UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 26, 2022
| (Exact name of registrant as specified in its charter) | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
(212 ) 857-3100
(Registrant's telephone number, including area code)
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| (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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition | ||||
On October 26, 2022, Evercore Inc. issued a press release announcing financial results for its third quarter ended September 30, 2022.
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 | ||||||||
| 101 | The cover page information is formatted in Inline XBRL | |||||||
| 104 | Cover Page Interactive Data is formatted in Inline XBRL (and contained in Exhibit 101) | |||||||
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.
| EVERCORE INC. | ||||||||||||||||||||
| Date: October 26, 2022 | /s/ Celeste Mellet | |||||||||||||||||||
| By: | Celeste Mellet | |||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||
Exhibit 99.1
E V E R C O R E
EVERCORE REPORTS THIRD QUARTER 2022 RESULTS;
QUARTERLY DIVIDEND OF $0.72 PER SHARE
| Third Quarter Results | Year to Date Results | ||||||||||||||||||||||||||||||||||
| U.S. GAAP | Adjusted | U.S. GAAP | Adjusted | ||||||||||||||||||||||||||||||||
| Q3 2022 | Q3 2021 | Q3 2022 | Q3 2021 | YTD 2022 | YTD 2021 | YTD 2022 | YTD 2021 | ||||||||||||||||||||||||||||
| Net Revenues ($ mm) | $ | 576.9 | $ | 823.6 | $ | 583.2 | $ | 831.6 | $ | 1,930.7 | $ | 2,173.7 | $ | 1,948.9 | $ | 2,192.7 | |||||||||||||||||||
| Operating Income ($ mm) | $ | 130.4 | $ | 245.2 | $ | 136.6 | $ | 261.8 | $ | 485.9 | $ | 646.4 | $ | 504.7 | $ | 673.9 | |||||||||||||||||||
| Net Income Attributable to Evercore Inc. ($ mm) | $ | 82.4 | $ | 159.5 | $ | 95.2 | $ | 188.3 | $ | 336.1 | $ | 444.3 | $ | 376.3 | $ | 504.9 | |||||||||||||||||||
| Diluted Earnings Per Share | $ | 2.03 | $ | 3.74 | $ | 2.20 | $ | 3.96 | $ | 8.18 | $ | 10.19 | $ | 8.52 | $ | 10.41 | |||||||||||||||||||
| Compensation Ratio | 61.7 | % | 59.1 | % | 61.0 | % | 58.5 | % | 60.8 | % | 59.3 | % | 60.3 | % | 58.8 | % | |||||||||||||||||||
| Operating Margin | 22.6 | % | 29.8 | % | 23.4 | % | 31.5 | % | 25.2 | % | 29.7 | % | 25.9 | % | 30.7 | % | |||||||||||||||||||
| Effective Tax Rate | 30.8 | % | 24.0 | % | 27.4 | % | 25.6 | % | 23.2 | % | 21.0 | % | 22.8 | % | 22.8 | % | |||||||||||||||||||
| Business and Financial Highlights | g | Third Quarter and Year-to-Date Net Revenues were $576.9 million and $1.9 billion, respectively, on a U.S. GAAP basis and $583.2 million and $1.9 billion, respectively, on an Adjusted basis, decreasing on both a U.S. GAAP and an Adjusted basis versus 2021; our results represent the second best Third Quarter and September Year-to-Date Net Revenues on both a U.S. GAAP and an Adjusted basis | |||||||||
| g | Evercore advised STORE Capital on its $14 billion sale to GIC and Oak Street, which was one of the top 10 largest M&A deals in the U.S. and the second largest REIT deal year-to-date | ||||||||||
| g | Evercore was a bookrunner on the largest IPO year-to-date, Corebridge Financial, for $1.7 billion | ||||||||||
| g | Evercore Private Funds Group ranked #1 in multiple categories in Preqin's 2022 Service Providers Report for its fundraising efforts in the private equity, private debt, and infrastructure space | ||||||||||
| g | We added several senior bankers to our U.S. Financial Sponsors Group, which provides resources and capabilities to enhance our sponsor coverage | ||||||||||
| g | Evercore ISI recognized as the top independent research firm in the Institutional Investor All-America Equity Research team rankings for the ninth straight year and ranked #1 among all firms for analysts on a weighted basis | ||||||||||
| Talent | g | We have hired seven Advisory Senior Managing Directors in 2022, most recently announcing Alexander Krolick in the Private Capital Markets Group to lead and expand our Infrastructure and Energy debt advisory activities. Of the seven, one Advisory Senior Managing Director is committed to join later in 2022, contributing to our European business | |||||||||
| g | In addition, a Senior Advisor is committed to join later in 2022, who will bring new expertise and capabilities to the franchise | ||||||||||
| Capital Return | g | Quarterly dividend of $0.72 per share | |||||||||
| g | Returned $565.3 million to shareholders during the first nine months of 2022 through dividends and repurchases of 3.9 million shares at an average price of $118.28 | ||||||||||
NEW YORK, October 26, 2022 – Evercore Inc. (NYSE: EVR) today announced its results for the third quarter ended September 30, 2022.
LEADERSHIP COMMENTARY
John S. Weinberg, Chairman and Chief Executive Officer, "Evercore continues to perform well in the current, challenging environment. Our diverse capabilities allow us to advise and assist our clients throughout the cycle. We remain steadfast in our commitment to providing the highest level of client service."
Roger C. Altman, Founder and Senior Chairman, "Evercore continues to expand, adding talented newcomers and broadening our platform, as we consistently do. Business conditions may be softer than they were last year at this time, but our performance is still solid. And, our medium and long term growth outlook, and our competitive position, remain strong."
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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.
Business Segments:
Evercore's business results are categorized into two segments: Investment Banking and Investment Management. Investment Banking includes providing advice to clients on mergers, acquisitions, divestitures and other strategic corporate transactions, as well as services related to securities underwriting, private placement services and commissions for agency-based equity trading services and equity research. Investment Management includes Wealth Management and interests in private equity funds which are not managed by the Company, as well as advising third-party investors through affiliates. See pages A-2 to A-9 for further information and reconciliations of these segment results to our U.S. GAAP consolidated results.
Non-GAAP Measures:
Throughout this release certain information is presented on an adjusted basis, which is a non-GAAP measure. Adjusted 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 certain Evercore LP Units into Class A shares. Evercore believes that the disclosed adjusted 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.
Special Charges, Including Business Realignment Costs, have been excluded from Adjusted Net Income Attributable to Evercore Inc. These charges in 2022 relate to charges associated with the prepayment of the Company's $67 million aggregate principal amount of its 5.23% Series B senior notes, originally due March 30, 2023 (the "Series B Notes"), during the second quarter, as well as certain professional fees related to the ongoing liquidation of the Company's operations in Mexico.
The gain on the sale of a portion of the Company's interests in ABS in the first quarter of 2022 has been excluded from Adjusted Net Revenues.
Evercore's Adjusted Diluted Shares Outstanding for the three and nine months ended September 30, 2022 were higher than U.S. GAAP, as a result of the inclusion of certain Evercore LP Units and Unvested Restricted Stock Units.
Further details of these adjustments, as well as an explanation of similar amounts for the three and nine months ended September 30, 2021 are included in pages A-2 to A-9.
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Selected Financial Data – U.S. GAAP Results
The following is a discussion of Evercore's consolidated results on a U.S. GAAP basis. See pages A-5 to A-7 for our business segment results.
