MOELIS & CO, 10-K filed on 2/27/2020
Annual Report
v3.19.3.a.u2
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Feb. 12, 2020
Jun. 30, 2019
Entity Registrant Name Moelis & Co    
Entity Central Index Key 0001596967    
Document Type 10-K    
Document Period End Date Dec. 31, 2019    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Interactive Data Current Yes    
Entity Public Float     $ 1,696
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Trading Symbol MC    
Entity File Number 001-36418    
Entity Tax Identification Number 46-4500216    
Entity Address, Address Line One 399 Park Avenue    
Entity Address, Address Line Two 5th Floor    
Entity Address, City or Town New York    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10022    
City Area Code 212    
Local Phone Number 883-3800    
Title of 12(b) Security Class A common stock    
Security Exchange Name NYSE    
Entity Incorporation, State or Country Code DE    
Document Annual Report true    
Document Transition Report false    
Documents Incorporated by Reference

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for its 2020 annual meeting of stockholders are incorporated by reference in Part III of this Form 10‑K.

   
Class A Common Stock      
Entity Common Stock, Shares Outstanding   50,255,097  
Class B Common Stock      
Entity Common Stock, Shares Outstanding   10,397,915  
v3.19.3.a.u2
Consolidated Statements of Financial Condition - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Assets    
Cash and cash equivalents $ 167,812 $ 261,100
Restricted cash 760 671
Receivables:    
Accounts receivable, net of allowance for doubtful accounts of $4,088 and $1,975 as of December 31, 2019 and December 31, 2018, respectively 45,074 54,412
Accrued and other receivables 10,722 14,199
Total receivables 55,796 68,611
Deferred compensation 11,748 8,788
Investments 213,231 143,924
Right-of-use Assets 190,763  
Equipment and leasehold improvements, net 13,992 12,731
Deferred tax asset 400,496 402,859
Prepaid expenses and other assets 17,101 15,691
Total assets 1,071,699 914,375
Liabilities and Equity    
Compensation payable 163,131 197,741
Accounts payable, accrued expenses and other liabilities 16,107 26,561
Amount due pursuant to tax receivable agreement 297,986 311,246
Deferred revenue 3,023 7,074
Lease Liabilities 197,625  
Total liabilities 677,872 542,622
Commitments and Contingencies (See Note 13)
Treasury stock, at cost; 2,757,558 and 1,426,115 shares as of December 31, 2019 and December 31, 2018, respectively (107,836) (56,661)
Additional paid-in-capital 872,791 697,938
Retained earnings (accumulated deficit) (324,192) (237,782)
Accumulated other comprehensive income (loss) 1,432 291
Total Moelis & Company equity 442,827 404,361
Noncontrolling interests (49,000) (32,608)
Total equity 393,827 371,753
Total liabilities and equity 1,071,699 914,375
Class A Common Stock    
Liabilities and Equity    
Common stock, par value $0.01 per share 528 470
Total equity 528 470
Class B Common Stock    
Liabilities and Equity    
Common stock, par value $0.01 per share 104 105
Total equity $ 104 $ 105
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Consolidated Statements of Financial Condition (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Accounts receivable, allowance for doubtful accounts $ 4,088 $ 1,975
Treasury stock, shares 2,757,558 1,426,115
Class A Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 52,773,617 47,031,095
Common stock, shares outstanding 50,016,059 45,604,980
Treasury stock, shares 2,757,558 1,426,115
Class B Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 1,000,000,000 1,000,000,000
Common stock, shares issued 10,397,915 10,493,358
Common stock, shares outstanding 10,397,915 10,493,358
v3.19.3.a.u2
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenues $ 746,534 $ 885,840 $ 684,615
Expenses      
Compensation and benefits 488,439 513,863 401,384
Occupancy 20,209 18,952 17,101
Professional fees 19,229 25,311 19,954
Communication, technology and information services 31,590 29,747 25,173
Travel and related expenses 41,496 42,264 30,634
Depreciation and amortization 4,965 4,625 3,544
Other expenses 26,063 24,297 22,543
Total expenses 631,991 659,059 520,333
Operating income (loss) 114,543 226,781 164,282
Other income and (expenses) 32,962 11,671 186,069
Income (loss) before income taxes 147,505 238,452 350,351
Provision for income taxes 11,813 30,448 223,827
Net income (loss) 135,692 208,004 126,524
Net income (loss) attributable to noncontrolling interests 30,597 67,324 97,124
Net income (loss) attributable to Moelis & Company 105,095 140,680 29,400
Class A Common Stock      
Expenses      
Net income (loss) attributable to Moelis & Company $ 105,095 $ 140,680 $ 29,400
Weighted-average shares of Class A common stock outstanding      
Basic (in shares) 50,373,874 43,216,358 30,597,058
Diluted (in shares) 55,513,149 50,690,528 37,675,511
Net income (loss) per share attributable to holders of shares of Class A common stock      
Basic (in dollars per share) $ 2.09 $ 3.26 $ 0.96
Diluted (in dollars per share) $ 1.89 $ 2.78 $ 0.78
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Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Statement Of Income And Comprehensive Income [Abstract]      
Net income $ 135,692 $ 208,004 $ 126,524
Unrealized gain (loss) on investments     (465)
Foreign currency translation adjustment, net of tax 1,452 (453) 2,292
Other comprehensive income (loss) 1,452 (453) 1,827
Comprehensive income (loss) 137,144 207,551 128,351
Less: Comprehensive income attributable to noncontrolling interests 30,908 67,249 98,056
Comprehensive income (loss) attributable to Moelis & Company $ 106,236 $ 140,302 $ 30,295
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Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities      
Net income (loss) $ 135,692 $ 208,004 $ 126,524
Adjustments to reconcile net income to net cash provided by (used in) operating activities:      
Bad debt expense 2,399 1,044 2,895
Depreciation and amortization 4,965 4,625 3,544
Equity-based compensation 124,212 123,037 96,295
Deferred tax provision 3,665 6,538 191,697
Gain on equity method investment (20,714)   (41,652)
Gain/(Loss) on remeasurement of amount due pursuant to tax receivable agreement     (134,665)
Other (7,333) (3,878) (1,432)
Changes in assets and liabilities:      
Accounts receivable 7,057 963 (35,607)
Accrued and other receivables 3,644 (6,036) 2,220
Prepaid expenses and other assets (2,203) (610) (5,388)
Deferred compensation (2,924) 22 (61)
Compensation payable (35,381) 53,083 11,853
Accounts payable, accrued expenses and other liabilities (2,569) (766) 3,313
Deferred revenue (4,051) 2,126 1,975
Dividends received 2,848 2,737 11,672
Net cash provided by (used in) operating activities 209,307 390,889 233,183
Cash flows from investing activities      
Purchase of investments (212,415) (183,972) (179,807)
Proceeds from sales of investments 120,102 199,810 115,640
Proceeds from partial sale of equity method investment 46,907    
Note payments received from employees   366 781
Notes issued to employees     (400)
Purchase of equipment and leasehold improvements (6,467) (6,920) (5,647)
Net cash provided by (used in) investing activities (51,873) 9,284 (69,433)
Cash flows from financing activities      
Dividends and distributions (209,178) (313,827) (255,694)
Payments under tax receivable agreement (13,798) (10,994) (10,386)
Proceeds from exercise of stock options 21,459 6,846 6,055
Treasury stock purchases (51,175) (33,473) (12,258)
Class A partnership units and other equity purchased   (293) (229)
Net cash provided by (used in) financing activities (252,692) (351,741) (272,512)
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash 2,059 (555) 3,071
Net increase (decrease) in cash, cash equivalents, and restricted cash (93,199) 47,877 (105,691)
Cash, cash equivalents, and restricted cash, beginning of period 261,771 213,894 319,585
Cash, cash equivalents, and restricted cash, end of period 168,572 261,771 213,894
Cash paid during the period for:      
Income taxes 13,405 23,491 31,837
Dividends paid, declared in the prior year     68,066
Other non-cash activity      
Dividend equivalents issued 33,299 49,601 24,657
Class A Partnership Units or other equity converted into Class A Common Stock 1,267 30,901 55,901
Cumulative Effect Adjustment upon Adoption of ASU 2014-09   3,155  
Cumulative Effect Adjustment upon Adoption of ASU 2016-09     658
Forfeiture of fully-vested Group LP units or other equity units $ 2,397 $ 677 $ 36
v3.19.3.a.u2
Consolidated Statements of Changes in Equity - USD ($)
$ in Thousands
Total
Class A Common Stock
Class B Common Stock
Treasury Stock
Additional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Accumulated Other Comprehensive Income (Loss)
Noncontrolling Interests
Balance at beginning of the period at Dec. 31, 2016 $ 251,441 $ 210 $ 311 $ (10,930) $ 291,026 $ (68,229) $ (543) $ 39,596
Balance at beginning of the period (in shares) at Dec. 31, 2016   20,948,998 31,138,193 (387,890)        
Cumulative Effect Adjustment upon Adoption of ASU (ASU 2016-09) at Dec. 31, 2016 658       4,855 (4,197)    
Balance at beginning of the period, as adjusted at Dec. 31, 2016 252,099 $ 210 $ 311 $ (10,930) 295,881 (72,426) (543) 39,596
Changes in Equity                
Net income (loss) 126,524         29,400   97,124
Equity-based compensation 96,295 $ 17     94,141     2,137
Equity-based compensation (in shares)   1,708,826            
Other comprehensive income (loss) 1,827           895 932
Other comprehensive income (loss) | ASU 2016-01 317              
Dividends declared and distributions (187,628)       24,657 (96,892)   (115,393)
Treasury Stock Purchases (12,258)     $ (12,258)        
Treasury stock purchases (in shares)       (319,526)        
Exercise of Stock options 6,055 $ 3     6,052      
Exercise of stock options (in shares)   279,277            
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges 55,672 $ 112 $ (112)   60,762     (5,090)
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges (in shares)   11,226,067 (11,225,963)          
Equity-based payments to non-employees 5,615       5,615      
Other 55       55      
Other (in shares)   (126)            
Balance at end of the period at Dec. 31, 2017 344,256 $ 342 $ 199 $ (23,188) 487,163 (139,918) 352 19,306
Balance at end of the period (in shares) at Dec. 31, 2017   34,163,042 19,912,230 (707,416)        
Cumulative Effect Adjustment upon Adoption of ASU (ASU 2014-09) at Dec. 31, 2017 3,155         3,155    
Cumulative Effect Adjustment upon Adoption of ASU (ASU 2016-01) at Dec. 31, 2017           (317) 317  
Balance at beginning of the period, as adjusted at Dec. 31, 2017 347,411 $ 342 $ 199 $ (23,188) 487,163 (137,080) 669 19,306
Changes in Equity                
Net income (loss) 208,004         140,680   67,324
Equity-based compensation 123,037 $ 31     121,883     1,123
Equity-based compensation (in shares)   3,123,395            
Other comprehensive income (loss) (453)           (378) (75)
Dividends declared and distributions (313,827)       49,601 (241,382)   (122,046)
Treasury Stock Purchases $ (33,473)     $ (33,473)        
Treasury stock purchases (in shares) (718,699)     (718,699)        
Exercise of Stock options $ 6,846 $ 3     6,843      
Exercise of stock options (in shares)   351,904            
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges 30,608 $ 94 $ (94)   28,171     2,437
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges (in shares)   9,392,754 (9,392,754)          
Equity-based payments to non-employees 4,277       4,277      
Other (677)             (677)
Other (in shares)     (26,118)          
Balance at end of the period at Dec. 31, 2018 371,753 $ 470 $ 105 $ (56,661) 697,938 (237,782) 291 (32,608)
Balance at end of the period (in shares) at Dec. 31, 2018   47,031,095 10,493,358 (1,426,115)        
Changes in Equity                
Net income (loss) 135,692         105,095   30,597
Equity-based compensation 124,212 $ 44     123,958     210
Equity-based compensation (in shares)   4,399,851            
Other comprehensive income (loss) 1,452           1,141 311
Dividends declared and distributions (209,178)       33,299 (191,505)   (50,972)
Treasury Stock Purchases $ (51,175)     $ (51,175)        
Treasury stock purchases (in shares) (1,331,443)     (1,331,443)        
Exercise of Stock options $ 21,472 $ 13     21,459      
Exercise of stock options (in shares)   1,285,533            
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges 430 $ 1 $ (1)   (1,580)     2,010
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges (in shares)   61,936 (61,936)          
Equity-based payments to non-employees 729       729      
Other (1,560)       (3,012)     1,452
Other (in shares)   (4,798) (33,507)          
Balance at end of the period at Dec. 31, 2019 $ 393,827 $ 528 $ 104 $ (107,836) $ 872,791 $ (324,192) $ 1,432 $ (49,000)
Balance at end of the period (in shares) at Dec. 31, 2019   52,773,617 10,397,915 (2,757,558)        
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Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Class A Common Stock      
Dividends declared per share of Class A common stock $ 3.25 $ 4.88 $ 2.48
v3.19.3.a.u2
Organization and Basis of Presentation
12 Months Ended
Dec. 31, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization and Basis of Presentation

1.

ORGANIZATION AND BASIS OF PRESENTATION

Moelis & Company and its consolidated subsidiaries (the “Company,” “we,” “our,” or “us”) is a leading global investment bank incorporated in Delaware. Prior to the Company’s IPO, the business operated as a Delaware limited partnership that commenced operations during 2007. Following the IPO, the operations are owned by Moelis & Company Group LP (“Group LP”), a U.S. Delaware limited partnership, and Group LP is controlled by Moelis & Company. Moelis & Company’s shareholders are entitled to receive a portion of Group LP’s economics through their direct ownership interests in shares of Class A common stock of Moelis & Company. The noncontrolling interest owners of Group LP (not Moelis & Company) receive economics of the operations primarily through their ownership interests in Group LP partnership units.

The Company’s activities as an investment banking advisory firm constitute a single business segment offering clients, including corporations, governments and financial sponsors, a range of advisory services with expertise across all major industries in mergers and acquisitions, recapitalizations and restructurings and other corporate finance matters.

Basis of Presentation—The consolidated financial statements of Moelis & Company include its partnership interests in Group LP, its equity interest in the sole general partner of Group LP, Moelis & Company Group GP LLC (“Group GP”), and its interests in its subsidiaries. Moelis & Company will operate and control all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Group GP. The Company operates through the following subsidiaries:

 

Moelis & Company LLC (“Moelis U.S.”), a Delaware limited liability company, a registered broker‑dealer with the U.S. Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

 

Moelis & Company International Holdings LLC (“Moelis International”), a Delaware limited liability company, owns the following entities and investments, directly or indirectly:

 

Moelis & Company UK LLP (“Moelis UK”), a limited liability partnership registered under the laws of England and Wales. In addition to the United Kingdom, Moelis UK maintains operations through the following branches:

 

Moelis & Company UK LLP, French Branch (French branch)

 

Moelis & Company Europe Limited, Frankfurt am Main Branch (German branch)

 

Moelis & Company UK LLP, DIFC Branch (Dubai branch)

 

Moelis & Company Asia Limited (“Moelis Asia”), a limited company incorporated in Hong Kong licensed under the Hong Kong Securities and Futures Ordinance to provide financial advisory services. In addition to Hong Kong, Moelis Asia maintains operations in Beijing China through a wholly‑owned Chinese subsidiary, Moelis & Company Consulting (Beijing) Company Limited.

 

Moelis & Company Netherlands BV, a private limited company incorporated in Amsterdam, Netherlands.

 

Moelis & Company India Private Limited, a private limited company incorporated in Mumbai, India.

 

Moelis & Company Assessoria Financeira Ltda. (“Moelis Brazil”), a limited liability company incorporated in São Paulo, Brazil.

 

An equity method investment in Moelis Australia Limited (“Moelis Australia”), a public company listed on the Australian Securities Exchange.

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Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting—The Company prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the combined operations, assets and liabilities of the Company.

Consolidation—The Company’s policy is to consolidate (i) entities, other than limited partnerships, in which it has a controlling financial interest, (ii) variable interest entities where the Company has a variable interest and is deemed to be the primary beneficiary and (iii) limited partnerships where the Company has ownership of the majority of voting interests. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting in which it records in earnings its share of income or losses of the entity. All intercompany balances and transactions with the Company’s subsidiaries have been eliminated in consolidation.

Use of Estimates—The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.

In preparing the consolidated financial statements, management makes estimates and assumptions regarding:

 

the adequacy of the allowance for doubtful accounts;

 

the assessment of whether revenues from variable consideration should be constrained due to the probability of a significant revenue reversal;

 

the assessment of probable lease terms and the measurement of the present value of such obligations;

 

the measurement and realization of deferred taxes;

 

the measurement of amount due pursuant to tax receivable agreement;

 

the measurement and vesting of equity‑based compensation; and

 

other matters that affect the reported amounts and disclosures of contingencies in the financial statements.

Cash, Cash Equivalents and Restricted Cash— 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.

The Company’s cash is maintained in U.S. and non-U.S. bank accounts, of which most bank account balances had little or no insurance coverage (most balances are held in U.S. and U.K. accounts which exceeded the U.S. Federal Deposit Insurance Corporation and U.K. Financial Services Compensation Scheme coverage limits). The Company’s cash equivalents are invested primarily in U.S. Treasury instruments, government securities money markets and government debt securities.

