SEC Filing - Evercore Inc.

EVERCORE PARTNERS INC.

Date: July 24, 2013

/s/ Robert B. Walsh

Robert B. Walsh

Chief Financial Officer

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Form 8-K

UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 24, 2013

EVERCORE PARTNERS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-32975

20-4748747

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

55 East 52 ^nd Street

New York, New York

10055

(Address of principal executive offices)

(Zip Code)

(212) 857-3100

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition

On July 24, 2013, Evercore Partners Inc. issued a press release announcing financial results for its second quarter ended June 30, 2013.

A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

99.1

Press release of Evercore Partners Inc. dated July 24, 2013.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

EVERCORE

EVERCORE REPORTS SECOND QUARTER 2013 RESULTS

QUARTERLY DIVIDEND OF $0.22 PER SHARE

Highlights

•

Second Quarter Financial Summary

•

U.S. GAAP Net Revenues of $207.4 million, up 20% and 37% compared to Q2 2012 and Q1 2013, respectively

•

U.S. GAAP Net Income of $16.4 million, or $0.44 per share, up 107% and 175% compared to Q2 2012 and Q1 2013, respectively

•

Adjusted Pro Forma Net Revenues of $206.8 million, up 20% and 35% compared to Q2 2012 and Q1 2013, respectively

•

Adjusted Pro Forma Net Income of $29.5 million, or $0.65 per share, up 39% and 75% compared to Q2 2012 and Q1 2013, respectively

•

Year-to-Date Financial Summary

•

U.S. GAAP Net Revenues of $358.9 million, up 30% compared to the same period in 2012

•

U.S. GAAP Net Income of $22.4 million, or $0.59 per share, up 390% compared to the same period in 2012

•

Adjusted Pro Forma Net Revenues of $360.1 million, up 30% compared to the same period in 2012

•

Adjusted Pro Forma Net Income of $46.4 million, or $1.01 per share, up 82% compared to the same period in 2012

•

Investment Banking

•

Announced the hiring of three new Senior Managing Directors

•

Continue to advise on many of the leading transactions in the marketplace, including:

•

Advised McMoRan Exploration on its merger with Freeport-McMoRan Copper & Gold

•

Advised Clearwire on Sprint’s acquisition of the ~50% of Clearwire that it does not already own

•

Advised R.L. Polk on its sale to IHS

•

Advising EP Energy on its sale of assets to Atlas Energy and Atlas Resource Partners and on its sale of Arklatex properties to WildHorse Resources II

•

Investment Management

•

Raised $201 million Private Equity Fund in Mexico

•

Assets Under Management in consolidated businesses were $13.6 billion

•

Repurchased 1,543,000 shares/units during the quarter at an average price of $37.11

•

Quarterly dividend of $0.22 per share

NEW YORK, July 24, 2013 – Evercore Partners Inc. (NYSE: EVR) today announced that its U.S. GAAP Net Revenues were $207.4 million for the quarter ended June 30, 2013, compared to $172.5 million and $151.4 million for the quarters ended June 30, 2012 and March 31, 2013, respectively. U.S. GAAP Net Revenues were $358.9 million for the six months ended June 30, 2013, compared to $275.3 million for the six months ended June 30, 2012. U.S. GAAP Net Income Attributable to Evercore Partners Inc. was $16.4 million, or $0.44 per share, for the second quarter, compared to $7.9 million, or $0.25 per share, a year ago and $6.0 million, or $0.16 per share, last quarter. U.S. GAAP Net Income Attributable to Evercore Partners Inc. was $22.4 million, or $0.59 per share, for the six months ended June 30, 2013, compared to $4.6 million, or $0.14 per share, for the same period last year.

Adjusted Pro Forma Net Revenues were $206.8 million for the quarter ended June 30, 2013, compared with $172.1 million and $153.4 million for the quarters ended June 30, 2012 and March 31, 2013, respectively. Adjusted Pro Forma Net Revenues were $360.1 million for the six months ended June 30, 2013, compared with $277.6 million for the six months ended June 30, 2012. Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. was $29.5 million, or $ 0.65 per share, for the second quarter, compared to $21.2 million, or $0.49 per share, a year ago and $16.8 million, or $0.37 per share, last quarter. Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. was $46.4 million, or $1.01 per share, for the six months ended June 30, 2013, compared to $25.5 million, or $0.58 per share, for the same period last year.

The U.S. GAAP compensation ratio for the three months ended June 30, 2013, June 30, 2012 and March 31, 2013 was 63.5%, 66.3% and 67.4%, respectively. The U.S. GAAP trailing twelve-month compensation ratio of 64.6% compares to 69.6% for the twelve months ended June 30, 2012 and 65.4% for the twelve months ended March 31, 2013. The Adjusted Pro Forma compensation ratio for the current quarter was 58.9%, compared to 59.7% for the quarters ended June 30, 2012 and March 31, 2013. The Adjusted Pro Forma compensation ratio for the trailing twelve months was 59.0%, compared to 60.1% for the same period in 2012 and 59.2% for the twelve months ended March 31, 2013.

Evercore’s quarterly results may fluctuate significantly due to the timing and amount of transaction fees earned, as well as other factors. Accordingly, financial results in any particular quarter may not be representative of future results over a longer period of time.

“Our quarterly results reflect the continuing market share gains by our firm, as our independent advisory model is increasingly embraced by corporate leaders, private equity firms, Boards of Directors and large institutional investors. Our net revenues exceeded $200 million for the second time in our history, and this was the second strongest quarter in our history by most important measures,” said Ralph Schlosstein, President and Chief Executive Officer. “Each of our businesses performed well in the second quarter. Completed M&A assignments and capital markets advisory assignments contributed to our strong second quarter Investment Banking results, reflecting both the large number of assignments completed and the return of transactions generating larger fees. Investment Management benefited significantly from the closing of a $201 million private equity fund in Mexico and investment performance continued to be solid at each of our key platforms. We delivered strong shareholder performance as operating margins were 24.7%, and we returned more than $65.5 million to shareholders, repurchasing more than 1.5 million shares and units and paying dividends of $8.3 million in the quarter.”