Net Revenues
| U.S. GAAP | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2022 | September 30, 2021 | % Change | September 30, 2022 | September 30, 2021 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Investment Banking: | |||||||||||||||||||||||||||||||||||
| Advisory Fees | $ | 488,224 | $ | 708,333 | (31 | %) | $ | 1,689,033 | $ | 1,781,065 | (5 | %) | |||||||||||||||||||||||
| Underwriting Fees | 28,697 | 54,381 | (47 | %) | 78,519 | 181,686 | (57 | %) | |||||||||||||||||||||||||||
| Commissions and Related Revenue | 49,200 | 46,763 | 5 | % | 152,583 | 151,014 | 1 | % | |||||||||||||||||||||||||||
| Investment Management: | |||||||||||||||||||||||||||||||||||
| Asset Management and Administration Fees | 15,641 | 16,960 | (8 | %) | 48,724 | 48,092 | 1 | % | |||||||||||||||||||||||||||
| Other Revenue, net | (4,825) | (2,882) | (67 | %) | (38,151) | 11,873 | NM | ||||||||||||||||||||||||||||
| Net Revenues | $ | 576,937 | $ | 823,555 | (30 | %) | $ | 1,930,708 | $ | 2,173,730 | (11 | %) | |||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2022 | September 30, 2021 | % Change | September 30, 2022 | September 30, 2021 | % Change | ||||||||||||||||||||||||||||||
Total Number of Fees from Advisory Client Transactions(1) | 229 | 257 | (11 | %) | 494 | 586 | (16 | %) | |||||||||||||||||||||||||||
Total Number of Fees of at Least $1 million from Advisory Client Transactions(1) | 99 | 130 | (24 | %) | 285 | 349 | (18 | %) | |||||||||||||||||||||||||||
| Total Number of Underwriting Transactions | 11 | 28 | (61 | %) | 34 | 98 | (65 | %) | |||||||||||||||||||||||||||
| Total Number of Underwriting Transactions as a Bookrunner | 11 | 26 | (58 | %) | 29 | 82 | (65 | %) | |||||||||||||||||||||||||||
1.Includes Advisory and Underwriting Transactions. | |||||||||||||||||||||||||||||||||||
| As of September 30, | |||||||||||||||||
| 2022 | 2021 | % Change | |||||||||||||||
Assets Under Management ($ mm)(1) | |||||||||||||||||
Wealth Management(2) | $ | 9,986 | $ | 11,316 | (12 | %) | |||||||||||
| Total Assets Under Management | $ | 9,986 | $ | 11,316 | (12 | %) | |||||||||||
| 1. Assets Under Management reflect end of period amounts from our consolidated Wealth Management business. | |||||||||||||||||
| 2. Assets Under Management includes Evercore assets which are managed by Evercore Wealth Management of $0.3 million and $76.3 million as of September 30, 2022 and 2021, respectively. | |||||||||||||||||
Advisory Fees – Third quarter Advisory Fees decreased $220.1 million, or 31%, year-over-year, reflecting a decrease in the number of Advisory fees earned and a decline in revenue earned from large transactions during the third quarter of 2022. Year-to-date Advisory Fees decreased $92.0 million, or 5%, year-over-year, reflecting a decrease in the number of Advisory fees earned.
Underwriting Fees – Third quarter Underwriting Fees decreased $25.7 million, or 47%, year-over-year, and year-to-date Underwriting Fees decreased $103.2 million, or 57%, year-over-year. The decrease principally reflects a decrease in the number of transactions we participated in due to the decline in overall market issuances.
Commissions and Related Revenue – Third quarter Commissions and Related Revenue increased $2.4 million, or 5%, year-over-year, primarily reflecting higher trading volumes and increased revenues from
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research subscriptions. Year-to-date Commissions and Related Revenue increased $1.6 million, or 1%, year-over-year, primarily reflecting increased revenues from research subscriptions.
Asset Management and Administration Fees – Third quarter Asset Management and Administration Fees decreased $1.3 million, or 8%, year-over-year, driven by a decrease in fees from Wealth Management clients as associated AUM decreased 12%, primarily from market depreciation. Year-to-date Asset Management and Administration Fees increased $0.6 million, or 1%, year-over-year, driven by an increase in fees from Wealth Management clients.
Other Revenue – Third quarter Other Revenue, net, decreased $1.9 million, or 67%, year-over-year, primarily reflecting lower performance of our investment funds portfolio due to the overall market decline. The portfolio is used as an economic hedge against our deferred cash compensation program. Year-to-date Other Revenue, net, decreased $50.0 million, year-over-year, primarily reflecting a shift from gains of $15.8 million to losses of $39.0 million on our investment funds portfolio due to the overall market decline. The decrease was also driven by a $4.4 million gain on the redemption of the G5 debt security in the second quarter of 2021. This was partially offset by a $1.3 million gain on the sale of a portion of our interests in ABS during the first quarter of 2022.
Expenses
| U.S. GAAP | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2022 | September 30, 2021 | % Change | September 30, 2022 | September 30, 2021 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Employee Compensation and Benefits | $ | 355,794 | $ | 486,471 | (27 | %) | $ | 1,174,500 | $ | 1,289,659 | (9 | %) | |||||||||||||||||||||||
| Compensation Ratio | 61.7 | % | 59.1 | % | 60.8 | % | 59.3 | % | |||||||||||||||||||||||||||
| Non-Compensation Costs | $ | 90,744 | $ | 83,377 | 9 | % | $ | 269,731 | $ | 229,143 | 18 | % | |||||||||||||||||||||||
| Non-Compensation Ratio | 15.7 | % | 10.1 | % | 14.0 | % | 10.5 | % | |||||||||||||||||||||||||||
| Special Charges, Including Business Realignment Costs | $ | — | $ | 8,554 | NM | $ | 532 | $ | 8,554 | (94 | %) | ||||||||||||||||||||||||
Employee Compensation and Benefits – Third quarter Employee Compensation and Benefits decreased $130.7 million, or 27%, year-over-year, reflecting a compensation ratio of 61.7% for the quarter versus 59.1% for the prior year period. The decrease in Employee Compensation and Benefits compared to the prior year period principally reflects a lower accrual for incentive compensation tied to lower revenue, partially offset by higher base salaries and higher amortization of prior period deferred compensation awards. Year-to-date Employee Compensation and Benefits decreased $115.2 million, or 9%, year-over-year, reflecting a year-to-date compensation ratio of 60.8% versus 59.3% for the prior year period. The decrease in Employee Compensation and Benefits compared to the prior year period principally reflects a lower accrual for incentive compensation tied to lower revenue, partially offset by higher base salaries and higher amortization of prior period deferred compensation awards. The Compensation Ratio was also impacted by the lower performance of our investment funds portfolio during the current year period. See "Deferred Compensation" for more information.
Non-Compensation Costs – Third quarter Non-Compensation Costs increased $7.4 million, or 9%, year-over-year, primarily driven by an increase in travel and related expenses, as travel began to resume during the fourth quarter of 2021, as well as higher professional fees. The third quarter Non-Compensation ratio of 15.7% increased from 10.1% for the prior year period. Year-to-date Non-Compensation Costs increased $40.6 million, or 18%, year-over-year, primarily driven by an increase in travel and related expenses, as travel began to resume during the fourth quarter of 2021, as well as higher professional fees. The year-to-date Non-Compensation ratio of 14.0% increased from 10.5% for the prior year period.
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Special Charges, Including Business Realignment Costs – Year-to-date 2022 Special Charges, Including Business Realignment Costs, relate to charges associated with the prepayment of the Company's Series B Notes during the second quarter, as well as certain professional fees related to the ongoing liquidation of the Company's operations in Mexico.