The Company’s restricted cash is comprised of collateral deposits primarily held by certain non-U.S. subsidiaries. These deposits are required for certain direct debit accounts and are also used to satisfy future medical claims. A reconciliation of the Company’s cash, cash equivalents and restricted cash as of December 31, 2019 and 2018, is presented below.

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Cash

 

$

 

71,798

 

 

$

 

59,705

 

Cash equivalents

 

 

 

96,014

 

 

 

 

201,395

 

Restricted cash

 

 

 

760

 

 

 

 

671

 

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

 

$

 

168,572

 

 

$

 

261,771

 

 

Receivables—The accompanying consolidated statements of financial condition present accounts receivable balances net of allowance for doubtful accounts based on the Company’s assessment of the collectability of customer accounts.

Included in the accounts receivable balances at December 31, 2019 and 2018 were $19,879 and $26,738 of long term receivables related to private funds advisory capital raising engagements, which are generally paid in installments over a period of three to four years. These long term receivables generated interest income of $990, $653 and $408 for the years ended December 31, 2019, 2018 and 2017, respectively.

The Company maintains an allowance for doubtful accounts that, in management’s opinion, provides for an adequate reserve to cover losses that may be incurred. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to the Company.

After concluding that a reserved accounts receivable is no longer collectible, the Company will charge‑off the receivable. This is determined based on several factors including the age of the accounts receivable and the credit worthiness of the customer. This has the effect of reducing both the gross receivable and the allowance for doubtful accounts.

Deferred Compensation—Deferred compensation costs represent arrangements with certain employees whereby cash payments are subject to a required period of service subsequent to payment by the Company. These amounts are charged to expenses over the period that the employee is required to provide services in order to vest in the payment.

Financial Instruments at Fair Value—Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily‑available actively quoted prices or for which fair value can be measured from actively‑quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:

Level 1—Quoted prices (unadjusted) are available in active markets for identical instruments that the Company has the ability to access as of the reporting date. The Company, to the extent that it holds such instruments, does not adjust the quoted price for these instruments, even in situations in which the Company holds a large position and a sale could reasonably affect the quoted price.

Level 2—Pricing inputs are observable for the instruments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level 1. Fair value is determined through the use of models or other valuation methodologies.

Level 3—Pricing inputs are unobservable for the instruments and include situations where there is little, if any, market activity for the investments. The inputs into the determination of fair value require significant judgment or estimation by the Company’s management.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the instrument.

For level 3 investments in which pricing inputs are unobservable and limited market activity exists, management’s determination of fair value is based on the best information available, may incorporate management’s own assumptions and involves a significant degree of judgment.

Effective January 1, 2018, the Company adopted ASU 2016-01, using the modified retrospective approach. As a result, a cumulative adjustment was recorded which decreased retained earnings and increased accumulated other comprehensive income by $317 as of January 1, 2018. The adjustment is related to the accumulated unrealized losses in fair value of an equity investment as of December 31, 2017. No prior periods were adjusted as a result of this change in accounting policy. The adoption of ASU 2016-01 requires that changes in fair value of equity investments measured at fair value be recognized in net income prospectively. For each period where a consolidated statement of operations is presented, the Company will disclose the portion of realized and/or unrealized gains and losses related to equity investments held at the reporting date or sold during the period.

Effective September 30, 2018, the Company early adopted ASU 2018-13. As a result, the Company removed its disclosures of the amounts of and reasons for transfers between level 1 and level 2 fair value investments. Level 3 fair value investments that are acquired in the future will not require disclosures of the valuation process but will require disclosure of unrealized gains and losses and the range and weighted average of significant unobservable inputs used to determine the fair value of the level 3 investment.

Equity Method Investments—The Company accounts for its equity method investments under the equity method of accounting as the Company does not control these entities but has the ability to exercise significant influence. The amounts recorded in investments on the consolidated statements of financial condition reflect the Company’s share of contributions made to, distributions received from, and the equity earnings and losses of, the investments. The Company reflects its share of gains and losses of the investment in other income and expenses in the consolidated statements of operations using the most recently available earnings data at the end of the period.

Leases — The Company maintains operating leases for corporate offices and an aircraft. The Company determines if a contract contains a lease at inception. Operating leases are recorded as right-of-use (“ROU”) assets and lease liabilities on the consolidated statements of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the lease commencement date and are measured at the present value of anticipated lease payments over the lease term. The operating lease ROU assets are equal to the lease liabilities, adjusted for certain lease incentives, accrued rents, and prepaid rents. Typically, our borrowing rate is used to determine the present value of lease payments because the implicit rate is not readily determinable. Our lease terms may include options to extend or terminate the lease. These options are factored into our present value calculations when it is reasonably certain that such options will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term.

Adoption of ASU 2016-02

In February 2016, the FASB issued Accounting Standards Update 2016-02—Leases (“ASU 2016-02”) to improve transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Additionally, in July 2018, the FASB issued ASU 2018-11 which permits entities to apply the requirements of ASU 2016-02 as of the adoption date, as opposed to the earliest comparative period disclosed.

The Company adopted both standards as of January 1, 2019, and is applying the requirements of ASU 2016-02 as of the adoption date instead of the earliest comparative period disclosed. In addition, we elected to use certain practical expedients to assist in our transition and are not reassessing the identification and classification of leases upon adoption. Upon adoption, the Company recorded lease liabilities and corresponding ROU assets of $63,252. The ROU assets were adjusted for prepaid rent and accrued rent, which reduced our opening balances of prepaid expenses and other assets and other liabilities by $1,666 and $7,139, respectively. The adoption of ASU 2016-02 did not have a material impact to our consolidated statements of operations.

Equipment and Leasehold Improvements—Office equipment and furniture and fixtures are stated at cost less accumulated depreciation, which is determined using the straight‑line method over the estimated useful lives of the assets, ranging from three to seven years, respectively. Leasehold improvements are stated at cost less accumulated amortization, which is determined using the straight‑line method over the lesser of the term of the lease or the estimated useful life of the asset.

Major renewals and improvements are capitalized and minor replacements, maintenance and repairs are charged to expenses as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation or amortization are removed from the consolidated statements of financial condition and any gain or loss is reflected in the consolidated statements of operations.

Deferred Tax Asset and Amount Due Pursuant to Tax Receivable Agreement –In conjunction with the IPO, the Company was treated for U.S. federal income tax purposes as having directly purchased Class A partnership units in Group LP from the existing unitholders. Additional Group LP Class A partnership units may be exchanged for shares of Class A common stock in the Company. The initial purchase and future exchanges are expected to result in an increase in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP. These increases in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP would not have been available but for the initial purchase and future exchanges. Such increases in tax basis are likely to increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income tax the Company would otherwise be required to pay in the future. As a result, the Company records a deferred tax asset for such increase in tax basis.

The Company has entered into a tax receivable agreement with its eligible Managing Directors that will provide for the payment by the Company to its eligible Managing Directors of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes as a result of (a) the increases in tax basis attributable to exchanges by its eligible Managing Directors and (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of this tax receivable agreement. The Company expects to benefit from the remaining 15% of cash savings, if any, in income tax that it realizes and record any such estimated tax benefits as an increase to additional paid‑in‑capital. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that it would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Group LP as a result of the exchanges and had it not entered into the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the tax receivable agreement for an amount based on an agreed value of payments remaining to be made under the agreement. The Company has recorded the estimated tax benefits related to the increase in tax basis and imputed interest as a result of the initial purchase and subsequent exchanges described above as a deferred tax asset in the consolidated statements of financial condition. The amount due to its eligible Managing Directors related to the tax receivable agreement as a result of the initial purchase and subsequent exchanges described above is recorded as amount due pursuant to tax receivable agreement in the consolidated statements of financial condition. The amounts recorded for the deferred tax asset and the liability for our obligations under the tax receivable agreement are estimates. Any adjustments to our estimates subsequent to their initial establishment will be included in net income (loss). Future exchanges of Class A partnership units in Group LP for Class A common shares in the Company will be accounted for in a similar manner.

Revenue and Expense Recognition— We earn substantially all of our revenues from advisory engagements and, in many cases, we are not paid until the completion of an underlying transaction. The Company recognizes revenues from providing advisory services when or as our obligations are fulfilled and collection is reasonably assured. The vast majority of our advisory revenues, which include reimbursements for certain out-of-pocket expenses, are recognized over time; however, a small number of transactions may be recognized at a point in time. We provide our advisory service on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. During such engagements, our clients are continuously benefitting from our counsel and the over time recognition matches the transfer of such benefits. However, the recognition of transaction fees is constrained until substantially all services have been provided, specified conditions have been met and it is probable that a significant reversal of revenue will not occur in a future period. Upfront fees and retainers specified in our engagement letters that meet the over time criteria will be recognized on a systematic basis over the estimated period where the related services are performed. Revenues may be recognized at a point in time if the engagement represents a singular objective that does not transfer any notable value until formally completed, such as when issuing a fairness opinion. In these instances, the point in time recognition appropriately matches the transfer and consumption of our services.

Incremental costs of obtaining a contract are expensed as incurred since such costs are generally not recoverable and the typical duration of our advisory contracts is less than one year. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing our advisory services and are typically expensed as incurred, except where the transfer and consumption of our services occurs at a point in time. For engagements recognized at a point in time, out-of-pocket expenses are capitalized and subsequently expensed in the consolidated statement of operations upon completion of the engagement. The Company records deferred revenues when it receives fees from clients that have not yet been earned (e.g. an upfront fee) or when the Company has an unconditional right to consideration before all performance obligations are complete (e.g. upon satisfying conditions to earn an announcement fee, but before the transaction is consummated).

Complications that may terminate or delay a transaction include failure to agree upon final terms with the counterparty, failure to obtain required regulatory consents, failure to obtain board or stockholder approvals, failure to secure financing, adverse market conditions or unexpected operating or financial problems related to either party to the transaction. In these circumstances, we often do not receive advisory fees that would have been received if the transaction had been completed, despite the fact that we may have devoted considerable time and resources to the transaction. Barriers to the completion of a restructuring transaction may include a lack of anticipated bidders for the assets of our client, the inability of our client to restructure its operations, or indebtedness due to a failure to reach agreement with its creditors. In these circumstances, our fees are generally limited to monthly retainer fees and reimbursement of certain out-of-pocket expenses.

We do not allocate our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For example, a restructuring engagement may evolve to require a sale of all or a portion of the client, M&A assignments can develop from relationships established on prior restructuring engagements, and capital markets expertise can be instrumental on both M&A and restructuring assignments.

Adoption of ASU 2014-09

Effective January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers”, and all related amendments (“Topic 606”) using the modified retrospective method for all contracts. The adoption of the new standard requires the Company to present reimbursable expenses gross in revenues and expenses and to use new revenue recognition patterns as discussed below in the policy. Prior to adoption, client expenses were recorded net of reimbursements. As a result, a cumulative adjustment was recorded which increased the opening balance of accrued and other receivables and retained earnings by $3,722 for outstanding reimbursable expenses at December 31, 2017, which would have been recognized as revenues under the new standard. The tax effect of this adjustment decreased retained earnings by $567, resulting in a net increase to the opening balance of retained earnings of $3,155. No prior periods were adjusted as a result of this change in accounting policy.

The adoption of Topic 606 may result in the recognition of revenue in certain circumstances earlier as compared with the time prior to the adoption of Topic 606 where revenues were generally recognized upon the closing date of a transaction. In contrast, Topic 606 requires revenues from variable transaction fees to be recognized when all material conditions for completion have been met and it is probable that a significant revenue reversal will not occur in a future period. Revenues subject to this timing difference in recognition will require significant judgment and could be material to any given reporting period.

Equity‑based Compensation—The Company recognizes the cost of services received in exchange for equity instrument awards. The cost is based on its grant‑date fair value using quoted market prices at the time of grant amortized over the service period required by the award’s vesting terms. The Company records as treasury stock shares repurchased from its employees for the purpose of settling tax liabilities incurred upon the vesting of restricted stock units (“RSUs”). The Company records dividends in kind, net of forfeitures, on outstanding RSUs as a reduction of retained earnings with a corresponding increase in additional paid-in capital, resulting in no net change to equity. Dividends in kind on RSUs are subject to the same vesting conditions as the underlying RSUs on which they were accrued. Dividends in kind will be forfeited if the underlying award does not vest.

The Company has a retirement plan whereby a retiring employee generally will not forfeit certain qualifying incentive RSUs granted during employment if at retirement the employee meets certain requirements. For qualifying awards issued prior to December 1, 2016, the employee must (i) be at least 54 years old and (ii) have provided at least 8 consecutive years of service to the Company. For qualifying awards issued on or after December 1, 2016, (i) the employee must be at least 56 years old, (ii) the employee must have provided at least 5 consecutive years of service to the Company and (iii) the total of (i) and (ii) must be equal to at least 65 years. Any such RSUs will continue to vest on their applicable vesting schedule, subject to noncompetition and other terms. Over time a greater number of employees may become retirement eligible and the related requisite service period over which we will expense these awards will be shorter than the stated vesting period. Any unvested RSUs are eligible to receive dividends in kind; however, the right to dividends in kind will be forfeited if the underlying award does not vest.

Effective January 1, 2017, the Company adopted a change in accounting policy in accordance with Accounting Standards Update 2016-09, to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative decrease to retained earnings and an increase in additional paid-in capital (“APIC”) of $4,855 as of January 1, 2017. The tax effect of this adjustment increased deferred tax assets and retained earnings by $658. No prior periods were adjusted as a result of this change in accounting policy.

Effective January 1, 2019, the Company adopted ASU 2018-07, “Compensation—Stock Compensation” (“ASU 2018-07”) using the modified retrospective method. The adoption of this new standard generally requires the accounting for equity-based payments to nonemployees to be consistent with the accounting for employees. As a result, the Company will recognize the cost of services received from a nonemployee in exchange for an equity instrument based on the award’s grant-date fair value. Unsettled equity-based payments to nonemployees have been remeasured at fair value as of the adoption date. No adjustment to the opening balance of retained earnings was required.

Income Taxes—The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated statements of financial condition as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more‑likely‑than‑not that some portion or all of the deferred tax assets will not be realized.

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 years ended December 31, 2019, 2018 and 2017, 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 years ended December 31, 2019, 2018 and 2017, no such amounts were recorded.

The Company recognizes excess tax benefits and deficiencies as income tax benefits or expenses in the consolidated statement of operations. These are reflected in accounts payable, accrued expenses and other liabilities within the consolidated statement of cash flows.

Foreign Currency Translation—Assets and liabilities held in non‑U.S. dollar denominated currencies are translated into U.S. dollars at exchange rates in effect at the end of the reporting period. Revenues and expenses are translated at average exchange rates during the reporting period. A charge or credit is recorded to other comprehensive income to reflect the translation of these amounts to the extent the non‑U.S. currency is designated the functional currency of the subsidiary. Non‑functional currency related transaction gains and losses are immediately recorded in the consolidated statements of operations.

v3.19.3.a.u2
Recent Accounting Pronouncements
12 Months Ended
Dec. 31, 2019
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]  
Recent Accounting Pronouncements

3.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology for financial instruments with the current expected credit loss (CECL) model which requires estimates of future credit losses based on reasonable supporting information, such as historical experience and current conditions. The Company plans to stratify its accounts receivable based on term length and utilize the specific identification and aging methods to formulate separate reserves on these populations. ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application is permitted. We do not anticipate any material changes to our consolidated financial statements.

In August 2018, the FASB issued Accounting Standards Update No. 2018-15, “Goodwill and Other —Internal Use Software” (“ASU 2018-15”). ASU 2018-15 clarifies the appropriate accounting for implementation, setup, and other upfront costs for cloud computing service contracts. The amendment aligns the requirements for capitalizing implementation costs incurred in cloud computing arrangements with the requirements for capitalizing costs to develop or obtain internal-use software. ASU 2018-15 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. Upon initial evaluation, the Company expects to capitalize future implementation costs of certain cloud computing arrangements, but does not anticipate such amounts to be material to our consolidated financial statements.

In March 2019, the FASB issued Accounting Standards Update No. 2019-01, “Leases” (“ASU 2019-01”). ASU 2019-01 enhances the guidance in ASC 842 surrounding the fair value of underlying assets for lessors, presentation of sales-type and direct financing leases on the statement of cash flows, and transition guidance surrounding accounting changes and error corrections. ASU 2019-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is permitted. Upon initial evaluation, we do not anticipate any material changes to our consolidated financial statements.

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, “Income Taxes” (“ASU 2019-12”). ASU 2019-12 reduces the complexity of accounting for income taxes. Specifically, this update removes several exceptions under ASC 740 including an exception to the general methodology of calculating income tax in an interim period where the year-to-date loss exceeds the expected loss for the year. ASU 2019-12 also adds several requirements to ASC 740 including requiring that an entity reflect the impact of changes in tax laws in the interim period of the enactment date. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early application is permitted. Upon initial evaluation, we do not anticipate any material changes to our consolidated financial statements.

v3.19.3.a.u2
Equity Method Investment
12 Months Ended
Dec. 31, 2019
Equity Method Investments And Joint Ventures [Abstract]  
Equity Method Investment

4.