“Evercore delivered strong Investment Banking results in this quarter. Our revenues of $180 million represent the second best quarterly results in our history, earning fees of $1 million or more from 38 clients and completing 18 underwriting transactions. We are consistently adding new talent to the firm, and did so again this quarter. We launched a Private Capital Advisory business, to be led by Nigel Dawn, and announced the addition of Scott Kamran to our Technology team and Keith Magnus, who will join us to open an office in Singapore, serving clients in Singapore and Southern Asia. Finally, overall, we expect Evercore’s investment banking market share to increase again.” said Roger Altman, Executive Chairman.

Consolidated U.S. GAAP and Adjusted Pro Forma Selected Financial Data (Unaudited)


	U.S. GAAP
	Three Months Ended									% Change vs.						Six Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012			% Change
	(dollars in thousands)
Net Revenues	$	207,446		$	151,422		$	172,497			37	%		20	%	$	358,868		$	275,295			30	%
Operating Income	$	38,062		$	14,944		$	21,195			155	%		80	%	$	53,006		$	9,052			486	%
Net Income Attributable to Evercore Partners Inc.	$	16,426		$	5,969		$	7,934			175	%		107	%	$	22,395		$	4,566			390	%
Diluted Earnings Per Share	$	0.44		$	0.16		$	0.25			175	%		76	%	$	0.59		$	0.14			321	%
Compensation Ratio		63.5	%		67.4	%		66.3	%								65.2	%		70.8	%
Operating Margin		18.3	%		9.9	%		12.3	%								14.8	%		3.3	%


	Adjusted Pro Forma
	Three Months Ended									% Change vs.						Six Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012			% Change
	(dollars in thousands)
Net Revenues	$	206,761		$	153,354		$	172,115			35	%		20	%	$	360,115		$	277,636			30	%
Operating Income	$	51,148		$	29,995		$	36,452			71	%		40	%	$	81,143		$	45,383			79	%
Net Income Attributable to Evercore Partners Inc.	$	29,511		$	16,846		$	21,185			75	%		39	%	$	46,357		$	25,502			82	%
Diluted Earnings Per Share	$	0.65		$	0.37		$	0.49			76	%		33	%	$	1.01		$	0.58			74	%
Compensation Ratio		58.9	%		59.7	%		59.7	%								59.3	%		61.0	%
Operating Margin		24.7	%		19.6	%		21.2	%								22.5	%		16.3	%

Throughout the discussion of Evercore’s business segments, information is presented on an Adjusted Pro Forma basis, which is an unaudited non-generally accepted accounting principles (“non-GAAP”) measure. Adjusted Pro Forma results begin with information prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), and then those results are adjusted to exclude certain items and reflect the conversion of vested and unvested Evercore LP Units into Class A shares. Evercore believes that the disclosed Adjusted Pro Forma measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures, are useful to investors to compare Evercore’s results across several periods and facilitate an understanding of Evercore’s operating results. Evercore uses these measures to evaluate its operating performance, as well as the performance of individual employees. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. For more information about the Adjusted Pro Forma basis of reporting used by management to evaluate the performance of Evercore and each line of business, including reconciliations of U.S. GAAP results to an Adjusted Pro Forma basis, see pages A-2 through A-11 included in Annex I. These Adjusted Pro Forma amounts are allocated to the Company’s two business segments: Investment Banking and Investment Management.

Business Line Reporting

A discussion of Adjusted Pro Forma revenues and expenses is presented below for the Investment Banking and Investment Management segments. Unless otherwise stated, all of the financial measures presented in this discussion are Adjusted Pro Forma measures. For a reconciliation of the Adjusted Pro Forma segment data to U.S. GAAP results, see pages A-2 to A-11 in Annex I.

Investment Banking


	U.S. GAAP
	Three Months Ended									Six Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012
	(dollars in thousands)
Net Revenues:
Investment Banking Revenues	$	183,454		$	131,383		$	154,426		$	314,837		$	238,921
Other Revenue, net		(849	)		213			(1,262	)		(636	)		(1,972	)

Net Revenues		182,605			131,596			153,164			314,201			236,949

Expenses:
Employee Compensation and Benefits		117,451			87,869			100,754			205,320			168,983
Non-compensation Costs		30,394			27,052			29,165			57,446			56,019
Special Charges		—			—			662			—			662

Total Expenses		147,845			114,921			130,581			262,766			225,664

Operating Income	$	34,760		$	16,675		$	22,583		$	51,435		$	11,285

Compensation Ratio		64.3	%		66.8	%		65.8	%		65.3	%		71.3	%
Operating Margin		19.0	%		12.7	%		14.7	%		16.4	%		4.8	%


	Adjusted Pro Forma
	Three Months Ended									Six Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012
	(dollars in thousands)
Net Revenues:
Investment Banking Revenues	$	180,033		$	129,081		$	151,397		$	309,114		$	236,017
Other Revenue, net		246			1,301			(187	)		1,547			173

Net Revenues		180,279			130,382			151,210			310,661			236,190

Expenses:
Employee Compensation and Benefits		107,995			78,014			89,829			186,009			144,291
Non-compensation Costs		26,683			24,580			25,858			51,263			48,869

Total Expenses		134,678			102,594			115,687			237,272			193,160

Operating Income	$	45,601		$	27,788		$	35,523		$	73,389		$	43,030

Compensation Ratio		59.9	%		59.8	%		59.4	%		59.9	%		61.1	%
Operating Margin		25.3	%		21.3	%		23.5	%		23.6	%		18.2	%

For the second quarter, Evercore’s Investment Banking segment reported Net Revenues of $180.3 million, which represents an increase of 19% year-over-year and 38% sequentially. Operating Income of $45.6 million increased by 28% from the second quarter of last year and 64% sequentially. Operating Margins were 25.3% in comparison to 23.5% for the second

quarter last year. For the six months ended June 30, 2013, Investment Banking reported Net Revenues of $310.7 million, an increase of 32% from last year. Year-to-date Operating Income was $73.4 million compared to $43.0 million last year. Year-to-date Operating Margins were 23.6%, compared to 18.2% last year. The Company had 62 Investment Banking Senior Managing Directors as of June 30, 2013 as compared to 58 as of June 30, 2012.

Revenues

During the quarter, Investment Banking earned advisory fees from 157 clients (vs. 137 in Q2 2012 and 115 in Q1 2013) and fees in excess of $1 million from 38 transactions (vs. 30 in Q2 2012 and 26 in Q1 2013). For the first six months of the year, Investment Banking earned advisory fees from 214 clients (vs. 165 last year) and fees in excess of $1 million from 64 transactions (vs. 50 last year).

