Evercore Reports Record Full Year And Fourth Quarter Results; Quarterly Dividend Of $0.31 Per Share
Highlights
- Full Year Financial Summary
- Record U.S. GAAP Net Revenues of
$1.223 billion , up 34% compared to 2014 - U.S. GAAP Net Income Attributable to
Evercore Partners Inc. of$42.9 million , down 51% compared to 2014, or$0.98 per share, down 53% compared to 2014 - Record Adjusted Pro Forma Net Revenues of
$1.216 billion , up 33% compared to 2014 - Record Adjusted Pro Forma Net Income Attributable to
Evercore Partners Inc. of$171 million , up 38% compared to 2014, or$3.23 per share, up 25% compared to 2014
- Record U.S. GAAP Net Revenues of
- Fourth Quarter Financial Summary
- Record U.S. GAAP Net Revenues of
$408 million , up 27% compared to Q4 2014 - U.S. GAAP Net Income Attributable to
Evercore Partners Inc. of$20.6 million , down 26% compared to Q4 2014, or$0.45 per share, down 32% compared to Q4 2014 - Record Adjusted Pro Forma Net Revenues of
$404 million , up 26% compared to Q4 2014 - Record Adjusted Pro Forma Net Income Attributable to
Evercore Partners Inc. of$65 million , up 41% compared to Q4 2014, or$1.22 per share, up 36% compared to Q4 2014
- Record U.S. GAAP Net Revenues of
- Investment Banking
- Announced two Advisory Senior Managing Directors in the first quarter;
Bill Anderson , who will head the Firm's Strategic Shareholder Advisory Business, andJim Renwick , who will lead the European Equity Capital Markets Advisory capability. - Advising clients on significant transactions globally:
- Advised
DuPont on its successful defense in the largest proxy contest ever taken to a vote - Advising on two of the five largest M&A transactions announced in the US in 2015:
DuPont on its$68 billion merger of equals with TheDow Chemical Company andEMC on its$67 billion sale toDell and its owners - Advising
Shire plc on its$34.9 billion acquisition ofBaxalta Incorporated , as well as its$6.2 billion acquisition ofDyax Corp - Advising the Board of Directors of
Targa Resources Corp. on its acquisition ofTarga Resources Partners LP - Advising
Cable & Wireless Communications Plc on its sale toLiberty Global plc - Advised
Chesapeake Energy Corporation on its$3.9 billion Senior Notes exchange offer
- Advised
- Announced two Advisory Senior Managing Directors in the first quarter;
- Completed the first full year of operations of Evercore ISI, growing secondary and underwriting revenues and delivering full year operating margins of 19.0%
- Investment Management
- Completed the restructuring of our investment in
Atalanta Sosnoff . After this restructuring, Assets Under Management in consolidated businesses were$8.2 billion
- Completed the restructuring of our investment in
- Returned
$334.5 million of capital to shareholders during the year through dividends and repurchases, including$146.0 million in the fourth quarter. Quarterly dividend of$0.31 per share
Adjusted Pro Forma Net Revenues were a record
The U.S. GAAP trailing twelve-month compensation ratio of 64.4% compares to 60.0% for the same period in 2014. The U.S. GAAP compensation ratio for the three months ended
"
"This past year was a strong one for M&A volume around the world. And,
Consolidated U.S. GAAP and Adjusted Pro Forma Selected Financial Data (Unaudited)
U.S. GAAP |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
(dollars in thousands) |
|||||||||||||||
Net Revenues |
$ 408,243 |
$ 308,951 |
$ 321,888 |
32% |
27% |
$ 1,223,273 |
$ 915,858 |
34% |
|||||||
Operating Income |
$ 74,663 |
$ 11,898 |
$ 67,852 |
528% |
10% |
$ 128,670 |
$ 170,947 |
(25%) |
|||||||
Net Income Attributable to Evercore Partners Inc. |
$ 20,602 |
$ 7,197 |
$ 27,732 |
186% |
(26%) |
$ 42,863 |
$ 86,874 |
(51%) |
|||||||
Diluted Earnings Per Share |
$ 0.45 |
$ 0.16 |
$ 0.66 |
181% |
(32%) |
$ 0.98 |
$ 2.08 |
(53%) |
|||||||
Compensation Ratio |
62.3% |
63.9% |
59.7% |
64.4% |
60.0% |
||||||||||
Operating Margin |
18.3% |
3.9% |
21.1% |
10.5% |
18.7% |
||||||||||
Adjusted Pro Forma |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
(dollars in thousands) |
|||||||||||||||
Net Revenues |
$ 404,129 |
$ 305,633 |
$ 320,929 |
32% |
26% |
$ 1,216,421 |
$ 911,926 |
33% |
|||||||
Operating Income |
$ 109,831 |
$ 73,454 |
$ 80,940 |
50% |
36% |
$ 292,514 |
$ 210,205 |
39% |
|||||||
Net Income Attributable to Evercore Partners Inc. |
$ 64,717 |
$ 42,934 |
$ 45,900 |
51% |
41% |
$ 171,307 |
$ 124,279 |
38% |
|||||||
Diluted Earnings Per Share |
$ 1.22 |
$ 0.81 |
$ 0.90 |
51% |
36% |
$ 3.23 |
$ 2.59 |
25% |
|||||||
Compensation Ratio |
58.6% |
57.4% |
58.3% |
57.8% |
59.0% |
||||||||||
Operating Margin |
27.2% |
24.0% |
25.2% |
24.0% |
23.1% |
Throughout the discussion of
Business Line Reporting
Investment Banking
U.S. GAAP |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
(dollars in thousands) |
|||||||||||||||
Net Revenues: |
|||||||||||||||
Investment Banking Revenues |
$ 384,111 |
$ 285,561 |
$ 298,426 |
35% |
29% |
$ 1,133,860 |
$ 821,359 |
38% |
|||||||
Other Revenue, net |
(71) |
357 |
(991) |
NM |
93% |
(2,945) |
(1,722) |
(71%) |
|||||||
Net Revenues |
384,040 |
285,918 |
297,435 |
34% |
29% |
1,130,915 |
819,637 |
38% |
|||||||
Expenses: |
|||||||||||||||
Employee Compensation and Benefits |
241,389 |
184,372 |
177,206 |
31% |
36% |
734,078 |
492,649 |
49% |
|||||||
Non-compensation Costs |
65,283 |
66,324 |
52,558 |
(2%) |
24% |
241,811 |
160,494 |
51% |
|||||||
Special Charges |
- |
- |
1,161 |
NM |
NM |
2,151 |
4,893 |
(56%) |
|||||||
Total Expenses |
306,672 |
250,696 |
230,925 |
22% |
33% |
978,040 |
658,036 |
49% |
|||||||
Operating Income |
$ 77,368 |
$ 35,222 |
$ 66,510 |
120% |
16% |
$ 152,875 |
$ 161,601 |
(5%) |
|||||||
Compensation Ratio |
62.9% |
64.5% |
59.6% |
64.9% |
60.1% |
||||||||||
Operating Margin |
20.1% |
12.3% |
22.4% |
13.5% |
19.7% |
Adjusted Pro Forma |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
(dollars in thousands) |
|||||||||||||||
Net Revenues: |
|||||||||||||||
Investment Banking Revenues |
$ 376,872 |
$ 278,436 |
$ 293,363 |
35% |
28% |
$ 1,112,287 |
$ 804,152 |
38% |
|||||||
Other Revenue, net |
1,081 |
1,809 |
436 |
(40%) |
148% |
3,202 |
3,129 |
2% |
|||||||
Net Revenues |
377,953 |
280,245 |
293,799 |
35% |
29% |
1,115,489 |
807,281 |
38% |
|||||||
Expenses: |
|||||||||||||||
Employee Compensation and Benefits |
223,839 |
