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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
_____________________________________________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2022
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from
to
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Commission File Number 001-32975
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EVERCORE INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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20-4748747 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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55 East 52nd Street |
New York,
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New York
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10055
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(Address of principal executive offices)
Registrant’s telephone number, including area code: (212)
857-3100
N/A
(Former name, former address and former fiscal year, if changed
since last report)
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share |
EVR |
New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the
registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule
12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The number of shares of the registrant’s Class A common stock,
par value $0.01 per share, outstanding as of October 21, 2022 was
38,837,722. The number of shares of the registrant’s Class B common
stock, par value $0.01 per share, outstanding as of October 21,
2022 was 49 (excluding 51 shares of Class B common stock held by a
subsidiary of the registrant).
Table
of Contents
In this report, references to "Evercore", the "Company", "we",
"us", "our" refer to Evercore Inc., a Delaware corporation, and its
consolidated subsidiaries. Unless the context otherwise requires,
references to (1) "Evercore Inc." refer solely to Evercore Inc.,
and not to any of its consolidated subsidiaries and (2) "Evercore
LP" refer solely to Evercore LP, a Delaware limited partnership,
and not to any of its consolidated subsidiaries.
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|
|
|
|
|
|
|
|
|
|
Page |
|
|
Item 1. |
|
|
Item 2. |
|
|
Item 3. |
|
|
Item 4. |
|
|
|
|
Item 1. |
|
|
Item 2. |
|
|
Item 6. |
|
|
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1. |
Financial Statements |
|
|
|
|
|
|
|
|
Condensed Consolidated Financial Statements (Unaudited) |
Page |
|
|
|
|
|
|
|
|
|
|
|
|
EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL
CONDITION
(UNAUDITED)
(dollars in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
Assets |
|
|
|
|
|
Current Assets |
|
|
|
|
|
Cash and Cash Equivalents |
$ |
473,066 |
|
|
$ |
578,317 |
|
|
|
Investment Securities and Certificates of Deposit (includes
available-for-sale debt securities with an amortized cost of
$655,809 and $706,826 at September 30, 2022 and December 31, 2021,
respectively)
|
1,313,001 |
|
|
1,784,639 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable (net of allowances of $4,352 and $2,704 at
September 30, 2022 and December 31, 2021,
respectively)
|
303,725 |
|
|
351,668 |
|
|
|
Receivable from Employees and Related Parties |
23,178 |
|
|
25,208 |
|
|
|
|
|
|
|
|
|
Other Current Assets |
108,544 |
|
|
58,533 |
|
|
|
Total Current Assets |
2,221,514 |
|
|
2,798,365 |
|
|
|
|
|
|
|
|
|
Investments |
43,314 |
|
|
75,176 |
|
|
|
Deferred Tax Assets |
278,535 |
|
|
248,077 |
|
|
|
Operating Lease Right-of-Use Assets |
240,048 |
|
|
263,329 |
|
|
|
Furniture, Equipment and Leasehold Improvements (net of accumulated
depreciation and amortization of $178,125 and $165,857 at September
30, 2022 and December 31, 2021, respectively)
|
145,815 |
|
|
148,589 |
|
|
|
Goodwill |
119,812 |
|
|
128,246 |
|
|
|
Intangible Assets (net of accumulated amortization of $3,568 and
$3,294 at September 30, 2022 and December 31, 2021,
respectively)
|
62 |
|
|
336 |
|
|
|
|
|
|
|
|
|
Other Assets |
102,169 |
|
|
140,539 |
|
|
|
Total Assets |
$ |
3,151,269 |
|
|
$ |
3,802,657 |
|
|
|
Liabilities and Equity |
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
Accrued Compensation and Benefits |
$ |
595,146 |
|
|
$ |
1,109,716 |
|
|
|
Accounts Payable and Accrued Expenses |
33,088 |
|
|
31,633 |
|
|
|
|
|
|
|
|
|
Payable to Employees and Related Parties |
36,461 |
|
|
58,876 |
|
|
|
|
|
|
|
|
|
Operating Lease Liabilities |
40,633 |
|
|
47,321 |
|
|
|
Taxes Payable |
8,443 |
|
|
20,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Current Liabilities |
35,589 |
|
|
28,610 |
|
|
|
Total Current Liabilities |
749,360 |
|
|
1,297,136 |
|
|
|
Operating Lease Liabilities |
276,702 |
|
|
297,473 |
|
|
|
Notes Payable |
369,300 |
|
|
376,243 |
|
|
|
|
|
|
|
|
|
Amounts Due Pursuant to Tax Receivable Agreements |
70,770 |
|
|
70,209 |
|
|
|
Other Long-term Liabilities |
97,297 |
|
|
126,315 |
|
|
|
Total Liabilities |
1,563,429 |
|
|
2,167,376 |
|
|
|
Commitments and Contingencies (Note 15) |
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
Evercore Inc. Stockholders' Equity |
|
|
|
|
|
Common Stock |
|
|
|
|
|
Class A, par value $0.01 per share (1,000,000,000 shares
authorized, 79,632,356 and 74,804,288 issued at September 30, 2022
and December 31, 2021, respectively, and 38,835,732 and 37,903,430
outstanding at September 30, 2022 and December 31, 2021,
respectively)
|
796 |
|
|
748 |
|
|
|
Class B, par value $0.01 per share (1,000,000 shares authorized, 49
and 53 issued and outstanding at September 30, 2022 and December
31, 2021, respectively)
|
— |
|
|
— |
|
|
|
Additional Paid-In-Capital |
2,808,533 |
|
|
2,458,779 |
|
|
|
Accumulated Other Comprehensive Income (Loss) |
(50,794) |
|
|
(12,086) |
|
|
|
Retained Earnings |
1,659,479 |
|
|
1,418,382 |
|
|
|
Treasury Stock at Cost (40,796,624 and 36,900,858 shares at
September 30, 2022 and December 31, 2021,
respectively)
|
(3,006,249) |
|
|
(2,545,452) |
|
|
|
Total Evercore Inc. Stockholders' Equity |
1,411,765 |
|
|
1,320,371 |
|
|
|
Noncontrolling Interest |
176,075 |
|
|
314,910 |
|
|
|
Total Equity |
1,587,840 |
|
|
1,635,281 |
|
|
|
Total Liabilities and Equity |
$ |
3,151,269 |
|
|
$ |
3,802,657 |
|
|
|
See Notes to Unaudited Condensed Consolidated Financial
Statements.
EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(dollars and share amounts in thousands, except per share
data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
Revenues |
|
|
|
|
|
|
|
|
|
Investment Banking: |
|
|
|
|
|
|
|
|
|
Advisory Fees |
$ |
488,224 |
|
|
$ |
708,333 |
|
|
$ |
1,689,033 |
|
|
$ |
1,781,065 |
|
|
|
Underwriting Fees |
28,697 |
|
|
54,381 |
|
|
78,519 |
|
|
181,686 |
|
|
|
Commissions and Related Revenue |
49,200 |
|
|
46,763 |
|
|
152,583 |
|
|
151,014 |
|
|
|
Asset Management and Administration Fees |
15,641 |
|
|
16,960 |
|
|
48,724 |
|
|
48,092 |
|
|
|
Other Revenue, Including Interest and Investments |
(637) |
|
|
1,511 |
|
|
(25,455) |
|
|
25,142 |
|
|
|
Total Revenues |
581,125 |
|
|
827,948 |
|
|
1,943,404 |
|
|
2,186,999 |
|
|
|
Interest Expense |
4,188 |
|
|
4,393 |
|
|
12,696 |
|
|
13,269 |
|
|
|
Net Revenues |
576,937 |
|
|
823,555 |
|
|
1,930,708 |
|
|
2,173,730 |
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Employee Compensation and Benefits |
355,794 |
|
|
486,471 |
|
|
1,174,500 |
|
|
1,289,659 |
|
|
|
Occupancy and Equipment Rental |
19,680 |
|
|
19,191 |
|
|
58,465 |
|
|
55,413 |
|
|
|
Professional Fees |
29,294 |
|
|
24,851 |
|
|
81,207 |
|
|
67,859 |
|
|
|
Travel and Related Expenses |
12,862 |
|
|
5,895 |
|
|
35,474 |
|
|
11,902 |
|
|
|
Communications and Information Services |
15,333 |
|
|
14,082 |
|
|
45,745 |
|
|
42,191 |
|
|
|
Depreciation and Amortization |
7,065 |
|
|
7,122 |
|
|
20,772 |
|
|
20,914 |
|
|
|
Execution, Clearing and Custody Fees |
2,378 |
|
|
2,484 |
|
|
7,806 |
|
|
8,949 |
|
|
|
Special Charges, Including Business Realignment Costs |
— |
|
|
8,554 |
|
|
532 |
|
|
8,554 |
|
|
|
Acquisition and Transition Costs |
— |
|
|
— |
|
|
— |
|
|
7 |
|
|
|
Other Operating Expenses |
4,132 |
|
|
9,752 |
|
|
20,262 |
|
|
21,908 |
|
|
|
Total Expenses |
446,538 |
|
|
578,402 |
|
|
1,444,763 |
|
|
1,527,356 |
|
|
|
Income Before Income from Equity Method Investments and Income
Taxes |
130,399 |
|
|
245,153 |
|
|
485,945 |
|
|
646,374 |
|
|
|
Income from Equity Method Investments |
2,027 |
|
|
3,681 |
|
|
6,813 |
|
|
10,099 |
|
|
|
Income Before Income Taxes |
132,426 |
|
|
248,834 |
|
|
492,758 |
|
|
656,473 |
|
|
|
Provision for Income Taxes |
40,790 |
|
|
59,712 |
|
|
114,134 |
|
|
137,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
91,636 |
|
|
189,122 |
|
|
378,624 |
|
|
518,602 |
|
|
|
Net Income Attributable to Noncontrolling Interest |
9,198 |
|
|
29,577 |
|
|
42,543 |
|
|
74,346 |
|
|
|
Net Income Attributable to Evercore Inc. |
$ |
82,438 |
|
|
$ |
159,545 |
|
|
$ |
336,081 |
|
|
$ |
444,256 |
|
|
|
Net Income Attributable to Evercore Inc. Common
Shareholders |
$ |
82,438 |
|
|
$ |
159,545 |
|
|
$ |
336,081 |
|
|
$ |
444,256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares of Class A Common Stock
Outstanding |
|
|
|
|
|
|
|
|
|
Basic |
39,114 |
|
|
39,467 |
|
|
39,375 |
|
|
40,492 |
|
|
|
Diluted |
40,527 |
|
|
42,697 |
|
|
41,104 |
|
|
43,597 |
|
|
|
Net Income Per Share Attributable to Evercore Inc. Common
Shareholders: |
|
|
|
|
|
|
|
|
|
Basic |
$ |
2.11 |
|
|
$ |
4.04 |
|
|
$ |
8.54 |
|
|
$ |
10.97 |
|
|
|
Diluted |
$ |
2.03 |
|
|
$ |
3.74 |
|
|
$ |
8.18 |
|
|
$ |
10.19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Unaudited Condensed Consolidated Financial
Statements.
EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(UNAUDITED)
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
$ |
91,636 |
|
|
$ |
189,122 |
|
|
$ |
378,624 |
|
|
$ |
518,602 |
|
|
|
Other Comprehensive Income (Loss), net of tax: |
|
|
|
|
|
|
|
|
|
Unrealized Gain (Loss) on Securities and Investments,
net |
1,186 |
|
|
(858) |
|
|
1,493 |
|
|
(363) |
|
|
|
Foreign Currency Translation Adjustment Gain (Loss),
net |
(22,597) |
|
|
(6,749) |
|
|
(44,136) |
|
|
(4,310) |
|
|
|
Other Comprehensive Income (Loss) |
(21,411) |
|
|
(7,607) |
|
|
(42,643) |
|
|
(4,673) |
|
|
|
Comprehensive Income |
70,225 |
|
|
181,515 |
|
|
335,981 |
|
|
513,929 |
|
|
|
Comprehensive Income Attributable to Noncontrolling
Interest |
7,210 |
|
|
28,468 |
|
|
38,608 |
|
|
73,640 |
|
|
|
Comprehensive Income Attributable to Evercore Inc. |
$ |
63,015 |
|
|
$ |
153,047 |
|
|
$ |
297,373 |
|
|
$ |
440,289 |
|
|
|
See Notes to Unaudited Condensed Consolidated Financial
Statements.
EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(dollars in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Paid-In |
|
Comprehensive |
|
Retained |
|
Treasury Stock |
|
Noncontrolling |
|
Total |
|
Shares |
|
Dollars |
|
Capital |
|
Income (Loss) |
|
Earnings |
|
Shares |
|
Dollars |
|
Interest |
|
Equity |
Balance at June 30, 2022 |
79,597,763 |
|
|
$ |
796 |
|
|
$ |
2,746,245 |
|
|
$ |
(31,371) |
|
|
$ |
1,607,976 |
|
|
(40,460,685) |
|
|
$ |
(2,973,087) |
|
|
$ |
170,150 |
|
|
$ |
1,520,709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
82,438 |
|
|
— |
|
|
— |
|
|
9,198 |
|
|
91,636 |
|
Other Comprehensive Income (Loss) |
— |
|
|
— |
|
|
— |
|
|
(19,423) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,988) |
|
|
(21,411) |
|
Treasury Stock Purchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(335,939) |
|
|
(33,162) |
|
|
— |
|
|
(33,162) |
|
Evercore LP Units Exchanged for Class A Common
Stock |
850 |
|
|
— |
|
|
47 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(47) |
|
|
— |
|
Equity-based Compensation Awards |
33,743 |
|
|
— |
|
|
63,839 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
5,403 |
|
|
69,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,935) |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,935) |
|
Noncontrolling Interest (Note 12) |
— |
|
|
— |
|
|
(1,598) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,641) |
|
|
(8,239) |
|
Balance at September 30, 2022 |
79,632,356 |
|
|
$ |
796 |
|
|
$ |
2,808,533 |
|
|
$ |
(50,794) |
|
|
$ |
1,659,479 |
|
|
(40,796,624) |
|
|
$ |
(3,006,249) |
|
|
$ |
176,075 |
|
|
$ |
1,587,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Paid-In |
|
Comprehensive |
|
Retained |
|
Treasury Stock |
|
Noncontrolling |
|
Total |
|
Shares |
|
Dollars |
|
Capital |
|
Income (Loss) |
|
Earnings |
|
Shares |
|
Dollars |
|
Interest |
|
Equity |
Balance at December 31, 2021 |
74,804,288 |
|
|
$ |
748 |
|
|
$ |
2,458,779 |
|
|
$ |
(12,086) |
|
|
$ |
1,418,382 |
|
|
(36,900,858) |
|
|
$ |
(2,545,452) |
|
|
$ |
314,910 |
|
|
$ |
1,635,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
336,081 |
|
|
— |
|
|
— |
|
|
42,543 |
|
|
378,624 |
|
Other Comprehensive Income (Loss) |
— |
|
|
— |
|
|
— |
|
|
(38,708) |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,935) |
|
|
(42,643) |
|
Treasury Stock Purchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(3,895,766) |
|
|
(460,797) |
|
|
— |
|
|
(460,797) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Evercore LP Units Exchanged for Class A Common Stock |
2,573,455 |
|
|
26 |
|
|
163,736 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(159,354) |
|
|
4,408 |
|
Equity-based Compensation Awards |
2,254,613 |
|
|
22 |
|
|
188,977 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17,932 |
|
|
206,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(94,984) |
|
|
— |
|
|
— |
|
|
— |
|
|
(94,984) |
|
Noncontrolling Interest (Note 12) |
— |
|
|
— |
|
|
(2,959) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(36,021) |
|
|
(38,980) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2022 |
79,632,356 |
|
|
$ |
796 |
|
|
$ |
2,808,533 |
|
|
$ |
(50,794) |
|
|
$ |
1,659,479 |
|
|
(40,796,624) |
|
|
$ |
(3,006,249) |
|
|
$ |
176,075 |
|
|
$ |
1,587,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, 2021 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Paid-In |
|
Comprehensive |
|
Retained |
|
Treasury Stock |
|
Noncontrolling |
|
Total |
|
Shares |
|
Dollars |
|
Capital |
|
Income (Loss) |
|
Earnings |
|
Shares |
|
Dollars |
|
Interest |
|
Equity |
Balance at June 30, 2021 |
74,588,183 |
|
|
$ |
746 |
|
|
$ |
2,383,725 |
|
|
$ |
(7,227) |
|
|
$ |
1,023,260 |
|
|
(34,753,472) |
|
|
$ |
(2,249,533) |
|
|
$ |
274,296 |
|
|
$ |
1,425,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
159,545 |
|
|
— |
|
|
— |
|
|
29,577 |
|
|
189,122 |
|
Other Comprehensive Income (Loss) |
— |
|
|
— |
|
|
— |
|
|
(6,498) |
|
|
— |
|
|
— |
|
|
— |
|
|
(1,109) |
|
|
(7,607) |
|
Treasury Stock Purchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(792,706) |
|
|
(105,147) |
|
|
— |
|
|
(105,147) |
|
Evercore LP Units Exchanged for Class A Common
Stock |
250 |
|
|
— |
|
|
21 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(13) |
|
|
8 |
|
Equity-based Compensation Awards |
43,128 |
|
|
— |
|
|
52,981 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,946 |
|
|
55,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,278) |
|
|
— |
|
|
— |
|
|
— |
|
|
(30,278) |
|
Noncontrolling Interest (Note 12) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(15,054) |
|
|
(15,054) |
|
Balance at September 30, 2021 |
74,631,561 |
|
|
$ |
746 |
|
|
$ |
2,436,727 |
|
|
$ |
(13,725) |
|
|
$ |
1,152,527 |
|
|
(35,546,178) |
|
|
$ |
(2,354,680) |
|
|
$ |
290,643 |
|
|
$ |
1,512,238 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock |
|
Paid-In |
|
Comprehensive |
|
Retained |
|
Treasury Stock |
|
Noncontrolling |
|
Total |
|
Shares |
|
Dollars |
|
Capital |
|
Income (Loss) |
|
Earnings |
|
Shares |
|
Dollars |
|
Interest |
|
Equity |
Balance at December 31, 2020 |
72,195,283 |
|
|
$ |
722 |
|
|
$ |
2,266,136 |
|
|
$ |
(9,758) |
|
|
$ |
798,573 |
|
|
(31,445,058) |
|
|
$ |
(1,824,727) |
|
|
$ |
258,428 |
|
|
$ |
1,489,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
444,256 |
|
|
— |
|
|
— |
|
|
74,346 |
|
|
518,602 |
|
Other Comprehensive Income (Loss) |
— |
|
|
— |
|
|
— |
|
|
(3,967) |
|
|
— |
|
|
— |
|
|
— |
|
|
(706) |
|
|
(4,673) |
|
Treasury Stock Purchases |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(4,101,120) |
|
|
(529,953) |
|
|
— |
|
|
(529,953) |
|
Evercore LP Units Exchanged for Class A Common
Stock |
140,943 |
|
|
1 |
|
|
8,787 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(6,760) |
|
|
2,028 |
|
Equity-based Compensation Awards |
2,295,335 |
|
|
23 |
|
|
164,630 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9,053 |
|
|
173,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(90,302) |
|
|
— |
|
|
— |
|
|
— |
|
|
(90,302) |
|
Noncontrolling Interest (Note 12) |
— |
|
|
— |
|
|
(2,826) |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(43,718) |
|
|
(46,544) |
|
Balance at September 30, 2021 |
74,631,561 |
|
|
$ |
746 |
|
|
$ |
2,436,727 |
|
|
$ |
(13,725) |
|
|
$ |
1,152,527 |
|
|
(35,546,178) |
|
|
$ |
(2,354,680) |
|
|
$ |
290,643 |
|
|
$ |
1,512,238 |
|
See Notes to Unaudited Condensed Consolidated Financial
Statements.
EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
|
Cash Flows From Operating Activities |
|
|
|
|
|
Net Income |
$ |
378,624 |
|
|
$ |
518,602 |
|
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by
Operating Activities: |
|
|
|
|
|
Net (Gains) Losses on Investments, Investment Securities and
Contingent Consideration |
27,305 |
|
|
(12,067) |
|
|
|
Equity Method Investments, Including Gain on Sale |
3,291 |
|
|
3,292 |
|
|
|
Equity-Based and Other Deferred Compensation |
357,401 |
|
|
309,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncash Lease Expense |
27,096 |
|
|
30,368 |
|
|
|
Depreciation, Amortization and Accretion |
21,579 |
|
|
21,360 |
|
|
|
Bad Debt Expense |
4,905 |
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Taxes |
(11,300) |
|
|
9,364 |
|
|
|
Decrease (Increase) in Operating Assets: |
|
|
|
|
|
Investment Securities |
(1,541) |
|
|
(1,971) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable |
30,729 |
|
|
(31,122) |
|
|
|
Receivable from Employees and Related Parties |
1,817 |
|
|
2,091 |
|
|
|
|
|
|
|
|
|
Other Assets |
(15,036) |
|
|
(49,736) |
|
|
|
(Decrease) Increase in Operating Liabilities: |
|
|
|
|
|
Accrued Compensation and Benefits |
(636,901) |
|
|
(144,111) |
|
|
|
Accounts Payable and Accrued Expenses |
3,475 |
|
|
8,814 |
|
|
|
|
|
|
|
|
|
Payables to Employees and Related Parties |
5,826 |
|
|
9,076 |
|
|
|
|
|
|
|
|
|
Taxes Payable |
(12,537) |
|
|
(13,505) |
|
|
|
Other Liabilities |
(27,560) |
|
|
(129,770) |
|
|
|
Net Cash Provided by Operating Activities |
157,173 |
|
|
529,904 |
|
|
|
Cash Flows From Investing Activities |
|
|
|
|
|
Investments Purchased |
— |
|
|
(3,862) |
|
|
|
Proceeds from Redemption of G5 Debt Security in 2021 and Sale of
Investments in 2022 |
18,300 |
|
|
11,779 |
|
|
|
|
|
|
|
|
|
Distributions of Private Equity Investments |
238 |
|
|
316 |
|
|
|
Investment Securities: |
|
|
|
|
|
Proceeds from Sales and Maturities of Investment
Securities |
2,326,799 |
|
|
1,565,429 |
|
|
|
Purchases of Investment Securities |
(1,893,948) |
|
|
(1,640,970) |
|
|
|
Maturity of Certificates of Deposit |
217,837 |
|
|
73,995 |
|
|
|
Purchase of Certificates of Deposit |
(231,639) |
|
|
(191,498) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of Furniture, Equipment and Leasehold
Improvements |
(19,072) |
|
|
(23,417) |
|
|
|
|
|
|
|
|
|
Net Cash Provided by (Used In) Investing Activities |
418,515 |
|
|
(208,228) |
|
|
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
Issuance of Noncontrolling Interests |
300 |
|
|
2,063 |
|
|
|
|
|
|
|
|
|
Distributions to Noncontrolling Interests |
(38,970) |
|
|
(45,768) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of Notes Payable |
(67,000) |
|
|
(38,000) |
|
|
|
Issuance of Notes Payable |
67,000 |
|
|
38,000 |
|
|
|
Debt Issuance Costs and Make-Whole Amount |
(1,826) |
|
|
(355) |
|
|
|
Purchase of Treasury Stock and Noncontrolling Interests |
(491,936) |
|
|
(533,737) |
|
|
|
|
|
|
|
|
|
Dividends |
(99,082) |
|
|
(91,922) |
|
|
|
|
|
|
|
|
|
Net Cash Provided by (Used in) Financing Activities |
(631,514) |
|
|
(669,719) |
|
|
|
Effect of Exchange Rate Changes on Cash |
(49,296) |
|
|
(2,306) |
|
|
|
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted
Cash |
(105,122) |
|
|
(350,349) |
|
|
|
Cash, Cash Equivalents and Restricted Cash – Beginning of
Period |
587,293 |
|
|
838,224 |
|
|
|
Cash, Cash Equivalents and Restricted Cash – End of
Period |
$ |
482,171 |
|
|
$ |
487,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW DISCLOSURE |
|
|
|
|
|
Payments for Interest |
$ |
10,954 |
|
|
$ |
12,454 |
|
|
|
Payments for Income Taxes |
$ |
165,021 |
|
|
$ |
118,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued Dividends |
$ |
11,245 |
|
|
$ |
10,718 |
|
|
|
|
|
|
|
|
|
Settlement of Sale of Trilantic VI |
$ |
9,188 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of Contingent Consideration |
$ |
1,083 |
|
|
$ |
— |
|
|
|
Receipt of Equity Securities in Settlement of Accounts
Receivable |
$ |
— |
|
|
$ |
1,955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Unaudited Condensed Consolidated Financial
Statements.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
Note 1 – Organization
Evercore Inc., together with its subsidiaries (the "Company"), is
an investment banking and investment management firm, incorporated
in Delaware and headquartered in New York, New York. The Company is
a holding company which owns a controlling interest in, and is the
sole general partner of, Evercore LP, a Delaware limited
partnership ("Evercore LP"). The Company operates from its offices
and through its affiliates in the Americas, Europe, the Middle East
and Asia.
The Investment Banking segment includes the advisory business
through which the Company provides advice to clients on significant
mergers, acquisitions, divestitures, shareholder activism and other
strategic corporate transactions, with a particular focus on
advising prominent multinational corporations and substantial
private equity firms on large, complex transactions. The Company
also provides restructuring advice to companies in financial
transition, as well as to creditors, shareholders and potential
acquirers. In addition, the Company provides its clients with
capital markets advice, underwrites securities offerings, raises
funds for financial sponsors and provides advisory services focused
on secondary transactions for private funds interests, as well as
on primary and secondary transactions for real estate oriented
financial sponsors and private equity interests. The Investment
Banking business also includes the Evercore ISI business through
which the Company offers macroeconomic, policy and fundamental
equity research and agency-based equity securities trading for
institutional investors.
The Investment Management segment includes the wealth management
business through which the Company provides investment advisory,
wealth management and fiduciary services for high-net-worth
individuals and associated entities, and the private equity
business, which holds interests in private equity funds which are
not managed by the Company.
Note 2 – Significant Accounting Policies
For a further discussion of the Company's accounting policies,
refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 2021.
Basis of Presentation
– The accompanying unaudited condensed consolidated financial
statements of the Company have been prepared in accordance with the
instructions to Form 10-Q. As permitted by the rules and
regulations of the United States Securities and Exchange
Commission, the unaudited condensed consolidated financial
statements contain certain condensed financial information and
exclude certain footnote disclosures normally included in audited
consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America ("U.S. GAAP").
The accompanying condensed consolidated financial statements are
unaudited and are 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, including normal recurring accruals, necessary to
fairly present the accompanying unaudited condensed consolidated
financial statements. These unaudited condensed consolidated
financial statements should be read in conjunction with the audited
consolidated financial statements included in the Company's annual
report on Form 10-K for the year ended December 31, 2021. The
December 31, 2021 Unaudited Condensed Consolidated Statement
of Financial Condition data was derived from audited consolidated
financial statements, but does not include all disclosures required
by U.S. GAAP.
Operating results for interim periods are not necessarily
indicative of the results that may be expected for the fiscal year
ending December 31, 2022.
The accompanying unaudited condensed consolidated financial
statements of the Company are comprised of the consolidation of
Evercore LP and Evercore LP's wholly-owned and majority-owned
direct and indirect subsidiaries, including Evercore Group L.L.C.
("EGL"), a registered broker-dealer in the U.S. The Company's
policy is to consolidate all subsidiaries in which it has a
controlling financial interest, as well as any variable interest
entities ("VIEs") where the Company is deemed to be the primary
beneficiary, when it has the power to make the decisions that most
significantly affect the economic performance of the VIE and has
the obligation to absorb significant losses or the right to receive
benefits that could potentially be significant to the VIE. The
Company reviews factors, including the rights of the equity holders
and obligations of equity holders to absorb losses or receive
expected residual returns, to determine if the investment is a VIE.
In evaluating whether the Company is the primary beneficiary, the
Company evaluates its economic interests in the entity held either
directly or indirectly by the Company. The consolidation analysis
is generally performed qualitatively. This analysis, which requires
judgment, is performed at each reporting date.
Evercore LP is a VIE and the Company is the primary beneficiary.
Specifically, the Company has the majority economic interest in
Evercore LP and has decision making authority that significantly
affects the economic performance of the entity while the limited
partners have no kick-out or substantive participating rights. The
assets and liabilities of Evercore LP represent substantially all
of the consolidated assets and liabilities of the Company with the
exception of U.S. corporate taxes and related items, which are
presented on the Company's (Parent Company Only) Condensed
Statements of Financial Condition
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
in Note 24 to the Company's consolidated financial statements in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2021.
Evercore ISI International Limited ("Evercore ISI U.K."), Evercore
Partners International LLP ("Evercore U.K."), Evercore (Japan) Ltd.
("Evercore Japan"), Evercore Consulting (Beijing) Co. Ltd.
("Evercore Beijing") and Evercore Partners Canada Ltd. ("Evercore
Canada") are also VIEs, and the Company is the primary beneficiary
of these VIEs. Specifically for Evercore ISI U.K., Evercore
Japan, Evercore Beijing and Evercore Canada, the Company provides
financial support through transfer pricing agreements with these
entities, which exposes the Company to losses that are potentially
significant to these entities, and has decision making authority
that significantly affects the economic performance of these
entities. The Company has the majority economic interest in
Evercore U.K. and has decision making authority that significantly
affects the economic performance of this entity. The Company
included in its Unaudited Condensed Consolidated Statements of
Financial Condition Evercore ISI U.K., Evercore U.K., Evercore
Japan, Evercore Beijing and Evercore Canada assets of $495,876 and
liabilities of $192,767 at September 30, 2022 and assets of
$446,736 and liabilities of $260,426 at December 31,
2021.
All intercompany balances and transactions with the Company's
subsidiaries have been eliminated upon consolidation.
Note 3 – Recent Accounting Pronouncements
ASU 2020-06
–
In August 2020, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") No. 2020-06,
"Accounting for Convertible Instruments and Contracts in an
Entity's Own Equity"
("ASU 2020-06"). ASU 2020-06 provides amendments to reduce the
number of models used to account for convertible instruments and to
simplify the accounting for contracts in an entity's own equity.
ASU 2020-06 also provides amendments to diluted earnings per share
calculations, which require entities to use the if-converted method
for convertible instruments and to include the effect of potential
share settlement from instruments that may be settled in cash or in
shares. The amendments in this update are effective during interim
and annual periods beginning after December 15, 2021, with early
adoption permitted. The amendments should be applied using a
modified or full retrospective transition method. The Company
adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06
did not have a material impact on the Company's financial
condition, results of operations and cash flows, or disclosures
thereto.
