7 unchanged sentences
Consolidated Statements of Cash Flows
−Removed: Notes to Consolidated Financial Statements
+Added: Notes to Con solidated Financial Statements
Supplemental Financial Information
25 unchanged sentences
The Company recognizes investment banking advisory fee revenue that includes success fees for investment banking advisory services as performance obligations are satisfied and these advisory services are provided to the Company’s clients.
−Removed: However, the recognition of success fees, which are included in investment banking advisory fee revenue, is generally constrained until substantially all services have been provided, specified conditions have been met and it is probable that a significant reversal of
−Removed: the applicable revenue will not occur in a future period.
+Added: However, the recognition of success fees, which are included in investment banking advisory fee revenue, is generally constrained until
+Added: substantially all services have been provided, specified conditions have been met and it is probable that a significant reversal of the applicable revenue will not occur in a future period.
In certain instances, success fees may meet the criteria for recognition during a given reporting period although the transaction closed subsequent to the reporting period end.
31 unchanged sentences
Goodwill 123,285 128,246
−Removed: Intangible Assets (net of accumulated amortization of $ 3,294 and $ 2,932 at December 31, 2021 and 2020, respectively)
+Added: Intangible Assets (net of accumulated amortization of $ 3,294 at December 31, 2021)
Other Assets 109,865 140,539
7 unchanged sentences
Taxes Payable 9,842 20,980
−Removed: Current Portion of Notes Payable — 37,974
Other Current Liabilities 34,195 28,610
26 unchanged sentences
2022 2021 2020
−Removed: Investment Banking:
+Added: Investment Banking & Equities:
Advisory Fees $ 2,392,990 $ 2,751,992 $ 1,755,273
57 unchanged sentences
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
+Added: Cumulative Effect of Accounting Change (1)
+Added: — — — — ( 1,310 ) — — — ( 1,310 )
Net Income — — — — 350,574 — — 62,106 412,680
6 unchanged sentences
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
−Removed: Cumulative Effect of Accounting Change (1)
−Removed: — — — — ( 1,310 ) — — — ( 1,310 )
Net Income — — — — 740,116 — — 128,457 868,573
−Removed: Other Comprehensive Income — — — 17,838 — — — 7,366 25,204
+Added: Other Comprehensive Income (Loss) — — — ( 2,328 ) — — — ( 447 ) ( 2,775 )
Treasury Stock Purchases — — — — — ( 5,455,800 ) ( 720,725 ) — ( 720,725 )
24 unchanged sentences
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
−Removed: Net (Gains) Losses on Investments and Investment Securities ( 24,227 ) ( 8,681 ) ( 13,750 )
−Removed: Equity Method Investments 1,105 ( 1,636 ) 403
+Added: Net (Gains) Losses on Investments, Investment Securities and Contingent Consideration 16,458 ( 24,227 ) ( 8,681 )
+Added: Equity Method Investments, Including Gain on Sale 3,038 1,105 ( 1,636 )
Equity-Based and Other Deferred Compensation 467,339 422,210 367,438
Net Loss on Sale and Wind-down of Operations in Mexico in 2020 and Release of Cumulative Foreign Exchange Losses — 1,250 35,247
−Removed: Impairment of Goodwill — — 2,921
Noncash Lease Expense 41,534 40,761 38,626
33 unchanged sentences
Payments Under Tax Receivable Agreement ( 10,944 ) ( 10,825 ) ( 9,425 )
−Removed: Short-Term Borrowings — — 30,000
−Removed: Repayment of Short-Term Borrowings — — ( 30,000 )
Payment of Notes Payable ( 67,000 ) ( 38,000 ) —
Issuance of Notes Payable 67,000 38,000 —
−Removed: Debt Issuance Costs ( 355 ) — ( 2,032 )
+Added: Debt Issuance Costs and Make-Whole Amount ( 1,826 ) ( 355 ) —
Purchase of Treasury Stock and Noncontrolling Interests ( 550,293 ) ( 729,693 ) ( 147,411 )
10 unchanged sentences
Amounts Due for Purchase of Noncontrolling Interest $ — $ 48,297 $ 851
−Removed: Noncash Purchase of Noncontrolling Interest $ — $ — $ 2,701
+Added: Settlement of Sale of Trilantic VI $ 9,188 $ — $ —
+Added: Settlement of Contingent Consideration $ 1,083 $ — $ —
Receipt of Equity Securities in Settlement of Accounts Receivable $ — $ 1,955 $ —
7 unchanged sentences
The Company operates from its offices and through its affiliates in the Americas, Europe, the Middle East and Asia.
−Removed: 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.
+Added: The Investment Banking & Equities segment includes the investment banking 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.
−Removed: 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.
+Added: The Investment Banking & Equities segment also includes the equities business through which the Company offers macroeconomic, policy and fundamental equity research and agency-based equity securities trading for institutional investors.
+Added: During 2022, the Company renamed its "Investment Banking" segment to "Investment Banking & Equities." The renaming of this segment did not result from changes to the overall business structure or reporting.
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.
20 unchanged sentences
("Evercore Canada") are also VIEs, and the Company is the primary beneficiary of these VIEs.
−Removed: 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.
+Added: Specifically for Evercore ISI U.K., Evercore Japan, Evercore Beijing and Evercore Canada, the Company provides financial support through transfer pricing agreements with these entities, which exposes the Company to losses that are potentially significant to these entities, and has decision making authority that significantly affects the economic performance of these entities.
The Company has the majority economic interest in Evercore U.K.
and has decision making authority that significantly affects the economic performance of this entity.
−Removed: The Company included in its Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing and Evercore Canada assets of $ 446,736 and liabilities of $ 260,426 at December 31, 2021 and assets of $ 377,878 and liabilities of $ 164,779 at December 31, 2020.
+Added: The Company included in its Consolidated Statements of Financial Condition Evercore ISI U.K.,
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Evercore U.K., Evercore Japan, Evercore Beijing and Evercore Canada assets of $ 584,192 and liabilities of $ 247,884 at December 31, 2022 and assets of $ 446,736 and liabilities of $ 260,426 at December 31, 2021.
All intercompany balances and transactions with the Company's subsidiaries have been eliminated upon consolidation.
5 unchanged sentences
At December 31, 2020, all Class E LP Units were fully vested.
−Removed: Class I-P Units – In 2016, in conjunction with the appointment of the Co-Chief Executive Officer (then Executive Chairman) , the Company issued unvested Class I-P Units of Evercore LP ("Class I-P Units").
−Removed: The Class I-P Units are contingently exchangeable into Class I limited partnership units of Evercore LP ("Class I LP Units"), which are exchangeable on a one -for-one basis for Class A Shares.
−Removed: Class K-P Units – In 2017, 2019 and 2021, the Company issued unvested Class K-P Units of Evercore LP ("Class K-P Units").
+Added: Class I LP Units – In 2016, in conjunction with the appointment of the Chief Executive Officer (then Executive Chairman) , the Company issued unvested Class I-P Units of Evercore LP ("Class I-P Units").
+Added: The Class I-P Units were contingently exchangeable into Class I limited partnership units of Evercore LP ("Class I LP Units"), which are exchangeable on a one -for-one basis for Class A Shares.
+Added: In March 2022, the Class I-P Units converted into Class I LP Units.
+Added: Class K LP Units – The Company periodically grants unvested Class K-P Units of Evercore LP ("Class K-P Units").
The Class K-P Units are contingently exchangeable into Class K limited partnership units of Evercore LP ("Class K LP Units"), which are ultimately exchangeable on a one -for-one basis for Class A Shares.
In December 2021, the Class K-P Units that were issued in 2017 converted into Class K LP Units upon the achievement of certain defined benchmark results and continued service requirements.
−Removed: See Note 18 for further information on Evercore LP partnership units subject to performance conditions.
−Removed: The Company accounts for exchanges of Evercore LP partnership units ("LP Units") for Class A Shares based on the carrying amounts of the Members' LP Units immediately before the exchange.
+Added: See Note 18 for further information on Evercore LP partnership units ("LP Units") where exchangeability is subject to performance and/or market conditions.
+Added: The Company accounts for exchanges of LP Units for Class A Shares based on the carrying amounts of the Members' LP Units immediately before the exchange.
The Company's interest in Evercore LP is within the scope of Accounting Standards Codification ("ASC") 810-20, " Control of Partnerships and Similar Entities." The Company consolidates Evercore LP and records noncontrolling interest for the economic interest in Evercore LP held directly by others, which includes the Members.
5 unchanged sentences
Recognize revenue when (or as) the entity satisfies a performance obligation
−Removed: The Company applies this model to its Investment Banking and Asset Management revenue streams.
−Removed: Investment Banking Revenue – The Company earns investment banking fees from clients for providing advisory services on strategic matters, including mergers, acquisitions, divestitures, leveraged buyouts, restructurings, activism and defense and similar corporate finance matters.
−Removed: The Company's Investment Banking services also include services related to securities underwriting, private placement services and commissions for agency-based equity trading services and equity research.
−Removed: Revenue is recognized as the Company satisfies performance obligations, upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for these services.
+Added: The Company applies this model to revenue streams from its Investment Banking & Equities and Investment Management segments.
+Added: Investment Banking & Equities Revenue – The Company earns fees from clients for providing advisory services on strategic matters, including mergers, acquisitions, divestitures, leveraged buyouts, restructurings, activism and defense and similar corporate finance matters.
+Added: The Company's Investment Banking & Equities segment also includes services related to securities underwriting, private placement services and commissions for agency-based equity trading services and equity research.
+Added: Revenue is recognized as the Company satisfies performance obligations, upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for these
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
The Company’s contracts with customers may include promises to transfer multiple services to a customer.
3 unchanged sentences
This is based on the premise that the Company transfers control of services and the client simultaneously receives benefits from these services over the course of an engagement.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: performance obligations satisfied at a point in time, determining when control transfers requires the Company to make significant judgments that affect the timing of when revenue is recognized.
−Removed: The Company records Investment Banking Revenue on the Consolidated Statements of Operations for the following:
+Added: For performance obligations satisfied at a point in time, determining when control transfers requires the Company to make significant judgments that affect the timing of when revenue is recognized.
+Added: The Company records revenue on the Consolidated Statements of Operations for the following:
Advisory Fees – In general, advisory fees are paid at the time the Company signs an engagement letter, during the course of the engagement or when an engagement is completed.
4 unchanged sentences
A transaction can fail to be completed for many reasons which are outside of the Company’s control, including failure of parties to agree upon final terms, to secure necessary board or shareholder approvals, to secure necessary financing, to achieve necessary regulatory approvals, or due to adverse market conditions.
−Removed: In the case of bankruptcy engagements, fees are subject to court approval.
+Added: In the case of bankruptcy engagements, fees may be subject to court approval.
With respect to retainer, announcement and success fees, there are no distinct performance obligations aside from advisory activities, which are generally focused on achieving a milestone (typically, the announcement and/or the closing of a transaction).
11 unchanged sentences
The Company recognizes placement fees in accordance with the terms of the engagement letter, which are generally contingent on the achievement of a capital commitment by an investor, at the time of the client's acceptance of capital or capital commitments.
−Removed: Underwriting Fees – Underwriting fees are attributable to public and private offerings of equity and debt securities and are recognized at the point in time when the offering has been deemed to be completed by the lead manager of the underwriting group.
−Removed: When the offering is completed, the performance obligation has been satisfied and the Company recognizes the applicable management fee, selling concession and underwriting fee.
+Added: Underwriting Fees – Underwriting fees are attributable to public and private offerings of equity and debt securities and are recognized at the point in time when the offering has been deemed to be completed by the lead manager of the underwriting group, or in the case of certain ongoing issuances when the sale of the securities has settled.
+Added: When the offering is completed, the performance obligation has been satisfied and the Company recognizes the applicable
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: management fee, selling concession, sales agent commission or placement agent fee.
Offering expenses are presented gross in the Consolidated Statements of Operations.
+Added: The Company also manages assignments involving the exchange of an issuer's securities where fees are recognized when earned.
Commissions and Related Revenue – Commissions and Related Revenue include commissions received from customers for the execution of agency-based brokerage transactions in listed and over-the-counter equities.
1 unchanged sentence
Trade execution is satisfied at the point in time that the customer has control of the asset and as such, fees are recorded on a trade date basis or, in the case of payments under commission sharing arrangements, when earned.
−Removed: The Company also earns subscription fees for the sales of research, as well as revenues from principal transactions primarily executed on a riskless
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: principal basis.
+Added: The Company also earns subscription fees for the sales of research, as well as revenues from principal transactions primarily executed on a riskless principal basis.
The delivery of research under subscription arrangements represents a distinct performance obligation that is satisfied over time.
2 unchanged sentences
Taxes collected from customers and remitted to governmental authorities are presented on a net basis on the Consolidated Statements of Operations.
−Removed: Asset Management and Administration Fees – The Company's Investment Management business generates revenues from the management of client assets and through interests in private equity funds which are not managed by the Company.
+Added: Asset Management and Administration Fees – The Company's Investment Management segment generates revenues from the management of client assets and through interests in private equity funds which are not managed by the Company.
The Company’s contracts with customers may include promises to transfer multiple services to a customer.
14 unchanged sentences
See Note 10 for further information.)
−Removed: • Gains (losses) resulting from foreign currency fluctuations
+Added: • A gain on the sale of a portion of the Company's interests in ABS in 2022.
+Added: See Note 10 for further information
+Added: • Gains (losses) resulting from foreign currency exchange rate fluctuations
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
• Realized and unrealized gains and losses on interests in private equity funds which the Company does not manage
6 unchanged sentences
These transactions were part of the Company's ECB business in Mexico, which was sold on December 16, 2020.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
Client Expense Reimbursement – In the conduct of its financial advisory service engagements, the Company receives reimbursement for certain expenses incurred by the Company in the course of performing services.
3 unchanged sentences
In circumstances where the governing documents of the entity to which the noncontrolling interest relates require special allocations of profits (losses) to the controlling and noncontrolling interest holders, the net income or loss of these entities is allocated based on these special allocations.
−Removed: ASC 810 " Consolidation " ("ASC 810") requires reporting entities to present noncontrolling (minority) interests as equity (as opposed to as a liability or mezzanine equity) and provides guidance on the accounting for transactions between an entity and noncontrolling interests.
Noncontrolling Interest is presented as a component of Total Equity on the Consolidated Statements of Financial Condition and below Net Income on the Consolidated Statements of Operations.