162,392 |
172,239 |
38% |
30% |
648,868 |
481,311 |
35% |
|||||||
Non-compensation Costs |
51,283 |
51,576 |
44,753 |
(1%) |
15% |
197,882 |
133,914 |
48% |
|||||||
Total Expenses |
275,122 |
213,968 |
216,992 |
29% |
27% |
846,750 |
615,225 |
38% |
|||||||
Operating Income |
$ 102,831 |
$ 66,277 |
$ 76,807 |
55% |
34% |
$ 268,739 |
$ 192,056 |
40% |
|||||||
Compensation Ratio |
59.2% |
57.9% |
58.6% |
58.2% |
59.6% |
||||||||||
Operating Margin |
27.2% |
23.6% |
26.1% |
24.1% |
23.8% |
For the fourth quarter,
Revenues
Adjusted Pro Forma |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
(dollars in thousands) |
|||||||||||||||
Advisory Fees |
$ 304,383 |
$ 215,657 |
$ 240,042 |
41% |
27% |
$ 843,921 |
$ 710,471 |
19% |
|||||||
Commissions and Related Fees |
63,866 |
58,264 |
43,957 |
10% |
45% |
228,229 |
65,580 |
248% |
|||||||
Underwriting Fees |
8,623 |
4,515 |
9,364 |
91% |
(8%) |
40,137 |
28,101 |
43% |
|||||||
Total Investment Banking Revenue |
$ 376,872 |
$ 278,436 |
$ 293,363 |
35% |
28% |
$ 1,112,287 |
$ 804,152 |
38% |
During the quarter, Investment Banking earned advisory fees from 222 client transactions (vs. 201 in Q4 2014) and fees in excess of
During the fourth quarter of 2015, Commissions and Related Fees of
Evercore ISI, our U.S. equities business, reported Net Revenues of
Expenses
Compensation costs were
Non-compensation costs for the current quarter were
Investment Management
U.S. GAAP |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
Net Revenues: |
(dollars in thousands) |
||||||||||||||
Investment Management Revenues |
$ 24,731 |
$ 23,812 |
$ 25,258 |
4% |
(2%) |
$ 95,129 |
$ 98,751 |
(4%) |
|||||||
Other Revenue, net |
(528) |
(779) |
(805) |
32% |
34% |
(2,771) |
(2,530) |
(10%) |
|||||||
Net Revenues |
24,203 |
23,033 |
24,453 |
5% |
(1%) |
92,358 |
96,221 |
(4%) |
|||||||
Expenses: |
|||||||||||||||
Employee Compensation and Benefits |
13,141 |
13,003 |
15,011 |
1% |
(12%) |
54,097 |
56,867 |
(5%) |
|||||||
Non-compensation Costs |
6,122 |
5,354 |
8,100 |
14% |
(24%) |
23,473 |
30,008 |
(22%) |
|||||||
Special Charges |
7,645 |
28,000 |
- |
(73%) |
NM |
38,993 |
- |
NM |
|||||||
Total Expenses |
26,908 |
46,357 |
23,111 |
(42%) |
16% |
116,563 |
86,875 |
34% |
|||||||
Operating Income (Loss) |
$ (2,705) |
$ (23,324) |
$ 1,342 |
88% |
NM |
$ (24,205) |
$ 9,346 |
NM |
|||||||
Compensation Ratio |
54.3% |
56.5% |
61.4% |
58.6% |
59.1% |
||||||||||
Operating Margin |
(11.2%) |
(101.3%) |
5.5% |
(26.2%) |
9.7% |
Adjusted Pro Forma |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
Net Revenues: |
(dollars in thousands) |
||||||||||||||
Investment Management Revenues |
$ 26,002 |
$ 25,205 |
$ 26,985 |
3% |
(4%) |
$ 100,127 |
$ 103,385 |
(3%) |
|||||||
Other Revenue, net |
174 |
183 |
145 |
(5%) |
20% |
805 |
1,260 |
(36%) |
|||||||
Net Revenues |
26,176 |
25,388 |
27,130 |
3% |
(4%) |
100,932 |
104,645 |
(4%) |
|||||||
Expenses: |
|||||||||||||||
Employee Compensation and Benefits |
13,141 |
13,003 |
15,011 |
1% |
(12%) |
54,097 |
56,867 |
(5%) |
|||||||
Non-compensation Costs |
6,035 |
5,208 |
7,986 |
16% |
(24%) |
23,060 |
29,629 |
(22%) |
|||||||
Total Expenses |
19,176 |
18,211 |
22,997 |
5% |
(17%) |
77,157 |
86,496 |
(11%) |
|||||||
Operating Income |
$ 7,000 |
$ 7,177 |
$ 4,133 |
(2%) |
69% |
$ 23,775 |
$ 18,149 |
31% |
|||||||
Compensation Ratio |
50.2% |
51.2% |
55.3% |
53.6% |
54.3% |
||||||||||
Operating Margin |
26.7% |
28.3% |
15.2% |
23.6% |
17.3% |
||||||||||
Assets Under Management (in millions) (1) |
$ 8,168 |
$ 13,329 |
$ 14,048 |
(39%) |
(42%) |
$ 8,168 |
$ 14,048 |
(42%) |
|||||||
(1) Assets Under Management reflect end of period amounts from our consolidated subsidiaries and therefore exclude AUM of $5,297 million from Atalanta Sosnoff at December 31, 2015. |
For the fourth quarter, Investment Management reported Net Revenues and Operating Income of
As of
Revenues
Investment Management Revenue |
|||||||||||||||
Adjusted Pro Forma |
|||||||||||||||
Three Months Ended |
% Change vs. |
Twelve Months Ended |
|||||||||||||
December 31, |
September 30, |
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
% Change |
||||||||
Investment Advisory and Management Fees |
(dollars in thousands) |
||||||||||||||
Wealth Management |
$ 8,831 |
$ 8,650 |
$ 8,235 |
2% |
7% |
$ 34,659 |
$ 30,827 |
12% |
|||||||
Institutional Asset Management (1) |
12,129 |
11,088 |
11,418 |
9% |
6% |
46,026 |
45,821 |
—% |
|||||||
Private Equity |
1,390 |
1,391 |
2,023 |
— % |
(31%) |
5,603 |
8,127 |
(31%) |
|||||||
Total Investment Advisory and Management Fees |
22,350 |
21,129 |
21,676 |
6% |
3% |
86,288 |
84,775 |
2% |
|||||||
Realized and Unrealized Gains |
|||||||||||||||
Institutional Asset Management |
549 |
686 |
1,325 |
(20%) |
(59%) |
3,681 |
6,067 |
(39%) |
|||||||
Private Equity |
1,827 |
1,933 |
2,225 |
(5%) |
(18%) |
5,086 |
7,858 |
(35%) |
|||||||
Total Realized and Unrealized Gains |
2,376 |
2,619 |
3,550 |
(9%) |
(33%) |
8,767 |
13,925 |
(37%) |
|||||||
Equity in Earnings of Affiliates (2) |
1,276 |
1,457 |
1,759 |
(12%) |
(27%) |
5,072 |
4,685 |
8% |
|||||||
Investment Management Revenues |
$ 26,002 |
$ 25,205 |
$ 26,985 |
3% |
(4%) |
$ 100,127 |
$ 103,385 |
(3%) |
|||||||
(1) Management fees from Institutional Asset Management were $12.1 million, $11.2 million and $11.5 million for the three months ended December 31, 2015, September 30, 2015 and December 31, 2014, respectively, and $46.1 million and $45.9 million for the twelve months ended December 31, 2015 and 2014, respectively, on a U.S. GAAP basis, excluding the reduction of revenues for client-related expenses. |
|||||||||||||||
(2) Equity in G5 ǀ Evercore - Wealth Management and ABS on a U.S. GAAP basis are reclassified from Investment Management Revenue to Income from Equity Method Investments. |
Investment Advisory and Management Fees of
Realized and Unrealized Gains of
Equity in Earnings of Affiliates of
Expenses
Investment Management's fourth quarter expenses were
Other U.S. GAAP Adjustments
Acquisition-related compensation charges for 2015 include expenses associated with performance-based awards granted in conjunction with the Company's acquisition of ISI. The amount of expense is based on the determination that it is probable that Evercore ISI will achieve certain earnings and margin targets in future periods.