Note 4 – Revenue and Accounts Receivable
The following table presents revenue recognized by the Company for
the three and nine months ended September 30, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
Investment Banking: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory Fees |
$ |
488,224 |
|
|
$ |
708,333 |
|
|
$ |
1,689,033 |
|
|
$ |
1,781,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting Fees |
28,697 |
|
|
54,381 |
|
|
78,519 |
|
|
181,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commissions and Related Revenue |
49,200 |
|
|
46,763 |
|
|
152,583 |
|
|
151,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Banking |
$ |
566,121 |
|
|
$ |
809,477 |
|
|
$ |
1,920,135 |
|
|
$ |
2,113,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Management: |
|
|
|
|
|
|
|
|
|
Asset Management and Administration Fees: |
|
|
|
|
|
|
|
|
|
Wealth Management
|
$ |
15,641 |
|
|
$ |
16,960 |
|
|
$ |
48,724 |
|
|
$ |
48,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Management |
$ |
15,641 |
|
|
$ |
16,960 |
|
|
$ |
48,724 |
|
|
$ |
48,092 |
|
|
|
Contract Balances
The change in the Company’s contract assets and liabilities during
the following periods primarily reflects timing differences between
the Company’s performance and the client’s payment. The Company’s
receivables, contract assets and deferred revenue (contract
liabilities) for the nine months ended September 30, 2022 and 2021
are as follows:
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2022 |
|
Receivables
(Current)(1)
|
|
Receivables
(Long-term)(2)
|
|
Contract Assets (Current)(3)
|
|
Contract Assets (Long-term)(2)
|
|
Deferred Revenue
(Current Contract Liabilities)(4)
|
|
Deferred Revenue
(Long-term Contract Liabilities)(5)
|
Balance at January 1, 2022 |
$ |
351,668 |
|
|
$ |
87,764 |
|
|
$ |
14,092 |
|
|
$ |
12,945 |
|
|
$ |
9,257 |
|
|
$ |
147 |
|
Increase (Decrease) |
(47,943) |
|
|
(30,723) |
|
|
15,992 |
|
|
(8,963) |
|
|
(776) |
|
|
— |
|
Balance at September 30, 2022 |
$ |
303,725 |
|
|
$ |
57,041 |
|
|
$ |
30,084 |
|
|
$ |
3,982 |
|
|
$ |
8,481 |
|
|
$ |
147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Nine Months Ended September 30, 2021 |
|
Receivables
(Current)(1)
|
|
Receivables
(Long-term)(2)
|
|
Contract Assets (Current)(3)
|
|
Contract Assets (Long-term)(2)
|
|
Deferred Revenue
(Current Contract Liabilities)(4)
|
|
Deferred Revenue
(Long-term Contract Liabilities)(5)
|
Balance at January 1, 2021 |
$ |
368,346 |
|
|
$ |
70,975 |
|
|
$ |
29,327 |
|
|
$ |
5,283 |
|
|
$ |
9,373 |
|
|
$ |
147 |
|
Increase (Decrease) |
29,618 |
|
|
6,919 |
|
|
53,477 |
|
|
5,261 |
|
|
(2,615) |
|
|
— |
|
Balance at September 30, 2021 |
$ |
397,964 |
|
|
$ |
77,894 |
|
|
$ |
82,804 |
|
|
$ |
10,544 |
|
|
$ |
6,758 |
|
|
$ |
147 |
|
(1)Included
in Accounts Receivable on the Unaudited Condensed Consolidated
Statements of Financial Condition.
(2)Included
in Other Assets on the Unaudited Condensed Consolidated Statements
of Financial Condition.
(3)Included
in Other Current Assets on the Unaudited Condensed Consolidated
Statements of Financial Condition.
(4)Included
in Other Current Liabilities on the Unaudited Condensed
Consolidated Statements of Financial Condition.
(5)Included
in Other Long-term Liabilities on the Unaudited Condensed
Consolidated Statements of Financial Condition.
The Company's contract assets represent arrangements in which an
estimate of variable consideration has been included in the
transaction price and thereby recognized as revenue that precedes
the contractual due date. Under Accounting Standards Codification
("ASC") 606,
"Revenue from Contracts with Customers"
("ASC 606"), revenue is 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.
The Company recognized revenue of $6,079 and $16,584 on the
Unaudited Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 2022, respectively, and
$13,759 and $21,835 for the three and nine months ended September
30, 2021, respectively, that was initially included in deferred
revenue within Other Current Liabilities on the Company’s Unaudited
Condensed Consolidated Statements of Financial
Condition.
Generally, performance obligations under client arrangements will
be settled within one year; therefore, the Company has elected to
apply the practical expedient in ASC 606-10-50-14.
The allowance for credit losses for the three and nine months ended
September 30, 2022 and 2021 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
Beginning Balance |
$ |
1,447 |
|
|
$ |
2,143 |
|
|
$ |
2,704 |
|
|
$ |
5,372 |
|
|
|
Bad debt expense, net of reversals |
3,402 |
|
|
1,781 |
|
|
4,905 |
|
|
15 |
|
|
|
Write-offs, foreign currency translation and other
adjustments |
(497) |
|
|
(361) |
|
|
(3,257) |
|
|
(1,824) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance |
$ |
4,352 |
|
|
$ |
3,563 |
|
|
$ |
4,352 |
|
|
$ |
3,563 |
|
|
|
The change in the balance during the three and nine months ended
September 30, 2022 is primarily related an increase in the
Company's reserve for credit losses and the write-off of aged
receivables.
For long-term accounts receivable and long-term contract assets,
the Company monitors clients’ creditworthiness based on collection
experience and other internal metrics. The following table presents
the Company’s long-term accounts receivable and long-term contract
assets from the Company's private and secondary fund advisory
businesses as of September 30, 2022, by year of
origination:
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized Carrying Value by Origination Year |
|
2022 |
|
2021 |
|
2020 |
|
2019 |
|
2018 |
|
Prior |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term Accounts Receivable and Long-Term Contract
Assets |
$ |
16,439 |
|
|
$ |
31,568 |
|
|
$ |
10,473 |
|
|
$ |
2,543 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
$ |
61,023 |
|
Note 5 – Related Parties
Investment Banking Revenue includes advisory fees earned from
clients that have the Company's Senior Managing Directors, certain
Senior Advisors and executives as a member of their Board of
Directors of $1,097 and $8,208 for the three and nine months ended
September 30, 2022, respectively, and $2,635 and $26,050 for the
three and nine months ended September 30, 2021,
respectively.
Other Assets on the Unaudited Condensed Consolidated Statements of
Financial Condition includes the long-term portion of loans
receivable from certain employees of $19,519 and $20,397 as of
September 30, 2022 and December 31, 2021, respectively. See
Note 14 for further information.
Note 6 – Investment Securities and Certificates of
Deposit
The Company's Investment Securities and Certificates of Deposit as
of September 30, 2022 and December 31, 2021 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
Cost |
|
Gross
Unrealized
Gains |
|
Gross
Unrealized
Losses |
|
Fair Value |
|
Cost |
|
Gross
Unrealized
Gains |
|
Gross
Unrealized
Losses |
|
Fair Value |
Debt Securities |
$ |
655,809 |
|
|
$ |
1,940 |
|
|
$ |
— |
|
|
$ |
657,749 |
|
|
$ |
706,826 |
|
|
$ |
37 |
|
|
$ |
16 |
|
|
$ |
706,847 |
|
Equity Securities |
558 |
|
|
— |
|
|
278 |
|
|
280 |
|
|
666 |
|
|
193 |
|
|
— |
|
|
859 |
|
Debt Securities Carried by EGL |
387,668 |
|
|
1,582 |
|
|
— |
|
|
389,250 |
|
|
784,813 |
|
|
43 |
|
|
14 |
|
|
784,842 |
|
Investment Funds |
143,782 |
|
|
72 |
|
|
16,833 |
|
|
127,021 |
|
|
111,682 |
|
|
39,191 |
|
|
— |
|
|
150,873 |
|
Total Investment Securities (carried at fair value) |
$ |
1,187,817 |
|
|
$ |
3,594 |
|
|
$ |
17,111 |
|
|
$ |
1,174,300 |
|
|
$ |
1,603,987 |
|
|
$ |
39,464 |
|
|
$ |
30 |
|
|
$ |
1,643,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of Deposit (carried at contract value) |
|
138,701 |
|
|
|
|
|
|
|
|
141,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Securities and Certificates of Deposit |
|
$ |
1,313,001 |
|
|
|
|
|
|
|
|
$ |
1,784,639 |
|
Scheduled maturities of the Company's available-for-sale debt
securities as of September 30, 2022 and December 31, 2021 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
Amortized
Cost |
|
Fair Value |
|
Amortized
Cost |
|
Fair Value |
Due within one year |
$ |
655,809 |
|
|
$ |
657,749 |
|
|
$ |
706,826 |
|
|
$ |
706,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
$ |
655,809 |
|
|
$ |
657,749 |
|
|
$ |
706,826 |
|
|
$ |
706,847 |
|
The Company has the ability and intent to hold available-for-sale
securities until a recovery of fair value is equal to an amount
approximating its amortized cost, which may be at maturity.
Further, the securities are all U.S. Treasuries, and the Company
has not incurred credit losses on its securities. As such, the
Company does not consider these securities to be impaired at
September 30, 2022 and has not recorded a credit allowance on these
securities.
Debt Securities
Debt Securities are classified as available-for-sale securities
within Investment Securities and Certificates of Deposit on the
Unaudited Condensed Consolidated Statements of Financial Condition.
These securities are stated at fair value with unrealized gains and
losses included in Accumulated Other Comprehensive Income (Loss)
and realized gains and losses
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
included in earnings. The Company had net realized losses of ($34)
for the nine months ended September 30, 2022 and ($11) for the nine
months ended September 30, 2021.
Equity Securities
Equity Securities are carried at fair value with changes in fair
value recorded in Other Revenue, Including Interest and
Investments, on the Unaudited Condensed Consolidated Statements of
Operations. The Company had net realized and unrealized gains
(losses) of ($131) and ($579) for the three and nine months ended
September 30, 2022, respectively, and ($520) and $1,340 for the
three and nine months ended September 30, 2021,
respectively.
Debt Securities Carried by EGL
EGL invests in a fixed income portfolio consisting primarily of
U.S. Treasury bills. These securities are carried at fair value,
with changes in fair value recorded in Other Revenue, Including
Interest and Investments, on the Unaudited Condensed Consolidated
Statements of Operations, as required for broker-dealers in
securities. The Company had net realized and unrealized gains of
$1,013 and $1,541 for the three and nine months ended September 30,
2022, respectively, and $26 and $17 for the three and nine months
ended September 30, 2021, respectively.
Investment Funds
The Company invests in a portfolio of exchange-traded funds as an
economic hedge against its deferred cash compensation program. See
Note 14 for further information. These securities are carried at
fair value, with changes in fair value recorded in Other Revenue,
Including Interest and Investments, on the Unaudited Condensed
Consolidated Statements of Operations. The Company had net realized
and unrealized gains (losses) of ($7,454) and ($38,970) for the
three and nine months ended September 30, 2022, respectively, and
($195) and $15,807 for the three and nine months ended September
30, 2021, respectively.
Certificates of Deposit
At September 30, 2022 and December 31, 2021, the Company held
certificates of deposit of $138,701 and $141,218, respectively,
with certain banks with original maturities of four months or less
when purchased.
