in non-compensation expenses in the first nine months of 2024 is primarily attributable to increased headcount as compared to the prior year period.

Other Income (Expenses)

Other income (expenses) on a GAAP basis was income of $11.1 million for the third quarter of 2024, as compared with $9.9 million in the prior year period. On an Adjusted basis, other income for the third quarter of 2024 was income of $4.0 million, as compared with $4.0 million in the prior year period. In the third quarter of 2024, we recorded a gain to other income of $7.0 million related to the sale of 5.0 million shares of our investment in MA Financial Group Limited. The gains of $7.0 million are included within Adjusted revenues and the adjustment did not impact our GAAP or Adjusted earnings per share.

For the first nine months of 2024, other income (expenses) on a GAAP basis was $17.0 million as compared with income of $6.1 million in the prior year period. On an Adjusted basis, other income for the first nine months of 2024 was $10.0 million as compared with $10.5 million in the prior year period.

Provision for Income Taxes

The corporate partner (Moelis & Company) currently owns 92% of the operating partnership (Moelis & Company Group LP) and is subject to corporate U.S. federal and state income tax on its allocable share of earnings. The remaining 8% of activity is subject to certain state, local and foreign income taxes (including New York City Unincorporated Business Tax), which is accounted for at the partner level through the noncontrolling interests. For Adjusted purposes, we have assumed that 100% of the Firm’s third quarter 2024 operating results were taxed at

our corporate effective tax rate and together with the excess tax benefit of approximately $1.1 million related to the delivery of equity-based compensation, we have a net tax expense of $8.0 million.

Capital Management and Balance Sheet

Moelis & Company continues to maintain a strong financial position, and as of September 30, 2024, we held cash and liquid investments of $297.7 million and had no debt or goodwill on our balance sheet.

The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.60 per share. The $0.60 per share will be paid on December 2, 2024 to common stockholders of record on November 4, 2024.

Earnings Call

We will host a conference call beginning at 5:00pm ET on Wednesday, October 23, 2024, accessible via telephone and the internet. Ken Moelis, Chairman and Chief Executive Officer, and Joe Simon, Chief Financial Officer, will review our third quarter 2024 financial results. Following the review, there will be a question and answer session.

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

For those unable to listen to the live broadcast, a replay of the call will be available for one month via telephone starting approximately one hour after the live call ends. The replay can be accessed at 1-800-770-2030 (domestic) or 1-609-800-9909 (international); the conference number is 8014191.

About Moelis & Company

Moelis & Company is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments and financial sponsors. The Firm assists its clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors. Moelis & Company’s experienced professionals advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, private fund raisings and secondary transactions and other corporate finance matters. The Firm serves its clients from 23 locations in North and South America, Europe, the Middle East, Asia and Australia. For further information, please visit: www.moelis.com.

Forward-Looking Statements

This press release contains forward-looking statements, which reflect the Firm’s current views with respect to, among other things, its operations and financial performance. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “target,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are based on certain assumptions and estimates and subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under "Risk Factors" discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, subsequent reports filed on Form 10-Q and our other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all

factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results. The Firm undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Non-GAAP Financial Measures

The Company prepares its consolidated financial statements using accounting principles generally accepted in the United States (GAAP). From time to time, the Company may disclose certain “non-GAAP financial measures” in the course of its earnings releases, earnings conference calls, financial presentations and otherwise. The Securities and Exchange Commission defines a “non-GAAP financial measure” as a numerical measure of historical or future financial performance, financial position, or cash flows that is subject to adjustments that effectively exclude, or include amounts from the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures disclosed by the Company are provided as additional information to analysts, investors and other stakeholders in order to provide them with greater transparency about, or an alternative method for assessing our financial condition, operating results, or capital adequacy. Adjusted results are a non-GAAP financial measure which provide additional information on management’s view of operating results. These measures are not in accordance with, or a substitute for GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. Whenever we refer to a non-GAAP financial measure, we will also generally define it or present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure.

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

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

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

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

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

Contacts

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)

Moelis & Company

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

Unaudited

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

Moelis & Company

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

Unaudited

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