5 unchanged sentences
Investment Banking & Equities.
−Removed: Our Investment Banking & Equities segment earns fees from its clients for providing advice on mergers, acquisitions, divestitures, capital raising, leveraged buyouts, restructurings, private funds advisory and private capital markets services, activism and defense and similar corporate finance matters, and from underwriting and private placement activities, as well as commissions, fees and principal revenues from research and its sales and trading activities.
+Added: Our Investment Banking & Equities segment earns fees from its clients for providing advice on mergers, acquisitions, divestitures, capital raising, leveraged buyouts, liability management and restructurings, private funds advisory and private capital markets services, activism and defense and similar corporate finance matters, and from underwriting and private placement activities, as well as commissions, fees and principal revenues from research and sales and trading activities.
The amount and timing of the fees paid vary by the type of engagement or services provided.
5 unchanged sentences
Commissions and Related Revenue includes commissions, which are recorded on a trade-date basis or, in the case of payments under commission sharing arrangements, on the date earned.
−Removed: Commissions and Related Revenue also includes subscription fees for the sales of research, as well as revenues from principal transactions primarily executed on a riskless principal basis.
+Added: Commissions and Related Revenue also includes subscription fees for the sales of research, as well as revenues from trades primarily executed on a riskless principal basis.
Cash received before the subscription period ends is initially recorded as deferred revenue (a contract liability) and recognized as revenue over the remaining subscription period.
−Removed: Revenue trends in our advisory business generally are correlated to the volume of M&A activity, restructuring activity, which tends to be counter-cyclical to M&A, and capital advisory activity.
+Added: Revenue trends in our advisory business generally are correlated to the volume of M&A activity, restructuring activity, which generally tends to be counter-cyclical to M&A, and capital advisory activity.
Demand for these capabilities can vary in any given year or quarter for a number of reasons.
For example, changes in our market share or the ability of our clients to close certain large transactions can cause our revenue results to diverge from the level of overall M&A, restructuring or capital advisory activity.
−Removed: Revenue trends in our equities business are correlated to market volumes, which generally decrease in periods of low market volatility or unfavorable market or economic conditions.
+Added: Revenue trends in our equities business are correlated, in part, to market volumes, which generally decrease in periods of low market volatility or unfavorable market or economic conditions.
See "Liquidity and Capital Resources" below for further information.
Investment Management.
−Removed: Our Investment Management segment includes operations related to the Wealth Management business and interests in private equity funds which we do not manage, and historically included the Institutional Asset Management business.
−Removed: Revenue sources primarily include management fees, fiduciary fees, performance fees and gains (or losses) on our investments.
−Removed: We completed the sale of the ECB Trust Business on July 2, 2020 and the remaining ECB business on December 16, 2020.
−Removed: Following these transactions, there were no remaining consolidated businesses in the Institutional Asset Management business.
+Added: Our Investment Management segment includes operations related to the Wealth Management business and interests in private equity funds which we do not manage.
+Added: Revenue sources primarily include management fees, fiduciary fees and gains (or losses) on our investments.
Management fees for third party clients generally represent a percentage of AUM.
8 unchanged sentences
Other Revenue includes the following:
−Removed: • Interest income and income (losses) on investment securities, including our investment funds and futures contracts which are used as an economic hedge against our deferred cash compensation program, certificates of deposit, cash and cash equivalents, long-term accounts receivable and on our debt security investment in G5 Holdings S.A.
+Added: • Interest income, including accretion, and income (losses) on investment securities, including our investment funds (which are used as an economic hedge against our deferred cash compensation program), certificates of deposit, cash and cash equivalents, long-term accounts receivable and on our debt security investment in G5 Holdings S.A.
("G5") (through June 25, 2021, the date G5 repaid its outstanding debentures in full.
2 unchanged sentences
See Note 10 to our consolidated financial statements for further information
−Removed: • Gains (losses) resulting from foreign currency exchange rate fluctuations
+Added: • Gains (losses) resulting from foreign currency exchange rate fluctuations and foreign currency exchange forward contracts used as an economic hedge
• Realized and unrealized gains and losses on interests in private equity funds which we do not manage
−Removed: • A net loss on the sales of our 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 our businesses in Mexico in 2020
• Adjustments to amounts due pursuant to our tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates
Interest Expense includes interest expense associated with our Notes Payable and lines of credit.
−Removed: Prior to the sale of our ECB business in Mexico in 2020, Other Revenue and Interest Expense was also derived from investing customer funds in financing transactions.
−Removed: These transactions were principally repurchases and resales of Mexican government and government agency securities.
−Removed: Revenue and expenses associated with these transactions were recognized over the term of the repurchase or resale transaction.
Operating Expenses
2 unchanged sentences
We maintain compensation programs, including base salary, cash, deferred cash and equity bonus awards and benefits programs and manage compensation to estimates of competitive levels based on market conditions and performance.
−Removed: Our level of compensation, including deferred compensation, reflects our plan to maintain competitive compensation levels to retain key personnel, and it reflects the impact of newly-hired senior professionals, including related grants of equity and other awards, which are generally valued at their grant date and recorded in employee compensation and benefits expense over the requisite service period, subject to acceleration in certain cases.
+Added: Our level of compensation, including deferred compensation, reflects our plan to maintain competitive compensation levels to retain key personnel, and it reflects the impact of newly-hired senior professionals upon their start date, including related grants of equity and other awards, which are generally valued at their grant date and recorded in employee compensation and benefits expense over the requisite service period.
Increasing the number of high-caliber, experienced senior level employees is critical to our growth efforts.
"Business" for further information.
−Removed: In our advisory businesses, these hires generally do not begin to generate significant revenue in the year they are hired.
+Added: In our advisory businesses, these hires, which begin their service throughout any given year, generally do not begin to generate significant revenue in the year they are hired.
Our annual compensation program includes share-based compensation awards and deferred cash awards as a component of the annual bonus awards for certain employees.
−Removed: These awards, the amount of which is a function of performance and market conditions, are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which occurs in the first quarter of each year;
+Added: These awards, the amount granted of which is a function of performance and market conditions, are generally subject to annual vesting requirements over a four-year period beginning at the date of grant, which occurs in the first quarter of each year;
accordingly, the expense is generally amortized over the stated vesting period, subject to retirement eligibility.
With respect to annual awards, our retirement eligibility criteria generally stipulates that an employee is eligible for retirement if the employee has at least five years of continuous service, is at least 55 years of age and has a combined age and years of service of at least 65 years, or if an employee has at least 10 years of continuous service and is at least 60 years of age.