EQUITY METHOD INVESTMENT

Moelis Australia

On April 1, 2010, the Company entered into a 50-50 joint venture in Moelis Australia Holdings PTY Limited, investing a combination of cash and certain net assets in exchange for its interests. On April 10, 2017, Moelis Australia Holdings PTY Limited consummated their initial public offering and became listed on the Australian Securities Exchange as Moelis Australia Limited (ASX: MOE). As a result of the offering, the Company recognized a gain of approximately $15,170 during the year ended December 31, 2017, recorded in other income and expenses on the consolidated statement of operations. As a result of the offering, the Company’s ownership interest in Moelis Australia was diluted and continues to be accounted for under the equity method of accounting. Contemporaneous with the offering, Moelis Australia agreed to terminate an asset management related revenue sharing agreement resulting in a payment to a third party, of which the Company recognized a charge of approximately $2,400 in income (loss) from equity method investments during the year ended December 31, 2017.

On March 20, 2017, Moelis Australia declared a dividend, of which the Company received $11,672 on April 18, 2017. The Company accounted for the dividend as a return on investment and reduced the carrying value of the investment in Moelis Australia by $11,672 on April 18, 2017.

On September 13, 2017 and October 30, 2017, Moelis Australia completed offerings of 11,940,000 and 10,060,000 shares of common stock, respectively, to raise additional capital. The issuance of shares further reduced Moelis & Company’s ownership interest in Moelis Australia. These shares were issued at a fair value greater than the carrying value of the ownership interest disposed, resulting in gains of approximately $14,429 and $9,680, during the third and fourth quarter of 2017, respectively, recorded in other income on the consolidated statement of operations.

Moelis Australia issued additional shares during 2017 related to acquisitions, which further reduced Moelis & Company’s ownership interest in Moelis Australia. The shares were issued at a fair value greater than the carrying value of the ownership interest disposed, resulting in a gain of approximately $2,372 during the year ended December 31, 2017, recorded in other income and expenses on the consolidated statement of operations.

On February 20, 2019 and February 20, 2018, Moelis Australia declared dividends, of which the Company received $2,848 and $2,737 on March 6, 2019 and March 7, 2018, respectively. The Company accounted for the dividends as a return on investment and reduced the carrying value of the investment in Moelis Australia by $2,848 and $2,737, respectively.

On September 2, 2019 and November 4, 2019, the Company sold 12.5 million and 8.0 million shares of Moelis Australia common stock, respectively. These transactions resulted in gains of $12,631 and $8,083, respectively, recorded in other income and expenses on the consolidated statements of operations. As a result, the Company’s ownership interest in Moelis Australia was reduced.

The balances of the Company’s equity method investment as of December 31, 2019 and December 31, 2018 were $38,944 and $46,897, respectively, and are included within investments on the consolidated statements of financial condition. The Company’s share of earnings on this investment is recorded in other income and expenses on the consolidated statements of operations.

Certain adjustments have been made to account for the Company’s equity method investment in Moelis Australia under US GAAP as Moelis Australia Limited follows local accounting principles under Australian Accounting Standards.

Summary financial information related to Moelis Australia is as follows:

 

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

2017

 

Total revenues

$

 

106,894

 

 

$

 

91,222

 

 

$

 

83,602

 

Total expenses

 

 

(90,558

)

 

 

 

(69,688

)

 

 

 

(62,187

)

Net Income (loss)

$

 

16,336

 

 

$

 

21,534

 

 

$

 

21,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

Total assets

$

 

360,035

 

 

$

 

261,513

 

 

 

 

 

 

Total liabilities

 

 

(200,925

)

 

 

 

(91,799

)

 

 

 

 

 

Net equity

$

 

159,110

 

 

$

 

169,714

 

 

 

 

 

 

 

v3.19.3.a.u2
Equipment and Leasehold Improvements
12 Months Ended
Dec. 31, 2019
Property Plant And Equipment [Abstract]  
Equipment and Leasehold Improvements

5.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements, net consists of the following:

 

 

 

December 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Office equipment

 

$

 

13,593

 

 

$

 

11,517

 

Furniture and fixtures

 

 

 

5,054

 

 

 

 

4,533

 

Leasehold improvements

 

 

 

17,402

 

 

 

 

13,813

 

Total

 

 

 

36,049

 

 

 

 

29,863

 

Less accumulated depreciation and amortization

 

 

 

(22,057

)

 

 

 

(17,132

)

Equipment and leasehold improvements, net

 

$

 

13,992

 

 

$

 

12,731

 

 

Depreciation and amortization expenses for fixed assets totaled $4,965, $4,625 and $3,544 for the years ended December 31, 2019, 2018, and 2017, respectively.

v3.19.3.a.u2
Fair Value Measurements
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Fair Value Measurements

6.

FAIR VALUE MEASUREMENTS

The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:

Level 1—Quoted prices (unadjusted) are available in active markets for identical instruments that the Company has the ability to access as of the reporting date. The Company, to the extent that it holds such instruments, does not adjust the quoted price for these instruments, even in situations in which the Company holds a large position and a sale could reasonably affect the quoted price.

Level 2—Pricing inputs are observable for the instruments, either directly or indirectly, as of the reporting date, but are not the same as those used in level 1. Fair value is determined through the use of models or other valuation methodologies.

Level 3—Pricing inputs are unobservable for the instruments and include situations in which there is little, if any, market activity for the investments. The inputs into the determination of fair value require significant judgment or estimation by the Company’s management.

The estimated fair values of government securities money markets, U.S. Treasury instruments, and government debt securities as of December 31, 2019 and 2018 are based on quoted prices for recent trading activity in identical or similar instruments. The Company generally invests in U.S. Treasury instruments with maturities of less than twelve months. See Note 2 for further information on the Company’s fair value hierarchy.

The Company’s methodology for reclassifications impacting the fair value hierarchy is that transfers in/out of the respective category are reported at fair value as of the beginning of the period in which the reclassification occurred.

At the end of the reporting period, the Company reviews U.S. treasury instruments held to determine whether the securities are of the most recent issuance of that security with the same maturity (referred to as “on-the-run”, which is the most liquid version of the maturity band). If a U.S. treasury instrument held at the end of the reporting period was from the most recent issuance it is classified as level 1, otherwise it is referred to as “off-the-run” and is classified as level 2.

The following table summarizes the levels of the fair value hierarchy into which the Company’s financial assets fall as of December 31, 2019:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

$

 

62,949

 

 

$

 

 

$

 

62,949

 

 

$

 

Government securities money market

 

 

 

33,065

 

 

 

 

 

 

 

33,065

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

 

 

173,960

 

 

 

 

 

 

 

173,960

 

 

 

 

Common stock

 

 

 

327

 

 

 

 

327

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

270,301

 

 

$

 

327

 

 

$

 

269,974

 

 

$

 

 

 

For the twelve months ended December 31, 2019, unrealized gains of $177 were recognized in other income and expenses on the consolidated statement of operations related to common stock held at the reporting date. The cost basis of the financial assets recorded at fair value included in investments on the consolidated statement of financial condition was $173,806 as of December 31, 2019.

The following table summarizes the levels of the fair value hierarchy into which the Company’s financial assets fall as of December 31, 2018:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

$

 

110,529

 

 

$

 

100,500

 

 

$

 

10,029

 

 

$

 

Government securities money market

 

 

 

90,866

 

 

 

 

 

 

 

90,866

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

 

 

1,105

 

 

 

 

 

 

 

 

1,105

 

 

 

 

U.S. treasury instruments

 

 

 

79,395

 

 

 

 

7,977

 

 

 

 

71,418

 

 

 

 

 

Common stock

 

 

 

150

 

 

 

 

150

 

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

282,045

 

 

$

 

108,627

 

 

$

 

173,418

 

 

$

 

 

 

(1)

Consists of municipal bonds and agency bonds.

 

For the twelve months ended December 31, 2018, unrealized losses of $113 were recognized in other income and expenses on the consolidated statement of operations related to common stock held at the reporting date. The cost basis of the financial assets recorded at fair value included in investments on the consolidated statement of financial condition was $80,717 as of December 31, 2018.

v3.19.3.a.u2
Income Taxes
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes

7.

INCOME TAXES

The following table presents the U.S. and non‑U.S. components of income (loss) before income tax expense:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

U.S.

 

$

 

156,983

 

 

$

 

237,920

 

 

$

 

279,038

 

Non-U.S.

 

 

 

(9,478

)

 

 

 

532

 

 

 

 

71,313

 

Income (loss) before income taxes

 

$

 

147,505

 

 

$

 

238,452

 

 

$

 

350,351

 

 

The current and deferred components of the income tax provision for the years ended December 31, 2019, 2018, and 2017 are as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Current income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 

4,527

 

 

$

 

15,023

 

 

$

 

19,923

 

State and Local

 

 

 

3,212

 

 

 

 

7,218

 

 

 

 

4,556

 

Foreign

 

 

 

409

 

 

 

 

1,393

 

 

 

 

7,651

 

 

 

$

 

8,148

 

 

$

 

23,634

 

 

$

 

32,130

 

Deferred income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 

3,084

 

 

$

 

5,221

 

 

$

 

192,102

 

State and Local

 

 

 

613

 

 

 

 

1,087

 

 

 

 

1,538

 

Foreign

 

 

 

(32

)

 

 

 

506

 

 

 

 

(1,943

)

Total

 

$

 

11,813

 

 

$

 

30,448

 

 

$

 

223,827

 

 

The total provision for income taxes differs from the amount which would be computed by applying the appropriate statutory rate to income before income taxes as follows:

 

 

 

For the Year Ended December 31,

 

 

 

 

2019

 

 

2018

 

 

2017

 

 

Reconciliation of federal statutory tax rates

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. statutory tax rate

 

 

21.0

 

%

 

21.0

 

%

 

35.0

 

%

Increase (decrease) due to state and local taxes

 

 

4.5

 

%

 

4.0

 

%

2.7

 

%

Rate benefit as a U.S. limited partnership/flow through

 

 

-4.4

 

%

-6.1

 

%

-10.1

 

%

Estimated re-measurement impact primarily related to the Tax Act

 

 

0.0

 

%

 

0.0

 

%

 

51.7

 

%

Other income from reduction of amount due pursuant to tax receivable agreement in connection with the Tax Act

 

 

0.0

 

%

 

0.0

 

%

 

-14.6

 

%

Excess tax benefit from equity compensation delivery

 

-11.9

 

%

-5.7

 

%

 

-1.7

 

%

Foreign taxes

 

-0.4

 

%

0.4

 

%

0.7

 

%

Other

 

-0.8

 

%

-0.8

 

%

0.2

 

%

Effective income tax rate

 

 

8.0

 

%

 

12.8

 

%

 

63.9

 

%

 

Deferred income taxes reflect the net effect of temporary differences between the tax basis of an asset or liability and its reported amount in the Company’s consolidated statements of financial condition. These temporary differences result in taxable or deductible amounts in future years.

The significant components of deferred tax assets and liabilities included on the Company’s consolidated statements of financial condition are as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

Net operating loss

 

$

 

12,275

 

 

$

 

8,397

 

Step-up in tax basis in Group LP assets

 

 

 

333,221

 

 

 

 

356,069

 

Deferred compensation

 

 

 

65,742

 

 

 

 

45,875

 

Lease liability

 

 

 

39,994

 

 

 

 

 

 

 

 

 

451,232

 

 

 

 

410,341

 

Valuation allowance on NOL and other

 

 

 

(10,038

)

 

 

 

(7,014

)

Deferred tax asset

 

$

 

441,194

 

 

$

 

403,327

 

 

 

 

 

 

 

 

 

 

 

 

Right-of-use asset

 

$

 

(38,559

)

 

$

 

 

Other

 

 

 

(2,139

)

 

 

 

(468

)

Deferred tax liability

 

$

 

(40,698

)

 

$

 

(468

)

 

 

 

 

 

 

 

 

 

 

 

Net deferred tax asset

 

$

 

400,496

 

 

$

 

402,859

 

 

The Company recorded a decrease in the net deferred tax asset of $2,363 for the twelve months ended December 31, 2019, which was primarily attributable to a decrease in the step-up in tax basis in Group LP assets for the current year amortization and the vesting and delivery of equity based awards during 2019, partially offset by an increase in the deferred tax asset related to deferred compensation.  

As of December 31, 2019, the Company had accumulated net foreign operating loss carryforwards related to its international operations of approximately $50,184 for which it has recorded a deferred tax asset of $12,275. Approximately $42,632 of the operating losses (or $10,318 of the deferred tax asset) has an indefinite life and $7,552 of the operating losses (or $1,957 of the deferred tax asset) will expire on dates between 2022 and 2028.

The Company’s operations are comprised of entities that are organized as limited liability companies and limited partnerships. For U.S. federal income tax purposes, taxes related to income earned by these entities represent obligations of their interest holders. The Company is subject to U.S. corporate federal, state and local income tax on its allocable share of results of operations from Group LP.

As of December 31, 2019, the Company’s tax years for 2018, 2017 and 2016 are generally subject to examination by the tax authorities. As of December 31, 2019, the Company does not expect any material changes in its tax provision related to any outstanding current examinations. Developments with respect to such examinations are monitored on an ongoing basis and adjustments to tax liabilities are made as appropriate.

The Company has no unrecognized tax benefits for the periods ended December 31, 2019, 2018 and 2017.

v3.19.3.a.u2
Net Income (Loss) Per Share Attributable to Class A Common Shareholders
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share Attributable to Class A Common Shareholders

8.

NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO CLASS A COMMON SHAREHOLDERS

The calculations of basic and diluted net income (loss) per share attributable to holders of shares of Class A common stock for the years ended December 31, 2019, 2018 and 2017 are presented below.

 

 

 

Year Ended December 31,

 

(dollars in thousands, except per share amounts)

 

2019

 

 

2018

 

 

2017

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to holders of shares of Class A common stock—basic

 

$

 

105,095

 

 

$

 

140,680

 

 

$

 

29,400

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

 

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

Net income (loss) attributable to holders of shares of Class A common stock—diluted

 

$

 

105,095

 

 

$

 

140,680

 

 

$

 

29,400

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of Class A common stock outstanding—basic

 

 

 

50,373,874

 

 

 

 

43,216,358

 

 

 

 

30,597,058

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

 

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

Weighted average number of incremental shares issuable from unvested restricted stock, RSUs and stock options, as calculated using the treasury stock method

 

(b)

 

5,139,275

 

 

(b)

 

7,474,170

 

 

(b)

 

7,078,453

 

Weighted average shares of Class A common stock outstanding—diluted

 

 

 

55,513,149

 

 

 

 

50,690,528

 

 

 

 

37,675,511

 

Net income (loss) per share attributable to holders of shares of Class A common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 

2.09

 

 

$

 

3.26

 

 

$

 

0.96

 

Diluted

 

$

 

1.89

 

 

$

 

2.78

 

 

$

 

0.78

 

 

We have not included the impact of Class B common stock because these shares are entitled to an insignificant amount of economic participation.

(a)

Class A partnership units may be exchanged for Moelis & Company Class A common stock on a one‑for‑one basis, subject to applicable lock‑up, vesting and transfer restrictions. If all Class A partnership units were to be exchanged for Class A common stock, fully diluted Class A common stock outstanding would be 68,516,397 shares for the year ended December 31, 2019, 67,339,974 shares for the year ended December 31, 2018 and 63,647,961 shares for the year ended December 31, 2017. In computing the dilutive effect, if any, that the aforementioned exchange would have on net income (loss) per share, net income (loss) available to holders of Class A common stock would be adjusted due to the elimination of the noncontrolling interests in consolidated entities associated with the Group LP Class A partnership units (including any tax impact). For the year ended December 31, 2019, 2018 and 2017, such exchange is not reflected in diluted net income (loss) per share as the assumed exchange is not dilutive.

(b)

During the years ended December 31, 2019, 2018 and 2017, certain shares of Moelis & Company’s Class A common stock assumed to be issued pursuant to certain RSUs as calculated using the treasury stock method were antidilutive and therefore have been excluded from the calculation of diluted net income (loss) per share attributable to Moelis & Company. The additional weighted average amount of RSUs that would have been included in this calculation if the effect were dilutive would have been 64,676 units for the year ended December 31, 2019, 243 units for the year ended December 31, 2018 and 6,137 units for the year ended December 31, 2017.

v3.19.3.a.u2
Equity-Based Compensation
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

9.

EQUITY‑BASED COMPENSATION

Partnership Units

Prior to the Company’s restructuring and IPO, the business operated as a partnership and its ownership structure was comprised of common partners (principally outside investors) holding units. The common partners contributed capital to the partnership and were not subject to vesting. Units granted to Managing Directors upon joining the Company and as part of annual incentive compensation generally vested based on service over five to eight years. Certain non‑Managing Director employees were granted units as part of their incentive arrangements and these units generally vested based on service ratably over four years. In connection with the Company’s restructuring and IPO, substantially all of the Managing Director partner equity subject to vesting was accelerated. Units granted to non‑Managing Director employees were not accelerated in connection with the Company’s restructuring and IPO and continue to vest based on the original terms of the grant.