14 unchanged sentences
Debt securities are classified as available-for-sale and any unrealized gains and losses are recorded as net increases or decreases to Accumulated Other Comprehensive Income (Loss), net of tax, and realized gains and losses on these securities are included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
−Removed: Realized and unrealized gains and losses on equity securities are recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
−Removed: Realized and unrealized gains and losses on futures contracts are recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
+Added: Realized and unrealized gains and losses on equity securities and futures contracts are recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
EGL also invests in fixed income portfolios consisting of U.S.
−Removed: Treasury securities, which are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations, as required for broker-dealers in securities.
+Added: Treasury securities, which are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Investments, on the Consolidated Statements of Operations, as required for broker-dealers in securities.
Certificates of Deposit consist of investments with certain banks with original maturities of four months or less when purchased.
4 unchanged sentences
The Company adopted ASU 2016-13 on January 1, 2020, using a modified retrospective method of transition.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: Company recorded a cumulative-effect adjustment to decrease retained earnings by $ 1,310 as of January 1, 2020.
+Added: The Company recorded a cumulative-effect adjustment to decrease retained earnings by $ 1,310 as of January 1, 2020.
Following the adoption of ASU 2016-13, the Company determines the adequacy of the allowance by estimating the probability of loss based on the Company's analysis of historical credit loss experience of its client receivables, and taking into consideration current market conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.
3 unchanged sentences
Expected credit losses for newly recognized financial assets and changes to expected credit losses during the period are recognized in earnings.
−Removed: The Investment Banking and Investment Management receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds capital raising and certain fees related to the private capital businesses, which are collected in a period exceeding one year .
+Added: The Company's receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds capital raising and certain fees related to the private capital businesses, which are collected in a period exceeding one year .
The collection period for restructuring transaction receivables may exceed 90 days.
5 unchanged sentences
Investments – The Company's investments include investments in unconsolidated affiliated companies and other investments in private equity partnerships:
−Removed: Affiliates – The Company has equity interests 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) and includes its share of the income (losses) within Income from Equity Method Investments, as a component of Income Before Income Taxes, on the Consolidated Statements of Operations.
+Added: Affiliates – The Company has equity interests 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") and includes its share of the income (losses) within Income from Equity Method Investments, as a component of Income Before Income Taxes, on the Consolidated Statements of Operations.
The Company assesses its equity method investments annually for impairment, or more frequently if circumstances indicate impairment may have occurred.
5 unchanged sentences
The Company recognizes its allocable share of the changes in fair value of the private equity funds' underlying investments as realized and unrealized gains (losses) within Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
−Removed: Other – The Company also maintains investments in Glisco Manager Holdings LP and equity securities in private companies, which are accounted for as equity securities without readily determinable fair values in accordance with ASC 321-10.
−Removed: During 2021, consistent with the Company's current investment strategy, the Company decided to wind-down its investment relationship with Trilantic Capital Partners ("Trilantic").
−Removed: The Company also previously held an investment in a debt security that was accounted for as a held-to-maturity security, through June 25, 2021.
−Removed: The Company assesses these investments quarterly for impairment, or more frequently if circumstances indicate impairment may have occurred.
−Removed: See Note 10 for further information.
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: Leases – Following the adoption of ASC 842, "Leases" ("ASC 842") on January 1, 2019, the Company includes all leases, including short-term leases, on its Consolidated Statements of Financial Condition.
+Added: Other Investments – The Company also maintains investments in Glisco Manager Holdings LP and equity securities in private companies, which are accounted for as equity securities without readily determinable fair values in accordance with ASC 321-10.
+Added: The Company also previously held an investment in Trilantic Capital Partners ("Trilantic"), which the Company decided to wind-down in 2021 consistent with the Company's investment strategy, and an investment in a debt security that was accounted for as a held-to-maturity security, through June 25, 2021.
+Added: The Company assesses these investments quarterly for impairment, or more frequently if circumstances indicate impairment may have occurred.
+Added: See Note 10 for further information.
+Added: Leases – Pursuant to ASC 842, "Leases" ("ASC 842"), the Company includes the impact of all leases, including short-term leases, on its Consolidated Statements of Financial Condition.
The Company does not separate lease and non-lease components of contracts for leases for the use of office space and equipment.
1 unchanged sentence
the Company accounts for these costs as variable payments and does not include these as part of the lease component.
−Removed: Following the adoption of ASC 842, the present values of the Company's lease commitments are reflected as long-term assets, within Operating Lease Right-of-Use Assets, with corresponding liabilities classified as current and non-current, within Operating Lease Liabilities on the Company's Consolidated Statement of Financial Condition.
+Added: The present values of the Company's lease commitments are reflected as long-term assets, within Operating Lease Right-of-Use Assets, with corresponding liabilities classified as current and non-current, within Operating Lease Liabilities on the Company's Consolidated Statements of Financial Condition.
The Company determines if an arrangement is a lease at inception.
20 unchanged sentences
The market multiple approach includes applying the average earnings multiples of comparable public companies for their respective reporting unit multiplied by the forecasted earnings of the respective reporting unit to yield an estimate of fair value.
−Removed: The discounted cash flow methodology begins with the forecasted adjusted cash flows from each of the reporting units and uses a discount rate that reflects the weighted average cost of capital adjusted for the risks inherent in the future cash flows.
−Removed: The Company recognizes an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value.
−Removed: Intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable as prescribed by ASC 360, " Property, Plant, and Equipment".
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
+Added: The discounted cash flow methodology begins with the forecasted adjusted cash flows from each of the reporting units and uses a discount rate that reflects the weighted average cost of capital adjusted for the risks inherent in the future cash flows.
+Added: The Company recognizes an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value.
+Added: Intangible assets with finite lives are amortized over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, in accordance with ASC 360, " Property, Plant, and Equipment".
See Note 5 for further information.
Compensation and Benefits – Compensation includes salaries, bonuses (discretionary awards and guaranteed amounts), severance, deferred cash and share-based compensation, and other benefits.
−Removed: Cash bonuses are accrued over the respective service periods to which they relate and deferred cash and share-based grants are expensed prospectively over their requisite service period.
+Added: Cash bonuses are accrued over the respective service periods to which they relate and deferred cash and share-based grants are expensed prospectively over their requisite service period, subject to acceleration in certain cases.
Share-Based Payments and Other Deferred Compensation – The Company accounts for share-based payments in accordance with ASC 718, " Compensation – Stock Compensation" ("ASC 718").
Compensation expense recognized pursuant to share-based compensation awards is based on the grant date fair value of the award.
−Removed: The grant date fair value is amortized over the vesting periods or requisite service periods as required under ASC 718 ("Service-based Awards").
+Added: The grant date fair value is amortized over the vesting periods or requisite service periods ("Service-based Awards").
However, the vesting of some Service-based Awards will accelerate upon the occurrence of certain events.
17 unchanged sentences
Deferred tax assets are reduced by a valuation allowance when it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.
−Removed: Significant management judgment is required in determining the Company's provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against the Company's net deferred tax assets.
−Removed: Excess tax benefits and deficiencies from the delivery of Class A Shares under share-based payment arrangements are recognized in the Company's Provision for Income Taxes.
−Removed: ASC 740 provides a benefit recognition model with a two-step approach consisting of "more-likely-than-not" recognition criteria, and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.
−Removed: ASC 740 also requires the recognition of liabilities created by differences between tax positions taken in a tax return and amounts recognized in the financial statements.
+Added: Significant management
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
+Added: judgment is required in determining the Company's provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against the Company's net deferred tax assets.
+Added: Excess tax benefits and deficiencies from the delivery of Class A Shares under share-based payment arrangements are recognized in the Company's Provision for Income Taxes.
+Added: ASC 740 provides a benefit recognition model with a two-step approach consisting of "more-likely-than-not" recognition criteria, and a measurement attribute that measures the position as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement.
+Added: ASC 740 also requires the recognition of liabilities created by differences between tax positions taken in a tax return and amounts recognized in the financial statements.
See Note 21 for further information.
−Removed: Reclassifications:
−Removed: During 2021, certain balances on the Consolidated Statements of Operations for prior periods were reclassified to conform to their current presentation.
−Removed: Commissions and Related Revenue – The Company renamed "Commissions and Related Fees" to "Commissions and Related Revenue" on the Consolidated Statements of Operations and reclassified $ 925 and $ 592 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 years ended December 31, 2020 and 2019, respectively.
+Added: Reclassifications – During 2021, certain balances on the Consolidated Statements of Operations for prior periods were reclassified to conform to their current presentation.
+Added: Commissions and Related Revenue – The Company renamed "Commissions and Related Fees" to "Commissions and Related Revenue" on the Consolidated Statements of Operations and reclassified $ 925 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 year ended December 31, 2020.
Note 3 – Recent Accounting Pronouncements
−Removed: ASU 2019-12 – In December 2019, the Financial Accounting Standards Board ("FASB") issued ASU No.
−Removed: 2019-12, "Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes" ("ASU 2019-12").
−Removed: ASU 2019-12 provides amendments to ASC 740, which simplify the accounting for income taxes by removing certain exceptions in ASC 740 and clarify and amend certain existing guidance.
−Removed: The amendments in this update are effective during interim and annual periods beginning after December 15, 2020, with early adoption permitted.
−Removed: 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.
−Removed: The Company adopted ASU 2019-12 on January 1, 2021.
−Removed: 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.
−Removed: ASU 2020-01 – In January 2020, the FASB issued ASU No.
−Removed: 2020-01, "Clarifying the Interactions Between Topic 321, 323, and Topic 815" ("ASU 2020-01").
−Removed: 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.
−Removed: The amendments in this update are effective during interim and annual periods beginning after December 15, 2020, with early adoption permitted.
−Removed: The Company adopted ASU 2020-01 on January 1, 2021.
−Removed: 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.
−Removed: ASU 2020-06 – In August 2020, the FASB issued ASU No.
+Added: ASU 2020-06 – In August 2020, the Financial Accounting Standards Board issued ASU No.
2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU 2020-06").
7 unchanged sentences
The following table presents revenue recognized by the Company for the years ended December 31, 2022, 2021 and 2020:
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
For the Years Ended December 31,
2022 2021 2020
−Removed: Investment Banking:
+Added: Investment Banking & Equities:
Advisory Fees $ 2,392,990 $ 2,751,992 $ 1,755,273
1 unchanged sentence
Commissions and Related Revenue 206,207 205,822 206,692
−Removed: Total Investment Banking $ 3,204,519 $ 2,238,156 $ 1,933,364
+Added: Total Investment Banking & Equities $ 2,721,793 $ 3,204,519 $ 2,238,156
Investment Management:
3 unchanged sentences
Institutional Asset Management
−Removed: — 1,328 2,528
Total Investment Management $ 64,483 $ 65,784 $ 54,397
Contract Balances
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
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.
32 unchanged sentences
The Company recognized revenue of $ 44,579 , $ 28,657 and $ 23,409 on the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020, respectively, that was initially included in deferred revenue within Other Current Liabilities on the Company’s Consolidated Statements of Financial Condition.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
Generally, performance obligations under client arrangements will be settled within one year ;
3 unchanged sentences
Beginning Balance $ 2,704 $ 5,372
−Removed: $ 5,372 $ 9,191
Bad debt expense, net of reversals 5,513 ( 60 )
1 unchanged sentence
Ending Balance $ 4,683 $ 2,704
−Removed: (1) Beginning Balance for the year ended December 31, 2020 includes the cumulative-effect adjustment of $ 1,310 , which reflects the increase in the Company's allowance for credit losses 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.
−Removed: See Note 2 for further information.
−Removed: The change in the balance during the year ended December 31, 2021 is primarily related to the write-off of aged receivables.
−Removed: The decrease in the current period provision of expected credit losses is impacted by recoveries of bad debt, as well as the change in the amount of receivables outstanding greater than 120 days at December 31, 2021.
+Added: The change in the balance during the year ended December 31, 2022 is primarily related an increase in the Company's reserve for credit losses and the write-off of aged receivables.
For long-term accounts receivable and long-term contract assets, the Company monitors clients’ creditworthiness based on collection experience and other internal metrics.
The following table presents the Company’s long-term accounts receivable and long-term contract assets from the Company's private and secondary fund advisory businesses as of December 31, 2022, by year of origination:
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
Amortized Carrying Value by Origination Year
6 unchanged sentences
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.
−Removed: This transaction resulted in a pre-tax gain of $ 1,355 included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations for the year ended December 31, 2020.
+Added: This transaction resulted in a pre-tax gain of $ 1,355 included in Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2020.
• On December 16, 2020, the Company completed the sale of its remaining ECB business for a purchase price of MXN 35,000 ($ 1,634 ).
3 unchanged sentences
• 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.
−Removed: The Company is in the process of winding down the business, which is expected to be completed in 2022.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
Following the above transactions, the Company concluded that the liquidation of its operations in Mexico was substantially complete.
2 unchanged sentences
This was comprised of a charge of $ 1,176 related to the impairment of operating lease right-of-use assets and a charge of $ 480 related to the impairment of leasehold improvements.
+Added: Further, in conjunction with the ongoing wind-down of the administrative functions in Mexico, the Company incurred certain professional fees, separation benefits and other charges, which are recorded within Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, 2022.
+Added: See Note 6 for further information.
Goodwill and Intangible Assets
Goodwill associated with the Company's acquisitions is as follows:
−Removed: Banking Investment
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Banking & Equities Investment
Management Total
1 unchanged sentence
$ 121,599 $ 7,527 $ 129,126
−Removed: Sale of ECB Trust Business — ( 475 ) ( 475 )
Foreign Currency Translation and Other ( 880 ) — ( 880 )
8 unchanged sentences
Gross Carrying Amount Accumulated Amortization
−Removed: Banking Investment
−Removed: Management Total Investment
−Removed: Banking Investment
−Removed: Management Total
−Removed: Client Related $ — $ 3,630 $ 3,630 $ — $ 3,294 $ 3,294
−Removed: Total $ — $ 3,630 $ 3,630 $ — $ 3,294 $ 3,294
−Removed: December 31, 2020
−Removed: Gross Carrying Amount Accumulated Amortization
−Removed: Banking Investment
+Added: Banking & Equities Investment
Management Total Investment
−Removed: Banking Investment
+Added: Banking & Equities Investment
Management Total
2 unchanged sentences
Expense associated with the amortization of intangible assets was $ 336 , $ 362 and $ 1,605 for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: Based on the intangible assets above, as of December 31, 2021, annual amortization of intangibles for each of the next five years is as follows:
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: The Company's intangible assets were fully amortized as of December 31, 2022.
Impairments of Goodwill
−Removed: At November 30, 2021 and 2020, in accordance with ASC 350, "Intangibles - Goodwill and Other" ("ASC 350"), the Company performed its annual goodwill impairment assessment and concluded that the fair value of its reporting units substantially exceeded their carrying values.