−Removed: Retirement eligibility allows for continued vesting of awards after employees depart from the Company, provided they give the minimum advance notice, which is generally six months to one year.
+Added: Retirement eligibility allows for continued vesting of awards after employees depart from the Company, provided they give the minimum advance notice, which is generally six months to one year and comply with certain post-termination obligations.
We estimate forfeitures in the aggregate compensation cost to be amortized over the requisite service period of the awards.
1 unchanged sentence
A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.
−Removed: In April 2021 and January 2022, our Board of Directors approved the issuance of Class L Interests in Evercore LP ("Class L Interests") to certain of our named executive officers, 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.
−Removed: Distributions pursuant to these interests were made in lieu of any cash incentive compensation payments which may otherwise have been made to our named executive officers in respect of their service for 2021 and 2022, respectively.
−Removed: Following the distribution, these Class L Interests were cancelled pursuant to their terms.
−Removed: We record expense related to these distributions in Employee Compensation and Benefits on the Consolidated Statements of Operations and reflect accrued liabilities in Accrued Compensation and Benefits on the Consolidated Statements of Financial Condition.
+Added: In April 2021, January 2022 and January 2023, our Board of Directors approved the issuance of Class L Interests in Evercore LP ("Class L Interests") to certain of our named executive officers, pursuant to which the named executive officers receive a discretionary distribution of profits from Evercore LP, paid in the first quarters of 2022, 2023 and 2024, respectively.
+Added: Distributions pursuant to these interests are made in lieu of any cash incentive compensation payments which may otherwise have been made to our named executive officers in respect of their service for 2021, 2022 and 2023, respectively.
+Added: Following the distributions, the Class L Interests are cancelled pursuant to their terms.
+Added: We record expense equal to the amount of these
+Added: distributions in Employee Compensation and Benefits on the Consolidated Statements of Operations and reflect accrued liabilities in Accrued Compensation and Benefits on the Consolidated Statements of Financial Condition.
In January 2024, our Board of Directors approved the issuance of Class L Interests to certain of our named executive officers, 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 2025.
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 our named executive officers in respect of their service for 2024.
−Removed: Our Long-term Incentive Plan provides for incentive compensation awards to Advisory Senior Managing Directors, excluding executive officers, 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").
−Removed: We made cash distributions under the 2017 Long-term Incentive Plan in March 2022 and 2021, as well as in December 2021, related to the acceleration of certain amounts due in the first quarter of 2022.
−Removed: Remaining amounts are due to be paid, in cash or Class A Shares, at our 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.
−Removed: Awards issued under the 2017 Long-term Incentive Plan are subject to retirement eligibility requirements after the performance criteria has been achieved.
+Added: Our Long-term Incentive Plans provide for incentive compensation awards to Advisory Senior Managing Directors, excluding executive officers, who exceed defined benchmark results over four-year performance periods beginning January 1, 2017 (the "2017 Long-term Incentive Plan", which ended on December 31, 2020) and January 1, 2021 (the "2021 Long-term Incentive Plan").
+Added: The vesting period for the 2017 Long-term Incentive Plan ended on March 15, 2023 and in conjunction with this plan we made cash distributions in 2023, 2022 and 2021.
+Added: Amounts accrued pursuant to the 2021 Long-term Incentive Plan may be paid, in cash or Class A Shares, at our discretion, in the first quarter of 2025, 2026 and 2027, subject to employment at the time of payment.
We periodically assess the probability of the benchmarks being achieved and expense the probable payout over the requisite service period of the award.
−Removed: The performance period for the 2017 Long-term Incentive Plan ended on December 31, 2020.
From time to time, we also grant incentive awards to certain individuals which include both performance and service-based vesting requirements and, in certain awards, market based requirements.
−Removed: These include Class I-P Units of Evercore LP and Class K-P Units of Evercore LP ("Class K-P Units").
+Added: These include Class I-P Units of Evercore LP ("Class I-P Units") and Class K-P Units of Evercore LP ("Class K-P Units").
+Added: In March 2022, the Class I-P Units converted to Class I LP Units.
See Note 18 to our consolidated financial statements for further information.
5 unchanged sentences
Other Expenses include the following:
−Removed: • Amortization of LP Units and Certain Other Awards – Includes amortization costs associated with the vesting of Class J limited partnership units of Evercore LP issued in conjunction with the acquisition of International Strategy & Investment ("ISI") and certain other related awards.
−Removed: These awards were fully vested as of March 31, 2020
−Removed: • Special Charges, Including Business Realignment Costs – Includes the following expenses:
−Removed: ◦ 2022 – Includes expenses related to charges associated with the prepayment of our 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 our administrative functions in Mexico
−Removed: ◦ 2021 – Includes expenses related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with our investment strategy, we decided to wind down during 2021
−Removed: ◦ 2020 – Includes expenses related to separation and transition benefits and related costs as a result of our review of operations and the acceleration of depreciation expense for leasehold improvements and certain other fixed assets in conjunction with the expansion of our headquarters in New York and our business
−Removed: realignment initiatives, as well as charges related to the impairment of assets resulting from the wind-down of our businesses in Mexico
−Removed: • 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 our ECB businesses
−Removed: • Intangible Asset and Other Amortization – Includes amortization of intangible assets and other purchase accounting-related amortization associated with certain acquisitions
+Added: • Special Charges, Including Business Realignment Costs – Includes the following:
+Added: ◦ 2023 – Expenses related to the write-off of non-recoverable assets in connection with the wind-down of our operations in Mexico
+Added: ◦ 2022 – Expenses related to charges associated with the prepayment of our 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 wind-down of our operations in Mexico
+Added: ◦ 2021 – Expenses related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with our investment strategy, we decided to wind-down during 2021
+Added: • 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
Income from Equity Method Investments
3 unchanged sentences
We account 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 our assets and liabilities.
−Removed: Excess tax benefits and deficiencies associated with the appreciation or depreciation in our share price upon vesting of employee share-based awards above or below the original grant price are recognized in our Provision for Income Taxes.
+Added: Excess tax benefits and deficiencies associated with the appreciation or depreciation in our share price upon vesting of
+Added: employee share-based awards above or below the original grant price are recognized in our Provision for Income Taxes.
In addition, net deferred tax assets are impacted by changes to statutory tax rates in the period of enactment.
43 unchanged sentences
Net Revenues were $2.43 billion in 2023, a decrease of $336.1 million, or 12%, versus Net Revenues of $2.76 billion in 2022.