Special Charges for 2015 include charges resulting from the restructuring of our investment in
Acquisition and Transition charges for 2015 include professional fees incurred and costs related to transitioning ISI's infrastructure, including certain regulatory settlements. Acquisition-related charges for 2015 also include adjustments to contingent consideration related to certain acquisitions.
In addition, for Adjusted Pro Forma purposes, client related expenses have been presented as a reduction from Revenues and Non-compensation costs.
Further details of these adjustments, as well as an explanation of similar amounts for the three and twelve months ended
Non-controlling Interests
Non-controlling Interests in certain operating subsidiaries are owned by the principals and strategic investors in these businesses.
Net Gain (Loss) Allocated to Noncontrolling Interests |
|||||||||
Three Months Ended |
Twelve Months Ended |
||||||||
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
|||||
Segment |
(dollars in thousands) |
||||||||
Investment Banking (1) |
$ 1,621 |
$ 248 |
$ 1,315 |
$ 1,956 |
$ (2,885) |
||||
Investment Management (1) |
1,201 |
1,360 |
965 |
4,000 |
4,032 |
||||
Total |
$ 2,822 |
$ 1,608 |
$ 2,280 |
$ 5,956 |
$ 1,147 |
||||
(1) The difference between Adjusted Pro Forma and U.S. GAAP Noncontrolling Interests relates primarily to the allocation of income to noncontrolling interests held at Evercore LP and intangible amortization expense for certain acquisitions, which we exclude from the Adjusted Pro Forma results. See pages A-2 through A-3 for further information. |
Income Taxes
For the three and twelve months ended
For the three and twelve months ended
Balance Sheet
The Company continues to maintain a strong balance sheet, holding cash, cash equivalents and marketable securities of
Capital Transactions
On
During the three months ended
Conference Call
About
Established in 1995,
Investor Contact:
Chief Financial Officer, Evercore
+1.212.857.3100
Media Contact:
Dana Gorman
+1.212.371.5999
Basis of Alternative Financial Statement Presentation
Adjusted Pro Forma results are a non-GAAP measure.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which reflect our current views with respect to, among other things,
With respect to any securities offered by any private equity fund referenced herein, such securities have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in
ANNEX I |
|
Schedule |
Page Number |
Unaudited Condensed Consolidated Statements of Operations for the Three and Twelve Months Ended December 31, 2015 and 2014 |
A-1 |
Adjusted Pro Forma: |
|
Adjusted Pro Forma Results (Unaudited) |
A-2 |
U.S. GAAP Reconciliation to Adjusted Pro Forma (Unaudited) |
A-4 |
U.S. GAAP Segment Reconciliation to Adjusted Pro Forma for the Three and Twelve Months ended December 31, 2015 (Unaudited) |
A-6 |
U.S. GAAP Segment Reconciliation to Adjusted Pro Forma for the Three Months ended September 30, 2015 (Unaudited) |
A-7 |
U.S. GAAP Segment Reconciliation to Adjusted Pro Forma for the Three and Twelve Months ended December 31, 2014 (Unaudited) |
A-8 |
Notes to Unaudited Condensed Consolidated Adjusted Pro Forma Financial Data |
A-9 |
EVERCORE PARTNERS INC. |
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
|||||||
THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2015 AND 2014 |
|||||||
(dollars in thousands, except per share data) |
|||||||
(UNAUDITED) |
|||||||
Three Months Ended December 31, |
Twelve Months Ended December 31, |
||||||
2015 |
2014 |
2015 |
2014 |
||||
Revenues |
|||||||
Investment Banking Revenue |
$ 384,111 |
$ 298,426 |
$ 1,133,860 |
$ 821,359 |
|||
Investment Management Revenue |
24,731 |
25,258 |
95,129 |
98,751 |
|||
Other Revenue |
2,603 |
2,431 |
11,259 |
11,292 |
|||
Total Revenues |
411,445 |
326,115 |
1,240,248 |
931,402 |
|||
Interest Expense (1) |
3,202 |
4,227 |
16,975 |
15,544 |
|||
Net Revenues |
408,243 |
321,888 |
1,223,273 |
915,858 |
|||
Expenses |
|||||||
Employee Compensation and Benefits |
254,530 |
192,217 |
788,175 |
549,516 |
|||
Occupancy and Equipment Rental |
12,072 |
11,581 |
47,703 |
41,202 |
|||
Professional Fees |
14,810 |
14,068 |
50,817 |
45,429 |
|||
Travel and Related Expenses |
16,251 |
12,957 |
55,388 |
40,015 |
|||
Communications and Information Services |
8,777 |
7,549 |
36,372 |
18,818 |
|||
Depreciation and Amortization |
6,815 |
5,397 |
27,927 |
16,263 |
|||
Special Charges |
7,645 |
1,161 |
41,144 |
4,893 |
|||
Acquisition and Transition Costs |
2,951 |
590 |
4,890 |
5,828 |
|||
Other Operating Expenses |
9,729 |
8,516 |
42,187 |
22,947 |
|||
Total Expenses |
333,580 |
254,036 |
1,094,603 |
744,911 |
|||
Income Before Income from Equity Method Investments and Income Taxes |
74,663 |
67,852 |
128,670 |
170,947 |
|||
Income from Equity Method Investments |
2,016 |
1,799 |
6,050 |
5,180 |
|||
Income Before Income Taxes |
76,679 |
69,651 |
134,720 |
176,127 |
|||
Provision for Income Taxes |
46,703 |
30,542 |
77,030 |
68,756 |
|||
Net Income |
29,976 |
39,109 |
57,690 |
107,371 |
|||
Net Income Attributable to Noncontrolling Interest |
9,374 |
11,377 |
14,827 |
20,497 |
|||
Net Income Attributable to Evercore Partners Inc. |
$ 20,602 |
$ 27,732 |
$ 42,863 |
$ 86,874 |
|||
Net Income Attributable to Evercore Partners Inc. Common Shareholders |
$ 20,602 |
$ 27,732 |
$ 42,863 |
$ 86,874 |
|||
Weighted Average Shares of Class A Common Stock Outstanding: |
|||||||
Basic |
38,681 |
36,337 |
37,161 |
35,827 |
|||
Diluted |
45,480 |
41,912 |
43,699 |
41,843 |
|||
Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders: |
|||||||
Basic |
$ 0.53 |
$ 0.76 |
$ 1.15 |
$ 2.42 |
|||
Diluted |
$ 0.45 |
$ 0.66 |
$ 0.98 |
$ 2.08 |
|||
(1) Includes interest expense on long-term debt and interest expense on short-term repurchase agreements. |