The Institutional Equities business contributed revenues of $9.8 million in the quarter, down 14% in comparison to the first quarter, reflecting lower levels of underwriting revenues earned in the quarter, but up 46% from the second quarter of 2012.

Expenses

Compensation costs were $108.0 million for the second quarter, an increase of 20% year-over-year and 38% sequentially. Evercore’s Investment Banking compensation ratio was 59.9% for the second quarter, versus the compensation ratio reported for the three months ended June 30, 2012 and March 31, 2013 of 59.4% and 59.8%, respectively. The trailing twelve-month compensation ratio was 59.2%, down from 60.1% a year ago and up slightly from 59.1% in the previous quarter. Year to-date compensation costs were $186.0 million, an increase of 29% from the prior year, consistent with the 31% increase in revenues.

Non-compensation costs for the current quarter were $26.7 million, up 3% from the same period last year and 9% sequentially. The increase in costs reflects continued growth of the Investment Banking business and higher levels of revenues earned. The ratio of non-compensation costs to net revenue for the current quarter was 14.8%, compared to 17.1% in the same quarter last year and 18.9% in the previous quarter. Year-to-date non-compensation costs were $51.3 million, up 5% from the prior year. The ratio of non-compensation costs to revenue for the six months ended June 30, 2013 was 16.5%, compared to 20.7% last year.

Expenses in the Institutional Equities business were $9.6 million for the second quarter, a decrease of 12% from the previous quarter, principally reflecting lower compensation consistent with lower levels of revenues earned in the period.

Investment Management


	U.S. GAAP
	Three Months Ended									Six Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012
	(dollars in thousands)
Net Revenues:
Investment Management Revenues	$	25,738		$	21,539		$	20,036		$	47,277		$	39,800
Other Revenue, net		(897	)		(1,713	)		(703	)		(2,610	)		(1,454	)

Net Revenues		24,841			19,826			19,333			44,667			38,346

Expenses:
Employee Compensation and Benefits		14,342			14,203			13,536			28,545			26,034
Non-compensation Costs		7,197			7,354			7,185			14,551			14,545

Total Expenses		21,539			21,557			20,721			43,096			40,579

Operating Income (Loss)	$	3,302		$	(1,731	)	$	(1,388	)	$	1,571		$	(2,233	)

Compensation Ratio		57.7	%		71.6	%		70.0	%		63.9	%		67.9	%
Operating Margin		13.3	%		(8.7	%)		(7.2	%)		3.5	%		(5.8	%)


	Adjusted Pro Forma
	Three Months Ended									Six Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012
	(dollars in thousands)
Net Revenues:
Investment Management Revenues	$	26,455		$	22,083		$	20,699		$	48,538		$	41,087
Other Revenue, net		27			889			206			916			359

Net Revenues		26,482			22,972			20,905			49,454			41,446

Expenses:
Employee Compensation and Benefits		13,828			13,535			12,962			27,363			24,934
Non-compensation Costs		7,107			7,230			7,014			14,337			14,159

Total Expenses		20,935			20,765			19,976			41,700			39,093

Operating Income	$	5,547		$	2,207		$	929		$	7,754		$	2,353

Compensation Ratio		52.2	%		58.9	%		62.0	%		55.3	%		60.2	%
Operating Margin		20.9	%		9.6	%		4.4	%		15.7	%		5.7	%

For the second quarter, Investment Management reported Net Revenues and Operating Income of $26.5 million and $5.5 million, respectively. Investment Management reported a second quarter Operating Margin of 20.9%. For the six months ended June 30, 2013, Investment Management reported Net Revenues and Operating Income of $49.5 million and $7.8 million, respectively. The year-to-date Operating Margin was 15.7%, compared to 5.7% last year. As of June 30, 2013, Investment Management reported $13.6 billion of AUM, flat from the first quarter.

Revenues

Investment Management Revenue Components


	Adjusted Pro Forma
	Three Months Ended							Six Months Ended
	June 30, 2013		March 31, 2013		June 30, 2012			June 30, 2013		June 30, 2012
	(dollars in thousands)
Investment Advisory and Management Fees
Wealth Management	$	7,214	$	6,651	$	4,906		$	13,865	$	9,431
Institutional Asset Management (1)		11,166		10,373		12,415			21,539		24,881
Private Equity		3,733		2,191		1,810			5,924		3,545

Total Investment Advisory and Management Fees		22,113		19,215		19,131			41,328		37,857

Realized and Unrealized Gains (Losses)
Institutional Asset Management		1,544		1,805		1,117			3,349		2,329
Private Equity		2,073		477		(301	)		2,550		(608	)

Total Realized and Unrealized Gains		3,617		2,282		816			5,899		1,721

Equity in Earnings of Affiliates (2)		725		586		752			1,311		1,509

Investment Management Revenues	$	26,455	$	22,083	$	20,699		$	48,538	$	41,087

(1)

Management fees from Institutional Asset Management were $11.2 million, $10.4 million and $12.5 million for the three months ended June 30, 2013, March 31, 2013 and June 30, 2012, respectively, and $21.6 million and $25.1 million for the six months ended June 30, 2013 and 2012, respectively, on a U.S. GAAP basis, excluding the reduction of revenues for client-related expenses.

(2)	Equity in G5, ABS and Pan on a U.S. GAAP basis are reclassified from Investment Management Revenue to Income from Equity Method Investments. The Company’s investment in Pan was consolidated during the first quarter of 2013.

Investment Advisory and Management Fees of $22.1 million for the quarter ended June 30, 2013 increased compared to the same period a year ago, as higher fees in Wealth Management and Private Equity were partially offset by declines in Institutional Asset Management.

Realized and Unrealized Gains of $3.6 million in the quarter increased relative to the prior year and to the previous quarter; the change relative to the prior periods was driven principally by gains in Private Equity.

Equity in Earnings of Affiliates of $0.7 million in the quarter decreased relative to the prior year and increased relative to the prior quarter.

