Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplemental Data
Index to Financial Statements Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No . 34 )
54
Consolidated Statements of Financial Condition
56
Consolidated Statements of Operations
57
Consolidated Statements of Comprehensive Income
58
Consolidated Statements of Changes in Equity
59
Consolidated Statements of Cash Flows
60
Notes to Con solidated Financial Statements
61
Supplemental Financial Information
109
53
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Evercore Inc.
New York, New York
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial condition of Evercore Inc. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Investment Banking Advisory Fee Revenue - Success Fees - Refer to Notes 2 and 4 to the consolidated financial statements
Critical Audit Matter Description
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. However, the recognition of success fees, which are included in investment banking advisory fee revenue, is generally constrained until
54
Table of Contents
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.
The Company applies careful analysis and judgment to the remaining factors necessary for completion of a transaction, including factors outside of the Company’s control, to determine whether it is probable a significant reversal of the success fee revenue will not occur. A transaction can fail to be completed for many reasons, which are outside of the Company’s control, including but not limited to, failure of parties to agree upon final terms with the counterparty, securing necessary board or shareholder approvals, securing necessary financing, achieving necessary regulatory approvals, or due to adverse market conditions.
Given the considerations to determine whether it is probable a significant reversal of success fee revenue will not occur at year end, performing audit procedures to evaluate such considerations involved a high degree of auditor judgement.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the timing of recording success fee revenue for investment banking advisory services at year end included the following, among others:
• We tested the effectiveness of controls over recognizing success fees for investment banking advisory services, including those over the timing of revenue recognition.
• We selected a sample of contracts with clients for which revenue was recognized prior to December 31, 2022 as well as the period subsequent to year end and performed the following:
– Evaluated whether the Company appropriately identified performance obligations and recognized revenue in the correct period by obtaining and evaluating evidence, including, but not limited to, inquiry with management, transaction close documents, press releases, confirmations, court approvals, executed agreements and communications, regarding the extent of uncertainty associated with variable consideration.
– Evaluated the accuracy of management’s calculation of investment banking advisory fee revenue by recalculating the revenue amounts and comparing our expectation to management’s calculation.
– Evaluated whether it was probable that a significant reversal of the applicable revenue would not occur.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 24, 2023
We have served as the Company's auditor since 2003.
55
Table of Contents
EVERCORE INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except share data)
December 31,
2022 2021
Assets
Current Assets
Cash and Cash Equivalents $ 663,400 $ 578,317
Investment Securities and Certificates of Deposit (includes available-for-sale debt securities with an amortized cost of $ 802,652 and $ 706,826 at December 31, 2022 and 2021, respectively)
1,432,716 1,784,639
Accounts Receivable (net of allowances of $ 4,683 and $ 2,704 at December 31, 2022 and 2021, respectively)
385,131 351,668
Receivable from Employees and Related Parties 21,914 25,208
Other Current Assets 203,570 58,533
Total Current Assets 2,706,731 2,798,365
Investments 43,047 75,176
Deferred Tax Assets 257,166 248,077
Operating Lease Right-of-Use Assets 237,561 263,329
Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $ 187,077 and $ 165,857 at December 31, 2022 and 2021, respectively)
143,268 148,589
Goodwill 123,285 128,246
Intangible Assets (net of accumulated amortization of $ 3,294 at December 31, 2021)
— 336
Other Assets 109,865 140,539
Total Assets $ 3,620,923 $ 3,802,657
Liabilities and Equity
Current Liabilities
Accrued Compensation and Benefits $ 918,489 $ 1,109,716
Accounts Payable and Accrued Expenses 28,807 31,633
Payable to Employees and Related Parties 41,235 58,876
Operating Lease Liabilities 37,968 47,321
Taxes Payable 9,842 20,980
Other Current Liabilities 34,195 28,610
Total Current Liabilities 1,070,536 1,297,136
Operating Lease Liabilities 278,078 297,473
Notes Payable 371,774 376,243
Amounts Due Pursuant to Tax Receivable Agreements 61,169 70,209
Other Long-term Liabilities 112,948 126,315
Total Liabilities 1,894,505 2,167,376
Commitments and Contingencies (Note 19)
Equity
Evercore Inc. Stockholders' Equity
Common Stock
Class A, par value $ 0.01 per share ( 1,000,000,000 shares authorized, 79,686,375 and 74,804,288 issued at December 31, 2022 and 2021, respectively, and 38,347,262 and 37,903,430 outstanding at December 31, 2022 and 2021, respectively)
797 748
Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 50 and 53 issued and outstanding at December 31, 2022 and 2021, respectively)
— —
Additional Paid-In-Capital 2,861,775 2,458,779
Accumulated Other Comprehensive Income (Loss) ( 27,942 ) ( 12,086 )
Retained Earnings 1,768,098 1,418,382
Treasury Stock at Cost ( 41,339,113 and 36,900,858 shares at December 31, 2022 and 2021, respectively)
( 3,065,917 ) ( 2,545,452 )
Total Evercore Inc. Stockholders' Equity 1,536,811 1,320,371
Noncontrolling Interest 189,607 314,910
Total Equity 1,726,418 1,635,281
Total Liabilities and Equity $ 3,620,923 $ 3,802,657
See Notes to Consolidated Financial Statements.
56
Table of Contents
EVERCORE INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars and share amounts in thousands, except per share data)
For the Years Ended December 31,
2022 2021 2020
Revenues
Investment Banking & Equities:
Advisory Fees $ 2,392,990 $ 2,751,992 $ 1,755,273
Underwriting Fees 122,596 246,705 276,191
Commissions and Related Revenue 206,207 205,822 206,692
Asset Management and Administration Fees 64,483 65,784 54,397
Other Revenue, Including Interest and Investments ( 7,378 ) 36,782 ( 7,234 )
Total Revenues 2,778,898 3,307,085 2,285,319
Interest Expense 16,850 17,586 21,414
Net Revenues 2,762,048 3,289,499 2,263,905
Expenses
Employee Compensation and Benefits 1,697,519 1,848,757 1,372,339
Occupancy and Equipment Rental 78,437 73,887 74,107
Professional Fees 108,288 96,288 80,883
Travel and Related Expenses 50,183 21,479 25,887
Communications and Information Services 62,642 57,775 54,274
Depreciation and Amortization 27,713 28,099 26,245
Execution, Clearing and Custody Fees 10,345 11,588 13,592
Special Charges, Including Business Realignment Costs 3,126 8,554 46,645
Acquisition and Transition Costs — 7 562
Other Operating Expenses 27,753 40,627 42,938
Total Expenses 2,066,006 2,187,061 1,737,472
Income Before Income from Equity Method Investments and Income Taxes 696,042 1,102,438 526,433
Income from Equity Method Investments 7,999 14,161 14,398
Income Before Income Taxes 704,041 1,116,599 540,831
Provision for Income Taxes 172,626 248,026 128,151
Net Income 531,415 868,573 412,680
Net Income Attributable to Noncontrolling Interest 54,895 128,457 62,106
Net Income Attributable to Evercore Inc. $ 476,520 $ 740,116 $ 350,574
Net Income Attributable to Evercore Inc. Common Shareholders $ 476,520 $ 740,116 $ 350,574
Weighted Average Shares of Class A Common Stock Outstanding
Basic 39,224 40,054 40,553
Diluted 41,037 43,321 42,623
Net Income Per Share Attributable to Evercore Inc. Common Shareholders:
Basic $ 12.15 $ 18.48 $ 8.64
Diluted $ 11.61 $ 17.08 $ 8.22
See Notes to Consolidated Financial Statements.
57
Table of Contents
EVERCORE INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
For the Years Ended December 31,
2022 2021 2020
Net Income $ 531,415 $ 868,573 $ 412,680
Other Comprehensive Income (Loss), net of tax:
Unrealized Gain (Loss) on Securities and Investments, net 3,404 ( 303 ) ( 1,503 )
Foreign Currency Translation Adjustment Gain (Loss), net ( 20,872 ) ( 2,472 ) 26,707
Other Comprehensive Income (Loss) ( 17,468 ) ( 2,775 ) 25,204
Comprehensive Income 513,947 865,798 437,884
Comprehensive Income Attributable to Noncontrolling Interest 53,283 128,010 69,472
Comprehensive Income Attributable to Evercore Inc. $ 460,664 $ 737,788 $ 368,412
See Notes to Consolidated Financial Statements.
58
Table of Contents
EVERCORE INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(dollars in thousands, except share data)
Accumulated
Additional Other
Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
Balance at December 31, 2019 68,698,675 $ 687 $ 2,016,524 $ ( 27,596 ) $ 558,269 ( 29,522,665 ) $ ( 1,678,168 ) $ 256,534 $ 1,126,250
Cumulative Effect of Accounting Change (1)
— — — — ( 1,310 ) — — — ( 1,310 )
Net Income — — — — 350,574 — — 62,106 412,680
Other Comprehensive Income — — — 17,838 — — — 7,366 25,204
Treasury Stock Purchases — — — — — ( 1,922,393 ) ( 146,559 ) — ( 146,559 )
Evercore LP Units Exchanged for Class A Common Stock 898,585 9 46,946 — — — — ( 37,683 ) 9,272
Equity-based Compensation Awards 2,598,023 26 204,231 — — — — 14,618 218,875
Dividends — — — — ( 108,960 ) — — — ( 108,960 )
Noncontrolling Interest (Note 16) — — ( 1,565 ) — — — — ( 44,513 ) ( 46,078 )
Balance at December 31, 2020 72,195,283 722 2,266,136 ( 9,758 ) 798,573 ( 31,445,058 ) ( 1,824,727 ) 258,428 1,489,374
Net Income — — — — 740,116 — — 128,457 868,573
Other Comprehensive Income (Loss) — — — ( 2,328 ) — — — ( 447 ) ( 2,775 )
Treasury Stock Purchases — — — — — ( 5,455,800 ) ( 720,725 ) — ( 720,725 )
Evercore LP Units Exchanged for Class A Common Stock 241,890 2 25,972 — — — — ( 12,306 ) 13,668
Equity-based Compensation Awards 2,367,115 24 216,657 — — — — 13,189 229,870
Dividends — — — — ( 120,307 ) — — — ( 120,307 )
Noncontrolling Interest (Note 16) — — ( 49,986 ) — — — — ( 72,411 ) ( 122,397 )
Balance at December 31, 2021 74,804,288 748 2,458,779 ( 12,086 ) 1,418,382 ( 36,900,858 ) ( 2,545,452 ) 314,910 1,635,281
Net Income — — — — 476,520 — — 54,895 531,415
Other Comprehensive Income (Loss) — — — ( 15,856 ) — — — ( 1,612 ) ( 17,468 )
Treasury Stock Purchases — — — — — ( 4,438,255 ) ( 520,465 ) — ( 520,465 )
Evercore LP Units Exchanged for Class A Common Stock 2,574,455 26 162,821 — — — — ( 159,412 ) 3,435
Equity-based Compensation Awards 2,307,632 23 245,793 — — — — 23,425 269,241
Dividends — — — — ( 126,804 ) — — — ( 126,804 )
Noncontrolling Interest (Note 16) — — ( 5,618 ) — — — — ( 42,599 ) ( 48,217 )
Balance at December 31, 2022 79,686,375 $ 797 $ 2,861,775 $ ( 27,942 ) $ 1,768,098 ( 41,339,113 ) $ ( 3,065,917 ) $ 189,607 $ 1,726,418
(1) The cumulative adjustment relates to the adoption of Accounting Standards Update ("ASU") No. 2016-13, "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") on January 1, 2020, for which the Company recorded an adjustment to Retained Earnings to reflect an increase in the Company's allowance for credit losses as a result of the use of the current expected credit loss model. See Note 2 for further information.
See Notes to Consolidated Financial Statements.