−Removed: At November 30, 2019, the Company determined that the fair value of its reporting units substantially exceeded their carrying values, with the exception of its Institutional Asset Management reporting unit, which was less than its carrying value.
−Removed: In determining the fair value of this reporting unit, the Company utilized a discounted cash flow methodology based on the adjusted cash flows from operations.
−Removed: As a result of this analysis, the Company recorded a goodwill impairment charge of $ 833 in the Investment Management segment, which is included within Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, 2019.
−Removed: This charge resulted in a decrease of $ 543 to Net Income Attributable to Evercore Inc.
−Removed: (after adjustments for noncontrolling interest and income taxes) for the year ended December 31, 2019.
−Removed: Additionally, in December 2019, the Company performed an impairment assessment of the goodwill remaining in the Institutional Asset Management reporting unit following the classification of the ECB Trust Business as Held for Sale, in accordance with ASC 350.
−Removed: In determining the fair value of this reporting unit, the Company utilized a discounted cash flow methodology based on the adjusted cash flows from operations.
−Removed: As a result of this analysis, the Company determined that the fair value of the remaining business in the Institutional Asset Management reporting unit was less than its carrying value.
−Removed: Accordingly, the Company recorded a goodwill impairment charge of $ 2,088 in the Investment Management segment, which is included within Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, 2019.
−Removed: This charge resulted in a decrease of $ 1,361 to Net Income Attributable to Evercore Inc.
−Removed: (after adjustments for noncontrolling interest and income taxes) for the year ended December 31, 2019.
+Added: At November 30, 2022 and 2021, in accordance with ASC 350, "Intangibles - Goodwill and Other" , the Company performed its annual goodwill impairment assessment and concluded that the fair value of its reporting units substantially exceeded their carrying values.
Note 6 – Special Charges, Including Business Realignment Costs
−Removed: The Company recognized $ 8,554 for the year ended December 31, 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 2021.
+Added: The Company recognized $ 3,126 for the year ended December 31, 2022, as Special Charges, Including Business Realignment Costs, related to charges associated with the prepayment of the Company's 5.23 % Series B senior notes originally due March 30, 2023 (the "Series B Notes"), as well as certain professional fees, separation benefits and other charges related to the ongoing wind-down of the Company's administrative functions in Mexico.
+Added: See Notes 5 and 13 for further information.
+Added: The Company recognized $ 8,554 for the year ended December 31, 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 investment strategy, the Company decided to wind-down during 2021.
See Note 10 for further information.
−Removed: The Company recognized $ 46,645 for the year ended December 31, 2020, as Special Charges, Including Business Realignment Costs, including expenses of $ 41,669 primarily for separation and transition benefits for certain employees terminated as a result of the Company's review of its operations, described below, $ 3,320 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, and $ 1,656 for charges related to the impairment of assets resulting from the wind-down of the Company's businesses in Mexico.
+Added: The Company recognized $ 46,645 for the year ended December 31, 2020, as Special Charges, Including Business Realignment Costs.
+Added: This included expenses of $ 41,669 primarily for separation and transition benefits for certain employees terminated as a result of the Company's review of its operations, described below, $ 3,320 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 and $ 1,656 for charges related to the impairment of assets resulting from the wind-down of the Company's businesses in Mexico.
See Note 5 for further information.
−Removed: 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.
+Added: As noted above, 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, which began in the fourth quarter of 2019, generated reductions of 8 % of the Company's headcount.
−Removed: In conjunction with the employment reductions, the Company incurred costs (including costs related to the acceleration of deferred compensation) of $ 41,669 and $ 2,850 for the years ended December 31, 2020 and 2019, respectively, which has been recorded in Special Charges Including Business Realignment Costs.
−Removed: The Company recognized $ 10,141 for the year ended December 31, 2019, as Special Charges, Including Business Realignment Costs, including expenses of $ 4,370 related to the acceleration of depreciation expense for leasehold improvements in conjunction with the expansion of the Company's headquarters in New York, a charge of $ 2,921 associated with the impairment of goodwill in the Company's Institutional Asset Management reporting unit and separation and transition benefits for certain employees terminated as a result of the Company's review of its operations of $ 2,850 (described above).
+Added: In conjunction with the employment reductions, the Company incurred costs (including costs related to the acceleration of deferred compensation) of $ 41,669 for the year ended December 31, 2020, which has been recorded in Special Charges Including Business Realignment Costs.
EVERCORE INC.
2 unchanged sentences
Note 7 – Related Parties
−Removed: Investment Banking Revenue includes advisory fees earned from clients that have the Company's Senior Managing Directors, certain Senior Advisors and executives as a member of their Board of Directors of $ 34,656 and $ 15,641 for the years ended December 31, 2021 and 2020, respectively.
+Added: Advisory Fees includes fees earned from clients that have the Company's Senior Managing Directors, certain Senior Advisors and executives as a member of their Board of Directors of $ 11,680 , $ 34,656 and $ 15,641 for the years ended December 31, 2022, 2021 and 2020, respectively.
Other Assets on the Consolidated Statements of Financial Condition includes the long-term portion of loans receivable from certain employees of $ 16,928 and $ 20,397 as of December 31, 2022 and 2021, respectively.
8 unchanged sentences
Members $ 30,188 $ 20,221
−Removed: Amounts Due Pursuant to Tax Receivable Agreements (a)
+Added: Amounts Due Pursuant to Tax Receivable Agreements (1)
+Added: 10,417 10,465
Amounts Due to Employees for the Sale of Outstanding Class R Interests of Private Capital Advisory L.P.
1 unchanged sentence
Payable to Employees and Related Parties $ 41,235 $ 58,876
−Removed: (a) Relates to the current portion of the Member exchange of Class A LP Units for Class A Shares.
−Removed: The long-term portion of $ 70,209 and $ 76,860 is disclosed in Amounts Due Pursuant to Tax Receivable Agreements on the Consolidated Statements of Financial Condition at December 31, 2021 and 2020, respectively.
−Removed: (b) Relates to the current portion of the amount due to employees of the Real Estate Capital Advisory ("RECA") business for the sale of Class R Interests of Private Capital Advisory L.P.
−Removed: The long-term portion of $ 20,587 due for contingent cash consideration is included within Other Long-term Liabilities on the Consolidated Statement of Financial Condition at December 31, 2021.
+Added: (1) Reflects the current portion due related to the Member exchange of Class A LP Units for Class A Shares.
+Added: The long-term portion of $ 61,169 and $ 70,209 is included within Amounts Due Pursuant to Tax Receivable Agreements on the Consolidated Statements of Financial Condition at December 31, 2022 and 2021, respectively.
+Added: (2) Reflects the current portion due to employees of the Real Estate Capital Advisory ("RECA") business for the sale of Class R Interests of Private Capital Advisory L.P.
+Added: The long-term portion of $ 5,036 and $ 20,587 due related to the contingent cash consideration is included within Other Long-term Liabilities on the Consolidated Statements of Financial Condition at December 31, 2022 and 2021, respectively.
See Note 16 for further information.
9 unchanged sentences
Equity Securities 558 — 223 335 666 193 — 859
−Removed: Debt Securities Carried by Broker-Dealers 784,813 43 14 784,842 550,002 27 3 550,026
+Added: Debt Securities Carried by EGL 363,824 1,814 — 365,638 784,813 43 14 784,842
Investment Funds 144,343 531 8,156 136,718 111,682 39,191 — 150,873
7 unchanged sentences
Due within one year $ 800,710 $ 805,190 $ 706,826 $ 706,847
+Added: Due after one year through five years 1,942 1,945 — —
Total $ 802,652 $ 807,135 $ 706,826 $ 706,847
5 unchanged sentences
Debt Securities are classified as available-for-sale securities within Investment Securities and Certificates of Deposit on the Consolidated Statements of Financial Condition.
−Removed: 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.
+Added: These securities are stated at fair value with unrealized gains and losses included in Accumulated Other Comprehensive Income (Loss) on the Consolidated Statements of Financial Condition and realized gains and losses included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
The Company had net realized gains (losses) of ($ 34 ), ($ 11 ) and $ 75 for the years ended December 31, 2022, 2021 and 2020, respectively.
1 unchanged sentence
Equity Securities are carried at fair value with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
−Removed: The Company had net realized and unrealized gains of $ 1,156 , $ 95 and $ 243 for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: Debt Securities Carried by Broker-Dealers
−Removed: EGL and other broker-dealer subsidiaries invest in fixed income portfolios consisting primarily of U.S.
+Added: The Company had net realized and unrealized gains (losses) of ($ 525 ), $ 1,156 and $ 95 for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: Debt Securities Carried by EGL
+Added: EGL invests in a fixed income portfolio consisting primarily of U.S.
Treasury bills.
1 unchanged sentence
The Company had net realized and unrealized gains (losses) of $ 1,777 , $ 6 and ($ 1,216 ) for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: Included in Investment Securities above at December 31, 2020, are $ 99,983 of U.S.
−Removed: Treasury bills purchased on December 31, 2020, which did not settle until January 4, 2021.
−Removed: 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 Consolidated Statement of Financial Condition.
EVERCORE INC.
5 unchanged sentences
These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
−Removed: The Company had net realized and unrealized gains of $ 29,025 , $ 16,913 and $ 13,785 for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: The Company periodically enters into futures contracts as an economic hedge against its deferred cash compensation program.
−Removed: See Note 19 for further information.
+Added: The Company had net realized and unrealized gains (losses) of ($ 29,778 ), $ 29,025 and $ 16,913 for the years ended December 31, 2022, 2021 and 2020, respectively.
Certificates of Deposit
−Removed: At December 31, 2021, the Company held certificates of deposit of $ 141,218 with certain banks with original maturities of four months or less when purchased.
+Added: At December 31, 2022 and 2021, the Company held certificates of deposit of $ 122,890 and $ 141,218 , respectively, with certain banks with original maturities of four months or less when purchased.
Note 9 – Leases
Operating Leases – The Company leases office space under non-cancelable lease agreements, which expire on various dates through 2035.
−Removed: 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.
+Added: The lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option.
Occupancy lease agreements, in addition to base rentals, generally are subject to escalation provisions based on certain costs incurred by the landlord.
1 unchanged sentence
Occupancy and Equipment Rental on the Consolidated Statements of Operations includes operating lease cost for office space of $ 51,913 , $ 49,580 and $ 48,561 for the years ended December 31, 2022, 2021 and 2020, respectively, and variable lease cost, which principally include costs for real estate taxes, common area maintenance and other operating expenses of $ 6,563 , $ 6,062 and $ 7,490 for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: 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.
−Removed: 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.
−Removed: In conjunction with its lease agreements at 55 East 52nd St., New York, New York, the Company had an option to take on an additional 30 rentable square feet of office space, which it exercised during 2021.
−Removed: The Company anticipates that it will take possession of this space during 2023.
−Removed: 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.
−Removed: 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 December 31, 2021 and 2020, respectively, which are secured by cash that is included in Other Assets on the Consolidated Statements of Financial Condition.
+Added: In conjunction with the lease of office space, the Company has entered into letters of credit in the amount of $ 5,637 and $ 5,616 as of December 31, 2022 and 2021, respectively, which are secured by cash that is included in Other Assets on the 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).
6 unchanged sentences
Other information as it relates to the Company's operating leases is as follows:
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
For the Years Ended December 31,
3 unchanged sentences
As of December 31, 2022, the maturities of the undiscounted operating lease liabilities for which the Company has commenced use are as follows:
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
2023 $ 49,288
6 unchanged sentences
Long-term lease liabilities $ 278,078
−Removed: 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 Consolidated Statements of Financial Condition as right-of-use assets and lease liabilities.
+Added: In December 2022, the Company entered into a lease agreement to take on 38 rentable square feet in New York, New York.
+Added: The Company took possession of this space in January 2023.
+Added: The approximate additional annual expense under this lease agreement, net of certain lease incentives, is $ 2,300 and the lease term will end on December 31, 2035.
+Added: 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, including the lease above, the Company entered into leases for office space which have not yet commenced and thus are not yet included on the Company's 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.
2 unchanged sentences
Note 10 – Investments
−Removed: The Company's investments reported on the 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 (through June 25, 2021), Glisco Manager Holdings LP and Trilantic.
+Added: The Company's investments reported on the 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 (through June 25, 2021), Glisco Manager Holdings LP and Trilantic (through September 2021).
The Company's investments are relatively high-risk and illiquid assets.
5 unchanged sentences
A summary of the Company's investments accounted for under the equity method of accounting as of December 31, 2022 and 2021 was as follows:
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
ABS $ 19,387 $ 40,977
3 unchanged sentences
Total $ 36,902 $ 58,590
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
On December 29, 2011, the Company made an investment accounted for under the equity method of accounting in ABS Investment Management, LLC.
1 unchanged sentence
Taken together, the ownership interests in ABS Investment Management Holdings LP and ABS Investment Management GP LLC were substantially equivalent to the contributed ownership interests in ABS Investment Management, LLC.
+Added: In January 2022, the Company entered into an agreement to sell a portion of its interest in ABS.
+Added: This transaction closed on March 28, 2022 and resulted in the reduction of the Company's ownership interest from 46 % to 26 %.
+Added: The Company received cash of $ 18,300 as consideration for its interests sold and recorded a gain of $ 1,294 for the year ended December 31, 2022, included within Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations.
At December 31, 2022, the Company's ownership interest in ABS was 26 %.
This investment resulted in earnings of $ 4,463 , $ 10,524 and $ 10,855 for the years ended December 31, 2022, 2021 and 2020, respectively, included within Income from Equity Method Investments on the Consolidated Statements of Operations.
−Removed: In January 2022, the Company entered into an agreement to sell a portion of its interest in ABS for $ 1,000 per 1 % sold.
−Removed: This transaction will result in the reduction of the Company's ownership interest from 46 % to a minimum of 26 %.
−Removed: The amount of interests sold, which is at the discretion of the buyer, will be determined at the closing of the transaction, which is expected to occur in March 2022.
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.
−Removed: At December 31, 2021, the Company's economic ownership interest in Atalanta Sosnoff was 49 %.
+Added: At December 31, 2022, the Company's ownership interest in Atalanta Sosnoff was 49 %.
This investment resulted in earnings of $ 2,319 , $ 2,300 and $ 1,997 for the years ended December 31, 2022, 2021 and 2020, respectively, included within Income from Equity Method Investments on the Consolidated Statements of Operations.
7 unchanged sentences
The Company accounts for its interest under the equity method of accounting.