Expenses

Investment Management’s second quarter expenses were $20.9 million, up 5% compared to the second quarter of 2012 and 1% compared to the previous quarter, driven principally by higher levels of compensation, reflecting higher management fees earned. Year-to-date Investment Management expenses were $41.7 million, up 7% from a year ago.

Other U.S. GAAP Expenses

Evercore’s Adjusted Pro Forma Net Income Attributable to Evercore Partners Inc. for the three and six months ended June 30, 2013 was higher than U.S. GAAP as a result of the exclusion of expenses associated with the vesting of IPO equity awards and awards granted in conjunction

with the Lexicon acquisition and certain business acquisition-related costs. In addition, for Adjusted Pro Forma purposes, client related expenses and expenses associated with revenue-sharing engagements with third parties have been presented as a reduction from Revenues and Non-compensation costs. Further details of these expenses, as well as an explanation of similar expenses for the three and six months ended June 30, 2012 and the three months ended March 31, 2013, are included in Annex I, pages A-2 to A-11.

Non-controlling Interests

Non-controlling Interests in certain subsidiaries are owned by the principals and strategic investors in these businesses. Evercore’s equity ownership percentages in these businesses range from 51% to 86%. For the periods ended June 30, 2013, March 31, 2013, and June 30, 2012 the gain (loss) allocated to non-controlling interests was as follows:


	Net Gain (Loss) Allocated to Noncontrolling Interests
	Three Months Ended						Six Months Ended
	June 30, 2013		March 31, 2013		June 30, 2012		June 30, 2013		June 30, 2012
	(dollars in thousands)
Segment
Investment Banking (1)	$	189	$	395	$	15	$	584	$	(263	)
Investment Management (1)		759		112		170		871		444

Total	$	948	$	507	$	185	$	1,455	$	181

(1)	The difference between the above Adjusted Pro Forma and U.S. GAAP Noncontrolling Interests relates primarily to intangible amortization expense for certain acquisitions which we excluded from the Adjusted Pro Forma results.

On July 19, 2013, the Company purchased, at fair value, all of the noncontrolling interest in Evercore Trust Company for $7.9 million.

Income Taxes

For the three and six months ended June 30, 2013 and June 30, 2012, Evercore’s Adjusted Pro Forma effective tax rate was 38%.

For the three and six months ended June 30, 2013, Evercore’s U.S. GAAP effective tax rate was approximately 44% and 45%, respectively, compared to 45% and 42% for the three and six months ended June 30, 2012, respectively. The effective tax rate for U.S. GAAP purposes reflects significant adjustments relating to the tax treatment of certain compensation transactions, non-controlling interest associated with Evercore LP Units, state, local and foreign taxes, and other adjustments.

Balance Sheet

The Company continues to maintain a strong balance sheet, holding cash, cash equivalents and marketable securities of $183.8 million at June 30, 2013. Current assets exceed current liabilities by $194.4 million at June 30, 2013. Amounts due related to the Long-Term Notes Payable were $102.3 million at June 30, 2013.

During the quarter the Company repurchased approximately 1,358,000 shares and 185,000 LP units for an aggregate average cost per share/unit of $37.11.

Dividend

On July 23, 2013, the Board of Directors of Evercore declared a quarterly dividend of $0.22 per share to be paid on September 13, 2013 to common stockholders of record on August 30, 2013.

Conference Call

Evercore will host a conference call to discuss its results for the second quarter on Wednesday, July 24, 2013, at 8:00 a.m. Eastern Time with access available via the internet and telephone. Investors and analysts may participate in the live conference call by dialing (866) 202-3048 (toll-free domestic) or (617) 213-8843 (international); passcode: 14751403. Please register at least 10 minutes before the conference call begins. A replay of the call will be available for one week via telephone starting approximately one hour after the call ends. The replay can be accessed at
(888) 286-8010 (toll-free domestic) or (617) 801-6888 (international); passcode: 86707364. A live webcast of the conference call will be available on the Investor Relations section of Evercore’s website at www.evercore.com. The webcast will be archived on Evercore’s website for 30 days after the call.

About Evercore

Evercore is a leading independent investment banking advisory firm. Evercore’s Investment Banking business advises its clients on mergers, acquisitions, divestitures, restructurings, financings, public offerings, private placements and other strategic transactions and also provides institutional investors with high quality research, sales and trading execution that is free of the conflicts created by proprietary activities. Evercore’s Investment Management business comprises wealth management, institutional asset management and private equity investing. Evercore serves a diverse set of clients around the world from its offices in New York, Boston, Chicago, Minneapolis, Houston, Los Angeles, San Francisco, Washington D.C., Toronto, London, Aberdeen, Scotland, Mexico City and Monterrey, Mexico, Hong Kong and Rio de Janeiro and São Paulo, Brazil. More information about Evercore can be found on the Company’s website at www.evercore.com.


Investor Contact:		Robert B. Walsh
		Chief Financial Officer, Evercore
		212-857-3100

Media Contact:		Dana Gorman
		The Abernathy MacGregor Group, for Evercore
		212-371-5999

Basis of Alternative Financial Statement Presentation

Adjusted Pro Forma results are a non-GAAP measure. Evercore believes that the disclosed Adjusted Pro Forma measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures, are useful to investors to compare Evercore’s results across several periods and better reflect management’s view of operating results. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. A reconciliation of U.S. GAAP results to Adjusted Pro Forma results is presented in the tables included in Annex I.

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, Evercore’s operations and financial performance. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. All statements other than statements of historical fact included in this presentation are forward-looking statements and are based on various underlying assumptions and expectations and are subject to known and unknown risks, uncertainties and assumptions, and may include projections of our future financial performance based on our growth strategies and anticipated trends in Evercore’s business. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Evercore believes these factors include, but are not limited to, those described under “Risk Factors” discussed in Evercore’s Annual Report on Form 10-K for the year ended December 31, 2012, subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and Registration Statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release. In addition, new risks and uncertainties emerge from time to time, and it is not possible for Evercore to predict all risks and uncertainties, nor can Evercore assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Accordingly, you should not rely upon forward-looking statements as a prediction of actual results and Evercore does not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. Evercore undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

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 the United States absent registration or an applicable exemption from registration requirements.