−Removed: Advisory Fees decreased $359.0 million, or 13%, Underwriting Fees decreased $124.1 million, or 50%, and Commissions and Related Revenue increased $0.4 million compared to 2021.
−Removed: Asset Management and Administration Fees decreased $1.3 million, or 2%, compared to 2021.
−Removed: See "Business Segments" below for further information.
−Removed: Ot her Revenue, Including Interest and Investments, decreased $44.2 million compared to 2021, primarily reflecting a shift from gains of $29.0 million in 2021 to losses of $29.8 million in 2022 on our investment funds portfolio due to the overall market decline.
+Added: Advisory Fees decreased $429.1 million, or 18%, Underwriting Fees decreased $11.6 million, or 9%, and Commissions and Related Revenue decreased $3.4 million, or 2%, compared to 2022.
+Added: Asset Management and Administration Fees increased $2.6 million, or 4%, compared to 2022.
+Added: See "Business Segments" and "Liquidity and Capital Resources" below for further information.
+Added: Ot her Revenue, Including Interest and Investments, increased $105.3 million compared to 2022, primarily reflecting a shift from losses of $29.8 million in 2022 to gains of $34.3 million in 2023 on our investment funds portfolio due to overall market appreciation, as well as higher returns on our fixed income investment portfolios, which primarily consist of U.S.
+Added: treasury bills.
The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.
−Removed: The decrease was also driven by a $4.4 million gain on the redemption of the G5 debt security in 2021.
−Removed: This was partially offset
−Removed: by higher gains in our fixed income investment portfolios and higher interest income, as well as a $1.3 million gain on the sale of a portion of our interests in ABS during 2022.
−Removed: See Note 10 to our consolidated financial statements for further information.
−Removed: Total Operating Expenses were $2.06 billion in 2022, compared to $2.18 billion in 2021, a decrease of $115.6 million, or 5%.
+Added: Total Operating Expenses were $2.06 billion in 2023, flat compared to 2022.
Employee Compensation and Benefits Expense, as a component of Operating Expenses, was $1.66 billion in 2023, a decrease of $40.6 million, or 2%, versus expense of $1.70 billion in 2022.
−Removed: The decrease in the amount of compensation recognized in 2022 principally reflects a lower provision for incentive compensation, partially offset by higher base salaries and higher amortization of prior period deferred compensation awards.
+Added: The decrease in the amount of compensation recognized in 2023 principally reflects a lower accrual for incentive compensation, partially offset by higher amortization of prior period deferred compensation awards and higher base salaries.
Non-compensation expenses, as a component of Operating Expenses, were $407.0 million in 2023, an increase of $41.6 million, or 11%, versus $365.4 million in 2022.
−Removed: The increase was primarily driven by an increase in travel and related expenses, as travel, which curtailed during the COVID-19 pandemic, began to resume during the fourth quarter of 2021 and increased throughout 2022, as well as an increase in professional fees and bad debt expense.
−Removed: This was partially offset by a decline in the fair value of contingent consideration owed to former equity interest holders in our RECA business, as well as charitable contributions made to the Evercore Foundation in 2021.
+Added: The increase was primarily driven by increases in travel and related expenses, which reflect continued increased activity in the post COVID-19 period, as well as communications and information services, principally reflecting higher license fees and research services in 2023.
+Added: The increase was also attributed to the reversal of expense in 2022 associated with the decline in the fair value of contingent consideration owed to former equity interest holders in our RECA business.
Non-Compensation expenses per employee were approximately $186.3 thousand for 2023, versus $176.2 thousand for 2022.
−Removed: Total Other Expenses of $3.1 million in 2022 included Special Charges, Including Business Realignment Costs, related to charges associated with the prepayment of our Series B Notes, as well as certain professional fees, separation benefits and other charges related to the ongoing wind-down of our administrative functions in Mexico.
−Removed: Total Other Expenses of $8.6 million in 2021 included Special Charges, Including Business Realignment Costs, of $8.6 million related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with our investment strategy, we decided to wind down during 2021 and Acquisition and Transition Costs of $0.01 million.
+Added: Other Expenses of $2.9 million in 2023 reflected Special Charges, Including Business Realignment Costs, related to the write-off of non-recoverable assets in connection with the wind-down of our operations in Mexico.
+Added: Other Expenses of $3.1 million in 2022 reflected Special Charges, Including Business Realignment Costs, related to charges associated with the prepayment of our Series B Notes, as well as certain professional fees, separation benefits and other charges related to the wind-down of our operations in Mexico.
As a result of the factors noted above, Employee Compensation and Benefits Expense as a percentage of Net Revenues was 68.3% in 2023, compared to 61.5% in 2022.
−Removed: Income from Equity Method Investments was $8.0 million in 2022, compared to $14.2 million in 2021.
−Removed: The decrease was primarily driven by lower income earned by ABS, principally reflecting a decrease in our ownership following the sale of a portion of our interests in 2022.
+Added: Income from Equity Method Investments was $6.7 million in 2023, compared to $8.0 million in 2022, reflecting lower contributions from all of our equity method investments in 2023.
See Note 10 to our consolidated financial statements for further information.
1 unchanged sentence
The provision for income taxes in 2022 was $172.6 million, which reflected an effective tax rate of 24.5%.
−Removed: The increase in the effective tax rate reflects higher state and local taxes and a lower amount of earnings allocated to noncontrolling interest holders.
−Removed: The increase was partially offset by a higher net tax benefit in 2022 associated with the appreciation or depreciation in our share price upon vesting of employee share-based awards above or below the original grant price.
+Added: The provision for income taxes in 2023 and 2022 reflects the net impact associated with the appreciation in our share price upon vesting of employee share-based awards above the original grant price of $13.7 million and $19.6 million, respectively, which resulted in a reduction in the effective tax rate of 3.7 and 2.8 percentage points in 2023 and 2022, respectively.
+Added: The provision for income taxes is also impacted by the apportionment of state and local taxes.
Net Income Attributable to Noncontrolling Interest was $29.7 million in 2023, compared to $54.9 million in 2022.
−Removed: The decrease in Net Income Attributable to Noncontrolling Interest primarily reflects lower income at Evercore LP in 2022, as well as the decrease in noncontrolling ownership interest in 2022.
+Added: The decrease in Net Income Attributable to Noncontrolling Interest reflects lower income at Evercore LP in 2023.
See Note 16 to our consolidated financial statements for further information.