−Removed: This investment resulted in earnings of $ 3 for the year ended December 31, 2021, included within Income from Equity Method Investments on the Consolidated Statement of Operations.
+Added: This investment resulted in earnings of $ 404 and $ 3 for the years ended December 31, 2022 and 2021, respectively, included within Income from Equity Method Investments on the Consolidated Statements of Operations.
This investment is subject to currency translation from the Brazilian real to the U.S.
1 unchanged sentence
The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees.
−Removed: The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 316 , $ 316 and $ 684 for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 316 for each of the years ended December 31, 2022, 2021 and 2020.
The Company assesses its equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
1 unchanged sentence
On December 31, 2017, the Company exchanged all of its outstanding equity interests in G5 for debentures of G5.
−Removed: The Company previously recorded its investment in G5 as a held-to-maturity debt security within Investments on the Consolidated Statement of Financial Condition.
+Added: The Company recorded this investment as a held-to-maturity debt security within Investments on the 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.
−Removed: This investment was subject to currency translation from the Brazilian real to the U.S.
+Added: This investment was subject to
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: currency translation from the Brazilian real to the U.S.
dollar, included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
−Removed: This investment had a balance of $ 7,385 as of December 31, 2020.
−Removed: 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 Consolidated Statements of Operations for the year ended December 31, 2021.
+Added: 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 Consolidated Statement of Operations for the year ended December 31, 2021.
Investments in Private Equity
5 unchanged sentences
("Trilantic V") and Trilantic Capital Partners VI (North America), L.P.
−Removed: ("Trilantic VI").
+Added: ("Trilantic VI") (through January 1, 2022).
Portfolio holdings of the private equity funds are carried at fair value.
5 unchanged sentences
Total Private Equity Funds $ 5,541 $ 15,689
−Removed: Net realized and unrealized losses on private equity fund investments were ($ 1,059 ), ($ 1,388 ) and ($ 790 ) for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: Net realized and unrealized gains (losses) on private equity fund investments were $ 347 , ($ 1,059 ) and ($ 1,388 ) for the years ended December 31, 2022, 2021 and 2020, respectively.
In the event the funds perform poorly, the Company may be obligated to repay certain carried interest previously distributed.
1 unchanged sentence
On December 14, 2021, the Company entered into an agreement to sell its interests in Trilantic VI for $ 9,188 (see "Investment in Trilantic Capital Partners" below).
−Removed: Consideration for this transaction was received in December 2021 and is reflected in Cash and Cash Equivalents and Other Current Liabilities on the Consolidated Statement of Financial Condition at December 31, 2021.
+Added: Consideration for this transaction was received in December 2021 and was reflected in Cash and Cash Equivalents and Other Current Liabilities on the Consolidated Statement of Financial Condition at December 31, 2021.
This transaction closed on January 1, 2022 and as of that date, the Company has no further commitments to invest in Trilantic VI.
General Partners of Private Equity Funds which are VIEs
−Removed: 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.
+Added: The Company has concluded that Glisco Capital Partners II, Glisco Capital Partners III and Glisco Manager Holdings LP are VIEs and that the Company is not the primary beneficiary of these VIEs.
The Company's assessment of the primary beneficiary of these entities included assessing which parties have the power to significantly impact the economic performance of these entities and the obligation to absorb losses, which could be potentially significant to the entities, or the right to receive benefits from the entities that could be potentially significant.
1 unchanged sentence
Further, as a limited partner in these entities, the Company does not possess substantive participating rights.
−Removed: The Company had assets of $ 3,408 and $ 3,083 included in its Consolidated Statements of Financial Condition at December 31, 2021 and 2020,
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: respectively, related to these unconsolidated VIEs, representing the carrying value of the Company's investments in the entities.
+Added: The Company had assets of $ 3,166 and $ 3,408 included in its Consolidated Statements of Financial Condition at December 31, 2022 and 2021, respectively, related to these unconsolidated VIEs, representing the carrying value of the Company's investments in the entities.
The Company's exposure to the obligations of these VIEs is generally limited to its investments in these entities.
1 unchanged sentence
Investment in Trilantic Capital Partners
−Removed: In 2010, the Company made a limited partnership investment in Trilantic in exchange for 500 Class A LP Units having a fair value of $ 16,090 .
−Removed: This investment gave the Company the right to invest in Trilantic's current and future private equity funds, beginning with Trilantic Fund IV.
−Removed: The Company accounted for this investment at its cost minus impairment, if any, plus or minus changes resulting from observable price changes.
−Removed: The Company had a $ 5,000 commitment to invest in Trilantic Fund V, of which $ 336 was unfunded at December 31, 2021.
−Removed: The Company also had a $ 12,000 commitment to invest in Trilantic Fund VI, of which $ 3,420 was unfunded at December 31, 2021.
−Removed: During 2021, consistent with the Company's current investment strategy, the Company decided to wind-down its investment relationship with Trilantic.
−Removed: Accordingly, the Company wrote-off the remaining carrying value of its investment in Trilantic, as well as certain amounts allocated to fund investments exceeding their net asset value.
−Removed: As a result, the Company recorded an aggregate charge of $ 8,554 within Special Charges, Including Business Realignment Costs, on the Consolidated Statements of Operations for the year ended December 31, 2021.
+Added: During 2021, consistent with the Company's investment strategy, the Company decided to wind down its investment relationship with Trilantic.
+Added: Accordingly, the Company wrote-off the remaining carrying value of its investment in Trilantic, as well as certain amounts allocated to fund investments exceeding net asset value.
+Added: As a result, the Company recorded an aggregate charge of $ 8,554 within Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, 2021.
See above in "Investments in Private Equity" for further information.
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
Other Investments
2 unchanged sentences
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.
−Removed: This investment is accounted for at its cost minus impairment, if any, plus or minus changes resulting from observable price changes.
−Removed: The Company amortizes the balance of its investment as distributions are received related to the deferred consideration.
−Removed: This investment had a balance of $ 221 and $ 387 as of December 31, 2021 and 2020, respectively.
+Added: This investment was accounted for at its cost minus impairment, if any, plus or minus changes resulting from observable price changes.
+Added: The Company amortized the balance of its investment as distributions were received related to the deferred consideration.
+Added: This investment was fully amortized as of December 31, 2022 and had a balance of $ 221 as of December 31, 2021.
Note 11 – Fair Value Measurements
4 unchanged sentences
Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date.
−Removed: The type of investments included in Level 1 include listed equities, listed derivatives and treasury bills.
+Added: The type of investments included in Level 1 include listed equities, listed derivatives and treasury bills and notes.
As required by ASC 820, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.
3 unchanged sentences
The inputs into the determination of fair value require significant management judgment or estimation.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of December 31, 2022 and 2021:
1 unchanged sentence
Level 1 Level 2 Level 3 Total
−Removed: Debt Securities Carried by Broker-Dealers $ 784,842 $ — $ — $ 784,842
+Added: Debt Securities Carried by EGL $ 365,638 $ — $ — $ 365,638
Other Debt and Equity Securities (1)
4 unchanged sentences
Level 1 Level 2 Level 3 Total
−Removed: Debt Securities Carried by Broker-Dealers $ 550,026 $ — $ — $ 550,026
+Added: Debt Securities Carried by EGL $ 784,842 $ — $ — $ 784,842
Other Debt and Equity Securities (1)
2 unchanged sentences
Total Assets Measured At Fair Value $ 1,646,421 $ — $ — $ 1,646,421
−Removed: (1) Includes $ 3,000 and $ 7,000 of treasury bills and notes classified within Cash and Cash Equivalents on the Consolidated Statement of Financial Condition as of December 31, 2021 and 2020, respectively.
+Added: (1) Includes $ 7,939 and $ 3,000 of treasury bills classified within Cash and Cash Equivalents on the Consolidated Statements of Financial Condition as of December 31, 2022 and 2021, respectively.
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
2 unchanged sentences
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 Consolidated Statements of Financial Condition, are listed in the tables below.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
December 31, 2022
19 unchanged sentences
Cash and Cash Equivalents $ 575,317 $ 575,317 $ — $ — $ 575,317
−Removed: Debt Security Investment 7,385 — — 7,385 7,385
+Added: Certificates of Deposit 141,218 — 141,218 — 141,218
Receivables (1)
8 unchanged sentences
Notes Payable 376,243 — 390,288 — 390,288
−Removed: 376,492 — 409,682 — 409,682
(1) Includes Accounts Receivable, as well as long-term receivables, which are included in Other Assets on the Consolidated Statements of Financial Condition.
(2) Includes current and long-term contract assets included in Other Current Assets and Other Assets on the Consolidated Statements of Financial Condition.
−Removed: (3) Includes current and long-term Notes Payable included in Current Portion of Notes Payable and Notes Payable on the Consolidated Statements of Financial Condition.
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
Note 12 – Furniture, Equipment and Leasehold Improvements
−Removed: Furniture, Equipment and Leasehold Improvements consisted of the following:
+Added: Furniture, Equipment and Leasehold Improvements consisted of the following as of December 31, 2022 and 2021:
Furniture and Equipment $ 89,208 $ 81,595
4 unchanged sentences
Furniture, Equipment and Leasehold Improvements, Net $ 143,268 $ 148,589
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
Depreciation and amortization expense for Furniture, Equipment and Leasehold Improvements totaled $ 27,377 , $ 27,737 and $ 24,640 for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: In addition, the Company recognized Special Charges, Including Business Realignment Costs, of $ 3,320 and $ 4,370 for the years ended December 31, 2020 and 2019, 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.
−Removed: See Note 6 for further information.
+Added: In addition, the Company recognized Special Charges, Including Business Realignment Costs, of $ 3,320 for the year ended December 31, 2020, 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.
The Company also recorded $ 480 in Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, 2020, for charges related to the impairment of leasehold improvements resulting from the wind-down of the Company's businesses in Mexico.
1 unchanged sentence
Other Assets on the Consolidated Statements of Financial Condition includes capitalized costs associated with cloud computing arrangements of $ 11,437 and $ 9,419 as of December 31, 2022 and 2021, respectively.
−Removed: Amortization expense, included within Communications and Information Services on the Consolidated Statement of Operations, for capitalized costs associated with cloud computing arrangements totaled $ 1,245 for the year ended December 31, 2021.
+Added: Amortization expense for capitalized costs associated with cloud computing arrangements was $ 1,670 and $ 1,245 for the years ended December 31, 2022 and 2021, respectively, included within Communications and Information Services on the Consolidated Statements of Operations.
Note 13 – Notes Payable
1 unchanged sentence
On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes, including:
−Removed: $ 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.
−Removed: In March 2021, the Company repaid the $ 38,000 aggregate principal amount of its Series A Notes.
+Added: $ 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 Series B Notes which were originally due March 30, 2023, $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 (the "Series C Notes") and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the "2016 Private Placement Notes"), pursuant to a note purchase agreement (the "2016 Note Purchase Agreement") dated as of March 30, 2016, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
Interest on the 2016 Private Placement Notes is payable semi-annually and the 2016 Private Placement Notes are guaranteed by certain of the Company's domestic subsidiaries.
2 unchanged sentences
As of December 31, 2022, the Company was in compliance with all of these covenants.
+Added: In March 2021, the Company repaid the $ 38,000 aggregate principal amount of its Series A Notes .
+Added: On June 28, 2022, the Company prepaid the $ 67,000 aggregate principal amount of its Series B Notes plus the applicable make-whole amount.
+Added: In conjunction with the June 2022 prepayment and the acceleration of the remaining debt issuance costs, the Company recorded a
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: loss of $ 456 for the year ended December 31, 2022, included within Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations.
2019 Private Placement Notes
3 unchanged sentences
$ 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.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
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.
3 unchanged sentences
2021 Private Placement Notes
−Removed: 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.
+Added: On March 29, 2021, the Company issued $ 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.
2 unchanged sentences
As of December 31, 2022, the Company was in compliance with all of these covenants.
+Added: 2022 Private Placement Notes
+Added: On June 28, 2022, the Company issued $ 67,000 aggregate principal amount of its 4.61 % Series J senior notes due November 15, 2028 (the "Series J Notes" or the "2022 Private Placement Notes"), pursuant to a note purchase agreement (the "2022 Note Purchase Agreement") dated as of June 28, 2022, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Interest on the 2022 Private Placement Notes is payable semi-annually and the 2022 Private Placement Notes are guaranteed by certain of the Company's domestic subsidiaries.
+Added: The Company may, at its option, prepay all, or from time to time any part of, the 2022 Private Placement Notes, in an amount not less than 5 % of the aggregate principal amount of the 2022 Private Placement Notes then outstanding at 100 % of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2022 Private Placement Notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the 2022 Private Placement Notes plus accrued and unpaid interest to the prepayment date.
+Added: The 2022 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio and a minimum tangible net worth, and customary events of default.
+Added: As of December 31, 2022, the Company was in compliance with all of these covenants.
Notes Payable is comprised of the following as of December 31, 2022 and 2021:
−Removed: Carrying Value (a)
+Added: Carrying Value (1) at
Note Maturity Date Effective Annual Interest Rate 2022 2021
Evercore Inc.
−Removed: 4.88 % Series A Senior Notes
−Removed: 3/30/2021 5.16 % $ — $ 37,974
−Removed: Evercore Inc.
5.23 % Series B Senior Notes
21 unchanged sentences
8/1/2025 2.20 % 37,785 37,704
+Added: Evercore Inc.
+Added: 4.61 % Series J Senior Notes
+Added: 11/15/2028 5.02 % 65,629 —
Total $ 371,774 $ 376,243
−Removed: Current Portion of Notes Payable — ( 37,974 )
−Removed: Notes Payable $ 376,243 $ 338,518
−Removed: (a) Carrying value has been adjusted to reflect the presentation of debt issuance costs as a direct reduction from the related liability.
+Added: (1) Carrying value has been adjusted to reflect the presentation of debt issuance costs as a direct reduction from the related liability.
As of December 31, 2022, the future payments required on the Notes Payable, including principal and interest, were as follows:
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
2023 $ 16,158
9 unchanged sentences
The Company, at its sole discretion, determines the amount, if any, of profit to be contributed to the Evercore Plan.
−Removed: Effective January 1, 2020, the Evercore Plan was amended to provide for a matching contribution from the Company to be made for eligible participants, as defined by the Evercore Plan.
−Removed: The matching contribution from the Company will be made annually pursuant to a discretionary formula.
−Removed: The matching contribution will be determined as 100 % of up to 3 % of eligible compensation, defined as salary plus cash bonus compensation, to a maximum of $ 3 per employee.
−Removed: Catch-up contributions will not be matched.