Third quarter and year-to-date 2021 Special Charges, Including Business Realignment Costs, relate to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with the Company's investment strategy, the Company decided to wind down during the third quarter of 2021.
Effective Tax Rate
The third quarter effective tax rate was 30.8% versus 24.0% for the prior year period. The year-to-date effective tax rate was 23.2% versus 21.0% for the prior year period. The effective tax rate is principally impacted by the deduction associated with the appreciation in the Firm's share price upon vesting of employee share-based awards above the original grant price. The year-to-date provision for income taxes reflects an additional tax benefit of $19.7 million versus $17.4 million for the prior year period, due to the net impact associated with the appreciation in our share price upon vesting of employee share-based awards above the original grant price.
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Selected Financial Data – Adjusted Results
The following is a discussion of Evercore's consolidated results on an Adjusted basis. See pages 3 and A-2 to A-9 for further information and reconciliations of these metrics to our U.S. GAAP results. See pages A-5 to A-7 for our business segment results.
Adjusted Net Revenues
| Adjusted | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2022 | September 30, 2021 | % Change | September 30, 2022 | September 30, 2021 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Investment Banking: | |||||||||||||||||||||||||||||||||||
Advisory Fees(1) | $ | 488,675 | $ | 708,897 | (31 | %) | $ | 1,690,022 | $ | 1,782,347 | (5 | %) | |||||||||||||||||||||||
| Underwriting Fees | 28,697 | 54,381 | (47 | %) | 78,519 | 181,686 | (57 | %) | |||||||||||||||||||||||||||
| Commissions and Related Revenue | 49,200 | 46,763 | 5 | % | 152,583 | 151,014 | 1 | % | |||||||||||||||||||||||||||
| Investment Management: | |||||||||||||||||||||||||||||||||||
Asset Management and Administration Fees(2) | 17,217 | 20,077 | (14 | %) | 54,548 | 56,909 | (4 | %) | |||||||||||||||||||||||||||
| Other Revenue, net | (637) | 1,511 | NM | (26,749) | 20,768 | NM | |||||||||||||||||||||||||||||
| Net Revenues | $ | 583,152 | $ | 831,629 | (30 | %) | $ | 1,948,923 | $ | 2,192,724 | (11 | %) | |||||||||||||||||||||||
1. Advisory Fees on an Adjusted basis reflect the reclassification of earnings related to our equity method investments in Luminis and Seneca Evercore of $0.5 million and $1.0 million for the three and nine months ended September 30, 2022, respectively, and $0.6 million and $1.3 million for the three and nine months ended September 30, 2021, respectively. | |||||||||||||||||||||||||||||||||||
2. Asset Management and Administration Fees on an Adjusted basis reflect the reclassification of earnings related to our equity method investments in Atalanta Sosnoff and ABS of $1.6 million and $5.8 million for the three and nine months ended September 30, 2022, respectively, and $3.1 million and $8.8 million for the three and nine months ended September 30, 2021, respectively. | |||||||||||||||||||||||||||||||||||
See page 4 for additional business metrics.
Advisory Fees – Third quarter adjusted Advisory Fees decreased $220.2 million, or 31%, year-over-year, reflecting a decrease in the number of Advisory fees earned and a decline in revenue earned from large transactions during the third quarter of 2022. Year-to-date adjusted Advisory Fees decreased $92.3 million, or 5%, year-over-year, reflecting a decrease in the number of Advisory fees earned.
Underwriting Fees – Third quarter Underwriting Fees decreased $25.7 million, or 47%, year-over-year, and year-to-date Underwriting Fees decreased $103.2 million, or 57%, year-over-year. The decrease principally reflects a decrease in the number of transactions we participated in due to the decline in overall market issuances.
Commissions and Related Revenue – Third quarter Commissions and Related Revenue increased $2.4 million, or 5%, year-over-year, primarily reflecting higher trading volumes and increased revenues from research subscriptions. Year-to-date Commissions and Related Revenue increased $1.6 million, or 1%, year-over-year, primarily reflecting increased revenues from research subscriptions.
Asset Management and Administration Fees – Third quarter adjusted Asset Management and Administration Fees decreased $2.9 million, or 14%, year-over-year, primarily attributed to a 49% decrease in equity in earnings of affiliates, driven by lower income earned by ABS, principally reflecting a decrease in our ownership following the sale of a portion of our interests during the first quarter. The decrease was also driven by a decrease in fees from Wealth Management clients, as associated AUM decreased 12%, primarily from market depreciation. Year-to-date adjusted Asset Management and Administration Fees decreased $2.4 million, or 4%, year-over-year, primarily attributed to a 34% decrease in equity in earnings of affiliates, driven by lower income earned by ABS, principally reflecting a decrease in our ownership following the sale of a portion of our interests during the first quarter. This was partially offset by an increase in fees from Wealth Management clients.
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Other Revenue – Third quarter adjusted Other Revenue, net, decreased $2.1 million, year-over-year, primarily reflecting lower performance of our investment funds portfolio due to the overall market decline. The portfolio is used as an economic hedge against our deferred cash compensation program. Year-to-date adjusted Other Revenue, net, decreased $47.5 million, year-over-year, primarily reflecting a shift from gains of $15.8 million to losses of $39.0 million on our investment funds portfolio due to the overall market decline.
Adjusted Expenses
| Adjusted | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 30, 2022 | September 30, 2021 | % Change | September 30, 2022 | September 30, 2021 | % Change | ||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| Employee Compensation and Benefits | $ | 355,794 | $ | 486,471 | (27 | %) | $ | 1,174,500 | $ | 1,289,659 | (9 | %) | |||||||||||||||||||||||
| Compensation Ratio | 61.0 | % | 58.5 | % | 60.3 | % | 58.8 | % | |||||||||||||||||||||||||||
| Non-Compensation Costs | $ | 90,744 | $ | 83,377 | 9 | % | $ | 269,731 | $ | 229,136 | 18 | % | |||||||||||||||||||||||
| Non-Compensation Ratio | 15.6 | % | 10.0 | % | 13.8 | % | 10.4 | % | |||||||||||||||||||||||||||
Employee Compensation and Benefits – Third quarter adjusted Employee Compensation and Benefits decreased $130.7 million, or 27%, year-over-year, reflecting a compensation ratio of 61.0% for the quarter versus 58.5% for the prior year period. The decrease in Employee Compensation and Benefits compared to the prior year period principally reflects a lower accrual for incentive compensation tied to lower revenue, partially offset by higher base salaries and higher amortization of prior period deferred compensation awards. Year-to-date adjusted Employee Compensation and Benefits decreased $115.2 million, or 9%, year-over-year, reflecting a year-to-date adjusted compensation ratio of 60.3% versus 58.8% for the prior year period. The decrease in Employee Compensation and Benefits compared to the prior year period principally reflects a lower accrual for incentive compensation tied to lower revenue, partially offset by higher base salaries and higher amortization of prior period deferred compensation awards. The adjusted Compensation Ratio was also impacted by the lower performance of our investment funds portfolio during the current year period. See "Deferred Compensation" for more information.
Non-Compensation Costs – Third quarter adjusted Non-Compensation Costs increased $7.4 million, or 9%, year-over-year, primarily driven by an increase in travel and related expenses, as travel began to resume during the fourth quarter of 2021, as well as higher professional fees. The third quarter adjusted Non-Compensation ratio of 15.6% increased from 10.0% for the prior year period. Year-to-date adjusted Non-Compensation Costs increased $40.6 million, or 18%, year-over-year, primarily driven by an increase in travel and related expenses, as travel began to resume during the fourth quarter of 2021, as well as higher professional fees. The year-to-date adjusted Non-Compensation ratio of 13.8% increased from 10.4% for the prior year period.