2 unchanged sentences
Impairment of Assets
−Removed: At both November 30, 2022 and 2021, in accordance with ASC 350, "Intangibles - Goodwill and Other" ("ASC 350"), we performed our annual Goodwill impairment assessment and concluded that the fair value of our reporting units substantially exceeded their carrying values.
+Added: At both November 30, 2023 and 2022, in accordance with ASC 350, "Intangibles - Goodwill and Other" ("ASC 350"), we performed our annual Goodwill impairment assessment with respect to each of our reporting units and concluded that the fair value of our reporting units substantially exceeded their carrying values.
For a discussion of 2021, refer to Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of Operations – Impairment of Assets" in our Form 10-K for the year ended December 31, 2022.
−Removed: We recorded no impairment charges for the year ended December 31, 2022.
−Removed: We recorded $8.6 million in Special Charges, Including Business Realignment Costs, on the Consolidated Statement of Operations for the year ended December 31, 2021 , related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with our investment strategy, we decided to wind-down during 2021.
−Removed: See Note 10 to our consolidated financial statements for further information .
+Added: We recorded no impairment charges for the years ended December 31, 2023 and 2022.
For a discussion of 2021, refer to Item 7.
11 unchanged sentences
Commissions and Related Revenue 202,789 206,207 205,822 (2 %) — %
−Removed: 206,207 205,822 206,692 — % — %
Other Revenue, net (1)(2)
8 unchanged sentences
Pre-Tax Income $ 342,885 $ 684,303 $ 1,099,348 (50 %) (38 %)
−Removed: (1) We renamed "Commissions and Related Fees" to "Commissions and Related Revenue" and reclassified $0.9 million of principal trading gains and losses from our institutional equities business from "Other Revenue, net" to "Commissions and Related Revenue" for the year ended December 31, 2020.
−Removed: See Note 2 to our consolidated financial statements for further information.
(1) Includes interest expense on Notes Payable and lines of credit of $16.7 million, $16.9 million and $17.6 million for the years ended December 31, 2023, 2022 and 2021, respectively.
(2) Includes a gain of $4.4 million for the year ended December 31, 2021, resulting from the redemption of our G5 debt security.
−Removed: (4) Includes a loss of $21.1 million for the year ended December 31, 2020, resulting from the sale and wind-down of our businesses in Mexico, related to the release of cumulative foreign exchange losses.
−Removed: (5) Equity in Luminis and Seneca Evercore is classified as Income from Equity Method Investments.
+Added: (3) Equity in Luminis and Seneca Evercore is classified within Income from Equity Method Investments.
For 2023, the dollar value of North American announced and completed M&A activity decreased 6% and 16%, respectively, compared to 2022, and the dollar value of Global announced and completed M&A activity decreased 16% and 28%, respectively, compared to 2022.
+Added: For 2023, the dollar value of North American and Global completed M&A activity over $100 million decreased 16% and 29%, respectively, compared to 2022.
For the Years Ended December 31, Change
3 unchanged sentences
Value of North American M&A Deals Completed $ 1,368 $ 1,630 $ 2,386 (16 %) (32 %)
+Added: Value of North American M&A Deals Completed Over $100 million $ 1,294 $ 1,543 $ 2,282 (16 %) (32 %)
Value of Global M&A Deals Announced $ 2,880 $ 3,436 $ 5,588 (16 %) (39 %)
Value of Global M&A Deals Completed $ 2,589 $ 3,592 $ 4,698 (28 %) (24 %)
+Added: Value of Global M&A Deals Completed Over $100 million $ 2,359 $ 3,309 $ 4,327 (29 %) (24 %)
Evercore Statistics
−Removed: Total Number of Fees From Advisory Client Transactions (2)
+Added: Total Number of Fees From Advisory and Underwriting Client Transactions (2)
666 651 797 2 % (18 %)
−Removed: Total Number of Fees of at Least $1 million from Advisory Client Transactions (2)
+Added: Total Number of Fees of at Least $1 million from Advisory and Underwriting Client Transactions (2)
378 409 502 (8 %) (19 %)
4 unchanged sentences
Refinitiv January 19, 2024
−Removed: (2) Includes Advisory and Underwriting Transactions.
(2) Includes Equity and Debt Underwriting Transactions.
2 unchanged sentences
Net Revenues were $2.36 billion in 2023, compared to $2.70 billion in 2022 , a decrease of $340.2 million, or 13%.
−Removed: The decrease in revenues from 2021 was primarily driven by a decrease of $359.0 million, or 13%, in Advisory Fees, reflecting a decrease in the number of fees earned.
−Removed: Underwriting Fees decreased $124.1 million, or 50%, compared to 2021, principally reflecting a decrease in the number of transactions we participated in due to the decline in overall market issuances.
−Removed: Commissions and Related Revenue increased $0.4 million compared to 2021 , primarily reflecting increased revenues from research subscriptions, partially offset by lower trading volumes.
−Removed: Other Revenue, net, decreased $45.0 million compared to 2021 , primarily reflecting a shift from gains of $29.0 million in 2021 to losses of $29.8 million in 2022 on our investment funds portfolio due to the overall market decline.
−Removed: The decrease was also driven by a $4.4 million gain on the redemption of the G5 debt security in 2021.
−Removed: This was partially offset by higher gains in our fixed income investment portfolios and higher interest income.
−Removed: Operating Expenses were $2.01 billion in 2022 , compared to $2.13 billion in 2021 , a decrease of $116.0 million, or 5%.
+Added: The decrease in revenues from 2022 was primarily driven by a decrease of $429.1 million, or 18%, in Advisory Fees, reflecting a decline in revenue earned from large transactions during 2023.
+Added: Underwriting Fees decreased $11.6 million, or 9%, compared to 2022, reflecting a decrease in the number of transactions we participated in during 2023.
+Added: Commissions and Related Revenue decreased $3.4 million, or 2%, compared to 2022 , primarily reflecting lower trading revenues .
+Added: Other Revenue, net, increased $103.9 million compared to 2022 , primarily reflecting a shift from losses of $29.8 million in 2022 to gains of $34.3 million in 2023 on our investment funds portfolio due to overall market appreciation, as well as higher returns on our fixed income investment portfolios, which primarily consist of U.S.
+Added: treasury bills.
+Added: The investment funds portfolio is used as an economic hedge against our deferred cash compensation program.
+Added: Operating Expenses were $2.01 billion in 2023 , flat compared to 2022 .
Employee Compensation and Benefits Expense, as a component of Operating Expenses, was $1.62 billion in 2023 , compared to $1.66 billion in 2022 , a decrease of $40.6 million , or 2% .