ANNEX I


Schedule	Page Number
Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2013 and 2012		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 Six Months ended June 30, 2013 (Unaudited)		A-6
U.S. GAAP Segment Reconciliation to Adjusted Pro Forma for the Three Months ended March 31, 2013 (Unaudited)		A-7
U.S. GAAP Segment Reconciliation to Adjusted Pro Forma for the Three and Six Months ended June 30, 2012 (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 SIX MONTHS ENDED JUNE 30, 2013 AND 2012

(dollars in thousands, except per share data)

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenues
Investment Banking Revenue	$	183,454	$	154,426	$	314,837	$	238,921
Investment Management Revenue		25,738		20,036		47,277		39,800
Other Revenue		1,428		1,593		3,221		3,889

Total Revenues		210,620		176,055		365,335		282,610
Interest Expense (1)		3,174		3,558		6,467		7,315

Net Revenues		207,446		172,497		358,868		275,295

Expenses
Employee Compensation and Benefits		131,793		114,290		233,865		195,017
Occupancy and Equipment Rental		8,238		9,146		16,997		17,391
Professional Fees		9,418		8,272		17,270		15,328
Travel and Related Expenses		8,284		7,648		15,465		14,381
Communications and Information Services		3,424		3,028		6,844		5,816
Depreciation and Amortization		3,661		3,680		7,219		9,042
Special Charges		—		662		—		662
Acquisition and Transition Costs		—		75		58		148
Other Operating Expenses		4,566		4,501		8,144		8,458

Total Expenses		169,384		151,302		305,862		266,243

Income Before Income from Equity Method Investments and Income Taxes		38,062		21,195		53,006		9,052
Income from Equity Method Investments		1,015		719		1,771		3,104

Income Before Income Taxes		39,077		21,914		54,777		12,156
Provision for Income Taxes		17,066		9,773		24,388		5,135

Net Income		22,011		12,141		30,389		7,021
Net Income Attributable to Noncontrolling Interest		5,585		4,207		7,994		2,455

Net Income Attributable to Evercore Partners Inc.	$	16,426	$	7,934	$	22,395	$	4,566

Net Income Attributable to Evercore Partners Inc. Common Shareholders	$	16,405	$	7,913	$	22,353	$	4,524

Weighted Average Shares of Class A Common Stock Outstanding:
Basic		31,811		29,213		31,836		29,169
Diluted		37,501		31,664		37,738		32,106

Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders:
Basic	$	0.52	$	0.27	$	0.70	$	0.16
Diluted	$	0.44	$	0.25	$	0.59	$	0.14

(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 Evercore’s business segments, information is presented on an Adjusted Pro Forma basis, which is a non-generally accepted accounting principles (“non-GAAP”) measure. Adjusted Pro Forma results begin with information prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), adjusted to exclude certain items and reflect the conversion of vested and unvested Evercore LP Units, other IPO related restricted stock unit awards, as well as Acquisition Related Share Issuances and Unvested Restricted Stock Units granted to Lexicon employees, into Class A shares. Evercore believes that the disclosed Adjusted Pro Forma measures and any adjustments thereto, when presented in conjunction with comparable U.S. GAAP measures, are useful to investors to compare Evercore’s results across several periods and facilitate an understanding of Evercore’s operating results. The Company uses these measures to evaluate its operating performance, as well as the performance of individual employees. These measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. These Adjusted Pro Forma amounts are allocated to the Company’s two business segments: Investment Banking and Investment Management. The differences between Adjusted Pro Forma and U.S. GAAP results are as follows:

Assumed Vesting of Evercore LP Units and Exchange into Class A Shares. The Company incurred expenses, primarily, in Employee Compensation and Benefits, resulting from the modification of Evercore LP Units, which will vest generally over a five-year period. The Adjusted Pro Forma results assume these LP Units 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 this previously granted but unvested equity, and thus the Adjusted Pro Forma results reflect the vesting of all unvested Evercore LP partnership units and IPO related restricted stock unit awards.

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;

Amortization of Intangible Assets. Amortization of intangible assets related to the Protego acquisition, the Braveheart acquisition and the acquisitions of SFS and Lexicon.

Compensation Charges. Expenses for deferred share-based and cash consideration and retention awards associated with the acquisition of Lexicon, as well as base salary adjustments for Lexicon employees for the period preceding the acquisition.

Special Charges. Expenses primarily related to exiting the legacy office space in the UK.

Foreign Exchange Gains / (Losses). Release of foreign exchange losses related to the consolidation of Pan, previously accounted for under the equity method.

Client Related Expenses. Client related expenses, expenses associated with revenue sharing engagements with third parties 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.

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

A-2

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 all Evercore LP Units 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.

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 long-term debt, which is included in interest expense on a U.S. GAAP basis.

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									Six Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Net Revenues - U.S. GAAP	$	207,446		$	151,422		$	172,497		$	358,868		$	275,295
Client Related Expenses (1)		(3,719	)		(2,514	)		(3,085	)		(6,233	)		(4,721	)
Income from Equity Method Investments (2)		1,015			756			719			1,771			3,104
Interest Expense on Long-term Debt (3)		2,019			2,007			1,984			4,026			3,958
Foreign Exchange Losses from Pan Consolidation (4)		—			1,683			—			1,683			—

Net Revenues - Adjusted Pro Forma	$	206,761		$	153,354		$	172,115		$	360,115		$	277,636

Compensation Expense - U.S. GAAP	$	131,793		$	102,072		$	114,290		$	233,865		$	195,017
Amortization of LP Units and Certain Other Awards (5)		(4,814	)		(5,577	)		(5,147	)		(10,391	)		(9,795	)
Acquisition Related Compensation Charges (6)		(5,156	)		(4,946	)		(6,352	)		(10,102	)		(15,997	)

Compensation Expense - Adjusted Pro Forma	$	121,823		$	91,549		$	102,791		$	213,372		$	169,225

Operating Income - U.S. GAAP	$	38,062		$	14,944		$	21,195		$	53,006		$	9,052
Income from Equity Method Investments (2)		1,015			756			719			1,771			3,104

Pre-Tax Income - U.S. GAAP		39,077			15,700			21,914			54,777			12,156
Foreign Exchange Losses from Pan Consolidation (4)		—			1,683			—			1,683			—
Amortization of LP Units and Certain Other Awards (5)		4,814			5,577			5,069			10,391			9,811
Acquisition Related Compensation Charges (6)		5,156			4,946			6,352			10,102			15,997
Special Charges (7)		—			—			662			—			662
Intangible Asset Amortization (8a)		82			82			471			164			2,799