59
Table of Contents
EVERCORE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
For the Years Ended December 31,
2022 2021 2020
Cash Flows From Operating Activities
Net Income $ 531,415 $ 868,573 $ 412,680
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net (Gains) Losses on Investments, Investment Securities and Contingent Consideration 16,458 ( 24,227 ) ( 8,681 )
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
Noncash Lease Expense 41,534 40,761 38,626
Depreciation, Amortization and Accretion 28,651 28,655 30,002
Bad Debt Expense 5,513 ( 60 ) 6,878
Deferred Taxes ( 855 ) 29,078 13,824
Decrease (Increase) in Operating Assets:
Investment Securities ( 1,777 ) ( 1,960 ) 3,559
Financial Instruments Owned and Pledged as Collateral at Fair Value — — ( 1,516 )
Securities Purchased Under Agreements to Resell — — ( 399 )
Accounts Receivable ( 46,084 ) 16,028 ( 78,573 )
Receivable from Employees and Related Parties 3,188 ( 1,622 ) ( 1,170 )
Other Assets ( 116,838 ) ( 4,649 ) ( 19,043 )
(Decrease) Increase in Operating Liabilities:
Accrued Compensation and Benefits ( 353,201 ) 191,223 82,364
Accounts Payable and Accrued Expenses ( 1,093 ) ( 5,497 ) ( 796 )
Securities Sold Under Agreements to Repurchase — — 1,935
Payables to Employees and Related Parties 12,642 6,065 ( 7,980 )
Taxes Payable ( 11,138 ) 5,634 11,946
Other Liabilities ( 47,416 ) ( 187,669 ) 93,666
Net Cash Provided by Operating Activities 531,376 1,384,898 978,371
Cash Flows From Investing Activities
Investments Purchased ( 80 ) ( 6,660 ) ( 143 )
Proceeds from Redemption and Sale of Investments 18,300 20,967 —
Distributions of Private Equity Investments 238 827 650
Investment Securities:
Proceeds from Sales and Maturities of Investment Securities and Futures Contracts Activity 3,160,061 2,669,500 555,624
Purchases of Investment Securities and Futures Contracts Activity ( 2,850,658 ) ( 3,219,975 ) ( 1,201,617 )
Maturity of Certificates of Deposit 281,386 121,912 214,266
Purchase of Certificates of Deposit ( 272,757 ) ( 264,492 ) —
Purchase of Furniture, Equipment and Leasehold Improvements ( 23,187 ) ( 27,971 ) ( 53,330 )
Proceeds from Sale of Business, Net of Cash Sold — — 679
Net Cash Provided by (Used In) Investing Activities 313,303 ( 705,892 ) ( 483,871 )
Cash Flows From Financing Activities
Issuance of Noncontrolling Interests 300 2,179 540
Distributions to Noncontrolling Interests ( 45,548 ) ( 67,865 ) ( 44,915 )
Payments Under Tax Receivable Agreement ( 10,944 ) ( 10,825 ) ( 9,425 )
Payment of Notes Payable ( 67,000 ) ( 38,000 ) —
Issuance of Notes Payable 67,000 38,000 —
Debt Issuance Costs and Make-Whole Amount ( 1,826 ) ( 355 ) —
Purchase of Treasury Stock and Noncontrolling Interests ( 550,293 ) ( 729,693 ) ( 147,411 )
Dividends ( 127,257 ) ( 118,762 ) ( 106,582 )
Net Cash Provided by (Used in) Financing Activities ( 735,568 ) ( 925,321 ) ( 307,793 )
Effect of Exchange Rate Changes on Cash ( 24,281 ) ( 4,616 ) 7,631
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash 84,830 ( 250,931 ) 194,338
Cash, Cash Equivalents and Restricted Cash – Beginning of Period 587,293 838,224 643,886
Cash, Cash Equivalents and Restricted Cash – End of Period $ 672,123 $ 587,293 $ 838,224
SUPPLEMENTAL CASH FLOW DISCLOSURE
Payments for Interest $ 16,857 $ 17,332 $ 23,748
Payments for Income Taxes $ 217,696 $ 191,970 $ 111,319
Accrued Dividends $ 15,236 $ 14,332 $ 13,734
Amounts Due for Purchase of Noncontrolling Interest $ — $ 48,297 $ 851
Settlement of Sale of Trilantic VI $ 9,188 $ — $ —
Settlement of Contingent Consideration $ 1,083 $ — $ —
Receipt of Equity Securities in Settlement of Accounts Receivable $ — $ 1,955 $ —
See Notes to Consolidated Financial Statements.
60
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 1 – Organization
Evercore Inc., together with its subsidiaries (the "Company"), is an investment banking and investment management firm, incorporated in Delaware and headquartered in New York, New York. The Company is a holding company which owns a controlling interest in, and is the sole general partner of, Evercore LP, a Delaware limited partnership ("Evercore LP"). The Company operates from its offices and through its affiliates in the Americas, Europe, the Middle East and Asia.
The Investment Banking & 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. 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. 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. The Company's historical results also include the institutional asset management business, through which the Company directly and through affiliates, managed financial assets for sophisticated institutional investors. This business included Evercore Casa de Bolsa, S.A. de C.V. ("ECB"), which was sold during 2020. See Note 5 for further information.
Note 2 – Significant Accounting Policies
Basis of Presentation – The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP").
The consolidated financial statements of the Company are comprised of the consolidation of Evercore LP and Evercore LP's wholly-owned and majority-owned direct and indirect subsidiaries, including Evercore Group L.L.C. ("EGL"), a registered broker-dealer in the U.S. The Company's policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any variable interest entities ("VIEs") where the Company is deemed to be the primary beneficiary, when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE. The Company reviews factors, including the rights of the equity holders and obligations of equity holders to absorb losses or receive expected residual returns, to determine if the investment is a VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company. The consolidation analysis is generally performed qualitatively. This analysis, which requires judgment, is performed at each reporting date.
Evercore LP is a VIE and the Company is the primary beneficiary. Specifically, the Company has the majority economic interest in Evercore LP and has decision making authority that significantly affects the economic performance of the entity while the limited partners have no kick-out or substantive participating rights. The assets and liabilities of Evercore LP represent substantially all of the consolidated assets and liabilities of the Company with the exception of U.S. corporate taxes and related items, which are presented on the Company's (Parent Company Only) Condensed Statements of Financial Condition in Note 24.
Evercore ISI International Limited ("Evercore ISI U.K."), Evercore Partners International LLP ("Evercore U.K."), Evercore (Japan) Ltd. ("Evercore Japan"), Evercore Consulting (Beijing) Co. Ltd. ("Evercore Beijing") and Evercore Partners Canada Ltd. ("Evercore Canada") are also VIEs, and the Company is the primary beneficiary of these VIEs. Specifically for Evercore ISI U.K., Evercore Japan, Evercore Beijing and Evercore Canada, the Company provides financial support through transfer pricing agreements with these entities, which exposes the Company to losses that are potentially significant to these entities, and has decision making authority that significantly affects the economic performance of these entities. The Company has the majority economic interest in Evercore U.K. and has decision making authority that significantly affects the economic performance of this entity. The Company included in its Consolidated Statements of Financial Condition Evercore ISI U.K.,
61
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
Evercore LP partnership units
Class A LP Units – At the time of the Company's initial public offering, the members of Evercore LP (the "Members") received Class A limited partnership units of Evercore LP ("Class A LP Units") in consideration for their contribution of the various entities included in the historical combined financial statements of the Company. The Class A LP Units were subject to vesting requirements and transfer restrictions and are exchangeable on a one -for-one basis for shares of Class A common stock of the Company ("Class A Shares"). At December 31, 2013, all Class A LP Units were fully vested.
Class E LP Units – As a result of the acquisition of the operating businesses of International Strategy & Investment ("ISI") in 2014 and the conversion of the Class J limited partnership units of Evercore LP ("Class J LP Units"), the Company has Class E limited partnership units of Evercore LP ("Class E LP Units") outstanding. At December 31, 2020, all Class E LP Units were fully vested.
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"). 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. In March 2022, the Class I-P Units converted into Class I LP Units.
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.
See Note 18 for further information on Evercore LP partnership units ("LP Units") where exchangeability is subject to performance and/or market conditions.
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.
Revenue Recognition – The Company accounts for revenue recognition under ASC 606, "Revenue from Contracts with Customers," ("ASC 606"), which provides a five step model to revenue recognition as follows:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
The Company applies this model to revenue streams from its Investment Banking & Equities and Investment Management segments.
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. 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. 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
62
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
services. The Company’s contracts with customers may include promises to transfer multiple services to a customer. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For performance obligations satisfied over time, determining a measure of progress requires the Company to make significant judgments that affect the timing of revenue recognized. For certain advisory services, the Company has concluded that performance obligations are satisfied over time. 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. 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. 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. In some circumstances, and as a function of the terms of an engagement letter, the Company may receive fixed retainer fees for financial advisory services concurrent with, or soon after, the execution of the engagement letter or over the course of the engagement, where the engagement letter will specify a future service period associated with those fees. The Company may also receive announcement fees upon announcement of a transaction in addition to success fees upon closing of a transaction or another defined outcome, both of which represent variable consideration. This variable consideration will be included in the transaction price, as defined, and recognized as revenue to the extent that it is probable that a significant reversal of revenue will not occur. When assessing probability, the Company applies careful analysis and judgment to the remaining factors necessary for completion of a transaction, including factors outside of the Company's control. 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. 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). These advisory services are provided over time throughout the contract period. The Company recognizes revenue when distinct services are performed and when it is probable that a reversal of revenue will not occur, which is generally upon the announcement or closing of a transaction. Accordingly, in any given period, advisory fees recognized for certain transactions may relate to services performed in prior periods. In circumstances in which retainer fees are received in advance of services, these fees are initially recorded as deferred revenue (a contract liability), which is recorded in Other Current Liabilities on the Consolidated Statements of Financial Condition, and subsequently recognized in Advisory Fees on the Consolidated Statements of Operations during the applicable time period within which the service is rendered. Announcement fees for advisory services are recognized upon announcement (the point at which it is determined that the reversal of revenue is not probable) and all other requirements for revenue recognition are satisfied. A portion of the announcement fee may be deferred based on the services remaining to be completed, if any. Success fees for advisory services, such as merger and acquisition ("M&A") advice, are recognized when it is determined that the reversal of revenue is not probable and all other requirements for revenue recognition are satisfied, which is generally at closing of the transaction.
With respect to fairness or valuation opinions, fees are fixed and there is a distinct performance obligation, since the opinion is rendered separate from any other advisory activities. Revenues related to fairness or valuation opinions are recognized at the point in time when the opinion has been rendered and delivered to the client. In the event the Company was to receive an opinion or success fee in advance of the completion conditions noted above, such fee would initially be recorded as deferred revenue (a contract liability) in Other Current Liabilities on the Consolidated Statements of Financial Condition and subsequently recognized in Advisory Fees on the Consolidated Statements of Operations when the conditions of completion have been satisfied.
Placement fee revenues are attributable to capital raising on both corporations and financial sponsors. 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.
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. When the offering is completed, the performance obligation has been satisfied and the Company recognizes the applicable
63
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
management fee, selling concession, sales agent commission or placement agent fee. Offering expenses are presented gross in the Consolidated Statements of Operations. 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. The execution of each trade order represents a distinct performance obligation and the transaction price at the point in time of trade order execution is fixed. 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. 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. The fees are fixed and are recognized over the period in which the performance obligation is satisfied. Cash received before the subscription period ends is initially recorded as deferred revenue (a contract liability) in Other Current Liabilities on the Consolidated Statements of Financial Condition, and is recognized in Commissions and Related Revenue on the Consolidated Statements of Operations ratably over the period in which the related services are rendered.
Taxes collected from customers and remitted to governmental authorities are presented on a net basis on the Consolidated Statements of Operations.
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. Determining whether services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For performance obligations satisfied over time, determining a measure of progress requires the Company to make significant judgments that affect the timing of revenue recognized.
Asset management fees for third-party clients are generally based on the value of the assets under management and any performance fees that may be negotiated with the client. The management of asset portfolios represents a distinct performance obligation that is satisfied over time. These fees are generally recognized over the period that the related services are provided and in which the performance obligation is satisfied, based upon the beginning, ending or average value of the assets for the relevant period. Fees paid in advance of services rendered are initially recorded as deferred revenue (a contract liability), which is recorded in Other Current Liabilities on the Consolidated Statements of Financial Condition, and are recognized in Asset Management and Administration Fees on the Consolidated Statements of Operations ratably over the period in which the related service is rendered. Generally, to the extent performance fee arrangements have been negotiated, these fees are earned when the likelihood of clawback is mathematically improbable.
Fees generated for serving as an independent fiduciary and/or trustee are either based on a flat fee, are pre-negotiated with the client or are based on the value of assets under administration. The management of assets under administration represents a distinct performance obligation that is satisfied over time. For ongoing engagements, fees are billed monthly or quarterly either in advance or in arrears. Fees paid in advance of services rendered and satisfaction of the performance obligation are initially recorded as deferred revenue (a contract liability) in Other Current Liabilities on the Consolidated Statements of Financial Condition, and are recognized in Asset Management and Administration Fees on the Consolidated Statements of Operations ratably over the period in which the related services are rendered and the performance obligation is satisfied.