Adjusted Effective Tax Rate
The third quarter adjusted effective tax rate was 27.4% versus 25.6% for the prior year period. The year-to-date adjusted effective tax rate was 22.8%, flat versus the prior year period. The adjusted effective tax rate is principally impacted by the deduction associated with the appreciation in the Firm's share price upon vesting of employee share-based awards above the original grant price. The year-to-date adjusted provision for income taxes for 2022 reflects an additional tax benefit of $20.2 million versus $18.5 million for the prior year period, due to the net impact associated with the appreciation in our share price upon vesting of employee share-based awards above the original grant price.
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Liquidity
The Company continues to maintain a strong balance sheet. As of September 30, 2022, cash and cash equivalents were $473.1 million, investment securities and certificates of deposit were $1.3 billion and current assets exceeded current liabilities by $1.5 billion. Amounts due related to the Notes Payable were $369.3 million at September 30, 2022.
Headcount
As of September 30, 2022 and 2021, the Company employed approximately 2,160 and 1,950 people, respectively, worldwide.
As of September 30, 2022 and 2021, the Company employed 169(1) and 152(2) total Senior Managing Directors, respectively, in its Investment Banking business, of which 130(1) and 112(2), respectively, were Advisory Senior Managing Directors.
(1) Senior Managing Director headcount as of September 30, 2022, adjusted to include one additional Advisory Senior Managing Director committed to join in the fourth quarter of 2022.
(2) Senior Managing Director headcount as of September 30, 2021, adjusted to include one Advisory Senior Managing Director that joined in October 2021 and three additional Advisory Senior Managing Directors that joined in the fourth quarter of 2021.
Deferred Compensation
Year-to-date, the Company granted to certain employees approximately 3.0 million unvested restricted stock units ("RSUs") (including 2.5 million granted in conjunction with the 2021 bonus awards) with a grant date fair value of approximately $365.9 million.
In addition, during the first quarter of 2022, the Company granted approximately $124 million of deferred cash awards to certain employees, related to our deferred cash compensation program, principally pursuant to 2021 bonus awards.
The Company recognized compensation expense related to RSUs and our deferred cash compensation program of $94.1 million and $281.6 million for the three and nine months ended September 30, 2022, respectively, and $84.6 million and $262.1 million for the three and nine months ended September 30, 2021, respectively.
As of September 30, 2022, the Company had approximately 5.8 million unvested RSUs with an aggregate grant date fair value of $652.5 million. RSUs are expensed over the service period of the award, subject to retirement eligibility, and generally vest over four years.
As of September 30, 2022, the Company expects to pay an aggregate of $292.1 million related to our deferred cash compensation program at various dates through 2026, subject to certain vesting events. Amounts due pursuant to this program are expensed over the service period of the award, subject to retirement eligibility, and are reflected in Accrued Compensation and Benefits, a component of current liabilities.
Capital Return Transactions
On October 25, 2022, the Board of Directors of Evercore declared a quarterly dividend of $0.72 per share to be paid on December 9, 2022 to common stockholders of record on November 25, 2022.
9
During the third quarter, the Company repurchased approximately 17 thousand shares from employees for the net settlement of stock-based compensation awards at an average price per share of $93.64, and approximately 0.3 million shares at an average price per share of $98.98 in open market transactions pursuant to the Company's share repurchase program. The aggregate approximately 0.3 million shares were acquired at an average price per share of $98.71. Year-to-date, the Company repurchased approximately 1.0 million shares from employees for the net settlement of stock-based compensation awards at an average price per share of $127.41, and approximately 2.9 million shares at an average price per share of $115.18 in open market transactions pursuant to the Company's share repurchase program. The aggregate approximately 3.9 million shares were acquired at an average price per share of $118.28.
Conference Call
Evercore will host a related conference call beginning at 8:00 a.m. Eastern Time, Wednesday, October 26, 2022, accessible via telephone and the Internet. Investors and analysts may participate in the live conference call by dialing (800) 343-4849 (toll-free domestic) or (203) 518-9856 (international); passcode: EVRQ322. Please register at least 10 minutes before the conference call begins.
A live audio webcast of the conference call will be available on the For Investors 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 (NYSE: EVR) is a premier global independent investment banking advisory firm. We are dedicated to helping our clients achieve superior results through trusted independent and innovative advice on matters of strategic significance to boards of directors, management teams and shareholders, including mergers and acquisitions, strategic shareholder advisory, restructurings, and capital structure. Evercore also assists clients in raising public and private capital and delivers equity research and equity sales and agency trading execution, in addition to providing wealth and investment management services to high net worth and institutional investors. Founded in 1995, the Firm is headquartered in New York and maintains offices and affiliate offices in major financial centers in the Americas, Europe, the Middle East and Asia. For more information, please visit www.evercore.com.
Investor Contact: Katy Haber
Head of Investor Relations & ESG
InvestorRelations@Evercore.com
Media Contact: Jamie Easton
Head of Communications & External Affairs
Communications@Evercore.com
10
Basis of Alternative Financial Statement Presentation
Our Adjusted results are a non-GAAP measure. As discussed further under "Non-GAAP Measures", Evercore believes that the disclosed Adjusted 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 reflects how management views its 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 our U.S. GAAP results to Adjusted results is presented in the tables included in the following pages.
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," "backlog," "believes," "expects," "potential," "probable," "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 release 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, 2021, 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.