In connection with the reorganization and IPO, Group LP issued Class A partnership units to Moelis & Company and to certain existing unit holders. Following the reorganization, a Group LP Class A partnership unit (not held by Moelis & Company or its subsidiaries) is exchangeable into one share of Moelis & Company Class A common stock and represents the Company’s noncontrolling interests. As of December 31, 2019, partners held 12,958,022 Group LP partnership units, 36,634 of which were unvested and will continue to vest over their service life.

In relation to the vesting of units, the Company recognized compensation expenses of $211, $1,123 and $2,137 for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, there was $39 of unrecognized compensation expense related to unvested Class A partnership units which is expected to be recognized over a weighted‑average period of 0.3 years, using the graded vesting method.

2014 Omnibus Incentive Plan

In connection with the IPO, the Company adopted the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”) to provide additional incentives to selected officers, employees, Managing Directors, non‑employee directors, independent contractors, partners, senior advisors and consultants. The Plan provides for the issuance of incentive stock options (“ISOs”), nonqualified stock options, stock appreciation rights (“SARs”), restricted stock, RSUs, stock bonuses, other stock‑based awards and cash awards.

Share Repurchase Plan

In the first quarter of 2015, the Board of Directors authorized the repurchase of up to $25 million of shares of Class A common stock of the Company and/or Class A partnership units of 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. In February 2019, 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. This new authorization replaced the former repurchase program and the remaining authorization under the program was eliminated. 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. The remaining balance of shares authorized for repurchase under the program was $86.4 million as of December 31, 2019.

Restricted Stock and Restricted Stock Units (RSUs)

Pursuant to the Plan and in connection with the Company’s annual compensation process and ongoing hiring process, the Company issues RSUs which generally vest over a service life of four to five years. For the years ended December 31, 2019, 2018 and 2017, the Company recognized expenses of $123,395, $120,012 and $91,598, respectively, in relation to these RSUs.

The following table summarizes activity related to restricted stock and RSUs for the years ended December 31, 2019, 2018 and 2017.

 

 

 

Restricted Stock & RSUs

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Unvested Balance at January 1,

 

 

8,761,224

 

 

$

 

37.59

 

 

 

9,357,999

 

 

$

 

30.15

 

 

 

8,504,190

 

 

$

 

26.70

 

Granted

 

 

4,384,073

 

 

 

 

44.59

 

 

 

3,376,027

 

 

 

 

54.23

 

 

 

3,348,651

 

 

 

 

37.40

 

Forfeited

 

 

(273,698

)

 

 

 

45.22

 

 

 

(127,606

)

 

 

 

38.90

 

 

 

(87,615

)

 

 

 

30.59

 

Vested

 

 

(4,457,469

)

 

 

 

34.63

 

 

 

(3,845,196

)

 

 

 

31.15

 

 

 

(2,407,227

)

 

 

 

27.10

 

Unvested Balance at December 31,

 

 

8,414,130

 

 

$

 

42.19

 

 

 

8,761,224

 

 

$

 

37.59

 

 

 

9,357,999

 

 

$

 

30.15

 

 

As of December 31, 2019, the total compensation expense related to unvested restricted stock and RSUs not yet recognized was $124,064. The weighted‑average period over which this compensation expense is expected to be recognized at December 31, 2019 is 1.4 years.

Stock Options

Pursuant to the Plan, the Company issued 3,501,881 stock options in 2014 which vest over a five‑year period. The Company estimated the fair value of stock option awards at grant using the Black‑Scholes valuation model with the following assumptions:

 

 

 

Assumptions

 

Expected life (in years)

 

 

 

6

 

Weighted-average risk free interest rate

 

 

 

1.91

%

Expected volatility

 

 

 

35

%

Dividend yield

 

 

 

2.72

%

Weighted-average fair value at grant date

 

$

 

6.70

 

 

The Company paid special dividends of $8.30, in aggregate, through December 31, 2019. As required under Section 5 of the Company’s 2014 Omnibus Incentive Plan, the Compensation Committee of the Company’s Board of Directors equitably reduced the exercise price of the Company’s outstanding options to purchase common stock by $8.30 from $25.00 per share to $16.70 per share.

The following table summarizes activity related to stock options for the years ended December 31, 2019, 2018 and 2017.

 

 

 

Stock Options Outstanding

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

Outstanding at January 1,

 

 

2,017,067

 

 

$

 

16.70

 

 

 

2,436,232

 

 

$

 

16.70

 

 

 

2,822,728

 

 

$

 

16.70

 

Exercises

 

 

(1,285,533

)

 

 

 

16.70

 

 

 

(351,904

)

 

 

 

16.70

 

 

 

(279,277

)

 

 

 

16.70

 

Forfeitures or expirations

 

 

(3,000

)

 

 

 

16.70

 

 

 

(67,261

)

 

 

 

16.70

 

 

 

(107,219

)

 

 

 

16.70

 

Outstanding at December 31,

 

 

728,534

 

 

$

 

16.70

 

 

 

2,017,067

 

 

$

 

16.70

 

 

 

2,436,232

 

 

$

 

16.70

 

 

 

For the years ended December 31, 2019, 2018 and 2017, the Company recognized expenses of $606, $1,902, and $2,560 respectively, in relation to these stock options. As of April 2019, all stock options were fully vested and all stock options will expire during April 2020.

v3.19.3.a.u2
Stockholders Equity
12 Months Ended
Dec. 31, 2019
Stockholders Equity Note [Abstract]  
Stockholders Equity

10.

STOCKHOLDERS EQUITY

Class A Common Stock

In April 2014, the Company issued 15,263,653 shares of Class A common stock in connection with the IPO and reorganization.

Since its IPO, the Company has conducted several offerings of Class A common stock in order to facilitate organized liquidity and increase the public float of its Class A common stock. The details of these offerings are displayed below. The Company did not retain any proceeds from the sale of its Class A common stock.

 

 

 

Total Shares

 

 

Total Increase in

 

Date of Offering

 

Offered

 

 

Shares Outstanding

 

November, 2014

 

 

6,325,000

 

 

 

4,511,058

 

January, 2017

 

 

5,750,000

 

 

 

5,356,876

 

July, 2017

 

 

6,000,000

 

 

 

5,680,903

 

March, 2018

 

 

5,000,000

 

 

 

4,689,295

 

August, 2018

 

 

5,000,000

 

 

 

4,685,217

 

Total

 

 

28,075,000

 

 

 

24,923,349

 

 

As of December 31, 2019, there were 52,773,617 shares of Class A common stock issued, 2,757,558 shares of treasury stock, and 50,016,059 shares outstanding. As of December 31, 2018, there were 47,031,095 shares of Class A common stock issued, 1,426,115 shares of treasury stock, and 45,604,980 shares outstanding. The changes in Class A common stock are due primarily to the IPO and offering transactions described above, in addition to the exercise of stock options and vesting of restricted stock units in connection with the Company’s annual compensation process and ongoing hiring process.

 

Class B Common Stock

In conjunction with Moelis & Company’s IPO of its Class A common stock, the Company issued 36,158,698 shares of Class B common stock. Moelis & Company Partner Holdings LP (“Partner Holdings”) holds all shares of Class B common stock, enabling it initially to exercise majority voting control over the Company. The economic rights of Class B common stock are based on the ratio of the Class B subscription price to the initial public offering price of shares of Class A common stock (.00055 to 1). Shares of Class B common stock are generally not transferrable and, if transferred other than in the limited circumstances set forth in Moelis & Company’s Amended and Restated Certificate of Incorporation, such shares shall automatically convert into a number of shares of Class A common stock, or dollar equivalent. Each share of Class B common stock may also be converted to a number of Class A shares at the option of the holder. Holders of shares of Class B common stock are entitled to receive dividends of the same type as any dividends payable on outstanding shares of Class A common stock at a ratio of .00055 to 1.

 

 

 

Class B Stock

 

 

 

 

 

 

 

 

Purchased /

 

 

 

Purchase Cost

 

Date of Offering

 

Surrendered

 

 

 

(in thousands)

 

November, 2014

 

 

4,507,453

 

 

$

 

28

 

January, 2017

 

 

5,356,876

 

 

 

 

101

 

July, 2017

 

 

5,680,903

 

 

 

 

128

 

March, 2018

 

 

4,689,295

 

 

 

 

135

 

August, 2018

 

 

4,685,217

 

 

 

 

158

 

Total

 

 

24,919,744

 

 

$

 

550

 

 

As of December 31, 2019, and December 31, 2018, 10,397,915 and 10,493,358 shares of Class B common stock were issued and outstanding, respectively, due primarily to the IPO, offering transactions, and Class B conversions described above.

Treasury Stock

During the years ended December 31, 2019 and 2018, the Company repurchased 1,331,443 and 718,699 shares, respectively. Pursuant to the Company’s share repurchase program and shares repurchased from its employees for the purpose of settling tax liabilities incurred upon the delivery of equity-based compensation awards. The result of the repurchases was an increase of $51,175 and $33,473, respectively, in the treasury stock balance on the Company’s consolidated statements of changes in equity as of December 31, 2019 and 2018.

Noncontrolling Interests

A Group LP Class A partnership unit (not held by Moelis & Company or its subsidiaries) is exchangeable into one share of Moelis & Company Class A common stock and represents the Company’s noncontrolling interests (non‑redeemable). As of December 31, 2019 and 2018, partners held 12,958,022 and 13,053,465 Group LP partnership units, respectively, representing a 21% and 22% noncontrolling interest in Moelis & Company, respectively.

Controlling Interests

Moelis & Company operates and controls all of the business and affairs of Group LP and its operating entity subsidiaries indirectly through its equity interest in Group GP, and thus the 50,016,059 shares of Class A common stock outstanding at December 31, 2019 (45,604,980 as of December 31, 2018), represents the controlling interest.

v3.19.3.a.u2
Related-Party Transactions
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
Related-Party Transactions

11.  RELATED‑PARTY TRANSACTIONS

Aircraft Lease—On August 30, 2014, a related party, Moelis & Company Manager LLC ("Manager"), acquired an aircraft with funds received solely from its managing member (Mr. Moelis). The aircraft was used and operated by the Company pursuant to a dry lease with Manager. The terms of the dry lease were comparable to the market rates of leasing from an independent third party. Pursuant to this dry lease arrangement, the lessee is obligated to bear its share of the costs of operating the aircraft. In addition, Mr. Moelis was the other lessee of the aircraft and shared the operating and related costs of the plane in proportion to his respective use pursuant to a cost sharing and operating agreement. On July 12, 2019, the Company terminated its aircraft dry lease with Manager, the lessor, and Mr. Moelis, the other lessee (the “Old Lease”) and the related cost sharing agreement with Mr. Moelis, which were set to expire by their terms on December 31, 2019, and entered into a new dry lease with Manager, the lessor, and Mr. Moelis, the other lessee (the “New Lease”) and cost sharing agreement with Mr. Moelis, which terminates on December 31, 2022. The terms of the New Lease and new cost sharing agreement are substantially similar to the Old Lease and related cost sharing agreement.

For the years ended December 31, 2019, 2018, and 2017, the Company incurred $1,674, $1,872 and $1,872 in aircraft lease costs to be paid to Manager, respectively.

Promissory Notes—As of December 31, 2019, there were $189 of unsecured promissory notes from employees held by the Company (December 31, 2018: $189). Any outstanding balances are reflected in accrued and other receivables on the consolidated statements of financial condition. The notes held as of December 31, 2019 and 2018 bear a fixed interest rate of 4.00%. During the years ended December 31, 2019, 2018 and 2017, the Company received $0, $366 and $781, respectively, of principal repayments and recognized interest income of $8, $13 and $27, respectively, on such notes, which is included in other income and expenses on the consolidated statements of operations.

Services Agreement—In connection with the Company’s IPO, the Company entered into a services agreement with a related party, Moelis Asset Management LP, whereby the Company provides certain administrative services, technology, and office space to Moelis Asset Management LP for a fee. This fee totaled $248, $537 and $1,118 for the years ended December 31, 2019, 2018 and 2017, respectively. The amount of the fee is based upon the estimated usage and related expense of all shared services between the Company and Moelis Asset Management LP during the relevant period, and will be assessed periodically by management as per the terms of the agreement. As of December 31, 2019 and 2018, the Company had no balances due from Moelis Asset Management LP.

Moelis Australia—As of December 31, 2019 and 2018, the Company had net balances due to Moelis Australia of $0 and $1,673, respectively, which are reflected in accrued and other receivables on the consolidated statements of financial condition. These balances consist of amounts due to or from Moelis Australia for advisory services performed as well as billable expenses incurred by the Company on behalf of Moelis Australia during the period. The relationship between the Company and Moelis Australia is governed by a services agreement.

Revenues—From time to time, the Company enters into advisory transactions with Moelis Asset Management LP and its affiliates. The Company earned revenues associated with such transactions of $210, $1,882 and $1,240 for the years ended December 31, 2019, 2018 and 2017, respectively.

v3.19.3.a.u2
Regulatory Requirements
12 Months Ended
Dec. 31, 2019
Regulatory Capital Requirements [Abstract]  
Regulatory Requirements

12.

REGULATORY REQUIREMENTS

Under the SEC Uniform Net Capital Rule (SEC Rule 15c3‑1) Alternative Standard under Section (a)(1)(ii), the minimum net capital requirement is $250. At December 31, 2019, Moelis U.S. had net capital of $160,401, which was $160,151 in excess of its required net capital. At December 31, 2018, Moelis U.S. had net capital of $63,099 which was $62,849 in excess of its required net capital.

Moelis U.S. does not carry customer accounts and does not otherwise hold funds or securities for, or owe money or securities to, customers and accordingly is exempt under Section (k)(2)(ii) of SEC Rule 15c3‑3.

At December 31, 2019, the aggregate regulatory net capital of Moelis UK was $11,978 which exceeded the minimum requirement by $11,922. At December 31, 2018, the aggregate regulatory net capital of Moelis UK was $23,041, which exceeded the minimum requirement by $22,984.

v3.19.3.a.u2
Commitments and Contingencies
12 Months Ended
Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

13.

COMMITMENTS AND CONTINGENCIES

Bank Line of Credit— In June 2019, the Company renewed its revolving credit facility which extended the maturity date to June 30, 2020. In May 2018, the facility was revised and the commitment amount increased to $65,000.

Borrowings on the facility bear interest at the greater of a fixed rate of 3.50% per annum or at the borrower’s option of (i) LIBOR plus 1% or (ii) Prime minus 1.50%. As of December 31, 2019 and 2018, the Company had no borrowings under the credit facility.

As of December 31, 2019, the Company’s available credit under this facility was $60,036 as a result of the issuance of an aggregate amount of $4,964 of various standby letters of credit, which were required in connection with certain office lease and other agreements. The Company incurs a 1% per annum fee on the outstanding balance of issued letters of credit.

Leases— The Company maintains operating leases for corporate offices and an aircraft with various expiration dates, some of which extend through 2036. Some leases include options to terminate or to extend the lease terms. The Company records lease liabilities measured at the present value of anticipated lease payments over the lease term, including options to extend or terminate the lease when it is reasonably certain such options will be exercised. The implicit discount rates used to determine the present value of the Company’s leases are not readily determinable, thus the Company uses its secured borrowing rate, which was determined with reference to our available credit line. See below for additional information about the Company’s leases.

 

 

 

Year Ended December 31,

($ in thousands)

 

2019

Supplemental Income Statement Information:

 

 

 

 

 

 

Operating lease cost

 

$

 

16,980

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

 

19,373

 

 

 

 

 

 

 

 

 

Other Information

 

 

 

 

 

 

Weighted-average remaining lease term - operating leases

 

 

 

14.03

 

years

Weighted-average discount rate - operating leases

 

 

 

3.53

 

%

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for lease obligations (e.g. new leases commenced during the period):

 

$

 

160,657

 

 

 

During the fourth quarter of 2019, a lease commenced to expand the Company’s workspace at its headquarters at 399 Park Avenue in New York. The commencement of this lease led to the capitalization of approximately $151 million in right-of-use assets and operating lease liabilities.

During the years ended December 31, 2018 and 2017, the Company incurred expenses relating to its operating leases of $15,965 and $15,102, respectively.

As of December 31, 2019, the future sublease income and maturities of our operating lease liabilities are as follows:

 

Fiscal year ended

 

 

Sublease Income

 

 

Operating Lease Payments

 

2020

 

$

 

(878

)

 

$

 

16,085

 

2021

 

 

 

(878

)

 

 

 

18,662

 

2022

 

 

 

(878

)

 

 

 

23,424

 

2023

 

 

 

(878

)

 

 

 

20,428

 

2024

 

 

 

(878

)

 

 

 

18,791

 

Thereafter

 

 

 

(439

)

 

 

 

191,474

 

Total payments

 

$

 

(4,829

)

 

$

 

288,864

 

 

 

 

 

 

 

 

 

 

 

 

Less: Tenant improvement allowances

 

 

 

 

(22,852

)

Less: Present value adjustment

 

 

 

 

(68,387

)

Net lease liability

 

 

$

 

197,625

 

 

In accordance with ASC 840, the future minimum rental payments under the operating leases in place at December 31, 2018 are as follows:

 

Fiscal year ended

 

Operating Leases

 

 

Sublease Income

 

 

Net Minimum Payments

 

2019

 

$

 

19,742

 

 

$

 

(530

)

 

$

 

19,212

 

2020

 

 

 

13,836

 

 

 

 

(849

)

 

 

 

12,987

 

2021

 

 

 

8,682

 

 

 

 

(849

)

 

 

 

7,833

 

2022

 

 

 

8,471

 

 

 

 

(849

)

 

 

 

7,622

 

2023

 

 

 

7,090

 

 

 

 

(849

)

 

 

 

6,241

 

Thereafter

 

 

 

12,349

 

 

 

 

(1,273

)

 

 

 

11,076

 

Total

 

$

 

70,170

 

 

$

 

(5,199

)

 

$

 

64,971

 

 

Contractual Arrangements—In the normal course of business, the Company enters into contracts that contain a variety of representations and warranties and which provide indemnification for specified losses, including certain indemnification of certain officers, directors and employees.

