MOELIS & CO, 10-Q filed on 7/27/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Jul. 13, 2018
Entity Registrant Name Moelis & Co  
Entity Central Index Key 0001596967  
Document Type 10-Q  
Document Period End Date Jun. 30, 2018  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Filer Category Large Accelerated Filer  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Class A Common Stock    
Entity Common Stock, Shares Outstanding   41,000,568
Class B Common Stock    
Entity Common Stock, Shares Outstanding   15,178,575
v3.10.0.1
Condensed Consolidated Statements of Financial Condition - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Assets    
Cash and cash equivalents $ 132,868 $ 213,191
Restricted cash 556 703
Receivables:    
Accounts receivable, net of allowance for doubtful accounts of $2,492 and $1,433 as of June 30, 2018 and December 31, 2017, respectively 63,790 56,725
Other receivables 62,796 4,868
Total receivables 126,586 61,593
Deferred compensation 9,984 8,848
Investments at fair value (cost basis $58,933 and $96,351 as of June 30, 2018 and December 31, 2017, respectively) 58,611 96,108
Equity method investments 59,225 58,848
Equipment and leasehold improvements, net 11,395 10,458
Deferred tax asset 313,923 234,000
Prepaid expenses and other assets 14,328 15,319
Total assets 727,476 699,068
Liabilities and Equity    
Compensation payable 113,144 145,152
Accounts payable and accrued expenses 6,228 18,323
Amount due pursuant to tax receivable agreement 243,997 177,148
Deferred revenue 3,935 4,948
Other liabilities 7,061 9,241
Total liabilities 374,365 354,812
Commitments and Contingencies (See Note 12)
Treasury stock, at cost; 1,182,585 and 707,416 shares as of June 30, 2018 and December 31, 2017, respectively (47,360) (23,188)
Additional paid-in-capital 605,897 487,163
Retained earnings (accumulated deficit) (182,256) (139,918)
Accumulated other comprehensive income (loss) 457 352
Total Moelis & Company equity 377,312 324,950
Noncontrolling interests (24,201) 19,306
Total equity 353,111 344,256
Total liabilities and equity 727,476 699,068
Class A Common Stock    
Liabilities and Equity    
Common stock, par value $0.01 per share 422 342
Total equity 422 342
Class B Common Stock    
Liabilities and Equity    
Common stock, par value $0.01 per share 152 199
Total equity $ 152 $ 199
v3.10.0.1
Condensed Consolidated Statements of Financial Condition (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Accounts receivable, allowance for doubtful accounts $ 2,492 $ 1,433
Investments at fair value, cost basis $ 58,933 $ 96,351
Treasury stock, shares 1,182,585 707,416
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 42,176,435 34,163,042
Common stock, shares outstanding 40,993,850 33,455,626
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 15,178,575 19,912,230
Common stock, shares outstanding 15,178,575 19,912,230
v3.10.0.1
Condensed Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Revenues $ 220,405 $ 172,149 $ 439,823 $ 345,407
Expenses        
Compensation and benefits 128,109 100,808 255,286 202,534
Occupancy 4,550 4,097 9,133 8,277
Professional fees 6,574 3,939 12,258 9,180
Communication, technology and information services 7,317 6,738 14,450 12,209
Travel and related expenses 10,851 8,105 22,411 14,696
Depreciation and amortization 1,100 822 2,155 1,679
Other expenses 6,259 4,932 13,416 11,090
Total expenses 164,760 129,441 329,109 259,665
Operating income (loss) 55,645 42,708 110,714 85,742
Other income and (expenses) 1,286 17,695 1,873 17,933
Income (loss) from equity method investments 2,226 (1,330) 3,114 1,774
Income (loss) before income taxes 59,157 59,073 115,701 105,449
Provision for income taxes 6,027 9,549 8,590 16,546
Net income (loss) 53,130 49,524 107,111 88,903
Net income (loss) attributable to noncontrolling interests 17,440 29,794 38,096 53,895
Net income (loss) attributable to Moelis & Company 35,690 19,730 69,015 35,008
Class A Common Stock        
Expenses        
Net income (loss) attributable to Moelis & Company $ 35,690 $ 19,730 $ 69,015 $ 35,008
Weighted-average shares of Class A common stock outstanding        
Basic (in shares) 41,750,396 28,165,552 38,938,952 27,325,145
Diluted (in shares) 49,280,107 34,374,882 46,991,421 33,752,139
Net income (loss) per share attributable to holders of shares of Class A common stock        
Basic (in dollars per share) $ 0.85 $ 0.70 $ 1.77 $ 1.28
Diluted (in dollars per share) 0.72 0.57 1.47 1.04
Dividends declared per share of Class A common stock $ 0.47 $ 1.37 $ 2.44 $ 1.74
v3.10.0.1
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Statement Of Income And Comprehensive Income [Abstract]        
Net income $ 53,130 $ 49,524 $ 107,111 $ 88,903
Unrealized gain (loss) on investments   20   (105)
Foreign currency translation adjustment, net of tax (1,843) 738 (164) 1,387
Other comprehensive income (loss) (1,843) 758 (164) 1,282
Comprehensive income (loss) 51,287 50,282 106,947 90,185
Less: Comprehensive income attributable to noncontrolling interests 16,878 30,181 38,144 54,560
Comprehensive income (loss) attributable to Moelis & Company $ 34,409 $ 20,101 $ 68,803 $ 35,625
v3.10.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Cash flows from operating activities    
Net income (loss) $ 107,111 $ 88,903
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Bad debt expense 1,208 431
Depreciation and amortization 2,155 1,679
(Income) loss from equity method investments (3,114) (1,774)
Equity-based compensation 58,335 49,729
Deferred tax provision 8,568 8,116
Gain on equity method investment   (17,450)
Other 3,688 3,027
Changes in assets and liabilities:    
Accounts receivable (8,475) (5,067)
Other receivables (54,549) (2,498)
Prepaid expenses and other assets 933 (6,497)
Deferred compensation (1,160) (535)
Compensation payable (32,227) (47,168)
Accounts payable and accrued expenses (12,012) (9,677)
Deferred revenue (998) (86)
Dividends received 2,737 11,672
Other liabilities (2,205) (182)
Net cash provided by (used in) operating activities 69,995 72,623
Cash flows from investing activities    
Purchase of investments (55,479) (98,319)
Proceeds from sales of investments 92,310 53,000
Note payments received from employees 193 403
Notes issued to employees   (400)
Purchase of equipment and leasehold improvements (3,133) (3,013)
Net cash provided by (used in) investing activities 33,891 (48,329)
Cash flows from financing activities    
Dividends and distributions (167,145) (155,304)
Payments under tax receivable agreement   (5,032)
Proceeds from exercise of stock options 6,695 4,650
Payments to settle employee tax obligations on share-based awards (24,172) (9,266)
Class A partnership units and other equity purchased (135) (101)
Net cash provided by (used in) financing activities (184,757) (165,053)
Effect of exchange rate fluctuations on cash, cash equivalents, and restricted cash 401 1,682
Net increase (decrease) in cash, cash equivalents, and restricted cash (80,470) (139,077)
Cash, cash equivalents, and restricted cash, beginning of period 213,894 319,585
Cash, cash equivalents, and restricted cash, end of period 133,424 180,508
Cash paid during the period for:    
Income taxes 14,185 20,352
Dividends paid, declared in the prior year   68,066
Other non-cash activity    
Dividend equivalents issued 24,767 17,176
Dividend declared not paid   55,900
Class A Partnership Units or other equity converted into Class A Common Stock 22,174 23,557
Cumulative Effect Adjustment upon Adoption of ASU   658
Cumulative Effect Adjustment upon Adoption of ASU 3,155  
Exercised stock option proceeds receivable 24 647
Forfeiture of fully-vested Group LP units or other equity units $ 677 $ 36
v3.10.0.1
Condensed 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) 88,903         35,008   53,895
Equity-based compensation 49,729 $ 16     48,514     1,199
Equity-based compensation (in shares)   1,554,754            
Other comprehensive income (loss) 1,282           617 665
Dividends declared and distributions (143,138)       17,176 (64,872)   (95,442)
Treasury Stock Purchases $ (9,266)     $ (9,266)        
Treasury Stock purchases (in shares) (250,550)     (250,550)        
Class A Partnership Units and other equity purchased or converted into Class A Common Stock $ 6,673 $ 3 $ (1)   6,685     (14)
Class A Partnership units and other equity purchased or converted into Class A Common Stock (in shares)   297,755 (54,678)          
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges 22,080 $ 53 $ (53)   28,374     (6,294)
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges (in shares)   5,356,876 (5,356,876)          
Equity-based payments to non-employees 2,914       2,914      
Other (36)       (36)      
Balance at end of the period at Jun. 30, 2017 271,240 $ 282 $ 257 $ (20,196) 399,508 (102,290) 74 (6,395)
Balance at end of the period (in shares) at Jun. 30, 2017   28,158,383 25,726,639 (638,440)        
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                
Other comprehensive income (loss) | ASU 2016-01 317              
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) 107,111         69,015   38,096
Equity-based compensation 58,335 $ 30     57,603     702
Equity-based compensation (in shares)   2,962,076            
Other comprehensive income (loss) (164)           (212) 48
Dividends declared and distributions (167,145)       24,767 (114,191)   (77,721)
Treasury Stock Purchases $ (24,172)     $ (24,172)        
Treasury Stock purchases (in shares) (475,169)     (475,169)        
Exercise of Stock options $ 6,695 $ 3     6,692      
Exercise of stock options (in shares)   343,780            
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges 22,039 $ 47 $ (47)   25,994     (3,955)
Issuance of Class A common stock and cancellation of Class B common stock in connection with offerings and other exchanges (in shares)   4,707,537 (4,707,537)          
Equity-based payments to non-employees 3,678       3,678      
Other (677)   $ (26,118)         (677)
Balance at end of the period at Jun. 30, 2018 $ 353,111 $ 422 $ 152 $ (47,360) $ 605,897 $ (182,256) $ 457 $ (24,201)
Balance at end of the period (in shares) at Jun. 30, 2018   42,176,435 15,178,575 (1,182,585)        
v3.10.0.1
Condensed Consolidated Statements of Changes in Equity (Parenthetical) - $ / shares
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Class A Common Stock        
Dividends declared per share of Class A common stock $ 0.47 $ 1.37 $ 2.44 $ 1.74
v3.10.0.1
Organization and Basis of Presentation
6 Months Ended
Jun. 30, 2018
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 condensed 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:

