Item 1. Financial Statements
Item 1. Financial Statements
Condensed Consolidated Financial Statements (Unaudited) Page
Condensed Consolidated Statements of Financial Condition as of September 30, 2021 and December 31, 2020
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Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020
5
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and 2020
6
Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2021 and 2020
7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020
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Notes to Unaudited Condensed Consolidated Financial Statements
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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)
(dollars in thousands, except share data)
September 30, 2021 December 31, 2020
Assets
Current Assets
Cash and Cash Equivalents $ 478,819 $ 829,598
Investment Securities and Certificates of Deposit (includes available-for-sale debt securities with an amortized cost of $ 452,955 and $ 402,824 at September 30, 2021 and December 31, 2020, respectively)
1,269,961 1,060,836
Accounts Receivable (net of allowances of $ 3,563 and $ 5,372 at September 30, 2021 and December 31, 2020, respectively)
397,964 368,346
Receivable from Employees and Related Parties 21,596 23,593
Other Current Assets 131,386 92,231
Total Current Assets 2,299,726 2,374,604
Investments 70,773 86,681
Deferred Tax Assets 254,490 257,862
Operating Lease Right-of-Use Assets 254,840 270,498
Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $ 159,249 and $ 139,572 at September 30, 2021 and December 31, 2020, respectively)
150,732 148,832
Goodwill 128,167 129,126
Intangible Assets (net of accumulated amortization of $ 3,204 and $ 2,932 at September 30, 2021 and December 31, 2020, respectively)
426 698
Other Assets 112,734 102,587
Total Assets $ 3,271,888 $ 3,370,888
Liabilities and Equity
Current Liabilities
Accrued Compensation and Benefits $ 786,644 $ 778,043
Accounts Payable and Accrued Expenses 45,528 37,961
Payable to Employees and Related Parties 33,622 24,047
Operating Lease Liabilities 44,837 42,871
Taxes Payable 1,841 15,346
Current Portion of Notes Payable — 37,974
Other Current Liabilities 22,007 127,691
Total Current Liabilities 934,479 1,063,933
Operating Lease Liabilities 291,795 300,275
Notes Payable 375,991 338,518
Amounts Due Pursuant to Tax Receivable Agreements 79,108 76,860
Other Long-term Liabilities 78,277 101,928
Total Liabilities 1,759,650 1,881,514
Commitments and Contingencies (Note 16)
Equity
Evercore Inc. Stockholders' Equity
Common Stock
Class A, par value $ 0.01 per share ( 1,000,000,000 shares authorized, 74,631,561 and 72,195,283 issued at September 30, 2021 and December 31, 2020, respectively, and 39,085,383 and 40,750,225 outstanding at September 30, 2021 and December 31, 2020, respectively)
746 722
Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 47 and 48 issued and outstanding at September 30, 2021 and December 31, 2020, respectively)
— —
Additional Paid-In-Capital 2,436,727 2,266,136
Accumulated Other Comprehensive Income (Loss) ( 13,725 ) ( 9,758 )
Retained Earnings 1,152,527 798,573
Treasury Stock at Cost ( 35,546,178 and 31,445,058 shares at September 30, 2021 and December 31, 2020, respectively)
( 2,354,680 ) ( 1,824,727 )
Total Evercore Inc. Stockholders' Equity 1,221,595 1,230,946
Noncontrolling Interest 290,643 258,428
Total Equity 1,512,238 1,489,374
Total Liabilities and Equity $ 3,271,888 $ 3,370,888
See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(dollars and share amounts in thousands, except per share data)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Revenues
Investment Banking:
Advisory Fees $ 708,333 $ 270,662 $ 1,781,065 $ 965,662
Underwriting Fees 54,381 66,499 181,686 181,182
Commissions and Related Revenue 46,763 44,003 151,014 153,903
Asset Management and Administration Fees 16,960 14,025 48,092 39,725
Other Revenue, Including Interest and Investments 1,511 12,329 25,142 12,497
Total Revenues 827,948 407,518 2,186,999 1,352,969
Interest Expense 4,393 5,003 13,269 16,372
Net Revenues 823,555 402,515 2,173,730 1,336,597
Expenses
Employee Compensation and Benefits 486,471 259,812 1,289,659 864,600
Occupancy and Equipment Rental 19,191 18,043 55,413 54,318
Professional Fees 24,851 17,324 67,859 53,165
Travel and Related Expenses 5,895 3,182 11,902 23,089
Communications and Information Services 14,082 13,868 42,191 40,704
Depreciation and Amortization 7,122 6,214 20,914 20,060
Execution, Clearing and Custody Fees 2,484 2,840 8,949 10,230
Special Charges, Including Business Realignment Costs 8,554 7,380 8,554 39,614
Acquisition and Transition Costs — 454 7 560
Other Operating Expenses 9,752 9,712 21,908 30,539
Total Expenses 578,402 338,829 1,527,356 1,136,879
Income Before Income from Equity Method Investments and Income Taxes 245,153 63,686 646,374 199,718
Income from Equity Method Investments 3,681 3,111 10,099 8,552
Income Before Income Taxes 248,834 66,797 656,473 208,270
Provision for Income Taxes 59,712 15,677 137,871 51,042
Net Income 189,122 51,120 518,602 157,228
Net Income Attributable to Noncontrolling Interest 29,577 8,510 74,346 27,031
Net Income Attributable to Evercore Inc. $ 159,545 $ 42,610 $ 444,256 $ 130,197
Net Income Attributable to Evercore Inc. Common Shareholders $ 159,545 $ 42,610 $ 444,256 $ 130,197
Weighted Average Shares of Class A Common Stock Outstanding
Basic 39,467 40,694 40,492 40,441
Diluted 42,697 42,343 43,597 42,185
Net Income Per Share Attributable to Evercore Inc. Common Shareholders:
Basic $ 4.04 $ 1.05 $ 10.97 $ 3.22
Diluted $ 3.74 $ 1.01 $ 10.19 $ 3.09
See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(dollars in thousands)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Net Income $ 189,122 $ 51,120 $ 518,602 $ 157,228
Other Comprehensive Income (Loss), net of tax:
Unrealized Gain (Loss) on Securities and Investments, net ( 858 ) ( 23 ) ( 363 ) ( 1,720 )
Foreign Currency Translation Adjustment Gain (Loss), net ( 6,749 ) 6,773 ( 4,310 ) ( 2,868 )
Other Comprehensive Income (Loss) ( 7,607 ) 6,750 ( 4,673 ) ( 4,588 )
Comprehensive Income 181,515 57,870 513,929 152,640
Comprehensive Income Attributable to Noncontrolling Interest 28,468 9,496 73,640 26,250
Comprehensive Income Attributable to Evercore Inc. $ 153,047 $ 48,374 $ 440,289 $ 126,390
See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)
(dollars in thousands, except share data)
For the Three Months Ended September 30, 2021
Accumulated
Additional Other
Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at June 30, 2021 74,588,183 $ 746 $ 2,383,725 $ ( 7,227 ) $ 1,023,260 ( 34,753,472 ) $ ( 2,249,533 ) $ 274,296 $ 1,425,267
Net Income — — — — 159,545 — — 29,577 189,122
Other Comprehensive Income (Loss) — — — ( 6,498 ) — — — ( 1,109 ) ( 7,607 )
Treasury Stock Purchases — — — — — ( 792,706 ) ( 105,147 ) — ( 105,147 )
Evercore LP Units Exchanged for Class A Common Stock 250 — 21 — — — — ( 13 ) 8
Equity-based Compensation Awards 43,128 — 52,981 — — — — 2,946 55,927
Dividends — — — — ( 30,278 ) — — — ( 30,278 )
Noncontrolling Interest (Note 13) — — — — — — — ( 15,054 ) ( 15,054 )
Balance at September 30, 2021 74,631,561 $ 746 $ 2,436,727 $ ( 13,725 ) $ 1,152,527 ( 35,546,178 ) $ ( 2,354,680 ) $ 290,643 $ 1,512,238
For the Nine Months Ended September 30, 2021
Accumulated
Additional Other
Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at December 31, 2020 72,195,283 $ 722 $ 2,266,136 $ ( 9,758 ) $ 798,573 ( 31,445,058 ) $ ( 1,824,727 ) $ 258,428 $ 1,489,374
Net Income — — — — 444,256 — — 74,346 518,602
Other Comprehensive Income (Loss) — — — ( 3,967 ) — — — ( 706 ) ( 4,673 )
Treasury Stock Purchases — — — — — ( 4,101,120 ) ( 529,953 ) — ( 529,953 )
Evercore LP Units Exchanged for Class A Common Stock 140,943 1 8,787 — — — — ( 6,760 ) 2,028
Equity-based Compensation Awards 2,295,335 23 164,630 — — — — 9,053 173,706
Dividends — — — — ( 90,302 ) — — — ( 90,302 )
Noncontrolling Interest (Note 13) — — ( 2,826 ) — — — — ( 43,718 ) ( 46,544 )
Balance at September 30, 2021 74,631,561 $ 746 $ 2,436,727 $ ( 13,725 ) $ 1,152,527 ( 35,546,178 ) $ ( 2,354,680 ) $ 290,643 $ 1,512,238
For the Three Months Ended September 30, 2020
Accumulated
Additional Other
Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at June 30, 2020 71,977,753 $ 720 $ 2,166,837 $ ( 37,167 ) $ 590,866 ( 31,393,480 ) $ ( 1,820,728 ) $ 231,622 $ 1,132,150
Net Income — — — — 42,610 — — 8,510 51,120
Other Comprehensive Income — — — 5,764 — — — 986 6,750
Treasury Stock Purchases — — — — — ( 15,876 ) ( 927 ) — ( 927 )
Evercore LP Units Exchanged for Class A Common Stock 200 — 11 — — — — ( 8 ) 3
Equity-based Compensation Awards 36,775 — 49,874 — — — — 4,231 54,105
Dividends — — — — ( 26,934 ) — — — ( 26,934 )
Noncontrolling Interest (Note 13) — — — — — — — ( 9,253 ) ( 9,253 )
Balance at September 30, 2020 72,014,728 $ 720 $ 2,216,722 $ ( 31,403 ) $ 606,542 ( 31,409,356 ) $ ( 1,821,655 ) $ 236,088 $ 1,207,014
For the Nine Months Ended September 30, 2020
Accumulated
Additional Other
Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at December 31, 2019 68,698,675 $ 687 $ 2,016,524 $ ( 27,596 ) $ 558,269 ( 29,522,665 ) $ ( 1,678,168 ) $ 256,534 $ 1,126,250
Cumulative Effect of Accounting Change (1)
— — — — ( 1,310 ) — — — ( 1,310 )
Net Income — — — — 130,197 — — 27,031 157,228
Other Comprehensive Income (Loss) — — — ( 3,807 ) — — — ( 781 ) ( 4,588 )
Treasury Stock Purchases — — — — — ( 1,886,691 ) ( 143,487 ) — ( 143,487 )
Evercore LP Units Exchanged for Class A Common Stock 806,555 8 42,353 — — — — ( 33,762 ) 8,599
Equity-based Compensation Awards 2,509,498 25 159,410 — — — — 9,926 169,361
Dividends — — — — ( 80,614 ) — — — ( 80,614 )
Noncontrolling Interest (Note 13) — — ( 1,565 ) — — — — ( 22,860 ) ( 24,425 )
Balance at September 30, 2020 72,014,728 $ 720 $ 2,216,722 $ ( 31,403 ) $ 606,542 ( 31,409,356 ) $ ( 1,821,655 ) $ 236,088 $ 1,207,014
(1) The cumulative adjustment relates to the adoption of Accounting Standards Update ("ASU") No. 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") on January 1, 2020, for which the Company recorded an adjustment to Retained Earnings to reflect an increase in the Company's Allowance for Doubtful Accounts as a result of the use of the current expected credit loss model.