−Removed: The decrease in the amount of compensation recognized in 2022 principally reflects a lower provision for incentive compensation, partially offset by higher base salaries and higher amortization of prior period deferred compensation awards.
+Added: The decrease in the amount of compensation recognized in 2023 principally reflects a lower accrual for incentive compensation, partially offset by higher amortization of prior period deferred compensation awards and higher base salaries.
Non-compensation expenses, as a component of Operating Expenses, were $393.3 million in 2023, compared to $351.8 million in 2022, an increase of $41.5 million , or 12% .
−Removed: Non-compensation operating expenses increased from the prior year, primarily driven by an increase in travel and related expenses, as travel, which curtailed during the COVID-19 pandemic, began to resume during the fourth quarter of 2021 and increased throughout 2022, as well as an increase in professional fees and bad debt expense.
−Removed: This was partially offset by a decline in the fair value of contingent consideration owed to former equity interest holders in our RECA business, as well as charitable contributions made to the Evercore Foundation in 2021.
−Removed: Other Expenses of $3.1 million in 2022 included Special Charges, Including Business Realignment Costs, related to charges associated with the prepayment of our Series B Notes , as well as certain professional fees, separation benefits and other charges related to the ongoing wind-down of our administrative functions in Mexico.
−Removed: Ot her Expenses of $0.01 million in 2021 reflected Acquis ition and Transition Costs.
+Added: Non-compensation operating expenses increased from the prior year, primarily driven by increases in travel and related expenses, as well as communications and information services, principally reflecting higher license fees and research services in 2023.
+Added: The increase was also attributed to the reversal of expense in 2022 associated with the decline in the fair value of contingent consideration owed to former equity interest holders in our RECA business.
+Added: Other Expenses of $2.9 million in 2023 reflected Special Charges, Including Business Realignment Costs, related to the write-off of non-recoverable assets in connection with the wind-down of our operations in Mexico .
+Added: Other Expenses of $3.1 million in 2022 reflected Special Charges, Including Business Realignment Costs, related to charges associated with the prepayment of our Series B Notes, as well as certain professional fees, separation benefits and other charges related to the wind-down of our operations in Mexico.
For a discussion of 2022 versus 2021, refer to Item 7.
7 unchanged sentences
Wealth Management $ 67,041 $ 64,483 $ 65,784 4 % (2 %)
−Removed: Institutional Asset Management (1)
−Removed: — — 1,328 NM NM
−Removed: Asset Management and Administration Fees 64,483 65,784 54,397 (2 %) 21 %
Other Revenue, net (1)
4 unchanged sentences
Total Expenses 53,136 52,967 61,183 — % (13 %)
−Removed: Operating Income (Loss) 12,956 4,427 (4,299) 193 % NM
+Added: Operating Income 16,870 12,956 4,427 30 % 193 %
Income from Equity Method Investments (2)
1 unchanged sentence
Pre-Tax Income $ 22,905 $ 19,738 $ 17,251 16 % 14 %
−Removed: (1) On July 2, 2020, we sold the trust business of ECB and on December 16, 2020, we sold the remaining ECB business.
(1) Includes a gain of $1.3 million for the year ended December 31, 2022, resulting from the sale of a portion of our interests in ABS.
−Removed: (3) Includes a loss of $9.7 million for the year ended December 31, 2020, resulting from the sale and wind-down of our businesses in Mexico, including $3.4 million related to the sale of our ECB businesses and $6.3 million related to the release of cumulative foreign exchange losses.
(2) Equity in ABS and Atalanta Sosnoff is classified as Income from Equity Method Investments.
22 unchanged sentences
See Note 10 to our consolidated financial statements for further information.
−Removed: Our historical Investment Management results include the ECB businesses, revenues for which were previously included in Institutional Asset Management above.
−Removed: On July 2, 2020, we sold the trust business of ECB and on December 16, 2020, we sold the remaining ECB business.
Assets Under Management
−Removed: AUM in our Wealth Management business of $10.5 billion at December 31, 2022 decreased $1.7 billion, or 14% , compared to $12.2 billion at December 31, 2021.
+Added: AUM in our Wealth Management business of $12.3 billion at December 31, 2023 increased $1.7 billion, or 16% , compared to $10.5 billion at December 31, 2022.
The amounts of AUM presented in the table below reflect the fair value of assets which we manage on behalf of Wealth Management clients.
As defined in ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), valuations performed for Level 1 investments are based on quoted prices obtained from active markets generated by third parties and Level 2 investments are valued through the use of models based on either direct or indirect observable inputs or other valuation methodologies performed by third parties to determine fair value.
−Removed: For both the Level 1 and Level 2 investments, we obtain both active quotes from nationally recognized exchanges and third-party pricing services to determine market or fair value quotes, respectively.
+Added: Level 1 and Level 2 investments, we obtain both active quotes from nationally recognized exchanges and third-party pricing services to determine market or fair value quotes, respectively.
For Level 3 investments, pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment.
11 unchanged sentences
Outflows (1,289)
−Removed: Market Appreciation 1,523
+Added: Market Appreciation (Depreciation) (1,733)
Balance at December 31, 2022
−Removed: Inflows 1,375
Outflows (1,000)
−Removed: Market Appreciation (Depreciation) (1,733)
+Added: Market Appreciation 1,770
Balance at December 31, 2023
1 unchanged sentence
Atalanta Sosnoff $ 7,461
−Removed: (1) Assets Under Management includes Evercore assets which are managed by Evercore Wealth Management of $0.3 million and $76.3 million as of December 31, 2022 and 2021, respectively.
The following table represents the composition of AUM for Wealth Management as of December 31, 2023:
9 unchanged sentences
Investment performance in the Wealth Management business is measured against appropriate indices based on the composition of AUM, most frequently the S&P 500 and a composite fixed income index principally reflecting BarCap and MSCI indices.
+Added: In 2023, AUM for Wealth Management increased 16% , primarily reflecting an increase due to market appreciation.
+Added: Performance for 2023 reflected:
+Added: • Wealth Management outperformed the S&P 500 on a 1-year basis by approximately 2% and lagged the S&P 500 on a 3-year basis by approximately 1%
+Added: • Wealth Management lagged the fixed income composite on a 1-year basis by approximately 10 basis points and outperformed the fixed income composite on a 3-year basis by approximately 10 basis points
+Added: • The S&P 500 and fixed income composite were up approximately 26% and 4%, respectively, compared to the prior year
In 2022, AUM for Wealth Management decreased 14% , primarily reflecting a decrease due to market depreciation.