Note 7 – Investments
The Company's investments reported on the Unaudited Condensed
Consolidated Statements of Financial Condition consist of
investments in unconsolidated affiliated companies, other
investments in private equity partnerships, equity securities in
private companies and investments in G5 Holdings S.A. ("G5")
(through June 25, 2021), Glisco Manager Holdings LP and Trilantic
Capital Partners ("Trilantic"). The Company's investments are
relatively high-risk and illiquid assets.
The Company's investments in ABS Investment Management Holdings, LP
and ABS Investment Management GP LLC (collectively, "ABS"),
Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff"), Luminis
Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore")
are in voting interest entities. The Company's share of earnings
(losses) from these investments is included within Income from
Equity Method Investments on the Unaudited Condensed Consolidated
Statements of Operations.
The Company also has investments in private equity partnerships
which consist of investment interests in private equity funds which
are voting interest entities. Realized and unrealized gains and
losses on private equity investments are included within Other
Revenue, Including Interest and Investments, on the Unaudited
Condensed Consolidated Statements of Operations.
Equity Method Investments
A summary of the Company's investments accounted for under the
equity method of accounting as of September 30, 2022 and
December 31, 2021 was as follows:
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
|
|
|
ABS |
$ |
18,679 |
|
|
$ |
40,977 |
|
Atalanta Sosnoff |
11,399 |
|
|
10,948 |
|
Luminis |
6,002 |
|
|
6,158 |
|
Seneca Evercore |
502 |
|
|
507 |
|
Total |
$ |
36,582 |
|
|
$ |
58,590 |
|
ABS
On December 29, 2011, the Company made an investment accounted for
under the equity method of accounting in ABS Investment Management,
LLC. Effective as of September 1, 2018, ABS Investment Management,
LLC underwent an internal reorganization pursuant to which the
Company contributed its ownership interest in ABS Investment
Management, LLC to ABS in exchange for ownership interests in ABS
Investment Management Holdings LP and ABS Investment Management GP
LLC. Taken together, the ownership interests in ABS
Investment Management Holdings LP and ABS Investment Management GP
LLC were substantially equivalent to the contributed ownership
interests in ABS Investment Management, LLC.
In January 2022, the Company entered into an agreement to sell a
portion of its interest in ABS. This transaction closed on March
28, 2022 and resulted in the reduction of the Company's ownership
interest from 46% to 26%. The Company received cash of $18,300 as
consideration for its interests sold and recorded a gain of $1,294
for the nine months ended September 30, 2022, included within Other
Revenue, Including Interest and Investments, on the Unaudited
Condensed Consolidated Statement of Operations.
At September 30, 2022, the Company's ownership interest in ABS was
26%. This investment resulted in earnings of $1,043 and $3,413 for
the three and nine months ended September 30, 2022, respectively,
and $2,234 and $6,724 for the three and nine months ended September
30, 2021, respectively, included within Income from Equity Method
Investments on the Unaudited Condensed Consolidated Statements of
Operations.
Atalanta Sosnoff
On December 31, 2015, the Company amended the Operating Agreement
with Atalanta Sosnoff and deconsolidated its assets and
liabilities, accounting for its interest under the equity method of
accounting from that date forward. At September 30, 2022, the
Company's ownership interest in Atalanta Sosnoff was 49%. This
investment resulted in earnings of $533 and $2,411 for the three
and nine months ended September 30, 2022, respectively, and $883
and $2,093 for the three and nine months ended September 30, 2021,
respectively, included within Income from Equity Method Investments
on the Unaudited Condensed Consolidated Statements of
Operations.
Luminis
On January 1, 2017, the Company acquired an interest in Luminis and
accounted for its interest under the equity method of accounting.
At September 30, 2022, the Company's ownership interest in Luminis
was 20%. This investment resulted in earnings of $397 and $787 for
the three and nine months ended September 30, 2022, respectively,
and $564 and $1,282 for the three and nine months ended September
30, 2021, respectively, included within Income from Equity Method
Investments on the Unaudited Condensed Consolidated Statements of
Operations. This investment is subject to currency translation from
the Australian dollar to the U.S. dollar, included in Accumulated
Other Comprehensive Income (Loss), on the Unaudited Condensed
Consolidated Statements of Financial Condition.
Seneca Evercore
On July 7, 2021, the Company acquired a 20% interest in Seneca
Evercore for $500 and maintains proportional representation on the
board of directors of Seneca Evercore (but not less than one
director) following this transaction. The Company accounts for its
interest under the equity method of accounting. This investment
resulted in earnings of $54 and $202 for the three and nine months
ended September 30, 2022, respectively, included within Income from
Equity Method Investments on the Unaudited Condensed Consolidated
Statements of Operations. This investment is subject to currency
translation from the Brazilian real to the U.S. dollar, included in
Accumulated Other Comprehensive Income (Loss), on the Unaudited
Condensed Consolidated Statements of Financial
Condition.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
Other
The Company allocates the purchase price of its equity method
investments, in part, to the inherent finite-lived identifiable
intangible assets of the investees. The Company's share of the
earnings of the investees has been reduced by the amortization of
these identifiable intangible assets of $79 for each of the three
months ended September 30, 2022 and 2021 and $237 for each of the
nine months ended September 30, 2022 and 2021.
The Company assesses its equity method investments for impairment
annually, or more frequently if circumstances indicate impairment
may have occurred.
Debt Security Investment
On December 31, 2017, the Company exchanged all of its outstanding
equity interests in G5 for debentures of G5. The Company previously
recorded its investment in G5 as a held-to-maturity debt security
within Investments on the Unaudited Condensed Consolidated
Statements of Financial Condition. These securities were
mandatorily redeemable on December 31, 2027, or earlier, subject to
the occurrence of certain events. The Company was accreting its
investment to its redemption value ratably, or on an accelerated
basis if certain revenue thresholds were met by G5, from December
31, 2017 to December 31, 2027. This investment was subject to
currency translation from the Brazilian real to the U.S. dollar,
included in Other Revenue, Including Interest and Investments, on
the Unaudited Condensed Consolidated Statements of Operations. On
June 25, 2021, G5 repaid its outstanding debentures with the
Company in full, resulting in a gain of $4,374, included in Other
Revenue, Including Interest and Investments, on the Unaudited
Condensed Consolidated Statements of Operations for the nine months
ended September 30, 2021.
Investments in Private Equity
Private Equity Funds
The Company's investments related to private equity partnerships
and associated entities include investments in Glisco Partners II,
L.P. ("Glisco II"), Glisco Partners III, L.P. ("Glisco III"),
Glisco Capital Partners IV ("Glisco IV"), Trilantic Capital
Partners Associates IV, L.P. ("Trilantic IV"), Trilantic Capital
Partners V, L.P. ("Trilantic V") and Trilantic Capital Partners VI
(North America), L.P. ("Trilantic VI", through January 1, 2022).
Portfolio holdings of the private equity funds are carried at fair
value. Accordingly, the Company reflects its pro rata share of
unrealized gains and losses occurring from changes in fair value.
Additionally, the Company reflects its pro rata share of realized
gains, losses and carried interest associated with any investment
realizations.
A summary of the Company's investments in the private equity funds
as of September 30, 2022 and December 31, 2021 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
|
|
|
|
|
|
|
Glisco II, Glisco III and Glisco IV |
$ |
3,474 |
|
|
$ |
3,479 |
|
|
|
|
|
|
|
|
|
Trilantic IV, Trilantic V and Trilantic VI |
2,701 |
|
|
12,210 |
|
|
|
|
|
Total Private Equity Funds |
$ |
6,175 |
|
|
$ |
15,689 |
|
Net realized and unrealized gains (losses) on private equity fund
investments were $308 and $244 for the three and nine months ended
September 30, 2022, respectively, and ($460) and ($438) for the
three and nine months ended September 30, 2021, respectively. In
the event the funds perform poorly, the Company may
be obligated to repay certain carried interest previously
distributed. As of September 30, 2022, $658 of previously
distributed carried interest received from the funds was subject to
repayment.
On December 14, 2021, the Company entered into an agreement to sell
its interests in Trilantic VI for $9,188 (see
"Investment in Trilantic Capital Partners"
below). Consideration for this transaction was received in December
2021 and was reflected in Cash and Cash Equivalents and Other
Current Liabilities on the Unaudited Condensed Consolidated
Statement of Financial Condition at December 31, 2021. This
transaction closed on January 1, 2022 and as of that date, the
Company has no further commitments to invest in Trilantic
VI.
General Partners of Private Equity Funds which are
VIEs
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
The Company has concluded that Glisco Capital Partners II, Glisco
Capital Partners III and Glisco Manager Holdings LP are VIEs and
that the Company is not the primary beneficiary of these VIEs. The
Company's assessment of the primary beneficiary of these entities
included assessing which parties have the power to significantly
impact the economic performance of these entities and the
obligation to absorb losses, which could be potentially significant
to the entities, or the right to receive benefits from the entities
that could be potentially significant. Neither the Company nor its
related parties will have the ability to make decisions that
significantly impact the economic performance of these entities.
Further, as a limited partner in these entities, the Company does
not possess substantive participating rights. The Company had
assets of $3,107 and $3,408 included in its Unaudited Condensed
Consolidated Statements of Financial Condition at September 30,
2022 and December 31, 2021, respectively, related to these
unconsolidated VIEs, representing the carrying value of the
Company's investments in the entities. The Company's exposure to
the obligations of these VIEs is generally limited to its
investments in these entities. The Company's maximum exposure to
loss as of September 30, 2022 and December 31, 2021 was $5,395
and $5,715, respectively, which represents the carrying value of
the Company's investments in these VIEs, as well as any unfunded
commitments to the current and future funds.
Investment in Trilantic Capital Partners
During the third quarter of 2021, consistent with the Company's
investment strategy, the Company decided to wind down its
investment relationship with Trilantic. Accordingly, the Company
wrote-off the remaining carrying value of its investment in
Trilantic Capital Partners as of September 30, 2021, as well as
certain amounts allocated to fund investments exceeding net asset
value at September 30, 2021. As a result, the Company recorded an
aggregate charge of $8,554 within Special Charges, Including
Business Realignment Costs, for the three and nine months ended
September 30, 2021. See above in
"Investments in Private Equity"
for further information.
Other Investments
In certain instances, the Company receives equity securities in
private companies in exchange for advisory services. These
investments, which had a balance of $557 and $676 as of September
30, 2022 and December 31, 2021, respectively, are accounted
for at their cost minus impairment, if any, plus or minus changes
resulting from observable price changes.
Following the Glisco transaction in 2016, the Company recorded an
investment in Glisco Manager Holdings LP representing the fair
value of the deferred consideration resulting from this
transaction. This investment is accounted for at its cost minus
impairment, if any, plus or minus changes resulting from observable
price changes. The Company amortizes the balance of its investment
as distributions are received related to the deferred
consideration. This investment was fully amortized as of September
30, 2022 and had a balance of $221 as of December 31,
2021.