Pre-Tax Income - Adjusted Pro Forma		49,129			27,988			34,468			77,117			41,425
Interest Expense on Long-term Debt (3)		2,019			2,007			1,984			4,026			3,958

Operating Income - Adjusted Pro Forma	$	51,148		$	29,995		$	36,452		$	81,143		$	45,383

Provision for Income Taxes - U.S. GAAP	$	17,066		$	7,322		$	9,773		$	24,388		$	5,135
Income Taxes (9)		1,604			3,313			3,325			4,917			10,607

Provision for Income Taxes - Adjusted Pro Forma	$	18,670		$	10,635		$	13,098		$	29,305		$	15,742

Net Income - U.S. GAAP	$	22,011		$	8,378		$	12,141		$	30,389		$	7,021
Net Income Attributable to Noncontrolling Interest		5,585			2,409			4,207			7,994			2,455

Net Income Attributable to Evercore Partners Inc. - U.S. GAAP		16,426			5,969			7,934			22,395			4,566
Foreign Exchange Losses from Pan Consolidation (4)		—			1,683			—			1,683			—
Amortization of LP Units and Certain Other Awards (5)		4,814			5,577			5,069			10,391			9,811
Acquisition Related Compensation Charges (6)		5,156			4,946			6,352			10,102			15,997
Special Charges (7)		—			—			662			—			662
Intangible Asset Amortization (8a)		82			82			471			164			2,799
Income Taxes (9)		(1,604	)		(3,313	)		(3,325	)		(4,917	)		(10,607	)
Noncontrolling Interest (10)		4,637			1,902			4,022			6,539			2,274

Net Income Attributable to Evercore Partners Inc. - Adjusted Pro Forma	$	29,511		$	16,846		$	21,185		$	46,357		$	25,502

Diluted Shares Outstanding - U.S. GAAP		37,501			37,733			31,664			37,738			32,106
Vested Partnership Units (11a)		5,829			6,021			7,559			5,925			7,611
Unvested Partnership Units (11a)		1,441			1,441			2,926			1,441			2,953
Unvested Restricted Stock Units - Event Based (11a)		12			12			12			12			12
Acquisition Related Share Issuance (11b)		626			708			1,286			669			1,361

Diluted Shares Outstanding - Adjusted Pro Forma		45,409			45,915			43,447			45,785			44,043

Key Metrics: (a)
Diluted Earnings Per Share - U.S. GAAP (b)	$	0.44		$	0.16		$	0.25		$	0.59		$	0.14
Diluted Earnings Per Share - Adjusted Pro Forma (b)	$	0.65		$	0.37		$	0.49		$	1.01		$	0.58

Compensation Ratio - U.S. GAAP		63.5	%		67.4	%		66.3	%		65.2	%		70.8	%
Compensation Ratio - Adjusted Pro Forma		58.9	%		59.7	%		59.7	%		59.3	%		61.0	%

Operating Margin - U.S. GAAP		18.3	%		9.9	%		12.3	%		14.8	%		3.3	%
Operating Margin - Adjusted Pro Forma		24.7	%		19.6	%		21.2	%		22.5	%		16.3	%

Effective Tax Rate - U.S. GAAP		43.7	%		46.6	%		44.6	%		44.5	%		42.2	%
Effective Tax Rate - Adjusted Pro Forma		38.0	%		38.0	%		38.0	%		38.0	%		38.0	%

(a)	Reconciliations of the key metrics from U.S. GAAP to Adjusted Pro Forma are a derivative of the reconciliations of their components above.

(b)

For Earnings Per Share purposes, Net Income Attributable to Evercore Partners Inc. is reduced by $21 of accretion for the three months ended June 30, 2013, March 31, 2013 and June 30, 2012, and $42 of accretion for the six months ended June 30, 2013 and 2012, related to the Company’s noncontrolling interest in Trilantic Capital Partners.

A-4

EVERCORE PARTNERS INC.

U.S. GAAP RECONCILIATION TO ADJUSTED PRO FORMA

TRAILING TWELVE MONTHS

(dollars in thousands)

(UNAUDITED)


	Consolidated
	Twelve Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012
Net Revenues - U.S. GAAP	$	725,946		$	690,997		$	551,257
Client Related Expenses (1)		(17,780	)		(17,146	)		(10,336	)
Income from Equity Method Investments (2)		3,519			3,223			3,554
Interest Expense on Long-term Debt (3)		8,023			7,988			7,879
Foreign Exchange Losses from Pan Consolidation (4)		1,683			1,683			—

Net Revenues - Adjusted Pro Forma	$	721,391		$	686,745		$	552,354

Compensation Expense - U.S. GAAP	$	469,263		$	451,760		$	383,531
Amortization of LP Units and Certain Other Awards (5)		(21,310	)		(21,643	)		(20,882	)
Acquisition Related Compensation Charges (6)		(22,268	)		(23,464	)		(30,615	)

Compensation Expense - Adjusted Pro Forma	$	425,685		$	406,653		$	332,034

Compensation Ratio - U.S. GAAP (a)		64.6	%		65.4	%		69.6	%
Compensation Ratio - Adjusted Pro Forma (a)		59.0	%		59.2	%		60.1	%


	Investment Banking
	Twelve Months Ended
	June 30, 2013			March 31, 2013			June 30, 2012
Net Revenues - U.S. GAAP	$	642,471		$	613,030		$	468,718
Client Related Expenses (1)		(17,435	)		(16,720	)		(9,927	)
Income from Equity Method Investments (2)		1,123			800			1,780
Interest Expense on Long-term Debt (3)		4,350			4,330			4,271

Net Revenues - Adjusted Pro Forma	$	630,509		$	601,440		$	464,842

Compensation Expense - U.S. GAAP	$	414,687		$	397,990		$	328,346
Amortization of LP Units and Certain Other Awards (5)		(18,878	)		(19,151	)		(18,487	)
Acquisition Related Compensation Charges (6)		(22,268	)		(23,464	)		(30,615	)

Compensation Expense - Adjusted Pro Forma	$	373,541		$	355,375		$	279,244

Compensation Ratio - U.S. GAAP (a)		64.5	%		64.9	%		70.1	%
Compensation Ratio - Adjusted Pro Forma (a)		59.2	%		59.1	%		60.1	%