Other Revenue, Including Interest and Investments, and Interest Expense – Other Revenue, Including Interest and Investments, includes the following:
• Interest income and income (losses) on investment securities, including the Company's investment funds and futures contracts which are used as an economic hedge against the Company's deferred cash compensation program, certificates of deposit, cash and cash equivalents, long-term accounts receivable and on the Company's debt security investment in G5 Holdings S.A. ("G5") (through June 25, 2021, the date G5 repaid its outstanding debentures in full. See Note 10 for further information.)
• A gain on the sale of a portion of the Company's interests in ABS in 2022. See Note 10 for further information
• Gains (losses) resulting from foreign currency exchange rate fluctuations
64
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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
• 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
• Adjustments to amounts due pursuant to the Company's tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates
Interest Expense includes interest expense associated with the Company’s Notes Payable and lines of credit.
In prior periods, Other Revenue and Interest Expense were also derived from investing customer funds in financing transactions. These transactions were principally repurchases and resales of Mexican government and government agency securities. Revenue and expenses associated with these transactions were recognized over the term of the repurchase or resale transaction. These transactions were part of the Company's ECB business in Mexico, which was sold on December 16, 2020.
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. Transaction-related expenses, which are billable to clients, are recognized as revenue and recorded in Accounts Receivable on the later of the date of an executed engagement letter or the date the expense is incurred.
Noncontrolling Interest – Noncontrolling interest recorded in the consolidated financial statements relates to the portions of the Company's subsidiaries not owned by the Company. The Company allocates net income to noncontrolling interests held at Evercore LP and at the operating entity level, where required, by multiplying the relative ownership interest of the noncontrolling interest holders for the period by the net income or loss for the entity to which the noncontrolling interest relates. 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.
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. In addition, there is an allocation of the components of Total Comprehensive Income between controlling interests and noncontrolling interests. Changes in a parent's ownership interest while the parent retains control of its subsidiary are accounted for as equity transactions.
See Note 16 for further information.
Fair Value of Financial Instruments – The majority of the Company's assets and liabilities are recorded at fair value or at amounts that approximate fair value. Such assets and liabilities include cash and cash equivalents, investments, investment securities, receivables and payables and accruals. See Note 11 for further information.
Cash and Cash Equivalents – Cash and Cash Equivalents consist of short-term highly-liquid investments with original maturities of three months or less.
Investment Securities and Certificates of Deposit and Futures Contracts – Investment Securities may include investments in U.S. Treasury securities, other debt securities and investments in readily-marketable equity securities, including the Company's portfolio of exchange-traded funds, which are accounted for under ASC 320-10, " Investments - Debt Securities" and ASC 321-10, " Investments - Equity Securities," ("ASC 321-10"). The securities are carried at fair value on the Consolidated Statements of Financial Condition; debt securities are valued based on quoted prices that exist in the marketplace for similar issues and equity securities are valued using quoted market prices on applicable exchanges or markets. Investment Securities transactions are recorded as of the trade date. The Company also periodically enters into futures contracts as an economic hedge against the Company's deferred cash compensation program. In accordance with ASC 815, "Derivatives and Hedging," ("ASC 815") futures contracts are carried at fair value.
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. 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. Treasury securities, which are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and
65
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
See Note 8 for further information.
Accounts Receivable and Contract Assets – Accounts Receivable consists primarily of investment banking fees and expense reimbursements charged to the Company's clients. The Company records accounts receivable, net of any allowance for credit losses, when relevant revenue recognition criteria has been achieved and payment is conditioned on the passage of time. The Company maintains an allowance for credit losses to provide coverage for estimated losses from its client receivables. The Company adopted ASU 2016-13 on January 1, 2020, using a modified retrospective method of transition. 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. The Company has determined that long-term forecasted information is not relevant to its fee receivables, which are primarily short-term. The Company updates its average credit loss rates periodically and maintains a quarterly allowance review process to consider current factors that would require an adjustment to the credit loss allowance. In addition, the Company periodically performs a qualitative assessment to monitor risks associated with current and forecasted conditions that may require an adjustment to the expected credit loss rates. Expected credit losses for newly recognized financial assets and changes to expected credit losses during the period are recognized in earnings.
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. Receivables that are collected in a period exceeding one year are reflected in Other Assets on the Consolidated Statements of Financial Condition.
The Company records contract assets within Other Current Assets and Other Assets on the Consolidated Statements of Financial Condition when payment is due from a client conditioned on future performance or the occurrence of other events. The Company also recognizes a contract asset for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year . The Company applies a practical expedient to expense costs to obtain a contract as incurred when the amortization period is one year or less.
See Note 4 for further information.
Investments – The Company's investments include investments in unconsolidated affiliated companies and other investments in private equity partnerships:
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.
Private Equity – The investments in private equity funds consist primarily of investments in marketable and non-marketable securities of the portfolio companies. The underlying investments held by the private equity funds are valued based on quoted market prices or estimated fair value if there is no public market. The fair value of non-marketable securities is determined by giving consideration to a range of factors, including but not limited to, market conditions, operating performance (current and projected) and subsequent financing transactions. Due to the inherent uncertainty in the valuation of these non-marketable securities, estimated values may materially differ from the values that would have been used had a ready market existed for these investments. Investments in publicly-traded securities held by the private equity funds are valued using quoted market prices. 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.
66
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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. 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. The Company assesses these investments quarterly for impairment, or more frequently if circumstances indicate impairment may have occurred.
See Note 10 for further information.
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. Operating leases for office space generally contain payments for real estate taxes, common area maintenance and other operating expenses in addition to rent payments that are not fixed; the Company accounts for these costs as variable payments and does not include these as part of the lease component.
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. Right-of-use assets represent the Company's right to use the underlying assets for their lease terms and lease liabilities represent the Company's obligation to make lease payments arising from these leases. Right-of-use assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Right-of-use assets are subject to certain adjustments for lease incentives and initial direct costs. The lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company's lease agreements do not contain any residual value guarantees.
Operating lease expense is included in Occupancy and Equipment Rental on the Company's Consolidated Statements of Operations.
See Note 9 for further information.
Furniture, Equipment and Leasehold Improvements – Fixed assets, including equipment, hardware and software and leasehold improvements, are stated at cost, net of accumulated depreciation and amortization. Furniture, equipment and computer hardware and software are depreciated using the straight-line method over the estimated useful lives of the assets, primarily ranging from three to seven years . Leasehold improvements are amortized over the shorter of the term of the lease or the useful life of the asset. Certain costs associated with the acquisition or development of internal-use software and cloud computing arrangements are also capitalized. Once the software is ready for its intended use, the capitalized costs are amortized using the straight-line method over the estimated useful life of the software or hosting arrangement. Capitalized costs associated with cloud computing arrangements are presented in the same line item on the Consolidated Statements of Financial Condition that a prepayment of the fees for the associated hosting arrangement is presented in (within Other Assets). The capitalized costs associated with cloud computing arrangements are amortized over the term of the arrangement and the expense is presented in the same line item on the Consolidated Statements of Operations as the fees associated with the hosting element of the arrangement (within Communications and Information Services).
See Note 12 for further information.
Goodwill and Intangible Assets – Goodwill is tested for impairment annually, as of November 30 th , or more frequently if circumstances indicate impairment may have occurred. The Company assesses whether any goodwill allocated to its applicable reporting unit is impaired by comparing the fair value of each reporting unit with its respective carrying amount. For acquired businesses, contingent consideration is recognized and measured at fair value as of the acquisition date and at subsequent reporting periods.
The Company tests goodwill for impairment at the reporting unit level. In determining the fair value for each reporting unit the Company utilizes either a market multiple approach or a discounted cash flow methodology based on the adjusted cash flows from operations, or a weighted combination of both a market multiple approach and discounted cash flow methodology. 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.
67
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
The Company recognizes an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value.
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. 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. 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. The Company amortizes the grant-date fair value of share-based compensation awards made to employees, who are or will become retirement eligible prior to the stated vesting date, over the expected substantive service period. For the purposes of calculating diluted net income per share attributable to Evercore Inc. common shareholders, unvested Service-based Awards are included in the diluted weighted average Class A Shares outstanding using the treasury stock method. Once vested, restricted stock units ("RSUs"), and restricted stock are included in the basic and diluted weighted average Class A Shares outstanding. Expense relating to RSUs, restricted stock and LP Units is reflected in Employee Compensation and Benefits on the Consolidated Statements of Operations.
Compensation expense is recognized pursuant to performance-based awards if, and to the extent, it is probable that the performance condition will be achieved. See Note 18 for a discussion of the Company's Long-term Incentive Plan and other performance-based awards.
Awards classified as liabilities as required under ASC 718, such as cash settled share-based awards, are re-measured at fair value at each reporting period.
See Note 18 for further information.
Foreign Currency Translation – Foreign currency assets and liabilities have been translated at rates of exchange prevailing at the end of the periods presented. Income and expenses transacted in foreign currency have been translated at average monthly exchange rates during the period. Translation gains and losses are included in Foreign Currency Translation Adjustment Gain (Loss), net, as a component of Other Comprehensive Income (Loss) on the Consolidated Statements of Changes in Equity and the Consolidated Statements of Comprehensive Income. Transactional exchange gains and losses, as well as releases of cumulative foreign currency translation gains and losses from Accumulated Other Comprehensive Income (Loss), are included in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
Income Taxes – The Company accounts for income taxes in accordance with ASC 740, " Income Taxes" ("ASC 740") which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax basis of its assets and liabilities.
Deferred income taxes reflect the net tax effects of temporary differences between financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when such differences are expected to reverse. Such temporary differences are reflected on the Company's Consolidated Statements of Financial Condition as deferred tax assets and liabilities. The Company accounts for the impact of changes in statutory income tax rates on deferred tax assets and liabilities in the year of enactment. 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. Significant management
68
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
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.
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. 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.
Reclassifications – During 2021, certain balances on the Consolidated Statements of Operations for prior periods were reclassified to conform to their current presentation.
Commissions and Related Revenue – The Company renamed "Commissions and Related Fees" to "Commissions and Related Revenue" on the 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
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"). ASU 2020-06 provides amendments to reduce the number of models used to account for convertible instruments and to simplify the accounting for contracts in an entity's own equity. ASU 2020-06 also provides amendments to diluted earnings per share calculations, which require entities to use the if-converted method for convertible instruments and to include the effect of potential share settlement from instruments that may be settled in cash or in shares. The amendments in this update are effective during interim and annual periods beginning after December 15, 2021, with early adoption permitted. The amendments should be applied using a modified or full retrospective transition method. The Company adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have a material impact on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
Note 4 – Revenue and Accounts Receivable
The following table presents revenue recognized by the Company for the years ended December 31, 2022, 2021 and 2020:
For the Years Ended December 31,
2022 2021 2020
Investment Banking & Equities:
Advisory Fees $ 2,392,990 $ 2,751,992 $ 1,755,273
Underwriting Fees 122,596 246,705 276,191
Commissions and Related Revenue 206,207 205,822 206,692
Total Investment Banking & Equities $ 2,721,793 $ 3,204,519 $ 2,238,156
Investment Management:
Asset Management and Administration Fees:
Wealth Management
$ 64,483 $ 65,784 $ 53,069
Institutional Asset Management
— — 1,328
Total Investment Management $ 64,483 $ 65,784 $ 54,397
Contract Balances
69
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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. The Company’s receivables, contract assets and deferred revenue (contract liabilities) for the years ended December 31, 2022 and 2021 are as follows:
For the Year Ended December 31, 2022
Receivables
(Current) (1)
Receivables
(Long-term) (2)
Contract Assets (Current) (3)
Contract Assets (Long-term) (2)
Deferred Revenue
(Current Contract Liabilities) (4)
Deferred Revenue
(Long-term Contract Liabilities) (5)
Balance at January 1, 2022 $ 351,668 $ 87,764 $ 14,092 $ 12,945 $ 9,257 $ 147
Increase (Decrease) 33,463 ( 23,625 ) 96,376 ( 4,917 ) ( 4,186 ) ( 147 )
Balance at December 31, 2022 $ 385,131 $ 64,139 $ 110,468 $ 8,028 $ 5,071 $ —
For the Year Ended December 31, 2021
Receivables
(Current) (1)
Receivables
(Long-term) (2)
Contract Assets (Current) (3)
Contract Assets (Long-term) (2)
Deferred Revenue
(Current Contract Liabilities) (4)
Deferred Revenue
(Long-term Contract Liabilities) (5)
Balance at January 1, 2021 $ 368,346 $ 70,975 $ 29,327 $ 5,283 $ 9,373 $ 147
Increase (Decrease) ( 16,678 ) 16,789 ( 15,235 ) 7,662 ( 116 ) —
Balance at December 31, 2021 $ 351,668 $ 87,764 $ 14,092 $ 12,945 $ 9,257 $ 147
(1) Included in Accounts Receivable on the Consolidated Statements of Financial Condition.