See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(dollars in thousands)
For the Nine Months Ended September 30,
2021 2020
Cash Flows From Operating Activities
Net Income $ 518,602 $ 157,228
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net (Gains) Losses on Investments and Investment Securities ( 12,067 ) 3,471
Equity Method Investments 3,292 2,341
Equity-Based and Other Deferred Compensation 309,204 271,145
Gain on Sale of ECB Trust Business — ( 1,355 )
Noncash Lease Expense 30,368 28,564
Depreciation, Amortization and Accretion 21,360 22,440
Bad Debt Expense 15 5,888
Deferred Taxes 9,364 ( 260 )
Decrease (Increase) in Operating Assets:
Investment Securities ( 1,971 ) 2,250
Financial Instruments Owned and Pledged as Collateral at Fair Value — ( 2,859 )
Securities Purchased Under Agreements to Resell — 2,753
Accounts Receivable ( 31,122 ) 4,037
Receivable from Employees and Related Parties 2,091 ( 3,503 )
Other Assets ( 49,736 ) 24,576
(Decrease) Increase in Operating Liabilities:
Accrued Compensation and Benefits ( 144,111 ) ( 213,817 )
Accounts Payable and Accrued Expenses 8,814 283
Securities Sold Under Agreements to Repurchase — 109
Payables to Employees and Related Parties 9,076 ( 10,194 )
Taxes Payable ( 13,505 ) ( 1,125 )
Other Liabilities ( 129,770 ) ( 8,777 )
Net Cash Provided by Operating Activities 529,904 283,195
Cash Flows From Investing Activities
Investments Purchased ( 3,862 ) ( 143 )
Proceeds from Redemption of G5 Debt Security 11,779 —
Distributions of Private Equity Investments 316 650
Investment Securities:
Proceeds from Sales and Maturities of Investment Securities and Futures Contracts Activity 1,565,429 554,141
Purchases of Investment Securities and Futures Contracts Activity ( 1,640,970 ) ( 247,920 )
Maturity of Certificates of Deposit 73,995 214,266
Purchase of Certificates of Deposit ( 191,498 ) —
Purchase of Furniture, Equipment and Leasehold Improvements ( 23,417 ) ( 41,580 )
Proceeds from Sale of Business — 1,830
Net Cash Provided by (Used in) Investing Activities ( 208,228 ) 481,244
Cash Flows From Financing Activities
Issuance of Noncontrolling Interests 2,063 540
Distributions to Noncontrolling Interests ( 45,768 ) ( 23,262 )
Payment of Notes Payable ( 38,000 ) —
Issuance of Notes Payable 38,000 —
Debt Issuance Costs ( 355 ) —
Purchase of Treasury Stock and Noncontrolling Interests ( 533,737 ) ( 144,338 )
Dividends ( 91,922 ) ( 81,297 )
Net Cash Provided by (Used in) Financing Activities ( 669,719 ) ( 248,357 )
Effect of Exchange Rate Changes on Cash ( 2,306 ) ( 1,302 )
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash ( 350,349 ) 514,780
Cash, Cash Equivalents and Restricted Cash – Beginning of Period 838,224 643,886
Cash, Cash Equivalents and Restricted Cash – End of Period $ 487,875 $ 1,158,666
SUPPLEMENTAL CASH FLOW DISCLOSURE
Payments for Interest $ 12,454 $ 18,110
Payments for Income Taxes $ 118,892 $ 42,777
Accrued Dividends $ 10,718 $ 10,266
Noncash Purchase of Noncontrolling Interest $ — $ 851
Receipt of Equity Securities in Settlement of Accounts Receivable $ 1,955 $ —
See Notes to Unaudited Condensed Consolidated Financial Statements.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 1 – Organization
Evercore Inc., together with its subsidiaries (the "Company"), is an investment banking and investment management firm, incorporated in Delaware and headquartered in New York, New York. The Company is a holding company which owns a controlling interest in, and is the sole general partner of, Evercore LP, a Delaware limited partnership ("Evercore LP"). The Company operates from its offices and through its affiliates in the Americas, Europe, the Middle East and Asia.
The Investment Banking segment includes the advisory business through which the Company provides advice to clients on significant mergers, acquisitions, divestitures, shareholder activism and other strategic corporate transactions, with a particular focus on advising prominent multinational corporations and substantial private equity firms on large, complex transactions. The Company also provides restructuring advice to companies in financial transition, as well as to creditors, shareholders and potential acquirers. In addition, the Company provides its clients with capital markets advice, underwrites securities offerings, raises funds for financial sponsors and provides advisory services focused on secondary transactions for private funds interests, as well as on primary and secondary transactions for real estate oriented financial sponsors and private equity interests. The Investment Banking business also includes the Evercore ISI business through which the Company offers macroeconomic, policy and fundamental equity research and agency-based equity securities trading for institutional investors.
The Investment Management segment includes the wealth management business through which the Company provides investment advisory, wealth management and fiduciary services for high-net-worth individuals and associated entities, and the private equity business, which holds interests in private equity funds which are not managed by the Company. The Company's historical results also include the institutional asset management business, through which the Company directly and through affiliates, managed financial assets for sophisticated institutional investors. This business included Evercore Casa de Bolsa, S.A. de C.V. ("ECB"), which was sold during 2020.
Note 2 – Significant Accounting Policies
For a further discussion of the Company's accounting policies, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Basis of Presentation – The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. As permitted by the rules and regulations of the United States Securities and Exchange Commission, the unaudited condensed consolidated financial statements contain certain condensed financial information and exclude certain footnote disclosures normally included in audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The accompanying condensed consolidated financial statements are unaudited and are prepared in accordance with U.S. GAAP. In the opinion of the Company's management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring accruals, necessary to fairly present the accompanying unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2020. The December 31, 2020 Unaudited Condensed Consolidated Statement of Financial Condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for interim periods are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.
The accompanying unaudited condensed consolidated financial statements of the Company are comprised of the consolidation of Evercore LP and Evercore LP's wholly-owned and majority-owned direct and indirect subsidiaries, including Evercore Group L.L.C. ("EGL"), a registered broker-dealer in the U.S. The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any variable interest entities ("VIEs") where the Company is deemed to be the primary beneficiary, when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. The Company reviews factors, including the rights of the equity holders and obligations of equity holders to absorb losses or receive expected residual returns, to determine if the investment is a VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company. The consolidation analysis is generally performed qualitatively. This analysis, which requires judgment, is performed at each reporting date.
Evercore LP is a VIE and the Company is the primary beneficiary. Specifically, the Company has the majority economic interest in Evercore LP and has decision making authority that significantly affects the economic performance of the entity
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
while the limited partners have no kick-out or substantive participating rights. The assets and liabilities of Evercore LP represent substantially all of the consolidated assets and liabilities of the Company with the exception of U.S. corporate taxes and related items, which are presented on the Company's (Parent Company Only) Condensed Statements of Financial Condition in Note 25 to the Company's consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Evercore ISI International Limited ("Evercore ISI U.K."), Evercore Partners International LLP ("Evercore U.K."), Evercore (Japan) Ltd. ("Evercore Japan"), Evercore Consulting (Beijing) Co. Ltd. ("Evercore Beijing") and Evercore Partners Canada Ltd. ("Evercore Canada") are also VIEs, and the Company is the primary beneficiary of these VIEs. Specifically for Evercore ISI U.K., Evercore Japan, Evercore Beijing and Evercore Canada (as of January 1, 2020 for Evercore Canada), the Company provides financial support through transfer pricing agreements with these entities, which exposes the Company to losses that are potentially significant to these entities, and has decision making authority that significantly affects the economic performance of these entities. The Company has the majority economic interest in Evercore U.K. and has decision making authority that significantly affects the economic performance of this entity. The Company included in its Unaudited Condensed Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing and Evercore Canada assets of $ 456,739 and liabilities of $ 163,859 at September 30, 2021 and assets of $ 377,878 and liabilities of $ 164,779 at December 31, 2020.
All intercompany balances and transactions with the Company's subsidiaries have been eliminated upon consolidation.
Reclassifications: During 2021, certain balances on the Unaudited Condensed Consolidated Statements of Operations for prior periods were reclassified to conform to their current presentation.
Commissions and Related Revenue – The Company renamed "Commissions and Related Fees" to "Commissions and Related Revenue" on the Unaudited Condensed Consolidated Statements of Operations and reclassified $ 150 and $ 550 of principal trading gains and losses from the Company's institutional equities business from "Other Revenue, Including Interest and Investments" to "Commissions and Related Revenue" for the three and nine months ended September 30, 2020, respectively.
The prior period reclassifications from "Other Revenue, Including Interest and Investments" to "Commissions and Related Revenue" are as follows: for the three months ended March 31, 2020: $ 185 ; for the three months ended June 30, 2020: $ 215 ; for the three months ended September 30, 2020: $ 150 ; for the three months ended December 31, 2020: $ 375 ; for the three months ended March 31, 2019: ($ 2 ); for the three months ended June 30, 2019: $ 25 ; for the three months ended September 30, 2019: $ 320 ; for the three months ended December 31, 2019: $ 249 .
Note 3 – Recent Accounting Pronouncements
ASU 2019-12 – In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU No. 2019-12, "Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes" ("ASU 2019-12"). ASU 2019-12 provides amendments to ASC 740, "Income Taxes" ("ASC 740") which simplify the accounting for income taxes by removing certain exceptions in ASC 740 and clarify and amend certain existing guidance. The amendments in this update are effective during interim and annual periods beginning after December 15, 2020, with early adoption permitted. The amendments on separate financial statements of legal entities that are not subject to tax should be applied on a retrospective basis for all periods presented, amendments on ownership changes of foreign equity method investments or foreign subsidiaries should be applied on a modified retrospective basis, with a cumulative-effect adjustment recorded through retained earnings as of the beginning of the period of adoption, and all other amendments should be applied prospectively. The Company adopted ASU 2019-12 on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
ASU 2020-01 – In January 2020, the FASB issued ASU No. 2020-01, "Clarifying the Interactions Between Topic 321, 323, and Topic 815" ("ASU 2020-01"). ASU 2020-01 provides amendments to clarify the accounting for certain equity securities when the equity method of accounting is applied or discontinued and scope considerations related to forward contracts and purchased options on certain securities. The amendments in this update are effective during interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2020-01 on January 1, 2021. The adoption of ASU 2020-01 did not have a material impact on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
ASU 2020-06 – In August 2020, the FASB issued ASU No. 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU 2020-06"). ASU 2020-06 provides amendments to reduce the number of models used to account for convertible instruments and to simplify the accounting for contracts in an entity's own equity. ASU 2020-06 also provides amendments to diluted earnings per share calculations, which require entities to use the if-converted method for convertible instruments and to include the effect of potential share settlement from instruments that may be settled in cash or in shares. The amendments in this update are effective during interim and annual periods beginning after December 15, 2021, with early adoption permitted. The amendments should be applied using a modified or full retrospective transition method. The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
Note 4 – Revenue and Accounts Receivable
The following table presents revenue recognized by the Company for the three and nine months ended September 30, 2021 and 2020:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Investment Banking:
Advisory Fees $ 708,333 $ 270,662 $ 1,781,065 $ 965,662
Underwriting Fees 54,381 66,499 181,686 181,182
Commissions and Related Revenue 46,763 44,003 151,014 153,903
Total Investment Banking $ 809,477 $ 381,164 $ 2,113,765 $ 1,300,747
Investment Management:
Asset Management and Administration Fees:
Wealth Management
$ 16,960 $ 13,664 $ 48,092 $ 38,624
Institutional Asset Management
— 361 — 1,101
Total Investment Management $ 16,960 $ 14,025 $ 48,092 $ 39,725
Contract Balances
The change in the Company’s contract assets and liabilities during the following periods primarily reflects timing differences between the Company’s performance and the client’s payment. The Company’s receivables, contract assets and deferred revenue (contract liabilities) for the nine months ended September 30, 2021 and 2020 are as follows:
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Nine Months Ended September 30, 2021
Receivables
(Current) (1)
Receivables
(Long-term) (2)
Contract Assets (Current) (3)
Contract Assets (Long-term) (2)
Deferred Revenue
(Current Contract Liabilities) (4)
Deferred Revenue
(Long-term Contract Liabilities) (5)
Balance at January 1, 2021 $ 368,346 $ 70,975 $ 29,327 $ 5,283 $ 9,373 $ 147
Increase (Decrease) 29,618 6,919 53,477 5,261 ( 2,615 ) —
Balance at September 30, 2021 $ 397,964 $ 77,894 $ 82,804 $ 10,544 $ 6,758 $ 147
For the Nine Months Ended September 30, 2020
Receivables
(Current) (1)
Receivables
(Long-term) (2)
Contract Assets (Current) (3)
Contract Assets (Long-term) (2)
Deferred Revenue
(Current Contract Liabilities) (4)
Deferred Revenue
(Long-term Contract Liabilities) (5)
Balance at January 1, 2020 $ 296,355 $ 63,554 $ 31,525 $ 2,504 $ 2,492 $ 615
Increase (Decrease) ( 13,998 ) ( 580 ) ( 12,244 ) ( 88 ) 9,784 ( 234 )
Balance at September 30, 2020 $ 282,357 $ 62,974 $ 19,281 $ 2,416 $ 12,276 $ 381
(1) Included in Accounts Receivable on the Unaudited Condensed Consolidated Statements of Financial Condition.