|||||||
A-1 |
Adjusted Pro Forma Results
Throughout the discussion of
1. |
Assumed Vesting of Evercore LP Units and Exchange into Class A Shares. The Company incurred expenses, in Employee Compensation and Benefits, resulting from the vesting of Class E LP Units issued in conjunction with the acquisition of ISI, as well as Class G and H LP Interests. The amount of expense for the Class G and H LP Interests is based on the determination that it is probable that Evercore ISI will achieve certain earnings and margin targets in 2015 and in future periods. The Adjusted Pro Forma results assume these LP Units and certain Class G and H LP Interests have vested and have been exchanged for Class A shares. Accordingly, any expense associated with these units, and related awards, is excluded from Adjusted Pro Forma results, and the noncontrolling interest related to these units is converted to controlling interest. The Company's Management believes that it is useful to provide the per-share effect associated with the assumed conversion of these previously granted equity interests, and thus the Adjusted Pro Forma results reflect the exchange of certain vested and unvested Evercore LP partnership units and interests and IPO related restricted stock unit awards into Class A shares. |
||
2. |
Adjustments Associated with Business Combinations. The following charges resulting from business combinations have been excluded from Adjusted Pro Forma results because the Company's Management believes that operating performance is more comparable across periods excluding the effects of these acquisition-related charges: |
||
a. |
Amortization of Intangible Assets and Other Purchase Accounting-related Amortization. Amortization of intangible assets and other purchase accounting-related amortization from the acquisitions of ISI, SFS and certain other acquisitions. |
||
b. |
Compensation Charges. Expenses for deferred consideration issued to the sellers of certain of the Company's acquisitions. |
||
c. |
Acquisition and Transition Costs. Primarily professional fees incurred and costs related to transitioning ISI's infrastructure, including certain regulatory settlements. |
||
d. |
Fair Value of Contingent Consideration. The expense associated with changes in the fair value of contingent consideration issued to the sellers of certain of the Company's acquisitions is excluded from Adjusted Pro Forma results. |
||
3. |
Client Related Expenses. Client related expenses and provisions for uncollected receivables have been classified as a reduction of revenue in the Adjusted Pro Forma presentation. The Company's Management believes that this adjustment results in more meaningful key operating ratios, such as compensation to net revenues and operating margin. |
||
A-2 |
4. |
Professional Fees. The expense associated with share-based awards resulting from increases in the share price, which is required upon change in employment status, is excluded from Adjusted Pro Forma results. |
5. |
Special Charges. Expenses during 2015 primarily related to a charge for the impairment of goodwill in the Institutional Asset Management reporting unit and charges related to the restructuring of our investment in Atalanta Sosnoff during the fourth quarter, primarily related to the conversion of certain of Atalanta Sosnoff's profits interests held by management to equity interests. Special Charges for 2015 also include separation benefits and costs associated with the termination of certain contracts within the Company's Evercore ISI business, as well as the finalization of a matter associated with the wind-down of the Company's U.S. Private Equity business. Expenses during 2014 primarily related to separation benefits and certain exit costs related to combining the equities business upon the ISI acquisition during 2014 and a provision recorded in 2014 against contingent consideration due on the 2013 disposition of Pan. |
6. |
Income Taxes. Evercore is organized as a series of Limited Liability Companies, Partnerships, a C-Corporation and a Public Corporation and therefore, not all of the Company's income is subject to corporate-level taxes. As a result, adjustments have been made to the Adjusted Pro Forma earnings to assume that the Company has adopted a conventional corporate tax structure and is taxed as a C-Corporation in the U.S. at the prevailing corporate rates, that all deferred tax assets relating to foreign operations are fully realizable within the structure on a consolidated basis and that adjustments for deferred tax assets related to the ultimate tax deductions for equity-based compensation awards are made directly to stockholders' equity. This assumption is consistent with the assumption that certain Evercore LP Units and interests are vested and exchanged into Class A shares, as discussed in Item 1 above, as the assumed exchange would change the tax structure of the Company. In addition, the Adjusted Pro Forma presentation reflects the netting of changes in the Company's Tax Receivable Agreement against Income Tax Expense. |
7. |
Presentation of Interest Expense. The Adjusted Pro Forma results present interest expense on short-term repurchase agreements, within the Investment Management segment, in Other Revenues, net, as the Company's Management believes it is more meaningful to present the spread on net interest resulting from the matched financial assets and liabilities. In addition, Adjusted Pro Forma Investment Banking and Investment Management Operating Income is presented before interest expense on debt, which is included in interest expense on a U.S. GAAP basis. |
8. |
Presentation of Income from Equity Method Investments. The Adjusted Pro Forma results present Income from Equity Method Investments within Revenue as the Company's Management believes it is a more meaningful presentation. |