 

 

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 Hong Kong Moelis & Company Asia Limited Beijing Representative Office, as well as having a wholly-owned Chinese subsidiary, Moelis & Company Consulting (Beijing) Company Limited.

 

 

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

 

v3.10.0.1
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting —The Company prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As permitted by the interim reporting rules and regulations set forth by the SEC, the condensed consolidated financial statements presented exclude certain financial information and footnote disclosures normally included in audited financial statements prepared in accordance with U.S. GAAP. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to fairly present the accompanying unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

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 condensed 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 condensed 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 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 government securities money markets, government debt securities and U.S. Treasury instruments.

Effective January 1, 2018, the Company adopted ASU 2016-18 which requires restricted cash to be included in the beginning and ending balances of cash and cash equivalents within the condensed consolidated statement of cash flows. As a result, the beginning and ending balances of the prior period in the condensed consolidated statement of cash flows has been adjusted to include restricted cash.

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 used to satisfy future medical claims. A reconciliation of the Company’s cash, cash equivalents and restricted cash as of June 30, 2018 and 2017, is presented below.

 

 

 

June 30,

 

 

 

 

2018

 

 

2017

 

 

Cash

 

$

 

42,843

 

 

$

 

107,147

 

 

Cash equivalents

 

 

 

90,025

 

 

 

 

72,737

 

 

Restricted cash

 

 

 

556

 

 

 

 

624

 

 

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

 

$

 

133,424

 

 

$

 

180,508

 

 

 

Additionally, as of December 31, 2017, the Company held cash of $86,032 and cash equivalents of $127,159.

Receivables —The accompanying condensed 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.

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. 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.

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 on the condensed consolidated financial 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 income (loss) from equity method investments in the condensed 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.

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 condensed consolidated statements of financial condition and any gain or loss is reflected in the condensed 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 condensed 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 condensed 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 revenue reversal 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 (as allowed per ASC 340-40-25-1). 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 condensed 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

Initial Adoption —Effective January 1, 2018, the Company adopted ASU 2014-09 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. As a result, a cumulative adjustment was recorded which increased the opening balance of 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.

 

For both of the three and six month periods ended June 30, 2018, there were revenues of $36,867 that met the criteria for recognition during the period although the transaction closed subsequent to the reporting period. In addition, for the three and six months ended June 30, 2018, there were $3,685 and $6,873 of reimbursable expenses recognized gross in revenues and expenses in accordance with Topic 606, respectively. Total compensation and benefits expense is determined by management primarily based on revenues earned, in addition to other performance and labor market conditions. Compensation and benefits expense has been adjusted in response to the adoption of Topic 606. The aforementioned adjustments had corresponding impacts to other receivables and compensation payable on our condensed consolidated statement of financial condition.

Equity-based Compensation —The Company recognizes the cost of employee services received in exchange for an equity instrument award. The cost is based on its grant-date fair value based on 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 dividend payment and a charge 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 award does not vest.

Effective January 1, 2017, the Company adopted a change in accounting policy in accordance with Accounting Standards Update 2016-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 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.

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 prior to meeting the stated requisite service period or retirement eligibility date are eligible to receive dividends in kind; however, the right to dividends in kind will be forfeited if the underlying award does not vest.

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 condensed 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 740-10 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and six months ended June 30, 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 three and six months ended June 30, 2018 and 2017, no such amounts were recorded.

Prior to January 1, 2017, all excess tax benefits resulting from exercise or settlement of share-based payment transactions were recognized in APIC and any tax deficiencies were either offset against APIC, or were recognized in the income statement under certain conditions. Under ASU 2016-09, all excess tax benefits and deficiencies are recognized as income tax benefits or expenses in the condensed consolidated statement of operations prospectively.

Under ASU 2016-09, the Company is now required to present excess tax benefits and detriments as an operating activity in the same manner as other cash flows related to income taxes rather than as a financing activity. The Company adopted these changes retrospectively, and prior year excess tax benefits are now reflected in changes in prepaid expenses and other assets within the condensed 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 condensed consolidated statements of operations.

v3.10.0.1
Recent Accounting Pronouncements
6 Months Ended
Jun. 30, 2018
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]  
Recent Accounting Pronouncements

3. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). ASU 2016-02 increases the transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments will retain lease classifications, distinguishing finance leases from operating leases, using criteria that is substantially similar for distinguishing capital leases from operating leases in previous guidance. Lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. Upon initial evaluation, the Company has determined it will record right-to-use assets and liabilities measured at the present value of reasonably certain lease payments on our consolidated statements of financial condition. We do not anticipate any material changes to our condensed and consolidated statements of operations.

In February 2018, the FASB issued ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income” (“ASU 2018-02”). ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. ASU 2018-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. Upon initial evaluation, we do not anticipate any material changes to our condensed consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation” (“ASU 2018-07”). ASU 2018-07 simplifies accounting for share-based payment transactions resulting for acquiring goods and services from nonemployees. ASU 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. Upon initial evaluation, we do not anticipate any material changes to our condensed consolidated financial statements.

v3.10.0.1
Equity Method Investments
6 Months Ended
Jun. 30, 2018
Equity Method Investments And Joint Ventures [Abstract]  
Equity Method Investments

4. EQUITY METHOD INVESTMENTS

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. The remaining 50% was owned by an Australian trust established by and for the benefit of Moelis Australia senior executives.

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’s ownership interest in Moelis Australia was diluted to less than 50% and the Company recognized a gain of approximately $15,170 during the second quarter of 2017, recorded in other income and expenses on the condensed consolidated statement of operations. 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 second quarter of 2017. In connection with Moelis Australia’s initial public offering, the Company and Moelis Australia entered into a Strategic Alliance Agreement for Moelis Australia to continue to conduct its investment banking advisory business in Australia and New Zealand as an integrated part of the global advisory business of the Company consistent with the manner in which Moelis Australia and the Company have partnered together since 2010. Also, in connection with the offering and new shareholders agreement, the Company and Moelis Australia terminated a put option enabling the key senior Australian executive to sell his shares held in Moelis Australia back to the Company, and a call option held by the Company to purchase additional shares in Moelis Australia. 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 condensed 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 gains of approximately $2,280 and $92, during the second and third quarter of 2017, respectively, recorded in other income and expenses on the condensed consolidated statement of operations.

