Belgravia Hartford Announces USD$5M Convertible Secured Debenture with Round13 DAF & Closing of C$4M Private Placement
Belgravia announces USD5M convertible debenture & closing of private placement.
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it has entered into a binding agreement with Round13 Digital Asset Fund (' Round13 DAF ') for a secured convertible debenture for a one-time principal amount investment of USD$5,000,000 (the ' Debenture ') convertible into common shares at C$0.71, being a 40% premium to the volume-weighted average trading price (the ' VWAP ') for the seven consecutive days immediately preceding the date of this announcement; and
as a result of this above-market Debenture, Belgravia has elected to voluntarily reduce its non-brokered private placement to close on 16,091,822 units (the ' Units ') at a price of C$0.25 per Unit for aggregate gross proceeds of C$4,022,955.55 (the ' Offering ') to the Company.
New USD$5 Million Round13 DAF Debenture Convertible at C$0.71
The principal amount and interest of the Debenture is convertible into common shares of Belgravia at a conversion price (the ' Conversion Price ') of C$0.71, being a 40% premium to the VWAP for the seven consecutive days immediately preceding the date of this announcement. In the case that, at any time prior to the maturity date of the Debenture, the VWAP of Belgravia common shares equals or exceeds C$1.42, being 200% of the Conversion Price for 20-consecutive trading days of the common shares on the Canadian Securities Exchange (the ' CSE '), then 20% of the then-outstanding principal amount (together with a proportionate amount of accrued and unpaid interest) shall automatically convert into common shares of Belgravia without any further action of Round13 DAF. The Debenture bears interest at a rate of 4% per annum, accrued monthly, and matures two years from the closing date thereof.
Mehdi Azodi, CEO of Belgravia stated: 'This continued support from Round13 DAF, our lead strategic advisor and partner in all areas of Bitcoin-related finance, results in any new securities issued being set at a 40% premium to the price of Belgravia shares for the seven consecutive days immediately preceding the date of the announcement – a far less dilutive mechanism for Belgravia to achieve its stated goals. In addition, as a result of this Debenture, Belgravia has determined that it is in the best interests of our shareholders, to voluntarily cap the Offering at slightly more than 40% of its initial size'.
Mehdi Azodi continued: 'This path enables Belgravia to achieve an excess amount of additional Bitcoin than originally expected to our treasury but, most importantly, with almost 60% less dilution.'
Khaled Verjee, Managing Director of Round13 DAF added: 'We are extremely pleased to continue to support our partners and believe Belgravia is building an innovative business where Bitcoin treasury strategies play an integral role. From its innovative capital structures, protecting shareholder value, to its suite of, soon to be launched, Bitcoin focused technical tools designed to increase shareholder value and growth at a BTC level, Belgravia is well-positioned in this space. For a microcap to be thinking the way Belgravia is, and to have the technical team it does, it is in our opinion a recipe for long term success'.
Closing of Offering
As disclosed by press release on June 24, 2025, the Company announced a non-brokered private placement of Units. Under the Offering, each Unit consists of one common share of the Company (a ' Common Share ') and one-half of one Common Share purchase warrant (each whole warrant, a ' Warrant ') at a price of C$0.25 per Unit. Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of C$0.50 per share for a period of 12-months from the date of issuance. The Warrants will be subject to an acceleration clause whereby, if the closing price of the Common Shares on the CSE is greater than C$0.75 for a period of ten consecutive trading days, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof. In such case, the Warrants will expire 30-days after the date of such notice. Under the Offering, a total of 16,091,822 Units were issued at a price of C$0.25 per Unit for aggregate gross proceeds of C$4,022,955.55.
No finders fees or commissions were paid to any party in connection with either the Offering or the Debenture.
In accordance with the policies of the CSE and applicable securities legislation, the Common Shares and Warrants comprising the Units will be subject to a hold period of four months and one day from the date of issuance. In addition, closing of the Debenture is subject to all rules, policies and procedures of the CSE.