(2) Included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(3) Included in Other Current Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(4) Included in Other Current Liabilities on the Unaudited Condensed Consolidated Statements of Financial Condition.
(5) Included in Other Long-term Liabilities on the Unaudited Condensed Consolidated Statements of Financial Condition.
The Company's contract assets represent arrangements in which an estimate of variable consideration has been included in the transaction price and thereby recognized as revenue that precedes the contractual due date. Under ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), revenue is recognized when all material conditions for completion have been met and it is probable that a significant revenue reversal will not occur in a future period.
The Company recognized revenue of $ 13,759 and $ 21,835 on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021, respectively, and $ 5,652 and $ 11,543 for the three and nine months ended September 30, 2020, respectively, that was initially included in deferred revenue within Other Current Liabilities on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition.
Generally, performance obligations under client arrangements will be settled within one year ; therefore, the Company has elected to apply the practical expedient in ASC 606-10-50-14.
The allowance for credit losses for the three and nine months ended September 30, 2021 and 2020 is as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Beginning Balance (1)
$ 2,143 $ 11,125 $ 5,372 $ 9,191
Bad debt expense, net of reversals 1,781 557 15 5,888
Write-offs, foreign currency translation and other adjustments ( 361 ) ( 849 ) ( 1,824 ) ( 4,246 )
Ending Balance $ 3,563 $ 10,833 $ 3,563 $ 10,833
(1) Beginning Balance for the nine months ended September 30, 2020 includes the cumulative-effect adjustment of $ 1,310 , which reflects the increase in the Company's Allowance for Doubtful Accounts as a result of the use of the current expected credit loss model related to the adoption of ASU 2016-13 on January 1, 2020.
The change in the balance during the three and nine months ended September 30, 2021 is primarily related to an increase in the current period provision of expected credit losses, which is also impacted by recoveries of bad debt, as well as the change in the amount of receivables outstanding greater than 120 days at September 30, 2021, and the write-off of aged receivables.
For long-term accounts receivable and long-term contract assets, the Company monitors clients’ creditworthiness based on collection experience and other internal metrics. The following table presents the Company’s long-term accounts receivable
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
and long-term contract assets from the Company's private and secondary fund advisory businesses as of September 30, 2021, by year of origination:
Amortized Cost Basis by Origination Year
2021 2020 2019 2018 2017 Total
Long-term Accounts Receivable and Long-Term Contract Assets $ 48,663 $ 29,271 $ 7,233 $ 3,005 $ 266 $ 88,438
Note 5 – Business Developments, Special Charges, Including Business Realignment Costs, and Intangible Asset Amortization
Business Developments
Sale of ECB Trust Business – On July 2, 2020, the Company completed the sale of the trust business of ECB ("the ECB Trust Business"), which was a part of its Investment Management segment, for a purchase price of MXN 39,500 ($ 1,830 ). As a result of this transaction, the Company deconsolidated assets of $ 475 , representing an allocation of goodwill based on the relative fair value of the business being sold to the total fair value of the Institutional Asset Management reporting unit. This transaction resulted in a pre-tax gain of $ 1,355 included in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020.
Special Charges, Including Business Realignment Costs
The Company recognized $ 8,554 for the three and nine months ended September 30, 2021, as Special Charges, Including Business Realignment Costs, related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with the Company's current investment strategy, the Company decided to wind down during the third quarter of 2021. See Note 8 for further information.
The Company recognized $ 7,380 and $ 39,614 for the three and nine months ended September 30, 2020, respectively, as Special Charges, Including Business Realignment Costs. For the three and nine months ended September 30, 2020, these costs included $ 7,253 and $ 37,558 , respectively, for separation and transition benefits and related costs as a result of the Company's review of its operations, described below, and $ 127 and $ 2,056 , respectively, related to the acceleration of depreciation expense for leasehold improvements and certain other fixed assets in conjunction with the expansion of the Company's headquarters in New York and the Company's business realignment initiatives.
In 2020, the Company completed a review of its operations focused on markets, sectors and people which delivered lower levels of productivity in an effort to attain greater flexibility of operations and better position itself for future growth. This review generated reductions of 8 % of the Company's headcount. See Note 15 for further information.
Intangible Asset Amortization
Expense associated with the amortization of intangible assets for Investment Management was $ 90 and $ 272 for the three and nine months ended September 30, 2021, respectively, and $ 105 and $ 318 for the three and nine months ended September 30, 2020, respectively, included within Depreciation and Amortization expense on the Unaudited Condensed Consolidated Statements of Operations. Expense associated with the amortization of intangible assets for Investment Banking was $ 169 and $ 1,183 for the three and nine months ended September 30, 2020, respectively, included within Depreciation and Amortization expense on the Unaudited Condensed Consolidated Statements of Operations.
Note 6 – Related Parties
Investment Banking Revenue includes advisory fees earned from clients that have Senior Managing Directors and certain Senior Advisors and executives as a member of their Board of Directors of $ 2,635 and $ 26,050 for the three and nine months ended September 30, 2021, respectively, and $ 4,859 and $ 13,628 for the three and nine months ended September 30, 2020, respectively.
Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition includes the long-term portion of loans receivable from certain employees of $ 6,730 and $ 10,159 as of September 30, 2021 and December 31, 2020, respectively. See Note 15 for further information.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 7 – Investment Securities and Certificates of Deposit
The Company's Investment Securities and Certificates of Deposit as of September 30, 2021 and December 31, 2020 were as follows:
September 30, 2021 December 31, 2020
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
Debt Securities $ 452,955 $ 19 $ — $ 452,974 $ 402,824 $ 39 $ — $ 402,863
Equity Securities 666 376 — 1,042 666 — 73 593
Debt Securities Carried by Broker-Dealers 564,837 42 2 564,877 550,002 27 3 550,026
Investment Funds 110,246 26,310 — 136,556 87,612 19,742 — 107,354
Total Investment Securities (carried at fair value) $ 1,128,704 $ 26,747 $ 2 $ 1,155,449 $ 1,041,104 $ 19,808 $ 76 $ 1,060,836
Certificates of Deposit (carried at contract value) 114,512 —
Total Investment Securities and Certificates of Deposit $ 1,269,961 $ 1,060,836
Scheduled maturities of the Company's available-for-sale debt securities as of September 30, 2021 and December 31, 2020 were as follows:
September 30, 2021 December 31, 2020
Amortized
Cost Fair Value Amortized
Cost Fair Value
Due within one year $ 452,955 $ 452,974 $ 402,824 $ 402,863
Total $ 452,955 $ 452,974 $ 402,824 $ 402,863
The Company has the ability and intent to hold available-for-sale securities until a recovery of fair value is equal to an amount approximating its amortized cost, which may be at maturity. Further, the securities are all U.S. Treasuries, and the Company has not incurred credit losses on its securities. As such, the Company does not consider these securities to be impaired at September 30, 2021 and has not recorded a credit allowance on these securities.
Debt Securities
Debt Securities are classified as available-for-sale securities within Investment Securities and Certificates of Deposit on the Unaudited Condensed Consolidated Statements of Financial Condition. These securities are stated at fair value with unrealized gains and losses included in Accumulated Other Comprehensive Income (Loss) and realized gains and losses included in earnings. The Company had net realized gains (losses) of ($ 11 ) for the nine months ended September 30, 2021 and $ 2 and $ 75 for the three and nine months ended September 30, 2020, respectively.
Equity Securities
Equity Securities are carried at fair value with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations. The Company had net realized and unrealized gains (losses) of ($ 520 ) and $ 1,340 for the three and nine months ended September 30, 2021, respectively, and $ 92 and ($ 154 ) for the three and nine months ended September 30, 2020, respectively.
Debt Securities Carried by Broker-Dealers
EGL and other broker-dealer subsidiaries invest in fixed income portfolios consisting primarily of U.S. Treasury bills, municipal bonds and other debt securities. At September 30, 2021 and December 31, 2020, this portfolio consisted solely of U.S. Treasury bills. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations, as required for broker-dealers in
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
securities. The Company had net realized and unrealized gains (losses) of $ 26 and $ 17 for the three and nine months ended September 30, 2021, respectively, and ($ 1,240 ) for the nine months ended September 30, 2020.
Included in Investment Securities above at December 31, 2020, are $ 99,983 of U.S. Treasury bills purchased on December 31, 2020, which did not settle until January 4, 2021. As of December 31, 2020, the Company had a payable to the broker for securities purchased of $ 99,983 recorded in Other Current Liabilities on the Unaudited Condensed Consolidated Statement of Financial Condition.
Investment Funds
The Company invests in a portfolio of exchange-traded funds as an economic hedge against its deferred cash compensation program. See Note 15 for further information. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations. The Company had net realized and unrealized gains (losses) of ($ 195 ) and $ 15,807 for the three and nine months ended September 30, 2021, respectively, and $ 7,798 and $ 5,008 for the three and nine months ended September 30, 2020, respectively.
The Company periodically enters into futures contracts as an economic hedge against its deferred cash compensation program. See Note 16 for further information.
Certificates of Deposit
At September 30, 2021, the Company held certificates of deposit of $ 114,512 with certain banks with original maturities of four months or less when purchased.
Note 8 – Investments
The Company's investments reported on the Unaudited Condensed Consolidated Statements of Financial Condition consist of investments in unconsolidated affiliated companies, other investments in private equity partnerships, equity securities in private companies and investments in G5 Holdings S.A. ("G5") (through June 25, 2021, the date G5 repaid its outstanding debentures with the Company in full), Glisco Manager Holdings LP and Trilantic Capital Partners ("Trilantic"). The Company's investments are relatively high-risk and illiquid assets.