Legal—In the ordinary course of business, from time to time the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, government agencies and self-regulatory organizations conduct periodic examinations and initiate administrative proceedings regarding the Company’s business, including, among other matters, compliance, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company.

v3.19.3.a.u2
Employee Benefit Plans
12 Months Ended
Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]  
Employee Benefit Plans

14.

EMPLOYEE BENEFIT PLANS

The Company covers substantially all U.S. salaried employees with a defined contribution 401(k) plan. Each salaried employee of the Company who has attained the age of 21 is eligible to participate in the 401(k) plan on their first day of employment. Any employer contributions to the 401(k) plan are entirely at the discretion of the Company. The Company accrued expenses relating to employer matching contributions to the 401(k) plan for the years ended December 31, 2019, 2018 and 2017, in the amounts of $2,860, $2,379 and $2,264, respectively.

v3.19.3.a.u2
Revenues and Business Information
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
Revenues and Business Information

15.

REVENUES AND BUSINESS INFORMATION

The Company’s activities as an investment banking advisory firm constitute a single business segment offering clients, including corporations, governments, sovereign wealth funds and financial sponsors, a range of advisory services with expertise across all major industries in mergers and acquisitions, recapitalizations and restructurings, capital markets and other corporate finance matters.

Since the financial markets are global in nature, the Company generally manages its business based on the operating results of the enterprise taken as whole, not by geographic region. The following table disaggregates the revenues and assets based on the location of the office that generates the revenues or holds the assets, and therefore may not be reflective of the geography in which our clients are located. No client accounted for more than 10% of revenues for the years ended December 31, 2019, 2018 and 2017.

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

 

635,787

 

 

$

 

731,265

 

 

$

 

535,985

 

Europe

 

 

 

78,842

 

 

 

 

95,844

 

 

 

 

111,088

 

Rest of World

 

 

 

31,905

 

 

 

 

58,731

 

 

 

 

37,542

 

Total

 

$

 

746,534

 

 

$

 

885,840

 

 

$

 

684,615

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Assets:

 

 

 

 

 

 

 

 

 

 

United States

 

$

 

934,654

 

 

$

 

756,053

 

Europe

 

 

 

67,247

 

 

 

 

55,064

 

Rest of World

 

 

 

69,798

 

 

 

 

103,258

 

Total

 

$

 

1,071,699

 

 

$

 

914,375

 

 

As of December 31, 2019, and December 31, 2018, the Company had deferred revenues of $3,023 and $7,074, respectively. These amounts primarily consist of upfront fees and retainers for our services. During the year ended December 31, 2019, $6,405 of revenues were recognized from the opening balance of deferred revenues.

Due to the factors that may delay or terminate a transaction (see Note 2), the Company does not estimate constrained transaction fees for revenue recognition. In accordance with ASC 606-10-50-14A, quantitative disclosures of constrained variable consideration are not provided for remaining performance obligations. In addition, remaining performance obligations related to retainers, upfront fees and announcement fees are typically associated with contracts that have durations of one year or less.

v3.19.3.a.u2
Subsequent Events
12 Months Ended
Dec. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events

16.

SUBSEQUENT EVENTS

On February 4, 2020, the Board of Directors of Moelis & Company declared a special dividend of $0.75 per share in addition to a quarterly dividend of $0.51 per share. The $1.26 per share will be paid on March 27, 2020 to Class A common stockholders of record on February 18, 2020.

v3.19.3.a.u2
Schedule II-Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2019
Valuation And Qualifying Accounts [Abstract]  
Schedule II-Valuation and Qualifying Accounts

Schedule II—Valuation and Qualifying Accounts

For the Year Ended December 31, 2019

(dollars in thousands)

 

 

 

Allowance for Doubtful

 

 

 

Accounts(1)

 

 

 

2019

 

 

2018

 

 

2017

 

Balance at beginning of period

 

$

 

1,975

 

 

$

 

1,433

 

 

$

 

475

 

Additions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bad debt expense

 

 

 

2,399

 

 

 

 

1,044

 

 

 

 

2,895

 

Deductions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charge-offs of uncollectible balances

 

 

 

(286

)

 

 

 

(502

)

 

 

 

(1,937

)

Balance at end of period

 

$

 

4,088

 

 

$

 

1,975

 

 

$

 

1,433

 

(1)

Includes the allowance for doubtful accounts for both accounts receivable and other receivables.

v3.19.3.a.u2
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Basis of Accounting

Basis of Accounting—The Company prepared the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the combined operations, assets and liabilities of the Company.

Consolidation

Consolidation—The Company’s policy is to consolidate (i) entities, other than limited partnerships, in which it has a controlling financial interest, (ii) variable interest entities where the Company has a variable interest and is deemed to be the primary beneficiary and (iii) limited partnerships where the Company has ownership of the majority of voting interests. When the Company does not have a controlling interest in an entity, but exerts significant influence over the entity’s operating and financial decisions, the Company applies the equity method of accounting in which it records in earnings its share of income or losses of the entity. All intercompany balances and transactions with the Company’s subsidiaries have been eliminated in consolidation.

Use of Estimates

Use of Estimates—The preparation of consolidated financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period in which they are determined to be necessary.

In preparing the consolidated financial statements, management makes estimates and assumptions regarding:

 

the adequacy of the allowance for doubtful accounts;

 

the assessment of whether revenues from variable consideration should be constrained due to the probability of a significant revenue reversal;

 

the assessment of probable lease terms and the measurement of the present value of such obligations;

 

the measurement and realization of deferred taxes;

 

the measurement of amount due pursuant to tax receivable agreement;

 

the measurement and vesting of equity‑based compensation; and

 

other matters that affect the reported amounts and disclosures of contingencies in the financial statements.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash— 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.

The Company’s cash is maintained in U.S. and non-U.S. bank accounts, of which most bank account balances had little or no insurance coverage (most balances are held in U.S. and U.K. accounts which exceeded the U.S. Federal Deposit Insurance Corporation and U.K. Financial Services Compensation Scheme coverage limits). The Company’s cash equivalents are invested primarily in U.S. Treasury instruments, government securities money markets and government debt securities.

The Company’s restricted cash is comprised of collateral deposits primarily held by certain non-U.S. subsidiaries. These deposits are required for certain direct debit accounts and are also used to satisfy future medical claims. A reconciliation of the Company’s cash, cash equivalents and restricted cash as of December 31, 2019 and 2018, is presented below.

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Cash

 

$

 

71,798

 

 

$

 

59,705

 

Cash equivalents

 

 

 

96,014

 

 

 

 

201,395

 

Restricted cash

 

 

 

760

 

 

 

 

671

 

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

 

$

 

168,572

 

 

$

 

261,771

 

Receivables

 

Receivables—The accompanying consolidated statements of financial condition present accounts receivable balances net of allowance for doubtful accounts based on the Company’s assessment of the collectability of customer accounts.

Included in the accounts receivable balances at December 31, 2019 and 2018 were $19,879 and $26,738 of long term receivables related to private funds advisory capital raising engagements, which are generally paid in installments over a period of three to four years. These long term receivables generated interest income of $990, $653 and $408 for the years ended December 31, 2019, 2018 and 2017, respectively.

The Company maintains an allowance for doubtful accounts that, in management’s opinion, provides for an adequate reserve to cover losses that may be incurred. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, age of the accounts receivable, and the current economic conditions that may affect a customer’s ability to pay such amounts owed to the Company.

After concluding that a reserved accounts receivable is no longer collectible, the Company will charge‑off the receivable. This is determined based on several factors including the age of the accounts receivable and the credit worthiness of the customer. This has the effect of reducing both the gross receivable and the allowance for doubtful accounts.

Deferred Compensation

Deferred Compensation—Deferred compensation costs represent arrangements with certain employees whereby cash payments are subject to a required period of service subsequent to payment by the Company. These amounts are charged to expenses over the period that the employee is required to provide services in order to vest in the payment.

Financial Instruments at Fair Value

Financial Instruments at Fair Value—Fair value is generally based on quoted prices, however if quoted market prices are not available, fair value is determined based on other relevant factors, including dealer price quotations, price activity for equivalent instruments and valuation pricing models. The Company established a fair value hierarchy which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is affected by a number of factors, including the type of instrument, the characteristics specific to the instrument and the state of the marketplace (including the existence and transparency of transactions between market participants). Financial instruments with readily‑available actively quoted prices or for which fair value can be measured from actively‑quoted prices in an orderly market will generally have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed in one of the following categories (from highest to lowest) based on inputs:

Level 1—Quoted prices (unadjusted) are available in active markets for identical instruments that the Company has the ability to access as of the reporting date. The Company, to the extent that it holds such instruments, does not adjust the quoted price for these instruments, even in situations in which the Company holds a large position and a sale could reasonably affect the quoted price.

Level 2—Pricing inputs are observable for the instruments, either directly or indirectly, as of the reporting date, but are not the same as those used in Level 1. Fair value is determined through the use of models or other valuation methodologies.

Level 3—Pricing inputs are unobservable for the instruments and include situations where there is little, if any, market activity for the investments. The inputs into the determination of fair value require significant judgment or estimation by the Company’s management.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the determination of which category within the fair value hierarchy is appropriate for any given investment is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the instrument.

For level 3 investments in which pricing inputs are unobservable and limited market activity exists, management’s determination of fair value is based on the best information available, may incorporate management’s own assumptions and involves a significant degree of judgment.

Effective January 1, 2018, the Company adopted ASU 2016-01, using the modified retrospective approach. As a result, a cumulative adjustment was recorded which decreased retained earnings and increased accumulated other comprehensive income by $317 as of January 1, 2018. The adjustment is related to the accumulated unrealized losses in fair value of an equity investment as of December 31, 2017. No prior periods were adjusted as a result of this change in accounting policy. The adoption of ASU 2016-01 requires that changes in fair value of equity investments measured at fair value be recognized in net income prospectively. For each period where a consolidated statement of operations is presented, the Company will disclose the portion of realized and/or unrealized gains and losses related to equity investments held at the reporting date or sold during the period.

Effective September 30, 2018, the Company early adopted ASU 2018-13. As a result, the Company removed its disclosures of the amounts of and reasons for transfers between level 1 and level 2 fair value investments. Level 3 fair value investments that are acquired in the future will not require disclosures of the valuation process but will require disclosure of unrealized gains and losses and the range and weighted average of significant unobservable inputs used to determine the fair value of the level 3 investment.

Equity Method Investments

Equity Method Investments—The Company accounts for its equity method investments under the equity method of accounting as the Company does not control these entities but has the ability to exercise significant influence. The amounts recorded in investments on the consolidated statements of financial condition reflect the Company’s share of contributions made to, distributions received from, and the equity earnings and losses of, the investments. The Company reflects its share of gains and losses of the investment in other income and expenses in the consolidated statements of operations using the most recently available earnings data at the end of the period.

Leases

Leases — The Company maintains operating leases for corporate offices and an aircraft. The Company determines if a contract contains a lease at inception. Operating leases are recorded as right-of-use (“ROU”) assets and lease liabilities on the consolidated statements of financial condition. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease liabilities are recognized at the lease commencement date and are measured at the present value of anticipated lease payments over the lease term. The operating lease ROU assets are equal to the lease liabilities, adjusted for certain lease incentives, accrued rents, and prepaid rents. Typically, our borrowing rate is used to determine the present value of lease payments because the implicit rate is not readily determinable. Our lease terms may include options to extend or terminate the lease. These options are factored into our present value calculations when it is reasonably certain that such options will be exercised. Operating lease expense is recognized on a straight-line basis over the lease term.

Adoption of ASU 2016-02

In February 2016, the FASB issued Accounting Standards Update 2016-02—Leases (“ASU 2016-02”) to improve transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Additionally, in July 2018, the FASB issued ASU 2018-11 which permits entities to apply the requirements of ASU 2016-02 as of the adoption date, as opposed to the earliest comparative period disclosed.

The Company adopted both standards as of January 1, 2019, and is applying the requirements of ASU 2016-02 as of the adoption date instead of the earliest comparative period disclosed. In addition, we elected to use certain practical expedients to assist in our transition and are not reassessing the identification and classification of leases upon adoption. Upon adoption, the Company recorded lease liabilities and corresponding ROU assets of $63,252. The ROU assets were adjusted for prepaid rent and accrued rent, which reduced our opening balances of prepaid expenses and other assets and other liabilities by $1,666 and $7,139, respectively. The adoption of ASU 2016-02 did not have a material impact to our consolidated statements of operations.

Equipment and Leasehold Improvements

Equipment and Leasehold Improvements—Office equipment and furniture and fixtures are stated at cost less accumulated depreciation, which is determined using the straight‑line method over the estimated useful lives of the assets, ranging from three to seven years, respectively. Leasehold improvements are stated at cost less accumulated amortization, which is determined using the straight‑line method over the lesser of the term of the lease or the estimated useful life of the asset.

Major renewals and improvements are capitalized and minor replacements, maintenance and repairs are charged to expenses as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation or amortization are removed from the consolidated statements of financial condition and any gain or loss is reflected in the consolidated statements of operations.

Deferred Tax Asset and Amount Due Pursuant to Tax Receivable Agreement

Deferred Tax Asset and Amount Due Pursuant to Tax Receivable Agreement –In conjunction with the IPO, the Company was treated for U.S. federal income tax purposes as having directly purchased Class A partnership units in Group LP from the existing unitholders. Additional Group LP Class A partnership units may be exchanged for shares of Class A common stock in the Company. The initial purchase and future exchanges are expected to result in an increase in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP. These increases in the tax basis of Group LP’s assets attributable to the Company’s interest in Group LP would not have been available but for the initial purchase and future exchanges. Such increases in tax basis are likely to increase (for tax purposes) depreciation and amortization deductions and therefore reduce the amount of income tax the Company would otherwise be required to pay in the future. As a result, the Company records a deferred tax asset for such increase in tax basis.

The Company has entered into a tax receivable agreement with its eligible Managing Directors that will provide for the payment by the Company to its eligible Managing Directors of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that the Company actually realizes as a result of (a) the increases in tax basis attributable to exchanges by its eligible Managing Directors and (b) tax benefits related to imputed interest deemed to be paid by the Company as a result of this tax receivable agreement. The Company expects to benefit from the remaining 15% of cash savings, if any, in income tax that it realizes and record any such estimated tax benefits as an increase to additional paid‑in‑capital. For purposes of the tax receivable agreement, cash savings in income tax will be computed by comparing the Company’s actual income tax liability to the amount of such taxes that it would have been required to pay had there been no increase to the tax basis of the tangible and intangible assets of Group LP as a result of the exchanges and had it not entered into the tax receivable agreement. The term of the tax receivable agreement commenced upon consummation of the IPO and will continue until all such tax benefits have been utilized or expired, unless the Company exercises its right to terminate the tax receivable agreement for an amount based on an agreed value of payments remaining to be made under the agreement. The Company has recorded the estimated tax benefits related to the increase in tax basis and imputed interest as a result of the initial purchase and subsequent exchanges described above as a deferred tax asset in the consolidated statements of financial condition. The amount due to its eligible Managing Directors related to the tax receivable agreement as a result of the initial purchase and subsequent exchanges described above is recorded as amount due pursuant to tax receivable agreement in the consolidated statements of financial condition. The amounts recorded for the deferred tax asset and the liability for our obligations under the tax receivable agreement are estimates. Any adjustments to our estimates subsequent to their initial establishment will be included in net income (loss). Future exchanges of Class A partnership units in Group LP for Class A common shares in the Company will be accounted for in a similar manner.

Revenue and Expense Recognition

Revenue and Expense Recognition— We earn substantially all of our revenues from advisory engagements and, in many cases, we are not paid until the completion of an underlying transaction. The Company recognizes revenues from providing advisory services when or as our obligations are fulfilled and collection is reasonably assured. The vast majority of our advisory revenues, which include reimbursements for certain out-of-pocket expenses, are recognized over time; however, a small number of transactions may be recognized at a point in time. We provide our advisory service on an ongoing basis which, for example, may include evaluating and selecting one of multiple strategies. During such engagements, our clients are continuously benefitting from our counsel and the over time recognition matches the transfer of such benefits. However, the recognition of transaction fees is constrained until substantially all services have been provided, specified conditions have been met and it is probable that a significant reversal of revenue will not occur in a future period. Upfront fees and retainers specified in our engagement letters that meet the over time criteria will be recognized on a systematic basis over the estimated period where the related services are performed. Revenues may be recognized at a point in time if the engagement represents a singular objective that does not transfer any notable value until formally completed, such as when issuing a fairness opinion. In these instances, the point in time recognition appropriately matches the transfer and consumption of our services.

