February 2020 - Moelis & Company
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February 2020
Forward Looking Statements This presentation contains forward looking statements, which reflect the Company’s current views with respect to, among other things, its operations and financial performance. You can identify these forward looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “target,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. For a further discussion of such factors, you should read the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or review any forward looking statement, whether as a result of new information, future developments or otherwise. [1]
Premier Global Independent Investment Bank Global footprint — 20 geographic locations in the Americas, Europe, the Middle East, Asia and Australia Trusted advisor — Focus on M&A, Restructuring, Capital Markets Advisory and Private Funds Advisory World class coverage — 126 MDs with an average of over 22 years of experience 1 Consistent Performance — Top ten global M&A advisor for completed M&A 2 — Number one Global and US restructuring advisor 3 Strong growth with significant opportunities ahead — Record 2H 2019 revenues of $455 million, the strongest six month period in Firm history Healthy balance sheet with strong cash position and no debt or goodwill Commitment to return 100% of excess capital to shareholders Notes: 1. As of 12/31/2019 2. Source: Dealogic – FY 2019 M&A Revenue 3. Source: Refinitiv – FY 2019 Completed Deals (by value) [2]
Moelis & Company Milestones Founded and Raised Growth Capital from Global Institutional Investors 2007 – 2008 Hired Restructuring Team Established European Business 2009 – 2010 Formed Joint Venture in Australia Japan Alliance with SMBC/SMBC Nikko & $93 Million Investment Entered Hong Kong, China, India & Middle East 2011 – 2014 IPO in April 2014 (NYSE: MC) Formed Private Funds Advisory Business Expanded into Brazil & established German presence 2015 – 2016 Mexico Alliance with Alfaro, Dávila y Scherer, S.C. Completed Energy Team build out Australian Joint Venture listed on Australian Securities Exchange 2017 – 2019 Formed Shareholder Defense and Capital Solutions Group Expansion into Continental Europe and the Benelux & Nordic Regions [3]
Our Business: Relationships, Judgment and Experience Global footprint to serve client needs with over 600 bankers ¹ Amsterdam, NL London, UK Frankfurt, DE Chicago, US Boston, US Paris, FR San Francisco, US New York, US Beijing, CN Washington, DC, US Japan Los Angeles, US Strategic Alliance with Houston, US Dubai, UAE SMBC / SMBC Nikko Mexico City, MX Mumbai, IN Hong Kong, CN Strategic Alliance with Alfaro, Dávila y Scherer, S.C. São Paulo, BR Sydney, AUS Joint Venture Melbourne, AUS Joint Venture Globally integrated platform valuable to clients and difficult to replicate Note: [4] 1. As of 12/31/2019
Differentiated Model Global partnership approach Global One firm P&L (non commission-based compensation) Collaboration Optimal structure for client advice and talent development Profitable organic growth High ROIC Internal talent development (34% of current MDs are promotes) 1 Return 100% of excess cash Commitment to Shareholders Disciplined expense management Clean balance sheet with no debt or goodwill Note: [5] 1. As of 2/5/2020
Recent Transactions with Marquee Clients $29.4bn $21.7bn $85.1bn $48bn Exchange of Cash and Class $19bn (Incl. Greenshoe) Acquisition of Twenty-First CBS and Viacom C Common Stock for Class All-Share Combination with Century Fox, Inc. All-Stock Merger Initial Public Offering V Tracking Stock Flutter Entertainment plc £4.9bn $16.2bn €8.7bn $8.4bn $7.2bn Sale of Two Portfolios of Sale to Nexstar Mortgages and Unsecured Restructuring Restructuring Sale to Digital Realty, Inc. Media Group, Inc. Loans $5.5bn $5.1bn $4.4bn Restructuring and Sale of Transformative Global Exchange Offer, Consent $3.7bn €2.9bn Aubstantially All Assets to Collaboration with Solicitations, Term Loan Merger with Option Care ESL Investments, Inc. Gilead Sciences, Inc. Amendment and Extension Enterprises, Inc. Exchange Offer $3bn $2.6bn $2.6bn $1.1bn Up to $950mm Acquisition of AK Steel Sale to Brookfield Acquisition by Acquisition of Banco Holding Corporation Infrastructure Partners LP Expedia Group, Inc. Santander Puerto Rico Sale to Alkermes plc £668mm $845mm $775mm $750mm $750mm Acquisition of Sale to Shiseido Sale to Cantel Common Stock Sale to Goldman Sachs Tarsus Group plc Company, Limited Medical Corp. Commitment by CPPIB Group, Inc. [6]