−Removed: Participants will vest 100 % in the matching contribution from the Company upon completion of three years of service.
−Removed: The Company made contributions to the Evercore Plan of $ 2,032 for the year ended December 31, 2021 and no contributions for each of the years ended December 31, 2020 and 2019, respectively.
+Added: The Evercore Plan provides for a matching contribution from the Company to be made for eligible participants, as defined by the Evercore Plan.
+Added: The matching contribution from the Company is made annually pursuant to a discretionary formula.
+Added: The matching contribution is determined as 100 % of up to 3 % of eligible compensation, defined as salary plus cash bonus
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: compensation, to a maximum of $ 3 per employee.
+Added: Catch-up contributions are not matched.
+Added: Participants vest 100 % in the matching contribution from the Company upon completion of three years of service.
+Added: The Company made contributions to the Evercore Plan of $ 2,188 and $ 2,032 for the years ended December 31, 2022 and 2021, respectively, and no contributions for the year ended December 31, 2020.
Evercore Europe Defined Contribution Benefit Plan – Evercore U.K.
15 unchanged sentences
Personal Pension Plan – For employees of Evercore ISI U.K., a personal pension plan is available for all employees to contribute a percentage of their salary.
−Removed: The Company contributed up to 5 % of an employee's salary through March 2018;
−Removed: starting in April 2018, the Company contributes up to 6 % of an employee's salary.
+Added: The Company contributes up to 9 % of an employee's salary.
The Company made contributions to the Evercore ISI U.K.
1 unchanged sentence
Contributions to the various plans are recorded in Employee Compensation and Benefits on the Consolidated Statements of Operations and accrued in Accrued Compensation and Benefits on the Consolidated Statements of Financial Condition.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: In addition, the Company self-funds certain medical benefits and offers separation and transition and certain other benefits.
+Added: In addition, the Company offers separation and transition and certain other benefits.
See Note 18 for further information.
+Added: Self-Funded Medical Insurance Program – Effective January 1, 2023, the Company changed its medical insurance plan in the U.S.
+Added: from a fully insured to a self-funded plan.
+Added: The Company is liable for the funding of claims under the self-funded plan.
+Added: The Company also maintains stop-loss insurance for its medical plan to provide coverage for claims over a defined financial threshold.
+Added: As of January 1, 2023, the estimated present value of the liability related to incurred but not reported claims was approximately $ 3,530 .
Note 15 – Evercore Inc.
Stockholders' Equity
−Removed: Dividends – The Company's Board of Directors declared on February 1, 2022, a quarterly cash dividend of $ 0.68 per share, to the holders of record of Class A Shares as of February 25, 2022, which will be paid on March 11, 2022.
+Added: Dividends – The Company's Board of Directors declared on January 31, 2023, a quarterly cash dividend of $ 0.72 per share, to the holders of record of Class A Shares as of February 24, 2023, which will be paid on March 10, 2023.
During the year ended December 31, 2022, the Company declared and paid dividends of $ 2.84 per share, totaling $ 111,568 , and accrued deferred cash dividends on unvested RSUs, totaling $ 15,236 .
1 unchanged sentence
During the year ended December 31, 2021, the Company declared and paid dividends of $ 2.65 per share, totaling $ 105,975 , and accrued deferred cash dividends on unvested RSUs, totaling $ 14,332 .
−Removed: During the year end ed December 31, 2020, the Company also paid deferred cash dividends of $ 11,356 .
+Added: During the year ended December 31, 2021, the Company also paid deferred cash dividends of $ 12,796 .
Treasury Stock – During the year ended December 31, 2022, the Company purchased 1,011 Class A Shares from employees at an average cost per share of $ 127.02 , primarily for the net settlement of stock-based compensation awards, and 3,427 Class A Shares at an average cost per share of $ 114.39 pursuant to the Company's share repurchase program.
The aggregate 4,438 Class A Shares were purchased at an average cost per share of $ 117.27 , and the result of these purchases was an increase in Treasury Stock of $ 520,465 on the Company's Consolidated Statement of Financial Condition as of December 31, 2022.
−Removed: During the year ended December 31, 2020, the Company purchased 1,068 Class A Shares from employees at an average cost per share of $ 76.51 , primarily for the net settlement of stock-based compensation awards, and 854 Class A Shares at an average cost per share of $ 75.93 pursuant to the Company's share repurchase program.
+Added: During the year ended December 31, 2021, the Company purchased 995 Class A Shares from employees at an
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: average cost per share of $ 118.62 , primarily for the net settlement of stock-based compensation awards, and 4,461 Class A Shares at an average cost per share of $ 135.11 pursuant to the Company's share repurchase program.
The aggregate 5,456 Class A Shares were purchased at an average cost per share of $ 132.10 , and the result of these purchases was an increase in Treasury Stock of $ 720,725 on the Company's Consolidated Statement of Financial Condition as of December 31, 2021.
−Removed: LP Units – During the year ended December 31, 2021, 242 LP Units were exchanged for Class A Shares, resulting in an increase to Common Stock and Additional Paid-In-Capital of $ 2 and $ 12,304 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2021.
−Removed: During the year ended December 31, 2020, 899 LP Units were exchanged for Class A Shares, resulting in an increase to Common Stock and Additional Paid-In-Capital of $ 9 and $ 37,674 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2020.
−Removed: See Note 21 for further information.
+Added: LP Units – During the year ended December 31, 2022, 2,574 LP Units were exchanged for Class A Shares, resulting in an increase to Class A Common Stock and Additional Paid-In-Capital of $ 26 and $ 159,386 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2022.
+Added: During the year ended December 31, 2021, 242 LP Units were exchanged for Class A Shares, resulting in an increase to Class A Common Stock and Additional Paid-In-Capital of $ 2 and $ 12,304 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2021.
+Added: See Notes 16 and 21 for further information.
Accumulated Other Comprehensive Income (Loss) – As of December 31, 2022, Accumulated Other Comprehensive Income (Loss) on the Company's Consolidated Statement of Financial Condition includes an accumulated Unrealized Gain (Loss) on Securities and Investments, net, and Foreign Currency Translation Adjustment Gain (Loss), net, of ($ 2,450 ) and ($ 25,492 ), respectively.
4 unchanged sentences
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.
+Added: Noncontrolling ownership interests for the Company's subsidiaries were as follows:
+Added: As of December 31,
2022 2021 2020
2 unchanged sentences
26 % 26 % 26 %
−Removed: — % 38 % 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.
+Added: The Noncontrolling Interests for Evercore LP and EWM have rights, in certain circumstances, to convert into Class A Shares.
+Added: The Company has outstanding Class A, E, I and K LP Units in Evercore LP which give the holders the right to receive Class A Shares upon exchange on a one-for-one basis.
+Added: See Note 2 for further information.
+Added: During the period January 1, 2023 through December 31, 2023, the Company has the option to purchase, at fair value, a portion of the outstanding EWM Class A Units such that the noncontrolling interest holders would continue to hold no less than 25 % of the outstanding units following the transaction.
+Added: This transaction may be settled in cash, Evercore LP Units or Class A shares of the Company, at the Company’s discretion.
+Added: If the Company has not exercised its option prior to the end of the option period, or the noncontrolling interest holders continue to hold greater than 25 % of the outstanding units following the transaction, the noncontrolling interest holders may exchange their interests for Evercore LP Units, at fair value, sufficient to reduce their outstanding interest to 25 %.
+Added: As of December 31, 2022, the EWM members held 26 % of the outstanding EWM Units.
+Added: Changes in Noncontrolling Interest for the years ended December 31, 2022, 2021 and 2020 were as follows:
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: The Noncontrolling Interests for Evercore LP, EWM and RECA have rights, in certain circumstances, to convert into Class A Shares.
−Removed: Changes in Noncontrolling Interest for the years ended December 31, 2021, 2020 and 2019 were as follows:
For the Years Ended December 31,
15 unchanged sentences
See Note 5 for further information.
−Removed: LP Units Exchanged – During the year ended December 31, 2021, 242 LP Units were exchanged for Class A Shares.
−Removed: This resulted in a decrease to Noncontrolling Interest of $ 12,306 and an increase to Additional-Paid-In-Capital of $ 12,304 on the Company's Consolidated Statement of Financial Condition as of December 31, 2021.
−Removed: In addition, 899 and 353 LP Units were exchanged for Class A Shares during the years ended December 31, 2020 and 2019, respectively.
−Removed: See Note 15 for further information.
−Removed: On February 24, 2022, the Company entered into an agreement (the "Exchange Agreement") with ISI Holding, Inc.
+Added: LP Units Exchanged – On February 24, 2022, the Company entered into an agreement (the "Exchange Agreement") with ISI Holding, Inc.
("ISI Holding"), the principal stockholder of which is Ed Hyman, an executive officer of the Company.
−Removed: Pursuant to the Exchange Agreement, ISI Holding has agreed to exercise its existing conversion rights under the terms of the partnership agreement of Evercore LP to exchange (the "Exchange") all 2,545 of the Class E LP Units owned by it for 2,545 Class A Shares.
−Removed: Following the Exchange, ISI Holding will liquidate and distribute the Class A Shares received in the Exchange to its stockholders in accordance with their ownership interests in ISI Holding.
+Added: Pursuant to the Exchange Agreement, ISI Holding exercised its existing conversion rights under the terms of the partnership agreement of Evercore LP to exchange (the "Exchange") all 2,545 of the Class E LP Units owned by it for 2,545 Class A Shares.
+Added: Following the Exchange, ISI Holding liquidated and distributed the Class A Shares received in the Exchange to its stockholders in accordance with their ownership interests in ISI Holding.
The parties have relied on the exemption from the registration requirements of the Securities Act of 1933 under Section 4(a)(2) thereof for the Exchange.
−Removed: The Exchange will result in a decrease in noncontrolling interest of Evercore LP from 11 % to approximately 5 %.
+Added: During the year ended December 31, 2022, 2,574 LP Units were exchanged for Class A Shares, including the Class E LP Units described above.
+Added: This resulted in a decrease to Noncontrolling Interest of $ 159,412 and increases to Additional-Paid-In-Capital and Class A Common Stock of $ 159,386 and $ 26 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2022.
+Added: In addition, 242 and 899 LP Units were exchanged for Class A Shares during the years ended December 31, 2021 and 2020, respectively.
+Added: See Note 15 for further information.
+Added: Interests Issued – During 2021, certain employees of EWM purchased EWM Class A Units, at fair value, resulting in an increase to Noncontrolling Interest of $ 1,175 on the Company's Consolidated Statement of Financial Condition as of December 31, 2021.
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: Interests Issued – During 2021, certain employees of EWM purchased EWM Class A Units, at fair value, resulting in an increase to Noncontrolling Interest of $ 1,175 on the Company's Consolidated Statement of Financial Condition as of December 31, 2021.
During 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 Consolidated Statement of Financial Condition as of December 31, 2021.
−Removed: During 2019, 32 Class A LP Units were issued, primarily related to the purchase of EWM Class A Units.
Interests Purchased – During 2022, the Company purchased, at fair value, an additional 0.9 % of the EWM Class A Units for $ 3,154 .
This purchase resulted in a decrease to Noncontrolling Interest of $ 195 and a decrease to Additional-Paid-In-Capital of $ 2,959 on the Company's Consolidated Statement of Financial Condition as of December 31, 2022.
+Added: During 2021, the Company purchased, at fair value, an additional 1 % of the EWM Class A Units for $ 3,170 .
+Added: 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 Consolidated Statement of Financial Condition as of December 31, 2021.
On December 31, 2021, the Company purchased, at fair value, all of the outstanding Class R Interests of Private Capital Advisory L.P.
from employees of the RECA business for $ 54,297 .
−Removed: The Company’s consideration for this transaction included the payment of $ 6,000 of cash in 2021, $ 27,710 of cash payable in early 2022, included within Payable to Employees and Related Parties on the Company's Consolidated Statement of Financial Condition as of December 31, 2021, and contingent cash consideration which will be settled in early 2024.
−Removed: The contingent consideration has a fair value of $ 20,587 as of December 31, 2021 and is included within Other Long-term Liabilities on the Company's Consolidated Statement of Financial Condition.
+Added: Consideration for this transaction included the payment of $ 6,000 of cash in 2021, $ 27,710 of cash in 2022, and contingent cash consideration which will be settled in early 2024.
+Added: The fair value of the remaining contingent consideration is $ 6,119 and $ 20,587 as of December 31, 2022 and 2021, respectively, $ 1,083 of which is included within Other Current Liabilities on the Company's Consolidated Statement of Financial Condition as of December 31, 2022 and the remainder of which is included within Other Long-term Liabilities on the Company's Consolidated Statement of Financial Condition as of December 31, 2022.
+Added: The amount of contingent consideration to be paid is dependent on the RECA business achieving certain revenue performance targets.
+Added: The decline in the fair value of contingent consideration in 2022 reduced Other Operating Expenses by $ 14,468 on the Consolidated Statements of Operations.
The fair value of the contingent consideration reflects the present value of the expected payment due based on the current expectation for the business meeting the revenue performance targets.
−Removed: The amount of contingent consideration to be paid is dependent on the business achieving certain revenue performance targets.
This purchase resulted in a decrease to Noncontrolling Interest of $ 7,137 and a decrease to Additional Paid-In-Capital of $ 47,160 on the Company’s Consolidated Statement of Financial Condition on December 31, 2021.
In conjunction with this transaction, the Company will also issue two separate payments in early 2023 and 2024, contingent on continued employment with the Company, and accordingly, will be treated as compensation expense for accounting purposes in the periods earned.
−Removed: These payments will also be dependent on the business achieving certain revenue performance targets.
+Added: These payments will also be dependent on the RECA business achieving certain revenue performance targets.
During 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 years ended December 31, 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 Consolidated Statement of Financial Condition as of December 31, 2020.
−Removed: On May 31, 2019, the Company purchased, at fair value, the remaining 10 % of the Private Capital Advisory L.P.
−Removed: Common Interests for $ 28,382 .
−Removed: This purchase resulted in a decrease to Noncontrolling Interest of $ 6,674 and a decrease to Additional Paid-In-Capital of $ 21,708 , on the Company's Consolidated Statement of Financial Condition as of December 31, 2019.
−Removed: On May 31, 2019, the Company also purchased, at fair value, an additional 17 % of the EWM Class A Units for $ 24,533 (in cash of $ 21,832 and the issuance of 31 Class A LP Units having a fair value of $ 2,701 ).
−Removed: This purchase resulted in a net decrease to Noncontrolling Interest of $ 4,759 and a decrease to Additional Paid-In-Capital of $ 19,774 , on the Company's Consolidated Statement of Financial Condition as of December 31, 2019.