(2) Included in Other Assets on the Consolidated Statements of Financial Condition.
(3) Included in Other Current Assets on the Consolidated Statements of Financial Condition.
(4) Included in Other Current Liabilities on the Consolidated Statements of Financial Condition.
(5) Included in Other Long-term Liabilities on the Consolidated Statements of Financial Condition.
The Company's contract assets represent arrangements in which an estimate of variable consideration has been included in the transaction price and thereby recognized as revenue that precedes the contractual due date. Under ASC 606, revenue is recognized when all material conditions for completion have been met and it is probable that a significant revenue reversal will not occur in a future period.
The Company recognized revenue of $ 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.
Generally, performance obligations under client arrangements will be settled within one year ; therefore, the Company has elected to apply the practical expedient in ASC 606-10-50-14.
The allowance for credit losses for the years ended December 31, 2022 and 2021 is as follows:
For the Years Ended December 31,
2022 2021
Beginning Balance $ 2,704 $ 5,372
Bad debt expense, net of reversals 5,513 ( 60 )
Write-offs, foreign currency translation and other adjustments ( 3,534 ) ( 2,608 )
Ending Balance $ 4,683 $ 2,704
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:
70
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Amortized Carrying Value by Origination Year
2022 2021 2020 2019 2018 Total
Long-term Accounts Receivable and Long-Term Contract Assets $ 41,686 $ 21,174 $ 7,184 $ 2,123 $ — $ 72,167
Note 5 – Business Changes and Developments
Business Developments
Sale of ECB Business and Wind-down of Mexico Advisory – During 2020, the Company completed the sale of its ECB businesses and the transition of its advisory presence in Mexico:
• On July 2, 2020, the Company completed the sale of the trust business of ECB (the "ECB Trust Business"), which was a part of its Investment Management segment, for a purchase price of MXN 39,500 ($ 1,830 ). As a result of this transaction, the Company deconsolidated assets of $ 475 , representing an allocation of goodwill based on the relative fair value of the business being sold to the total fair value of the Institutional Asset Management reporting unit. This transaction resulted in a pre-tax gain of $ 1,355 included in Other Revenue, Including Interest and Investments, on the 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 ). The ECB business was part of the Company’s Investment Management segment. As a result of this transaction, the Company deconsolidated assets of $ 32,487 , comprised primarily of $ 24,742 of Financial Instruments Owned and Pledged as Collateral at Fair Value, $ 3,317 of Investment Securities and $ 2,785 of Cash and Cash Equivalents and Restricted Cash and deconsolidated liabilities of $ 26,519 , comprised primarily of $ 24,764 of Securities Sold Under Agreements to Repurchase. This transaction resulted in a pre-tax loss of $ 4,796 included in Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2020 .
• 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.
Following the above transactions, the Company concluded that the liquidation of its operations in Mexico was substantially complete. This determination resulted in the reclassification of $ 20,337 and $ 7,028 of cumulative foreign currency translation losses from Accumulated Other Comprehensive Income (Loss) and Noncontrolling Interest, respectively, on the Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2020. In addition, the Company recorded $ 1,656 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 assets resulting from the wind-down of the Company's businesses in Mexico. 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.
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. See Note 6 for further information.
Goodwill and Intangible Assets
Goodwill associated with the Company's acquisitions is as follows:
71
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Investment
Banking & Equities Investment
Management Total
Balance at December 31, 2020 (1)
$ 121,599 $ 7,527 $ 129,126
Foreign Currency Translation and Other ( 880 ) — ( 880 )
Balance at December 31, 2021 (1)
120,719 7,527 128,246
Foreign Currency Translation and Other ( 4,961 ) — ( 4,961 )
Balance at December 31, 2022 (1)
$ 115,758 $ 7,527 $ 123,285
(1) The amount of the Company's goodwill before accumulated impairment losses of $ 38,528 was $ 161,813 , $ 166,774 and $ 167,654 at December 31, 2022, 2021 and 2020, respectively.
Intangible assets associated with the Company's acquisitions are as follows:
December 31, 2021
Gross Carrying Amount Accumulated Amortization
Investment
Banking & Equities Investment
Management Total Investment
Banking & Equities Investment
Management Total
Client Related $ — $ 3,630 $ 3,630 $ — $ 3,294 $ 3,294
Total $ — $ 3,630 $ 3,630 $ — $ 3,294 $ 3,294
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. The Company's intangible assets were fully amortized as of December 31, 2022.
Impairments of Goodwill
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
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. See Notes 5 and 13 for further information.
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.
The Company recognized $ 46,645 for the year ended December 31, 2020, as Special Charges, Including Business Realignment Costs. 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.
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. 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.
72
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 7 – Related Parties
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. See Note 18 for further information.
Receivable from Employees and Related Parties on the Consolidated Statements of Financial Condition consisted of the following at December 31, 2022 and 2021:
December 31,
2022 2021
Advances to Employees $ 21,003 $ 23,536
Personal Expenses Paid on Behalf of Employees and Related Parties 543 1,197
Other 368 475
Receivable from Employees and Related Parties $ 21,914 $ 25,208
Payable to Employees and Related Parties on the Consolidated Statements of Financial Condition consisted of the following at December 31, 2022 and 2021:
December 31,
2022 2021
Amounts Due to U.K. Members $ 30,188 $ 20,221
Amounts Due Pursuant to Tax Receivable Agreements (1)
10,417 10,465
Amounts Due to Employees for the Sale of Outstanding Class R Interests of Private Capital Advisory L.P. (2)
— 27,710
Other 630 480
Payable to Employees and Related Parties $ 41,235 $ 58,876
(1) Reflects the current portion due related to the Member exchange of Class A LP Units for Class A Shares. 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.
(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. 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.
Note 8 – Investment Securities and Certificates of Deposit
The Company's Investment Securities and Certificates of Deposit as of December 31, 2022 and 2021 were as follows:
73
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
December 31, 2022 December 31, 2021
Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value Cost Gross
Unrealized
Gains Gross
Unrealized
Losses Fair Value
Debt Securities $ 802,652 $ 4,483 $ — $ 807,135 $ 706,826 $ 37 $ 16 $ 706,847
Equity Securities 558 — 223 335 666 193 — 859
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
Total Investment Securities (carried at fair value) $ 1,311,377 $ 6,828 $ 8,379 $ 1,309,826 $ 1,603,987 $ 39,464 $ 30 $ 1,643,421
Certificates of Deposit (carried at contract value) 122,890 141,218
Total Investment Securities and Certificates of Deposit $ 1,432,716 $ 1,784,639
Scheduled maturities of the Company's available-for-sale debt securities as of December 31, 2022 and 2021 were as follows:
December 31, 2022 December 31, 2021
Amortized
Cost Fair Value Amortized
Cost Fair Value
Due within one year $ 800,710 $ 805,190 $ 706,826 $ 706,847
Due after one year through five years 1,942 1,945 — —
Total $ 802,652 $ 807,135 $ 706,826 $ 706,847
The Company has the ability and intent to hold available-for-sale securities until a recovery of fair value is equal to an amount approximating its amortized cost, which may be at maturity. Further, the securities are all U.S. Treasuries, and the Company has not incurred credit losses on its securities. As such, the Company does not consider these securities to be impaired at December 31, 2022 and has not recorded a credit allowance on these securities.
Debt Securities
Debt Securities are classified as available-for-sale securities within Investment Securities and Certificates of Deposit on the Consolidated Statements of Financial Condition. 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.
Equity Securities
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. 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.
Debt Securities Carried by EGL
EGL invests in a fixed income portfolio consisting primarily of U.S. Treasury bills. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations, as required for broker-dealers in securities. 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.
74
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Investment Funds
The Company invests in a portfolio of exchange-traded funds as an economic hedge against its deferred cash compensation program. See Note 18 for further information. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations. 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
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. The Company reflects lease expense over the lease terms on a straight-line basis. 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. The Company does not have any leases with variable lease payments. 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.
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). Occupancy and Equipment Rental on the Consolidated Statements of Operations includes operating lease cost for office equipment of $ 5,316 , $ 5,193 and $ 4,709 for the years ended December 31, 2022, 2021 and 2020, respectively.
The Company uses its secured incremental borrowing rate to determine the present value of its right-of-use assets and lease liabilities. The determination of an appropriate incremental borrowing rate requires significant assumptions and judgment. The Company's incremental borrowing rate was calculated based on the Company's recent debt issuances and current market conditions. The Company scales the rates appropriately depending on the life of the leases.
The Company incurred net operating cash outflows of $ 57,456 , $ 45,886 and $ 30,709 for the years ended December 31, 2022, 2021 and 2020, respectively, related to its operating leases, which was net of cash received from lease incentives of $ 3,412 , $ 9,216 and $ 14,732 for the years ended December 31, 2022, 2021 and 2020, respectively.
Other information as it relates to the Company's operating leases is as follows:
For the Years Ended December 31,
2022 2021
New Right-of-Use Assets obtained in exchange for new operating lease liabilities $ 20,666 $ 34,544
December 31,
2022 2021
Weighted-average remaining lease term - operating leases 10.4 years 10.8 years
Weighted-average discount rate - operating leases 3.92 % 3.92 %
As of December 31, 2022, the maturities of the undiscounted operating lease liabilities for which the Company has commenced use are as follows:
75
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
2023 $ 49,288
2024 42,340
2025 42,537
2026 39,056
2027 26,685
Thereafter 190,856
Total lease payments 390,762
Less: Tenant Improvement Allowances ( 3,365 )
Less: Imputed Interest ( 71,351 )
Present value of lease liabilities 316,046
Less: Current lease liabilities ( 37,968 )
Long-term lease liabilities $ 278,078
In December 2022, the Company entered into a lease agreement to take on 38 rentable square feet in New York, New York. The Company took possession of this space in January 2023. 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.
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. These spaces will have lease terms of 3 to 13 years once the Company has taken possession. The additional future payments under these arrangements are $ 262,919 as of December 31, 2022.
Note 10 – Investments
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.
The Company's investments in ABS, Atalanta Sosnoff, Luminis and Seneca Evercore are in voting interest entities. The Company's share of earnings (losses) from these investments is included within Income from Equity Method Investments on the Consolidated Statements of Operations.
The Company also has investments in private equity partnerships which consist of investment interests in private equity funds which are voting interest entities. Realized and unrealized gains and losses on private equity investments are included within Other Revenue, Including Interest and Investments, on the Consolidated Statements of Operations.
Equity Method Investments
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:
December 31,
2022 2021
ABS $ 19,387 $ 40,977
Atalanta Sosnoff 10,717 10,948
Luminis 6,092 6,158
Seneca Evercore 706 507
Total $ 36,902 $ 58,590
76
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
ABS
On December 29, 2011, the Company made an investment accounted for under the equity method of accounting in ABS Investment Management, LLC. Effective as of September 1, 2018, ABS Investment Management, LLC underwent an internal reorganization pursuant to which the Company contributed its ownership interest in ABS Investment Management, LLC to ABS in exchange for ownership interests in ABS Investment Management Holdings LP and ABS Investment Management GP LLC. Taken together, the ownership interests in ABS Investment Management Holdings LP and ABS Investment Management GP LLC were substantially equivalent to the contributed ownership interests in ABS Investment Management, LLC.
In January 2022, the Company entered into an agreement to sell a portion of its interest in ABS. This transaction closed on March 28, 2022 and resulted in the reduction of the Company's ownership interest from 46 % to 26 %. 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.
Atalanta Sosnoff
On December 31, 2015, the Company amended the Operating Agreement with Atalanta Sosnoff and deconsolidated its assets and liabilities, accounting for its interest under the equity method of accounting from that date forward. At 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.
Luminis
On January 1, 2017, the Company acquired an interest in Luminis and accounted for its interest under the equity method of accounting. At December 31, 2022, the Company's ownership interest in Luminis was 20 %. This investment resulted in earnings of $ 813 , $ 1,334 and $ 1,546 for the years ended December 31, 2022, 2021 and 2020, respectively, included within Income from Equity Method Investments on the Consolidated Statements of Operations. This investment is subject to currency translation from the Australian dollar to the U.S. dollar, included in Accumulated Other Comprehensive Income (Loss), on the Consolidated Statements of Financial Condition .
Seneca Evercore
On July 7, 2021, the Company acquired a 20 % interest in Seneca Evercore for $ 500 and maintains proportional representation on the board of directors of Seneca Evercore (but not less than one director) following this transaction. The Company accounts for its interest under the equity method of accounting. 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. dollar, included in Accumulated Other Comprehensive Income (Loss), on the Consolidated Statements of Financial Condition .