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

For the three months ended June 30, 2018 and 2017, income of $2,226 and a loss of $1,326 was recorded on this investment, respectively, and for the six months ended June 30, 2018 and 2017, income of $3,114 and $1,786 was recorded on this investment, respectively.

v3.10.0.1
Equipment and Leasehold Improvements
6 Months Ended
Jun. 30, 2018
Property Plant And Equipment [Abstract]  
Equipment and Leasehold Improvements

5. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements, net consists of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Office equipment

 

$

 

10,886

 

 

$

 

9,639

 

Furniture and fixtures

 

 

 

3,820

 

 

 

 

3,424

 

Leasehold improvements

 

 

 

12,444

 

 

 

 

11,324

 

Total

 

 

 

27,150

 

 

 

 

24,387

 

Less accumulated depreciation and amortization

 

 

 

(15,755

)

 

 

 

(13,929

)

Equipment and leasehold improvements, net

 

$

 

11,395

 

 

$

 

10,458

 

 

Depreciation and amortization expenses for fixed assets totaled $1,100 and $822 for the three months ended June 30, 2018 and 2017, respectively, and $2,155 and $1,679 for the six months ended June 30, 2018 and 2017, respectively.

v3.10.0.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2018
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 June 30, 2018 and December 31, 2017 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 following table summarizes the levels of the fair value hierarchy into which the Company’s financial assets fall as of June 30, 2018:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

 

 

71,910

 

 

 

 

14,977

 

 

 

 

56,933

 

 

 

 

Government securities money market

 

 

 

18,115

 

 

 

 

 

 

 

18,115

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

 

 

5,321

 

 

 

 

 

 

 

 

5,321

 

 

 

 

 

U.S. treasury instruments

 

 

 

53,000

 

 

 

 

53,000

 

 

 

 

 

 

 

 

Common stock

 

 

 

290

 

 

 

 

290

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

148,636

 

 

$

 

68,267

 

 

$

 

80,369

 

 

$

 

 

 

(1)

Consists of municipal bonds, agency bonds and agency discount notes.

For the three and six months ended June 30, 2018, unrealized losses of $19 and unrealized gains of $27 were recognized in other income and expenses on the condensed consolidated statement of operations related to common stock held at the reporting date, respectively.

The following table summarizes the levels of the fair value hierarchy into which the Company’s financial assets fall as of December 31, 2017:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

$

 

41,086

 

 

$

 

 

 

$

 

41,086

 

 

$

 

U.S. treasury instruments

 

 

 

39,978

 

 

 

 

 

 

 

39,978

 

 

 

 

Government securities money market

 

 

 

46,095

 

 

 

 

 

 

 

46,095

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

 

 

39,910

 

 

 

 

 

 

 

 

39,910

 

 

 

 

U.S. treasury instruments

 

 

 

55,935

 

 

 

 

7,943

 

 

 

 

47,992

 

 

 

 

 

Common stock

 

 

 

263

 

 

 

 

263

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

223,267

 

 

$

 

8,206

 

 

$

 

215,061

 

 

$

 

 

 

(1)

Consists of municipal bonds, agency bonds and agency discount notes

For the three and six months ended June 30, 2017, unrealized gains of $18 and unrealized losses of $107 were recognized in unrealized gain loss on investments on the condensed consolidated statement of comprehensive income related to common stock held at the reporting date, respectively.

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. During the six months ended June 30, 2018 and 2017, there were $0 and $7,996 of transfers, respectively, from level 1 to level 2 related to U.S. treasury instruments acquired on-the-run that as of the reporting period became off-the-run.

v3.10.0.1
Net Income (Loss) Per Share Attributable to Class A Common Shareholders
6 Months Ended
Jun. 30, 2018
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share Attributable to Class A Common Shareholders

7. 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 three and six months ended June 30, 2018 and 2017 are presented below.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in thousands, except per share amounts)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

   stock—basic

 

$

 

35,690

 

 

$

 

19,730

 

 

$

 

69,015

 

 

$

 

35,008

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

 

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

   stock—diluted

 

$

 

35,690

 

 

$

 

19,730

 

 

$

 

69,015

 

 

$

 

35,008

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of Class A common stock outstanding— basic

 

 

 

41,750,396

 

 

 

 

28,165,552

 

 

 

 

38,938,952

 

 

 

 

27,325,145

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

(a)

 

 

 

 

(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)

 

 

7,529,711

 

(b)

 

 

6,209,330

 

(b)

 

 

8,052,469

 

(b)

 

 

6,426,994

 

Weighted average shares of Class A common stock

   outstanding—diluted

 

 

 

49,280,107

 

 

 

 

34,374,882

 

 

 

 

46,991,421

 

 

 

 

33,752,139

 

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

   common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 

0.85

 

 

$

 

0.70

 

 

$

 

1.77

 

 

$

 

1.28

 

Diluted

 

$

 

0.72

 

 

$

 

0.57

 

 

$

 

1.47

 

 

$

 

1.04

 

 

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 67,189,931 and 62,971,925 for the three months ended June 30, 2018 and 2017, respectively, and 66,858,916 and 62,588,514 for the six months ended June 30, 2018 and 2017, respectively. 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 three and six months ended June 30, 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 three and six months ended June 30, 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. During the three months ended June 30, 2018 and 2017, the additional weighted average amount of RSUs that would have been included in this calculation if the effect were dilutive would have been 10,508 and 190 units, respectively and 14,213 and 161 units for the six months ended June 30, 2018 and 2017, respectively.  

v3.10.0.1
Equity-Based Compensation
6 Months Ended
Jun. 30, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Equity-Based Compensation

8. 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 vest 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 had been 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 June 30, 2018, partners held 17,738,682 Group LP partnership units, 241,468 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 $243 and $511 for the three months ended June 30, 2018 and 2017, respectively, and expenses of $702 and $1,199 for the six months ended June 30, 2018 and 2017, respectively. As of June 30, 2018, there was $671 of unrecognized compensation expense related to unvested Class A partnership units which is expected to be recognized over a weighted-average period of 0.7 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.

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. As of June 30, 2018, approximately $20 million of shares may yet be purchased under the program.

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 three months ended June 30, 2018 and 2017, the Company recognized expense of $25,553 and $22,727, respectively, and expenses of $56,733 and $47,190 for the six months ended June 30, 2018 and 2017, respectively, in relation to the vesting of RSUs.

The following table summarizes activity related to restricted stock and RSUs for the six months ended June 30, 2018 and 2017.

 

 

 

Restricted Stock & RSUs

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Unvested Balance at January 1,

 

 

9,357,999

 

 

$

 

30.15

 

 

 

8,504,190

 

 

$

 

26.70

 

Granted

 

 

2,843,214

 

 

 

 

54.35

 

 

 

3,027,744

 

 

 

 

37.05

 

Forfeited

 

 

(116,695

)

 

 

 

38.02

 

 

 

(61,633

)

 

 

 

29.99

 

Vested

 

 

(2,864,172

)

 

 

 

30.83

 

 

 

(2,035,782

)

 

 

 

26.73

 

Unvested Balance at June 30,

 

 

9,220,346

 

 

$

 

37.02

 

 

 

9,434,519

 

 

$

 

29.89

 

 

As of June 30, 2018, the total compensation expense related to unvested restricted stock and RSUs not yet recognized was $165,860. The weighted-average period over which this compensation expense is expected to be recognized at June 30, 2018 is 1.8 years. Beginning in January of 2017, the Company accounts for forfeitures as they occur per the guidance in ASU 2016-09. See Note 2 for further discussion on this change in accounting policy.

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 $5.55, in aggregate, through June 30, 2018. 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 $5.55 from $25.00 per share to $19.45 per share.

The following table summarizes activity related to stock options for the six months ended June 30, 2018 and 2017.

 

 

 

Stock Options Outstanding

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

Outstanding at January 1,

 

 

2,436,232

 

 

$

 

19.45

 

 

 

2,822,728

 

 

$

 

19.45

 

Grants

 

 

 

 

 

 

 

 

 

 

 

 

Exercises

 

 

(343,780

)

 

 

 

19.45

 

 

 

(243,077

)

 

 

 

19.45

 

Forfeitures or expirations

 

 

(60,035

)

 

 

 

19.45

 

 

 

(72,000

)

 

 

 

19.45

 

Outstanding at June 30,

 

 

2,032,417

 

 

$

 

19.45

 

 

 

2,507,651

 

 

$

 

19.45

 

 

For the three months ended June 30, 2018 and 2017, the Company recognized expenses of $295 and $588, respectively, and expenses of $900 and $1,340 for the six months ended June 30, 2018 and 2017, respectively, in relation to these stock options. As of June 30, 2018, the total compensation expense related to unvested stock options not yet recognized was $1,673. The weighted-average period over which this compensation expense is expected to be recognized at June 30, 2018 is 0.8 years. Beginning in January of 2017, the Company accounts for forfeitures as they occur per the guidance in ASU 2016-09. See Note 2 for further discussion on this change in accounting policy.

v3.10.0.1
Stockholders Equity
6 Months Ended
Jun. 30, 2018
Stockholders Equity Note [Abstract]  
Stockholders Equity

9. 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

 

Total

 

 

23,075,000

 

 

 

20,238,132

 

 

As of June 30, 2018, 42,176,435 shares of Class A common stock were issued and 40,993,850 shares were outstanding, and as of December 31, 2017, 34,163,042 shares of Class A common stock were issued and 33,455,626 shares were outstanding. The changes in Class A common stock are due primarily to the IPO and offering transactions described above, in addition to the vesting of restricted stock units in connection with the Company’s annual compensation process and ongoing hiring process.