Note 17 – Net Income Per Share Attributable to Evercore Inc.
18 unchanged sentences
common shareholders $ 476,520 $ 740,116 $ 350,574
−Removed: Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares (b) (b) (b)
−Removed: Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above (b) (b) (b)
+Added: Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares (1)
+Added: Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above (1)
Diluted net income attributable to Evercore Inc.
2 unchanged sentences
Weighted average Class A Shares outstanding, including vested RSUs 39,224 40,054 40,553
−Removed: Assumed exchange of LP Units for Class A Shares (a)(b)
−Removed: 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 2,768 1,578 2,082
−Removed: Shares that are contingently issuable (c)
+Added: Assumed exchange of LP Units for Class A Shares (1)(2)
+Added: Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method 1,605 2,768 1,578
+Added: Shares that are contingently issuable (3)
Diluted weighted average Class A Shares outstanding 41,037 43,321 42,623
1 unchanged sentence
common shareholders $ 11.61 $ 17.08 $ 8.22
−Removed: (a) The Company previously had outstanding Class J LP Units, which converted into Class E LP Units and ultimately became exchangeable into Class A Shares on a one -for-one basis.
−Removed: As of December 31, 2021 and 2020, no Class J LP Units remained issued or outstanding.
−Removed: See Note 18 for further information.
−Removed: During the years ended December 31, 2020 and 2019, 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.
−Removed: common shareholders under the if-converted method.
−Removed: In computing this adjustment, the Company assumes that all Class J LP Units are converted into Class A Shares.
−Removed: (b) The Company has outstanding Class A, E and K LP Units, which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis.
−Removed: During the years ended December 31, 2021, 2020 and 2019, the Class A, E and K 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.
+Added: (1) The Company has outstanding Class A, E, I and K LP Units, which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis.
+Added: During the years ended December 31, 2022, 2021 and 2020, these 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.
2 unchanged sentences
The adjustment to the numerator, diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $ 43,520 , $ 92,797 and $ 45,578 for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: In computing this adjustment, the Company assumes that all Class A, E and K LP Units are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Inc.
+Added: In computing this adjustment, the Company assumes that all Class A, E, I and K 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.
−Removed: The Company does not anticipate that the Class A, E and K LP Units will result in a dilutive computation in future periods.
+Added: The Company does not anticipate that the Class A, E, I and K LP Units will result in a dilutive computation in future periods.
+Added: (2) The Company previously had outstanding Class J LP Units, which converted into Class E LP Units and ultimately became exchangeable into Class A Shares on a one -for-one basis.
+Added: As of December 31, 2022, 2021 and 2020, no Class J LP Units remained issued or outstanding.
+Added: See Note 18 for further information.
+Added: During the year ended December 31, 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.
+Added: common shareholders under the if-converted method.
+Added: In computing this adjustment, the Company assumes that all Class J LP Units are converted into Class A Shares.
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: (c) The Company has outstanding Class I-P Units which are contingently exchangeable into Class I LP Units, and ultimately Class A Shares, and outstanding Class K-P Units which are contingently exchangeable into Class K LP Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved.
+Added: (3) The Company previously had outstanding Class I-P Units which were contingently exchangeable into Class I LP Units, and ultimately Class A Shares, and has outstanding Class K-P Units which are contingently exchangeable into Class K LP Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved.
+Added: On March 1, 2022, all of the Class I-P Units converted to Class I LP Units.
+Added: See Note 18 for further information.
For the purposes of calculating diluted net income per share attributable to Evercore Inc.
1 unchanged sentence
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.
−Removed: 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.
−Removed: common shareholders were 499 , 420 and 400 for the years ended December 31, 2021, 2020 and 2019, respectively.
The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company.
2 unchanged sentences
Note 18 – Share-Based and Other Deferred Compensation
−Removed: Equities business – In conjunction with the acquisition of the operating businesses of ISI in 2014, the Company issued Evercore LP units and interests which have been treated as compensation.
+Added: Equities business – In conjunction with the acquisition of the operating businesses of ISI in 2014, the Company issued Evercore LP units and interests which were treated as compensation.
In July 2017, the Company exchanged all of the previously outstanding 4,148 Class H limited partnership interests of Evercore LP 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.
−Removed: Compensation expense related to the Class J LP Units was $ 1,067 and $ 18,101 for the years ended December 31, 2020 and 2019, respectively.
+Added: Compensation expense related to the Class J LP Units was $ 1,067 for the year ended December 31, 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.
−Removed: Class I-P Units – In November 2016, the Company issued 400 Class I-P Units in conjunction with the appointment of the Co-Chief Executive Officer (then Executive Chairman).
−Removed: 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.
−Removed: 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).
−Removed: The Company determined the fair value of the award to be $ 24,412 and is expensing the award ratably over the implied service period, which ends on March 1, 2022.
−Removed: 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.
+Added: Class I-P Units – In November 2016, the Company awarded 400 Class I-P Units in conjunction with the appointment of the Chief Executive Officer (then Executive Chairman).
+Added: These Class I-P Units converted into 400 Class I LP Units (which are exchangeable on a one -for-one basis to Class A Shares) upon the achievement of certain market and service conditions on March 1, 2022.
Compensation expense related to this award was $ 753 , $ 4,625 and $ 4,632 for the years ended December 31, 2022, 2021 and 2020, respectively .
−Removed: Class K-P Units – In November 2017, the Company issued 64 Class K-P Units to an employee of the Company.
+Added: Class K-P Units – The Company has awarded the following Class K-P Units:
+Added: • In November 2017, the Company awarded 64 Class K-P Units to an employee of the Company.
These Class K-P Units converted into 80 Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares) upon the achievement of certain defined benchmark results relating to the employee's business and continued service through December 31, 2021.
−Removed: In June 2019, the Company issued 220 Class K-P Units to an employee of the Company.
+Added: • In June 2019, the Company awarded 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 relating to the employee's business 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.
−Removed: In December 2021, the Company issued 400 Class K-P Units to certain employees of the Company.
+Added: In February 2023, the first tranche of 120 Class K-P Units converted into 193 Class K LP Units upon the achievement of certain performance conditions and service conditions.
+Added: • In December 2021, the Company awarded 400 Class K-P Units to certain employees 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 market conditions, defined benchmark results and continued service through December 31, 2025.
−Removed: As this award contains market, performance and service conditions, the expense for this award will reflect
+Added: As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance and service conditions.
+Added: • In December 2022, the Company awarded 200 Class K-P Units to an employee of the Company.
+Added: These Class K-P Units are segregated into four tranches of 50 Class K-P Units each.
+Added: The first three tranches 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 market conditions and continued service through February 28, 2025, 2026 and 2027, respectively, while the final tranche converts 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 market conditions, defined benchmark results relating to the employee's business and continued service through February 28, 2028.
+Added: As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.
These Class K-P Units in the aggregate may convert into a maximum of 1,500 Class K LP Units, contingent upon the achievement of certain defined benchmarks and continued service, as described above.
1 unchanged sentence
Aggregate compensation expense related to the Class K-P Units was $ 22,672 , $ 8,564 and $ 8,920 for the years ended December 31, 2022, 2021 and 2020, respectively.
−Removed: As of December 31, 2021, the total compensation cost not yet recognized related to the Class I-P Units and Class K-P Units, including awards which are subject to performance conditions, based on the current probability of the benchmarks being achieved, was $ 82,958 .
+Added: As of December 31, 2022, the total compensation cost not yet recognized related to the Class K-P Units, including awards which are subject to performance conditions, based on the value of units currently expected to vest, was $ 78,152 .
The weighted-average period over which this compensation cost is expected to be recognized is 32 months.
−Removed: 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 certain of the 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.
−Removed: 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.
+Added: Class L Interests – In April 2021 and January 2022, the Company's Board of Directors approved the issuance of Class L Interests in Evercore LP ("Class L Interests") to certain of the named executive officers of the Company, pursuant to which the named executive officers received a discretionary distribution of profits from Evercore LP, which was paid in the first quarter of 2022 and 2023, respectively.
+Added: Distributions pursuant to these interests were 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 and 2022, respectively.
+Added: Following the distribution, these Class L Interests were cancelled pursuant to their terms.
The Company records expense related to these interests as part of its accrual for incentive compensation within Employee Compensation and Benefits on the Consolidated Statements of Operations.
−Removed: In January 2022, the Company issued Class L Interests to certain of the 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 2023.
+Added: In January 2023, the Company's Board of Directors approved the issuance of Class L Interests to certain of the 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 2024.
+Added: 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 2023.
Stock Incentive Plan
11 unchanged sentences
Stock Incentive Plan.
−Removed: The Amended 2016 Plan, among other things, authorizes an additional 6,000 shares of the Company's Class A Shares.
−Removed: 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.
−Removed: The Company intends to use newly-issued Class A Shares to satisfy any awards under the Amended 2016 Plan and its predecessor plan.
−Removed: 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.
−Removed: The total shares available to be granted in the future under the Amended 2016 Plan was 4,072 as of December 31, 2021.
+Added: The Amended 2016 Plan, among other things, authorized an additional 6,000 shares of the Company's Class A Shares.
+Added: During 2022, the Company's stockholders approved the Second Amended and Restated 2016 Evercore Inc.
+Added: Stock Incentive Plan (the "Second Amended 2016 Plan"), which amended the Amended 2016 Plan.
+Added: The Second Amended 2016 Plan, among other things, authorizes an additional 6,500 shares of the Company's Class A Shares.
+Added: The Second 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.
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Company intends to use newly-issued Class A Shares to satisfy any awards under the Second Amended 2016 Plan and its predecessor plan.
+Added: Class A Shares underlying any award granted under the Second 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.
+Added: The total shares available to be granted in the future under the Second Amended 2016 Plan was 7,570 as of December 31, 2022, approximately 2,400 of which were used for RSUs granted in the first quarter of 2023, as described below.
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.
4 unchanged sentences
The Company had 127 RSUs which were fully vested but not delivered as of December 31, 2022.
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
Equity Grants
1 unchanged sentence
During 2022, pursuant to the above Stock Incentive Plans, the Company granted employees 2,978 RSUs that are Service-based Awards.
−Removed: Service-based Awards granted during 2021 had grant date fair values of $ 111.03 to $ 154.56 per share, with an average value of $ 119.86 per share, for an aggregate fair value of $ 259,551 , and generally vest ratably over four years .
−Removed: During 2021, 2,287 Service-based Awards vested and 184 Service-based Awards were forfeited.
−Removed: Compensation expense related to Service-based Awards was $ 211,298 for the year ended December 31, 2021.
+Added: Service-based Awards granted during 2022 had grant date fair values of $ 83.34 to $ 137.59 per share, with an average value of $ 123.74 per share and generally vest ratably over four years .
The following table summarizes activity related to Service-based Awards during the year ended December 31, 2022:
7 unchanged sentences
Unvested Balance at December 31, 2022 5,697 $ 644,073
+Added: Compensation expense related to Service-based Awards was $ 247,386 for the year ended December 31, 2022.
As of December 31, 2022, the total compensation cost related to unvested Service-based Awards not yet recognized was $ 330,230 .
6 unchanged sentences
During 2021, 2,287 Service-based Awards vested and 184 Service-based Awards were forfeited.
−Removed: Compensation expense related to Service-based Awards was $ 192,070 f or the year ended December 31, 2020.
+Added: Compensation expense related to Service-based Awards was $ 211,298 for the year ended December 31, 2021 .
2020 Equity Grants.
2 unchanged sentences
During 2020, 2,715 Service-based Awards vested and 121 Service-based Awards were forfeited.
−Removed: Compensation expense related to Service-based Awards was $ 208,786 for the year ended December 31, 2019.
+Added: Compensation expense related to Service-based Awards was $ 192,070 f or the year ended December 31, 2020.
Deferred Cash
−Removed: 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.
−Removed: The Company granted $ 96,511 , $ 181,165 , $ 93,366 and $ 82,592 of deferred cash awards pursuant to the deferred cash compensation program during the years ended December 31, 2021, 2020, 2019 and 2018, respectively.
−Removed: Compensation expense related to the Company's deferred cash compensation program was $ 130,767 , $ 112,216 and $ 66,374 for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: As of December 31, 2021, the Company expects to pay an aggregate of $ 339,203 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 $ 173,940 .
−Removed: The weighted-average period over which this compensation cost is expected to be recognized is 21 months.
−Removed: Amounts due pursuant to this program are expensed over the service period of the award and are reflected in Accrued Compensation and Benefits on the Consolidated Statement of Financial Condition as of December 31, 2021.
−Removed: Other Deferred Cash Awards – In November 2016, the Company granted a restricted cash award in conjunction with the appointment of the 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 Co-Chief Executive Officer continues to remain employed
+Added: 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
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: 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.
+Added: selected by the participant and generally vests ratably over four years and requires payment upon vesting.
+Added: The Company granted $ 123,729 , $ 96,511 , $ 181,165 and $ 93,366 of deferred cash awards pursuant to the deferred cash compensation program during the years ended December 31, 2022, 2021, 2020 and 2019, respectively.
+Added: Compensation expense related to the Company's deferred cash compensation program was $ 119,737 , $ 130,767 and $ 112,216 for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: As of December 31, 2022, the Company expects to pay an aggregate of $ 304,323 related to the Company's deferred cash compensation program at various dates through 2026 and total compensation expense not yet recognized related to these awards was $ 146,070 .
+Added: The weighted-average period over which this compensation cost is expected to be recognized is 19 months.
+Added: Amounts due pursuant to this program are expensed over the service period of the award and are reflected in Accrued Compensation and Benefits on the Consolidated Statement of Financial Condition.
+Added: Other Deferred Cash Awards – In November 2016, the Company granted a restricted cash award in conjunction with the appointment of the 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, 2021 and 2022, and $ 6,000 is scheduled to vest on March 1, 2023, provided that the Chief Executive Officer continues to remain employed through 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.
−Removed: These awards vest in five equal installments over the period ending June 30, 2022, subject to continued employment.
−Removed: The Company recognizes expense for these awards ratably over the vesting period.
+Added: These awards vested in five equal installments over the period ending June 30, 2022, subject to continued employment.
+Added: The Company recognized expense for these awards ratably over the vesting period.
+Added: During 2022, the Company granted $ 19,861 of deferred cash awards to certain employees.
+Added: These awards vest ratably over one to two years .
In addition, the Company periodically grants other deferred cash awards to certain employees.