2 unchanged sentences
• Wealth Management outperformed the fixed income composite on a 1-year basis by approximately 10 basis points and lagged the fixed income composite on a 3-year basis by approximately 20 basis points
−Removed: • The S&P 500 and fixed income composite were each down approximately 18% and 5%, respectively
−Removed: In 2021, AUM for Wealth Management increased 20%, reflecting a 15% increase due to market appreciation and a 5% increase due to flows.
−Removed: Performance for 2021 reflected:
−Removed: • Wealth Management outperformed the S&P 500 on a 1 and 3-year basis by approximately 2% and 5%, respectively
−Removed: • Wealth Management outperformed the fixed income composite on a 1-year basis by approximately 20 basis points and lagged the fixed income composite on a 3-year basis by approximately 30 basis points
−Removed: • The S&P 500 was up approximately 29% and the fixed income composite was down approximately 1%
−Removed: AUM from our unconsolidated affiliates decreased 17% compared to December 31, 2021, reflecting declines in both Atalanta Sosnoff and ABS.
+Added: • The S&P 500 and fixed income composite were down approximately 18% and 5%, respectively, compared to the prior year
+Added: AUM from our unconsolidated affiliates increased 8% compared to December 31, 2022, reflecting increases in both Atalanta Sosnoff and ABS.
2023 versus 2022
−Removed: Net Revenues were $65.9 million in 2022, compared to $65.6 million in 2021, an increase of $0.3 million.
−Removed: Asset Management and Administration Fees earned from the management of Wealth Management client portfolios decreased $1.3 million, or 2%, from 2021 as associated AUM decreased 14%, primarily from market depreciation.
−Removed: Other Revenue, net, increased $1.6 million from 2021, primarily driven by higher gains on our private equity investments.
−Removed: Operating Expenses were $53.0 million in 2022, compared to $52.6 million in 2021, an increase of $0.3 million, or 1%.
−Removed: Employee Compensation and Benefits Expense, as a component of Operating Expenses, was $39.5 million in 2022, compared to $39.3 million in 2021, an increase of $0.2 million, or 1%.
+Added: Net Revenues were $70.0 million in 2023, compared to $65.9 million in 2022, an increase of $4.1 million, or 6%.
+Added: Asset Management and Administration Fees earned from the management of Wealth Management client portfolios increased $2.6 million, or 4%, from 2022, as associated AUM increased 16%, primarily from market appreciation.
+Added: Operating Expenses were $53.1 million in 2023, compared to $53.0 million in 2022, an increase of $0.2 million.
+Added: Employee Compensation and Benefits Expense, as a component of Operating Expenses, was $39.4 million in 2023, compared to $39.5 million in 2022, a decrease of $0.1 million, reflecting the implementation of a compensation deferral program in the segment.
Non-Compensation expenses, as a component of Operating Expenses, were $13.7 million in 2023, compared to $13.5 million in 2022, an increase of $0.2 million, or 1%.
−Removed: Other Expenses of $8.6 million in 2021 included 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 our investment strategy, we decided to wind down during 2021.
−Removed: Income from Equity Method Investments decreased 47% from 2021, primarily driven by lower income earned by ABS, principally reflecting a decrease in our ownership following the sale of a portion of our interests during 2022.
+Added: Income from Equity Method Investments decreased 11% from 2022, driven by lower income earned by Atalanta Sosnoff and ABS in 2023.
See Note 10 to our consolidated financial statements for further information.
1 unchanged sentence
"Management's Discussion and Analysis of Financial Condition and Results of Operations – Results of Operations" in our Form 10-K for the year ended December 31, 2022.
−Removed: Our operating cash flows are primarily influenced by the timing and receipt of fees and the payment of operating expenses, including incentive compensation to our employees and interest expense on our repurchase agreements (prior to the sale of our ECB business), Notes Payable and lines of credit, and the payment of income taxes.
−Removed: Advisory and Underwriting fees are generally collected within 90 days of billing.
−Removed: However, placement fees may be collected within 180 days of billing, with fees related to private funds capital raising and certain fees related to the private capital businesses being collected in a period exceeding one year.
−Removed: Commissions earned from our agency trading activities are generally received from our clearing broker
−Removed: within 11 days.
−Removed: Fees from our Wealth Management business (and previously our Institutional Asset Management business, prior to the sale of our ECB business) are generally billed and collected within 90 days.
+Added: Our operating cash flows are primarily influenced by the timing and receipt of fees and the payment of operating expenses, including incentive compensation to our employees and interest expense on our Notes Payable and lines of credit, and the payment of income taxes.
+Added: Advisory and Underwriting fees are generally collected within 90 days of invoice.
+Added: Placement fees are generally collected within 180 days of invoice and a portion of certain fees related to private funds capital raising and the private capital businesses may be collected in a period exceeding one year.
+Added: Commissions earned from our agency trading activities are generally received from our clearing broker within 11 days.
+Added: Fees from our Wealth Management business are generally invoiced and collected within 90 days.
We traditionally pay a substantial portion of incentive compensation during the first three months of each calendar year with respect to the prior year's results and prior years' deferred compensation.
Likewise, payments to fund investments related to hedging our deferred cash compensation plans are generally funded in the first three months of each calendar year.
−Removed: Our investing and financing cash flows are primarily influenced by activities to invest our cash in highly liquid securities or bank certificates of deposit, deploy capital to fund investments and acquisitions, raise capital through the issuance of stock or debt, repurchase of outstanding Class A Shares (including for net settlement of RSUs), and/or noncontrolling interest in Evercore LP, as well as our other subsidiaries, payment of dividends and other periodic distributions to our stakeholders.
+Added: Our investing and financing cash flows are primarily influenced by activities to invest our cash in highly liquid securities or bank certificates of deposit, deploy capital to fund investments and acquisitions, raise capital through the issuance of stock or debt, repurchase of outstanding Class A Shares (including for the net settlement of RSUs), and/or noncontrolling interest in Evercore LP, as well as our other subsidiaries, payment of dividends and other periodic distributions to our stakeholders.
We generally make dividend payments and other distributions on a quarterly basis.
17 unchanged sentences
End of Period $ 605,484 $ 672,123 $ 587,293
+Added: Cash, Cash Equivalents and Restricted Cash were $605.5 million at December 31, 2023, a decrease of $66.6 million versus Cash, Cash Equivalents and Restricted Cash of $672.1 million at December 31, 2022.