Class B Common Stock

IPO and Reorganization

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.

In connection with each of the Company’s follow-on offerings, the Company purchased shares of Class B common stock from Partner Holdings for cash, or Partner Holdings surrendered shares of Class B common stock for Class A common stock (at a ratio of .00055 to 1) and subsequently cancelled those shares. The Company did not retain any proceeds from the 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

 

Total

 

 

20,234,527

 

 

$

 

392

 

 

As of June 30, 2018, and December 31, 2017, 15,178,575 and 19,912,230 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 six months ended June 30, 2018 and 2017, the Company repurchased 475,169 and 250,550 shares, respectively, from its employees for the purpose of settling tax liabilities incurred upon the vesting of RSUs. The result of the repurchases was an increase of $24,172 and $9,266, in the treasury stock balance on the Company’s condensed consolidated statements of changes in equity as of June 30, 2018 and 2017, respectively.

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 June 30, 2018 and December 31, 2017, partners held 17,738,682 and 22,472,337 Group LP partnership units, respectively, representing a 30% and 40% 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 40,993,850 shares of Class A common stock outstanding at June 30, 2018 (33,455,626 as of December 31, 2017), represents the controlling interest.

v3.10.0.1
Related-Party Transactions
6 Months Ended
Jun. 30, 2018
Related Party Transactions [Abstract]  
Related-Party Transactions

10. 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 is used and operated by the Company pursuant to a dry lease with Manager which terminates on December 31, 2019. The terms of the dry lease are 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. For the three months ended June 30, 2018 and 2017, the Company incurred $468 and $468 in aircraft lease costs to be paid to Manager, respectively, and $936 and $936 in aircraft costs for the six months ended June 30, 2018 and 2017, respectively. In addition, Mr. Moelis is the other lessee of the aircraft and shares the operating and related costs of the plane in proportion to his respective use pursuant to a cost sharing and operating agreement.

Promissory Notes —As of June 30, 2018, there were $359 of unsecured promissory notes from employees held by the Company (December 31, 2017: $552). Any outstanding balances are reflected in other receivables on the condensed consolidated statements of financial condition. The notes held as of June 30, 2018 and December 31, 2017 bear a fixed interest rate of 4.00%. During the six months ended June 30, 2018 and 2017, the Company received $193 and $403 of principal repayments and recognized interest income of $13 and $13, respectively, on such notes, which is included in other income and expenses on the condensed 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 $152 and $291 for the three months ended June 30, 2018 and 2017, respectively, and $309 and $604 for the six months ended June 30, 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 June 30, 2018 and December 31, 2017, the Company had no balances due from Moelis Asset Management LP.

Moelis Australia —As of June 30, 2018 and December 31, 2017, the Company had net balances due from Moelis Australia of $193 and $128, respectively, which are reflected in other receivables on the condensed 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 $242 and $127 for the three months ended June 30, 2018 and 2017, respectively, and revenues of $242 and $1,146 for the six months ended June 30, 2018 and 2017, respectively.

v3.10.0.1
Regulatory Requirements
6 Months Ended
Jun. 30, 2018
Regulatory Capital Requirements [Abstract]  
Regulatory Requirements

11. 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 June 30, 2018, Moelis U.S. had net capital of $100,137, which was $99,887 in excess of its required net capital. At December 31, 2017, Moelis U.S. had net capital of $29,259 which was $29,009 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 June 30, 2018, the aggregate regulatory net capital of Moelis UK was $46,874 which exceeded the minimum requirement by $46,816. At December 31, 2017, the aggregate regulatory net capital of Moelis UK was $50,498, which exceeded the minimum requirement by $50,439.

v3.10.0.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2018
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

12. COMMITMENTS AND CONTINGENCIES

Bank Line of Credit — In April 2017 the Company renewed its revolving credit facility which extended the maturity date to June 30, 2019. In May 2018, the facility was revised and the commitment amount increased to $65,000 from $40,000. 

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 June 30, 2018 and December 31, 2017, the Company had no borrowings under the credit facility.

As of June 30, 2018, the Company’s available credit under this facility was $60,251 as a result of the issuance of an aggregate amount of $4,749 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 with expiration dates that extend through 2029. The Company incurred expense relating to its operating leases of $3,964 and $3,680 for the three months ended June 30, 2018 and 2017, respectively, and expenses of $7,901 and $7,436 for the six months ended June 30, 2018 and 2017, respectively. In addition, during the second quarter of 2016, the Company decided to sublet a portion of its growth space in the U.K. which required a sublease loss reserve to be recognized for the estimated net economics of such sublet. The expense related to the aforementioned sublease loss reserve, which is remeasured at each reporting period for the three months ended June 30, 2018 and 2017, was $0 and $0, respectively, and $0 and $150 for the six months ended June 30, 2018 and 2017, respectively.

The future minimum rental payments required under the operating leases in place at June 30, 2018, are as follows:

 

Fiscal year ended

 

Operating Leases

 

 

Sublease Income

 

 

Net Minimum Payments

 

2018

 

$

 

9,693

 

 

$

 

(221

)

 

$

 

9,472

 

2019

 

 

 

20,418

 

 

 

 

(552

)

 

 

 

19,866

 

2020

 

 

 

13,961

 

 

 

 

(883

)

 

 

 

13,078

 

2021

 

 

 

8,778

 

 

 

 

(883

)

 

 

 

7,895

 

2022

 

 

 

8,568

 

 

 

 

(883

)

 

 

 

7,685

 

Thereafter

 

 

 

19,125

 

 

 

 

(2,208

)

 

 

 

16,917

 

Total

 

$

 

80,543

 

 

$

 

(5,630

)

 

$

 

74,913

 

 

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.

v3.10.0.1
Employee Benefit Plans
6 Months Ended
Jun. 30, 2018
Compensation And Retirement Disclosure [Abstract]  
Employee Benefit Plans

13. 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 three months ended June 30, 2018 and 2017, in the amounts of $569 and $490, respectively, and $1,164 and $1,006 for the six months ended June 30, 2018 and 2017, respectively.

v3.10.0.1
Income Taxes
6 Months Ended
Jun. 30, 2018
Income Tax Disclosure [Abstract]  
Income Taxes

14. INCOME TAXES

Prior to the Company’s reorganization and IPO of Moelis & Company, the Company had been primarily subject to the New York City unincorporated business tax (“UBT”) and certain other foreign, state, and local taxes. 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, which were primarily made up of individual partners prior to the IPO and have historically not been reflected in the condensed consolidated statements of financial condition. In connection with the Company’s reorganization and IPO, the Company became subject to U.S. corporate federal, state, and local income tax on its allocable share of results of operations from Group LP.

The Company’s provision for income taxes and effective tax rate were $6,027 and 10% and $9,549 and 16% for the three months ended June 30, 2018 and 2017, respectively. For the six months ended June 30, 2018 and 2017, the Company’s provision for income taxes and effective tax rate were $8,590 and 7% and $16,546 and 16% respectively. The income tax provision for the aforementioned periods primarily reflects the Company’s allocable share of earnings from Group LP at the prevailing U.S. federal, state, and local corporate income tax rates and the effect of the allocable earnings to noncontrolling interests being subject to UBT and certain other foreign, state, and local entity-level taxes.

The Company recorded an increase in the net deferred tax asset of $79,923 for the six months ended June 30, 2018, which was primarily attributable to the step-up in tax basis in Group LP assets resulting from the redemption of Class A partnership units in connection with the Company’s follow-on offering in March 2018. Approximately $78,645 of this deferred tax asset is attributable to exchanges by certain partners of Group LP who are party to the tax receivable agreement. Pursuant to this agreement, 85% (or $66,848) of the tax benefits associated with this portion of the deferred tax asset are payable to such exchanging partners over the next 15 years and recorded as amount due pursuant to tax receivable agreement in the condensed consolidated statements of financial condition. The remaining tax benefit is allocable to the Company and is recorded in additional paid-in-capital. The Company also recorded an increase in the deferred tax asset related to deferred equity compensation, which was principally offset by the vesting and delivery of equity awards during the first half of 2018.