A-3 |
EVERCORE PARTNERS INC. |
|||||||||
U.S. GAAP RECONCILIATION TO ADJUSTED PRO FORMA |
|||||||||
(dollars in thousands) |
|||||||||
(UNAUDITED) |
|||||||||
Three Months Ended |
Twelve Months Ended |
||||||||
December 31, |
September 30, |
December 31, |
December 31, |
December 31, |
|||||
Net Revenues - U.S. GAAP |
$ 408,243 |
$ 308,951 |
$ 321,888 |
$ 1,223,273 |
$ 915,858 |
||||
Client Related Expenses (1) |
(7,984) |
(6,661) |
(5,135) |
(22,625) |
(17,753) |
||||
Income from Equity Method Investments (2) |
2,016 |
929 |
1,799 |
6,050 |
5,180 |
||||
Interest Expense on Debt (3) |
1,854 |
2,414 |
2,166 |
9,617 |
8,430 |
||||
Other Purchase Accounting-related Amortization (7a) |
- |
- |
211 |
106 |
211 |
||||
Net Revenues - Adjusted Pro Forma |
$ 404,129 |
$ 305,633 |
$ 320,929 |
$ 1,216,421 |
$ 911,926 |
||||
Compensation Expense - U.S. GAAP |
$ 254,530 |
$ 197,375 |
$ 192,217 |
$ 788,175 |
$ 549,516 |
||||
Amortization of LP Units / Interests and Certain Other Awards (4) |
(17,550) |
(21,980) |
(3,399) |
(83,673) |
(3,399) |
||||
Other Acquisition Related Compensation Charges (5) |
- |
- |
(1,568) |
(1,537) |
(7,939) |
||||
Compensation Expense - Adjusted Pro Forma |
$ 236,980 |
$ 175,395 |
$ 187,250 |
$ 702,965 |
$ 538,178 |
||||
Operating Income - U.S. GAAP |
$ 74,663 |
$ 11,898 |
$ 67,852 |
$ 128,670 |
$ 170,947 |
||||
Income from Equity Method Investments (2) |
2,016 |
929 |
1,799 |
6,050 |
5,180 |
||||
Pre-Tax Income - U.S. GAAP |
76,679 |
12,827 |
69,651 |
134,720 |
176,127 |
||||
Amortization of LP Units / Interests and Certain Other Awards (4) |
17,550 |
21,980 |
3,399 |
83,673 |
3,399 |
||||
Other Acquisition Related Compensation Charges (5) |
- |
- |
1,568 |
1,537 |
7,939 |
||||
Special Charges (6) |
7,645 |
28,000 |
1,161 |
41,144 |
4,893 |
||||
Intangible Asset Amortization / Other Purchase Accounting-related Amortization (7a) |
3,245 |
4,898 |
2,405 |
14,229 |
3,033 |
||||
Acquisition and Transition Costs (7b) |
2,951 |
538 |
590 |
4,890 |
4,712 |
||||
Professional Fees (7c) |
- |
- |
- |
- |
1,672 |
||||
Fair Value of Contingent Consideration (7d) |
(93) |
2,797 |
- |
2,704 |
- |
||||
Pre-Tax Income - Adjusted Pro Forma |
107,977 |
71,040 |
78,774 |
282,897 |
201,775 |
||||
Interest Expense on Debt (3) |
1,854 |
2,414 |
2,166 |
9,617 |
8,430 |
||||
Operating Income - Adjusted Pro Forma |
$ 109,831 |
$ 73,454 |
$ 80,940 |
$ 292,514 |
$ 210,205 |
||||
Provision for Income Taxes - U.S. GAAP |
$ 46,703 |
$ 7,392 |
$ 30,542 |
$ 77,030 |
$ 68,756 |
||||
Income Taxes (8) |
(6,265) |
19,106 |
52 |
28,604 |
7,593 |
||||
Provision for Income Taxes - Adjusted Pro Forma |
$ 40,438 |
$ 26,498 |
$ 30,594 |
$ 105,634 |
$ 76,349 |
||||
Net Income Attributable to Evercore Partners Inc. - U.S. GAAP |
$ 20,602 |
$ 7,197 |
$ 27,732 |
$ 42,863 |
$ 86,874 |
||||
Amortization of LP Units / Interests and Certain Other Awards (4) |
17,550 |
21,980 |
3,399 |
83,673 |
3,399 |
||||
Other Acquisition Related Compensation Charges (5) |
- |
- |
1,568 |
1,537 |
7,939 |
||||
Special Charges (6) |
7,645 |
28,000 |
1,161 |
41,144 |
4,893 |
||||
Intangible Asset Amortization / Other Purchase Accounting-related Amortization (7a) |
3,245 |
4,898 |
2,405 |
14,229 |
3,033 |
||||
Acquisition and Transition Costs (7b) |
2,951 |
538 |
590 |
4,890 |
4,712 |
||||
Professional Fees (7c) |
- |
- |
- |
- |
1,672 |
||||
Fair Value of Contingent Consideration (7d) |
(93) |
2,797 |
- |
2,704 |
- |
||||
Income Taxes (8) |
6,265 |
(19,106) |
(52) |
(28,604) |
(7,593) |
||||
Noncontrolling Interest (9) |
6,552 |
(3,370) |
9,097 |
8,871 |
19,350 |
||||
Net Income Attributable to Evercore Partners Inc. - Adjusted Pro Forma |
$ 64,717 |
$ 42,934 |
$ 45,900 |
$ 171,307 |
$ 124,279 |
||||
Diluted Shares Outstanding - U.S. GAAP |
45,480 |
44,334 |
41,912 |
43,699 |
41,843 |
||||
LP Units (10a) |
7,501 |
8,749 |
9,211 |
9,261 |
5,929 |
||||
Unvested Restricted Stock Units - Event Based (10a) |
12 |
12 |
12 |
12 |
12 |
||||
Acquisition Related Share Issuance (10b) |
- |
- |
136 |
51 |
233 |
||||
Diluted Shares Outstanding - Adjusted Pro Forma |
52,993 |
53,095 |
51,271 |
53,023 |
48,017 |
||||
Key Metrics: (a) |
|||||||||
Diluted Earnings Per Share - U.S. GAAP |
$ 0.45 |
$ 0.16 |
$ 0.66 |
$ 0.98 |
$ 2.08 |
||||
Diluted Earnings Per Share - Adjusted Pro Forma |
$ 1.22 |
$ 0.81 |
$ 0.90 |
$ 3.23 |
$ 2.59 |
||||
Compensation Ratio - U.S. GAAP |
62.3% |
63.9% |
59.7% |
64.4% |
60.0% |
||||
Compensation Ratio - Adjusted Pro Forma |
58.6% |
57.4% |
58.3% |
57.8% |
59.0% |
||||
Operating Margin - U.S. GAAP |
18.3% |
3.9% |
21.1% |
10.5% |
18.7% |
||||
Operating Margin - Adjusted Pro Forma |
27.2% |
24.0% |
25.2% |
24.0% |
23.1% |
||||
Effective Tax Rate - U.S. GAAP |
60.9% |
57.6% |
43.9% |
57.2% |
39.0% |
||||
Effective Tax Rate - Adjusted Pro Forma |
37.5% |
37.3% |
38.8% |
37.3% |
37.8% |
||||
(a) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above. |
|||||||||
A-4 |
EVERCORE PARTNERS INC. |
|||||
U.S. GAAP RECONCILIATION TO ADJUSTED PRO FORMA |
|||||
TRAILING TWELVE MONTHS |
|||||
(dollars in thousands) |
|||||
(UNAUDITED) |
|||||
Consolidated |
|||||
Twelve Months Ended |
|||||
December 31, |
September 30, |
December 31, |
|||
Net Revenues - U.S. GAAP |
$ 1,223,273 |
$ 1,136,918 |
$ 915,858 |
||
Client Related Expenses (1) |
(22,625) |
(19,776) |
(17,753) |
||
Income from Equity Method Investments (2) |
6,050 |
5,833 |
5,180 |
||
Interest Expense on Debt (3) |
9,617 |
9,929 |
8,430 |
||
Other Purchase Accounting-related Amortization (7a) |
106 |
317 |
211 |
||
Net Revenues - Adjusted Pro Forma |
$ 1,216,421 |
$ 1,133,221 |
$ 911,926 |
||
Compensation Expense - U.S. GAAP |
$ 788,175 |
$ 725,862 |
$ 549,516 |
||