11
| EVERCORE INC. | |||||||||||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021 | |||||||||||||||||||||||
| (dollars in thousands, except per share data) | |||||||||||||||||||||||
| (UNAUDITED) | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Investment Banking: | |||||||||||||||||||||||
| Advisory Fees | $ | 488,224 | $ | 708,333 | $ | 1,689,033 | $ | 1,781,065 | |||||||||||||||
| Underwriting Fees | 28,697 | 54,381 | 78,519 | 181,686 | |||||||||||||||||||
| Commissions and Related Revenue | 49,200 | 46,763 | 152,583 | 151,014 | |||||||||||||||||||
| Asset Management and Administration Fees | 15,641 | 16,960 | 48,724 | 48,092 | |||||||||||||||||||
| Other Revenue, Including Interest and Investments | (637) | 1,511 | (25,455) | 25,142 | |||||||||||||||||||
| Total Revenues | 581,125 | 827,948 | 1,943,404 | 2,186,999 | |||||||||||||||||||
Interest Expense(1) | 4,188 | 4,393 | 12,696 | 13,269 | |||||||||||||||||||
| Net Revenues | 576,937 | 823,555 | 1,930,708 | 2,173,730 | |||||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Employee Compensation and Benefits | 355,794 | 486,471 | 1,174,500 | 1,289,659 | |||||||||||||||||||
| Occupancy and Equipment Rental | 19,680 | 19,191 | 58,465 | 55,413 | |||||||||||||||||||
| Professional Fees | 29,294 | 24,851 | 81,207 | 67,859 | |||||||||||||||||||
| Travel and Related Expenses | 12,862 | 5,895 | 35,474 | 11,902 | |||||||||||||||||||
| Communications and Information Services | 15,333 | 14,082 | 45,745 | 42,191 | |||||||||||||||||||
| Depreciation and Amortization | 7,065 | 7,122 | 20,772 | 20,914 | |||||||||||||||||||
| Execution, Clearing and Custody Fees | 2,378 | 2,484 | 7,806 | 8,949 | |||||||||||||||||||
| Special Charges, Including Business Realignment Costs | — | 8,554 | 532 | 8,554 | |||||||||||||||||||
| Acquisition and Transition Costs | — | — | — | 7 | |||||||||||||||||||
| Other Operating Expenses | 4,132 | 9,752 | 20,262 | 21,908 | |||||||||||||||||||
| Total Expenses | 446,538 | 578,402 | 1,444,763 | 1,527,356 | |||||||||||||||||||
| Income Before Income from Equity Method Investments and Income Taxes | 130,399 | 245,153 | 485,945 | 646,374 | |||||||||||||||||||
| Income from Equity Method Investments | 2,027 | 3,681 | 6,813 | 10,099 | |||||||||||||||||||
| Income Before Income Taxes | 132,426 | 248,834 | 492,758 | 656,473 | |||||||||||||||||||
| Provision for Income Taxes | 40,790 | 59,712 | 114,134 | 137,871 | |||||||||||||||||||
| Net Income | 91,636 | 189,122 | 378,624 | 518,602 | |||||||||||||||||||
| Net Income Attributable to Noncontrolling Interest | 9,198 | 29,577 | 42,543 | 74,346 | |||||||||||||||||||
| Net Income Attributable to Evercore Inc. | $ | 82,438 | $ | 159,545 | $ | 336,081 | $ | 444,256 | |||||||||||||||
| Net Income Attributable to Evercore Inc. Common Shareholders | $ | 82,438 | $ | 159,545 | $ | 336,081 | $ | 444,256 | |||||||||||||||
| Weighted Average Shares of Class A Common Stock Outstanding: | |||||||||||||||||||||||
| Basic | 39,114 | 39,467 | 39,375 | 40,492 | |||||||||||||||||||
| Diluted | 40,527 | 42,697 | 41,104 | 43,597 | |||||||||||||||||||
| Net Income Per Share Attributable to Evercore Inc. Common Shareholders: | |||||||||||||||||||||||
| Basic | $ | 2.11 | $ | 4.04 | $ | 8.54 | $ | 10.97 | |||||||||||||||
| Diluted | $ | 2.03 | $ | 3.74 | $ | 8.18 | $ | 10.19 | |||||||||||||||
(1)Includes interest expense on long-term debt. | |||||||||||||||||||||||
A - 1
Adjusted Results
Throughout the discussion of Evercore's business and elsewhere in this release, information is presented on an Adjusted basis, which is a non-generally accepted accounting principles ("non-GAAP") measure. Adjusted 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 certain Evercore LP Units, as well as Unvested Restricted Stock Units, into Class A shares. Evercore believes that the disclosed Adjusted 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 amounts are allocated to the Company's two business segments: Investment Banking and Investment Management. The differences between the Adjusted and U.S. GAAP results are as follows:
1.Assumed Exchange of Evercore LP Units into Class A Shares. The Adjusted results assume substantially all Evercore LP Units have been exchanged for Class A shares. Accordingly, the noncontrolling interest related to these units is converted to a controlling interest. The Company's management believes that it is useful to provide the per-share effect associated with the assumed conversion of substantially all of these previously granted equity interests and IPO related restricted stock units, and thus the Adjusted results reflect their exchange into Class A shares.
2.Adjustments Associated with Business Combinations and Divestitures. The following charges resulting from business combinations and divestitures have been excluded from the Adjusted results because the Company's Management believes that operating performance is more comparable across periods excluding the effects of these acquisition-related charges:
a.Acquisition and Transition Costs. Primarily professional fees incurred and costs related to transitioning acquisitions or divestitures.
b.Gain on Sale of Interests in ABS. The gain on the sale of a portion of the Company's interests in ABS in the first quarter of 2022 is excluded from the Adjusted presentation.
c.Gain on Redemption of G5 Debt Security. The gain on the redemption of the G5 debt security in the second quarter of 2021 is excluded from the Adjusted presentation.
3.Special Charges, Including Business Realignment Costs. Expenses during 2022 that are excluded from the Adjusted presentation relate to charges associated with the prepayment of the Company's Series B Notes during the second quarter, as well as certain professional fees related to the ongoing liquidation of the Company's operations in Mexico. Expenses during 2021 that are excluded from the Adjusted presentation relate to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with the Company's investment strategy, the Company decided to wind down during the third quarter.
4.Income Taxes. Evercore is organized as a series of Limited Liability Companies, Partnerships, C-Corporations and a Public Corporation in the U.S. as the ultimate parent. Certain of the subsidiaries, particularly Evercore LP, have noncontrolling interests held by management or former members of management. As a result, not all of the Company’s income is subject to corporate level taxes and certain other state and local taxes are levied. The assumption in the Adjusted earnings presentation is that substantially all of the noncontrolling interest is eliminated through the exchange of Evercore LP units into Class A common stock of the ultimate parent. As a result, the Adjusted earnings presentation assumes that the allocation of earnings to Evercore LP’s noncontrolling interest holders is substantially eliminated and is therefore subject to statutory tax rates of a C-Corporation under a conventional tax structure in the U.S. and that certain state and local taxes are reduced accordingly.
5.Presentation of Interest Expense. The Adjusted results present Adjusted Investment Banking Operating Income before interest expense on debt, which is included in interest expense on a U.S. GAAP basis.
A - 2
6.Presentation of Income from Equity Method Investments. The Adjusted results present Income from Equity Method Investments within Revenue as the Company's Management believes it is a useful presentation.