Note 8 – Leases
Operating Leases
– The Company leases office space under non-cancelable lease
agreements, which expire on various dates through 2035. The Company
reflects lease expense over the lease terms on a straight-line
basis. The lease terms include options to extend the lease when it
is reasonably certain that the Company will exercise that option.
Occupancy lease agreements, in addition to base rentals, generally
are subject to escalation provisions based on certain costs
incurred by the landlord. The Company does not have any leases with
variable lease payments. Occupancy and Equipment Rental on the
Unaudited Condensed Consolidated Statements of Operations includes
operating lease cost for office space of $13,148 and $38,757 for
the three and nine months ended September 30, 2022, respectively,
and $12,563 and $37,063 for the three and nine months ended
September 30, 2021, respectively, and variable lease cost, which
principally include costs for real estate taxes, common area
maintenance and other operating expenses, of $1,781 and $5,425 for
the three and nine months ended September 30, 2022, respectively,
and $1,502 and $5,120 for the three and nine months ended September
30, 2021, respectively.
In conjunction with the lease of office space, the Company has
entered into letters of credit in the amount of $5,621 and $5,616
as of September 30, 2022 and December 31, 2021, respectively,
which are secured by cash that is included in Other Assets on the
Unaudited Condensed Consolidated Statements of Financial
Condition.
The Company has entered into various operating leases for the use
of office equipment (primarily computers, printers, copiers and
other information technology related equipment). Occupancy and
Equipment Rental on the Unaudited Condensed Consolidated Statements
of Operations includes operating lease cost for office equipment of
$1,205 and $3,706 for the three and nine months ended September 30,
2022, respectively, and $1,332 and $3,983 for the three and nine
months ended September 30, 2021, respectively.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
The Company uses its secured incremental borrowing rate to
determine the present value of its right-of-use assets and lease
liabilities. The determination of an appropriate incremental
borrowing rate requires significant assumptions and judgment. The
Company's incremental borrowing rate was calculated based on the
Company's recent debt issuances and current market conditions. The
Company scales the rates appropriately depending on the life of the
leases.
The Company incurred net operating cash outflows of $44,718 and
$31,714 for the nine months ended September 30, 2022 and 2021,
respectively, related to its operating leases, which was net of
cash received from lease incentives of $867 and $8,924 for the nine
months ended September 30, 2022 and 2021,
respectively.
Other information as it relates to the Company's operating leases
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
New Right-of-Use Assets obtained in exchange for new operating
lease liabilities |
$ |
4,538 |
|
|
$ |
1,657 |
|
|
$ |
11,743 |
|
|
$ |
15,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
September 30, 2021 |
|
|
Weighted-average remaining lease term - operating
leases |
|
|
|
|
10.6 years |
|
11.2 years |
|
|
Weighted-average discount rate - operating leases |
|
|
|
|
3.91 |
% |
|
4.00 |
% |
|
|
As of September 30, 2022, the maturities of the undiscounted
operating lease liabilities for which the Company has commenced use
are as follows:
|
|
|
|
|
|
2022 (October 1 through December 31) |
$ |
14,829 |
|
2023 |
47,191 |
|
2024 |
39,941 |
|
2025 |
40,373 |
|
2026 |
38,167 |
|
Thereafter |
216,924 |
|
Total lease payments |
397,425 |
|
Less: Tenant Improvement Allowances |
(6,214) |
|
Less: Imputed Interest |
(73,876) |
|
Present value of lease liabilities |
317,335 |
|
Less: Current lease liabilities |
(40,633) |
|
Long-term lease liabilities |
$ |
276,702 |
|
In conjunction with the lease agreement to expand its headquarters
at 55 East 52nd St., New York, New York, and lease agreements at
certain other locations, the Company entered into leases for office
space which have not yet commenced and thus are not yet included on
the Company's Unaudited Condensed Consolidated Statements of
Financial Condition as right-of-use assets and lease liabilities.
The Company anticipates that it will take possession of these
spaces by the end of 2023. These spaces will have lease terms of 3
to 13 years once the Company has taken possession. The additional
future payments under these arrangements are $230,552 as of
September 30, 2022.
Note 9 – Fair Value Measurements
ASC 820,
"Fair Value Measurements and Disclosures"
("ASC 820") establishes a hierarchical disclosure framework which
prioritizes and ranks the level of market price observability used
in measuring investments at fair value. Market price observability
is affected by a number of factors, including the type of
investment and the characteristics specific to the investment.
Investments with readily-available active quoted prices, or for
which fair value can be measured from actively
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
quoted prices, generally will have a higher degree of market price
observability and a lesser degree of judgment used in measuring
fair value.
Investments measured and reported at fair value are classified and
disclosed in one of the following categories:
Level 1 – Quoted prices are available in active markets for
identical investments as of the reporting date. The type of
investments included in Level 1 include listed equities, listed
derivatives and treasury bills. As required by ASC 820, the Company
does not adjust the quoted price for these investments, even in
situations where the Company holds a large position and a sale
could reasonably impact the quoted price.
Level 2 – Pricing inputs are other than quoted prices in active
markets, which are either directly or indirectly observable as of
the reporting date, and fair value is determined through the use of
models or other valuation methodologies. Periodically, the Company
holds investments in corporate bonds, municipal bonds and other
debt securities, the estimated fair values of which are based on
prices provided by external pricing services.
Level 3 – Pricing inputs are unobservable for the investment and
includes situations where there is little, if any, market activity
for the investment. The inputs into the determination of fair value
require significant management judgment or estimation.
The following table presents the categorization of investments and
certain other financial assets measured at fair value on a
recurring basis as of September 30, 2022 and December 31,
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Debt Securities Carried by EGL |
$ |
389,250 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
389,250 |
|
Other Debt and Equity Securities |
658,029 |
|
|
— |
|
|
— |
|
|
658,029 |
|
Investment Funds |
127,021 |
|
|
— |
|
|
— |
|
|
127,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets Measured At Fair Value |
$ |
1,174,300 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,174,300 |
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Debt Securities Carried by EGL |
$ |
784,842 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
784,842 |
|
Other Debt and Equity Securities(1)
|
710,706 |
|
|
— |
|
|
— |
|
|
710,706 |
|
Investment Funds |
150,873 |
|
|
— |
|
|
— |
|
|
150,873 |
|
|
|
|
|
|
|
|
|
Total Assets Measured At Fair Value |
$ |
1,646,421 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,646,421 |
|
(1)Includes
$3,000 of treasury bills and notes classified within Cash and Cash
Equivalents on the Unaudited Condensed Consolidated Statement of
Financial Condition as of December 31, 2021.
In certain cases, the inputs used to measure fair value may fall
into different levels of the fair value hierarchy. In such cases,
an investment's level within the fair value hierarchy 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
investment.
The carrying amount and estimated fair value of the Company's
financial instrument assets and liabilities, which are not measured
at fair value on the Unaudited Condensed Consolidated Statements of
Financial Condition, are listed in the tables below.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
Carrying |
|
Estimated Fair Value |
|
Amount |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Financial Assets: |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
$ |
473,066 |
|
|
$ |
473,066 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
473,066 |
|
Certificates of Deposit |
138,701 |
|
|
— |
|
|
138,701 |
|
|
— |
|
|
138,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables(1)
|
360,766 |
|
|
— |
|
|
359,246 |
|
|
— |
|
|
359,246 |
|
Contract Assets(2)
|
34,066 |
|
|
— |
|
|
33,919 |
|
|
— |
|
|
33,919 |
|
Receivable from Employees and Related Parties |
23,178 |
|
|
— |
|
|
23,178 |
|
|
— |
|
|
23,178 |
|
|
|
|
|
|
|
|
|
|
|
Closely-held Equity Securities |
557 |
|
|
— |
|
|
— |
|
|
557 |
|
|
557 |
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Expenses |
$ |
33,088 |
|
|
$ |
— |
|
|
$ |
33,088 |
|
|
$ |
— |
|
|
$ |
33,088 |
|
|
|
|
|
|
|
|
|
|
|
Payable to Employees and Related Parties |
36,461 |
|
|
— |
|
|
36,461 |
|
|
— |
|
|
36,461 |
|
|
|
|
|
|
|
|
|
|
|
Notes Payable |
369,300 |
|
|
— |
|
|
343,898 |
|
|
— |
|
|
343,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Carrying |
|
Estimated Fair Value |
|
Amount |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Financial Assets: |
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents |
$ |
575,317 |
|
|
$ |
575,317 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
575,317 |
|
Certificates of Deposit |
141,218 |
|
|
— |
|
|
141,218 |
|
|
— |
|
|
141,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables(1)
|
439,432 |
|
|
— |
|
|
436,749 |
|
|
— |
|
|
436,749 |
|
Contract Assets(2)
|
27,037 |
|
|
— |
|
|
25,986 |
|
|
— |
|
|
25,986 |
|
Receivable from Employees and Related Parties |
25,208 |
|
|
— |
|
|
25,208 |
|
|
— |
|
|
25,208 |
|
|
|
|
|
|
|
|
|
|
|
Closely-held Equity Securities |
676 |
|
|
— |
|
|
— |
|
|
676 |
|
|
676 |
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued Expenses |
$ |
31,633 |
|
|
$ |
— |
|
|
$ |
31,633 |
|
|
$ |
— |
|
|
$ |
31,633 |
|
|
|
|
|
|
|
|
|
|
|
Payable to Employees and Related Parties |
58,876 |
|
|
— |
|
|
58,876 |
|
|
— |
|
|
58,876 |
|
Notes Payable |
376,243 |
|
|
— |
|
|
390,288 |
|
|
— |
|
|
390,288 |
|
|
|
|
|
|
|
|
|
|
|
(1)Includes
Accounts Receivable, as well as long-term receivables, which are
included in Other Assets on the Unaudited Condensed Consolidated
Statements of Financial Condition.
(2)Includes
current and long-term contract assets included in Other Current
Assets and Other Assets on the Unaudited Condensed Consolidated
Statements of Financial Condition.
Note 10 – Notes Payable
2016 Private Placement Notes
On March 30, 2016, the Company issued an aggregate of $170,000 of
senior notes, including: $38,000 aggregate principal amount of its
4.88% Series A senior notes which were due March 30, 2021 (the
"Series A Notes"), $67,000 aggregate principal amount of its 5.23%
Series B senior notes due March 30, 2023 (the "Series B Notes"),
$48,000 aggregate principal amount of its 5.48% Series C senior
notes due March 30, 2026 (the "Series C Notes") and $17,000
aggregate principal amount of its 5.58% Series D senior notes due
March 30, 2028 (the "Series D Notes" and together with the Series A
Notes, the Series B Notes and the Series C Notes, the "2016 Private
Placement Notes"), pursuant to a note purchase agreement (the "2016
Note Purchase Agreement") dated as of March 30, 2016, among the
Company and the purchasers party thereto in a private placement
exempt from registration under the Securities Act of
1933.