Amortization of LP Units / Interests and Certain Other Awards (4) |
(83,673) |
(69,522) |
(3,399) |
||
Other Acquisition Related Compensation Charges (5) |
(1,537) |
(3,105) |
(7,939) |
||
Compensation Expense - Adjusted Pro Forma |
$ 702,965 |
$ 653,235 |
$ 538,178 |
||
Compensation Ratio - U.S. GAAP (a) |
64.4% |
63.8% |
60.0% |
||
Compensation Ratio - Adjusted Pro Forma (a) |
57.8% |
57.6% |
59.0% |
||
Investment Banking |
|||||
Twelve Months Ended |
|||||
December 31, |
September 30, |
December 31, |
|||
Net Revenues - U.S. GAAP |
$ 1,130,915 |
$ 1,044,310 |
$ 819,637 |
||
Client Related Expenses (1) |
(22,551) |
(19,675) |
(17,702) |
||
Income from Equity Method Investments (2) |
978 |
278 |
495 |
||
Interest Expense on Debt (3) |
6,041 |
6,105 |
4,640 |
||
Other Purchase Accounting-related Amortization (7a) |
106 |
317 |
211 |
||
Net Revenues - Adjusted Pro Forma |
$ 1,115,489 |
$ 1,031,335 |
$ 807,281 |
||
Compensation Expense - U.S. GAAP |
$ 734,078 |
$ 669,895 |
$ 492,649 |
||
Amortization of LP Units / Interests and Certain Other Awards (4) |
(83,673) |
(69,522) |
(3,399) |
||
Other Acquisition Related Compensation Charges (5) |
(1,537) |
(3,105) |
(7,939) |
||
Compensation Expense - Adjusted Pro Forma |
$ 648,868 |
$ 597,268 |
$ 481,311 |
||
Compensation Ratio - U.S. GAAP (a) |
64.9% |
64.1% |
60.1% |
||
Compensation Ratio - Adjusted Pro Forma (a) |
58.2% |
57.9% |
59.6% |
||
(a) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above. |
|||||
A-5 |
EVERCORE PARTNERS INC. |
||||||||||||
U.S. GAAP SEGMENT RECONCILIATION TO ADJUSTED PRO FORMA |
||||||||||||
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2015 |
||||||||||||
(dollars in thousands) |
||||||||||||
(UNAUDITED) |
||||||||||||
Investment Banking Segment |
||||||||||||
Three Months Ended December 31, 2015 |
Twelve Months Ended December 31, 2015 |
|||||||||||
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
|||||||
Net Revenues: |
||||||||||||
Investment Banking Revenue |
$ 384,111 |
$ (7,239) |
(1)(2) |
$ 376,872 |
$ 1,133,860 |
$ (21,573) |
(1)(2) |
$ 1,112,287 |
||||
Other Revenue, net |
(71) |
1,152 |
(3) |
1,081 |
(2,945) |
6,147 |
(3)(7a) |
3,202 |
||||
Net Revenues |
384,040 |
(6,087) |
377,953 |
1,130,915 |
(15,426) |
1,115,489 |
||||||
Expenses: |
||||||||||||
Employee Compensation and Benefits |
241,389 |
(17,550) |
(4) |
223,839 |
734,078 |
(85,210) |
(4)(5) |
648,868 |
||||
Non-compensation Costs |
65,283 |
(14,000) |
(7) |
51,283 |
241,811 |
(43,929) |
(7) |
197,882 |
||||
Special Charges |
- |
- |
- |
2,151 |
(2,151) |
(6) |
- |
|||||
Total Expenses |
306,672 |
(31,550) |
275,122 |
978,040 |
(131,290) |
846,750 |
||||||
Operating Income (a) |
$ 77,368 |
$ 25,463 |
$ 102,831 |
$ 152,875 |
$ 115,864 |
$ 268,739 |
||||||
Compensation Ratio (b) |
62.9% |
59.2% |
64.9% |
58.2% |
||||||||
Operating Margin (b) |
20.1% |
27.2% |
13.5% |
24.1% |
||||||||
Investment Management Segment |
||||||||||||
Three Months Ended December 31, 2015 |
Twelve Months Ended December 31, 2015 |
|||||||||||
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
|||||||
Net Revenues: |
||||||||||||
Investment Management Revenue |
$ 24,731 |
$ 1,271 |
(1)(2) |
$ 26,002 |
$ 95,129 |
$ 4,998 |
(1)(2) |
$ 100,127 |
||||
Other Revenue, net |
(528) |
702 |
(3) |
174 |
(2,771) |
3,576 |
(3) |
805 |
||||
Net Revenues |
24,203 |
1,973 |
26,176 |
92,358 |
8,574 |
100,932 |
||||||
Expenses: |
||||||||||||
Employee Compensation and Benefits |
13,141 |
- |
13,141 |
54,097 |
- |
54,097 |
||||||
Non-compensation Costs |
6,122 |
(87) |
(7) |
6,035 |
23,473 |
(413) |
(7) |
23,060 |
||||
Special Charges |
7,645 |
(7,645) |
(6) |
- |
38,993 |
(38,993) |
(6) |
- |
||||
Total Expenses |
26,908 |
(7,732) |
19,176 |
116,563 |
(39,406) |
77,157 |
||||||
Operating Income (Loss) (a) |
$ (2,705) |
$ 9,705 |
$ 7,000 |
$ (24,205) |
$ 47,980 |
$ 23,775 |
||||||
Compensation Ratio (b) |
54.3% |
50.2% |
58.6% |
53.6% |
||||||||
Operating Margin (b) |
(11.2%) |
26.7% |
(26.2%) |
23.6% |
||||||||
(a) Operating Income (Loss) for U.S. GAAP excludes Income (Loss) from Equity Method Investments. |
||||||||||||
(b) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above. |
||||||||||||
A-6 |
EVERCORE PARTNERS INC. |
|||||
U.S. GAAP SEGMENT RECONCILIATION TO ADJUSTED PRO FORMA |
|||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 |
|||||
(dollars in thousands) |
|||||
(UNAUDITED) |
|||||
Investment Banking Segment |
|||||
Three Months Ended September 30, 2015 |
|||||
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
|||
Net Revenues: |
|||||
Investment Banking Revenue |
$ 285,561 |
$ (7,125) |
(1)(2) |
$ 278,436 |
|
Other Revenue, net |
357 |
1,452 |
(3) |
1,809 |
|
Net Revenues |
285,918 |
(5,673) |
280,245 |
||
Expenses: |
|||||
Employee Compensation and Benefits |
184,372 |
(21,980) |
(4) |
162,392 |
|
Non-compensation Costs |
66,324 |
(14,748) |
(7) |
51,576 |
|
Total Expenses |
250,696 |
(36,728) |
213,968 |
||
Operating Income (a) |
$ 35,222 |
$ 31,055 |
$ 66,277 |
||
Compensation Ratio (b) |
64.5% |
57.9% |
|||
Operating Margin (b) |
12.3% |
23.6% |
|||
Investment Management Segment |
|||||
Three Months Ended September 30, 2015 |
|||||
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
|||
Net Revenues: |
|||||
Investment Management Revenue |
$ 23,812 |
$ 1,393 |
(1)(2) |
$ 25,205 |
|
Other Revenue, net |
(779) |
962 |
(3) |
183 |
|
Net Revenues |
23,033 |
2,355 |
25,388 |
||
Expenses: |
|||||
Employee Compensation and Benefits |
13,003 |
- |
13,003 |
||
Non-compensation Costs |
5,354 |
(146) |
(7) |
5,208 |
|
Special Charges |
28,000 |
(28,000) |
(6) |
- |
|
Total Expenses |
46,357 |
(28,146) |
18,211 |
||
Operating Income (Loss) (a) |
$ (23,324) |
$ 30,501 |
$ 7,177 |
||
Compensation Ratio (b) |
56.5% |
51.2% |
|||
Operating Margin (b) |
(101.3%) |