Other
The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees. The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 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.
Debt Security Investment
On December 31, 2017, the Company exchanged all of its outstanding equity interests in G5 for debentures of G5. 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. This investment was subject to
77
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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. 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
Private Equity Funds
The Company's investments related to private equity partnerships and associated entities include investments in Glisco Partners II, L.P. ("Glisco II"), Glisco Partners III, L.P. ("Glisco III"), Glisco Capital Partners IV ("Glisco IV"), Trilantic Capital Partners Associates IV, L.P. ("Trilantic IV"), Trilantic Capital Partners V, L.P. ("Trilantic V") and Trilantic Capital Partners VI (North America), L.P. ("Trilantic VI") (through January 1, 2022). Portfolio holdings of the private equity funds are carried at fair value. Accordingly, the Company reflects its pro rata share of unrealized gains and losses occurring from changes in fair value. Additionally, the Company reflects its pro rata share of realized gains, losses and carried interest associated with any investment realizations.
A summary of the Company's investments in the private equity funds as of December 31, 2022 and 2021 was as follows:
December 31,
2022 2021
Glisco II, Glisco III and Glisco IV $ 3,602 $ 3,479
Trilantic IV, Trilantic V and Trilantic VI 1,939 12,210
Total Private Equity Funds $ 5,541 $ 15,689
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. As of December 31, 2022, $ 600 of previously distributed carried interest received from the funds was subject to repayment.
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). 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
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. Neither the Company nor its related parties will have the ability to make decisions that significantly impact the economic performance of these entities. Further, as a limited partner in these entities, the Company does not possess substantive participating rights. The Company had assets of $ 3,166 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. The Company's maximum exposure to loss as of December 31, 2022 and 2021 was $ 5,385 and $ 5,715 , respectively, which represents the carrying value of the Company's investments in these VIEs, as well as any unfunded commitments to the current and future funds.
Investment in Trilantic Capital Partners
During 2021, consistent with the Company's investment strategy, the Company decided to wind down its investment relationship with Trilantic. 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. 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.
78
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Other Investments
In certain instances, the Company receives equity securities in private companies in exchange for advisory services. These investments, which had a balance of $ 604 and $ 676 as of December 31, 2022 and 2021, respectively, are accounted for at their cost minus impairment, if any, plus or minus changes resulting from observable price changes.
Following the Glisco transaction in 2016, the Company recorded an investment in Glisco Manager Holdings LP representing the fair value of the deferred consideration resulting from this transaction. This investment was accounted for at its cost minus impairment, if any, plus or minus changes resulting from observable price changes. The Company amortized the balance of its investment as distributions were received related to the deferred consideration. 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
ASC 820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily-available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Investments measured and reported at fair value are classified and disclosed in one of the following categories:
Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 include listed equities, listed derivatives and treasury bills 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.
Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Periodically, the Company holds investments in corporate bonds, municipal bonds and other debt securities, the estimated fair values of which are based on prices provided by external pricing services.
Level 3 – Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.
The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of December 31, 2022 and 2021:
December 31, 2022
Level 1 Level 2 Level 3 Total
Debt Securities Carried by EGL $ 365,638 $ — $ — $ 365,638
Other Debt and Equity Securities (1)
815,409 — — 815,409
Investment Funds 136,718 — — 136,718
Total Assets Measured At Fair Value $ 1,317,765 $ — $ — $ 1,317,765
December 31, 2021
Level 1 Level 2 Level 3 Total
Debt Securities Carried by EGL $ 784,842 $ — $ — $ 784,842
Other Debt and Equity Securities (1)
710,706 — — 710,706
Investment Funds 150,873 — — 150,873
Total Assets Measured At Fair Value $ 1,646,421 $ — $ — $ 1,646,421
(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.
79
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.
The carrying amount and estimated fair value of the Company's financial instrument assets and liabilities, which are not measured at fair value on the Consolidated Statements of Financial Condition, are listed in the tables below.
December 31, 2022
Carrying Estimated Fair Value
Amount Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and Cash Equivalents $ 655,461 $ 655,461 $ — $ — $ 655,461
Certificates of Deposit 122,890 — 122,890 — 122,890
Receivables (1)
449,270 — 447,051 — 447,051
Contract Assets (2)
118,496 — 117,701 — 117,701
Receivable from Employees and Related Parties 21,914 — 21,914 — 21,914
Closely-held Equity Securities 604 — — 604 604
Financial Liabilities:
Accounts Payable and Accrued Expenses $ 28,807 $ — $ 28,807 $ — $ 28,807
Payable to Employees and Related Parties 41,235 — 41,235 — 41,235
Notes Payable 371,774 — 349,955 — 349,955
December 31, 2021
Carrying Estimated Fair Value
Amount Level 1 Level 2 Level 3 Total
Financial Assets:
Cash and Cash Equivalents $ 575,317 $ 575,317 $ — $ — $ 575,317
Certificates of Deposit 141,218 — 141,218 — 141,218
Receivables (1)
439,432 — 436,749 — 436,749
Contract Assets (2)
27,037 — 25,986 — 25,986
Receivable from Employees and Related Parties 25,208 — 25,208 — 25,208
Closely-held Equity Securities 676 — — 676 676
Financial Liabilities:
Accounts Payable and Accrued Expenses $ 31,633 $ — $ 31,633 $ — $ 31,633
Payable to Employees and Related Parties 58,876 — 58,876 — 58,876
Notes Payable 376,243 — 390,288 — 390,288
(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.
80
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 12 – Furniture, Equipment and Leasehold Improvements
Furniture, Equipment and Leasehold Improvements consisted of the following as of December 31, 2022 and 2021:
December 31,
2022 2021
Furniture and Equipment $ 89,208 $ 81,595
Leasehold Improvements 187,045 180,610
Computer and Technology-related 54,092 52,241
Total 330,345 314,446
Less: Accumulated Depreciation and Amortization ( 187,077 ) ( 165,857 )
Furniture, Equipment and Leasehold Improvements, Net $ 143,268 $ 148,589
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.
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. See Notes 5 and 6 for further information.
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. 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
2016 Private Placement Notes
On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes, including: $ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 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. The Company may, at its option, prepay all, or from time to time any part of, the 2016 Private Placement Notes (without regard to Series), in an amount not less than 5 % of the aggregate principal amount of the 2016 Private Placement Notes then outstanding at 100 % of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2016 Private Placement Notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the 2016 Private Placement Notes plus accrued and unpaid interest to the prepayment date. The 2016 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio, a minimum tangible net worth and a minimum interest coverage ratio, and customary events of default. As of December 31, 2022, the Company was in compliance with all of these covenants.
In March 2021, the Company repaid the $ 38,000 aggregate principal amount of its Series A Notes . On June 28, 2022, the Company prepaid the $ 67,000 aggregate principal amount of its Series B Notes plus the applicable make-whole amount. In conjunction with the June 2022 prepayment and the acceleration of the remaining debt issuance costs, the Company recorded a
81
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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
On August 1, 2019, the Company issued $ 175,000 and £ 25,000 of senior unsecured notes through private placement. These notes reflect a weighted average life of 12 years and a weighted average stated interest rate of 4.26 %. These notes include: $ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029 (the "Series E Notes"), $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031 (the "Series F Notes"), $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 (the "Series G Notes") and £ 25,000 aggregate principal amount of its 3.33 % Series H senior notes due August 1, 2033 (the "Series H Notes" and together with the Series E Notes, the Series F Notes and the Series G Notes, the "2019 Private Placement Notes"), each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019 (the "2019 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
Interest on the 2019 Private Placement Notes is payable semi-annually and the 2019 Private Placement Notes are guaranteed by certain of the Company's domestic subsidiaries. The Company may, at its option, prepay all, or from time to time any part of, the 2019 Private Placement Notes (without regard to Series), in an amount not less than 5 % of the aggregate principal amount of the 2019 Private Placement Notes then outstanding at 100 % of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2019 Private Placement Notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the 2019 Private Placement Notes plus accrued and unpaid interest to the prepayment date. The 2019 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio and a minimum tangible net worth, and customary events of default. As of December 31, 2022, the Company was in compliance with all of these covenants.
2021 Private Placement Notes
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. The Company may, at its option, prepay all, or from time to time any part of, the 2021 Private Placement Notes, in an amount not less than 5 % of the aggregate principal amount of the 2021 Private Placement Notes then outstanding at 100 % of the principal amount thereof plus an applicable "make-whole amount." Upon the occurrence of a change of control, the holders of the 2021 Private Placement Notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the 2021 Private Placement Notes plus accrued and unpaid interest to the prepayment date. The 2021 Note Purchase Agreement contains customary covenants, including financial covenants requiring compliance with a maximum leverage ratio and a minimum tangible net worth, and customary events of default. As of December 31, 2022, the Company was in compliance with all of these covenants.
2022 Private Placement Notes
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.
82
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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. 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. 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. 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:
Carrying Value (1) at
December 31,
Note Maturity Date Effective Annual Interest Rate 2022 2021
Evercore Inc. 5.23 % Series B Senior Notes
3/30/2023 5.44 % $ — $ 66,829
Evercore Inc. 5.48 % Series C Senior Notes
3/30/2026 5.64 % 47,772 47,710
Evercore Inc. 5.58 % Series D Senior Notes
3/30/2028 5.72 % 16,891 16,874
Evercore Inc. 4.34 % Series E Senior Notes
8/1/2029 4.46 % 74,470 74,407
Evercore Inc. 4.44 % Series F Senior Notes
8/1/2031 4.55 % 59,545 59,500
Evercore Inc. 4.54 % Series G Senior Notes
8/1/2033 4.64 % 39,679 39,655
Evercore Inc. 3.33 % Series H Senior Notes
8/1/2033 3.42 % 30,003 33,564
Evercore Inc. 1.97 % Series I Senior Notes
8/1/2025 2.20 % 37,785 37,704
Evercore Inc. 4.61 % Series J Senior Notes
11/15/2028 5.02 % 65,629 —
Total $ 371,774 $ 376,243
(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:
2023 $ 16,158
2024 16,158
2025 53,971
2026 62,095
2027 12,779
Thereafter 324,724
Total $ 485,885
Note 14 – Employee Benefit Plans
Defined Contribution Retirement Plan – The Company, through a subsidiary, provides certain retirement benefits to employees through a qualified retirement plan. The Evercore Partners Services East L.L.C. Retirement Plan (the "Evercore Plan") is a defined contribution plan with a salary deferral feature under Section 401(k) of the Internal Revenue Code. It also includes a discretionary profit sharing feature. The Evercore Plan was formed on February 1, 1996 and subsequently amended. The Evercore Plan's year ends on December 31 of each year. The Company, at its sole discretion, determines the amount, if any, of profit to be contributed to the Evercore Plan.
The Evercore Plan provides for a matching contribution from the Company to be made for eligible participants, as defined by the Evercore Plan. The matching contribution from the Company is made annually pursuant to a discretionary formula. The matching contribution is determined as 100 % of up to 3 % of eligible compensation, defined as salary plus cash bonus
83
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
compensation, to a maximum of $ 3 per employee. Catch-up contributions are not matched. Participants vest 100 % in the matching contribution from the Company upon completion of three years of service.
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. provides a defined contribution benefit plan, the Evercore Partners International Group Personal Pension Plan (the "Evercore Europe Plan"), for Evercore U.K. employees and members. The Evercore Europe Plan was established in November 2006 and subsequently amended.
The Evercore Europe Plan, for employees starting between November 2006 and July 2011, has a salary deferral feature as permitted under existing tax guidelines for HM Customs and Revenue, the Inland Revenue Service in the United Kingdom. Evercore U.K. employees must have elected to participate in the plan prior to July 2011, and Evercore U.K. has a minimum annualized contribution of 15 % to 50 % of an employee's salary for all the employees who participated, depending on the respective employee's level within the Company. These employees are also eligible to contribute up to 10 % of their salary to the Evercore Europe Plan and, under the terms of the Evercore Europe Plan, if an employee contributes a minimum of 7.5 % to 10 % of their salary to the plan, Evercore U.K. must make a matching contribution of 5 % to 10 % of the employee's salary depending on the employee's level within the Company.
The Evercore Europe Plan, for employees starting after July 2011, has a salary deferral feature as permitted under existing tax guidelines for HM Customs and Revenue. Evercore U.K. has a minimum annualized contribution of 15 % of an employee's salary. Employees are also eligible to contribute a percentage of their salary to the Evercore Europe Plan, however, any contribution made does not entitle them to a matching contribution from Evercore U.K.