On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code including, but not limited to, reducing the U.S. federal corporate tax rate from 35 percent to 21 percent, effective January 1, 2018. The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the tax legislation enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete or a reasonable estimate if such accounting is incomplete. The Company recorded a provisional amount related to its analysis of the impact of the Tax Act in its consolidated statements of financial condition for the year ended December 31, 2017. The impact of the Tax Act may differ from the estimated amounts recorded due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made in conjunction with the release of additional regulatory guidance that may be issued, and actions the Company may take as a result of Tax Act. The Company has not yet finalized its analysis and no adjustment to the provisional estimate has been recorded as of June 30, 2018.

v3.10.0.1
Revenues and Business Information
6 Months Ended
Jun. 30, 2018
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 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 in either of the three or six month periods ended June 30, 2018, and 2017.

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

 

193,557

 

 

$

 

150,704

 

 

$

 

372,239

 

 

$

 

289,106

 

Europe

 

 

13,896

 

 

 

 

16,637

 

 

 

 

37,332

 

 

 

 

38,656

 

Rest of World

 

 

12,952

 

 

 

 

4,808

 

 

 

 

30,252

 

 

 

 

17,645

 

Total

$

 

220,405

 

 

$

 

172,149

 

 

$

 

439,823

 

 

$

 

345,407

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Assets:

 

 

 

 

 

 

 

 

 

 

United States

 

$

 

600,040

 

 

$

 

519,933

 

Europe

 

 

 

33,765

 

 

 

 

83,834

 

Rest of World

 

 

 

93,671

 

 

 

 

95,301

 

Total

 

$

 

727,476

 

 

$

 

699,068

 

 

As of June 30, 2018, and December 31, 2017, the Company had deferred revenues of $3.9 million and $4.9 million, respectively. These amounts primarily consist of upfront fees and retainers for our services. During the six months ended June 30, 2018, $4.4 million 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. In accordance with ASC 606-10-50-14, the Company does not disclose the expected timing and amount of revenues remaining related to such contracts.

v3.10.0.1
Subsequent Events
6 Months Ended
Jun. 30, 2018
Subsequent Events [Abstract]  
Subsequent Events

16. SUBSEQUENT EVENTS

On July 20, 2018, the Board of Directors of Moelis & Company declared a dividend of $1.97 per share, comprised of a special dividend of $1.50 per share in addition to a regular quarterly dividend of $0.47 per share to be paid on September 12, 2018 to shareholders of record as of August 2, 2018.

v3.10.0.1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Basis of Accounting

Basis of Accounting —The Company prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As permitted by the interim reporting rules and regulations set forth by the SEC, the condensed consolidated financial statements presented exclude certain financial information and footnote disclosures normally included in audited financial statements prepared in accordance with U.S. GAAP. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary to fairly present the accompanying unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017.

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 EstimatesThe preparation of condensed 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 condensed 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 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 government securities money markets, government debt securities and U.S. Treasury instruments.

Effective January 1, 2018, the Company adopted ASU 2016-18 which requires restricted cash to be included in the beginning and ending balances of cash and cash equivalents within the condensed consolidated statement of cash flows. As a result, the beginning and ending balances of the prior period in the condensed consolidated statement of cash flows has been adjusted to include restricted cash.

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 used to satisfy future medical claims. A reconciliation of the Company’s cash, cash equivalents and restricted cash as of June 30, 2018 and 2017, is presented below.

 

 

 

June 30,

 

 

 

 

2018

 

 

2017

 

 

Cash

 

$

 

42,843

 

 

$

 

107,147

 

 

Cash equivalents

 

 

 

90,025

 

 

 

 

72,737

 

 

Restricted cash

 

 

 

556

 

 

 

 

624

 

 

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

 

$

 

133,424

 

 

$

 

180,508

 

 

 

Additionally, as of December 31, 2017, the Company held cash of $86,032 and cash equivalents of $127,159.

Receivables

Receivables —The accompanying condensed 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.

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 CompensationDeferred 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. 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.

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 on the condensed consolidated financial 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 income (loss) from equity method investments in the condensed 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.

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 condensed consolidated statements of financial condition and any gain or loss is reflected in the condensed 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 condensed 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 condensed 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 revenue reversal 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 (as allowed per ASC 340-40-25-1). 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 condensed 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

Initial Adoption —Effective January 1, 2018, the Company adopted ASU 2014-09 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. As a result, a cumulative adjustment was recorded which increased the opening balance of 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.

 

Equity-based Compensation

Equity-based Compensation —The Company recognizes the cost of employee services received in exchange for an equity instrument award. The cost is based on its grant-date fair value based on 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 dividend payment and a charge 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 award does not vest.

Effective January 1, 2017, the Company adopted a change in accounting policy in accordance with Accounting Standards Update 2016-09, “Compensation—Stock Compensation (Topic 718)” (“ASU 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.

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 prior to meeting the stated requisite service period or retirement eligibility date are eligible to receive dividends in kind; however, the right to dividends in kind will be forfeited if the underlying award does not vest.

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 condensed 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 740-10 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. For the three and six months ended June 30, 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 three and six months ended June 30, 2018 and 2017, no such amounts were recorded.

Prior to January 1, 2017, all excess tax benefits resulting from exercise or settlement of share-based payment transactions were recognized in APIC and any tax deficiencies were either offset against APIC, or were recognized in the income statement under certain conditions. Under ASU 2016-09, all excess tax benefits and deficiencies are recognized as income tax benefits or expenses in the condensed consolidated statement of operations prospectively.

Under ASU 2016-09, the Company is now required to present excess tax benefits and detriments as an operating activity in the same manner as other cash flows related to income taxes rather than as a financing activity. The Company adopted these changes retrospectively, and prior year excess tax benefits are now reflected in changes in prepaid expenses and other assets within the condensed 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 condensed consolidated statements of operations.

v3.10.0.1
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2018
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 June 30, 2018 and 2017, is presented below.

 

 

 

June 30,

 

 

 

 

2018

 

 

2017

 

 

Cash

 

$

 

42,843

 

 

$

 

107,147

 

 

Cash equivalents

 

 

 

90,025

 

 

 

 

72,737

 

 

Restricted cash

 

 

 

556

 

 

 

 

624

 

 

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

 

$

 

133,424

 

 

$

 

180,508

 

 

 

Schedule of Impact of Adoption on Year-to-Date Results of Topic 606

 

v3.10.0.1
Equipment and Leasehold Improvements (Tables)
6 Months Ended
Jun. 30, 2018
Property Plant And Equipment [Abstract]  
Schedule of Equipment and Leasehold Improvements, Net

Equipment and leasehold improvements, net consists of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Office equipment

 

$

 

10,886

 

 

$

 

9,639

 

Furniture and fixtures

 

 

 

3,820

 

 

 

 

3,424

 

Leasehold improvements

 

 

 

12,444

 

 

 

 

11,324

 

Total

 

 

 

27,150

 

 

 

 

24,387

 

Less accumulated depreciation and amortization

 

 

 

(15,755

)

 

 

 

(13,929

)

Equipment and leasehold improvements, net

 

$

 

11,395

 

 

$

 

10,458

 

 

v3.10.0.1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2018
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 June 30, 2018:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury instruments

 

 

 

71,910

 

 

 

 

14,977

 

 

 

 

56,933

 

 

 

 

Government securities money market

 

 

 

18,115

 

 

 

 

 

 

 

18,115

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

 

 

5,321

 

 

 

 

 

 

 

 

5,321

 

 

 

 

 

U.S. treasury instruments

 

 

 

53,000

 

 

 

 

53,000

 

 

 

 

 

 

 

 

Common stock

 

 

 

290

 

 

 

 

290

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

148,636

 

 

$

 

68,267

 

 

$

 

80,369

 

 

$

 

 

 

(1)

Consists of municipal bonds, agency bonds and agency discount notes.