The Company's investments in ABS Investment Management Holdings, LP and ABS Investment Management GP LLC (collectively, "ABS"), Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff"), Luminis Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore", from July 2021 onward) are in voting interest entities. The Company's share of earnings (losses) from these investments is included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
The Company also has investments in private equity partnerships which consist of investment interests in private equity funds which are voting interest entities. Realized and unrealized gains and losses on private equity investments are included within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
Equity Method Investments
A summary of the Company's investments accounted for under the equity method of accounting as of September 30, 2021 and December 31, 2020 was as follows:
September 30, 2021 December 31, 2020
ABS $ 38,124 $ 41,439
Atalanta Sosnoff 11,670 11,950
Luminis 6,068 6,119
Seneca Evercore 488 —
Total $ 56,350 $ 59,508
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
ABS
On December 29, 2011, the Company made an investment accounted for under the equity method of accounting in ABS Investment Management, LLC. Effective as of September 1, 2018, ABS Investment Management, LLC underwent an internal reorganization pursuant to which the Company contributed its ownership interest in ABS Investment Management, LLC to ABS in exchange for ownership interests in ABS Investment Management Holdings LP and ABS Investment Management GP LLC. Taken together, the ownership interests in ABS Investment Management Holdings LP and ABS Investment Management GP LLC are substantially equivalent to the contributed ownership interests in ABS Investment Management, LLC. At September 30, 2021, the Company's ownership interest in ABS was 46 %. This investment resulted in earnings of $ 2,234 and $ 6,724 for the three and nine months ended September 30, 2021, respectively, and $ 1,917 and $ 5,740 for the three and nine months ended September 30, 2020, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
Atalanta Sosnoff
On December 31, 2015, the Company amended the Operating Agreement with Atalanta Sosnoff and deconsolidated its assets and liabilities, accounting for its interest under the equity method of accounting from that date forward. At September 30, 2021, the Company's economic ownership interest in Atalanta Sosnoff was 49 %. This investment resulted in earnings of $ 883 and $ 2,093 for the three and nine months ended September 30, 2021, respectively, and $ 624 and $ 1,641 for the three and nine months ended September 30, 2020, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
Luminis
On January 1, 2017, the Company acquired an interest in Luminis and accounted for its interest under the equity method of accounting. At September 30, 2021, the Company's ownership interest in Luminis was 20 %. This investment resulted in earnings of $ 564 and $ 1,282 for the three and nine months ended September 30, 2021, respectively, and $ 570 and $ 1,171 for the three and nine months ended September 30, 2020, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
Seneca Evercore
On July 7, 2021, the Company acquired a 20 % interest in Seneca Evercore for $ 500 and maintains proportional representation on the board of directors of Seneca Evercore (but not less than one director) following this transaction. The Company accounts for its interest under the equity method of accounting.
Other
The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees. The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 79 and $ 237 for the three and nine months ended September 30, 2021 and 2020, respectively.
The Company assesses its equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
Debt Security Investment
On December 31, 2017, the Company exchanged all of its outstanding equity interests in G5 for debentures of G5. The Company previously recorded its investment in G5 as a held-to-maturity debt security within Investments on the Unaudited Condensed Consolidated Statement of Financial Condition. These securities were mandatorily redeemable on December 31, 2027, or earlier, subject to the occurrence of certain events. The Company was accreting its investment to its redemption value ratably, or on an accelerated basis if certain revenue thresholds were met by G5, from December 31, 2017 to December 31, 2027. This investment was subject to currency translation from the Brazilian real to the U.S. dollar, included in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations. This investment had a balance of $ 7,385 as of December 31, 2020.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
On June 25, 2021, G5 repaid its outstanding debentures with the Company in full, resulting in a gain of $ 4,374 , included in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2021.
Investments in Private Equity
Private Equity Funds
The Company's investments related to private equity partnerships and associated entities include investments in Glisco Partners II, L.P. ("Glisco II"), Glisco Partners III, L.P. ("Glisco III"), Glisco Capital Partners IV ("Glisco IV"), Trilantic Capital Partners Associates IV, L.P. ("Trilantic IV"), Trilantic Capital Partners V, L.P. ("Trilantic V") and Trilantic Capital Partners VI (North America), L.P. ("Trilantic VI"). Portfolio holdings of the private equity funds are carried at fair value. Accordingly, the Company reflects its pro rata share of unrealized gains and losses occurring from changes in fair value. Additionally, the Company reflects its pro rata share of realized gains, losses and carried interest associated with any investment realizations.
A summary of the Company's investments in the private equity funds as of September 30, 2021 and December 31, 2020 was as follows:
September 30, 2021 December 31, 2020
Glisco II, Glisco III and Glisco IV $ 3,633 $ 2,802
Trilantic IV, Trilantic V and Trilantic VI 9,896 9,293
Total Private Equity Funds $ 13,529 $ 12,095
Net realized and unrealized gains (losses) on private equity fund investments were ($ 460 ) and ($ 438 ) for the three and nine months ended September 30, 2021, respectively, and $ 697 and ($ 1,646 ) for the three and nine months ended September 30, 2020, respectively. In the event the funds perform poorly, the Company may be obligated to repay certain carried interest previously distributed. As of September 30, 2021, $ 785 of previously distributed carried interest received from the funds was subject to repayment.
General Partners of Private Equity Funds which are VIEs
Following the Glisco transaction, the Company concluded that Glisco Capital Partners II, Glisco Capital Partners III and Glisco Manager Holdings LP are VIEs and that the Company is not the primary beneficiary of these VIEs. The Company's assessment of the primary beneficiary of these entities included assessing which parties have the power to significantly impact the economic performance of these entities and the obligation to absorb losses, which could be potentially significant to the entities, or the right to receive benefits from the entities that could be potentially significant. Neither the Company nor its related parties will have the ability to make decisions that significantly impact the economic performance of these entities. Further, as a limited partner in these entities, the Company does not possess substantive participating rights. The Company had assets of $ 3,617 and $ 3,083 included in its Unaudited Condensed Consolidated Statements of Financial Condition at September 30, 2021 and December 31, 2020, respectively, related to these unconsolidated VIEs, representing the carrying value of the Company's investments in the entities. The Company's exposure to the obligations of these VIEs is generally limited to its investments in these entities. The Company's maximum exposure to loss as of September 30, 2021 and December 31, 2020 was $ 5,980 and $ 5,572 , respectively, which represents the carrying value of the Company's investments in these VIEs, as well as any unfunded commitments to the current and future funds.
Investment in Trilantic Capital Partners
In 2010, the Company made a limited partnership investment in Trilantic in exchange for 500 Class A partnership units of Evercore LP ("Class A LP Units") having a fair value of $ 16,090 . This investment gave the Company the right to invest in Trilantic's current and future private equity funds, beginning with Trilantic Fund IV. The Company accounted for this investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company has a $ 5,000 commitment to invest in Trilantic Fund V, of which $ 348 was unfunded at September 30, 2021. The Company also has a $ 12,000 commitment to invest in Trilantic Fund VI, of which $ 5,762 was unfunded at September 30, 2021.
During the third quarter of 2021, consistent with the Company's current investment strategy, the Company decided to wind down its investment relationship with Trilantic. Accordingly, the Company wrote-off its remaining carrying value of its investment in Trilantic Capital Partners as of September 30, 2021, as well as certain amounts allocated to fund investments exceeding net asset value at September 30, 2021. As a result, the Company recorded an aggregate charge of $ 8,554 within
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Special Charges, Including Business Realignment Costs, for the three and nine months ended September 30, 2021. See above in "Investments in Private Equity" for further information.
Other Investments
In certain instances, the Company receives equity securities in private companies in exchange for advisory services. These investments, which had a balance of $ 673 and $ 683 as of September 30, 2021 and December 31, 2020, respectively, are accounted for at their cost minus impairment, if any, plus or minus changes resulting from observable price changes.
Following the Glisco transaction in 2016, the Company recorded an investment in Glisco Manager Holdings LP representing the fair value of the deferred consideration resulting from this transaction. This investment is accounted for at its cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company amortizes the balance of its investment as distributions are received related to the deferred consideration. This investment had a balance of $ 221 and $ 387 as of September 30, 2021 and December 31, 2020, respectively.
Note 9 – Leases
Operating Leases – The Company leases office space under non-cancelable lease agreements, which expire on various dates through 2035. The lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company reflects lease expense over the lease terms on a straight-line basis. Occupancy lease agreements, in addition to base rentals, generally are subject to escalation provisions based on certain costs incurred by the landlord. The Company does not have any leases with variable lease payments. Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office space of $ 12,563 and $ 37,063 for the three and nine months ended September 30, 2021, respectively, and $ 12,248 and $ 36,272 for the three and nine months ended September 30, 2020, respectively, and variable lease cost of $ 1,502 and $ 5,120 for the three and nine months ended September 30, 2021, respectively, and $ 1,841 and $ 4,696 for the three and nine months ended September 30, 2020, respectively.
On June 10, 2021, the Company entered into lease agreements to take on an additional 14 rentable square feet at its 1 Stanhope Gate office in London, U.K. The approximate additional annual expense under these lease agreements, net of certain lease incentives, is £ 1,081 and the lease term is June 10, 2021 through March 24, 2027.
In conjunction with the lease of office space, the Company has entered into letters of credit in the amounts of $ 5,616 and $ 5,550 as of September 30, 2021 and December 31, 2020, respectively, which are secured by cash that is included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
The Company has entered into various operating leases for the use of office equipment (primarily computers, printers, copiers and other information technology related equipment). Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office equipment of $ 1,332 and $ 3,983 for the three and nine months ended September 30, 2021, respectively, and $ 1,170 and $ 3,497 for the three and nine months ended September 30, 2020, respectively.
The Company uses its secured incremental borrowing rate to determine the present value of its right-of-use assets and lease liabilities. The determination of an appropriate incremental borrowing rate requires significant assumptions and judgment. The Company's incremental borrowing rate was calculated based on the Company's recent debt issuances and current market conditions. The Company scales the rates appropriately depending on the life of the leases.
The Company incurred net operating cash outflows of $ 31,714 and $ 22,469 for the nine months ended September 30, 2021 and 2020, respectively, related to its operating leases, which was net of cash received from lease incentives of $ 8,924 and $ 10,267 for the nine months ended September 30, 2021 and 2020, respectively.
Other information as it relates to the Company's operating leases is as follows:
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
New Right-of-Use Assets obtained in exchange for new operating lease liabilities $ 1,657 $ 19,818 $ 15,665 $ 107,986
September 30, 2021 September 30, 2020
Weighted-average remaining lease term - operating leases 11.2 years 11.5 years
Weighted-average discount rate - operating leases 4.00 % 4.11 %
As of September 30, 2021, the maturities of the undiscounted operating lease liabilities for which the Company has commenced use are as follows:
2021 (October 1 through December 31) $ 14,377
2022 55,594
2023 40,337
2024 32,671
2025 34,854
Thereafter 250,424
Total lease payments 428,257
Less: Tenant Improvement Allowances ( 6,575 )
Less: Imputed Interest ( 85,050 )
Present value of lease liabilities 336,632
Less: Current lease liabilities ( 44,837 )
Long-term lease liabilities $ 291,795
In conjunction with the lease agreement to expand its headquarters at 55 East 52nd St., New York, New York, and lease agreements at certain other locations, the Company entered into leases for office space which have not yet commenced and thus are not yet included on the Company's Unaudited Condensed Consolidated Statements of Financial Condition as right-of-use assets and lease liabilities. The Company anticipates that it will take possession of these spaces by the end of 2023. These spaces will have lease terms of 1 to 13 years once the Company has taken possession. The additional future payments under these arrangements are $ 199,237 as of September 30, 2021.
In conjunction with its lease agreements at 55 East 52nd St., New York, New York, the Company has an option, subject to definitive documentation, to take on an additional 30 rentable square feet of office space, which it exercised during October 2021. The Company anticipates that it will take possession of this space during 2023. The expected approximate additional annual expense under this lease agreement, net of certain lease incentives, is $ 2,200 and the lease term will end on December 31, 2035.
Note 10 – Fair Value Measurements
ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820") establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily-available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 include listed equities, listed derivatives and treasury bills. As required by ASC 820, the
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. The estimated fair values of corporate bonds, municipal bonds and other debt securities held at September 30, 2021 and December 31, 2020 are based on prices provided by external pricing services.
Level 3 – Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.