Belgravia intends to use the proceeds of the Debenture and the Offering to purchase Bitcoin, in line with the Company's strategic objective of building a 100% Bitcoin only Treasury.
For more information, legal disclaimer and about Belgravia Hartford please visit, please visit www.belgraviahartford.com or www.blgvbtc.com
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NEW YORK--(BUSINESS WIRE)--Moelis & Company (NYSE:MC) today reported financial results for the second quarter ended June 30, 2025. The Firm's second quarter revenues of $365.4 million increased 38% from the prior year period. The Firm reported second quarter GAAP net income of $46.8 million, or $0.53 per share (diluted). On an Adjusted basis, the Firm reported net income of $45.5 million, or $0.53 per share (diluted) for the second quarter of 2025, as compared with net income of $14.5 million, or $0.18 per share (diluted), in the prior year period. The Firm's first half revenues of $672.0 million increased 39% from the prior year period. The Firm reported GAAP net income of $100.5 million, or $1.17 per share (diluted) for the first half of 2025. On an Adjusted basis, the Firm reported net income of $99.9 million, or $1.17 per share (diluted) in the first half of 2025, as compared with net income of $32.8 million, or $0.40 per share (diluted), in the prior year period. GAAP and Adjusted net income in the first half of 2025 include net tax benefits of approximately $0.28 per share (diluted) related to the settlement of share-based awards. "Our second quarter and first half revenues reflect the strength of our integrated global platform and the continued trust our clients place in us. We enter the second half of the year in a more favorable deal environment and with a significantly expanded range of expertise," said Ken Moelis, Chairman and Chief Executive Officer. The Firm's revenues and net income can fluctuate materially depending on the number, size and timing of completed transactions as well as other factors. Accordingly, financial results in any particular quarter may not be representative of future results over a longer period of time. Currently 92% of the operating partnership (Moelis & Company Group LP) is owned by the corporate partner (Moelis & Company) and is subject to corporate U.S. federal and state income tax. The remaining 8% is owned by other partners of Moelis & Company Group LP and is primarily subject to U.S. federal tax at the partner level (certain state, local and foreign income taxes are incurred at the company level). The Adjusted results included herein apply certain adjustments from our GAAP results, including the assumption that 100% of the Firm's operating result was taxed at our corporate effective tax rate. We believe the Adjusted results, when presented together with comparable GAAP results, are useful to investors to compare our performance across periods and to better understand our operating results. A reconciliation between our GAAP results and our Adjusted results is presented in the Appendix to this press release. GAAP and Adjusted (non-GAAP) Selected Financial Data (Unaudited) GAAP Adjusted (non-GAAP)* Three Months Ended June 30, ($ in thousands except per share data) 2025 2024 Variance 2025 2024 Variance Revenues $ 365,376 $ 264,586 38 % $ 365,376 $ 264,586 38% Income (loss) before income taxes 64,139 21,776 195 % 64,418 21,932 194% Provision (benefit) for income taxes 17,384 6,855 154 % 18,964 7,439 155% Net income (loss) 46,755 14,921 213 % 45,454 14,493 214% Net income (loss) attributable to noncontrolling interests 5,217 1,760 196 % — — N/M Net income (loss) attributable to Moelis & Company $ 41,538 $ 13,161 216 % $ 45,454 $ 14,493 214% Diluted earnings (loss) per share $ 0.53 $ 0.17 212 % $ 0.53 $ 0.18 194% N/M = not meaningful * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) Expand GAAP Adjusted (non-GAAP)* Six Months Ended June 30, ($ in thousands except per share data) 2025 2024 Variance 2025 2024 Variance Revenues $ 671,969 $ 482,071 39% $ 671,969 $ 482,071 39% Income (loss) before income taxes 107,192 31,807 237% 107,471 32,184 234% Provision (benefit) for income taxes 6,662 (599) N/M 7,578 (607) N/M Net income (loss) 100,530 32,406 210% 99,893 32,791 205% Net income (loss) attributable to noncontrolling interests 8,724 2,679 226% — — N/M Net income (loss) attributable to Moelis & Company $ 91,806 $ 29,727 209% $ 99,893 $ 32,791 205% Diluted earnings (loss) per share $ 1.17 $ 0.39 200% $ 1.17 $ 0.40 193% N/M = not