Incremental costs of obtaining a contract are expensed as incurred since such costs are generally not recoverable and the typical duration of our advisory contracts is less than one year. Costs to fulfill contracts consist of out-of-pocket expenses that are part of performing our advisory services and are typically expensed as incurred, except where the transfer and consumption of our services occurs at a point in time. For engagements recognized at a point in time, out-of-pocket expenses are capitalized and subsequently expensed in the consolidated statement of operations upon completion of the engagement. The Company records deferred revenues when it receives fees from clients that have not yet been earned (e.g. an upfront fee) or when the Company has an unconditional right to consideration before all performance obligations are complete (e.g. upon satisfying conditions to earn an announcement fee, but before the transaction is consummated).

Complications that may terminate or delay a transaction include failure to agree upon final terms with the counterparty, failure to obtain required regulatory consents, failure to obtain board or stockholder approvals, failure to secure financing, adverse market conditions or unexpected operating or financial problems related to either party to the transaction. In these circumstances, we often do not receive advisory fees that would have been received if the transaction had been completed, despite the fact that we may have devoted considerable time and resources to the transaction. Barriers to the completion of a restructuring transaction may include a lack of anticipated bidders for the assets of our client, the inability of our client to restructure its operations, or indebtedness due to a failure to reach agreement with its creditors. In these circumstances, our fees are generally limited to monthly retainer fees and reimbursement of certain out-of-pocket expenses.

We do not allocate our revenue by the type of advice we provide because of the complexity of the transactions on which we may earn revenue and our holistic approach to client service. For example, a restructuring engagement may evolve to require a sale of all or a portion of the client, M&A assignments can develop from relationships established on prior restructuring engagements, and capital markets expertise can be instrumental on both M&A and restructuring assignments.

Adoption of ASU 2014-09

Effective January 1, 2018, the Company adopted ASU 2014-09, “Revenue from Contracts with Customers”, and all related amendments (“Topic 606”) using the modified retrospective method for all contracts. The adoption of the new standard requires the Company to present reimbursable expenses gross in revenues and expenses and to use new revenue recognition patterns as discussed below in the policy. Prior to adoption, client expenses were recorded net of reimbursements. As a result, a cumulative adjustment was recorded which increased the opening balance of accrued and other receivables and retained earnings by $3,722 for outstanding reimbursable expenses at December 31, 2017, which would have been recognized as revenues under the new standard. The tax effect of this adjustment decreased retained earnings by $567, resulting in a net increase to the opening balance of retained earnings of $3,155. No prior periods were adjusted as a result of this change in accounting policy.

The adoption of Topic 606 may result in the recognition of revenue in certain circumstances earlier as compared with the time prior to the adoption of Topic 606 where revenues were generally recognized upon the closing date of a transaction. In contrast, Topic 606 requires revenues from variable transaction fees to be recognized when all material conditions for completion have been met and it is probable that a significant revenue reversal will not occur in a future period. Revenues subject to this timing difference in recognition will require significant judgment and could be material to any given reporting period.

Equity-based Compensation

Equity‑based Compensation—The Company recognizes the cost of services received in exchange for equity instrument awards. The cost is based on its grant‑date fair value using quoted market prices at the time of grant amortized over the service period required by the award’s vesting terms. The Company records as treasury stock shares repurchased from its employees for the purpose of settling tax liabilities incurred upon the vesting of restricted stock units (“RSUs”). The Company records dividends in kind, net of forfeitures, on outstanding RSUs as a reduction of retained earnings with a corresponding increase in additional paid-in capital, resulting in no net change to equity. Dividends in kind on RSUs are subject to the same vesting conditions as the underlying RSUs on which they were accrued. Dividends in kind will be forfeited if the underlying award does not vest.

The Company has a retirement plan whereby a retiring employee generally will not forfeit certain qualifying incentive RSUs granted during employment if at retirement the employee meets certain requirements. For qualifying awards issued prior to December 1, 2016, the employee must (i) be at least 54 years old and (ii) have provided at least 8 consecutive years of service to the Company. For qualifying awards issued on or after December 1, 2016, (i) the employee must be at least 56 years old, (ii) the employee must have provided at least 5 consecutive years of service to the Company and (iii) the total of (i) and (ii) must be equal to at least 65 years. Any such RSUs will continue to vest on their applicable vesting schedule, subject to noncompetition and other terms. Over time a greater number of employees may become retirement eligible and the related requisite service period over which we will expense these awards will be shorter than the stated vesting period. Any unvested RSUs are eligible to receive dividends in kind; however, the right to dividends in kind will be forfeited if the underlying award does not vest.

Effective January 1, 2017, the Company adopted a change in accounting policy in accordance with Accounting Standards Update 2016-09, to account for forfeitures as they occur. The change was applied on a modified retrospective basis with a cumulative decrease to retained earnings and an increase in additional paid-in capital (“APIC”) of $4,855 as of January 1, 2017. The tax effect of this adjustment increased deferred tax assets and retained earnings by $658. No prior periods were adjusted as a result of this change in accounting policy.

Effective January 1, 2019, the Company adopted ASU 2018-07, “Compensation—Stock Compensation” (“ASU 2018-07”) using the modified retrospective method. The adoption of this new standard generally requires the accounting for equity-based payments to nonemployees to be consistent with the accounting for employees. As a result, the Company will recognize the cost of services received from a nonemployee in exchange for an equity instrument based on the award’s grant-date fair value. Unsettled equity-based payments to nonemployees have been remeasured at fair value as of the adoption date. No adjustment to the opening balance of retained earnings was required.

Income Taxes

Income Taxes—The Company accounts for income taxes in accordance with ASC 740, “Accounting for Income Taxes” (“ASC 740”), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated statements of financial condition as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more‑likely‑than‑not that some portion or all of the deferred tax assets will not be realized.

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 years ended December 31, 2019, 2018 and 2017, 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 years ended December 31, 2019, 2018 and 2017, no such amounts were recorded.

The Company recognizes excess tax benefits and deficiencies as income tax benefits or expenses in the consolidated statement of operations. These are reflected in accounts payable, accrued expenses and other liabilities within the consolidated statement of cash flows.

Foreign Currency Translation

Foreign Currency Translation—Assets and liabilities held in non‑U.S. dollar denominated currencies are translated into U.S. dollars at exchange rates in effect at the end of the reporting period. Revenues and expenses are translated at average exchange rates during the reporting period. A charge or credit is recorded to other comprehensive income to reflect the translation of these amounts to the extent the non‑U.S. currency is designated the functional currency of the subsidiary. Non‑functional currency related transaction gains and losses are immediately recorded in the consolidated statements of operations.

v3.19.3.a.u2
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Summary of Cash, Cash Equivalents and Restricted Cash A reconciliation of the Company’s cash, cash equivalents and restricted cash as of December 31, 2019 and 2018, is presented below.

 

 

 

December 31,

 

 

 

2019

 

 

2018

 

Cash

 

$

 

71,798

 

 

$

 

59,705

 

Cash equivalents

 

 

 

96,014

 

 

 

 

201,395

 

Restricted cash

 

 

 

760

 

 

 

 

671

 

Total cash, cash equivalents, and restricted cash shown in the statement of cash flows

 

$

 

168,572

 

 

$

 

261,771

 

v3.19.3.a.u2
Equity Method Investment (Tables)
12 Months Ended
Dec. 31, 2019
Equity Method Investments And Joint Ventures [Abstract]  
Summary of Financial Information Related to Moelis Australia

Summary financial information related to Moelis Australia is as follows:

 

 

Year Ended December 31,

 

 

2019

 

 

2018

 

 

2017

 

Total revenues

$

 

106,894

 

 

$

 

91,222

 

 

$

 

83,602

 

Total expenses

 

 

(90,558

)

 

 

 

(69,688

)

 

 

 

(62,187

)

Net Income (loss)

$

 

16,336

 

 

$

 

21,534

 

 

$

 

21,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

Total assets

$

 

360,035

 

 

$

 

261,513

 

 

 

 

 

 

Total liabilities

 

 

(200,925

)

 

 

 

(91,799

)

 

 

 

 

 

Net equity

$

 

159,110

 

 

$

 

169,714

 

 

 

 

 

 

v3.19.3.a.u2
Equipment and Leasehold Improvements (Tables)
12 Months Ended
Dec. 31, 2019
Property Plant And Equipment [Abstract]  
Schedule of Equipment and Leasehold Improvements, Net

Equipment and leasehold improvements, net consists of the following:

 

 

 

December 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Office equipment

 

$

 

13,593

 

 

$

 

11,517

 

Furniture and fixtures

 

 

 

5,054

 

 

 

 

4,533

 

Leasehold improvements

 

 

 

17,402

 

 

 

 

13,813

 

Total

 

 

 

36,049

 

 

 

 

29,863

 

Less accumulated depreciation and amortization

 

 

 

(22,057

)

 

 

 

(17,132

)

Equipment and leasehold improvements, net

 

$

 

13,992

 

 

$

 

12,731

 

v3.19.3.a.u2
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
Summary of the Levels of the Fair Value Hierarchy into Which the Company's Financial Assets Fall

The following table summarizes the levels of the fair value hierarchy into which the Company’s financial assets fall as of December 31, 2019:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

$

 

62,949

 

 

$

 

 

$

 

62,949

 

 

$

 

Government securities money market

 

 

 

33,065

 

 

 

 

 

 

 

33,065

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

 

 

173,960

 

 

 

 

 

 

 

173,960

 

 

 

 

Common stock

 

 

 

327

 

 

 

 

327

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

270,301

 

 

$

 

327

 

 

$

 

269,974

 

 

$

 

 

 

The following table summarizes the levels of the fair value hierarchy into which the Company’s financial assets fall as of December 31, 2018:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

$

 

110,529

 

 

$

 

100,500

 

 

$

 

10,029

 

 

$

 

Government securities money market

 

 

 

90,866

 

 

 

 

 

 

 

90,866

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

 

 

1,105

 

 

 

 

 

 

 

 

1,105

 

 

 

 

U.S. treasury instruments

 

 

 

79,395

 

 

 

 

7,977

 

 

 

 

71,418

 

 

 

 

 

Common stock

 

 

 

150

 

 

 

 

150

 

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

282,045

 

 

$

 

108,627

 

 

$

 

173,418

 

 

$

 

 

 

(1)

Consists of municipal bonds and agency bonds.

v3.19.3.a.u2
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Schedule of U.S. and Non-U.S. Components of Income (Loss) before Income Tax Expense

The following table presents the U.S. and non‑U.S. components of income (loss) before income tax expense:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

U.S.

 

$

 

156,983

 

 

$

 

237,920

 

 

$

 

279,038

 

Non-U.S.

 

 

 

(9,478

)

 

 

 

532

 

 

 

 

71,313

 

Income (loss) before income taxes

 

$

 

147,505

 

 

$

 

238,452

 

 

$

 

350,351

 

Schedule of Current and Deferred Components of Income Tax Provision

The current and deferred components of the income tax provision for the years ended December 31, 2019, 2018, and 2017 are as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Current income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 

4,527

 

 

$

 

15,023

 

 

$

 

19,923

 

State and Local

 

 

 

3,212

 

 

 

 

7,218

 

 

 

 

4,556

 

Foreign

 

 

 

409

 

 

 

 

1,393

 

 

 

 

7,651

 

 

 

$

 

8,148

 

 

$

 

23,634

 

 

$

 

32,130

 

Deferred income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

 

3,084

 

 

$

 

5,221

 

 

$

 

192,102

 

State and Local

 

 

 

613

 

 

 

 

1,087

 

 

 

 

1,538

 

Foreign

 

 

 

(32

)

 

 

 

506

 

 

 

 

(1,943

)

Total

 

$

 

11,813

 

 

$

 

30,448

 

 

$

 

223,827

 

Reconciliation from Appropriate Statutory Rate to Income Before Income Taxes

The total provision for income taxes differs from the amount which would be computed by applying the appropriate statutory rate to income before income taxes as follows:

 

 

 

For the Year Ended December 31,

 

 

 

 

2019

 

 

2018

 

 

2017

 

 

Reconciliation of federal statutory tax rates

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. statutory tax rate

 

 

21.0

 

%

 

21.0

 

%

 

35.0

 

%

Increase (decrease) due to state and local taxes

 

 

4.5

 

%

 

4.0

 

%

2.7

 

%

Rate benefit as a U.S. limited partnership/flow through

 

 

-4.4

 

%

-6.1

 

%

-10.1

 

%

Estimated re-measurement impact primarily related to the Tax Act

 

 

0.0

 

%

 

0.0

 

%

 

51.7

 

%

Other income from reduction of amount due pursuant to tax receivable agreement in connection with the Tax Act

 

 

0.0

 

%

 

0.0

 

%

 

-14.6

 

%

Excess tax benefit from equity compensation delivery

 

-11.9

 

%

-5.7

 

%

 

-1.7

 

%

Foreign taxes

 

-0.4

 

%

0.4

 

%

0.7

 

%

Other

 

-0.8

 

%

-0.8

 

%

0.2

 

%

Effective income tax rate

 

 

8.0

 

%

 

12.8

 

%

 

63.9

 

%

Schedule of Components of Deferred Tax Assets and Liabilities

The significant components of deferred tax assets and liabilities included on the Company’s consolidated statements of financial condition are as follows:

 

 

 

For the Year Ended December 31,

 

 

 

2019

 

 

2018

 

Net operating loss

 

$

 

12,275

 

 

$

 

8,397

 

Step-up in tax basis in Group LP assets

 

 

 

333,221

 

 

 

 

356,069

 

Deferred compensation

 

 

 

65,742

 

 

 

 

45,875

 

Lease liability

 

 

 

39,994

 

 

 

 

 

 

 

 

 

451,232

 

 

 

 

410,341

 

Valuation allowance on NOL and other

 

 

 

(10,038

)

 

 

 

(7,014

)

Deferred tax asset

 

$

 

441,194

 

 

$

 

403,327

 

 

 

 

 

 

 

 

 

 

 

 

Right-of-use asset

 

$

 

(38,559

)

 

$

 

 

Other

 

 

 

(2,139

)

 

 

 

(468

)

Deferred tax liability

 

$

 

(40,698

)

 

$

 

(468

)

 

 

 

 

 

 

 

 

 

 

 

Net deferred tax asset

 

$

 

400,496

 

 

$

 

402,859

 

 

v3.19.3.a.u2
Net Income (Loss) Per Share Attributable to Class A Common Shareholders (Tables)
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Schedule of Calculations of Basic and Diluted Net Income (Loss) Per Share

The calculations of basic and diluted net income (loss) per share attributable to holders of shares of Class A common stock for the years ended December 31, 2019, 2018 and 2017 are presented below.

 

 

 

Year Ended December 31,

 

(dollars in thousands, except per share amounts)

 

2019

 

 

2018

 

 

2017

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to holders of shares of Class A common stock—basic

 

$

 

105,095

 

 

$

 

140,680

 

 

$

 

29,400

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

 

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

Net income (loss) attributable to holders of shares of Class A common stock—diluted

 

$

 

105,095

 

 

$

 

140,680

 

 

$

 

29,400

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of Class A common stock outstanding—basic

 

 

 

50,373,874

 

 

 

 

43,216,358

 

 

 

 

30,597,058

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

 

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

Weighted average number of incremental shares issuable from unvested restricted stock, RSUs and stock options, as calculated using the treasury stock method

 

(b)

 

5,139,275

 

 

(b)

 

7,474,170

 

 

(b)

 

7,078,453

 

Weighted average shares of Class A common stock outstanding—diluted

 

 

 

55,513,149

 

 

 

 

50,690,528

 

 

 

 

37,675,511

 

Net income (loss) per share attributable to holders of shares of Class A common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 

2.09

 

 

$

 

3.26

 

 

$

 

0.96

 

Diluted

 

$

 

1.89

 

 

$

 

2.78

 

 

$

 

0.78

 

 

We have not included the impact of Class B common stock because these shares are entitled to an insignificant amount of economic participation.

(a)

Class A partnership units may be exchanged for Moelis & Company Class A common stock on a one‑for‑one basis, subject to applicable lock‑up, vesting and transfer restrictions. If all Class A partnership units were to be exchanged for Class A common stock, fully diluted Class A common stock outstanding would be 68,516,397 shares for the year ended December 31, 2019, 67,339,974 shares for the year ended December 31, 2018 and 63,647,961 shares for the year ended December 31, 2017. In computing the dilutive effect, if any, that the aforementioned exchange would have on net income (loss) per share, net income (loss) available to holders of Class A common stock would be adjusted due to the elimination of the noncontrolling interests in consolidated entities associated with the Group LP Class A partnership units (including any tax impact). For the year ended December 31, 2019, 2018 and 2017, such exchange is not reflected in diluted net income (loss) per share as the assumed exchange is not dilutive.