(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 SIX MONTHS ENDED JUNE 30, 2013

(dollars in thousands)

(UNAUDITED)


	Investment Banking Segment
	Three Months Ended June 30, 2013									Six Months Ended June 30, 2013
	U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis			U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis
Net Revenues:
Investment Banking Revenue	$	183,454		$	(3,421	) (1)(2)	$	180,033		$	314,837		$	(5,723	) (1)(2)	$	309,114
Other Revenue, net		(849	)		1,095	(3)		246			(636	)		2,183	(3)		1,547

Net Revenues		182,605			(2,326	)		180,279			314,201			(3,540	)		310,661

Expenses:
Employee Compensation and Benefits		117,451			(9,456	) (5)(6)		107,995			205,320			(19,311	) (5)(6)		186,009
Non-compensation Costs		30,394			(3,711	) (5)(8)		26,683			57,446			(6,183	) (5)(8)		51,263

Total Expenses		147,845			(13,167	)		134,678			262,766			(25,494	)		237,272

Operating Income (a)	$	34,760		$	10,841		$	45,601		$	51,435		$	21,954		$	73,389

Compensation Ratio (b)		64.3	%					59.9	%		65.3	%					59.9	%
Operating Margin (b)		19.0	%					25.3	%		16.4	%					23.6	%


	Investment Management Segment
	Three Months Ended June 30, 2013									Six Months Ended June 30, 2013
	U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis			U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis
Net Revenues:
Investment Management Revenue	$	25,738		$	717	(1)(2)	$	26,455		$	47,277		$	1,261	(1)(2)	$	48,538
Other Revenue, net		(897	)		924	(3)(4)		27			(2,610	)		3,526	(3)		916

Net Revenues		24,841			1,641			26,482			44,667			4,787			49,454

Expenses:
Employee Compensation and Benefits		14,342			(514	) (5)		13,828			28,545			(1,182	) (5)		27,363
Non-compensation Costs		7,197			(90	) (8)		7,107			14,551			(214	) (8)		14,337

Total Expenses		21,539			(604	)		20,935			43,096			(1,396	)		41,700

Operating Income (a)	$	3,302		$	2,245		$	5,547		$	1,571		$	6,183		$	7,754

Compensation Ratio (b)		57.7	%					52.2	%		63.9	%					55.3	%
Operating Margin (b)		13.3	%					20.9	%		3.5	%					15.7	%

(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-6

EVERCORE PARTNERS INC.

U.S. GAAP SEGMENT RECONCILIATION TO ADJUSTED PRO FORMA

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(dollars in thousands)

(UNAUDITED)


	Investment Banking Segment
	Three Months Ended March 31, 2013
	U.S. GAAP Basis		Adjustments			Non-GAAP Adjusted Pro Forma Basis
Net Revenues:
Investment Banking Revenue	$	131,383	$	(2,302	) (1)(2)	$	129,081
Other Revenue, net		213		1,088	(3)		1,301

Net Revenues		131,596		(1,214)			130,382

Expenses:
Employee Compensation and Benefits		87,869		(9,855	) (5)(6)		78,014
Non-compensation Costs		27,052		(2,472	) (5)(8)		24,580

Total Expenses		114,921		(12,327)			102,594

Operating Income (a)	$	16,675	$	11,113		$	27,788

Compensation Ratio (b)		66.8%					59.8%
Operating Margin (b)		12.7%					21.3%

	Investment Management Segment
	Three Months Ended March 31, 2013
	U.S. GAAP Basis		Adjustments			Non-GAAP Adjusted Pro Forma Basis
Net Revenues:
Investment Management Revenue	$	21,539	$	544	(1)(2)	$	22,083
Other Revenue, net		(1,713)		2,602	(3)(4)		889

Net Revenues		19,826		3,146			22,972

Expenses:
Employee Compensation and Benefits		14,203		(668	) (5)		13,535
Non-compensation Costs		7,354		(124	) (8)		7,230

Total Expenses		21,557		(792)			20,765

Operating Income (Loss) (a)	$	(1,731)	$	3,938		$	2,207

Compensation Ratio (b)		71.6%					58.9%
Operating Margin (b)		(8.7%)					9.6%

(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-7

EVERCORE PARTNERS INC.

U.S. GAAP SEGMENT RECONCILIATION TO ADJUSTED PRO FORMA

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012

(dollars in thousands)

(UNAUDITED)


	Investment Banking Segment
	Three Months Ended June 30, 2012									Six Months Ended June 30, 2012
	U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis			U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis
Net Revenues:
Investment Banking Revenue	$	154,426		$	(3,029	) (1)(2)	$	151,397		$	238,921		$	(2,904	) (1)(2)	$	236,017
Other Revenue, net		(1,262	)		1,075	(3)		(187	)		(1,972	)		2,145	(3)		173

Net Revenues		153,164			(1,954	)		151,210			236,949			(759	)		236,190

Expenses:
Employee Compensation and Benefits		100,754			(10,925	) (5)(6)		89,829			168,983			(24,692	) (5)(6)		144,291
Non-compensation Costs		29,165			(3,307	) (5)(8)		25,858			56,019			(7,150	) (5)(8)		48,869
Special Charges		662			(662	) (7)		—			662			(662	) (7)		—

Total Expenses		130,581			(14,894)			115,687			225,664			(32,504	)		193,160

Operating Income (a)	$	22,583		$	12,940		$	35,523		$	11,285		$	31,745		$	43,030

Compensation Ratio (b)		65.8	%					59.4	%		71.3	%					61.1	%
Operating Margin (b)		14.7	%					23.5	%		4.8	%					18.2	%


	Investment Management Segment
	Three Months Ended June 30, 2012									Six Months Ended June 30, 2012
	U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis			U.S. GAAP Basis			Adjustments			Non-GAAP Adjusted Pro Forma Basis
Net Revenues:
Investment Management Revenue	$	20,036		$	663	(1)(2)	$	20,699		$	39,800		$	1,287	(1)(2)	$	41,087
Other Revenue, net		(703	)		909	(3)		206			(1,454	)		1,813	(3)		359

Net Revenues		19,333			1,572			20,905			38,346			3,100			41,446

Expenses:
Employee Compensation and Benefits		13,536			(574	) (5)		12,962			26,034			(1,100	) (5)		24,934
Non-compensation Costs		7,185			(171	) (8)		7,014			14,545			(386	) (8)		14,159

Total Expenses		20,721			(745	)		19,976			40,579			(1,486	)		39,093

Operating Income (Loss) (a)	$	(1,388	)	$	2,317		$	929		$	(2,233	)	$	4,586		$	2,353

Compensation Ratio (b)		70.0	%					62.0	%		67.9	%					60.2	%
Operating Margin (b)		(7.2	%)					4.4	%		(5.8	%)					5.7	%

(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-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, expenses associated with revenue sharing engagements with third parties 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 Long-term 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)	Release of foreign exchange losses related to the consolidation of Pan, previously accounted for under the equity method, are excluded from the Adjusted Pro Forma presentation.