A - 3
| EVERCORE INC. | |||||||||||||||||||||||
| U.S. GAAP RECONCILIATION TO ADJUSTED RESULTS | |||||||||||||||||||||||
| (dollars in thousands, except per share data) | |||||||||||||||||||||||
| (UNAUDITED) | |||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2022 | September 30, 2021 | September 30, 2022 | September 30, 2021 | ||||||||||||||||||||
| Net Revenues - U.S. GAAP | $ | 576,937 | $ | 823,555 | $ | 1,930,708 | $ | 2,173,730 | |||||||||||||||
| Income from Equity Method Investments (1) | 2,027 | 3,681 | 6,813 | 10,099 | |||||||||||||||||||
| Interest Expense on Debt (2) | 4,188 | 4,393 | 12,696 | 13,269 | |||||||||||||||||||
| Gain on Sale of Interests in ABS (3) | — | — | (1,294) | — | |||||||||||||||||||
| Gain on Redemption of G5 Debt Security (4) | — | — | — | (4,374) | |||||||||||||||||||
| Net Revenues - Adjusted | $ | 583,152 | $ | 831,629 | $ | 1,948,923 | $ | 2,192,724 | |||||||||||||||
| Other Revenue, net - U.S. GAAP | $ | (4,825) | $ | (2,882) | $ | (38,151) | $ | 11,873 | |||||||||||||||
| Interest Expense on Debt (2) | 4,188 | 4,393 | 12,696 | 13,269 | |||||||||||||||||||
| Gain on Sale of Interests in ABS (3) | — | — | (1,294) | — | |||||||||||||||||||
| Gain on Redemption of G5 Debt Security (4) | — | — | — | (4,374) | |||||||||||||||||||
| Other Revenue, net - Adjusted | $ | (637) | $ | 1,511 | $ | (26,749) | $ | 20,768 | |||||||||||||||
| Operating Income - U.S. GAAP | $ | 130,399 | $ | 245,153 | $ | 485,945 | $ | 646,374 | |||||||||||||||
| Income from Equity Method Investments (1) | 2,027 | 3,681 | 6,813 | 10,099 | |||||||||||||||||||
| Pre-Tax Income - U.S. GAAP | 132,426 | 248,834 | 492,758 | 656,473 | |||||||||||||||||||
| Gain on Sale of Interests in ABS (3) | — | — | (1,294) | — | |||||||||||||||||||
| Gain on Redemption of G5 Debt Security (4) | — | — | — | (4,374) | |||||||||||||||||||
| Special Charges, Including Business Realignment Costs (5) | — | 8,554 | 532 | 8,554 | |||||||||||||||||||
| Acquisition and Transition Costs (6) | — | — | — | 7 | |||||||||||||||||||
| Pre-Tax Income - Adjusted | 132,426 | 257,388 | 491,996 | 660,660 | |||||||||||||||||||
| Interest Expense on Debt (2) | 4,188 | 4,393 | 12,696 | 13,269 | |||||||||||||||||||
| Operating Income - Adjusted | $ | 136,614 | $ | 261,781 | $ | 504,692 | $ | 673,929 | |||||||||||||||
| Provision for Income Taxes - U.S. GAAP | $ | 40,790 | $ | 59,712 | $ | 114,134 | $ | 137,871 | |||||||||||||||
| Income Taxes (7) | (4,545) | 6,155 | (1,805) | 12,684 | |||||||||||||||||||
| Provision for Income Taxes - Adjusted | $ | 36,245 | $ | 65,867 | $ | 112,329 | $ | 150,555 | |||||||||||||||
| Net Income Attributable to Evercore Inc. - U.S. GAAP | $ | 82,438 | $ | 159,545 | $ | 336,081 | $ | 444,256 | |||||||||||||||
| Gain on Sale of Interests in ABS (3) | — | — | (1,294) | — | |||||||||||||||||||
| Gain on Redemption of G5 Debt Security (4) | — | — | — | (4,374) | |||||||||||||||||||
| Special Charges, Including Business Realignment Costs (5) | — | 8,554 | 532 | 8,554 | |||||||||||||||||||
| Acquisition and Transition Costs (6) | — | — | — | 7 | |||||||||||||||||||
| Income Taxes (7) | 4,545 | (6,155) | 1,805 | (12,684) | |||||||||||||||||||
| Noncontrolling Interest (8) | 8,199 | 26,399 | 39,195 | 69,111 | |||||||||||||||||||
| Net Income Attributable to Evercore Inc. - Adjusted | $ | 95,182 | $ | 188,343 | $ | 376,319 | $ | 504,870 | |||||||||||||||
| Diluted Shares Outstanding - U.S. GAAP | 40,527 | 42,697 | 41,104 | 43,597 | |||||||||||||||||||
| LP Units (9) | 2,650 | 4,840 | 3,078 | 4,871 | |||||||||||||||||||
| Unvested Restricted Stock Units - Event Based (9) | 12 | 12 | 12 | 12 | |||||||||||||||||||
| Diluted Shares Outstanding - Adjusted | 43,189 | 47,549 | 44,194 | 48,480 | |||||||||||||||||||
| Key Metrics: (a) | |||||||||||||||||||||||
| Diluted Earnings Per Share - U.S. GAAP | $ | 2.03 | $ | 3.74 | $ | 8.18 | $ | 10.19 | |||||||||||||||
| Diluted Earnings Per Share - Adjusted | $ | 2.20 | $ | 3.96 | $ | 8.52 | $ | 10.41 | |||||||||||||||
| Operating Margin - U.S. GAAP | 22.6 | % | 29.8 | % | 25.2 | % | 29.7 | % | |||||||||||||||
| Operating Margin - Adjusted | 23.4 | % | 31.5 | % | 25.9 | % | 30.7 | % | |||||||||||||||
| Effective Tax Rate - U.S. GAAP | 30.8 | % | 24.0 | % | 23.2 | % | 21.0 | % | |||||||||||||||
| Effective Tax Rate - Adjusted | 27.4 | % | 25.6 | % | 22.8 | % | 22.8 | % | |||||||||||||||
| (a) Reconciliations of the key metrics from U.S. GAAP to Adjusted results are a derivative of the reconciliations of their components above. | |||||||||||||||||||||||
A - 4
| EVERCORE INC. | |||||||||||||||||||||||||||||||||||
| U.S. GAAP SEGMENT RECONCILIATION TO ADJUSTED RESULTS | |||||||||||||||||||||||||||||||||||
| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| (UNAUDITED) | |||||||||||||||||||||||||||||||||||
| Investment Banking Segment | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||
| U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | ||||||||||||||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||||||||||||||
| Investment Banking: | |||||||||||||||||||||||||||||||||||
| Advisory Fees | $ | 488,224 | $ | 451 | (1) | $ | 488,675 | $ | 1,689,033 | $ | 989 | (1) | $ | 1,690,022 | |||||||||||||||||||||
| Underwriting Fees | 28,697 | — | 28,697 | 78,519 | — | 78,519 | |||||||||||||||||||||||||||||
| Commissions and Related Revenue | 49,200 | — | 49,200 | 152,583 | — | 152,583 | |||||||||||||||||||||||||||||
| Other Revenue, net | (5,603) | 4,188 | (2) | (1,415) | (40,066) | 12,696 | (2) | (27,370) | |||||||||||||||||||||||||||
| Net Revenues | 560,518 | 4,639 | 565,157 | 1,880,069 | 13,685 | 1,893,754 | |||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Employee Compensation and Benefits | 346,280 | — | 346,280 | 1,145,006 | — | 1,145,006 | |||||||||||||||||||||||||||||
| Non-Compensation Costs | 87,319 | — | 87,319 | 259,705 | — | 259,705 | |||||||||||||||||||||||||||||
| Special Charges, Including Business Realignment Costs | — | — | — | 532 | (532) | (5) | — | ||||||||||||||||||||||||||||
| Total Expenses | 433,599 | — | 433,599 | 1,405,243 | (532) | 1,404,711 | |||||||||||||||||||||||||||||
| Operating Income (a) | $ | 126,919 | $ | 4,639 | $ | 131,558 | $ | 474,826 | $ | 14,217 | $ | 489,043 | |||||||||||||||||||||||
| Compensation Ratio (b) | 61.8 | % | 61.3 | % | 60.9 | % | 60.5 | % | |||||||||||||||||||||||||||
| Operating Margin (b) | 22.6 | % | 23.3 | % | 25.3 | % | 25.8 | % | |||||||||||||||||||||||||||
| Investment Management Segment | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2022 | Nine Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||
| U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | ||||||||||||||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||||||||||||||
| Asset Management and Administration Fees | $ | 15,641 | $ | 1,576 | (1) | $ | 17,217 | $ | 48,724 | $ | 5,824 | (1) | $ | 54,548 | |||||||||||||||||||||
| Other Revenue, net | 778 | — | 778 | 1,915 | (1,294) | (3) | 621 | ||||||||||||||||||||||||||||