meaningful * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) Expand Revenues We earned revenues of $365.4 million in the second quarter of 2025, as compared with $264.6 million in the prior year period, representing an increase of 38%. The increase in second quarter revenues is attributable to an increase in average fees earned per completed transaction, with particular strength in M&A and Capital Markets, as compared with the prior year period. For the first half of 2025, we earned revenues of $672.0 million, as compared with $482.1 million in the prior year period, representing an increase of 39%. The increase in first half revenues is attributable to an increase in average fees earned per completed transaction, with particular strength in M&A and Capital Markets, as compared with the prior year period. We continued to execute on our strategy of organic growth. During the second quarter, three Private Capital Advisory Managing Directors joined the Firm. In addition, one Technology and one Business Services Managing Director, both based in Europe, joined during the second quarter. Expenses The following tables set forth information relating to the Firm's operating expenses. GAAP Adjusted (non-GAAP)* Three Months Ended June 30, ($ in thousands) 2025 2024 Variance 2025 2024 Variance Expenses: Compensation and benefits $ 252,110 $ 197,873 27 % $ 252,110 $ 198,705 27 % % of revenues 69.0 % 74.8 % 69.0 % 75.1 % Non-compensation expenses $ 52,637 $ 46,645 13 % $ 52,637 $ 46,645 13 % % of revenues 14.4 % 17.6 % 14.4 % 17.6 % Total operating expenses $ 304,747 $ 244,518 25 % $ 304,747 $ 245,350 24 % % of revenues 83.4 % 92.4 % 83.4 % 92.7 % * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) Expand GAAP Adjusted (non-GAAP)* Six Months Ended June 30, ($ in thousands) 2025 2024 Variance 2025 2024 Variance Expenses: Compensation and benefits $ 463,659 $ 362,348 28 % $ 463,659 $ 362,036 28 % % of revenues 69.0 % 75.2 % 69.0 % 75.1 % Non-compensation expenses $ 110,769 $ 93,853 18 % $ 110,769 $ 93,853 18 % % of revenues 16.5 % 19.5 % 16.5 % 19.5 % Total operating expenses $ 574,428 $ 456,201 26 % $ 574,428 $ 455,889 26 % % of revenues 85.5 % 94.6 % 85.5 % 94.6 % * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) Expand Total operating expenses on a GAAP and Adjusted basis were $304.7 million for the second quarter of 2025, as compared with GAAP and Adjusted operating expenses of $244.5 million and $245.4 million, respectively, in the prior year period. For the first half of 2025, total operating expenses on a GAAP and Adjusted basis were $574.4 million, as compared with GAAP and Adjusted operating expenses of $456.2 million and $455.9 million, respectively, in the prior year period. The increase in operating expenses in both current year periods is attributable to increased compensation and benefits and non-compensation expenses, as compared with the prior year periods. Compensation and benefits expenses on a GAAP and Adjusted basis were $252.1 million for the second quarter of 2025, as compared with GAAP and Adjusted compensation and benefits expenses of $197.9 million and $198.7 million, respectively, in the prior year period. For the first half of 2025, compensation and benefits expenses on a GAAP and Adjusted basis were $463.7 million, as compared with GAAP and Adjusted compensation and benefits expenses of $362.3 million and $362.0 million, respectively, in the prior year period. The increase in compensation and benefits expenses during both current year periods is primarily attributable to increased headcount and a higher bonus expense accrual, as a result of higher revenues earned, as compared with the prior year periods. Non-compensation expenses on a GAAP and Adjusted basis were $52.6 million for the second quarter of 2025, as compared with GAAP and Adjusted non-compensation expenses of $46.6 million in the prior year period. For the first half of 2025, non-compensation expenses on a GAAP and Adjusted basis were $110.8 million, as compared with GAAP and Adjusted non-compensation expenses of $93.9 million in the prior year period. The increase in non-compensation expenses during both current year periods is primarily attributable to increased travel and related expenses, and communications and technology expenses driven by increased headcount, as compared with the prior year period. Other Income (Expenses) GAAP Adjusted (non-GAAP)* Three Months Ended June 30, ($ in thousands) 2025 2024 Variance 2025 2024 Variance Other income (expenses) $ 3,510 $ 1,708 106 % $ 3,789 $ 2,696 41 % * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) Expand GAAP Adjusted (non-GAAP)* Six Months Ended June 30, ($ in thousands) 2025 2024 Variance 2025 2024 Variance Other income (expenses) $ 9,651 $ 5,937 63 % $ 9,930 $ 6,002 65 % * See Appendix for a reconciliation of GAAP to Adjusted (non-GAAP) Expand Other income (expenses) on a GAAP basis was income of $3.5 million for the second quarter of 2025, as compared with $1.7 million in the prior year period. On an Adjusted basis, other income for the second quarter of 2025 was $3.8 million, as compared with $2.7 million in the prior year period. For the first half of 2025, other income (expenses) on a GAAP basis was $9.7 million, as compared with $5.9 million in the prior year period. On an Adjusted basis, other income for the first half of 2025 was $9.9 million, as compared with $6.0 million in the prior year period. Provision for Income Taxes The corporate partner (Moelis & Company) currently owns 92% of the operating partnership (Moelis & Company Group LP) and is subject to corporate U.S. federal and state income tax on its allocable share of earnings. The remaining 8% of activity is subject to certain state, local and foreign income taxes (including New York City Unincorporated Business Tax), which is accounted for at the partner level through the noncontrolling interests. For Adjusted purposes, we have assumed that 100% of the Firm's second quarter 2025 operating results were taxed at our corporate effective tax rate of 29.5% resulting in a tax expense of approximately $19.0 million. Capital Management and Balance Sheet Moelis & Company continues to maintain a strong financial position, and as of June 30, 2025, we held cash and liquid investments of $474.9 million and had no funded debt or goodwill on our balance sheet. The Board of Directors of Moelis & Company declared a regular quarterly dividend of $0.65 per share. The $0.65 per share will be paid on September 18, 2025, to common stockholders of record on August 4, 2025. Earnings Call We will host a conference call beginning at 5:00pm ET on Thursday, July 24, 2025, accessible via telephone and the internet. Ken Moelis, Chairman and Chief Executive Officer, Navid Mahmoodzadegan, Co-Founder and Co-President, and Chris Callesano, Chief Financial Officer, will review our second quarter 2025 financial results. Following the review, there will be a question and answer session. Investors and analysts may participate in the live conference call by dialing 1-888-300-4150 (domestic) or 1-646-970-1530 (international) and using access code 8014191. Please dial in 15 minutes before the conference call begins. The conference call will also be accessible as a listen-only audio webcast through the Investor Relations section of the Moelis & Company website at For those unable to listen to the live broadcast, a replay of the call will be available for one month via telephone starting approximately one hour after the live call ends. The replay can be accessed at 1-800-770-2030 (domestic) or 1-609-800-9909 (international); the conference number is 8014191. About Moelis & Company Moelis & Company is a leading global independent investment bank that provides innovative strategic advice and solutions to a diverse client base, including corporations, governments and financial sponsors. The Firm assists its clients in achieving their strategic goals by offering comprehensive integrated financial advisory services across all major industry sectors. Moelis & Company's experienced professionals advise clients on their most critical decisions, including mergers and acquisitions, recapitalizations and restructurings, capital markets transactions, and other corporate finance matters. The Firm serves clients from locations across North and South America, Europe, the Middle East, and Asia-Pacific. For further information, please visit: Forward-Looking Statements This press release contains forward-looking statements, which reflect the Firm's current views with respect to, among other things, its operations and financial performance. You can identify these forward-looking statements by the use of words such as 'outlook,' 'believes,' 'expects,' 'potential,' 'continues,' 'may,' 'will,' 'should,' 'seeks,' 'target,' 'approximately,' 'predicts,' 'intends,' 'plans,' 'estimates,' 'anticipates' or the negative version of these words or other comparable words. Such forward-looking statements are based on certain assumptions