28.3% |
|||
(a) Operating Income (Loss) for U.S. GAAP excludes Income (Loss) from Equity Method Investments. |
|||||
(b) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above. |
|||||
A-7 |
EVERCORE PARTNERS INC. |
|||||||||||
U.S. GAAP SEGMENT RECONCILIATION TO ADJUSTED PRO FORMA |
|||||||||||
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2014 |
|||||||||||
(dollars in thousands) |
|||||||||||
(UNAUDITED) |
|||||||||||
Investment Banking Segment |
|||||||||||
Three Months Ended December 31, 2014 |
Twelve Months Ended December 31, 2014 |
||||||||||
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
||||||
Net Revenues: |
|||||||||||
Investment Banking Revenue |
$ 298,426 |
$ (5,063) |
(1)(2) |
$ 293,363 |
$ 821,359 |
$ (17,207) |
(1)(2) |
$ 804,152 |
|||
Other Revenue, net |
(991) |
1,427 |
(3)(7a) |
436 |
(1,722) |
4,851 |
(3)(7a) |
3,129 |
|||
Net Revenues |
297,435 |
(3,636) |
293,799 |
819,637 |
(12,356) |
807,281 |
|||||
Expenses: |
|||||||||||
Employee Compensation and Benefits |
177,206 |
(4,967) |
(4)(5) |
172,239 |
492,649 |
(11,338) |
(4)(5) |
481,311 |
|||
Non-compensation Costs |
52,558 |
(7,805) |
(7) |
44,753 |
160,494 |
(26,580) |
(7) |
133,914 |
|||
Special Charges |
1,161 |
(1,161) |
(6) |
- |
4,893 |
(4,893) |
(6) |
- |
|||
Total Expenses |
230,925 |
(13,933) |
216,992 |
658,036 |
(42,811) |
615,225 |
|||||
Operating Income (a) |
$ 66,510 |
$ 10,297 |
$ 76,807 |
$ 161,601 |
$ 30,455 |
$ 192,056 |
|||||
Compensation Ratio (b) |
59.6% |
58.6% |
60.1% |
59.6% |
|||||||
Operating Margin (b) |
22.4% |
26.1% |
19.7% |
23.8% |
|||||||
Investment Management Segment |
|||||||||||
Three Months Ended December 31, 2014 |
Twelve Months Ended December 31, 2014 |
||||||||||
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
U.S. GAAP Basis |
Adjustments |
Non-GAAP |
||||||
Net Revenues: |
|||||||||||
Investment Management Revenue |
$ 25,258 |
$ 1,727 |
(1)(2) |
$ 26,985 |
$ 98,751 |
$ 4,634 |
(1)(2) |
$ 103,385 |
|||
Other Revenue, net |
(805) |
950 |
(3) |
145 |
(2,530) |
3,790 |
(3) |
1,260 |
|||
Net Revenues |
24,453 |
2,677 |
27,130 |
96,221 |
8,424 |
104,645 |
|||||
Expenses: |
|||||||||||
Employee Compensation and Benefits |
15,011 |
- |
15,011 |
56,867 |
- |
56,867 |
|||||
Non-compensation Costs |
8,100 |
(114) |
(7) |
7,986 |
30,008 |
(379) |
(7) |
29,629 |
|||
Total Expenses |
23,111 |
(114) |
22,997 |
86,875 |
(379) |
86,496 |
|||||
Operating Income (a) |
$ 1,342 |
$ 2,791 |
$ 4,133 |
$ 9,346 |
$ 8,803 |
$ 18,149 |
|||||
Compensation Ratio (b) |
61.4% |
55.3% |
59.1% |
54.3% |
|||||||
Operating Margin (b) |
5.5% |
15.2% |
9.7% |
17.3% |
|||||||
(a) Operating Income for U.S. GAAP excludes Income (Loss) from Equity Method Investments. |
|||||||||||
(b) Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above. |
|||||||||||
A-8 |
Notes to Unaudited Condensed Consolidated Adjusted Pro Forma Financial Data
For further information on these Adjusted Pro Forma adjustments, see page A-2.
(1) |
Client related expenses and provisions for uncollected receivables have been reclassified as a reduction of revenue in the Adjusted Pro Forma presentation. |
(2) |
Income (Loss) from Equity Method Investments has been reclassified to Revenue in the Adjusted Pro Forma presentation. |
(3) |
Interest Expense on Debt is excluded from the Adjusted Pro Forma Investment Banking and Investment Management segment results and is included in Interest Expense in the segment results on a U.S. GAAP Basis. |
(4) |
Expenses incurred from the assumed vesting of Class E LP Units and Class G and H LP Interests issued in conjunction with the acquisition of ISI are excluded from the Adjusted Pro Forma presentation. |
(5) |
Expenses for deferred consideration issued to the sellers of certain of the Company's acquisitions are excluded from the Adjusted Pro Forma presentation. |
(6) |
Expenses during 2015 primarily related to a $28.5 million charge for the impairment of goodwill in the Institutional Asset Management reporting unit and charges of $7.1 million related to the restructuring of our investment in Atalanta Sosnoff during the fourth quarter, primarily related to the conversion of certain of Atalanta Sosnoff's profits interests held by management to equity interests. Expenses during 2015 also include charges of $2.2 million related to separation benefits and costs associated with the termination of certain contracts within the Company's Evercore ISI business, as well as $3.3 million related to the finalization of a matter associated with the wind-down of the Company's U.S. Private Equity business. Expenses during 2014 primarily related to separation benefits and certain exit costs related to combining the equities business upon the ISI acquisition during 2014 and a provision recorded in 2014 against contingent consideration due on the 2013 disposition of Pan. |
(7) |
Non-compensation Costs on an Adjusted Pro Forma basis reflect the following adjustments: |
A-9 |
Three Months Ended December 31, 2015 |
|||||||||
U.S. GAAP |
Adjustments |
Total Segments |
Investment |
Investment |
|||||
Occupancy and Equipment Rental |
$ 12,072 |
$ - |
$ 12,072 |
$ 10,427 |
$ 1,645 |
||||
Professional Fees |
14,810 |
(3,523) |
(1) |
11,287 |
9,576 |
1,711 |
|||
Travel and Related Expenses |
16,251 |
(4,211) |
(1) |
12,040 |
11,459 |
581 |
|||
Communications and Information Services |
8,777 |
(25) |
(1) |
8,752 |
8,171 |
581 |
|||
Depreciation and Amortization |
6,815 |
(3,245) |
(7a) |
3,570 |
2,786 |
784 |
|||
Acquisition and Transition Costs |
2,951 |
(2,951) |
(7b) |
- |
- |
- |
|||
Other Operating Expenses |
9,729 |
(132) |
(1)(7d) |
9,597 |
8,864 |
733 |
|||
Total Non-compensation Costs |
$ 71,405 |
$ (14,087) |
$ 57,318 |
$ 51,283 |
$ 6,035 |
||||
Three Months Ended September 30, 2015 |
|||||||||