| Net Revenues | 16,419 | 1,576 | 17,995 | 50,639 | 4,530 | 55,169 | |||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Employee Compensation and Benefits | 9,514 | — | 9,514 | 29,494 | — | 29,494 | |||||||||||||||||||||||||||||
| Non-Compensation Costs | 3,425 | — | 3,425 | 10,026 | — | 10,026 | |||||||||||||||||||||||||||||
| Total Expenses | 12,939 | — | 12,939 | 39,520 | — | 39,520 | |||||||||||||||||||||||||||||
| Operating Income (a) | $ | 3,480 | $ | 1,576 | $ | 5,056 | $ | 11,119 | $ | 4,530 | $ | 15,649 | |||||||||||||||||||||||
| Compensation Ratio (b) | 57.9 | % | 52.9 | % | 58.2 | % | 53.5 | % | |||||||||||||||||||||||||||
| Operating Margin (b) | 21.2 | % | 28.1 | % | 22.0 | % | 28.4 | % | |||||||||||||||||||||||||||
| (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 results are a derivative of the reconciliations of their components above. | |||||||||||||||||||||||||||||||||||
A - 5
| EVERCORE INC. | |||||||||||||||||||||||||||||||||||
| U.S. GAAP SEGMENT RECONCILIATION TO ADJUSTED RESULTS | |||||||||||||||||||||||||||||||||||
| FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 | |||||||||||||||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||||||||||||||
| (UNAUDITED) | |||||||||||||||||||||||||||||||||||
| Investment Banking Segment | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||
| U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | ||||||||||||||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||||||||||||||
| Investment Banking: | |||||||||||||||||||||||||||||||||||
| Advisory Fees | $ | 708,333 | $ | 564 | (1) | $ | 708,897 | $ | 1,781,065 | $ | 1,282 | (1) | $ | 1,782,347 | |||||||||||||||||||||
| Underwriting Fees | 54,381 | — | 54,381 | 181,686 | — | 181,686 | |||||||||||||||||||||||||||||
| Commissions and Related Revenue | 46,763 | — | 46,763 | 151,014 | — | 151,014 | |||||||||||||||||||||||||||||
| Other Revenue, net | (2,559) | 4,393 | (2) | 1,834 | 11,258 | 8,895 | (2)(4) | 20,153 | |||||||||||||||||||||||||||
| Net Revenues | 806,918 | 4,957 | 811,875 | 2,125,023 | 10,177 | 2,135,200 | |||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Employee Compensation and Benefits | 476,217 | — | 476,217 | 1,261,063 | — | 1,261,063 | |||||||||||||||||||||||||||||
| Non-Compensation Costs | 80,060 | — | 80,060 | 219,907 | (7) | (6) | 219,900 | ||||||||||||||||||||||||||||
| Total Expenses | 556,277 | — | 556,277 | 1,480,970 | (7) | 1,480,963 | |||||||||||||||||||||||||||||
| Operating Income (a) | $ | 250,641 | $ | 4,957 | $ | 255,598 | $ | 644,053 | $ | 10,184 | $ | 654,237 | |||||||||||||||||||||||
| Compensation Ratio (b) | 59.0 | % | 58.7 | % | 59.3 | % | 59.1 | % | |||||||||||||||||||||||||||
| Operating Margin (b) | 31.1 | % | 31.5 | % | 30.3 | % | 30.6 | % | |||||||||||||||||||||||||||
| Investment Management Segment | |||||||||||||||||||||||||||||||||||
| Three Months Ended September 30, 2021 | Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||
| U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | U.S. GAAP Basis | Adjustments | Non-GAAP Adjusted Basis | ||||||||||||||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||||||||||||||
| Asset Management and Administration Fees | $ | 16,960 | $ | 3,117 | (1) | $ | 20,077 | $ | 48,092 | $ | 8,817 | (1) | $ | 56,909 | |||||||||||||||||||||
| Other Revenue, net | (323) | — | (323) | 615 | — | 615 | |||||||||||||||||||||||||||||
| Net Revenues | 16,637 | 3,117 | 19,754 | 48,707 | 8,817 | 57,524 | |||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Employee Compensation and Benefits | 10,254 | — | 10,254 | 28,596 | — | 28,596 | |||||||||||||||||||||||||||||
| Non-Compensation Costs | 3,317 | — | 3,317 | 9,236 | — | 9,236 | |||||||||||||||||||||||||||||
| Special Charges, Including Business Realignment Costs | 8,554 | (8,554) | (5) | — | 8,554 | (8,554) | (5) | — | |||||||||||||||||||||||||||
| Total Expenses | 22,125 | (8,554) | 13,571 | 46,386 | (8,554) | 37,832 | |||||||||||||||||||||||||||||
| Operating Income (Loss) (a) | $ | (5,488) | $ | 11,671 | $ | 6,183 | $ | 2,321 | $ | 17,371 | $ | 19,692 | |||||||||||||||||||||||
| Compensation Ratio (b) | 61.6 | % | 51.9 | % | 58.7 | % | 49.7 | % | |||||||||||||||||||||||||||
| Operating Margin (b) | (33.0 | %) | 31.3 | % | 4.8 | % | 34.2 | % | |||||||||||||||||||||||||||
| (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 results are a derivative of the reconciliations of their components above. | |||||||||||||||||||||||||||||||||||
A - 6
| EVERCORE INC. | |||||||||||||||||||||||
| U.S. GAAP SEGMENT AND CONSOLIDATED RESULTS | |||||||||||||||||||||||
| (dollars in thousands) | |||||||||||||||||||||||
| (UNAUDITED) | |||||||||||||||||||||||
| U.S. GAAP | |||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Investment Banking | |||||||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||
| Investment Banking: | |||||||||||||||||||||||
| Advisory Fees | $ | 488,224 | $ | 708,333 | $ | 1,689,033 | $ | 1,781,065 | |||||||||||||||
| Underwriting Fees | 28,697 | 54,381 | 78,519 | 181,686 | |||||||||||||||||||
| Commissions and Related Revenue | 49,200 | 46,763 | 152,583 | 151,014 | |||||||||||||||||||
| Other Revenue, net | (5,603) | (2,559) | (40,066) | 11,258 | |||||||||||||||||||
| Net Revenues | 560,518 | 806,918 | 1,880,069 | 2,125,023 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Employee Compensation and Benefits | 346,280 | 476,217 | 1,145,006 | 1,261,063 | |||||||||||||||||||
| Non-Compensation Costs | 87,319 | 80,060 | 259,705 | 219,907 | |||||||||||||||||||
| Special Charges, Including Business Realignment Costs | — | — | 532 | — | |||||||||||||||||||
| Total Expenses | 433,599 | 556,277 | 1,405,243 | 1,480,970 | |||||||||||||||||||
| Operating Income (a) | $ | 126,919 | $ | 250,641 | $ | 474,826 | $ | 644,053 | |||||||||||||||
| Investment Management | |||||||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||
| Asset Management and Administration Fees | $ | 15,641 | $ | 16,960 | $ | 48,724 | $ | 48,092 | |||||||||||||||
| Other Revenue, net | 778 | (323) | 1,915 | 615 | |||||||||||||||||||
| Net Revenues | 16,419 | 16,637 | 50,639 | 48,707 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Employee Compensation and Benefits | 9,514 | 10,254 | 29,494 | 28,596 | |||||||||||||||||||
| Non-Compensation Costs | 3,425 | 3,317 | 10,026 | 9,236 | |||||||||||||||||||
| Special Charges, Including Business Realignment Costs | — | 8,554 | — | 8,554 | |||||||||||||||||||
| Total Expenses | 12,939 | 22,125 | 39,520 | 46,386 | |||||||||||||||||||
| Operating Income (Loss) (a) | $ | 3,480 | $ | (5,488) | $ | 11,119 | $ | 2,321 | |||||||||||||||
| Total | |||||||||||||||||||||||
| Net Revenues: | |||||||||||||||||||||||
| Investment Banking: | |||||||||||||||||||||||
| Advisory Fees | $ | 488,224 | $ | 708,333 | $ | 1,689,033 | $ | 1,781,065 | |||||||||||||||
| Underwriting Fees | 28,697 | 54,381 | 78,519 | 181,686 | |||||||||||||||||||