The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020:
September 30, 2021
Level 1 Level 2 Level 3 Total
Debt Securities Carried by Broker-Dealers $ 564,877 $ — $ — $ 564,877
Other Debt and Equity Securities (1)
460,916 — — 460,916
Investment Funds 136,556 — — 136,556
Total Assets Measured At Fair Value $ 1,162,349 $ — $ — $ 1,162,349
December 31, 2020
Level 1 Level 2 Level 3 Total
Debt Securities Carried by Broker-Dealers $ 550,026 $ — $ — $ 550,026
Other Debt and Equity Securities (1)
410,456 — — 410,456
Investment Funds 107,354 — — 107,354
Total Assets Measured At Fair Value $ 1,067,836 $ — $ — $ 1,067,836
(1) Includes $ 6,900 and $ 7,000 of treasury bills and notes classified within Cash and Cash Equivalents on the Unaudited Condensed Consolidated Statements of Financial Condition as of September 30, 2021 and December 31, 2020, respectively.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
The carrying amount and estimated fair value of the Company's financial instrument assets and liabilities, which are not measured at fair value on the Unaudited Condensed Consolidated Statements of Financial Condition, are listed in the tables below.
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
September 30, 2021
Carrying Estimated Fair Value
Amount Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and Cash Equivalents $ 471,919 $ 471,919 $ — $ — $ 471,919
Certificates of Deposit 114,512 — 114,512 — 114,512
Receivables (1)
475,858 — 471,843 — 471,843
Contract Assets (2)
93,348 — 92,741 — 92,741
Receivable from Employees and Related Parties 21,596 — 21,596 — 21,596
Closely-held Equity Securities 673 — — 673 673
Financial Liabilities:
Accounts Payable and Accrued Expenses $ 45,528 $ — $ 45,528 $ — $ 45,528
Payable to Employees and Related Parties 33,622 — 33,622 — 33,622
Notes Payable 375,991 — 393,931 — 393,931
December 31, 2020
Carrying Estimated Fair Value
Amount Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and Cash Equivalents $ 822,598 $ 822,598 $ — $ — $ 822,598
Debt Security Investment 7,385 — — 7,385 7,385
Receivables (1)
439,321 — 434,083 — 434,083
Contract Assets (2)
34,610 — 34,052 — 34,052
Receivable from Employees and Related Parties 23,593 — 23,593 — 23,593
Closely-held Equity Securities 683 — — 683 683
Financial Liabilities:
Accounts Payable and Accrued Expenses $ 37,961 $ — $ 37,961 $ — $ 37,961
Payable to Employees and Related Parties 24,047 — 24,047 — 24,047
Notes Payable (3)
376,492 — 409,682 — 409,682
(1) Includes Accounts Receivable, as well as long-term receivables, which are included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(2) Includes current and long-term contract assets included in Other Current Assets and Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
(3) Includes current and long-term Notes Payable included in Current Portion of Notes Payable and Notes Payable on the Unaudited Condensed Consolidated Statements of Financial Condition.
Note 11 – Notes Payable
On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes, including: $ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 5.23 % Series B senior notes due March 30, 2023 (the "Series B Notes"), $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 (the "Series C Notes") and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the "2016 Private Placement Notes"), pursuant to a note purchase agreement (the "2016 Note Purchase Agreement") dated as of March 30, 2016, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
In March 2021, the Company repaid the $ 38,000 aggregate principal amount of its Series A Notes.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Interest on the 2016 Private Placement Notes is payable semi-annually and the 2016 Private Placement Notes are guaranteed by certain of the Company's domestic subsidiaries. The Company may, at its option, prepay all, or from time to time any part of, the 2016 Private Placement Notes (without regard to Series), in an amount not less than 5 % of the aggregate principal amount of the 2016 Private Placement Notes then outstanding at 100 % of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2016 Private Placement Notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the 2016 Private Placement Notes plus accrued and unpaid interest to the prepayment date. The 2016 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio, a minimum tangible net worth and a minimum interest coverage ratio, and customary events of default. As of September 30, 2021, the Company was in compliance with all of these covenants.
On August 1, 2019, the Company issued $ 175,000 and £ 25,000 of senior unsecured notes through private placement. These notes reflect a weighted average life of 12 years and a weighted average stated interest rate of 4.26 %. These notes include: $ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029 (the "Series E Notes"), $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031 (the "Series F Notes"), $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 (the "Series G Notes") and £ 25,000 aggregate principal amount of its 3.33 % Series H senior notes due August 1, 2033 (the "Series H Notes" and together with the Series E Notes, the Series F Notes and the Series G Notes, the "2019 Private Placement Notes"), each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019 (the "2019 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
Interest on the 2019 Private Placement Notes is payable semi-annually and the 2019 Private Placement Notes are guaranteed by certain of the Company's domestic subsidiaries. The Company may, at its option, prepay all, or from time to time any part of, the 2019 Private Placement Notes (without regard to Series), in an amount not less than 5 % of the aggregate principal amount of the 2019 Private Placement Notes then outstanding at 100 % of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2019 Private Placement Notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the 2019 Private Placement Notes plus accrued and unpaid interest to the prepayment date. The 2019 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio and a minimum tangible net worth, and customary events of default. As of September 30, 2021, the Company was in compliance with all of these covenants.
On March 29, 2021, the Company issued an aggregate of $ 38,000 of senior notes, comprised of $ 38,000 aggregate principal amount of its 1.97 % Series I senior notes due August 1, 2025 (the "Series I Notes" or the "2021 Private Placement Notes"), pursuant to a note purchase agreement (the "2021 Note Purchase Agreement") dated as of March 29, 2021, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
Interest on the 2021 Private Placement Notes is payable semi-annually and the 2021 Private Placement Notes are guaranteed by certain of the Company's domestic subsidiaries. The Company may, at its option, prepay all, or from time to time any part of, the 2021 Private Placement Notes, in an amount not less than 5 % of the aggregate principal amount of the 2021 Private Placement Notes then outstanding at 100 % of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2021 Private Placement Notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the 2021 Private Placement Notes plus accrued and unpaid interest to the prepayment date. The 2021 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio and a minimum tangible net worth, and customary events of default. As of September 30, 2021, the Company was in compliance with all of these covenants.
Notes Payable is comprised of the following as of September 30, 2021 and December 31, 2020:
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Carrying Value (a)
Note Maturity Date Effective Annual Interest Rate September 30, 2021 December 31, 2020
Evercore Inc. 4.88 % Series A Senior Notes
3/30/2021 5.16 % $ — $ 37,974
Evercore Inc. 5.23 % Series B Senior Notes
3/30/2023 5.44 % 66,797 66,702
Evercore Inc. 5.48 % Series C Senior Notes
3/30/2026 5.64 % 47,695 47,651
Evercore Inc. 5.58 % Series D Senior Notes
3/30/2028 5.72 % 16,870 16,858
Evercore Inc. 4.34 % Series E Senior Notes
8/1/2029 4.46 % 74,386 74,325
Evercore Inc. 4.44 % Series F Senior Notes
8/1/2031 4.55 % 59,491 59,449
Evercore Inc. 4.54 % Series G Senior Notes
8/1/2033 4.64 % 39,650 39,627
Evercore Inc. 3.33 % Series H Senior Notes
8/1/2033 3.42 % 33,417 33,906
Evercore Inc. 1.97 % Series I Senior Notes
8/1/2025 2.20 % 37,685 —
Total $ 375,991 $ 376,492
Less: Current Portion of Notes Payable — ( 37,974 )
Notes Payable $ 375,991 $ 338,518
(a) Carrying value has been adjusted to reflect the presentation of debt issuance costs as a direct reduction from the related liability.
Note 12 – Evercore Inc. Stockholders' Equity
Dividends – The Company's Board of Directors declared on October 26, 2021, a quarterly cash dividend of $ 0.68 per share, to the holders of record of shares of Class A common stock ("Class A Shares") as of November 26, 2021, which will be paid on December 10, 2021. During the three and nine months ended September 30, 2021, the Company declared and paid dividends of $ 0.68 and $ 1.97 per share, respectively, totaling $ 26,656 and $ 79,584 , respectively, and accrued deferred cash dividends on unvested restricted stock units ("RSUs"), totaling $ 3,622 and $ 10,718 , respectively. The Company also paid deferred cash dividends of $ 126 and $ 12,338 during the three and nine months ended September 30, 2021, respectively. During the three and nine months ended September 30, 2020, the Company declared and paid dividends of $ 0.58 and $ 1.74 per share, respectively, totaling $ 23,586 and $ 70,348 , respectively, and accrued deferred cash dividends on unvested RSUs, totaling $ 3,348 and $ 10,266 , respectively. The Company also paid deferred cash dividends of $ 182 and $ 10,949 during the three and nine months ended September 30, 2020, respectively.
Treasury Stock – During the three months ended September 30, 2021, the Company purchased 21 Class A Shares from employees at an average cost per share of $ 137.39 , primarily for the net settlement of stock-based compensation awards, and 772 Class A Shares at an average cost per share of $ 132.52 pursuant to the Company's share repurchase program. The aggregate 793 Class A Shares were purchased at an average cost per share of $ 132.64 , and the result of these purchases was an increase in Treasury Stock of $ 105,147 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021.
During the nine months ended September 30, 2021, the Company purchased 955 Class A Shares from employees at an average cost per share of $ 117.46 , primarily for the net settlement of stock-based compensation awards, and 3,146 Class A Shares at an average cost per share of $ 132.79 pursuant to the Company's share repurchase program. The aggregate 4,101 Class A Shares were purchased at an average cost per share of $ 129.22 , and the result of these purchases was an increase in Treasury Stock of $ 529,953 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021.
LP Units – During the three and nine months ended September 30, 2021, 0.3 and 141 Evercore LP partnership units ("LP Units"), respectively, were exchanged for Class A Shares, resulting in increases to Common Stock of $ 1 for the nine months ended September 30, 2021, and Additional Paid-In-Capital of $ 13 and $ 6,759 for the three and nine months ended September 30, 2021, respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021.
Accumulated Other Comprehensive Income (Loss) – As of September 30, 2021, Accumulated Other Comprehensive Income (Loss) on the Company's Unaudited Condensed Consolidated Statement of Financial Condition includes an
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
accumulated Unrealized Gain (Loss) on Securities and Investments, net, and Foreign Currency Translation Adjustment Gain (Loss), net, of ($ 5,594 ) and ($ 8,131 ), respectively.
Note 13 – Noncontrolling Interest
Noncontrolling Interest recorded in the unaudited condensed consolidated financial statements of the Company relates to the following approximate interests in certain consolidated subsidiaries, which are not owned by the Company. In circumstances where the governing documents of the entity to which the noncontrolling interest relates require special allocations of profits or losses to the controlling and noncontrolling interest holders, the net income or loss of these entities is allocated based on these special allocations.
September 30,
2021 2020
Subsidiary:
Evercore LP 11 % 11 %
Evercore Wealth Management ("EWM") (1)
26 % 24 %
Real Estate Capital Advisory ("RECA") (2)
40 % 38 %
(1) Noncontrolling Interests represent a blended rate for multiple classes of interests in EWM.
(2) Noncontrolling Interests represent the Class R Interests of Private Capital Advisory L.P.
The Noncontrolling Interests for Evercore LP, EWM and RECA have rights, in certain circumstances, to convert into Class A Shares.