(b)

During the years ended December 31, 2019, 2018 and 2017, certain shares of Moelis & Company’s Class A common stock assumed to be issued pursuant to certain RSUs as calculated using the treasury stock method were antidilutive and therefore have been excluded from the calculation of diluted net income (loss) per share attributable to Moelis & Company. The additional weighted average amount of RSUs that would have been included in this calculation if the effect were dilutive would have been 64,676 units for the year ended December 31, 2019, 243 units for the year ended December 31, 2018 and 6,137 units for the year ended December 31, 2017.

v3.19.3.a.u2
Equity-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Activity Related to Restricted Stock and RSUs

The following table summarizes activity related to restricted stock and RSUs for the years ended December 31, 2019, 2018 and 2017.

 

 

 

Restricted Stock & RSUs

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Unvested Balance at January 1,

 

 

8,761,224

 

 

$

 

37.59

 

 

 

9,357,999

 

 

$

 

30.15

 

 

 

8,504,190

 

 

$

 

26.70

 

Granted

 

 

4,384,073

 

 

 

 

44.59

 

 

 

3,376,027

 

 

 

 

54.23

 

 

 

3,348,651

 

 

 

 

37.40

 

Forfeited

 

 

(273,698

)

 

 

 

45.22

 

 

 

(127,606

)

 

 

 

38.90

 

 

 

(87,615

)

 

 

 

30.59

 

Vested

 

 

(4,457,469

)

 

 

 

34.63

 

 

 

(3,845,196

)

 

 

 

31.15

 

 

 

(2,407,227

)

 

 

 

27.10

 

Unvested Balance at December 31,

 

 

8,414,130

 

 

$

 

42.19

 

 

 

8,761,224

 

 

$

 

37.59

 

 

 

9,357,999

 

 

$

 

30.15

 

Schedule of Assumptions Used to Estimate the Fair Value of Stock Option Using the Black-Scholes Valuation model The Company estimated the fair value of stock option awards at grant using the Black‑Scholes valuation model with the following assumptions:

 

 

 

Assumptions

 

Expected life (in years)

 

 

 

6

 

Weighted-average risk free interest rate

 

 

 

1.91

%

Expected volatility

 

 

 

35

%

Dividend yield

 

 

 

2.72

%

Weighted-average fair value at grant date

 

$

 

6.70

 

Summary of Activity Related to Stock Options

The following table summarizes activity related to stock options for the years ended December 31, 2019, 2018 and 2017.

 

 

 

Stock Options Outstanding

 

 

 

2019

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

Outstanding at January 1,

 

 

2,017,067

 

 

$

 

16.70

 

 

 

2,436,232

 

 

$

 

16.70

 

 

 

2,822,728

 

 

$

 

16.70

 

Exercises

 

 

(1,285,533

)

 

 

 

16.70

 

 

 

(351,904

)

 

 

 

16.70

 

 

 

(279,277

)

 

 

 

16.70

 

Forfeitures or expirations

 

 

(3,000

)

 

 

 

16.70

 

 

 

(67,261

)

 

 

 

16.70

 

 

 

(107,219

)

 

 

 

16.70

 

Outstanding at December 31,

 

 

728,534

 

 

$

 

16.70

 

 

 

2,017,067

 

 

$

 

16.70

 

 

 

2,436,232

 

 

$

 

16.70

 

v3.19.3.a.u2
Stockholders Equity (Tables)
12 Months Ended
Dec. 31, 2019
Class A Common Stock  
Class Of Stock [Line Items]  
Schedule of Shares Offered and Increase in Shares Outstanding in Follow-on Offerings

 

 

 

Total Shares

 

 

Total Increase in

 

Date of Offering

 

Offered

 

 

Shares Outstanding

 

November, 2014

 

 

6,325,000

 

 

 

4,511,058

 

January, 2017

 

 

5,750,000

 

 

 

5,356,876

 

July, 2017

 

 

6,000,000

 

 

 

5,680,903

 

March, 2018

 

 

5,000,000

 

 

 

4,689,295

 

August, 2018

 

 

5,000,000

 

 

 

4,685,217

 

Total

 

 

28,075,000

 

 

 

24,923,349

 

Class B Common Stock  
Class Of Stock [Line Items]  
Schedule of Shares Offered and Increase in Shares Outstanding in Follow-on Offerings

 

 

 

Class B Stock

 

 

 

 

 

 

 

 

Purchased /

 

 

 

Purchase Cost

 

Date of Offering

 

Surrendered

 

 

 

(in thousands)

 

November, 2014

 

 

4,507,453

 

 

$

 

28

 

January, 2017

 

 

5,356,876

 

 

 

 

101

 

July, 2017

 

 

5,680,903

 

 

 

 

128

 

March, 2018

 

 

4,689,295

 

 

 

 

135

 

August, 2018

 

 

4,685,217

 

 

 

 

158

 

Total

 

 

24,919,744

 

 

$

 

550

 

v3.19.3.a.u2
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]  
Schedule of Additional Leases Information See below for additional information about the Company’s leases.

 

 

Year Ended December 31,

($ in thousands)

 

2019

Supplemental Income Statement Information:

 

 

 

 

 

 

Operating lease cost

 

$

 

16,980

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

 

19,373

 

 

 

 

 

 

 

 

 

Other Information

 

 

 

 

 

 

Weighted-average remaining lease term - operating leases

 

 

 

14.03

 

years

Weighted-average discount rate - operating leases

 

 

 

3.53

 

%

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for lease obligations (e.g. new leases commenced during the period):

 

$

 

160,657

 

 

Schedule of Future Sublease Income and Maturities of Our Operating Lease Liabilities

As of December 31, 2019, the future sublease income and maturities of our operating lease liabilities are as follows:

 

Fiscal year ended

 

 

Sublease Income

 

 

Operating Lease Payments

 

2020

 

$

 

(878

)

 

$

 

16,085

 

2021

 

 

 

(878

)

 

 

 

18,662

 

2022

 

 

 

(878

)

 

 

 

23,424

 

2023

 

 

 

(878

)

 

 

 

20,428

 

2024

 

 

 

(878

)

 

 

 

18,791

 

Thereafter

 

 

 

(439

)

 

 

 

191,474

 

Total payments

 

$

 

(4,829

)

 

$

 

288,864

 

 

 

 

 

 

 

 

 

 

 

 

Less: Tenant improvement allowances

 

 

 

 

(22,852

)

Less: Present value adjustment

 

 

 

 

(68,387

)

Net lease liability

 

 

$

 

197,625

 

Schedule of future minimum rental payments under the operating leases in place

In accordance with ASC 840, the future minimum rental payments under the operating leases in place at December 31, 2018 are as follows:

 

Fiscal year ended

 

Operating Leases

 

 

Sublease Income

 

 

Net Minimum Payments

 

2019

 

$

 

19,742

 

 

$

 

(530

)

 

$

 

19,212

 

2020

 

 

 

13,836

 

 

 

 

(849

)

 

 

 

12,987

 

2021

 

 

 

8,682

 

 

 

 

(849

)

 

 

 

7,833

 

2022

 

 

 

8,471

 

 

 

 

(849

)

 

 

 

7,622

 

2023

 

 

 

7,090

 

 

 

 

(849

)

 

 

 

6,241

 

Thereafter

 

 

 

12,349

 

 

 

 

(1,273

)

 

 

 

11,076

 

Total

 

$

 

70,170

 

 

$

 

(5,199

)

 

$

 

64,971

 

v3.19.3.a.u2
Revenues and Business Information (Tables)
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
Schedule of Geographical Distribution of Revenues and Assets

 

 

 

Year Ended December 31,

 

 

 

2019

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

 

635,787

 

 

$

 

731,265

 

 

$

 

535,985

 

Europe

 

 

 

78,842

 

 

 

 

95,844

 

 

 

 

111,088

 

Rest of World

 

 

 

31,905

 

 

 

 

58,731

 

 

 

 

37,542

 

Total

 

$

 

746,534

 

 

$

 

885,840

 

 

$

 

684,615

 

 

 

 

December 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Assets:

 

 

 

 

 

 

 

 

 

 

United States

 

$

 

934,654

 

 

$

 

756,053

 

Europe

 

 

 

67,247

 

 

 

 

55,064

 

Rest of World

 

 

 

69,798

 

 

 

 

103,258

 

Total

 

$

 

1,071,699

 

 

$

 

914,375

 