Compelling Investment Opportunity Leading track record of growth Differentiated model — Strong partnership culture — One-Firm philosophy with one global P&L — Focus on internal development Significant shareholder returns over last three years — Returned $11.50 1 in cash per share in dividends Strong, asset light balance sheet with no debt and no goodwill Longer and steadier M&A cycle; leading restructuring franchise despite low default environment Continued maturation of global network — ~ 25% of MDs have been MDs at the firm for three years or less Note: [7] 1. Includes dividends declared but not yet paid
Substantial Organic Growth and Cash Flow Generation Significant Growth Since With Focus on Managing Generates High Cash our IPO… the Business… Returns 82% 1 revenue growth Raised regular dividend 200% from $0.17 2 to $0.51 No debt per quarter 86 MDs at IPO and 126 today No acquisitions Returned $17.56 3 in cash No goodwill per share in dividends Entered new markets, sectors and products Expense management Returned over 65% of IPO price in dividends 3 Over $525 million returned in capital with respect to 2018 and 2019 Notes: 1. Based on fiscal year 2013 revenues of $411 million and fiscal year 2019 revenues of $747million performance years 3,4 2. Represents dividend contemplated at time of IPO 3. Includes dividends declared but not yet paid [8] 4. Includes dividends, special dividends and share repurchases
Growth Drivers Leading Restructuring Premier M&A Franchise Differentiated Model Team Increasing Market Share Growing restructuring Maturation of MDs on global business in low default platform Strong fundamentals of environment M&A remain in place Expanding global brand #1 Ranking for US & recognition Technological disruption to Worldwide Completed lead to longer cycle Collaborative model delivers Volumes in 2019 2 exceptional client advice Financial Sponsors need to Named Top Restructuring put capital to work Intense focus on ROIC Adviser for the 2019 IFR Global M&A volumes still Awards Investment in talent below peak 2007 levels 1 development Significant Franchise Enhancement and Shareholder Value Notes: 1. Per Thomson Reuters as of January 3, 2020; based on announced deal volumes > $100mm for the twelve months ended 12/31/2019 [9] 2. Source: Refinitiv – FY 2019 Completed Deals (by value)
Strong Record of Organic Growth MOELIS & COMPANY REVENUES ($MM) $886 $747 $685 $613 $552 $519 $386 $411 $268 Market 2011 2012 2013 2014 2015 2016 2017 2018 2019 Metrics M&A Y-o-Y Change 1 13.7% (3.0%) (4.0%) 11.9% (4.5%) (6.9%) (1.2%) (3.4%) (8.0%) Default Rates 2 1.9% 2.6% 2.8% 2.1% 2.5% 4.4% 3.4% 3.0% 2.4% Source: Thomson Reuters Notes: 1. Based on global completed number of M&A transactions greater than $100 million for the twelve month period ended 12/31/2019 [ 10 ] 2. Based on average trailing twelve month default rate from Moody’s “Annual Default Study: Corporate Default and Recovery Rates”
Strong Balance Sheet and Disciplined Capital Management Strong financial position — Cash and liquid investments of $342 million 1 — No debt or goodwill Minimal capital requirements Commitment to return all excess capital to shareholders through dividends and share repurchases — Record level of open market share repurchases in 2019 — Declared special dividend of $0.75 per share in Q1 2020; eighth special dividend declared in Firm history — Increased regular quarterly dividend by 2% to $0.51 per share; seventh regular quarterly dividend increase — Board of Directors authorized $100 million repurchase plan in Q1 2019 Note: 1. As of 12/31/2019 [ 11 ]
Moelis & Company: Leading Dividend Yield $5.00 11.0% $4.66 10.3% $4.50 9.6% 10.0% $4.08 $4.00 8.9% 9.0% $3.50 $2.75 7.6% $3.00 8.0% $2.76 $2.56 $2.50 6.5% $2.50 $0.75 7.0% $2.00 4.9% $1.90 $1.25 $1.60 6.0% $1.50 $0.80 5.0% $1.00 $1.00 $2.01 $1.91 $1.58 $1.10 $1.31 4.0% $0.50 $0.60 $- 3.0% 2014 2015 2016 2017 2018 2019 1 Regular Dividends Special Dividends Dividend Yield Commitment to Return Excess Cash to Shareholders Note: 1. Includes all regular and special dividends declared with respect to Moelis’s activities related to each fiscal year. Dividend yield calculated based on average share price during each fiscal year ended December 31 [ 12 ]