Changes in Noncontrolling Interest for the three and nine months ended September 30, 2021 and 2020 were as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Beginning balance $ 274,296 $ 231,622 $ 258,428 $ 256,534
Comprehensive Income:
Net Income Attributable to Noncontrolling Interest 29,577 8,510 74,346 27,031
Other Comprehensive Income (Loss) ( 1,109 ) 986 ( 706 ) ( 781 )
Total Comprehensive Income 28,468 9,496 73,640 26,250
Evercore LP Units Exchanged for Class A Shares ( 13 ) ( 8 ) ( 6,760 ) ( 33,762 )
Amortization and Vesting of LP Units 2,946 4,231 9,053 9,926
Other Items:
Distributions to Noncontrolling Interests ( 16,126 ) ( 9,253 ) ( 45,768 ) ( 23,262 )
Issuance of Noncontrolling Interest 1,072 — 2,417 540
Purchase of Noncontrolling Interest — — ( 367 ) ( 138 )
Total Other Items ( 15,054 ) ( 9,253 ) ( 43,718 ) ( 22,860 )
Ending balance $ 290,643 $ 236,088 $ 290,643 $ 236,088
Other Comprehensive Income – Other Comprehensive Income (Loss) Attributed to Noncontrolling Interest includes Unrealized Gain (Loss) on Securities and Investments, net, of ($ 125 ) and ($ 57 ) for the three and nine months ended September 30, 2021, respectively, and ($ 3 ) and ($ 254 ) for the three and nine months ended September 30, 2020, respectively, and Foreign
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Currency Translation Adjustment Gain (Loss), net, of ($ 984 ) and ($ 649 ) for the three and nine months ended September 30, 2021, respectively, and $ 989 and ($ 527 ) for the three and nine months ended September 30, 2020, respectively.
LP Units Exchanged – During the three and nine months ended September 30, 2021, 0.3 and 141 LP Units, respectively, were exchanged for Class A Shares. This resulted in a decrease to Noncontrolling Interest of $ 13 and $ 6,760 for the three and nine months ended September 30, 2021, respectively, and an increase to Additional-Paid-In-Capital of $ 13 and $ 6,759 for the three and nine months ended September 30, 2021, respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021. See Note 12 for further information.
Interests Issued – During the first quarter and third quarter of 2021, certain employees of EWM purchased EWM Class A Units, at fair value, resulting in an increase to Noncontrolling Interest of $ 975 and $ 200 , respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021.
During the third quarter of 2021, certain employees of RECA purchased Class R Interests of Private Capital Advisory L.P., at fair value, resulting in an increase to Noncontrolling Interest of $ 872 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021.
Interests Purchased – During the first quarter of 2021, the Company purchased, at fair value, an additional 1 % of the EWM Class A Units for $ 3,170 , which was settled in cash during the nine months ended September 30, 2021. This purchase resulted in a decrease to Noncontrolling Interest of $ 344 and a decrease to Additional Paid-In-Capital of $ 2,826 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021.
During the first quarter of 2020, the Company purchased, at fair value, an additional 1 % of the EWM Class A Units for $ 1,703 (which was paid in cash of $ 851 and $ 852 during the nine months ended September 30, 2021 and 2020, respectively). This purchase resulted in a decrease to Noncontrolling Interest of $ 138 and a decrease to Additional Paid-In-Capital of $ 1,565 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2020.
Note 14 – Net Income Per Share Attributable to Evercore Inc. Common Shareholders
The calculations of basic and diluted net income per share attributable to Evercore Inc. common shareholders for the three and nine months ended September 30, 2021 and 2020 are described and presented below.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders $ 159,545 $ 42,610 $ 444,256 $ 130,197
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs 39,467 40,694 40,492 40,441
Basic net income per share attributable to Evercore Inc. common shareholders $ 4.04 $ 1.05 $ 10.97 $ 3.22
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders $ 159,545 $ 42,610 $ 444,256 $ 130,197
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares (b) (b) (b) (b)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above (b) (b) (b) (b)
Diluted net income attributable to Evercore Inc. common shareholders
$ 159,545 $ 42,610 $ 444,256 $ 130,197
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs 39,467 40,694 40,492 40,441
Assumed exchange of LP Units for Class A Shares (a)(b)
— — — 96
Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs and deferred consideration, as calculated using the Treasury Stock Method 2,750 1,249 2,625 1,248
Shares that are contingently issuable (c)
480 400 480 400
Diluted weighted average Class A Shares outstanding 42,697 42,343 43,597 42,185
Diluted net income per share attributable to Evercore Inc. common shareholders $ 3.74 $ 1.01 $ 10.19 $ 3.09
(a) The Company previously had outstanding Class J limited partnership units of Evercore LP ("Class J LP Units"), which converted into Class E limited partnership units of Evercore LP ("Class E LP Units") and ultimately became exchangeable into Class A Shares on a one -for-one basis. As of September 30, 2021 and 2020, no Class J LP Units remained issued or outstanding. See Note 15 for further information. During the nine months ended September 30, 2020, the Class J LP Units were dilutive and consequently the effect of their exchange into Class A Shares has been included in the calculation of diluted net income per share attributable to Evercore Inc. common shareholders under the if-converted method. In computing this adjustment, the Company assumes that all Class J LP Units are converted into Class A Shares.
(b) The Company has outstanding Class A and E LP Units, which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis. During the three and nine months ended September 30, 2021 and 2020, the Class A and E LP Units were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income per share attributable to Evercore Inc. common shareholders. The units that would have been included in the denominator of the computation of diluted net income per share attributable to Evercore Inc. common shareholders if the effect would have been dilutive were 4,840 and 4,871 for the three and nine months ended September 30, 2021, respectively, and 5,070 and 5,161 for the three and nine months ended September 30, 2020, respectively. The
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
adjustment to the numerator, diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $ 19,925 and $ 54,096 for the three and nine months ended September 30, 2021, respectively, and $ 6,560 and $ 18,990 for the three and nine months ended September 30, 2020, respectively. In computing this adjustment, the Company assumes that all vested Class A LP Units and all Class E LP Units are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Inc. and that the Company is subject to the statutory tax rates of a C-Corporation under a conventional corporate tax structure in the U.S. at prevailing corporate tax rates. The Company does not anticipate that the Class A and E LP Units will result in a dilutive computation in future periods.
(c) The Company has outstanding Class I-P units of Evercore LP ("Class I-P Units") which are contingently exchangeable into Class I limited partnership units of Evercore LP ("Class I LP Units"), and ultimately Class A Shares, and outstanding Class K-P units of Evercore LP ("Class K-P Units") which are contingently exchangeable into Class K limited partnership units of Evercore LP ("Class K LP Units"), and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved. For the purposes of calculating diluted net income per share attributable to Evercore Inc. common shareholders, the Company's Class I-P Units and Class K-P Units are included in diluted weighted average Class A Shares outstanding as of the beginning of the period in which all necessary performance conditions have been satisfied. If all necessary performance conditions have not been satisfied by the end of the period, the number of shares that are included in diluted weighted average Class A Shares outstanding is based on the number of shares that would be issuable if the end of the reporting period were the end of the performance period. The Units that were assumed to be converted to an equal number of Class A Shares for purposes of computing diluted net income per share attributable to Evercore Inc. common shareholders were 480 for each of the three and nine months ended September 30, 2021, and 400 for each of the three and nine months ended September 30, 2020.
The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company. The shares of Class B common stock do not share in the earnings of the Company and no earnings are allocable to such class. Accordingly, basic and diluted net income per share of Class B common stock have not been presented.
Note 15 – Share-Based and Other Deferred Compensation
LP Units
Equities business – In conjunction with the acquisition of the operating businesses of International Strategy & Investment ("ISI") in 2014, the Company issued Evercore LP units and interests which have been treated as compensation.
In July 2017, the Company exchanged all of the previously outstanding 4,148 Class H limited partnership interests of Evercore LP ("Class H LP Interests") for 1,012 vested ( 963 of which were subject to certain liquidated damages and continued employment provisions) and 938 unvested Class J LP Units. These units converted into an equal amount of Class E LP Units, and became exchangeable into Class A Shares of the Company, ratably on February 15, 2018, 2019 and 2020. These Class J LP Units had the same vesting and delivery schedule, acceleration and forfeiture triggers, and distribution rights as the Class H LP Interests. In connection with this exchange, one share of Class B common stock has been issued to each holder of Class J LP Units, which entitles each holder to one vote on all matters submitted generally to holders of Class A and Class B common stock for each Class E LP Unit and Class J LP Unit held. As the number of Class J LP Units exchanged was within the number of Class H LP Interests that the Company determined were probable of being exchanged on the date of modification, the Company expensed the previously unrecognized grant date fair value of the Class H LP Interests ratably over the remaining vesting period of the Class J LP Units. Compensation expense related to the Class J LP Units was $ 1,067 for the nine months ended September 30, 2020.
On February 15, 2020, 223 Class J LP Units vested and were converted to an equal amount of Class E LP Units. Following the conversion, no Class J LP Units remain issued and outstanding.
Class I-P Units – In November 2016, the Company issued 400 Class I-P Units in conjunction with the appointment of a current Co-Chief Executive Officer (then Executive Chairman). These Class I-P Units convert into a specified number of Class I LP Units, which are exchangeable on a one -for-one basis to Class A Shares, contingent on the achievement of certain market and service conditions, subject to vesting upon specified termination events (including retirement, upon satisfying certain eligibility criteria, on or following January 15, 2022, subject to a one year prior written notice requirement) or a change in control. These Class I-P Units are segregated into two groups of 200 units each, with share price threshold vesting conditions which are required to exceed a certain level for 20 consecutive trading days (which were met as of March 31, 2017). The Company determined the fair value of the award to be $ 24,412 and is expensing the award ratably over the implied service
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
period, which ends on March 1, 2022. As the award contains market-based conditions, the entire expense will be recognized if the award does not vest for any reason other than the service conditions. Compensation expense related to this award was $ 1,130 and $ 3,495 for the three and nine months ended September 30, 2021, respectively, and $ 1,164 and $ 3,468 for the three and nine months ended September 30, 2020, respectively .
Class K-P Units – In November 2017, the Company issued 64 Class K-P Units to an employee of the Company. These Class K-P Units convert into a specified number of Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares), contingent upon the achievement of certain defined benchmark results and continued service through December 31, 2021.
In June 2019, the Company issued 220 Class K-P Units to an employee of the Company. These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares), contingent and based upon the achievement of certain defined benchmark results and continued service through February 4, 2023 for the first tranche, which consists of 120 Class K-P Units, and February 4, 2028 for the second tranche, which consists of 100 Class K-P Units.
These Class K-P Units may convert into a maximum of 460 Class K LP Units, contingent upon the achievement of certain defined benchmarks and continued service, as described above. The Company determined the grant date fair value of these awards probable to vest as of September 30, 2021 to be $ 34,548 , related to 401 Class K LP Units which were probable of achievement, and recognizes expense for these units over the respective service periods. Compensation expense related to the Class K-P Units was $ 1,816 and $ 5,557 for the three and nine months ended September 30, 2021, respectively, and $ 3,066 and $ 5,392 for the three and nine months ended September 30, 2020, respectively.
Class L Interests – In April 2021, the Company's Board of Directors approved the issuance of Class L Interests in Evercore LP ("Class L Interests") to named executive officers of the Company, pursuant to which the named executive officers may receive a discretionary distribution of profits from Evercore LP, to be paid in the first quarter of 2022. Distributions pursuant to these interests are anticipated to be made in lieu of any cash incentive compensation payments which may otherwise have been made to the named executive officers of the Company in respect of their service for 2021. The Company records expense related to these interests as part of its accrual for incentive compensation within Employee Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Operations.
Stock Incentive Plan
During 2020, the Company's stockholders approved the Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the "Amended 2016 Plan"), which amended the prior Amended and Restated 2016 Evercore Inc. Stock Incentive Plan. The Amended 2016 Plan, among other things, authorizes an additional 6,000 shares of the Company's Class A Shares. The Amended 2016 Plan permits the Company to grant to certain employees, directors and consultants incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, RSUs and other awards based on the Company's Class A Shares. The Company intends to use newly-issued Class A Shares to satisfy any awards under the Amended 2016 Plan and its predecessor plan. Class A Shares underlying any award granted under the Amended 2016 Plan that expire, terminate or are canceled or satisfied for any reason without being settled in stock again become available for awards under the plan. The total shares available to be granted in the future under the Amended 2016 Plan was 5,103 as of September 30, 2021.