The following table summarizes the levels of the fair value hierarchy into which the Company’s financial assets fall as of December 31, 2017:

 

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in cash and cash equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

$

 

41,086

 

 

$

 

 

 

$

 

41,086

 

 

$

 

U.S. treasury instruments

 

 

 

39,978

 

 

 

 

 

 

 

39,978

 

 

 

 

Government securities money market

 

 

 

46,095

 

 

 

 

 

 

 

46,095

 

 

 

 

 

Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities (1)

 

 

 

39,910

 

 

 

 

 

 

 

 

39,910

 

 

 

 

U.S. treasury instruments

 

 

 

55,935

 

 

 

 

7,943

 

 

 

 

47,992

 

 

 

 

 

Common stock

 

 

 

263

 

 

 

 

263

 

 

 

 

 

 

 

 

Total financial assets

 

$

 

223,267

 

 

$

 

8,206

 

 

$

 

215,061

 

 

$

 

 

 

(1)

Consists of municipal bonds, agency bonds and agency discount notes

v3.10.0.1
Net Income (Loss) Per Share Attributable to Class A Common Shareholders (Tables)
6 Months Ended
Jun. 30, 2018
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 three and six months ended June 30, 2018 and 2017 are presented below.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(dollars in thousands, except per share amounts)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

   stock—basic

 

$

 

35,690

 

 

$

 

19,730

 

 

$

 

69,015

 

 

$

 

35,008

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

 

(a)

 

 

 

 

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

   stock—diluted

 

$

 

35,690

 

 

$

 

19,730

 

 

$

 

69,015

 

 

$

 

35,008

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares of Class A common stock outstanding— basic

 

 

 

41,750,396

 

 

 

 

28,165,552

 

 

 

 

38,938,952

 

 

 

 

27,325,145

 

Add (deduct) dilutive effect of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests related to Class A partnership units

(a)

 

 

 

 

(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)

 

 

7,529,711

 

(b)

 

 

6,209,330

 

(b)

 

 

8,052,469

 

(b)

 

 

6,426,994

 

Weighted average shares of Class A common stock

   outstanding—diluted

 

 

 

49,280,107

 

 

 

 

34,374,882

 

 

 

 

46,991,421

 

 

 

 

33,752,139

 

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

   common stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

 

0.85

 

 

$

 

0.70

 

 

$

 

1.77

 

 

$

 

1.28

 

Diluted

 

$

 

0.72

 

 

$

 

0.57

 

 

$

 

1.47

 

 

$

 

1.04

 

 

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 67,189,931 and 62,971,925 for the three months ended June 30, 2018 and 2017, respectively, and 66,858,916 and 62,588,514 for the six months ended June 30, 2018 and 2017, respectively. 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 three and six months ended June 30, 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 three and six months ended June 30, 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. During the three months ended June 30, 2018 and 2017, the additional weighted average amount of RSUs that would have been included in this calculation if the effect were dilutive would have been 10,508 and 190 units, respectively and 14,213 and 161 units for the six months ended June 30, 2018 and 2017, respectively.  

v3.10.0.1
Equity-Based Compensation (Tables)
6 Months Ended
Jun. 30, 2018
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 six months ended June 30, 2018 and 2017.

 

 

 

Restricted Stock & RSUs

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number of

 

 

Grant Date

 

 

Number of

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Unvested Balance at January 1,

 

 

9,357,999

 

 

$

 

30.15

 

 

 

8,504,190

 

 

$

 

26.70

 

Granted

 

 

2,843,214

 

 

 

 

54.35

 

 

 

3,027,744

 

 

 

 

37.05

 

Forfeited

 

 

(116,695

)

 

 

 

38.02

 

 

 

(61,633

)

 

 

 

29.99

 

Vested

 

 

(2,864,172

)

 

 

 

30.83

 

 

 

(2,035,782

)

 

 

 

26.73

 

Unvested Balance at June 30,

 

 

9,220,346

 

 

$

 

37.02

 

 

 

9,434,519

 

 

$

 

29.89

 

 

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 six months ended June 30, 2018 and 2017.

 

 

 

Stock Options Outstanding

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

Number

 

 

Exercise Price

 

 

Number

 

 

Exercise Price

 

 

 

Outstanding

 

 

Per Share

 

 

Outstanding

 

 

Per Share

 

Outstanding at January 1,

 

 

2,436,232

 

 

$

 

19.45

 

 

 

2,822,728

 

 

$

 

19.45

 

Grants

 

 

 

 

 

 

 

 

 

 

 

 

Exercises

 

 

(343,780

)

 

 

 

19.45

 

 

 

(243,077

)

 

 

 

19.45

 

Forfeitures or expirations

 

 

(60,035

)

 

 

 

19.45

 

 

 

(72,000

)

 

 

 

19.45

 

Outstanding at June 30,

 

 

2,032,417

 

 

$

 

19.45

 

 

 

2,507,651

 

 

$

 

19.45

 

 

v3.10.0.1
Stockholders Equity (Tables)
6 Months Ended
Jun. 30, 2018
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

 

Total

 

 

23,075,000

 

 

 

20,238,132

 

 

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

 

Total

 

 

20,234,527

 

 

$

 

392

 

 

v3.10.0.1
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2018
Commitments And Contingencies Disclosure [Abstract]  
Schedule of Future Minimum Rental Payments Required Under Operating Leases in Place

The future minimum rental payments required under the operating leases in place at June 30, 2018, are as follows:

 

Fiscal year ended

 

Operating Leases

 

 

Sublease Income

 

 

Net Minimum Payments

 

2018

 

$

 

9,693

 

 

$

 

(221

)

 

$

 

9,472

 

2019

 

 

 

20,418

 

 

 

 

(552

)

 

 

 

19,866

 

2020

 

 

 

13,961

 

 

 

 

(883

)

 

 

 

13,078

 

2021

 

 

 

8,778

 

 

 

 

(883

)

 

 

 

7,895

 

2022

 

 

 

8,568

 

 

 

 

(883

)

 

 

 

7,685

 

Thereafter

 

 

 

19,125

 

 

 

 

(2,208

)

 

 

 

16,917

 

Total

 

$

 

80,543

 

 

$

 

(5,630

)

 

$

 

74,913

 

 

v3.10.0.1
Revenues and Business Information (Tables)
6 Months Ended
Jun. 30, 2018
Segment Reporting [Abstract]  
Schedule of Geographical Distribution of Revenues and Assets

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

 

193,557

 

 

$

 

150,704

 

 

$

 

372,239

 

 

$

 

289,106

 

Europe

 

 

13,896

 

 

 

 

16,637

 

 

 

 

37,332

 

 

 

 

38,656

 

Rest of World

 

 

12,952

 

 

 

 

4,808

 

 

 

 

30,252

 

 

 

 

17,645

 

Total

$

 

220,405

 

 

$

 

172,149

 

 

$

 

439,823

 

 

$

 

345,407

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Assets:

 

 

 

 

 

 

 

 

 

 

United States

 

$

 

600,040

 

 

$

 

519,933

 

Europe

 

 

 

33,765

 

 

 

 

83,834

 

Rest of World

 

 

 

93,671

 

 

 

 

95,301

 

Total

 

$

 

727,476

 

 

$

 

699,068

 

 