(5)	Expenses incurred from the modification of Evercore LP Units and related awards, which primarily vest over a five-year period, are excluded from the Adjusted Pro Forma presentation.

(6)	Expenses for deferred share-based and cash consideration and retention awards associated with the acquisition of Lexicon, as well as base salary adjustments for Lexicon employees for the period preceding the acquisition, are excluded from the Adjusted Pro Forma presentation.

(7)	Expenses related to exiting the legacy office space in the UK.

(8)	Non-compensation Costs on an Adjusted Pro Forma basis reflect the following adjustments:

A-9


	Three Months Ended June 30, 2013
	U.S. GAAP		Adjustments			Total Segments		Investment Banking		Investment Management
Occupancy and Equipment Rental	$	8,238	$	—		$	8,238	$	6,636	$	1,602
Professional Fees		9,418		(1,948	) (1)		7,470		5,738		1,732
Travel and Related Expenses		8,284		(1,596	) (1)		6,688		6,090		598
Communications and Information Services		3,424		(9	) (1)		3,415		2,930		485
Depreciation and Amortization		3,661		(82	) (8a)		3,579		1,712		1,867
Other Operating Expenses		4,566		(166	) (1)		4,400		3,577		823

Total Non-compensation Costs	$	37,591	$	(3,801	)	$	33,790	$	26,683	$	7,107


	Three Months Ended March 31, 2013
	U.S. GAAP		Adjustments			Total Segments		Investment Banking		Investment Management
Occupancy and Equipment Rental	$	8,759	$	—		$	8,759	$	7,088	$	1,671
Professional Fees		7,852		(569	) (1)		7,283		5,378		1,905
Travel and Related Expenses		7,181		(1,703	) (1)		5,478		4,899		579
Communications and Information Services		3,420		1	(1)		3,421		2,872		549
Depreciation and Amortization		3,558		(82	) (8a)		3,476		1,686		1,790
Acquisition and Transition Costs		58		—			58		—		58
Other Operating Expenses		3,578		(243	) (1)		3,335		2,657		678

Total Non-compensation Costs	$	34,406	$	(2,596	)	$	31,810	$	24,580	$	7,230


	Three Months Ended June 30, 2012
	U.S. GAAP		Adjustments			Total Segments		Investment Banking		Investment Management
Occupancy and Equipment Rental	$	9,146	$	—		$	9,146	$	7,604	$	1,542
Professional Fees		8,272		(1,368	) (1)		6,904		4,943		1,961
Travel and Related Expenses		7,648		(1,214	) (1)		6,434		5,870		564
Communications and Information Services		3,028		(34	) (1)		2,994		2,431		563
Depreciation and Amortization		3,680		(471	) (8a)		3,209		1,559		1,650
Acquisition and Transition Costs		75		—			75		23		52
Other Operating Expenses		4,501		(391	) (1)		4,110		3,428		682

Total Non-compensation Costs	$	36,350	$	(3,478	)	$	32,872	$	25,858	$	7,014


	Six Months Ended June 30, 2013
	U.S. GAAP		Adjustments			Total Segments		Investment Banking		Investment Management
Occupancy and Equipment Rental	$	16,997	$	—		$	16,997	$	13,724	$	3,273
Professional Fees		17,270		(2,517	) (1)		14,753		11,116		3,637
Travel and Related Expenses		15,465		(3,299	) (1)		12,166		10,989		1,177
Communications and Information Services		6,844		(8	) (1)		6,836		5,802		1,034
Depreciation and Amortization		7,219		(164	) (8a)		7,055		3,398		3,657
Acquisition and Transition Costs		58		—			58		—		58
Other Operating Expenses		8,144		(409	) (1)		7,735		6,234		1,501

Total Non-compensation Costs	$	71,997	$	(6,397	)	$	65,600	$	51,263	$	14,337


	Six Months Ended June 30, 2012
	U.S. GAAP		Adjustments			Total Segments		Investment Banking		Investment Management
Occupancy and Equipment Rental	$	17,391	$	—		$	17,391	$	14,198	$	3,193
Professional Fees		15,328		(1,855	) (1)		13,473		9,641		3,832
Travel and Related Expenses		14,381		(2,338	) (1)		12,043		10,906		1,137
Communications and Information Services		5,816		(101	) (1)		5,715		4,651		1,064
Depreciation and Amortization		9,042		(2,799	) (8a)		6,243		2,909		3,334
Acquisition and Transition Costs		148		—			148		42		106
Other Operating Expenses		8,458		(443	) (1)		8,015		6,522		1,493

Total Non-compensation Costs	$	70,564	$	(7,536	)	$	63,028	$	48,869	$	14,159

A-10

(8a)	The exclusion from the Adjusted Pro Forma presentation of expenses associated with amortization of intangible assets acquired in the Protego, Braveheart, SFS and Lexicon acquisitions.

(9)

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 decrease Evercore’s effective tax rate to approximately 38% for the three and six months ended June 30, 2013. These adjustments 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, historically, adjustments for deferred tax assets related to the ultimate tax deductions for equity-based compensation awards are made directly to stockholders’ equity.

(10)	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.

(11a)

Assumes the vesting of all Evercore LP partnership units 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 unvested Evercore LP partnership units are anti-dilutive and the IPO related restricted stock unit awards are excluded from the calculation prior to the June 2011 offering.

(11b)

Assumes the vesting of all Acquisition Related Share Issuance 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