The Company also grants, at its discretion, dividend equivalents, in the form of unvested RSU awards, or deferred cash dividends, concurrently with the payment of dividends to the holders of Class A Shares, on all unvested RSU grants awarded in conjunction with annual bonuses, as well as new hire awards. The dividend equivalents have the same vesting and delivery terms as the underlying RSU award.
The Company estimates forfeitures in the aggregate compensation cost to be amortized over the requisite service period of its awards. The Company periodically monitors its estimated forfeiture rate and adjusts its assumptions to the actual occurrence of forfeited awards. A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.
Equity Grants – During the nine months ended September 30, 2021, pursuant to the Amended 2016 Plan, the Company granted employees 2,108 RSUs that are Service-based Awards. Service-based Awards granted during the nine months ended September 30, 2021 had grant date fair values of $ 111.03 to $ 141.07 per share, with an average value of $ 119.32 per share, for an aggregate fair value of $ 251,500 , and generally vest ratably over four years . During the nine months ended September 30, 2021, 2,174 Service-based Awards vested and 164 Service-based Awards were forfeited. Compensation expense related to Service-based Awards was $ 52,578 and $ 162,341 for the three and nine months ended September 30, 2021, respectively, and $ 46,880 and $ 147,352 for the three and nine months ended September 30, 2020, respectively.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Deferred Cash
Deferred Cash Compensation Program – The Company's deferred cash compensation program provides participants the ability to elect to receive a portion of their deferred compensation in cash, which is indexed to notional investment portfolios selected by the participant and vests ratably over four years and requires payment upon vesting. The Company granted $ 96,511 of deferred cash awards pursuant to the deferred cash compensation program during the first quarter of 2021.
Compensation expense related to the Company's deferred cash compensation program was $ 31,576 and $ 97,322 for the three and nine months ended September 30, 2021, respectively, and $ 27,193 and $ 85,054 for the three and nine months ended September 30, 2020, respectively . As of September 30, 2021, the Company expects to pay an aggregate of $ 324,682 related to the Company's deferred cash compensation program at various dates through 2025 and total compensation expense related to these awards not yet recognized was $ 193,440 . The weighted-average period over which this compensation cost is expected to be recognized is 24 months. Amounts due pursuant to this program are expensed over the service period of the award and are reflected in Accrued Compensation and Benefits, a component of current liabilities, on the Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021.
Other Deferred Cash Awards – In November 2016, the Company granted a restricted cash award in conjunction with the appointment of a current Co-Chief Executive Officer (then Executive Chairman) with a target payment amount of $ 35,000 , of which $ 11,000 vested on March 1, 2019, $ 6,000 vested on each of March 1, 2020 and 2021, and $ 6,000 is scheduled to vest on each of the next two anniversaries of March 1, 2021, provided that the current Co-Chief Executive Officer continues to remain employed through each such vesting date, subject to vesting upon specified termination events (including retirement, upon satisfying certain eligibility criteria, on or following May 1, 2019, subject to a six month prior written notice requirement) or a change in control. The Company had the discretion to increase (by an amount up to $ 35,000 ) or decrease (by an amount up to $ 8,750 ) the total amount payable under this award.
In 2017, the Company granted deferred cash awards of $ 29,500 to certain employees. These awards vest in five equal installments over the period ending June 30, 2022, subject to continued employment. The Company recognizes expense for these awards ratably over the vesting period.
In addition, the Company periodically grants deferred cash awards to certain employees. The Company recognizes expense for these awards ratably over the vesting period.
Compensation expense related to other deferred cash awards was $ 2,555 and $ 8,076 for the three and nine months ended September 30, 2021, respectively, and $ 2,971 and $ 10,124 for the three and nine months ended September 30, 2020, respectively.
Long-term Incentive Plan
The Company's Long-term Incentive Plan provides for incentive compensation awards to Advisory Senior Managing Directors, excluding executive officers of the Company, who exceed defined benchmark results over four-year performance periods beginning January 1, 2017 (the "2017 Long-term Incentive Plan") and January 1, 2021 (the "2021 Long-term Incentive Plan", which was approved by the Company's Board of Directors in April 2021 and modified in July 2021). Remaining amounts due pursuant to the 2017 and 2021 Long-term Incentive Plans, which aggregate $ 48,455 of current liabilities and $ 52,218 of long-term liabilities on the Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2021, are due to be paid, in cash or Class A Shares, at the Company's discretion, in equal installments in the first quarter of 2022 and 2023 (for the 2017 Long-term Incentive Plan), and in the first quarter of 2025, 2026 and 2027 (for the 2021 Long-term Incentive Plan), subject to employment at the time of payment. The performance period for the 2017 Long-term Incentive Plan ended on December 31, 2020 and the first cash distribution pursuant to this plan of $ 48,461 was made in March 2021. Awards issued under the 2017 Long-term Incentive Plan are subject to retirement eligibility requirements after the performance criteria has been achieved. The Company periodically assesses the probability of the benchmarks being achieved and expenses the probable payout over the requisite service period of the award. During the first half of 2020, in assessing the potential impact of the COVID-19 pandemic on the Company's full year 2020 results, management determined it would be appropriate to decrease its expectation for the probable payout of the 2017 Long-term Incentive Plan, which included a review of both historical and projected performance for those eligible under the plan. As markets continued to stabilize during the third quarter of 2020 and Advisory activity increased, management determined it would be appropriate to increase its expectation for the probable payout of the plan. The Company recorded $ 16,877 and $ 29,979 of compensation expense for the three and nine months ended September 30, 2021, respectively, and $ 9,160 and $ 5,339 of compensation expense for the three and nine months ended September 30, 2020, respectively.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
As of September 30, 2021, the total remaining expense to be recognized for the 2017 Long-term Incentive Plan over the future vesting period ending March 15, 2023 is $ 13,411 . As of September 30, 2021, the total remaining expense to be recognized for the 2021 Long-term Incentive Plan over the future vesting period ending March 15, 2027, based on the current anticipated probable payout for the plan, is $ 181,888 .
Employee Loans Receivable
Periodically, the Company provides new and existing employees with cash payments in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements ranging from one to five years and in certain circumstances, subject to the achievement of performance requirements. Generally, the terms of these awards include a requirement of either full or partial repayment of these awards based on the terms of their employment agreements with the Company. In circumstances where the employee meets the Company's minimum credit standards, the Company amortizes these awards to compensation expense over the relevant service period, which is generally the period they are subject to forfeiture. Compensation expense related to these awards was $ 7,279 and $ 17,725 for the three and nine months ended September 30, 2021, respectively, and $ 8,101 and $ 16,516 for the three and nine months ended September 30, 2020, respectively. The remaining unamortized amount of these awards was $ 26,718 as of September 30, 2021.
Separation and Transition Benefits
In 2020, the Company completed a review of operations focused on markets, sectors and people which delivered lower levels of productivity in an effort to attain greater flexibility of operations and better position itself for future growth. This review generated reductions of approximately 8 % of the Company's headcount. In conjunction with the employment reductions, for the three and nine months ended September 30, 2020, the Company incurred expenses related to separation benefits, stay arrangements and accelerated deferred cash compensation (together, the "Termination Costs") of $ 4,151 and $ 26,967 , respectively, and the acceleration of the amortization of share-based payments previously granted to affected employees of $ 3,102 and $ 10,437 , respectively, (related to 150 RSUs) each recorded in Special Charges, Including Business Realignment Costs, primarily within the Investment Banking segment, on the Company's Unaudited Condensed Consolidated Statements of Operations.
The following table presents the change in the Company's Termination Costs liability for the nine months ended September 30, 2021 and 2020:
For the Nine Months Ended September 30,
2021 2020
Beginning Balance $ 4,589 $ 1,151
Termination Costs Incurred 2,168 26,967
Cash Benefits Paid ( 4,174 ) ( 18,589 )
Non-Cash Charges ( 101 ) ( 624 )
Ending Balance $ 2,482 $ 8,905
In addition to the above Termination Costs incurred, for the three and nine months ended September 30, 2021, the Company also incurred expenses related to the acceleration of the amortization of share-based payments previously granted to affected employees of $ 486 and $ 2,434 , respectively, (related to 34 RSUs) recorded in Employee Compensation and Benefits, within the Investment Banking segment, on the Company's Unaudited Condensed Consolidated Statements of Operations.
Note 16 – Commitments and Contingencies
For a further discussion of the Company's commitments, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2020.
Private Equity – As of September 30, 2021, the Company had unfunded commitments for capital contributions of $ 8,533 to private equity funds. These commitments will be funded as required through the end of each private equity fund's investment period, subject to certain conditions. Such commitments are satisfied in cash and are generally required to be made as investment opportunities are consummated by the private equity funds.
Lines of Credit – On June 24, 2016, Evercore Partners Services East L.L.C. ("East") entered into a loan agreement with PNC Bank, National Association ("PNC") for a revolving credit facility in an aggregate principal amount of up to $ 30,000 , to
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
be used for working capital and other corporate activities. This facility is secured by East's accounts receivable and the proceeds therefrom, as well as certain assets of EGL, including certain of EGL's accounts receivable. In addition, the agreement contains certain reporting covenants, as well as certain debt covenants that prohibit East and the Company from incurring other indebtedness, subject to specified exceptions. The Company and its consolidated subsidiaries were in compliance with these covenants as of September 30, 2021. East amended this facility on October 29, 2021 such that, among other things, the interest rate provisions were LIBOR (or an applicable benchmark replacement) plus 150 basis points and the maturity date was extended to October 28, 2023 (as amended, the "Existing PNC Facility").
On July 26, 2019, East entered into an additional loan agreement with PNC for a revolving credit facility in an aggregate principal amount, as amended on October 30, 2020, of up to $ 30,000 , to be used for working capital and other corporate activities. This facility is unsecured. In addition, the agreement contains certain reporting requirements and debt covenants consistent with the Existing PNC Facility. The Company and its consolidated subsidiaries were in compliance with these covenants as of September 30, 2021. East amended this facility on October 29, 2021 such that, among other things, the revolving credit facility has increased to an aggregate principal amount of $ 55,000 . Drawings under this facility bear interest at LIBOR (or an applicable benchmark replacement) plus 180 basis points and the maturity date was extended to October 28, 2023. East is only permitted to borrow under this facility if there is no undrawn availability under the Existing PNC Facility and must repay indebtedness under this facility prior to repaying indebtedness under the Existing PNC Facility. There have been no drawings under this facility as of September 30, 2021.
On October 29, 2021, EGL entered into a subordinated revolving credit facility with PNC in an aggregate principal amount of up to $ 75,000 , to be used as needed in support of capital requirements from time to time of EGL. This facility is unsecured and is guaranteed by Evercore LP and other affiliates, pursuant to a guaranty agreement, which provides for certain reporting requirements and debt covenants consistent with the Existing PNC Facility. Drawings under this facility will bear interest at LIBOR (or an applicable benchmark replacement) plus 180 basis points and the maturity date will be October 28, 2023, unless prepayment is otherwise approved earlier by FINRA.
In addition, EGL's clearing broker provides temporary funding for the settlement of securities transactions.
Other Commitments – The Company enters into commitments to pay contingent consideration related to certain of its acquisitions. The Company paid $ 270 and $ 81 of its commitment for contingent consideration related to its acquisition of Kuna & Co, KG during the nine months ended September 30, 2021 and 2020, respectively. The contingent consideration was fully paid as of September 30, 2021.
Restricted Cash – The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statements of financial condition that sum to the total of amounts shown in the Unaudited Condensed Consolidated Statements of Cash Flows:
September 30,
2021 2020
Cash and Cash Equivalents $ 478,819 $ 1,149,291
Restricted Cash included in Other Assets 9,056 9,375
Total Cash, Cash Equivalents and Restricted Cash shown in the Statement of Cash Flows $ 487,875 $ 1,158,666
Restricted Cash included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition primarily represents letters of credit which are secured by cash as collateral for the lease of office space and security deposits for certain equipment. The restrictions will lapse when the leases end.