4 unchanged sentences
2023 Equity and Deferred Cash Grants
−Removed: During the first quarter of 2022, as part of the 2021 bonus awards, the Company granted to certain employees approximately 2,500 unvested RSUs pursuant to the Amended 2016 Plan, with a grant date fair value of approximately $ 315,000 .
+Added: During the first quarter of 2023, as part of the 2022 annual awards, the Company granted to certain employees approximately 2,400 unvested RSUs pursuant to the Second Amended 2016 Plan, with a grant date fair value of approximately $ 324,000 .
These awards will generally vest over four years .
3 unchanged sentences
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).
−Removed: Remaining amounts due pursuant to the 2017 and 2021 Long-term Incentive Plans, which aggregate $ 3,940 of current liabilities and $ 76,376 of long-term liabilities on the Consolidated Statement of Financial Condition as of December 31, 2021, are due to be paid, in cash or Class A Shares, at the Company's discretion, 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.
+Added: Remaining amounts due pursuant to the 2017 and 2021 Long-term Incentive Plans, which aggregate $ 48,328 of current liabilities and $ 88,155 of long-term liabilities on the Consolidated Statement of Financial Condition as of December 31, 2022, are due to be paid, in cash or Class A Shares, at the Company's discretion, in the first quarter of 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.
−Removed: In conjunction with this plan, the Company distributed cash payments of $ 92,938 in the year ended December 31, 2021, including the first cash distribution made in March 2021 of $ 48,461 , and an additional cash distribution made in December 2021 of $ 44,477 related to the acceleration of certain amounts due in the first quarter of 2022.
−Removed: Awards issued under the 2017 Long-term Incentive Plan are subject to retirement eligibility requirements after the performance criteria has been achieved.
+Added: In conjunction with this plan, the Company distributed cash payments of $ 3,940 in the year ended December 31, 2022, and $ 92,938 in the year ended December 31, 2021 (including the first cash distribution made in March 2021 pursuant to the 2017 Long-term Incentive Plan of $ 48,461 , and an additional cash distribution made in December 2021 of $ 44,477 , related to the acceleration of certain amounts due in the first quarter of 2022).
+Added: Awards issued under the 2017 Long-term Incentive Plan are subject to retirement eligibility
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: 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.
−Removed: The Company recorded $ 54,066 , $ 21,808 and $ 31,931 of compensation expense for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: The Company recorded compensation expense related to the 2017 Long-term Incentive Plan and 2021 Long-term Incentive Plan of $ 60,138 , $ 54,066 and $ 21,808 for the years ended December 31, 2022, 2021 and 2020, respectively.
As of December 31, 2022, the total remaining expense to be recognized for the 2017 Long-term Incentive Plan over the future vesting period ending March 15, 2023 is $ 1,358 .
4 unchanged sentences
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.
−Removed: Compensation expense related to these awards was $ 23,136 , $ 20,411 and $ 20,421 for the years ended
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: December 31, 2021, 2020 and 2019, respectively.
−Removed: The remaining unamortized amount of these awards was $ 43,933 as of December 31, 2021.
+Added: Compensation expense related to these awards was $ 27,050 , $ 23,136 and $ 20,411 for the years ended December 31, 2022, 2021 and 2020, respectively.
+Added: As of December 31, 2022, the total compensation cost not yet recognized related to these awards was $ 37,931 .
The total income tax benefit related to share-based compensation arrangements recognized in the Company's Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 was $ 61,002 , $ 50,254 and $ 46,572 , respectively.
Separation and Transition Benefits
−Removed: 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.
−Removed: This review, which began in the fourth quarter of 2019, generated reductions of approximately 8 % of the Company's headcount.
−Removed: In conjunction with the employment reductions, for the years ended December 31, 2020 and 2019, the Company incurred expenses related to separation benefits, stay arrangements and accelerated deferred cash compensation (together, the "Termination Costs") of $ 30,340 and $ 1,578 , respectively, and the acceleration of the amortization of share-based payments previously granted to affected employees of $ 10,916 and $ 1,272 , respectively, (related to 156 and 22 RSUs), respectively, each recorded in Special Charges, Including Business Realignment Costs, primarily within the Investment Banking segment, on the Company's Consolidated Statements of Operations.
−Removed: In conjunction with these arrangements, the Company distributed cash payments of $ 26,492 and $ 377 for the years ended December 31, 2020 and 2019, respectively.
−Removed: The Company granted separation and transition benefits to certain employees, resulting in expense included in Employee Compensation and Benefits, primarily within the Investment Banking segment, of $ 8,145 for the year ended December 31, 2019.
−Removed: This is comprised of expense related to Termination Costs of $ 6,178 and expense related to the acceleration of the amortization of share-based payments of $ 1,967 for the year ended December 31, 2019.
−Removed: In conjunction with these arrangements, the Company distributed cash payments of $ 6,035 for the year ended December 31, 2019.
−Removed: The following table presents the change in the Company's Termination Costs liability for the years ended December 31, 2021 and 2020:
+Added: The following table presents the change in the Company's liability related to separation benefits, stay arrangements and accelerated deferred cash compensation (together, the "Termination Costs") for the years ended December 31, 2022 and 2021:
For the Years Ended December 31,
4 unchanged sentences
Ending Balance $ 4,997 $ 675
−Removed: In addition to the above Termination Costs incurred, for the year ended December 31, 2021, the Company also incurred expenses related to the acceleration of the amortization of share-based payments previously granted to affected employees of $ 2,434 (related to 34 RSUs) recorded in Employee Compensation and Benefits, within the Investment Banking segment, on the Company's Consolidated Statements of Operations.
+Added: In conjunction with the ongoing wind-down of the Company's administrative functions in Mexico, for the year ended December 31, 2022, the Company incurred expenses related to separation benefits of $ 2,123 , which are recorded within Special Charges, Including Business Realignment Costs, on the Company's Consolidated Statement of Operations and are included within the above Termination Costs.
+Added: See Notes 5 and 6 for further information.
+Added: In addition to the above Termination Costs incurred, for the years ended December 31, 2022 and 2021, the Company also incurred expenses related to the acceleration of the amortization of share-based payments previously granted to affected employees of $ 2,244 and $ 2,434 , respectively, (related to 28 and 34 RSUs, respectively) recorded in Employee Compensation and Benefits, within the Investment Banking & Equities segment, on the Company's Consolidated Statements of Operations.
Note 19 – Commitments and Contingencies
2 unchanged sentences
Such commitments are satisfied in cash and are generally required to be made as investment opportunities are consummated by the private equity funds.
−Removed: Lines of Credit – On June 24, 2016, Evercore Partners Services East L.L.C.
−Removed: ("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 be used for working capital and other corporate activities.
−Removed: 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.
−Removed: In addition, the agreement contains certain reporting covenants, as well as certain debt covenants that prohibit East and the Company from incurring other
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: indebtedness, subject to specified exceptions.
+Added: Lines of Credit – Evercore Partners Services East L.L.C.
+Added: ("East") entered into a loan agreement with PNC Bank, National Association ("PNC") for a revolving credit facility in an aggregate principal amount, as amended on October 29, 2021, (the "Existing PNC Facility"), of up to $ 30,000 , to be used for working capital and other corporate activities.
+Added: 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.
+Added: 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 December 31, 2022.
−Removed: 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").
+Added: The interest rate provisions are LIBOR (or an applicable benchmark replacement) plus 150 basis points and the maturity date is October 28, 2023.
There were no drawings under this facility at December 31, 2022.
−Removed: 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.
+Added: East entered into an additional loan agreement with PNC for a revolving credit facility in an aggregate principal amount, as amended on October 29, 2021, of up to $ 55,000 , to be used for working capital and other corporate activities.
This facility is unsecured.
1 unchanged sentence
The Company and its consolidated subsidiaries were in compliance with these covenants as of December 31, 2022.
−Removed: 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 .
−Removed: 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.
+Added: Drawings under this facility bear interest at LIBOR (or an applicable benchmark replacement) plus 180 basis points and the maturity date is 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 were no drawings under this facility at December 31, 2022.
−Removed: 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.
+Added: EGL entered into a subordinated revolving credit facility with PNC in an aggregate principal amount, as amended on October 31, 2022, 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.
−Removed: 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.
+Added: The interest rate provisions are Daily SOFR plus 191 basis points and the maturity date is October 27, 2024.
There were no drawings under this facility at December 31, 2022.
2 unchanged sentences
The Company expects to pay to the counterparties to the Tax Receivable Agreement $ 10,417 within one year or less, $ 20,290 in one to three years, $ 16,497 in three to five years and $ 24,382 after five years.
−Removed: Other Commitments – The Company enters into commitments to pay contingent consideration related to certain of its acquisitions.
−Removed: The Company paid $ 270 and $ 81 of its commitment for contingent consideration related to its acquisition of Kuna & Co, KG during the years ended December 31, 2021 and 2020, respectively.
−Removed: The contingent consideration was fully paid as of December 31, 2021.
−Removed: The Company has a commitment for contingent consideration related to the purchase of the outstanding Class R Interests of Private Capital Advisory L.P.
+Added: Other Commitments – The Company has a commitment for contingent consideration related to the purchase of the outstanding Class R Interests of Private Capital Advisory L.P.
from employees of the RECA business in 2021.
The Company’s consideration for this transaction included contingent cash consideration which will be settled in 2024.
−Removed: The contingent consideration has a fair value of $ 20,587 as of December 31, 2021, and is included within Other Long-term Liabilities on the Consolidated Statement of Financial Condition.
−Removed: The amount of contingent consideration to be paid is dependent on the business achieving certain revenue performance targets.
+Added: The remaining contingent consideration had a fair value of $ 6,119 and $ 20,587 as of December 31, 2022 and 2021, respectively, $ 1,083 of which is included within Other Current Liabilities on the Consolidated Statement of Financial Condition as of December 31, 2022, and the remainder of which is included within Other Long-term Liabilities on the Consolidated Statement of Financial Condition as of December 31, 2022.
+Added: The amount of contingent consideration to be paid is dependent on the RECA business achieving certain revenue performance targets.
See Note 16 for further information.
−Removed: The Company also had a commitment for contingent consideration related to an arrangement with the former employer of certain RECA employees, which provided for contingent consideration to be paid to the former employer of up to $ 4,463 , based on the completion of certain client engagements.
−Removed: The Company recognized expenses of $ 400 for the year ended December 31, 2019 in Professional Fees on the Company's Consolidated Statements of Operations pursuant to this arrangement.
+Added: The Company enters into commitments to pay contingent consideration related to certain of its acquisitions.
+Added: The Company paid $ 270 and $ 81 of its commitment for contingent consideration related to its acquisition of Kuna & Co, KG during the years ended December 31, 2021 and 2020, respectively.
The contingent consideration was fully paid as of December 31, 2021.
−Removed: 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 Consolidated Statements of Cash Flows:
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Restricted Cash – The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Statements of Financial Condition that sum to the total of amounts shown in the Consolidated Statements of Cash Flows:
2022 2021 2020
2 unchanged sentences
Total Cash, Cash Equivalents and Restricted Cash shown in the Statement of Cash Flows $ 672,123 $ 587,293 $ 838,224
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
Restricted Cash included in Other Assets on the 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.
−Removed: 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 , and in April 2019, the Company entered into three-month futures contracts on a stock index fund with a notional amount of $ 14,815 , as an economic hedge against the Company's deferred cash compensation program.
−Removed: These contracts settled in June 2020 and June 2019, respectively.
−Removed: In accordance with ASC 815, these contracts were carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
−Removed: The Company had realized gains (losses) of ($ 3,998 ) and $ 59 for the years ended December 31, 2020 and 2019, respectively.
−Removed: There were no futures contracts outstanding as of December 31, 2021 and 2020.
−Removed: 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.
−Removed: There were no foreign currency exchange forward contracts outstanding as of December 31, 2021 and 2020.
+Added: 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.
+Added: This contract settled in June 2020.
+Added: In accordance with ASC 815, this contract was carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments , on the Consolidated Statements of Operations.
+Added: The Company had realized losses of ($ 3,998 ) for the year ended December 31, 2020.
Contingencies
15 unchanged sentences
("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.
−Removed: 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
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: ETC in an amount at least equal to the greater of $ 3,500 or 180 days coverage of ETC's operating expenses.
+Added: 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 December 31, 2022.
Note 21 – Income Taxes
−Removed: As a result of the Company's formation and initial public offering, collectively referred to as the reorganization, the operating business entities of the Company were restructured and a portion of the Company's income is subject to U.S.
+Added: A portion of the Company's income is subject to U.S.
federal, state, local and foreign income taxes and is taxed at the prevailing corporate tax rates.
4 unchanged sentences
components of Income before income tax expense:
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
For the Years Ended December 31,
2 unchanged sentences
193,562 155,731 71,710
−Removed: Income before Income Tax Expense (a)
+Added: Income before Income Tax Expense (1)
$ 649,146 $ 988,142 $ 478,725
−Removed: (a) Net of Noncontrolling Interest.
+Added: (1) Net of Noncontrolling Interest.
The components of the provision for income taxes reflected on the Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 consist of:
10 unchanged sentences
Total $ 172,626 $ 248,026 $ 128,151
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
A reconciliation between the federal statutory income tax rate and the Company's effective income tax rate for the years ended December 31, 2022, 2021 and 2020 is as follows:
13 unchanged sentences
(1) Primarily related to non-deductible share-based compensation expense.
−Removed: The effective tax rate for the years ended December 31, 2021, 2020 and 2019 reflects the application of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" which requires that the tax deduction associated with the appreciation or depreciation in the Company's share price upon vesting of employee share-based awards above or below the original grant price be reflected in income tax expense.
+Added: The effective tax rate for the years ended December 31, 2022, 2021 and 2020 reflects the application of ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), which requires that the tax deduction associated with the appreciation or depreciation in the Company's share price upon vesting of employee share-based awards above or below the original grant price be reflected in income tax expense.
The Company's Provision for Income Taxes reflects an additional tax benefit of $ 19,633 and $ 18,664 for the years ended December 31, 2022 and 2021, respectively, related to the application of ASU 2016-09, and an additional tax expense of $ 17 for the year ended December 31, 2020, and resulted in a reduction in the effective tax rate of 2.8 and 1.7 percentage points for the years ended December 31, 2022 and 2021, respectively.
The effective tax rate for 2022, 2021 and 2020 also reflects the effect of certain nondeductible expenses, including expenses related to Class E and J LP Units and Class I-P and K-P Units, as well as the noncontrolling interest associated with LP Units and other adjustments.
+Added: EVERCORE INC.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
Due to the enactment of the Tax Cuts and Jobs Act on December 22, 2017, the previous undistributed earnings of certain foreign subsidiaries are subject to a mandatory deemed repatriation tax.