and estimates and subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include, but are not limited to, those described under "Risk Factors" discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, subsequent reports filed on Form 10-Q and our other filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release. In addition, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results. The Firm undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. Non-GAAP Financial Measures The Company prepares its consolidated financial statements using accounting principles generally accepted in the United States (GAAP). From time to time, the Company may disclose certain 'non-GAAP financial measures' in the course of its earnings releases, earnings conference calls, financial presentations and otherwise. The Securities and Exchange Commission defines a 'non-GAAP financial measure' as a numerical measure of historical or future financial performance, financial position, or cash flows that is subject to adjustments that effectively exclude, or include amounts from the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures disclosed by the Company are provided as additional information to analysts, investors and other stakeholders in order to provide them with greater transparency about, or an alternative method for assessing our financial condition, operating results, or capital adequacy. Adjusted results are a non-GAAP financial measure which provide additional information on management's view of operating results. These measures are not in accordance with, or a substitute for GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. Whenever we refer to a non-GAAP financial measure, we will also generally define it or present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measure we reference and such comparable GAAP financial measure. The Company's Adjusted revenues includes amounts reflected within other income (expenses) which are considered the equivalent of revenues for compensation. Such adjustments may include gains on founder investments where our employees and the Moelis advisory platform contributed meaningfully to the value creation; or the mark-to-market impact of equity instruments held by the Company that were originally received as payment for our banking services and included in revenues. We believe these adjustments are useful to allow comparability of period-to-period operating performance and compensation levels. The Company's Adjusted compensation and benefits expenses may include adjustments reflected within other income (expenses) associated with compensation awards forfeited or returned to the Company by former employees. Management views the credits associated with such forfeitures as an offset to compensation and benefits expenses since the Firm will utilize the forfeited economics to recruit and or retain talent. We believe the netted presentation of forfeiture credits and compensation expenses is useful to allow comparability of period-to-period operating performance. The Company's Adjusted non-compensation expenses and other income (expenses) may exclude certain one-time items that reduce the comparability of our operating performance as well as the amounts related to revenues and compensation and benefits expenses discussed above and adjustments to our provision for income taxes discussed below. Such adjustments increase the comparability of our financial performance across reporting periods and versus our peers. The Company's Adjusted provision (benefit) for income taxes is adjusted to illustrate the result as if 100% of the Firm's income is being taxed at our corporate effective tax rates for the periods presented. Adjusted provision (benefit) for income taxes periodically includes the tax impact related to the settlement of share-based awards, the reclassification of TRA liability adjustments, or adjustments to our deferred tax assets and liabilities that occur in connection with new tax legislation. Such adjustments increase the comparability of our financial performance across reporting periods and versus our peers. The Company's Adjusted basic and diluted shares of Class A common stock outstanding is presented for each period as if all outstanding Class A partnership units have been exchanged into Class A common stock. The Adjusted presentation helps analysts, investors, and other stakeholders understand the effect of the Firm's ownership structure on its results, including the impact of all the Firm's