v3.10.0.1
Summary of Significant Accounting Policies - Summary of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Jun. 30, 2017
Dec. 31, 2016
Cash and Cash Equivalents        
Cash $ 42,843 $ 86,032 $ 107,147  
Cash equivalents 90,025 127,159 72,737  
Restricted cash 556 703 624  
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows $ 133,424 $ 213,894 $ 180,508 $ 319,585
v3.10.0.1
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Jan. 01, 2017
Accounting Policies [Line Items]          
Cash $ 42,843 $ 42,843 $ 107,147 $ 86,032  
Cash equivalents 90,025 90,025 72,737 127,159  
Retained earnings (accumulated deficit) (182,256) (182,256)   (139,918)  
Accumulated other comprehensive income   $ (164) 1,282    
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%      
Revenue and Expense Recognition and Equity-Based Compensation          
Revenue recognized   $ 4,400      
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      
Office Equipment and Furniture and Fixtures | Minimum          
Accounting Policies [Line Items]          
Useful lives   3 years      
Office Equipment and Furniture and Fixtures | Maximum          
Accounting Policies [Line Items]          
Useful lives   7 years      
ASU 2016-01          
Accounting Policies [Line Items]          
Retained earnings (accumulated deficit)       (317)  
Accumulated other comprehensive income       317  
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  
Revenue recognized 36,867 $ 36,867      
Reimbursable expenses recognized $ 3,685 $ 6,873      
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
v3.10.0.1
Equity Method Investments - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Feb. 20, 2018
Oct. 30, 2017
Sep. 13, 2017
Apr. 18, 2017
Apr. 10, 2017
Jun. 30, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Apr. 01, 2010
Equity Method Investments                        
Ownership percentage                       50.00%
Gain recognized by Company on issuance of shares                     $ 17,450  
Income (loss) from equity method investments           $ 2,226     $ (1,330) $ 3,114 1,774  
Corporate Joint Venture                        
Equity Method Investments                        
Gain recognized by Company on issuance of shares             $ 9,680 $ 14,429 15,170      
Income (loss) from equity method investments         $ (2,400) $ (2,226)     (1,326) $ 3,114 $ 1,786  
Return of capital from equity method investments $ 2,737     $ 11,672                
Shares issued   10,060,000 11,940,000                  
Gain recognized by Company on issuance of shares related to acquisitions               $ 92 $ 2,280      
Australian Trust                        
Equity Method Investments                        
Ownership percentage                       50.00%
v3.10.0.1
Equipment and Leasehold Improvements - Schedule of Equipment and Leasehold Improvements, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Equipment and Leasehold Improvements, Net    
Total $ 27,150 $ 24,387
Less accumulated depreciation and amortization (15,755) (13,929)
Equipment and leasehold improvements, net 11,395 10,458
Office Equipment    
Equipment and Leasehold Improvements, Net    
Total 10,886 9,639
Furniture and Fixtures    
Equipment and Leasehold Improvements, Net    
Total 3,820 3,424
Leasehold Improvements    
Equipment and Leasehold Improvements, Net    
Total $ 12,444 $ 11,324
v3.10.0.1
Equipment and Leasehold Improvements - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Property Plant And Equipment [Abstract]        
Depreciation and amortization expenses $ 1,100 $ 822 $ 2,155 $ 1,679
v3.10.0.1
Fair Value Measurements - Summary of the Levels of the Fair Value Hierarchy into Which the Company's Financial Assets Fall (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Fair Value Measurements    
Total financial assets $ 148,636 $ 223,267
Government Debt Securities    
Fair Value Measurements    
Cash and cash equivalents   41,086
Investments in securities 5,321 39,910
U.S. Treasury Instruments    
Fair Value Measurements    
Cash and cash equivalents 71,910 39,978
Investments in securities 53,000 55,935
Level 1    
Fair Value Measurements    
Total financial assets 68,267 8,206
Level 1 | U.S. Treasury Instruments    
Fair Value Measurements    
Cash and cash equivalents 14,977  
Investments in securities 53,000 7,943
Level 2    
Fair Value Measurements    
Total financial assets 80,369 215,061
Level 2 | Government Debt Securities    
Fair Value Measurements    
Cash and cash equivalents   41,086
Investments in securities 5,321 39,910
Level 2 | U.S. Treasury Instruments    
Fair Value Measurements    
Cash and cash equivalents 56,933 39,978
Investments in securities   47,992
Government Securities Money Market    
Fair Value Measurements    
Cash and cash equivalents 18,115 46,095
Government Securities Money Market | Level 2    
Fair Value Measurements    
Cash and cash equivalents 18,115 46,095
Common Stock    
Fair Value Measurements    
Investments in securities 290 263
Common Stock | Level 1    
Fair Value Measurements    
Investments in securities $ 290 $ 263
v3.10.0.1
Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Fair Value Measurements        
Income (loss) from equity method investments $ 2,226 $ (1,330) $ 3,114 $ 1,774
U.S. Treasury Instruments        
Fair Value Measurements        
Transfers from level 1 to level 2     0 7,996
Common Stock        
Fair Value Measurements        
Income (loss) from equity method investments $ (19) $ 18 $ 27 $ (107)
v3.10.0.1
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
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Numerator:        
Net income (loss) attributable to holders of shares of Class A common stock—basic $ 35,690 $ 19,730 $ 69,015 $ 35,008
Class A Common Stock        
Numerator:        
Net income (loss) attributable to holders of shares of Class A common stock—basic 35,690 19,730 69,015 35,008
Add (deduct) dilutive effect of:        
Net income (loss) attributable to holders of shares of Class A common stock—diluted $ 35,690 $ 19,730 $ 69,015 $ 35,008
Denominator:        
Weighted average shares of Class A common stock outstanding— basic 41,750,396 28,165,552 38,938,952 27,325,145
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 7,529,711 6,209,330 8,052,469 6,426,994
Weighted average shares of Class A common stock outstanding—diluted 49,280,107 34,374,882 46,991,421 33,752,139
Net income (loss) per share attributable to holders of shares of Class A common stock        
Basic (in dollars per share) $ 0.85 $ 0.70 $ 1.77 $ 1.28
Diluted (in dollars per share) $ 0.72 $ 0.57 $ 1.47 $ 1.04
v3.10.0.1
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
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Earnings Per Share Basic [Line Items]        
Number of shares of common stock to be issued upon exchange of a partnership unit 1   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 67,189,931 62,971,925 66,858,916 62,588,514
Restricted Stock and RSUs        
Earnings Per Share Basic [Line Items]        
Number of antidilutive securities excluded from calculation of diluted income (loss) per share 10,508 190 14,213 161
v3.10.0.1
Equity-Based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 48 Months Ended
Apr. 30, 2014
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2014
Jun. 30, 2018
Dec. 31, 2017
Dec. 31, 2016
Mar. 31, 2015
Nov. 09, 2014
Class A Common Stock                      
Equity-Based Compensation                      
Number of shares of common stock to be issued upon exchange of a partnership unit   1   1     1        
Share value authorized for repurchase                   $ 25,000  
Value of remaining shares authorized for repurchase   $ 20,000   $ 20,000     $ 20,000        
Partnership Units                      
Equity-Based Compensation                      
Units held by partners   17,738,682   17,738,682     17,738,682        
Unvested units held by partners   241,468   241,468     241,468        
Compensation expenses   $ 243 $ 511 $ 702 $ 1,199            
Unrecognized compensation expenses   671   $ 671     $ 671        
Weighted average period to recognize unrecognized compensation expense       8 months 12 days              
RSUs                      
Equity-Based Compensation                      
Compensation expenses   $ 25,553 $ 22,727 $ 56,733 $ 47,190            
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   9,220,346 9,434,519 9,220,346 9,434,519   9,220,346 9,357,999 8,504,190    
Unrecognized compensation expenses   $ 165,860   $ 165,860     $ 165,860        
Weighted average period to recognize unrecognized compensation expense       1 year 9 months 18 days              
Stock Options                      
Equity-Based Compensation                      
Vesting period           5 years          
Compensation expenses   295 $ 588 $ 900 $ 1,340            
Unrecognized compensation expenses   $ 1,673   $ 1,673     $ 1,673        
Grants (in shares) 3,501,881                    
Special dividends paid (in dollars per share)             $ 5.55        
Reduction to exercise price of options outstanding due to special dividend paid (in dollars per share)             5.55        
Exercise price (in dollars per share)   $ 19.45 $ 19.45 $ 19.45 $ 19.45   $ 19.45 $ 19.45 $ 19.45   $ 25.00
Weighted average remaining period for recognition of unrecognized compensation cost       9 months 18 days              
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              
v3.10.0.1