5 unchanged sentences
Details of the Company's deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows:
−Removed: EVERCORE INC.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
Deferred Tax Assets:
17 unchanged sentences
(2) Step-up in the tax basis associated with the exchange of LP Units for holders which do not have a tax receivable agreement.
−Removed: The $ 9,785 decrease in net deferred tax assets from December 31, 2020 to December 31, 2021 was primarily attributable to the write-off of deferred tax credits included in Other and the excess amortization over the current year step-up in the basis of the tangible and intangible assets of Evercore LP, as discussed below.
−Removed: In addition, as of December 31, 2021, management weighted both the positive and negative evidence and concluded that it was appropriate to reverse $ 4,996 of the valuation allowance, primarily related to the $ 4,601 reversal of deferred New York City unincorporated business tax credits that expired due to the statute of limitations.
+Added: The $ 9,089 increase in net deferred tax assets from December 31, 2021 to December 31, 2022 was primarily related to additions to deferred compensation expense exceeding the grant date value of prior awards which vested during the period, included in Compensation and Benefits, and the excess amortization over the current year step-up in the basis of the tangible and intangible assets of Evercore LP, as discussed below.
+Added: In addition, as of December 31, 2022, management weighted both the positive and negative evidence and concluded that it was appropriate to increase the valuation allowance by $ 2,218 , which is primarily attributable to the wind-down of our administrative functions in Mexico.
During 2022, the LP holders exchanged 2,549 Class A and Class E LP Units for Class A Shares, which resulted in an increase in the tax basis of the tangible and intangible assets of Evercore LP.
−Removed: The exchange of Class E and certain Class A LP Units resulted in a $ 2,539 step-up in the tax basis of the tangible and intangible assets of Evercore LP and a corresponding increase to Additional Paid-In-Capital on the Company's Consolidated Statement of Financial Condition as of December 31, 2021.
+Added: The exchange of certain Class E and Class A LP Units resulted in a $ 76 step-up in the tax basis of the tangible and intangible assets of Evercore LP and a corresponding increase to Additional Paid-In-Capital on the Company's Consolidated Statement of Financial Condition as of December 31, 2022.
Further, there was an exchange of 25 Class A LP Units that triggered an additional liability under the Tax Receivable Agreement that was entered into in 2006 between the Company and the LP Unit holders for the year ended December 31, 2022.
2 unchanged sentences
See Note 15 for further discussion.
−Removed: The Company reported an increase in deferred tax assets of $ 93 associated with changes in Unrealized Gain (Loss) on Securities and Investments and an increase of $ 783 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2021.
−Removed: The Company reported an increase in deferred tax assets of $ 458 associated with changes in Unrealized Gain (Loss) on Securities and Investments and a decrease of $ 7,772 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2020.
−Removed: A reconciliation of the changes in tax positions for the years ended December 31, 2021, 2020 and 2019 is as follows:
+Added: The Company recorded a decrease in deferred tax assets of $ 1,120 associated with changes in Unrealized Gain (Loss) on Securities and Investments and an increase of $ 6,900 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2022.
+Added: The Company recorded an increase in deferred tax assets of $ 93 associated with changes in Unrealized Gain (Loss) on Securities and
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Investments and an increase of $ 783 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the year ended December 31, 2021.
+Added: A reconciliation of the changes in tax positions for the years ended December 31, 2022, 2021 and 2020 is as follows:
2022 2021 2020
8 unchanged sentences
Related to the unrecognized tax benefits, the Company accrued interest and penalties of $ 61 and $ 17 , respectively, during the year ended December 31, 2022.
−Removed: In addition, during the year ended December 31, 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.
−Removed: 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.
As of December 31, 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 $ 40 and $ 2 , respectively, during the year ended December 31, 2021.
−Removed: In 2020, the Company recognized tax benefits of ($ 42 ) and ($ 3 ) of interest and penalties, respectively, associated with the lapse of the statute of limitations.
+Added: In addition, during the year ended December 31, 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.
+Added: In addition, during the year ended December 31, 2021, 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.
As of December 31, 2020, there were $ 376 of unrecognized tax benefits that, if recognized, $ 306 would affect the effective tax rate.
2 unchanged sentences
The Company and its affiliates are currently under examination by the U.S.
−Removed: Internal Revenue Service for tax year 2019, New York City for tax years 2014 through 2016 and New York State for tax years 2013 through 2015.
+Added: Internal Revenue Service for tax year 2019, Illinois for tax years 2018 through 2019 and New York City for tax years 2014 through 2017.
With a few exceptions, the Company is no longer subject to U.S.
14 unchanged sentences
The Company maintains an allowance for credit losses to provide coverage for probable losses from customer receivables and determines the adequacy of the allowance by estimating the probability of loss based on the Company's analysis of historical credit loss experience of the Company's client receivables, and taking into consideration current market conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.
−Removed: The Investment Banking and Investment Management receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds capital raising and certain fees related to the private capital businesses, which are collected in a period exceeding one year .
−Removed: The collection period for restructuring transaction receivables may exceed 90 days.
−Removed: Receivables that are collected in a period exceeding one year are reflected in Other Assets on the Consolidated Statements of Financial Condition.
+Added: The Company's receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
+Added: capital raising and certain fees related to the private capital businesses, which are collected in a period exceeding one year .
+Added: The collection period for restructuring transaction receivables may exceed 90 days.
+Added: Receivables that are collected in a period exceeding one year are reflected in Other Assets on the Consolidated Statements of Financial Condition.
At December 31, 2022 and 2021, total receivables recorded in Accounts Receivable amounted to $ 385,131 and $ 351,668 , respectively, net of an allowance, and total receivables recorded in Other Assets amounted to $ 64,139 and $ 87,764 , respectively.
−Removed: The Company reversed bad debt expense of $ 60 for the year ended December 31, 2021 and recorded bad debt expense of $ 6,878 and $ 10,451 for the years ended December 31, 2020 and 2019, respectively.
+Added: The Company recorded bad debt expense of $ 5,513 and $ 6,878 for the years ended December 31, 2022 and 2020, respectively, and reversed bad debt expense of $ 60 for the year ended December 31, 2021.
Other Current Assets and Other Assets include 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 (contract assets).
1 unchanged sentence
As of December 31, 2021, total contract assets recorded in Other Current Assets and Other Assets amounted to $ 14,092 and $ 12,945 , respectively.
−Removed: With respect to the Company's Investment Securities portfolio, which is comprised of treasury bills, exchange-traded funds and securities investments, the Company manages its credit risk exposure by limiting concentration risk and maintaining investment grade credit quality.
+Added: With respect to the Company's Investment Securities portfolio, which is comprised of treasury bills and notes, exchange-traded funds and securities investments, the Company manages its credit risk exposure by limiting concentration risk and maintaining investment grade credit quality.
As of December 31, 2022, the Company had Investment Securities of $ 1,309,826 , of which 90 % were U.S.
−Removed: treasury bills and 9 % were equity securities and exchange-traded funds, and Certificates of Deposit of $ 141,218 with financial institutions with high credit ratings.
+Added: treasury bills and notes and 10 % were equity securities and exchange-traded funds, and Certificates of Deposit of $ 122,890 with financial institutions with high credit ratings.
Periodically, the Company provides compensation to new and existing employees in the form of loans and/or other cash awards, which include a requirement of either full or partial repayment of these awards based on the terms of their employment agreements with the Company.
2 unchanged sentences
Business Segments – The Company's business results are categorized into the following two segments:
−Removed: Investment Banking and Investment Management.
−Removed: 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.
−Removed: 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.
+Added: Investment Banking & Equities and Investment Management.
+Added: The Investment Banking & Equities segment 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.
+Added: During 2022, the Company renamed its "Investment Banking" segment to "Investment Banking & Equities." The renaming of this segment did not result from changes to the overall business structure or reporting.
+Added: The Investment Management segment 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.
9 unchanged sentences
See Note 10 for further information.)
−Removed: • Gains (losses) resulting from foreign currency fluctuations
−Removed: • Realized and unrealized gains and losses on interests in private equity funds which are not managed by the Company
−Removed: • 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)
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
+Added: • A gain on the sale of a portion of the Company's interests in ABS in 2022.
+Added: See Note 10 for further information
+Added: • Gains (losses) resulting from foreign currency exchange rate fluctuations
+Added: • Realized and unrealized gains and losses on interests in private equity funds which are not managed by the Company
+Added: • 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)
• A net loss on the sales of the Company's businesses at ECB, as well as a loss related to the release of cumulative foreign exchange losses resulting from the sale and wind-down of the Company's businesses in Mexico in 2020
3 unchanged sentences
Such administrative services include, but are not limited to, accounting, tax, legal, technology, human capital, facilities management and senior management activities.
−Removed: Other Expenses include the following:
+Added: Other Expenses includes 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 and certain other related awards
• Special Charges, Including Business Realignment Costs – Includes the following expenses:
−Removed: ◦ 2021 – Includes expenses 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 2021
+Added: ◦ 2022 – Includes expenses related to charges associated with the prepayment of the Company's Series B Notes, as well as certain professional fees, separation benefits and other charges related to the ongoing wind-down of the Company's administrative functions in Mexico
+Added: ◦ 2021 – Includes expenses related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with the Company's investment strategy, the Company decided to wind-down during 2021
◦ 2020 – Includes expenses 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, as well as charges related to the impairment of assets resulting from the wind-down of the Company's businesses in Mexico
−Removed: ◦ 2019 – Includes expenses related to the acceleration of depreciation expense for leasehold improvements in conjunction with the expansion of the Company's headquarters in New York, the impairment of goodwill in the Company's Institutional Asset Management reporting unit and separation and transition benefits for certain employees terminated as a result of the Company's review of its operations
• 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, including costs in 2020 associated with the sale of the Company's ECB businesses
1 unchanged sentence
The Company evaluates segment results based on net revenues and pre-tax income, both including and excluding the impact of the Other Expenses.
+Added: No client accounted for more than 10% of the Company's Consolidated Net Revenues for the years ended December 31, 2022, 2021 and 2020, respectively.
The following information presents each segment's contribution.
4 unchanged sentences
2022 2021 2020
−Removed: Investment Banking
+Added: Investment Banking & Equities
Net Revenues (1)
12 unchanged sentences
Other Expenses (2)
−Removed: 8,554 345 3,247
Operating Income (Loss) 12,956 4,427 ( 4,299 )
17 unchanged sentences
2022 2021 2020
−Removed: Investment Banking (A)
+Added: Investment Banking & Equities (A)
$ ( 25,668 ) $ 19,370 $ ( 20,770 )
2 unchanged sentences
Total Other Revenue, net $ ( 24,228 ) $ 19,196 $ ( 28,648 )
−Removed: (A) Other Revenue, net, from Investment Banking includes interest expense on the Notes Payable and lines of credit of $ 17,586 , $ 18,197 and $ 12,917 for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: (A) Other Revenue, net, from the Investment Banking & Equities segment includes interest expense on the Notes Payable and lines of credit of $ 16,850 , $ 17,586 and $ 18,197 for the years ended December 31, 2022, 2021 and 2020, respectively.
Other Revenue, net, also includes a loss of $ 21,070 related to the release of cumulative foreign exchange losses resulting from the sale and wind-down of the Company's businesses in Mexico for the year ended December 31, 2020.
−Removed: (B) Other Revenue, net, from Investment Management includes a net loss of $ 3,441 related to the sale of the Company's ECB businesses and a loss of $ 6,295 related to the release of cumulative foreign exchange losses resulting from the sale and wind-down of the Company's businesses in Mexico for the year ended December 31, 2020.
+Added: (B) Other Revenue, net, from the Investment Management segment includes a net loss of $ 3,441 related to the sale of the Company's ECB businesses and a loss of $ 6,295 related to the release of cumulative foreign exchange losses resulting from the sale and wind-down of the Company's businesses in Mexico for the year ended December 31, 2020.
(2) Other Expenses are as follows:
1 unchanged sentence
2022 2021 2020
−Removed: Investment Banking
+Added: Investment Banking & Equities
Amortization of LP Units and Certain Other Awards $ — $ — $ 1,067
2 unchanged sentences
Intangible Asset and Other Amortization — — 1,183
−Removed: Total Investment Banking 7 49,112 33,618
+Added: Total Investment Banking & Equities 3,126 7 49,112
Investment Management
40 unchanged sentences
Other Current Liabilities 3,287 3,629
−Removed: Current Portion of Notes Payable — 37,974
Total Current Liabilities 13,704 27,169
86 unchanged sentences
At December 31, 2022, the Company has issued 79,686 Class A Shares.
−Removed: The Company canceled six shares of Class B common stock, which were held by limited partners of Evercore LP during 2021.
+Added: The Company canceled four shares of Class B common stock, which were held by limited partners of Evercore LP, and granted one share of Class B common stock during 2022.
During 2022, the Company purchased 1,011 Class A Shares from employees at an average cost per share of $ 127.02 , primarily for the net settlement of stock-based compensation awards, and 3,427 Class A Shares at an average cost per share of $ 114.39 pursuant to the Company's share repurchase program.
6 unchanged sentences
On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes (the "2016 Private Placement Notes"), including:
−Removed: $ 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, $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028, pursuant to a 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.
+Added: $ 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 and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028, pursuant to a 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.
+Added: On June 28, 2022, the Company prepaid the $ 67,000 aggregate principal amount of its Series B Notes plus the applicable make-whole amount.
On August 1, 2019, the Company issued $ 175,000 and £ 25,000 of senior unsecured notes (the "2019 Private Placement Notes"), through private placement.
1 unchanged sentence
These notes include:
−Removed: $ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029, $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031, $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 and £ 25,000 aggregate principal amount of its 3.33 % Series H senior notes due August 1, 2033, each of which were issued pursuant to a note purchase agreement dated as of August
+Added: $ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029, $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031, $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 and £ 25,000 aggregate principal amount of its 3.33 %
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: 1, 2019, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
−Removed: 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 "2021 Private Placement Notes"), pursuant to a 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.
+Added: Series H senior notes due August 1, 2033, each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
+Added: On March 29, 2021, the Company issued $ 38,000 aggregate principal amount of its 1.97 % Series I senior notes due August 1, 2025 (the "2021 Private Placement Notes"), pursuant to a 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.
+Added: On June 28, 2022, the Company issued $ 67,000 aggregate principal amount of its 4.61 % Series J senior notes due November 15, 2028 (the "2022 Private Placement Notes"), pursuant to a note purchase agreement dated as of June 28, 2022, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
Note E – Commitments and Contingencies
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.