+Added: Operating activities resulted in a net inflow of $458.0 million, primarily related to earnings, partially offset by the payment of 2022 bonus awards and deferred cash compensation, which contributed to a decrease to Accrued Compensation and Benefits on our Consolidated Statements of Financial Condition as of December 31, 2023.
+Added: Cash of $15.6 million was provided by investing activities, primarily related to net proceeds from maturities of certificates of deposit, partially offset by net purchases of investment securities and equipment and leasehold improvements.
+Added: Financing activities during the period used cash of $557.2 million, primarily for purchases of treasury stock (including for the net settlement of RSUs) and noncontrolling interests, the payment of dividends and distributions made to noncontrolling interest holders.
+Added: Cash is also impacted due to the effect of foreign exchange rate fluctuation when translating non-U.S.
+Added: currencies to U.S.
Cash, Cash Equivalents and Restricted Cash were $672.1 million at December 31, 2022, an increase of $84.8 million versus Cash, Cash Equivalents and Restricted Cash of $587.3 million at December 31, 2021.
1 unchanged sentence
Cash of $313.3 million was provided by investing activities, primarily related to net proceeds from sales and maturities of investment securities and proceeds received for the sale of a portion of our interests in ABS, partially offset by purchases of equipment and leasehold improvements.
−Removed: Financing activities during the period used cash of $735.6 million, primarily for purchases of treasury stock (including for net settlement of RSUs) and noncontrolling interests, the repayment of our Notes Payable and dividends and distributions to noncontrolling interest holders, partially offset by the issuance of the 2022 Private Placement Notes.
−Removed: Cash is also impacted due to the effect of foreign exchange rate fluctuation when translating non-U.S.
−Removed: currencies to U.S.
−Removed: Cash, Cash Equivalents and Restricted Cash were $587.3 million at December 31, 2021, a decrease of $250.9 million versus Cash, Cash Equivalents and Restricted Cash of $838.2 million at December 31, 2020.
−Removed: Operating activities resulted in a net inflow of $1.4 billion, primarily related to earnings.
−Removed: Investing activities during the period used cash of $705.9 million, primarily related to net purchases of investment securities and certificates of deposit and purchases of equipment and leasehold improvements, principally related to the expansion of our headquarters in New York, partially offset by proceeds from the redemption of the G5 debt security and proceeds received for the sale of our interests in Trilantic VI.
−Removed: Financing activities during the period used cash of $925.3 million, primarily for purchases of treasury stock (including for net settlement of RSUs) and noncontrolling interests, the payment of our Notes Payable and dividends and distributions to noncontrolling interest holders, partially offset by the issuance of the 2021 Private Placement Notes.
−Removed: For further information, see Note 13 to our consolidated financial statements.
+Added: Financing activities during the period used cash of $735.6 million, primarily for purchases of treasury stock (including for net settlement of RSUs) and noncontrolling interests, the repayment of our Notes Payable, the payment of dividends and distributions made to noncontrolling interest holders, partially offset by the issuance of the 2022 Private Placement Notes.
Cash is also impacted due to the effect of foreign exchange rate fluctuation when translating non-U.S.
4 unchanged sentences
Our current assets principally include Cash and Cash Equivalents, Investment Securities and Certificates of Deposit, Accounts Receivable and contract assets, included in Other Current Assets, relating to revenues from our Investment Banking & Equities and Investment Management segments.
−Removed: Our current liabilities principally include accrued expenses, accrued liabilities related to improvements in our leased facilities, accrued employee compensation and short-term borrowings.
+Added: Our current liabilities principally include accrued expenses, accrued liabilities, accrued employee compensation and short-term borrowings.
We traditionally have made payments for employee bonus awards and year-end distributions to partners in the first quarter of the year with respect to the prior year's results.
In addition, payments in respect of deferred cash compensation arrangements and related investments are also made in the first quarter.
−Removed: From time to time, advances and/or commitments may also be granted to new employees at or near the date they begin employment, or to existing employees for the purpose of incentive or retention.
+Added: From time to time, advances and/or commitments may also be granted to new employees at or near the date they begin
+Added: employment, or to existing employees for the purpose of incentive or retention.
Cash distributions related to partnership tax allocations are made to the partners of Evercore LP and certain other entities in accordance with our corporate estimated payment calendar;
2 unchanged sentences
We regularly monitor our liquidity position, including cash, other significant working capital, current assets and liabilities, long-term liabilities, lease commitments and related fixed assets, principal investment commitments related to our Investment Management business, dividends on Class A Shares, partnership distributions and other capital transactions, as well as other matters relating to liquidity and compliance with capital requirements and restrictions of our regulated legal entities.
−Removed: Our liquidity is highly dependent on our revenue stream from our operations, principally from our Investment Banking & Equities segment, which is primarily a function of closing transactions and earning success fees, the timing and realization of which is irregular and dependent upon factors that are not subject to our control.
−Removed: Our revenue stream funds the payment of our expenses, including annual bonus payments, a portion of which are guaranteed, deferred compensation arrangements, interest expense on our repurchase agreements (prior to the sale of our ECB business), Notes Payable, lines of credit and other financing arrangements, as well as payments for income taxes.
+Added: Our liquidity is highly dependent on our revenue stream from our operations, principally from our Investment Banking & Equities segment, which is primarily a function of closing client transactions and earning success fees, the timing and realization of which is irregular and dependent upon factors that are not subject to our control.
+Added: Our revenue stream funds the payment of our expenses, including annual bonus payments, a portion of which are guaranteed, deferred compensation arrangements, interest expense on our Notes Payable, lines of credit and other financing arrangements, as well as payments for income taxes.
Payments made for income taxes may be reduced by deductions taken for the increase in tax basis of our investment in Evercore LP.
7 unchanged sentences
In addition, revenue related to our equities business is driven by market volumes and institutional investor trends, such as the trend to passive investment strategies.
−Removed: During periods of unfavorable market or economic conditions - which may result from the current or anticipated impact of inflation, changes in the level of interest rates, changes in the availability of financing, supply chain disruptions, an evolving regulatory environment, climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks
−Removed: or campaigns, military conflict, including escalating military tension between Russia and Ukraine, terrorism or other geopolitical events - the number and value of M&A transactions, as well as market volumes in equities, generally decrease, and they generally increase during periods of favorable market or economic conditions.