Appendix
Reconciliation of GAAP to Adjusted (non-GAAP) Financials Twelve Months Ended December 31, 2019 Adjusted ($ in thousands) U.S. GAAP Adjustments (non-GAAP) Revenues $746,534 - $746,534 Expenses Compensation and Benefits $488,439 $(18,185)¹ $470,254 Non Compensation Expenses $143,552 - $143,552 Total Operating Expenses $631,991 $(18,185) $613,806 Operating Income $114,543 $18,185 $132,728 Compensation Ratio 65.4 % 63.0 % Non-Compensation Ratio 19.2 % 19.2 % Operating Income Margin 15.3 % 17.8 % Our Adjusted results apply certain adjustments from our GAAP results, including the assumption that 100% of the Firm’s full year 2019 income was taxed at our corporate effective tax rate. We believe the Adjusted results, when presented together with comparable GAAP results, are useful to investors to compare our performance across periods and to better understand our operating results. Source: Company filings Note: 1. Includes amortization of equity awards granted to employees and MDs in connection with the IPO; includes reclassification associated with the forfeiture of fully vested awards and enforcement of non-compete provisions and reflects the reclassification of compensation and benefits expense associated with the Firm's gain on its sale of 20.5 [ 14 ] million shares of Moelis Australia.
Quarterly Revenue Summary QUARTERLY REVENUE (Q1 2013 – Q4 2019) ($MM) $238 $232 $224 $219 $220 $205 $208 $175 $173 $172 $170 $169 $154 $152 $154 $151 $144 $138 $132 $129 $132 $126 $126 $115 $99 $99 $99 $60 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2013 2014 2015 2016 2017 2018 2019 % of Full Year 15% 24% 24% 38% 22% 25% 25% 28% 18% 23% 28% 32% 21% 21% 25% 33% 25% 25% 25% 25% 25% 25% 23% 27% 18% 21% 31% 30% Revenue 1 Source: Company filings Note: Management primarily focuses on annual revenue measures as revenues in any quarter may not be indicative of full year results and the results of any period may vary significantly from quarter to quarter and year to year. For the purpose of understanding the Company’s historical experience for the 9-year period of 2010-2019, revenues on average were distributed over the four calendar quarters as follows: Q1: 21%; Q2: 24%; Q3: 26%; Q4: 30%. The quarterly revenue data for Q1 2013 through Q4 2019 was derived from our unaudited financial statements included in our Form 10-Qs and our audited financial statements included in our Form 10-Ks. The quarterly revenue data for 2010, 2011 and 2012 was prepared on substantially the same basis as the unaudited financial statements in our Form 10-Qs and our audited financial statements in our Form 10-Ks and includes all normal and recurring adjustments that we consider necessary for a fair presentation of revenue for these periods [ 15 ] 1. Sum of four quarters may not add up to 100% due to rounding
Share Count Breakdown For the Three Months ended December 31, 2019 (shares in millions) 80.0 4.7 69.3 70.0 10.4 2.6 60.0 51.6 50.0 40.0 30.0 20.0 Basic Class A Class A Partnership Class A Partnership Unvested RSUs and Diluted Class A Common Shares 1 Units Held by EOs & Units Held by Pre-IPO Options 4 Shares / Exchangeable MDs 2, 3 Strategic Investor Units (As Adjusted) Notes: Data represents weighted-average for the three month period ending December 31, 2019 1. Includes 1.9 million undelivered awards with no remaining service requirement 2. Includes former Managing Directors and Employees 3. In April 2020, all outstanding Class A Partnership Units will be off of lock-up [ 16 ] 4. As calculated under the treasury stock method
Historical Deal Distribution by Transaction Size 100% 5% 7% 7% 11% 10% 15% 16% 80% 27% 24% % of Total Deal Count 29% 33% 28% 23% 60% 20% 23% 16% 18% 21% 40% 56% 49% 20% 43% 41% 41% 36% 0% Moelis Evercore Greenhill Houlihan Lazard PJT $100mm - $500mm $500mm - $1.0bn $1.0bn - $5.0bn > $5.0bn Source: Dealogic Note: Percentage represents percent of total company deal count; based on completed M&A transactions from 1/1/2017 to 12/31/2019; excludes transactions less than $100 million and those with no transaction value disclosed [ 17 ]
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