Futures Contracts – In February 2020, the Company entered into four-month futures contracts on a stock index fund with a notional amount of $ 38,908 , as an economic hedge against the Company's deferred cash compensation program. These contracts settled in June 2020. In accordance with ASC 815, "Derivatives and Hedging" ("ASC 815"), these contracts were carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations. The Company had net realized losses of ($ 3,998 ) for the nine months ended September 30, 2020.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Foreign Exchange – On occasion, the Company enters into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable in EGL. There were no foreign currency exchange forward contracts outstanding as of September 30, 2021.
Contingencies
In the normal course of business, from time to time, the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, United Kingdom, German, Hong Kong, Singapore, Canadian, Dubai and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company's business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, " Contingencies" ("ASC 450") when warranted. Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.
Note 17 – Regulatory Authorities
EGL is a U.S. registered broker-dealer and is subject to the net capital requirements of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the Alternative Net Capital Requirement, EGL's minimum net capital requirement is $ 250 . EGL's regulatory net capital as of September 30, 2021 and December 31, 2020 was $ 435,481 and $ 586,814 , respectively, which exceeded the minimum net capital requirement by $ 435,231 and $ 586,564 , respectively.
Certain other non-U.S. subsidiaries are subject to various securities and banking regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries are in excess of their local capital adequacy requirements at September 30, 2021.
Evercore Trust Company, N.A. ("ETC"), which is limited to fiduciary activities, is regulated by the Office of the Comptroller of the Currency ("OCC") and is a member bank of the Federal Reserve System. The Company, Evercore LP and ETC are subject to written agreements with the OCC that, among other things, require the Company and Evercore LP to maintain at least $ 5,000 in Tier 1 capital in ETC (or such other amount as the OCC may require) and maintain liquid assets in ETC in an amount at least equal to the greater of $ 3,500 or 180 days coverage of ETC's operating expenses. The Company was in compliance with the aforementioned agreements as of September 30, 2021.
Note 18 – Income Taxes
The Company's Provision for Income Taxes was $ 59,712 and $ 137,871 for the three and nine months ended September 30, 2021, respectively, and $ 15,677 and $ 51,042 for the three and nine months ended September 30, 2020, respectively. The effective tax rate was 24.0 % and 21.0 % for the three and nine months ended September 30, 2021, respectively, and 23.5 % and 24.5 % for the three and nine months ended September 30, 2020, respectively. The effective tax rate reflects net excess tax benefits and deficiencies associated with the appreciation or depreciation of the Company's share price upon vesting of employee share-based awards above or below the original grant price. The Company's Provision for Income Taxes for the nine months ended September 30, 2021 reflects an additional deduction of $ 17,422 and resulted in a reduction in the effective tax rate of 3 percentage points, and for the nine months ended September 30, 2020, reflects an additional tax expense of $ 100 and resulted in an increase in the effective tax rate of 0.05 percentage points related to the effect of share price changes upon vesting of share-based awards. The effective tax rate for 2021 and 2020 also reflects the effect of certain nondeductible expenses, including expenses related to Class J LP Units and Class I-P and K-P Units, as well as the noncontrolling interest associated with LP Units and other adjustments.
Additionally, the Company is subject to the income tax effects associated with the global intangible low-taxed income ("GILTI") provisions in the period incurred. For the three and nine months ended September 30, 2021 and 2020, no additional
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
income tax expense associated with the GILTI provisions has been recognized and it is not expected to be material to the Company’s effective tax rate for the year.
The Company reported an increase in deferred tax assets of $ 111 associated with changes in Unrealized Gain (Loss) on Securities and Investments and an increase of $ 1,345 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the nine months ended September 30, 2021. The Company reported an increase in deferred tax assets of $ 525 associated with changes in Unrealized Gain (Loss) on Securities and Investments and an increase of $ 1,244 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the nine months ended September 30, 2020.
The Company classifies interest relating to tax matters and tax penalties as a component of income tax expense in its Unaudited Condensed Consolidated Statements of Operations. As of September 30, 2021, there were $ 254 of unrecognized tax benefits that, if recognized, $ 206 would affect the effective tax rate. Related to the unrecognized tax benefits, the Company accrued interest and penalties of $ 10 and $ 1 , respectively, during the three months ended September 30, 2021. In addition, during the three months ended September 30, 2021, $ 122 of unrecognized tax benefits were recognized by the Company as a result of a lapse in the statute of limitations, of which $ 99 affected the effective tax rate. In addition, the Company also recognized a tax benefit for accrued interest and penalties of $ 43 and $ 3 , respectively, associated with the lapse in the statute of limitations .
Note 19 – Segment Operating Results
Business Segments – The Company's business results are categorized into the following two segments: Investment Banking and Investment Management. Investment Banking includes providing advice to clients on significant 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, and the historical results include Institutional Asset Management. The Company completed the sales of its ECB businesses in 2020. In addition, in 2020, the Company completed the transition of its advisory presence in Mexico to a strategic alliance relationship with a newly-formed independent strategic advisory firm founded by certain former employees.
The Company's segment information for the three and nine months ended September 30, 2021 and 2020 is prepared using the following methodology:
• Revenue, expenses and income (loss) from equity method investments directly associated with each segment are included in determining pre-tax income.
• Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other performance and time-based factors.
• Segment assets are based on those directly associated with each segment, or for certain assets shared across segments, those assets are allocated based on the most relevant measures applicable, including headcount and other factors.
• Investment gains and losses, interest income and interest expense are allocated between the segments based on the segment in which the underlying asset or liability is held.
Other Revenue, net, included in each segment's Net Revenues includes the following:
• Interest income and income (losses) earned on investment securities, including the Company's investment funds and futures contracts which are used as an economic hedge against the Company's deferred cash compensation program, certificates of deposit, cash and cash equivalents and on the Company’s debt security investment in G5 (through June 25, 2021, the date G5 repaid its outstanding debentures with the Company in full. See Note 8 for further information.)
• Adjustments to amounts due pursuant to the Company’s tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates
• Gains (losses) resulting from foreign currency fluctuations
• Realized and unrealized gains and losses on interests in Private Equity funds which are not managed by the Company
• Interest expense associated with the Company’s Notes Payable and lines of credit, as well as revenue and expenses associated with repurchase or resale transactions (prior to the sale of the Company's ECB business in December 2020)
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
• A gain on the sale of the ECB Trust Business in 2020. See Note 5 for further information.
Each segment's Operating Expenses include: a) employee compensation and benefits expenses that are incurred directly in support of the segment and b) non-compensation expenses, which include expenses for premises and occupancy, professional fees, travel and entertainment, communications and information services, execution, clearing and custody fees, equipment and indirect support costs (including compensation and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, legal, technology, human capital, facilities management and senior management activities.
Other Expenses include the following:
• Amortization of LP Units and Certain Other Awards – Includes amortization costs associated with the vesting of Class J LP Units issued in conjunction with the acquisition of ISI.
• Special Charges, Including Business Realignment Costs – Includes expenses in 2021 related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with the Company's current investment strategy, the Company decided to wind down during the third quarter. Includes expenses in 2020 related to separation and transition benefits and related costs as a result of the Company's review of its operations and the acceleration of depreciation expense for leasehold improvements and certain other fixed assets in conjunction with the expansion of the Company's headquarters in New York and the Company's business realignment initiatives.
• Acquisition and Transition Costs – Includes costs incurred in connection with acquisitions, divestitures and other ongoing business development initiatives, primarily comprised of professional fees for legal and other services.
• Intangible Asset and Other Amortization – Includes amortization of intangible assets associated with certain acquisitions.
The Company evaluates segment results based on net revenues and pre-tax income, both including and excluding the impact of the Other Expenses.
No client accounted for more than 10% of the Company's Consolidated Net Revenues for the three and nine months ended September 30, 2021.
The following information presents each segment's contribution.
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Investment Banking
Net Revenues (1)
$ 806,918 $ 385,463 $ 2,125,023 $ 1,294,493
Operating Expenses 556,277 318,655 1,480,963 1,057,926
Other Expenses (2)
— 7,703 7 42,092
Operating Income 250,641 59,105 644,053 194,475
Income from Equity Method Investments 564 570 1,282 1,171
Pre-Tax Income $ 251,205 $ 59,675 $ 645,335 $ 195,646
Identifiable Segment Assets $ 3,097,453 $ 2,460,068 $ 3,097,453 $ 2,460,068
Investment Management
Net Revenues (1)
$ 16,637 $ 17,052 $ 48,707 $ 42,104
Operating Expenses 13,571 12,171 37,832 36,529
Other Expenses (2)
8,554 300 8,554 332
Operating Income (Loss) ( 5,488 ) 4,581 2,321 5,243
Income from Equity Method Investments 3,117 2,541 8,817 7,381
Pre-Tax Income (Loss) $ ( 2,371 ) $ 7,122 $ 11,138 $ 12,624
Identifiable Segment Assets $ 174,435 $ 185,390 $ 174,435 $ 185,390
Total
Net Revenues (1)
$ 823,555 $ 402,515 $ 2,173,730 $ 1,336,597
Operating Expenses 569,848 330,826 1,518,795 1,094,455
Other Expenses (2)
8,554 8,003 8,561 42,424
Operating Income 245,153 63,686 646,374 199,718
Income from Equity Method Investments 3,681 3,111 10,099 8,552
Pre-Tax Income $ 248,834 $ 66,797 $ 656,473 $ 208,270
Identifiable Segment Assets $ 3,271,888 $ 2,645,458 $ 3,271,888 $ 2,645,458
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EVERCORE INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
(1) Net Revenues include Other Revenue, net, allocated to the segments as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Investment Banking (A)
$ ( 2,559 ) $ 4,299 $ 11,258 $ ( 6,254 )
Investment Management ( 323 ) 3,027 615 2,379
Total Other Revenue, net $ ( 2,882 ) $ 7,326 $ 11,873 $ ( 3,875 )
(A) Other Revenue, net, from Investment Banking includes interest expense on the Notes Payable and lines of credit of $ 4,393 and $ 13,269 for the three and nine months ended September 30, 2021, respectively, and $ 4,218 and $ 13,594 for the three and nine months ended September 30, 2020, respectively.
(2) Other Expenses are as follows:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Investment Banking
Amortization of LP Units $ — $ — $ — $ 1,067
Special Charges, Including Business Realignment Costs — 7,380 — 39,582
Acquisition and Transition Costs — 154 7 260
Intangible Asset Amortization — 169 — 1,183
Total Investment Banking — 7,703 7 42,092
Investment Management
Special Charges, Including Business Realignment Costs 8,554 — 8,554 32
Acquisition and Transition Costs — 300 — 300
Total Investment Management 8,554 300 8,554 332
Total Other Expenses $ 8,554 $ 8,003 $ 8,561 $ 42,424
Geographic Information – The Company manages its business based on the profitability of the enterprise as a whole.
The Company's revenues were derived from clients located and managed in the following geographical areas:
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2021 2020 2021 2020
Net Revenues: (1)
United States $ 659,158 $ 285,421 $ 1,648,128 $ 1,042,798
Europe and Other 165,065 104,197 508,796 284,442
Latin America 2,214 5,571 4,933 13,232
Total $ 826,437 $ 395,189 $ 2,161,857 $ 1,340,472
(1) Excludes Other Revenue, Including Interest and Investments, and Interest Expense.
The Company's total assets are located in the following geographical areas:
September 30, 2021 December 31, 2020
Total Assets:
United States $ 2,723,866 $ 2,862,343
Europe and Other 548,022 508,545
Total $ 3,271,888 $ 3,370,888
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.