v3.19.3.a.u2
Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Cash and Cash Equivalents        
Cash $ 71,798 $ 59,705    
Cash equivalents 96,014 201,395    
Restricted cash 760 671    
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 168,572 $ 261,771 $ 213,894 $ 319,585
v3.19.3.a.u2
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jan. 01, 2019
Jan. 01, 2017
Accounting Policies [Line Items]          
Account receivables $ 19,879 $ 26,738      
Interest Income 990 653 $ 408    
Retained earnings (accumulated deficit) (324,192) (237,782)      
Accumulated other comprehensive income 1,452 (453) 1,827    
Assets and Liabilities, Lessee          
Operating Lease, Liability 197,625        
Operating lease, right-of-use asset $ 190,763        
Percentage of tax benefits payable to partners under tax receivable agreement 85.00%        
Remaining percentage of cash savings realized by the Company (as a percent) 15.00%        
Income Taxes          
Unrecognized tax benefits $ 0 $ 0 0    
Issued Prior to December 1, 2016          
Revenue and Expense Recognition and Equity-Based Compensation          
Minimum age of retiring employees required so that certain qualifying awards granted during employment will not be forfeited 54 years        
Consecutive years of service of retiring employees required so that certain qualifying awards granted during employment will not be forfeited 8 years        
Issued on or After December 1, 2016          
Revenue and Expense Recognition and Equity-Based Compensation          
Minimum age of retiring employees required so that certain qualifying awards granted during employment will not be forfeited 56 years        
Consecutive years of service of retiring employees required so that certain qualifying awards granted during employment will not be forfeited 5 years        
Minimum total age and consecutive years of service of retiring employees required so that certain qualifying awards granted during employment will not be forfeited 65 years        
ASU 2016-01          
Accounting Policies [Line Items]          
Retained earnings (accumulated deficit)     (317)    
Accumulated other comprehensive income     317    
ASU 2016-02          
Assets and Liabilities, Lessee          
Operating Lease, Liability       $ 63,252  
Operating lease, right-of-use asset       63,252  
ASU 2016-02 | Adjustment For Prepaid Rent          
Assets and Liabilities, Lessee          
Operating lease, right-of-use asset       1,666  
ASU 2016-02 | Adjustment For Accrued Rent          
Assets and Liabilities, Lessee          
Operating lease, right-of-use asset       $ 7,139  
ASU 2014-09          
Revenue and Expense Recognition and Equity-Based Compensation          
Cumulative effect on retained earnings and APIC     3,722    
Tax effect of adjustment     567    
Net change resulting from cumulative effect on retained earnings and APIC     $ 3,155    
ASU 2016-09 | Adjusted | Deferred Tax Assets          
Revenue and Expense Recognition and Equity-Based Compensation          
Tax effect of adjustment         $ 658
ASU 2016-09 | Adjusted | Retained Earnings (Accumulated Deficit)          
Revenue and Expense Recognition and Equity-Based Compensation          
Cumulative effect on retained earnings and APIC         (4,855)
Tax effect of adjustment         658
ASU 2016-09 | Adjusted | Additional Paid-in Capital          
Revenue and Expense Recognition and Equity-Based Compensation          
Cumulative effect on retained earnings and APIC         $ 4,855
Minimum          
Accounting Policies [Line Items]          
Installment Period 3 years        
Minimum | Office Equipment and Furniture and Fixtures          
Assets and Liabilities, Lessee          
Useful lives 3 years        
Maximum          
Accounting Policies [Line Items]          
Installment Period 4 years        
Maximum | Office Equipment and Furniture and Fixtures          
Assets and Liabilities, Lessee          
Useful lives 7 years        
v3.19.3.a.u2
Equity Method Investment - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Nov. 04, 2019
Sep. 02, 2019
Feb. 20, 2019
Feb. 20, 2018
Oct. 30, 2017
Sep. 13, 2017
Apr. 18, 2017
Dec. 31, 2017
Sep. 30, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Apr. 01, 2010
Equity Method Investments                          
Gain recognized by Company on issuance of shares                   $ 20,714   $ 41,652  
Return of capital from equity method investments                   2,848 $ 2,737 11,672  
Equity method investments                   $ 38,944 $ 46,897    
Corporate Joint Venture                          
Equity Method Investments                          
Ownership percentage                         50.00%
Gain recognized by Company on issuance of shares               $ 9,680 $ 14,429     15,170  
Income (loss) from equity method investments                       (2,400)  
Return of capital from equity method investments     $ 2,848 $ 2,737     $ 11,672            
Common Stock shares sold         10,060,000 11,940,000              
Gain recognized by Company on issuance of shares related to acquisitions                       $ 2,372  
Gain from sale of equity method investment $ 8,083 $ 12,631                      
Corporate Joint Venture | Common Stock                          
Equity Method Investments                          
Common Stock shares sold 8,000,000.0 12,500,000                      
v3.19.3.a.u2
Equity Method Investment - Summary of Financial Information Related to Moelis Australia (Details) - Moelis Australia Holdings - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Equity Method Investments      
Total revenues $ 106,894 $ 91,222 $ 83,602
Total expenses (90,558) (69,688) (62,187)
Net Income (loss) 16,336 21,534 $ 21,415
Total assets 360,035 261,513  
Total liabilities (200,925) (91,799)  
Net equity $ 159,110 $ 169,714  
v3.19.3.a.u2
Equipment and Leasehold Improvements - Schedule of Equipment and Leasehold Improvements, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Equipment and Leasehold Improvements, Net    
Total $ 36,049 $ 29,863
Less accumulated depreciation and amortization (22,057) (17,132)
Equipment and leasehold improvements, net 13,992 12,731
Office Equipment    
Equipment and Leasehold Improvements, Net    
Total 13,593 11,517
Furniture and Fixtures    
Equipment and Leasehold Improvements, Net    
Total 5,054 4,533
Leasehold Improvements    
Equipment and Leasehold Improvements, Net    
Total $ 17,402 $ 13,813
v3.19.3.a.u2
Equipment and Leasehold Improvements - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Property Plant And Equipment [Abstract]      
Depreciation and amortization expenses $ 4,965 $ 4,625 $ 3,544
v3.19.3.a.u2
Fair Value Measurements - Summary of the Levels of the Fair Value Hierarchy into Which the Company's Financial Assets Fall (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Fair Value Measurements    
Total financial assets $ 270,301 $ 282,045
U.S. Treasury Instruments    
Fair Value Measurements    
Cash and cash equivalents 62,949 110,529
Investments in securities 173,960 79,395
Government Debt Securities    
Fair Value Measurements    
Investments in securities   1,105
Level 1    
Fair Value Measurements    
Total financial assets 327 108,627
Level 1 | U.S. Treasury Instruments    
Fair Value Measurements    
Cash and cash equivalents   100,500
Investments in securities   7,977
Level 2    
Fair Value Measurements    
Total financial assets 269,974 173,418
Level 2 | U.S. Treasury Instruments    
Fair Value Measurements    
Cash and cash equivalents 62,949 10,029
Investments in securities 173,960 71,418
Level 2 | Government Debt Securities    
Fair Value Measurements    
Investments in securities   1,105
Government Securities Money Market    
Fair Value Measurements    
Cash and cash equivalents 33,065 90,866
Government Securities Money Market | Level 2    
Fair Value Measurements    
Cash and cash equivalents 33,065 90,866
Common Stock    
Fair Value Measurements    
Investments in securities 327 150
Common Stock | Level 1    
Fair Value Measurements    
Investments in securities $ 327 $ 150
v3.19.3.a.u2
Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Fair Value Measurements    
Investments at fair value, cost basis $ 173,806 $ 80,717
Common Stock    
Fair Value Measurements    
Unrealized gain (loss) on equity securities $ 177 $ (113)
v3.19.3.a.u2
Income Taxes - Schedule of U.S. and Non-U.S. Components of Income (Loss) Before Income Tax Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
U.S. and non-U.S. components of income (loss) before income tax expense:      
U.S. $ 156,983 $ 237,920 $ 279,038
Non-U.S. (9,478) 532 71,313
Income (loss) before income taxes $ 147,505 $ 238,452 $ 350,351
v3.19.3.a.u2
Income Taxes - Schedule of Current and Deferred Components of Income Tax Provision (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Current income taxes:      
Federal $ 4,527 $ 15,023 $ 19,923
State and Local 3,212 7,218 4,556
Foreign 409 1,393 7,651
Total 8,148 23,634 32,130
Deferred income taxes:      
Federal 3,084 5,221 192,102
State and Local 613 1,087 1,538
Foreign (32) 506 (1,943)
Income Tax Expense (Benefit), Total $ 11,813 $ 30,448 $ 223,827
v3.19.3.a.u2
Income Taxes - Schedule of Appropriate Statutory Rate to Income Before Income Taxes (Details)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Reconciliation of federal statutory tax rates      
U.S. statutory tax rate 21.00% 21.00% 35.00%
Increase (decrease) due to state and local taxes 4.50% 4.00% 2.70%
Rate benefit as a U.S. limited partnership/flow through (4.40%) (6.10%) (10.10%)
Estimated re-measurement impact primarily related to the Tax Act 0.00% 0.00% 51.70%
Other income from reduction of amount due pursuant to tax receivable agreement in connection with the Tax Act 0.00% 0.00% (14.60%)
Excess tax benefit from equity compensation delivery (11.90%) (5.70%) (1.70%)
Foreign taxes (0.40%) 0.40% 0.70%
Other (0.80%) (0.80%) 0.20%
Effective income tax rate 8.00% 12.80% 63.90%
v3.19.3.a.u2
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Significant components of deferred tax assets and liabilities:    
Net operating loss $ 12,275 $ 8,397
Step-up in tax basis in Group LP assets 333,221 356,069
Deferred compensation 65,742 45,875
Lease liability 39,994  
Gross 451,232 410,341
Valuation allowance on NOL and other (10,038) (7,014)
Deferred tax asset 441,194 403,327
Right-of-use asset (38,559)  
Other (2,139) (468)
Deferred tax liability (40,698) (468)
Net deferred tax asset $ 400,496 $ 402,859
v3.19.3.a.u2
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Taxes [Line Items]      
Decrease in the net deferred tax asset $ (2,363)    
Unrecognized tax benefits 0 $ 0 $ 0
Foreign      
Income Taxes [Line Items]      
Operating loss carryforwards 50,184    
Deferred tax assets for foreign operating loss carryforwards 12,275    
Operating loss carryforwards with indefinite life 42,632    
Deferred tax assets for operating loss carryforwards for indefinite life 10,318    
Operating loss carryforwards which expire between 2022 and 2028 7,552    
Deferred tax assets for operating loss carryforwards which expire between 2022 and 2028 $ 1,957    
v3.19.3.a.u2
Net Income (Loss) Per Share Attributable to Class A Common Shareholders - Schedule of Calculations of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Numerator:      
Net income (loss) attributable to holders of shares of Class A common stock—basic $ 105,095 $ 140,680 $ 29,400
Class A Common Stock      
Numerator:      
Net income (loss) attributable to holders of shares of Class A common stock—basic 105,095 140,680 29,400
Add (deduct) dilutive effect of:      
Net income (loss) attributable to holders of shares of Class A common stock—diluted $ 105,095 $ 140,680 $ 29,400
Denominator:      
Weighted average shares of Class A common stock outstanding—basic 50,373,874 43,216,358 30,597,058
Add (deduct) dilutive effect of:      
Weighted average number of incremental shares issuable from unvested restricted stock, RSUs and stock options, as calculated using the treasury stock method 5,139,275 7,474,170 7,078,453
Weighted average shares of Class A common stock outstanding—diluted 55,513,149 50,690,528 37,675,511
Net income (loss) per share attributable to holders of shares of Class A common stock      
Basic (in dollars per share) $ 2.09 $ 3.26 $ 0.96
Diluted (in dollars per share) $ 1.89 $ 2.78 $ 0.78
v3.19.3.a.u2
Net Income (Loss) Per Share Attributable to Class A Common Shareholders - Schedule of Calculations of Basic and Diluted Net Income (Loss) Per Share (Parenthetical) (Details) - Class A Common Stock - shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Earnings Per Share Basic [Line Items]      
Number of shares of common stock to be issued upon exchange of a partnership unit 1    
Fully diluted shares of common stock outstanding if all Class A partnership units were to be exchanged for common stock immediately following the reorganization 68,516,397 67,339,974 63,647,961
Restricted Stock and RSUs      
Earnings Per Share Basic [Line Items]      
Number of antidilutive securities excluded from calculation of diluted income (loss) per share 64,676 243 6,137
v3.19.3.a.u2
Equity-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended 69 Months Ended
Apr. 30, 2014
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2014
Dec. 31, 2019
Feb. 28, 2019
Dec. 31, 2016
Mar. 31, 2015
Nov. 09, 2014
Equity-Based Compensation                    
Compensation expenses   $ 123,395 $ 120,012 $ 91,598            
Class A Common Stock                    
Equity-Based Compensation                    
Number of shares of common stock to be issued upon exchange of a partnership unit   1       1        
Partnership Units                    
Equity-Based Compensation                    
Compensation expenses   $ 211 $ 1,123 $ 2,137            
Unrecognized compensation expenses   $ 39       $ 39        
Weighted average period to recognize unrecognized compensation expense   3 months 18 days                
Partnership and Employees                    
Equity-Based Compensation                    
Units held by partners and employees   12,958,022       12,958,022        
Unvested units held by partners and employees   36,634       36,634        
Share Repurchase Plan | Class A Common Stock                    
Equity-Based Compensation                    
Share value authorized for repurchase             $ 100,000   $ 25,000  
Value of remaining shares authorized for repurchase   $ 86,400       $ 86,400        
RSUs | Minimum                    
Equity-Based Compensation                    
Vesting period   4 years                
RSUs | Maximum                    
Equity-Based Compensation                    
Vesting period   5 years                
Restricted Stock and RSUs                    
Equity-Based Compensation                    
Unvested units held by partners and employees   8,414,130 8,761,224 9,357,999   8,414,130   8,504,190    
Unrecognized compensation expenses   $ 124,064       $ 124,064        
Weighted average period to recognize unrecognized compensation expense   1 year 4 months 24 days                
Stock Options                    
Equity-Based Compensation                    
Vesting period         5 years          
Compensation expenses   $ 606 $ 1,902 $ 2,560            
Grants (in shares) 3,501,881                  
Special dividends paid (in dollars per share)           $ 8.30        
Reduction to exercise price of options outstanding due to special dividend paid (in dollars per share)           8.30        
Exercise price (in dollars per share)   $ 16.70 $ 16.70 $ 16.70   $ 16.70   $ 16.70   $ 25.00
Stock options expiration date   2020-04                
Managing Directors | Partnership Units | Minimum                    
Equity-Based Compensation                    
Vesting period   5 years                
Managing Directors | Partnership Units | Maximum                    
Equity-Based Compensation                    
Vesting period   8 years                
Non-Managing Director Employees | Partnership Units                    
Equity-Based Compensation                    
Vesting period   4 years                
v3.19.3.a.u2
Equity-Based Compensation - Summary of Activity Related to Restricted Stock and RSUs (Details) - Restricted Stock and RSUs - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Number of Shares      
Unvested Balance at the beginning of the year 8,761,224 9,357,999 8,504,190
Granted 4,384,073 3,376,027 3,348,651
Forfeited (273,698) (127,606) (87,615)
Vested (4,457,469) (3,845,196) (2,407,227)
Unvested Balance at the end of the year 8,414,130 8,761,224 9,357,999
Weighted Average Grant Date Fair Value      
Unvested Balance at the beginning of the year $ 37.59 $ 30.15 $ 26.70
Granted 44.59 54.23 37.40
Forfeited 45.22 38.90 30.59
Vested 34.63 31.15 27.10
Unvested Balance at the end of the year $ 42.19 $ 37.59 $ 30.15
v3.19.3.a.u2
Equity-Based Compensation - Schedule of Assumptions Used to Estimate the Fair Value of Stock Option Using Black-Scholes Valuation Model (Details)
12 Months Ended
Dec. 31, 2019
$ / shares
Assumptions Used to Estimate Fair Value  
Expected life (in years) 6 years
Weighted-average risk free interest rate 1.91%
Expected volatility 35.00%
Dividend yield 2.72%
Weighted-average fair value at grant date $ 6.70
v3.19.3.a.u2
Equity-Based Compensation - Summary of Activity Related to Stock Options (Details) - Stock Options - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Number Outstanding      
Outstanding at January 1, 2,017,067 2,436,232 2,822,728
Exercises (1,285,533) (351,904) (279,277)
Forfeitures or expirations (3,000) (67,261) (107,219)
Outstanding at December 31, 728,534 2,017,067 2,436,232
Weighted-Average Exercise Price Per Share      
Outstanding at January 1, $ 16.70 $ 16.70 $ 16.70
Exercises 16.70 16.70 16.70
Forfeitures or expirations 16.70 16.70 16.70
Outstanding at December 31, $ 16.70 $ 16.70 $ 16.70
v3.19.3.a.u2
Stockholders Equity - Additional Information (Details)
$ in Thousands
1 Months Ended 12 Months Ended 63 Months Ended
Aug. 31, 2018
shares
Mar. 31, 2018
shares
Jul. 31, 2017
shares
Jan. 31, 2017
shares
Nov. 30, 2014
shares
Apr. 30, 2014
shares
Dec. 31, 2019
USD ($)
shares
Dec. 31, 2018
USD ($)
shares
Dec. 31, 2017
USD ($)
Dec. 31, 2019
shares
Class Of Stock [Line Items]                    
Treasury stock, shares             2,757,558 1,426,115   2,757,558
Treasury stock shares acquired (in shares)             1,331,443 718,699    
Treasury stock shares acquired | $             $ 51,175 $ 33,473 $ 12,258  
Number of units held by noncontrolling interest holders             12,958,022 13,053,465   12,958,022
Group LP                    
Class Of Stock [Line Items]                    
Noncontrolling interests (as a percent)             21.00% 22.00%   21.00%
Class A Common Stock                    
Class Of Stock [Line Items]                    
Aggregate stock issuance (in shares)           15,263,653        
Common stock, shares issued             52,773,617 47,031,095   52,773,617
Treasury stock, shares             2,757,558 1,426,115   2,757,558
Common stock, shares outstanding             50,016,059 45,604,980   50,016,059
Increase in shares outstanding 4,685,217 4,689,295 5,680,903 5,356,876 4,511,058         24,923,349
Number of shares of common stock to be issued upon exchange of a partnership unit             1     1
Class A Common Stock | Group LP                    
Class Of Stock [Line Items]                    
Common stock, shares outstanding             50,016,059 45,604,980   50,016,059
Class B Common Stock                    
Class Of Stock [Line Items]                    
Common stock, shares issued             10,397,915 10,493,358   10,397,915
Common stock, shares outstanding             10,397,915 10,493,358   10,397,915
Increase in shares outstanding           36,158,698        
Ratio of subscription price to the initial public offering price of shares of common stock         0.00055          
Dividends payable ratio to outstanding shares of publicly traded common stock         0.00055          
v3.19.3.a.u2
Stockholders Equity - Schedule of Shares Offered and Increase in Shares Outstanding in Follow-on Offerings (Details) - USD ($)
$ in Thousands
1 Months Ended 63 Months Ended
Aug. 31, 2018
Mar. 31, 2018
Jul. 31, 2017
Jan. 31, 2017
Nov. 30, 2014
Apr. 30, 2014
Dec. 31, 2019
Class A Common Stock              
Class Of Stock [Line Items]              
Total Shares Offered 5,000,000 5,000,000 6,000,000 5,750,000 6,325,000   28,075,000
Total Increase in Shares Outstanding 4,685,217 4,689,295 5,680,903 5,356,876 4,511,058   24,923,349
Class B Common Stock              
Class Of Stock [Line Items]              
Total Increase in Shares Outstanding           36,158,698  
Stock Purchased/Surrendered 4,685,217 4,689,295 5,680,903 5,356,876 4,507,453   24,919,744
Purchase Cost $ 158 $ 135 $ 128 $ 101 $ 28   $ 550
v3.19.3.a.u2
Related-Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Related-party transactions      
Principal repayments   $ 366 $ 781
Manager | Aircraft Lease Entered into During August 2014      
Related-party transactions      
Expenses $ 1,674 1,872 1,872
Employees      
Related-party transactions      
Unsecured promissory notes from employees $ 189 $ 189  
Employees | Unsecured Promissory Notes      
Related-party transactions      
Interest rates (as a percent) 4.00% 4.00%  
Principal repayments $ 0 $ 366 781
Interest income recognized 8 13 27
Moelis Asset Management LP      
Related-party transactions      
Fee for services 248 537 1,118
Due from related party 0 0  
Revenue from related parties 210 1,882 $ 1,240
Corporate Joint Venture      
Related-party transactions      
Due to related party $ 0 $ 1,673  
v3.19.3.a.u2
Regulatory Requirements - Additional Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Regulatory Requirements    
Minimum net capital requirement $ 250  
Moelis US    
Regulatory Requirements    
Net capital 160,401 $ 63,099
Net capital in excess of required net capital 160,151 62,849
Moelis UK    
Regulatory Requirements    
Net capital 11,978 23,041
Net capital in excess of required net capital $ 11,922 $ 22,984
v3.19.3.a.u2
Commitments and Contingencies - Additional Information (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
May 31, 2018
Bank line of credit        
Operating lease, option to extend true      
Operating lease, option to terminate true      
Right-of-use Assets $ 190,763,000      
Lease Liabilities 197,625,000      
Rent expense incurred relating to operating leases   $ 15,965,000 $ 15,102,000  
Headquarters At New York        
Bank line of credit        
Right-of-use Assets 151,000,000      
Lease Liabilities $ 151,000,000      
Unsecured Revolving Credit Facility        
Bank line of credit        
Commitment amount       $ 65,000,000
Fixed rate of interest (as a percent) 3.50%      
Borrowings under the credit facility $ 0 $ 0    
Available credit under the facility $ 60,036,000      
Unsecured Revolving Credit Facility | LIBOR        
Bank line of credit        
Interest rate margin (as a percent) 1.00%      
Reference rate (as a percent) LIBOR      
Unsecured Revolving Credit Facility | Prime        
Bank line of credit        
Interest rate margin (as a percent) (1.50%)      
Reference rate (as a percent) Prime      
Standby Letters of Credit        
Bank line of credit        
Letters of credit outstanding $ 4,964,000      
Fee on the outstanding balances (as a percent) 1.00%      
v3.19.3.a.u2
Commitments and Contingencies - Schedule of Additional Leases Information (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Supplemental Income Statement Information:  
Operating lease cost $ 16,980
Cash paid for amounts included in the measurement of lease liabilities:  
Operating cash flows for operating leases $ 19,373
Other Information  
Weighted-average remaining lease term - operating leases 14 years 10 days
Weighted-average discount rate - operating leases 3.53%
Right-of-use assets obtained in exchange for lease obligations (e.g. new leases commenced during the period): $ 160,657
v3.19.3.a.u2
Commitments and Contingencies - Schedule of Future Sublease Income and Maturities of Our Operating Lease Liabilities - (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Operating Lease Payments  
2020 $ 16,085
2021 18,662
2022 23,424
2023 20,428
2024 18,791
Thereafter 191,474
Total payments 288,864
Less: Tenant improvement allowances (22,852)
Less: Present value adjustment (68,387)
Net lease liability 197,625
Sublease Income  
2020 (878)
2021 (878)
2022 (878)
2023 (878)
2024 (878)
Thereafter (439)
Total payments $ (4,829)
v3.19.3.a.u2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Under Operating Leases in Place (Details)
$ in Thousands
Dec. 31, 2018
USD ($)
Future minimum rental payments  
2019 $ 19,742
2020 13,836
2021 8,682
2022 8,471
2023 7,090
Thereafter 12,349
Total 70,170
Sublease Income  
2019 (530)
2020 (849)
2021 (849)
2022 (849)
2023 (849)
Thereafter (1,273)
Total (5,199)
Net Minimum Payments  
2019 19,212
2020 12,987
2021 7,833
2022 7,622
2023 6,241
Thereafter 11,076
Total $ 64,971
v3.19.3.a.u2
Employee Benefit Plans - Additional Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Retirement Benefits [Abstract]      
Minimum age required to be eligible to participate in the 401(k) plan 21 years    
Expenses accrued relating to employer matching contributions $ 2,860 $ 2,379 $ 2,264
v3.19.3.a.u2
Revenues and Business Information - Additional Information (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
item
Dec. 31, 2018
USD ($)
item
Dec. 31, 2017
item
Revenues From External Customers And Long Lived Assets [Line Items]      
Deferred revenue $ 3,023 $ 7,074  
Revenues recognized from opening balance of deferred revenues $ 6,405    
Client | Revenue      
Revenues From External Customers And Long Lived Assets [Line Items]      
Number of clients | item 0 0 0
v3.19.3.a.u2
Revenues and Business Information - Schedule of Geographical Distribution of Revenues and Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues $ 746,534 $ 885,840 $ 684,615
Total assets 1,071,699 914,375  
United States      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 635,787 731,265 535,985
Total assets 934,654 756,053  
Europe      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 78,842 95,844 111,088
Total assets 67,247 55,064  
Rest of World      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 31,905 58,731 $ 37,542
Total assets $ 69,798 $ 103,258  
v3.19.3.a.u2
Subsequent Events - Additional Information (Details) - Subsequent Event
Feb. 04, 2020
$ / shares
Subsequent Event [Line Items]  
Special dividends paid (in dollars per share) $ 0.75
Dividends declared per share 0.51
Total quarterly and special dividends declared per share $ 1.26
Dividend declared date Feb. 04, 2020
Dividend payable date Mar. 27, 2020
Dividend payable record date Feb. 18, 2020
v3.19.3.a.u2
Schedule II-Valuation and Qualifying Accounts (Details) - Allowance for Doubtful Accounts - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Changes in valuation and qualifying accounts      
Balance at beginning of period $ 1,975 $ 1,433 $ 475
Additions:      
Bad debt expense 2,399 1,044 2,895
Deductions:      
Charge-offs of uncollectible balances (286) (502) (1,937)
Balance at end of period $ 4,088 $ 1,975 $ 1,433