| Commissions and Related Revenue | 49,200 | 46,763 | 152,583 | 151,014 | |||||||||||||||||||
| Asset Management and Administration Fees | 15,641 | 16,960 | 48,724 | 48,092 | |||||||||||||||||||
| Other Revenue, net | (4,825) | (2,882) | (38,151) | 11,873 | |||||||||||||||||||
| Net Revenues | 576,937 | 823,555 | 1,930,708 | 2,173,730 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Employee Compensation and Benefits | 355,794 | 486,471 | 1,174,500 | 1,289,659 | |||||||||||||||||||
| Non-Compensation Costs | 90,744 | 83,377 | 269,731 | 229,143 | |||||||||||||||||||
| Special Charges, Including Business Realignment Costs | — | 8,554 | 532 | 8,554 | |||||||||||||||||||
| Total Expenses | 446,538 | 578,402 | 1,444,763 | 1,527,356 | |||||||||||||||||||
| Operating Income (a) | $ | 130,399 | $ | 245,153 | $ | 485,945 | $ | 646,374 | |||||||||||||||
| (a) Operating Income (Loss) excludes Income (Loss) from Equity Method Investments. | |||||||||||||||||||||||
A - 7
| EVERCORE INC. | |||||||||||||||||
| U.S. GAAP RECONCILIATION TO ADJUSTED NON-COMPENSATION COSTS | |||||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| (UNAUDITED) | |||||||||||||||||
| Three Months Ended September 30, 2022 | |||||||||||||||||
| U.S. GAAP | Adjustments | Adjusted | |||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Occupancy and Equipment Rental | $ | 19,680 | $ | — | $ | 19,680 | |||||||||||
| Professional Fees | 29,294 | — | 29,294 | ||||||||||||||
| Travel and Related Expenses | 12,862 | — | 12,862 | ||||||||||||||
| Communications and Information Services | 15,333 | — | 15,333 | ||||||||||||||
| Depreciation and Amortization | 7,065 | — | 7,065 | ||||||||||||||
| Execution, Clearing and Custody Fees | 2,378 | — | 2,378 | ||||||||||||||
| Other Operating Expenses | 4,132 | — | 4,132 | ||||||||||||||
| Total Non-Compensation Costs | $ | 90,744 | $ | — | $ | 90,744 | |||||||||||
| Three Months Ended September 30, 2021 | |||||||||||||||||
| U.S. GAAP | Adjustments | Adjusted | |||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Occupancy and Equipment Rental | $ | 19,191 | $ | — | $ | 19,191 | |||||||||||
| Professional Fees | 24,851 | — | 24,851 | ||||||||||||||
| Travel and Related Expenses | 5,895 | — | 5,895 | ||||||||||||||
| Communications and Information Services | 14,082 | — | 14,082 | ||||||||||||||
| Depreciation and Amortization | 7,122 | — | 7,122 | ||||||||||||||
| Execution, Clearing and Custody Fees | 2,484 | — | 2,484 | ||||||||||||||
| Other Operating Expenses | 9,752 | — | 9,752 | ||||||||||||||
| Total Non-Compensation Costs | $ | 83,377 | $ | — | $ | 83,377 | |||||||||||
| Nine Months Ended September 30, 2022 | |||||||||||||||||
| U.S. GAAP | Adjustments | Adjusted | |||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Occupancy and Equipment Rental | $ | 58,465 | $ | — | $ | 58,465 | |||||||||||
| Professional Fees | 81,207 | — | 81,207 | ||||||||||||||
| Travel and Related Expenses | 35,474 | — | 35,474 | ||||||||||||||
| Communications and Information Services | 45,745 | — | 45,745 | ||||||||||||||
| Depreciation and Amortization | 20,772 | — | 20,772 | ||||||||||||||
| Execution, Clearing and Custody Fees | 7,806 | — | 7,806 | ||||||||||||||
| Other Operating Expenses | 20,262 | — | 20,262 | ||||||||||||||
| Total Non-Compensation Costs | $ | 269,731 | $ | — | $ | 269,731 | |||||||||||
| Nine Months Ended September 30, 2021 | |||||||||||||||||
| U.S. GAAP | Adjustments | Adjusted | |||||||||||||||
| (dollars in thousands) | |||||||||||||||||
| Occupancy and Equipment Rental | $ | 55,413 | $ | — | $ | 55,413 | |||||||||||
| Professional Fees | 67,859 | — | 67,859 | ||||||||||||||
| Travel and Related Expenses | 11,902 | — | 11,902 | ||||||||||||||
| Communications and Information Services | 42,191 | — | 42,191 | ||||||||||||||
| Depreciation and Amortization | 20,914 | — | 20,914 | ||||||||||||||
| Execution, Clearing and Custody Fees | 8,949 | — | 8,949 | ||||||||||||||
| Acquisition and Transition Costs | 7 | (7) | (6) | — | |||||||||||||
| Other Operating Expenses | 21,908 | — | 21,908 | ||||||||||||||
| Total Non-Compensation Costs | $ | 229,143 | $ | (7) | $ | 229,136 | |||||||||||
A - 8
Notes to Unaudited Condensed Consolidated Adjusted Financial Data
For further information on these adjustments, see pages A-2 to A-3.
(1)Income (Loss) from Equity Method Investments has been reclassified to Revenue in the Adjusted presentation.
(2)Interest Expense on Debt is excluded from Net Revenues and presented below Operating Income in the Adjusted results and is included in Interest Expense on a U.S. GAAP basis.
(3)The gain on the sale of a portion of the Company's interests in ABS in the first quarter of 2022 is excluded from the Adjusted presentation.
(4)The gain resulting from the redemption of the G5 debt security in the second quarter of 2021 is excluded from the Adjusted presentation.
(5)Expenses during 2022 that are excluded from the Adjusted presentation relate to charges associated with the prepayment of the Company's Series B Notes during the second quarter, as well as certain professional fees related to the ongoing liquidation of the Company's operations in Mexico. Expenses during 2021 that are excluded from the Adjusted presentation relate to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with the Company's investment strategy, the Company decided to wind down during the third quarter.
(6)Professional fees incurred and costs related to transitioning acquisitions or divestitures are excluded from the Adjusted presentation.
(7)Evercore is organized as a series of Limited Liability Companies, Partnerships, C-Corporations and a Public Corporation in the U.S. as the ultimate parent. Certain of the subsidiaries, particularly Evercore LP, have noncontrolling interests held by management or former members of management. As a result, not all of the Company’s income is subject to corporate level taxes and certain other state and local taxes are levied. The assumption in the Adjusted earnings presentation is that substantially all of the noncontrolling interest is eliminated through the exchange of Evercore LP units into Class A common stock of the ultimate parent. As a result, the Adjusted earnings presentation assumes that the allocation of earnings to Evercore LP’s noncontrolling interest holders is substantially eliminated and is therefore subject to statutory tax rates of a C-Corporation under a conventional tax structure in the U.S. and that certain state and local taxes are reduced accordingly.
(8)Reflects an adjustment to eliminate noncontrolling interest related to substantially all Evercore LP partnership units which are assumed to be converted to Class A common stock in the Adjusted presentation.
(9)Assumes the exchange into Class A shares of substantially all Evercore LP Units and IPO related restricted stock unit awards in the Adjusted presentation. In the computation of outstanding common stock equivalents for U.S. GAAP net income per share, the Evercore LP Units are anti-dilutive.
A - 9