income becoming subject to corporate-level tax. Appendix GAAP Consolidated Statement of Operations (Unaudited) Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information (Unaudited) Moelis & Company GAAP Consolidated Statement of Operations Unaudited (dollars in thousands, except for share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenues $ 365,376 $ 264,586 $ 671,969 $ 482,071 Expenses Compensation and benefits 252,110 197,873 463,659 362,348 Occupancy 8,726 7,073 16,843 14,162 Professional fees 7,424 5,961 14,338 12,126 Communication, technology and information services 13,870 11,990 27,191 24,234 Travel and related expenses 12,996 8,511 30,465 20,474 Depreciation and amortization 2,760 2,434 5,539 4,809 Other expenses 6,861 10,676 16,393 18,048 Total Expenses 304,747 244,518 574,428 456,201 Operating income (loss) 60,629 20,068 97,541 25,870 Other income (expenses) 3,510 1,708 9,651 5,937 Income (loss) before income taxes 64,139 21,776 107,192 31,807 Provision (benefit) for income taxes 17,384 6,855 6,662 (599) Net income (loss) 46,755 14,921 100,530 32,406 Net income (loss) attributable to noncontrolling interests 5,217 1,760 8,724 2,679 Net income (loss) attributable to Moelis & Company $ 41,538 $ 13,161 $ 91,806 $ 29,727 Weighted-average shares of Class A common stock outstanding Basic 75,615,922 72,148,948 74,788,620 71,239,595 Diluted 78,644,806 75,788,525 78,773,981 75,593,865 Net income (loss) attributable to holders of shares of Class A common stock per share Basic $ 0.55 $ 0.18 $ 1.23 $ 0.42 Diluted $ 0.53 $ 0.17 $ 1.17 $ 0.39 Expand Moelis & Company Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information Unaudited (dollars in thousands, except share and per share data) Three Months Ended June 30, 2025 Adjusted items GAAP Adjustments Adjusted (non-GAAP) Other income (expenses) $ 3,510 $ 279 (a) $ 3,789 Income (loss) before income taxes 64,139 279 64,418 Provision (benefit) for income taxes 17,384 1,580 (a)(b) 18,964 Net income (loss) 46,755 (1,301 ) 45,454 Net income (loss) attributable to noncontrolling interests 5,217 (5,217 ) (c) — Net income (loss) attributable to Moelis & Company $ 41,538 $ 3,916 $ 45,454 Weighted-average shares of Class A common stock outstanding Basic 75,615,922 6,533,475 (c) 82,149,397 Diluted 78,644,806 6,533,475 (c) 85,178,281 Net income (loss) attributable to holders of shares of Class A common stock per share Basic $ 0.55 $ 0.55 Diluted $ 0.53 $ 0.53 (a) Tax Receivable Agreement ('TRA') liability related adjustments are made to other income (expenses) for GAAP purposes. Any adjustment related to the TRA liability is reclassified to the provision for income tax line and such adjustment for the period was an expense of $0.3 million. (b) An adjustment has been made to illustrate the result as if 100% of the Firm's income is being taxed at our corporate effective tax rate for the period stated. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the TRA liabilities originated from past partnership unit exchanges; such adjustment for this period was a net expense of $0.3 million, which is not included in the corporate tax provision for the period presented. (c) Assumes all outstanding Class A partnership units have been exchanged into Class A common stock. Expand Moelis & Company Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information Unaudited (dollars in thousands, except share and per share data) Three Months Ended June 30, 2024 Adjusted items GAAP Adjustments Adjusted (non-GAAP) Compensation and benefits $ 197,873 $ 832 (a) $ 198,705 Other income (expenses) 1,708 988 (a)(b) 2,696 Income (loss) before income taxes 21,776 156 21,932 Provision (benefit) for income taxes 6,855 584 (b)(c) 7,439 Net income (loss) 14,921 (428 ) 14,493 Net income (loss) attributable to noncontrolling interests 1,760 (1,760 ) (d) — Net income (loss) attributable to Moelis & Company $ 13,161 $ 1,332 $ 14,493 Weighted-average shares of Class A common stock outstanding Basic 72,148,948 6,300,175 (d) 78,449,123 Diluted 75,788,525 6,300,175 (d) 82,088,700 Net income (loss) attributable to holders of shares of Class A common stock per share Basic $ 0.18 $ 0.18 Diluted $ 0.17 $ 0.18 (a) Reflects a reclassification of $0.8 million of other income (expenses) to compensation and benefits associated with the forfeiture or return of compensation by former employees. (b) Tax Receivable Agreement liability related adjustments are made to other income (expenses) for GAAP purposes. The adjustment of $0.2 million is reclassified to the provision for income taxes line. (c) An adjustment has been made to illustrate the result as if 100% of the Firm's income is being taxed at our corporate effective tax rate for the period stated. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with past partnership unit exchanges; such adjustment for this period was a net expense of $0.2 million, which is not included in the corporate tax provision for the period presented. (d) Assumes all outstanding Class A partnership units have been exchanged into Class A common stock. Expand Moelis & Company Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information Unaudited (dollars in thousands, except share and per share data) Six Months Ended June 30, 2025 Adjusted items GAAP Adjustments Adjusted (non-GAAP) Other income (expenses) $ 9,651 $ 279 (a) $ 9,930 Income (loss) before income taxes 107,192 279 107,471 Provision (benefit) for income taxes 6,662 916 (a)(b) 7,578 Net income (loss) 100,530 (637) 99,893 Net income (loss) attributable to noncontrolling interests 8,724 (8,724) (c) — Net income (loss) attributable to Moelis & Company $ 91,806 $ 8,087 $ 99,893 Weighted-average shares of Class A common stock outstanding Basic 74,788,620 6,442,494 (c) 81,231,114 Diluted 78,773,981 6,442,494 (c) 85,216,475 Net income (loss) attributable to holders of shares of Class A common stock per share Basic $ 1.23 $ 1.23 Diluted $ 1.17 $ 1.17 (a) Tax Receivable Agreement ('TRA') liability related adjustments are made to other income (expenses) for GAAP purposes. Any adjustment related to the TRA liability is reclassified to the provision for income tax line and such adjustment for the period was an expense of $0.3 million. (b) An adjustment has been made to illustrate the result as if 100% of the Firm's income is being taxed at our corporate effective tax rate for the period stated. Our tax provision includes a tax benefit related to the settlement of share-based awards of $24.1 million; excluding such discrete benefit, our effective tax rate for the period presented would have been 29.5%. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the TRA liabilities originated from past partnership unit exchanges; such adjustment for this period was a net expense of $0.3 million, which is not included in the corporate tax provision for the period presented. (c) Assumes all outstanding Class A partnership units have been exchanged into Class A common stock. Expand Moelis & Company Reconciliation of GAAP to Adjusted (non-GAAP) Financial Information Unaudited (dollars in thousands, except share and per share data) Six Months Ended June 30, 2024 Adjusted items GAAP Adjustments Adjusted (non-GAAP) Compensation and benefits $ 362,348 $ (312) (a) $ 362,036 Other income (expenses) 5,937 65 (a)(b) 6,002 Income (loss) before income taxes 31,807 377 32,184 Provision (benefit) for income taxes (599) (8) (b)(c) (607) Net income (loss) 32,406 385 32,791 Net income (loss) attributable to noncontrolling interests 2,679 (2,679) (d) — Net income (loss) attributable to Moelis & Company $ 29,727 $ 3,064 $ 32,791 Weighted-average shares of Class A common stock outstanding Basic 71,239,595 6,313,635 (d) 77,553,230 Diluted 75,593,865 6,313,635 (d) 81,907,500 Net income (loss) attributable to holders of shares of Class A common stock per share Basic $ 0.42 $ 0.42 Diluted $ 0.39 $ 0.40 (a) Reflects a reclassification of $0.3 million of other income (expenses) to compensation and benefits associated with the forfeiture or return of compensation by former employees. (b) Tax Receivable Agreement liability related adjustments are made to other income (expenses) for GAAP purposes. The adjustment of $0.4 million is reclassified to the provision for income taxes line. (c) An adjustment has been made to illustrate the result as if 100% of the Firm's income is being taxed at our corporate effective tax rate for the period stated. Together with the tax benefit related to the settlement of share-based awards of $11.6 million, we have a net tax benefit of $0.6 million. Our Adjusted tax provision excludes any benefits or costs related to the adjustment to the step-up in tax basis in Group LP assets and TRA liabilities in connection with past partnership unit exchanges; such adjustment for this period was a net expense of $0.4 million, which is not included in the corporate tax provision for the period presented. (d) Assumes all outstanding Class A partnership units have been exchanged into Class A common stock. Expand