The Company made contributions to the Evercore Europe Plan of $ 3,968 , $ 3,688 and $ 3,173 for the years ended December 31, 2022, 2021 and 2020, respectively.
Evercore ISI U.K. 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. The Company contributes up to 9 % of an employee's salary. The Company made contributions to the Evercore ISI U.K. Personal Pension Plan of $ 45 , $ 74 and $ 86 for the years ended December 31, 2022, 2021 and 2020, respectively.
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.
In addition, the Company offers separation and transition and certain other benefits. See Note 18 for further information.
Self-Funded Medical Insurance Program – Effective January 1, 2023, the Company changed its medical insurance plan in the U.S. from a fully insured to a self-funded plan. The Company is liable for the funding of claims under the self-funded plan. The Company also maintains stop-loss insurance for its medical plan to provide coverage for claims over a defined financial threshold. 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
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 . During the year ended December 31, 2022, the Company also paid deferred cash dividends of $ 15,689 . 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 . 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. During the year ended December 31, 2021, the Company purchased 995 Class A Shares from employees at an
84
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
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. 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. 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.
The substantially complete liquidation of the Company's businesses in Mexico in 2020 resulted in the reclassification of $ 20,337 of cumulative foreign currency translation losses from Accumulated Other Comprehensive Income (Loss) on the Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2020. See Note 5 for further information.
Note 16 – Noncontrolling Interest
Noncontrolling Interest recorded in the consolidated financial statements of the Company relates to the following approximate interests in certain consolidated subsidiaries, which are not owned by the Company. In circumstances where the governing documents of the entity to which the noncontrolling interest relates require special allocations of profits or losses to the controlling and noncontrolling interest holders, the net income or loss of these entities is allocated based on these special allocations.
Noncontrolling ownership interests for the Company's subsidiaries were as follows:
As of December 31,
2022 2021 2020
Evercore LP 6 % 11 % 11 %
Evercore Wealth Management ("EWM") (1)
26 % 26 % 26 %
RECA (2)
— % — % 38 %
(1) Noncontrolling Interests represent a blended rate for multiple classes of interests in EWM.
(2) Noncontrolling Interests represent the Class R Interests of Private Capital Advisory L.P.
The Noncontrolling Interests for Evercore LP and EWM have rights, in certain circumstances, to convert into Class A Shares.
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. See Note 2 for further information.
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. This transaction may be settled in cash, Evercore LP Units or Class A shares of the Company, at the Company’s discretion. 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 %. As of December 31, 2022, the EWM members held 26 % of the outstanding EWM Units.
Changes in Noncontrolling Interest for the years ended December 31, 2022, 2021 and 2020 were as follows:
85
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Years Ended December 31,
2022 2021 2020
Beginning balance $ 314,910 $ 258,428 $ 256,534
Comprehensive Income:
Net Income Attributable to Noncontrolling Interest 54,895 128,457 62,106
Other Comprehensive Income (Loss) ( 1,612 ) ( 447 ) 7,366
Total Comprehensive Income 53,283 128,010 69,472
Evercore LP Units Exchanged for Class A Shares ( 159,412 ) ( 12,306 ) ( 37,683 )
Amortization and Vesting of LP Units 23,425 13,189 14,618
Other Items:
Distributions to Noncontrolling Interests ( 42,704 ) ( 67,865 ) ( 44,915 )
Issuance of Noncontrolling Interest 300 2,958 540
Purchase of Noncontrolling Interest ( 195 ) ( 7,504 ) ( 138 )
Total Other Items ( 42,599 ) ( 72,411 ) ( 44,513 )
Ending balance $ 189,607 $ 314,910 $ 258,428
Other Comprehensive Income – Other Comprehensive Income (Loss) Attributed to Noncontrolling Interest includes unrealized gains (losses) on securities and investments, net, of $ 313 , ($ 49 ) and ($ 223 ) for the years ended December 31, 2022, 2021 and 2020, respectively, and foreign currency translation adjustment gains (losses), net, of ($ 1,925 ), ($ 398 ) and $ 561 for the years ended December 31, 2022, 2021 and 2020, respectively.
The substantially complete liquidation of the Company's businesses in Mexico in 2020 resulted in the reclassification of $ 7,028 of cumulative foreign currency translation losses from Noncontrolling Interest on the Consolidated Statement of Financial Condition to Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations for the year ended December 31, 2020. See Note 5 for further information.
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. 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. 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.
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. 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.
In addition, 242 and 899 LP Units were exchanged for Class A Shares during the years ended December 31, 2021 and 2020, respectively.
See Note 15 for further information.
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.
86
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
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.
During 2021, the Company purchased, at fair value, an additional 1 % of the EWM Class A Units for $ 3,170 . 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 . 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. 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. The amount of contingent consideration to be paid is dependent on the RECA business achieving certain revenue performance targets. 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. 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. 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.
Note 17 – Net Income Per Share Attributable to Evercore Inc. Common Shareholders
The calculations of basic and diluted net income per share attributable to Evercore Inc. common shareholders for the years ended December 31, 2022, 2021 and 2020 are described and presented below.
87
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Years Ended December 31,
2022 2021 2020
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders $ 476,520 $ 740,116 $ 350,574
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs 39,224 40,054 40,553
Basic net income per share attributable to Evercore Inc. common shareholders $ 12.15 $ 18.48 $ 8.64
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders $ 476,520 $ 740,116 $ 350,574
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares (1)
— — —
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above (1)
— — —
Diluted net income attributable to Evercore Inc. common shareholders
$ 476,520 $ 740,116 $ 350,574
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs 39,224 40,054 40,553
Assumed exchange of LP Units for Class A Shares (1)(2)
— — 72
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
Shares that are contingently issuable (3)
208 499 420
Diluted weighted average Class A Shares outstanding 41,037 43,321 42,623
Diluted net income per share attributable to Evercore Inc. common shareholders $ 11.61 $ 17.08 $ 8.22
(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. 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. The units that would have been included in the denominator of the computation of diluted net income per share attributable to Evercore Inc. common shareholders if the effect would have been dilutive were 2,970 , 4,854 and 5,126 for the years ended December 31, 2022, 2021 and 2020, respectively. 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. 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. The Company does not anticipate that the Class A, E, I and K LP Units will result in a dilutive computation in future periods.
(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. As of December 31, 2022, 2021 and 2020, no Class J LP Units remained issued or outstanding. See Note 18 for further information. 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. common shareholders under the if-converted method. In computing this adjustment, the Company assumes that all Class J LP Units are converted into Class A Shares.
88
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
(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. On March 1, 2022, all of the Class I-P Units converted to Class I LP Units. See Note 18 for further information. For the purposes of calculating diluted net income per share attributable to Evercore Inc. common shareholders, the Company's Class I-P Units and Class K-P Units are included in diluted weighted average Class A Shares outstanding as of the beginning of the period in which all necessary performance conditions have been satisfied. If all necessary performance conditions have not been satisfied by the end of the period, the number of shares that are included in diluted weighted average Class A Shares outstanding is based on the number of shares that would be issuable if the end of the reporting period were the end of the performance period.
The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company. The shares of Class B common stock do not share in the earnings of the Company and no earnings are allocable to such class. Accordingly, basic and diluted net income per share of Class B common stock have not been presented.
Note 18 – Share-Based and Other Deferred Compensation
LP Units
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. 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.
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). 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 .
Class K-P Units – The Company has awarded the following Class K-P Units:
• 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.
• 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.
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.
• 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. 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.
89
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
• In December 2022, the Company awarded 200 Class K-P Units to an employee of the Company. These Class K-P Units are segregated into four tranches of 50 Class K-P Units each. 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. 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. The Company determined the grant date fair value of these awards probable to vest as of December 31, 2022 to be $ 117,145 , related to 1,094 Class K LP Units which were probable of achievement, and recognizes expense for these units over the respective service periods. 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.
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.
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. 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. 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.
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. 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
In 2006 the Company's stockholders and board of directors adopted the Evercore Inc. 2006 Stock Incentive Plan. The total number of Class A Shares which could be issued under this plan was 20,000 . During the second quarter of 2013, the Company's stockholders approved the Amended and Restated 2006 Evercore Inc. Stock Incentive Plan. The amended and restated plan, among other things, authorized an additional 5,000 shares of the Company's Class A Shares.
During 2016, the Company's stockholders approved the Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the "2016 Plan"). The 2016 Plan, among other things, authorized an additional 10,000 shares of the Company's Class A Shares.
During 2020, the Company's stockholders approved the Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the "Amended 2016 Plan"), which amended the prior Amended and Restated 2016 Evercore Inc. Stock Incentive Plan. The Amended 2016 Plan, among other things, authorized an additional 6,000 shares of the Company's Class A Shares.
During 2022, the Company's stockholders approved the Second Amended and Restated 2016 Evercore Inc. Stock Incentive Plan (the "Second Amended 2016 Plan"), which amended the Amended 2016 Plan. The Second Amended 2016 Plan, among other things, authorizes an additional 6,500 shares of the Company's Class A Shares. 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. The
90
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Company intends to use newly-issued Class A Shares to satisfy any awards under the Second Amended 2016 Plan and its predecessor plan. 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. 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. The dividend equivalents have the same vesting and delivery terms as the underlying RSU award.
The Company estimates forfeitures in the aggregate compensation cost to be amortized over the requisite service period of its awards. The Company periodically monitors its estimated forfeiture rate and adjusts its assumptions to the actual occurrence of forfeited awards. A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.
The Company had 127 RSUs which were fully vested but not delivered as of December 31, 2022.
Equity Grants
2022 Equity Grants. During 2022, pursuant to the above Stock Incentive Plans, the Company granted employees 2,978 RSUs that are Service-based Awards. 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:
Service-based Awards
Number of Shares Grant Date Weighted
Average Fair Value
Unvested Balance at January 1, 2022 5,219 $ 511,507
Granted 2,978 368,561
Modified — —
Forfeited ( 184 ) ( 20,742 )
Vested ( 2,316 ) ( 215,253 )
Unvested Balance at December 31, 2022 5,697 $ 644,073
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 . The ultimate amount of such expense is dependent upon the actual number of Service-based Awards that vest. The Company periodically assesses the forfeiture rates used for such estimates. The weighted-average period over which this compensation cost is expected to be recognized is 32 months.
2021 Equity Grants. During 2021, pursuant to the above Stock Incentive Plans, the Company granted employees 2,166 RSUs that are Service-based Awards. 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 . During 2021, 2,287 Service-based Awards vested and 184 Service-based Awards were forfeited. Compensation expense related to Service-based Awards was $ 211,298 for the year ended December 31, 2021 .
2020 Equity Grants. During 2020, pursuant to the above Stock Incentive Plans, the Company granted employees 1,946 RSUs that are Service-based Awards. Service-based Awards granted during 2020 had grant date fair values of $ 44.21 to $ 93.19 per share, with an average value of $ 80.94 per share, for an aggregate fair value of $ 157,508 . During 2020, 2,715 Service-based Awards vested and 121 Service-based Awards were forfeited. Compensation expense related to Service-based Awards was $ 192,070 f or the year ended December 31, 2020.
Deferred Cash
Deferred Cash Compensation Program – The Company's deferred cash compensation program provides participants the ability to elect to receive a portion of their deferred compensation in cash, which is indexed to notional investment portfolios
91
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
selected by the participant and generally vests ratably over four years and requires payment upon vesting. 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.
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. 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 . The weighted-average period over which this compensation cost is expected to be recognized is 19 months. 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.
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. These awards vested in five equal installments over the period ending June 30, 2022, subject to continued employment. The Company recognized expense for these awards ratably over the vesting period.
During 2022, the Company granted $ 19,861 of deferred cash awards to certain employees. These awards vest ratably over one to two years .
In addition, the Company periodically grants other deferred cash awards to certain employees. The Company recognizes expense for these awards ratably over the vesting period.
Compensation expense related to other deferred cash awards was $ 14,409 , $ 10,595 and $ 12,897 for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the total compensation cost related to other defe rred cash awards not yet recognized was $ 15,739 . The weighted-average period over which this compensation cost is expected to be recognized is 10 months.
2023 Equity and Deferred Cash Grants
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 . In addition, during the first quarter of 2023, the Company granted approximately $ 164,000 of deferred cash compensation to certain employees, principally pursuant to the deferred cash compensation program. These awards will generally vest over four years .