Equity-Based Compensation - Summary of Activity Related to Restricted Stock and RSUs (Details) - Restricted Stock and RSUs - $ / shares
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Number of Shares    
Unvested Balance at the beginning of the period 9,357,999 8,504,190
Granted 2,843,214 3,027,744
Forfeited (116,695) (61,633)
Vested (2,864,172) (2,035,782)
Unvested Balance at the end of the period 9,220,346 9,434,519
Weighted Average Grant Date Fair Value    
Unvested Balance at the beginning of the period $ 30.15 $ 26.70
Granted 54.35 37.05
Forfeited 38.02 29.99
Vested 30.83 26.73
Unvested Balance at the end of the period $ 37.02 $ 29.89
v3.10.0.1
Equity-Based Compensation - Schedule of Assumptions Used to Estimate the Fair Value of Stock Option Using Black-Scholes Valuation Model (Details)
6 Months Ended
Jun. 30, 2018
$ / 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
v3.10.0.1
Equity-Based Compensation - Summary of Activity Related to Stock Options (Details) - Stock Options - $ / shares
1 Months Ended 6 Months Ended
Apr. 30, 2014
Jun. 30, 2018
Jun. 30, 2017
Number Outstanding      
Outstanding at January 1,   2,436,232 2,822,728
Grants 3,501,881    
Exercises   (343,780) (243,077)
Forfeitures or expirations   (60,035) (72,000)
Outstanding at June 30,   2,032,417 2,507,651
Weighted-Average Exercise Price Per Share      
Outstanding at January 1,   $ 19.45 $ 19.45
Exercises   19.45 19.45
Forfeitures or expirations   19.45 19.45
Outstanding at June 30,   $ 19.45 $ 19.45
v3.10.0.1
Stockholders Equity - Additional Information (Details)
$ in Thousands
1 Months Ended 6 Months Ended 45 Months Ended
Mar. 31, 2018
shares
Jul. 31, 2017
shares
Jan. 31, 2017
shares
Nov. 30, 2014
shares
Apr. 30, 2014
shares
Jun. 30, 2018
USD ($)
shares
Jun. 30, 2017
USD ($)
shares
Jun. 30, 2018
shares
Dec. 31, 2017
shares
Class Of Stock [Line Items]                  
Treasury stock shares acquired (in shares)           475,169 250,550    
Treasury stock shares acquired | $           $ 24,172 $ 9,266    
Number of units held by noncontrolling interest holders           17,738,682   17,738,682 22,472,337
Group LP                  
Class Of Stock [Line Items]                  
Noncontrolling interests (as a percent)           30.00%   30.00% 40.00%
Class A Common Stock                  
Class Of Stock [Line Items]                  
Aggregate stock issuance (in shares)         15,263,653        
Common stock, shares issued           42,176,435   42,176,435 34,163,042
Common stock, shares outstanding           40,993,850   40,993,850 33,455,626
Total Increase in Shares Outstanding 4,689,295 5,680,903 5,356,876 4,511,058       20,238,132  
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           40,993,850   40,993,850 33,455,626
Class B Common Stock                  
Class Of Stock [Line Items]                  
Common stock, shares issued           15,178,575   15,178,575 19,912,230
Common stock, shares outstanding           15,178,575   15,178,575 19,912,230
Total Increase in Shares Outstanding         36,158,698        
Ratio of subscription price to the initial public offering price of shares of common stock       0.0000055          
Dividends payable ratio to outstanding shares of publicly traded common stock       0.0000055          
v3.10.0.1
Stockholders Equity - Schedule of Shares Offered and Increase in Shares Outstanding in Follow-on Offerings (Details) - USD ($)
$ in Thousands
1 Months Ended 45 Months Ended
Mar. 31, 2018
Jul. 31, 2017
Jan. 31, 2017
Nov. 30, 2014
Apr. 30, 2014
Jun. 30, 2018
Class A Common Stock            
Class Of Stock [Line Items]            
Total Shares Offered 5,000,000 6,000,000 5,750,000 6,325,000   23,075,000
Total Increase in Shares Outstanding 4,689,295 5,680,903 5,356,876 4,511,058   20,238,132
Class B Common Stock            
Class Of Stock [Line Items]            
Total Increase in Shares Outstanding         36,158,698  
Stock Purchased/Surrendered 4,689,295 5,680,903 5,356,876 4,507,453   20,234,527
Purchase Cost $ 135 $ 128 $ 101 $ 28   $ 392
v3.10.0.1
Related-Party Transactions - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Related-party transactions          
Principal repayments     $ 193 $ 403  
Manager | Aircraft Lease Entered into During August 2014          
Related-party transactions          
Expenses $ 468 $ 468 936 936  
Employees          
Related-party transactions          
Unsecured promissory notes from employees 359   $ 359   $ 552
Employees | Unsecured Promissory Notes          
Related-party transactions          
Interest rates (as a percent)     4.00%   4.00%
Principal repayments     $ 193 403  
Interest income recognized     13 13  
Moelis Asset Management LP          
Related-party transactions          
Fee for services 152 291 309 604  
Due from related party 0   0   $ 0
Revenue from related parties 242 $ 127 242 $ 1,146  
Corporate Joint Venture          
Related-party transactions          
Due from related party $ 193   $ 193    
Due to related party         $ 128
v3.10.0.1
Regulatory Requirements - Additional Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2018
Dec. 31, 2017
Regulatory Requirements    
Minimum net capital requirement $ 250  
Moelis US    
Regulatory Requirements    
Net capital 100,137 $ 29,259
Net capital in excess of required net capital 99,887 29,009
Moelis UK    
Regulatory Requirements    
Net capital 46,874 50,498
Net capital in excess of required net capital $ 46,816 $ 50,439
v3.10.0.1
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
May 31, 2018
May 30, 2018
Dec. 31, 2017
Bank line of credit              
Available credit under the facility $ 60,251   $ 60,251        
Rent expense incurred relating to operating leases 3,964 $ 3,680 7,901 $ 7,436      
Sublease loss reserve $ 0 $ 0 $ 0 $ 150      
Unsecured Revolving Credit Facility              
Bank line of credit              
Commitment amount         $ 65,000 $ 40,000  
Fixed rate of interest (as a percent) 3.50%   3.50%        
Borrowings under the credit facility $ 0   $ 0       $ 0
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 $ 4,749   $ 4,749        
Fee on the outstanding balances (as a percent)     1.00%        
v3.10.0.1
Commitments and Contingencies - Schedule of Future Minimum Rental Payments Required Under Operating Leases in Place (Details)
$ in Thousands
Jun. 30, 2018
USD ($)
Future minimum rental payments  
2018 $ 9,693
2019 20,418
2020 13,961
2021 8,778
2022 8,568
Thereafter 19,125
Total 80,543
Sublease Income  
2018 (221)
2019 (552)
2020 (883)
2021 (883)
2022 (883)
Thereafter (2,208)
Total (5,630)
Net Minimum Payments  
2018 9,472
2019 19,866
2020 13,078
2021 7,895
2022 7,685
Thereafter 16,917
Total $ 74,913
v3.10.0.1
Employee Benefit Plans - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
EMPLOYEE BENEFIT PLANS        
Minimum age required to be eligible to participate in the 401(k) plan 21 years      
Expenses accrued relating to employer matching contributions $ 569 $ 490 $ 1,164 $ 1,006
v3.10.0.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Income Taxes [Line Items]          
Provision for income taxes $ 6,027 $ 9,549 $ 8,590 $ 16,546  
Effective tax rate (as a percent) 10.00% 16.00% 7.00% 16.00%  
U.S. statutory tax rate     21.00%   35.00%
Group LP          
Income Taxes [Line Items]          
Net deferred tax asset increase     $ 79,923    
Deferred tax assets attributable to exchanges by partners $ 78,645   $ 78,645    
Percentage of cash distribution to partners in connection to IPO attributable to exchanges by partners, payable to partners 85.00%   85.00%    
Total tax receivable agreement obligation $ 66,848   $ 66,848    
Period of tax receivable agreement     15 years    
v3.10.0.1
Revenues and Business Information - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
USD ($)
item
Jun. 30, 2017
item
Jun. 30, 2018
USD ($)
item
Jun. 30, 2017
item
Dec. 31, 2017
USD ($)
Revenues From External Customers And Long Lived Assets [Line Items]          
Deferred revenue $ 3,935   $ 3,935   $ 4,948
Revenues recognized from opening balance of deferred revenues     $ 4,400    
Client | Revenue          
Revenues From External Customers And Long Lived Assets [Line Items]          
Number of clients | item 0 0 0 0  
v3.10.0.1
Revenues and Business Information - Schedule of Geographical Distribution of Revenues and Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Jun. 30, 2018
Jun. 30, 2017
Dec. 31, 2017
Revenues From External Customers And Long Lived Assets [Line Items]          
Revenues $ 220,405 $ 172,149 $ 439,823 $ 345,407  
Total assets 727,476   727,476   $ 699,068
United States          
Revenues From External Customers And Long Lived Assets [Line Items]          
Revenues 193,557 150,704 372,239 289,106  
Total assets 600,040   600,040   519,933
Europe          
Revenues From External Customers And Long Lived Assets [Line Items]          
Revenues 13,896 16,637 37,332 38,656  
Total assets 33,765   33,765   83,834
Rest of World          
Revenues From External Customers And Long Lived Assets [Line Items]          
Revenues 12,952 $ 4,808 30,252 $ 17,645  
Total assets $ 93,671   $ 93,671   $ 95,301
v3.10.0.1
Subsequent Events - Additional Information (Details) - $ / shares
6 Months Ended
Jul. 20, 2018
Jun. 30, 2018
Subsequent Event [Line Items]    
Dividend declared date   Jul. 20, 2018
Subsequent Event    
Subsequent Event [Line Items]    
Dividends declared per share $ 0.47  
Special dividends declared per share $ 1.50  
Dividend payable date Sep. 12, 2018  
Dividend payable record date Aug. 02, 2018  
Subsequent Event | Dividend Declared    
Subsequent Event [Line Items]    
Dividends declared per share $ 1.97