Interest on the 2016 Private Placement Notes is payable
semi-annually and the 2016 Private Placement Notes are guaranteed
by certain of the Company's domestic subsidiaries. The Company may,
at its option, prepay all, or from time to time
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
any part of, the 2016 Private Placement Notes (without regard to
Series), in an amount not less than 5% of the aggregate principal
amount of the 2016 Private Placement Notes then outstanding at 100%
of the principal amount thereof plus an applicable "make-whole
amount." Upon the occurrence of a change of control, the holders of
the 2016 Private Placement Notes will have the right to require the
Company to prepay the entire unpaid principal amounts held by each
holder of the 2016 Private Placement Notes plus accrued and unpaid
interest to the prepayment date. The 2016 Note Purchase Agreement
contains customary covenants, including financial covenants
requiring compliance with a maximum leverage ratio, a minimum
tangible net worth and a minimum interest coverage ratio, and
customary events of default. As of September 30, 2022, the Company
was in compliance with all of these covenants.
In March 2021, the Company repaid the $38,000 aggregate principal
amount of its Series A Notes.
On June 28, 2022, the Company prepaid the $67,000 aggregate
principal amount of its Series B Notes plus the applicable
make-whole amount. In conjunction with the June 2022 prepayment and
the acceleration of the remaining debt issuance costs, the Company
recorded a loss of $456 for the nine months ended September 30,
2022, included within Special Charges, Including Business
Realignment Costs, on the Unaudited Condensed Consolidated
Statements of Operations.
2019 Private Placement Notes
On August 1, 2019, the Company issued $175,000 and £25,000 of
senior unsecured notes through private placement. These notes
reflect a weighted average life of 12 years and a weighted average
stated interest rate of 4.26%. These notes include: $75,000
aggregate principal amount of its 4.34% Series E senior notes due
August 1, 2029 (the "Series E Notes"), $60,000 aggregate principal
amount of its 4.44% Series F senior notes due August 1, 2031 (the
"Series F Notes"), $40,000 aggregate principal amount of its 4.54%
Series G senior notes due August 1, 2033 (the "Series G Notes") and
£25,000 aggregate principal amount of its 3.33% Series H senior
notes due August 1, 2033 (the "Series H Notes" and together with
the Series E Notes, the Series F Notes and the Series G Notes, the
"2019 Private Placement Notes"), each of which were issued pursuant
to a note purchase agreement dated as of August 1, 2019 (the "2019
Note Purchase Agreement"), among the Company and the purchasers
party thereto in a private placement exempt from registration under
the Securities Act of 1933.
Interest on the 2019 Private Placement Notes is payable
semi-annually and the 2019 Private Placement Notes are guaranteed
by certain of the Company's domestic subsidiaries. The Company may,
at its option, prepay all, or from time to time any part of, the
2019 Private Placement Notes (without regard to Series), in an
amount not less than 5% of the aggregate principal amount of the
2019 Private Placement Notes then outstanding at 100% of the
principal amount thereof plus an applicable "make-whole amount."
Upon the occurrence of a change of control, the holders of the 2019
Private Placement Notes will have the right to require the Company
to prepay the entire unpaid principal amounts held by each holder
of the 2019 Private Placement Notes plus accrued and unpaid
interest to the prepayment date. The 2019 Note Purchase Agreement
contains customary covenants, including financial covenants
requiring compliance with a maximum leverage ratio and a minimum
tangible net worth, and customary events of default. As of
September 30, 2022, the Company was in compliance with all of these
covenants.
2021 Private Placement Notes
On March 29, 2021, the Company issued an aggregate of $38,000 of
senior notes, comprised of $38,000 aggregate principal amount of
its 1.97% Series I senior notes due August 1, 2025 (the "Series I
Notes" or the "2021 Private Placement Notes"), pursuant to a note
purchase agreement (the "2021 Note Purchase Agreement") dated as of
March 29, 2021, among the Company and the purchasers party thereto
in a private placement exempt from registration under the
Securities Act of 1933.
Interest on the 2021 Private Placement Notes is payable
semi-annually and the 2021 Private Placement Notes are guaranteed
by certain of the Company's domestic subsidiaries. The Company may,
at its option, prepay all, or from time to time any part of, the
2021 Private Placement Notes, in an amount not less than 5% of the
aggregate principal amount of the 2021 Private Placement Notes then
outstanding at 100% of the principal amount thereof plus an
applicable "make-whole amount." Upon the occurrence of a change of
control, the holders of the 2021 Private Placement Notes will have
the right to require the Company to prepay the entire unpaid
principal amounts held by each holder of the 2021 Private Placement
Notes plus accrued and unpaid interest to the prepayment date. The
2021 Note Purchase Agreement contains customary covenants,
including financial covenants requiring compliance with a maximum
leverage ratio and a minimum tangible net worth, and customary
events of default. As of September 30, 2022, the Company was in
compliance with all of these covenants.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
2022 Private Placement Notes
On June 28, 2022, the Company issued $67,000 aggregate principal
amount of its 4.61% Series J senior notes due November 15, 2028
(the "Series J Notes" or the "2022 Private Placement Notes"),
pursuant to a note purchase agreement (the "2022 Note Purchase
Agreement") dated as of June 28, 2022, among the Company and the
purchasers party thereto in a private placement exempt from
registration under the Securities Act of 1933.
Interest on the 2022 Private Placement Notes is payable
semi-annually and the 2022 Private Placement Notes are guaranteed
by certain of the Company's domestic subsidiaries. The Company may,
at its option, prepay all, or from time to time any part of, the
2022 Private Placement Notes, in an amount not less than 5% of the
aggregate principal amount of the 2022 Private Placement Notes then
outstanding at 100% of the principal amount thereof plus an
applicable "make-whole amount." Upon the occurrence of a change of
control, the holders of the 2022 Private Placement Notes will have
the right to require the Company to prepay the entire unpaid
principal amounts held by each holder of the 2022 Private Placement
Notes plus accrued and unpaid interest to the prepayment date. The
2022 Note Purchase Agreement contains customary covenants,
including financial covenants requiring compliance with a maximum
leverage ratio and a minimum tangible net worth, and customary
events of default. As of September 30, 2022, the Company was in
compliance with all of these covenants.
Notes Payable is comprised of the following as of September 30,
2022 and December 31, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying Value(a)
|
|
|
|
|
|
|
|
Note |
|
Maturity Date |
|
Effective Annual Interest Rate |
|
September 30, 2022 |
|
December 31, 2021 |
|
|
|
|
|
|
|
|
|
Evercore Inc. 5.23% Series B Senior Notes
|
|
3/30/2023 |
|
5.44 |
% |
|
$ |
— |
|
|
$ |
66,829 |
|
Evercore Inc. 5.48% Series C Senior Notes
|
|
3/30/2026 |
|
5.64 |
% |
|
47,756 |
|
|
47,710 |
|
Evercore Inc. 5.58% Series D Senior Notes
|
|
3/30/2028 |
|
5.72 |
% |
|
16,887 |
|
|
16,874 |
|
Evercore Inc. 4.34% Series E Senior Notes
|
|
8/1/2029 |
|
4.46 |
% |
|
74,459 |
|
|
74,407 |
|
Evercore Inc. 4.44% Series F Senior Notes
|
|
8/1/2031 |
|
4.55 |
% |
|
59,533 |
|
|
59,500 |
|
Evercore Inc. 4.54% Series G Senior Notes
|
|
8/1/2033 |
|
4.64 |
% |
|
39,673 |
|
|
39,655 |
|
Evercore Inc. 3.33% Series H Senior Notes
|
|
8/1/2033 |
|
3.42 |
% |
|
27,650 |
|
|
33,564 |
|
Evercore Inc. 1.97% Series I Senior Notes
|
|
8/1/2025 |
|
2.20 |
% |
|
37,764 |
|
|
37,704 |
|
Evercore Inc. 4.61% Series J Senior Notes
|
|
11/15/2028 |
|
5.02 |
% |
|
65,578 |
|
|
— |
|
Total |
|
|
|
|
|
$ |
369,300 |
|
|
$ |
376,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)Carrying
value has been adjusted to reflect the presentation of debt
issuance costs as a direct reduction from the related
liability.
Note 11 – Evercore Inc. Stockholders' Equity
Dividends
– The Company's Board of Directors declared on October 25, 2022, a
quarterly cash dividend of $0.72 per share, to the holders of
record of shares of Class A common stock ("Class A Shares") as of
November 25, 2022, which will be paid on December 9, 2022. During
the three and nine months ended September 30, 2022, the Company
declared and paid dividends of $0.72 and $2.12 per share,
respectively, totaling $28,052 and $83,739, respectively, and
accrued deferred cash dividends on unvested restricted stock units
("RSUs") totaling $2,883 and $11,245, respectively. The Company
also paid deferred cash dividends of $166 and $15,347 during the
three and nine months ended September 30, 2022, respectively.
During the three and nine months ended September 30, 2021, the
Company declared and paid dividends of $0.68 and $1.97 per share,
respectively, totaling $26,656 and $79,584, respectively, and
accrued deferred cash dividends on unvested RSUs totaling $3,622
and $10,718, respectively. The Company also paid deferred cash
dividends of $126 and $12,338 during the three and nine months
ended September 30, 2021, respectively.
Treasury Stock
–
During the three months ended September 30, 2022, the Company
purchased 17 Class A Shares from employees at an average cost
per share of $93.64, primarily for the net settlement of
stock-based compensation awards, and 319 Class A Shares at an
average cost per share of $98.98 pursuant to the Company's share
repurchase program. The aggregate 336 Class A Shares were purchased
at an average cost per share of $98.71, and the result of these
purchases was an increase in Treasury Stock of $33,162 on the
Company's Unaudited Condensed Consolidated Statement of Financial
Condition as of September 30, 2022.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
During the nine months ended September 30, 2022, the Company
purchased 988 Class A Shares from employees at an average cost
per share of $127.41, primarily for the net settlement of
stock-based compensation awards, and 2,908 Class A Shares at
an average cost per share of $115.18 pursuant to the Company's
share repurchase program. The aggregate 3,896 Class A Shares were
purchased at an average cost per share of $118.28, and the result
of these purchases was an increase in Treasury Stock of $460,797 on
the Company's Unaudited Condensed Consolidated Statement of
Financial Condition as of September 30, 2022.