Long-term Incentive Plan
The Company's Long-term Incentive Plan provides for incentive compensation awards to Advisory Senior Managing Directors, excluding executive officers of the Company, who exceed defined benchmark results over four-year performance periods beginning January 1, 2017 (the "2017 Long-term Incentive Plan") and January 1, 2021 (the "2021 Long-term Incentive Plan", which was approved by the Company's Board of Directors in April 2021 and modified in July 2021). Remaining amounts due pursuant to the 2017 and 2021 Long-term Incentive Plans, which aggregate $ 48,328 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. 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). Awards issued under the 2017 Long-term Incentive Plan are subject to retirement eligibility
92
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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. 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 . As of December 31, 2022, the total remaining expense to be recognized for the 2021 Long-term Incentive Plan over the future vesting period ending March 15, 2027, based on the current anticipated probable payout for the plan, is $ 164,979 .
Employee Loans Receivable
Periodically, the Company provides new and existing employees with cash payments in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements ranging from one to five years and in certain circumstances, subject to the achievement of performance requirements. Generally, these awards, based on the terms, include a requirement of either full or partial repayment by the employee if the service or other requirements of the agreements with the Company are not achieved. In circumstances where the employee meets the Company's minimum credit standards, the Company amortizes these awards to compensation expense over the relevant service period, which is generally the period they are subject to forfeiture. Compensation expense related to these awards was $ 27,050 , $ 23,136 and $ 20,411 for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the total compensation cost not yet recognized related to these awards was $ 37,931 .
Other
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
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,
2022 2021
Beginning Balance $ 675 $ 4,589
Termination Costs Incurred 8,483 2,780
Cash Benefits Paid ( 3,997 ) ( 6,539 )
Non-Cash Charges ( 164 ) ( 155 )
Ending Balance $ 4,997 $ 675
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. See Notes 5 and 6 for further information.
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
Private Equity – As of December 31, 2022, the Company had unfunded commitments for capital contributions of $ 2,401 to private equity funds. These commitments will be funded as required through the end of each private equity fund's investment period, subject to certain conditions. Such commitments are satisfied in cash and are generally required to be made as investment opportunities are consummated by the private equity funds.
93
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Lines of Credit – Evercore Partners Services East L.L.C. ("East") entered into a loan agreement with PNC Bank, National Association ("PNC") for a revolving credit facility in an aggregate principal amount, 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. This facility is secured by East's accounts receivable and the proceeds therefrom, as well as certain assets of EGL, including certain of EGL's accounts receivable. In addition, the agreement contains certain reporting covenants, as well as certain debt covenants that prohibit East and the Company from incurring other indebtedness, subject to specified exceptions. The Company and its consolidated subsidiaries were in compliance with these covenants as of December 31, 2022. 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.
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. In addition, the agreement contains certain reporting requirements and debt covenants consistent with the Existing PNC Facility. The Company and its consolidated subsidiaries were in compliance with these covenants as of December 31, 2022. 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.
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. 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.
In addition, EGL's clearing broker provides temporary funding for the settlement of securities transactions.
Tax Receivable Agreement – As of December 31, 2022, the Company estimates the contractual obligations related to the Tax Receivable Agreement to be $ 71,586 . 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.
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. 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. 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.
The Company enters into commitments to pay contingent consideration related to certain of its acquisitions. The Company paid $ 270 and $ 81 of its commitment for contingent consideration related to its acquisition of Kuna & Co, KG during the years ended December 31, 2021 and 2020, respectively. The contingent consideration was fully paid as of December 31, 2021.
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:
December 31,
2022 2021 2020
Cash and Cash Equivalents $ 663,400 $ 578,317 $ 829,598
Restricted Cash included in Other Assets 8,723 8,976 8,626
Total Cash, Cash Equivalents and Restricted Cash shown in the Statement of Cash Flows $ 672,123 $ 587,293 $ 838,224
94
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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.
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. This contract settled in June 2020. 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. The Company had realized losses of ($ 3,998 ) for the year ended December 31, 2020.
Contingencies
In the normal course of business, from time to time, the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, United Kingdom, German, Hong Kong, Singapore, Canadian, Dubai and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company's business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, "Contingencies" when warranted. Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.
Note 20 – Regulatory Authorities
EGL is a U.S. registered broker-dealer and is subject to the net capital requirements of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Under the Alternative Net Capital Requirement, EGL's minimum net capital requirement is $ 250 . EGL's regulatory net capital as of December 31, 2022 and 2021 was $ 274,131 and $ 660,032 , respectively, which exceeded the minimum net capital requirement by $ 273,881 and $ 659,782 , respectively.
Certain other non-U.S. subsidiaries are subject to various securities and banking regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries are in excess of their local capital adequacy requirements at December 31, 2022.
Evercore Trust Company, N.A. ("ETC"), which is limited to fiduciary activities, is regulated by the Office of the Comptroller of the Currency ("OCC") and is a member bank of the Federal Reserve System. The Company, Evercore LP and ETC are subject to written agreements with the OCC that, among other things, require the Company and Evercore LP to maintain at least $ 5,000 in Tier 1 capital in ETC (or such other amount as the OCC may require) and maintain liquid assets in ETC in an amount at least equal to the greater of $ 3,500 or 180 days coverage of ETC's operating expenses. The Company was in compliance with the aforementioned agreements as of December 31, 2022.
Note 21 – Income Taxes
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. Taxes Payable as of December 31, 2022 and 2021 were $ 9,842 and $ 20,980 , respectively.
Additionally, the Company is subject to the income tax effects associated with the global intangible low-taxed income ("GILTI") provisions in the period incurred. For the years ended December 31, 2022, 2021 and 2020, no additional income tax expense associated with the GILTI provisions has been recognized.
The following table presents the U.S. and non-U.S. components of Income before income tax expense:
95
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Years Ended December 31,
2022 2021 2020
U.S. $ 455,584 $ 832,411 $ 407,015
Non-U.S. 193,562 155,731 71,710
Income before Income Tax Expense (1)
$ 649,146 $ 988,142 $ 478,725
(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:
For the Years Ended December 31,
2022 2021 2020
Current:
Federal $ 85,699 $ 141,260 $ 73,119
Foreign 40,680 25,643 20,360
State and Local 47,102 52,045 20,848
Total Current 173,481 218,948 114,327
Deferred:
Federal 3,020 25,352 9,640
Foreign ( 5,893 ) ( 1,757 ) 3,290
State and Local 2,018 5,483 894
Total Deferred ( 855 ) 29,078 13,824
Total $ 172,626 $ 248,026 $ 128,151
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:
For the Years Ended December 31,
2022 2021 2020
Reconciliation of Federal Statutory Tax Rates:
U.S. Statutory Tax Rate 21.0 % 21.0 % 21.0 %
Increase Due to State and Local Taxes 5.6 % 4.6 % 3.7 %
Rate Benefits as a Limited Liability Company/Flow Through ( 1.9 ) % ( 2.6 ) % ( 2.2 ) %
Foreign Taxes 1.0 % 0.5 % ( 1.1 ) %
Non-Deductible Expenses (1)
1.0 % 0.3 % 0.7 %
ASU 2016-09 Benefit for Stock Compensation ( 2.8 ) % ( 1.7 ) % — %
Valuation Allowances ( 0.3 ) % ( 0.4 ) % 1.8 %
Other Adjustments 0.9 % 0.5 % ( 0.2 ) %
Effective Income Tax Rate 24.5 % 22.2 % 23.7 %
(1) Primarily related to non-deductible share-based compensation expense.
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.
96
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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. Income taxes paid or payable to foreign jurisdictions partially reduce the repatriation tax as a foreign tax credit, based on a formula that includes earnings of certain foreign subsidiaries. The Company has computed the repatriation tax and determined that it should have sufficient foreign tax credits to offset the estimated charge; any additional liability would be immaterial.
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Statements of Financial Condition. These temporary differences result in taxable or deductible amounts in future years. Details of the Company's deferred tax assets and liabilities as of December 31, 2022 and 2021 were as follows:
December 31,
2022 2021
Deferred Tax Assets:
Depreciation and Amortization $ 23,558 $ 26,207
Compensation and Benefits 119,908 95,532
Step up in tax basis due to the exchange of LP Units for Class A Shares (1)
71,955 83,313
Step up in tax basis due to the exchange of LP Units for Class A Shares (2)
41,047 44,840
Operating Lease 75,519 81,198
Other 13,098 9,511
Total Deferred Tax Assets $ 345,085 $ 340,601
Deferred Tax Liabilities:
Operating Lease $ 56,824 $ 62,164
Goodwill, Intangible Assets and Other 14,806 16,289
Total Deferred Tax Liabilities $ 71,630 $ 78,453
Net Deferred Tax Assets Before Valuation Allowance 273,455 262,148
Valuation Allowance ( 16,289 ) ( 14,071 )
Net Deferred Tax Assets $ 257,166 $ 248,077
(1) Step-up in the tax basis associated with the exchange of LP Units for holders which have a tax receivable agreement.
(2) Step-up in the tax basis associated with the exchange of LP Units for holders which do not have a tax receivable agreement.
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. 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. 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. The agreement provides for a payment to the LP Unit holders of 85 % of the cash tax savings (if any), resulting from the increased tax benefits from the exchange and for the Company to retain 15 % of such benefits. Accordingly, Deferred Tax Assets, Amounts Due Pursuant to Tax Receivable Agreements and Additional Paid-In-Capital increased $ 600 , $ 510 and $ 90 , respectively, on the Company's Consolidated Statement of Financial Condition as of December 31, 2022. See Note 15 for further discussion.
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. The Company recorded an increase in deferred tax assets of $ 93 associated with changes in Unrealized Gain (Loss) on Securities and
97
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
A reconciliation of the changes in tax positions for the years ended December 31, 2022, 2021 and 2020 is as follows:
December 31,
2022 2021 2020
Beginning unrecognized tax benefit $ 254 $ 376 $ 494
Additions for tax positions of prior years 105 — —
Reductions for tax positions of prior years — — —
Lapse of Statute of Limitations — ( 122 ) ( 118 )
Decrease due to settlement with Taxing Authority — — —
Ending unrecognized tax benefit $ 359 $ 254 $ 376
The Company classifies interest relating to tax matters and tax penalties as a component of income tax expense in its Consolidated Statements of Operations. As of December 31, 2022, there were $ 359 of unrecognized tax benefits that, if recognized, $ 292 would affect the effective tax rate. Related to the unrecognized tax benefits, the Company accrued interest and penalties of $ 61 and $ 17 , respectively, during the year ended December 31, 2022. 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. 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. 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.
The Company is subject to taxation in the U.S. and various state, local and foreign jurisdictions. The Company and its affiliates are currently under examination by the U.S. 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. federal, state, local or foreign examinations by taxing authorities for years before 2017.
Note 22 – Concentrations of Credit Risk
Financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, investment securities, foreign government obligations and receivables from clients. The Company has placed substantially all of its Cash and Cash Equivalents in interest-bearing deposits in U.S. commercial banks and U.S. investment banks that meet certain rating and capital requirements, as well as treasury bills. The Company's foreign subsidiaries maintain substantially all of their Cash and Cash Equivalents in interest bearing accounts at large commercial banking institutions domiciled in their respective countries of operation. Concentrations of credit risk are limited due to the quality of the Company's clients.
Credit Risks
The Company maintains its cash and cash equivalents, as well as certificates of deposit, with financial institutions with high credit ratings. At times, the Company may maintain deposits in federally insured financial institutions in excess of federally insured ("FDIC") limits or enter into sweep arrangements where banks will periodically transfer a portion of the Company's excess cash position to a money market fund. However, the Company believes that it is not exposed to significant credit risk due to the financial position of the depository institutions or investment vehicles in which those deposits are held.
Accounts Receivable consists primarily of advisory fees and expense reimbursements billed to clients. Other Assets includes long-term receivables from fees related to private funds capital raising and certain fees related to the private capital businesses. Receivables are reported net of any allowance for credit losses. 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. 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
98
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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. 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. 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). As of December 31, 2022, total contract assets recorded in Other Current Assets and Other Assets amounted to $ 110,468 and $ 8,028 , respectively. As of December 31, 2021, total contract assets recorded in Other Current Assets and Other Assets amounted to $ 14,092 and $ 12,945 , respectively.
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. 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. See Note 18 for further information.
Note 23 – Segment Operating Results
Business Segments – The Company's business results are categorized into the following two segments: Investment Banking & Equities and Investment Management. 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. 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 Wealth Management and interests in private equity funds which are not managed by the Company, and the historical results include Institutional Asset Management. The Company completed the sales of its ECB businesses in 2020. In addition, in 2020, the Company completed the transition of its advisory presence in Mexico to a strategic alliance relationship with a newly-formed independent strategic advisory firm founded by certain former employees. See Note 5 for further information.
The Company's segment information for the years ended December 31, 2022, 2021 and 2020 is prepared using the following methodology:
• Revenue, expenses and income (loss) from equity method investments directly associated with each segment are included in determining pre-tax income.
• Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other performance and time-based factors.
• Segment assets are based on those directly associated with each segment, or for certain assets shared across segments, those assets are allocated based on the most relevant measures applicable, including headcount and other factors.
• Investment gains and losses, interest income and interest expense are allocated between the segments based on the segment in which the underlying asset or liability is held.
Other Revenue, net, included in each segment's Net Revenues includes the following:
• Interest income and income (losses) on investment securities, including the Company's investment funds and futures contracts which are used as an economic hedge against the Company's deferred cash compensation program, certificates of deposit, cash and cash equivalents, long-term accounts receivable and on the Company’s debt security investment in G5 (through June 25, 2021, the date G5 repaid its outstanding debentures with the Company in full. See Note 10 for further information.)
99
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
• A gain on the sale of a portion of the Company's interests in ABS in 2022. See Note 10 for further information
• Gains (losses) resulting from foreign currency exchange rate fluctuations
• Realized and unrealized gains and losses on interests in private equity funds which are not managed by the Company
• Interest expense associated with the Company’s Notes Payable and lines of credit, as well as revenue and expenses associated with repurchase or resale transactions (prior to the sale of the Company's ECB business in December 2020)
• 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
• Adjustments to amounts due pursuant to the Company’s tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates
Each segment's Operating Expenses include: a) employee compensation and benefits expenses that are incurred directly in support of the segment and b) non-compensation expenses, which include expenses for premises and occupancy, professional fees, travel and entertainment, communications and information services, execution, clearing and custody fees, equipment and indirect support costs (including compensation and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, legal, technology, human capital, facilities management and senior management activities.
Other Expenses 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:
◦ 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
◦ 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
• 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
• Intangible Asset and Other Amortization – Includes amortization of intangible assets and other purchase accounting-related amortization associated with certain acquisitions
The Company evaluates segment results based on net revenues and pre-tax income, both including and excluding the impact of the Other Expenses.
No client accounted for more than 10% of the Company's Consolidated Net Revenues for the years ended December 31, 2022, 2021 and 2020, respectively.
The following information presents each segment's contribution.
100
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
For the Years Ended December 31,
2022 2021 2020
Investment Banking & Equities
Net Revenues (1)
$ 2,696,125 $ 3,223,889 $ 2,217,386
Operating Expenses 2,009,913 2,125,871 1,637,542
Other Expenses (2)
3,126 7 49,112
Operating Income 683,086 1,098,011 530,732
Income from Equity Method Investments 1,217 1,337 1,546
Pre-Tax Income $ 684,303 $ 1,099,348 $ 532,278
Identifiable Segment Assets $ 3,446,075 $ 3,605,332 $ 3,186,864
Investment Management
Net Revenues (1)
$ 65,923 $ 65,610 $ 46,519
Operating Expenses 52,967 52,629 50,473
Other Expenses (2)
— 8,554 345
Operating Income (Loss) 12,956 4,427 ( 4,299 )
Income from Equity Method Investments 6,782 12,824 12,852
Pre-Tax Income $ 19,738 $ 17,251 $ 8,553
Identifiable Segment Assets $ 174,848 $ 197,325 $ 184,024
Total
Net Revenues (1)
$ 2,762,048 $ 3,289,499 $ 2,263,905
Operating Expenses 2,062,880 2,178,500 1,688,015
Other Expenses (2)
3,126 8,561 49,457
Operating Income 696,042 1,102,438 526,433
Income from Equity Method Investments 7,999 14,161 14,398
Pre-Tax Income $ 704,041 $ 1,116,599 $ 540,831
Identifiable Segment Assets $ 3,620,923 $ 3,802,657 $ 3,370,888
101
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
(1) Net Revenues include Other Revenue, net, allocated to the segments as follows:
For the Years Ended December 31,
2022 2021 2020
Investment Banking & Equities (A)
$ ( 25,668 ) $ 19,370 $ ( 20,770 )
Investment Management (B)
1,440 ( 174 ) ( 7,878 )
Total Other Revenue, net $ ( 24,228 ) $ 19,196 $ ( 28,648 )
(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.
(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:
For the Years Ended December 31,
2022 2021 2020
Investment Banking & Equities
Amortization of LP Units and Certain Other Awards $ — $ — $ 1,067
Special Charges, Including Business Realignment Costs 3,126 — 46,600
Acquisition and Transition Costs — 7 262
Intangible Asset and Other Amortization — — 1,183
Total Investment Banking & Equities 3,126 7 49,112
Investment Management
Special Charges, Including Business Realignment Costs — 8,554 45
Acquisition and Transition Costs — — 300
Total Investment Management — 8,554 345
Total Other Expenses $ 3,126 $ 8,561 $ 49,457
Geographic Information – The Company manages its business based on the profitability of the enterprise as a whole.
The Company's revenues were derived from clients located and managed in the following geographical areas:
For the Years Ended December 31,
2022 2021 2020
Net Revenues: (1)
United States $ 1,989,387 $ 2,553,806 $ 1,768,901
Europe and Other 787,658 710,660 497,102
Latin America 9,231 5,837 26,550
Total $ 2,786,276 $ 3,270,303 $ 2,292,553
(1) Excludes Other Revenue, Including Interest and Investments, and Interest Expense.
102
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
The Company's total assets are located in the following geographical areas:
December 31,
2022 2021
Total Assets:
United States $ 2,902,153 $ 3,199,435
Europe and Other 718,770 603,222
Total $ 3,620,923 $ 3,802,657
103
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
Note 24 – Evercore Inc. (Parent Company Only) Financial Statements
EVERCORE INC.
(parent company only)
CONDENSED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except share data)
December 31,
2022 2021
ASSETS
Equity Investment in Subsidiary $ 1,703,843 $ 1,550,930
Deferred Tax Assets 233,280 227,826
Goodwill 15,236 15,236
Other Assets 31,099 —
TOTAL ASSETS $ 1,983,458 $ 1,793,992
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Payable to Related Party $ 10,417 $ 10,465
Taxes Payable — 13,075
Other Current Liabilities 3,287 3,629
Total Current Liabilities 13,704 27,169
Amounts Due Pursuant to Tax Receivable Agreements 61,169 70,209
Long-term Debt - Notes Payable 371,774 376,243
TOTAL LIABILITIES 446,647 473,621
Stockholders' Equity
Common Stock
Class A, par value $ 0.01 per share ( 1,000,000,000 shares authorized, 79,686,375 and 74,804,288 issued at December 31, 2022 and 2021, respectively, and 38,347,262 and 37,903,430 outstanding at December 31, 2022 and 2021, respectively)
797 748
Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 50 and 53 issued and outstanding at December 31, 2022 and 2021, respectively)
— —
Additional Paid-In-Capital 2,861,775 2,458,779
Accumulated Other Comprehensive Income (Loss) ( 27,942 ) ( 12,086 )
Retained Earnings 1,768,098 1,418,382
Treasury Stock at Cost ( 41,339,113 and 36,900,858 shares at December 31, 2022 and 2021, respectively)
( 3,065,917 ) ( 2,545,452 )
TOTAL STOCKHOLDERS' EQUITY 1,536,811 1,320,371
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,983,458 $ 1,793,992
See notes to parent company only financial statements.
104
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
EVERCORE INC.
(parent company only)
CONDENSED STATEMENTS OF OPERATIONS
For the Years Ended December 31,
2022 2021 2020
REVENUES
Other Revenue, Including Interest and Investments $ 16,850 $ 17,439 $ 18,197
TOTAL REVENUES 16,850 17,439 18,197
Interest Expense 16,850 17,439 18,197
NET REVENUES — — —
EXPENSES
TOTAL EXPENSES — — —
OPERATING INCOME — — —
Equity in Income of Subsidiary 605,957 954,167 451,129
Provision for Income Taxes 129,437 214,051 100,555
NET INCOME $ 476,520 $ 740,116 $ 350,574
See notes to parent company only financial statements.
105
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
EVERCORE INC.
(parent company only)
CONDENSED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
2022 2021 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 476,520 $ 740,116 $ 350,574
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
Undistributed Income of Subsidiary ( 605,957 ) ( 954,167 ) ( 451,129 )
Deferred Taxes 2,624 29,017 11,395
Accretion on Long-term Debt 585 433 435
(Increase) Decrease in Operating Assets:
Other Assets ( 31,099 ) 25,603 ( 6,899 )
Increase (Decrease) in Operating Liabilities:
Taxes Payable ( 13,075 ) 13,075 —
Net Cash Provided by (Used in) Operating Activities ( 170,402 ) ( 145,923 ) ( 95,624 )
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Subsidiary 297,659 264,685 202,206
Net Cash Provided by Investing Activities 297,659 264,685 202,206
CASH FLOWS FROM FINANCING ACTIVITIES
Payment of Notes Payable ( 67,000 ) ( 38,000 ) —
Issuance of Notes Payable 67,000 38,000 —
Dividends ( 127,257 ) ( 118,762 ) ( 106,582 )
Net Cash Provided by (Used in) Financing Activities ( 127,257 ) ( 118,762 ) ( 106,582 )
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH — — —
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—Beginning of Year — — —
CASH, CASH EQUIVALENTS AND RESTRICTED CASH—End of Year $ — $ — $ —
SUPPLEMENTAL CASH FLOW DISCLOSURE
Accrued Dividends $ 15,236 $ 14,332 $ 13,734
See notes to parent company only financial statements.
106
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
EVERCORE INC.
(parent company only)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note A – Organization
Evercore Inc. (the "Company") was incorporated as a Delaware corporation on July 21, 2005. The Company did not begin meaningful operations until the reorganization discussed below. Pursuant to a reorganization into a holding company structure, the Company became a holding company and its sole asset is a controlling equity interest in Evercore LP. As the sole general partner of Evercore LP, the Company operates and controls all of the business and affairs of Evercore LP and, through Evercore LP and its subsidiaries, continues to conduct the business now conducted by these subsidiaries.
Note B – Significant Accounting Policies
Basis of Presentation. The Statements of Financial Condition, Operations and Cash Flows have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Equity Investment in Subsidiary and Equity in Income of Subsidiary. Equity Investment in Subsidiary includes the Company's receivable from Evercore LP for senior notes owed by Evercore LP to the Company having similar terms as described below in Note D – issuance of Notes Payable. The Equity in Income of Subsidiary represents the Company's share of income from Evercore LP.
Note C – Stockholders' Equity
The Company is authorized to issue 1,000,000 shares of Class A common stock ("Class A Shares"), par value $ 0.01 per share, and 1,000 shares of Class B common stock, par value $ 0.01 per share. All Class A Shares and shares of Class B common stock vote together as a single class. At December 31, 2022, the Company has issued 79,686 Class A Shares. 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. The result of these purchases was an increase in Treasury Stock of $ 520,465 on the Company's Statement of Financial Condition as of December 31, 2022. During the year ended December 31, 2022, the Company declared and paid dividends of $ 2.84 per share, totaling $ 111,568 , which were wholly funded by the Company's sole subsidiary, Evercore LP, and accrued deferred cash dividends on unvested RSUs, totaling $ 15,236 . During the year ended December 31, 2022, the Company also paid deferred cash dividends of $ 15,689 , which were wholly funded by the Company's sole subsidiary, Evercore LP. Dividends are paid and treasury shares are repurchased by a subsidiary of Evercore Inc.
As discussed in Note 18 to the consolidated financial statements, both the Evercore LP partnership units and restricted stock units are exchangeable into Class A Shares on a one -for-one basis once vested.
Note D – Issuance of Notes Payable
On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes (the "2016 Private Placement Notes"), including: $ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 5.23 % Series B senior notes due March 30, 2023 (the "Series B Notes"), $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 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. 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. These notes reflect a weighted average life of 12 years and a weighted average stated interest rate of 4.26 %. These notes include: $ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029, $ 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 %
107
Table of Contents
EVERCORE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts, unless otherwise noted)
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.
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.
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
As of December 31, 2022, as discussed in Note 13 to the consolidated financial statements, future payments required related to the 2016, 2019, 2021 and 2022 Private Placement Notes are $ 485,885 . Pursuant to the 2016, 2019, 2021 and 2022 Private Placement Notes, the Company expects to make payments to the notes' holders of $ 16,158 within one year or less, $ 70,129 in one to three years, $ 74,874 in three to five years and $ 324,724 after five years.
As of December 31, 2022, as discussed in Note 19 to the consolidated financial statements, the Company estimates the contractual obligations related to the Tax Receivable Agreement to be $ 71,586 . 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.
108
Table of Contents
SUPPLEMENTAL FINANCIAL INFORMATION
Not applicable.
109
Table of Contents
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.