U.S. GAAP |
Adjustments |
Total Segments |
Investment |
Investment |
|||||
Occupancy and Equipment Rental |
$ 11,717 |
$ - |
$ 11,717 |
$ 10,675 |
$ 1,042 |
||||
Professional Fees |
13,410 |
(1,823) |
(1) |
11,587 |
9,939 |
1,648 |
|||
Travel and Related Expenses |
12,567 |
(3,631) |
(1) |
8,936 |
8,454 |
482 |
|||
Communications and Information Services |
9,295 |
(11) |
(1) |
9,284 |
8,825 |
459 |
|||
Depreciation and Amortization |
8,398 |
(4,898) |
(7a) |
3,500 |
2,463 |
1,037 |
|||
Acquisition and Transition Costs |
538 |
(538) |
(7b) |
- |
- |
- |
|||
Other Operating Expenses |
15,753 |
(3,993) |
(1)(7d) |
11,760 |
11,220 |
540 |
|||
Total Non-compensation Costs |
$ 71,678 |
$ (14,894) |
$ 56,784 |
$ 51,576 |
$ 5,208 |
||||
Three Months Ended December 31, 2014 |
|||||||||
U.S. GAAP |
Adjustments |
Total Segments |
Investment |
Investment |
|||||
Occupancy and Equipment Rental |
$ 11,581 |
$ - |
$ 11,581 |
$ 9,845 |
$ 1,736 |
||||
Professional Fees |
14,068 |
(2,324) |
(1) |
11,744 |
8,773 |
2,971 |
|||
Travel and Related Expenses |
12,957 |
(2,744) |
(1) |
10,213 |
9,618 |
595 |
|||
Communications and Information Services |
7,549 |
- |
(1) |
7,549 |
6,902 |
647 |
|||
Depreciation and Amortization |
5,397 |
(2,194) |
(7a) |
3,203 |
2,230 |
973 |
|||
Acquisition and Transition Costs |
590 |
(590) |
(7b) |
- |
- |
- |
|||
Other Operating Expenses |
8,516 |
(67) |
(1) |
8,449 |
7,385 |
1,064 |
|||
Total Non-compensation Costs |
$ 60,658 |
$ (7,919) |
$ 52,739 |
$ 44,753 |
$ 7,986 |
||||
Twelve Months Ended December 31, 2015 |
|||||||||
U.S. GAAP |
Adjustments |
Total Segments |
Investment |
Investment |
|||||
Occupancy and Equipment Rental |
$ 47,703 |
$ - |
$ 47,703 |
$ 42,005 |
$ 5,698 |
||||
Professional Fees |
50,817 |
(7,929) |
(1) |
42,888 |
36,343 |
6,545 |
|||
Travel and Related Expenses |
55,388 |
(13,030) |
(1) |
42,358 |
40,163 |
2,195 |
|||
Communications and Information Services |
36,372 |
(60) |
(1) |
36,312 |
34,086 |
2,226 |
|||
Depreciation and Amortization |
27,927 |
(14,123) |
(7a) |
13,804 |
10,081 |
3,723 |
|||
Acquisition and Transition Costs |
4,890 |
(4,890) |
(7b) |
- |
- |
- |
|||
Other Operating Expenses |
42,187 |
(4,310) |
(1)(7d) |
37,877 |
35,204 |
2,673 |
|||
Total Non-compensation Costs |
$ 265,284 |
$ (44,342) |
$ 220,942 |
$ 197,882 |
$ 23,060 |
||||
Twelve Months Ended December 31, 2014 |
|||||||||
U.S. GAAP |
Adjustments |
Total Segments |
Investment |
Investment |
|||||
Occupancy and Equipment Rental |
$ 41,202 |
$ - |
$ 41,202 |
$ 34,424 |
$ 6,778 |
||||
Professional Fees |
45,429 |
(8,325) |
(1)(7c) |
37,104 |
27,577 |
9,527 |
|||
Travel and Related Expenses |
40,015 |
(9,808) |
(1) |
30,207 |
27,759 |
2,448 |
|||
Communications and Information Services |
18,818 |
(13) |
(1) |
18,805 |
16,700 |
2,105 |
|||
Depreciation and Amortization |
16,263 |
(2,822) |
(7a) |
13,441 |
7,909 |
5,532 |
|||
Acquisition and Transition Costs |
5,828 |
(4,712) |
(7b) |
1,116 |
1,116 |
- |
|||
Other Operating Expenses |
22,947 |
(1,279) |
(1) |
21,668 |
18,429 |
3,239 |
|||
Total Non-compensation Costs |
$ 190,502 |
$ (26,959) |
$ 163,543 |
$ 133,914 |
$ 29,629 |
||||
A-10 |
(7a) |
The exclusion from the Adjusted Pro Forma presentation of expenses associated with amortization of intangible assets and other purchase accounting-related amortization from the acquisitions of ISI, SFS and certain other acquisitions. |
(7b) |
Primarily professional fees incurred and costs related to transitioning ISI's infrastructure, including certain regulatory settlements. |
(7c) |
The expense associated with share-based awards resulting from increases in the share price, which is required upon change in employment status, is excluded from Adjusted Pro Forma results. |
(7d) |
The expense associated with changes in the fair value of contingent consideration issued to the sellers of certain of the Company's acquisitions is excluded from Adjusted Pro Forma results. |
(8) |
Evercore is organized as a series of Limited Liability Companies, Partnerships, a C-Corporation and a Public Corporation and therefore, not all of the Company's income is subject to corporate level taxes. As a result, adjustments have been made to Evercore's effective tax rate assuming that the Company has adopted a conventional corporate tax structure and is taxed as a C-Corporation in the U.S. at the prevailing corporate rates, that all deferred tax assets relating to foreign operations are fully realizable within the structure on a consolidated basis and that, historically, adjustments for deferred tax assets related to the ultimate tax deductions for equity-based compensation awards are made directly to stockholders' equity. In addition, the Adjusted Pro Forma presentation reflects the netting of changes in the Company's Tax Receivable Agreement against Income Tax Expense. |
(9) |
Reflects adjustment to eliminate noncontrolling interest related to all Evercore LP partnership units which are assumed to be converted to Class A common stock in the Adjusted Pro Forma presentation. |
(10a) |
Assumes the vesting, and exchange into Class A shares, of certain Evercore LP partnership units and interests and IPO related restricted stock unit awards in the Adjusted Pro Forma presentation. In the computation of outstanding common stock equivalents for U.S. GAAP net income per share, the Evercore LP partnership units are anti-dilutive. |
(10b) |
Assumes the vesting of all Acquisition Related Share Issuances and Unvested Restricted Stock Units granted to Lexicon employees in the Adjusted Pro Forma presentation. In the computation of outstanding common stock equivalents for U.S. GAAP, these Shares and Restricted Stock Units are reflected using the Treasury Stock Method. |
A-11 |
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