LP Units
– During the three and nine months ended September 30, 2022, 1 and
2,573 Evercore LP partnership units ("LP Units"), respectively,
were exchanged for Class A Shares, resulting in an increase to
Class A Common Stock of $26 for the nine months ended September 30,
2022, and an increase to Additional Paid-In-Capital of $47 and
$159,328 for the three and nine months ended September 30, 2022,
respectively, on the Company's Unaudited Condensed Consolidated
Statement of Financial Condition as of September 30, 2022. See Note
12 for further information.
Accumulated Other Comprehensive Income (Loss)
– As of September 30, 2022, Accumulated Other Comprehensive Income
(Loss) on the Company's Unaudited Condensed Consolidated Statement
of Financial Condition includes an accumulated Unrealized Gain
(Loss) on Securities and Investments, net, and Foreign Currency
Translation Adjustment Gain (Loss), net, of ($4,185) and ($46,609),
respectively.
Note 12 – Noncontrolling Interest
Noncontrolling Interest recorded in the unaudited condensed
consolidated financial statements of the Company relates to the
following approximate interests in certain consolidated
subsidiaries, which are not owned by the Company. In circumstances
where the governing documents of the entity to which the
noncontrolling interest relates require special allocations of
profits or losses to the controlling and noncontrolling interest
holders, the net income or loss of these entities is allocated
based on these special allocations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
2022 |
|
2021 |
|
|
Subsidiary: |
|
|
|
|
|
Evercore LP |
6 |
% |
|
11 |
% |
|
|
Evercore Wealth Management ("EWM")(1)
|
25 |
% |
|
26 |
% |
|
|
|
|
|
|
|
|
Real Estate Capital Advisory ("RECA")(2)
|
— |
% |
|
40 |
% |
|
|
|
|
|
|
|
|
(1) Noncontrolling Interests represent a blended rate for multiple
classes of interests in EWM.
(2) Noncontrolling Interests represent the Class R Interests of
Private Capital Advisory L.P.
The Noncontrolling Interests for Evercore LP and EWM have rights,
in certain circumstances, to convert into Class A
Shares.
The Company has outstanding Class A, E, I and K Evercore LP Units
which give the holders the right to receive Class A Shares upon
exchange on a one-for-one basis. See Note 13 for further
information.
During the period January 1, 2023 through December 31, 2023, the
Company has the option to purchase, at fair value, a portion of the
outstanding EWM Class A Units such that the noncontrolling interest
holders would continue to hold no less than 25% of the outstanding
units following the transaction. This transaction may be settled in
cash, Evercore LP Units or Class A shares of the Company, at the
Company’s discretion. If the Company has not exercised its option
prior to the end of the option period, or the noncontrolling
interest holders continue to hold greater than 25% of the
outstanding units following the transaction, the noncontrolling
interest holders may exchange their interests for Evercore LP
Units, at fair value, sufficient to reduce their outstanding
interest to 25%. As of September 30, 2022, the EWM members held 25%
of the outstanding EWM Units.
Changes in Noncontrolling Interest for the three and nine months
ended September 30, 2022 and 2021 were as follows:
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
Beginning balance |
$ |
170,150 |
|
|
$ |
274,296 |
|
|
$ |
314,910 |
|
|
$ |
258,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income: |
|
|
|
|
|
|
|
|
|
Net Income Attributable to Noncontrolling Interest |
9,198 |
|
|
29,577 |
|
|
42,543 |
|
|
74,346 |
|
|
|
Other Comprehensive Income (Loss) |
(1,988) |
|
|
(1,109) |
|
|
(3,935) |
|
|
(706) |
|
|
|
Total Comprehensive Income |
7,210 |
|
|
28,468 |
|
|
38,608 |
|
|
73,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Evercore LP Units Exchanged for Class A Shares |
(47) |
|
|
(13) |
|
|
(159,354) |
|
|
(6,760) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization and Vesting of LP Units |
5,403 |
|
|
2,946 |
|
|
17,932 |
|
|
9,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Items: |
|
|
|
|
|
|
|
|
|
Distributions to Noncontrolling Interests |
(6,533) |
|
|
(16,126) |
|
|
(36,126) |
|
|
(45,768) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Noncontrolling Interest |
— |
|
|
1,072 |
|
|
300 |
|
|
2,417 |
|
|
|
Purchase of Noncontrolling Interest |
(108) |
|
|
— |
|
|
(195) |
|
|
(367) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Items |
(6,641) |
|
|
(15,054) |
|
|
(36,021) |
|
|
(43,718) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
$ |
176,075 |
|
|
$ |
290,643 |
|
|
$ |
176,075 |
|
|
$ |
290,643 |
|
|
|
Other Comprehensive Income
–
Other Comprehensive Income (Loss) Attributed to Noncontrolling
Interest includes unrealized gains (losses) on securities and
investments, net, of $109 and $137 for the three and nine months
ended September 30, 2022, respectively, and ($125) and ($57) for
the three and nine months ended September 30, 2021, respectively,
and foreign currency translation adjustment gains (losses), net, of
($2,097) and ($4,072) for the three and nine months ended September
30, 2022, respectively, and ($984) and ($649) for the three and
nine months ended September 30, 2021, respectively.
LP Units Exchanged
– On February 24, 2022, the Company entered into an agreement (the
"Exchange Agreement") with ISI Holding, Inc. ("ISI Holding"), the
principal stockholder of which is Ed Hyman, an executive officer of
the Company. Pursuant to the Exchange Agreement, ISI Holding
exercised its existing conversion rights under the terms of the
partnership agreement of Evercore LP to exchange (the "Exchange")
all 2,545 of the Class E limited partnership units of Evercore LP
("Class E LP Units") owned by it for 2,545 Class A Shares.
Following the Exchange, ISI Holding liquidated and distributed the
Class A Shares received in the Exchange to its stockholders in
accordance with their ownership interests in ISI Holding. The
parties have relied on the exemption from the registration
requirements of the Securities Act of 1933 under Section 4(a)(2)
thereof for the Exchange.
During the three and nine months ended September 30, 2022, an
aggregate of 1 and 2,573 LP Units, respectively, were exchanged for
Class A Shares, including the Class E LP Units described
above. These exchanges resulted in a decrease to Noncontrolling
Interest of $47 and $159,354 for the three and nine months ended
September 30, 2022, respectively, an increase to
Additional-Paid-In-Capital of $47 and $159,328 for the three and
nine months ended September 30, 2022, respectively, and an increase
to Class A Common Stock of $26 for the nine months ended September
30, 2022 on the Company's Unaudited Condensed Consolidated
Statement of Financial Condition as of September 30, 2022. See Note
11 for further information.
Interests Issued
– During the first and third quarter of 2021, certain employees of
EWM purchased EWM Class A Units, at fair value, resulting in an
increase to Noncontrolling Interest of $975 and $200, respectively,
on the Company's Unaudited Condensed Consolidated Statement of
Financial Condition as of September 30, 2021.
During the third quarter of 2021, certain employees of RECA
purchased Class R Interests of Private Capital Advisory L.P., at
fair value, resulting in an increase to Noncontrolling Interest of
$872 on the Company's Unaudited Condensed Consolidated Statement of
Financial Condition as of September 30, 2021.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
Interests Purchased
–
During the third quarter of 2022, the Company purchased, at fair
value, an additional 0.5% of the EWM Class A Units for $1,706,
which was settled in cash during the three months ended September
30, 2022. This purchase resulted in a decrease to Noncontrolling
Interest of $108 and a decrease to Additional-Paid-In-Capital of
$1,598 on the Company's Unaudited Condensed Consolidated Statement
of Financial Condition as of September 30, 2022.
During the first quarter of 2022, the Company purchased, at fair
value, an additional 0.4% of the EWM Class A Units for $1,448,
which was settled in cash during the nine months ended September
30, 2022. This purchase resulted in a decrease to Noncontrolling
Interest of $87 and a decrease to Additional-Paid-In-Capital of
$1,361 on the Company's Unaudited Condensed Consolidated Statement
of Financial Condition as of September 30, 2022.
During the first quarter of 2021, the Company purchased, at fair
value, an additional 1% of the EWM Class A Units for $3,170, which
was settled in cash during the nine months ended September 30,
2021. This purchase resulted in a decrease to Noncontrolling
Interest of $344 and a decrease to Additional Paid-In-Capital of
$2,826 on the Company's Unaudited Condensed Consolidated Statement
of Financial Condition as of September 30, 2021.
On December 31, 2021, the Company purchased, at fair value, all of
the outstanding Class R Interests of Private Capital Advisory L.P.
from employees of the RECA business for $54,297. Consideration for
this transaction included the payment of $6,000 of cash in 2021,
$27,710 of cash during the first quarter of 2022, and contingent
cash consideration which will be settled in early 2024. The Company
settled $1,083 of the contingent consideration at fair value, which
is included within Other Current Liabilities on the Company's
Unaudited Condensed Consolidated Statement of Financial Condition
as of September 30, 2022 and is expected to be paid during the
fourth quarter of 2022. The fair value of the remaining contingent
consideration is $7,442 and $20,587 as of September 30, 2022 and
December 31, 2021, respectively, and is included within Other
Long-term Liabilities on the Company's Unaudited Condensed
Consolidated Statement of Financial Condition. The amount of
contingent consideration to be paid is dependent on the RECA
business achieving certain revenue performance targets. For the
three and nine months ended September 30, 2022, the Company
recognized a reversal of expense of $8,784 and $12,062,
respectively, within Other Operating Expenses on the Unaudited
Condensed Consolidated Statements of Operations, related to the
change in fair value of the contingent consideration. The fair
value of the contingent consideration reflects the present value of
the expected payment due based on the current expectation for the
business meeting the revenue performance targets. This purchase
resulted in a decrease to Noncontrolling Interest of $7,137 and a
decrease to Additional Paid-In-Capital of $47,160 on the Company’s
Unaudited Condensed Consolidated Statement of Financial Condition
on December 31, 2021. In conjunction with this transaction, the
Company will also issue two separate payments in early 2023 and
2024, contingent on continued employment with the Company, and
accordingly, will be treated as compensation expense for accounting
purposes in the periods earned. These payments will also be
dependent on the RECA business achieving certain revenue
performance targets.
Note 13 – Net Income Per Share Attributable to Evercore Inc. Common
Shareholders
The calculations of basic and diluted net income per share
attributable to Evercore Inc. common shareholders for the three and
nine months ended September 30, 2022 and 2021 are described and
presented below.
EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise
noted)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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Basic Net Income Per Share Attributable to Evercore Inc. Common
Shareholders |
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Numerator: |
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Net income attributable to Evercore Inc. common
shareholders |
$ |
82,438 |
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$ |
159,545&nb |