+Added: During periods of unfavorable market or economic conditions - which may result from the current or anticipated impact of inflation, changes in the level of interest rates, changes in the availability of financing, supply chain disruptions, an evolving regulatory environment, climate change, extreme weather events or natural disasters, the emergence or continuation of widespread health emergencies or pandemics, cyberattacks or campaigns, military conflict, including escalating international tensions, terrorism or other geopolitical events - the number and value of M&A transactions, as well as market volumes in equities, generally decrease, and they generally increase during periods of favorable market or economic conditions.
Restructuring activity generally is counter-cyclical to M&A activity.
2 unchanged sentences
Likewise, our liquidity may be adversely impacted by our contractual obligations, including lease obligations.
−Removed: Reduced equity valuations resulting from future adverse economic events and/or market conditions may impact our performance and may result in future net redemptions of AUM from our clients, which would generally result in lower revenues and cash flows.
+Added: Reduced equity valuations resulting from future adverse economic events and/or market conditions may impact our performance and may result in future net redemptions of AUM from our Investment Management clients, which would generally result in lower revenues and cash flows.
These adverse conditions could also have an impact on our goodwill impairment assessment, which is done annually, as of November 30 th , or more frequently if circumstances indicate impairment may have occurred.
−Removed: We are currently in a period of macroeconomic uncertainty and market volatility, including historically high inflation, supply chain constraints, rising interest rates, changes in the availability of financing, geopolitical tensions, an evolving regulatory environment and the risk of a recession.
+Added: We remain in a period of macroeconomic uncertainty and market volatility, having experienced historically high inflation, supply chain constraints, rising interest rates, changes in the availability of financing, geopolitical tensions, including escalating military tensions, evolving regulatory and banking environments and the risk of a recession.
These factors have led to a slowing of the pace of M&A and other advisory transaction announcements and the elongation of the timing of transaction closings, as well as suppressing the level of underwriting activity.
1 unchanged sentence
See "Results of Operations" above for further information.
−Removed: We assess our equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
+Added: We assess each of our equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
These circumstances could include unfavorable market conditions or the loss of key personnel of the investee.
5 unchanged sentences
In addition, we may, from time to time, purchase noncontrolling interests in subsidiaries.
−Removed: On April 27, 2021, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we were able to repurchase an aggregate of the lesser of $750.0 million worth of Class A Shares and/or LP Units and 8.5 million Class A Shares and/or LP Units.
−Removed: In addition, on February 22, 2022, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we are able to repurchase an aggregate of the lesser of $1.4 billion worth of Class A Shares and/or LP Units and 10.0 million Class A Shares and/or LP Units.
+Added: On February 22, 2022, our Board of Directors authorized (in addition to the net settlement of equity awards) the repurchase of Class A Shares and/or LP Units so that from that date forward, we are able to repurchase an aggregate of the lesser of $1.4 billion worth of Class A Shares and/or LP Units and 10.0 million Class A Shares and/or LP Units.
Under this share repurchase program, shares may be repurchased from time to time in open market transactions, in privately-negotiated transactions or otherwise.
8 unchanged sentences
This purchase resulted in a decrease to Noncontrolling Interest of $0.2 million and a decrease to Additional Paid-In Capital of $1.8 million on our Consolidated Statement of Financial Condition as of December 31, 2023.
+Added: During 2022, we purchased, at fair value, an additional 0.9% of the EWM Class A Units for $3.2 million.
+Added: This purchase resulted in a decrease to Noncontrolling Interest of $0.2 million and a decrease to Additional Paid-In Capital of $3.0 million on our Consolidated Statement of Financial Condition as of December 31, 2022.
On December 31, 2021, we purchased, at fair value, all of the outstanding Class R Interests of Private Capital Advisory L.P.
from employees of the RECA business for $54.3 million.
−Removed: Our consideration for this transaction included the payment of $6.0 million of cash in 2021, $27.7 million of cash in 2022, and contingent cash consideration which will be settled in early 2024.
−Removed: The fair value of the remaining contingent consideration is $6.1 million and $20.6 million as of December 31, 2022 and 2021, respectively, $1.1 million of which is included within Other Current Liabilities on our Consolidated Statement of Financial Condition as of December 31, 2022 and the remainder of which is included within Other Long-term Liabilities on our Consolidated Statement of Financial Condition as of December 31, 2022.
−Removed: The decline in the fair value of the contingent consideration in 2022 reduced Other Operating Expenses by $14.5 million on the Consolidated Statement of Operations.
+Added: Consideration for this transaction included the payment of $6.0 million of cash in 2021, $27.7 million of cash in 2022, and contingent cash consideration which is due to be settled in early 2024.
+Added: We paid $1.4 million of this contingent cash consideration in 2023.
+Added: The fair value of the remaining contingent consideration is $2.0 million as of December 31, 2023, which is included within Payable to Employees and Related Parties on our Consolidated Statements of Financial Condition, and $6.1 million as of December 31, 2022, $1.1 million of which was included within Other Current Liabilities and the remainder of which was included within Other Long-term Liabilities on our Consolidated Statements of Financial Condition.
The amount of contingent consideration to be paid is dependent on the RECA business achieving certain revenue performance targets.
+Added: The decline in the fair value of contingent consideration reduced Other Operating Expenses by $2.4 million and $14.5 million for the years ended December 31, 2023 and 2022, respectively, on the Consolidated Statements of Operations.
The fair value of the contingent consideration reflects the present value of the expected payment due based on the current expectation for the business meeting the revenue performance targets.
−Removed: In conjunction with this transaction, we will also issue two separate payments in early 2023 and 2024, contingent on continued employment, and accordingly, will be treated as compensation expense for accounting purposes in the periods earned.
−Removed: These payments will also be dependent on the RECA business achieving certain revenue performance targets.
+Added: In conjunction with this transaction, we also issued a payment in early 2023 and will issue another payment in early 2024, contingent on continued employment.
+Added: Accordingly, these payments are treated as compensation expense for accounting purposes in the periods earned.
+Added: These payments are also dependent on the RECA business achieving certain revenue performance targets.
2016 Private Placement Notes
On March 30, 2016, we issued an aggregate $170.0 million of senior notes, including:
−Removed: $38.0 million aggregate principal amount of our 4.88% Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $67.0 million aggregate principal amount of our Series B Notes which were originally due March 30, 2023, $48.0 million aggregate principal amount of our 5.48% Series C senior notes due March 30, 2026 (the "Series C Notes") and $17.0 million aggregate principal amount of our 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 the 2016 Note Purchase Agreement dated as of March 30, 2016 (the "2016 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
+Added: $38.0 million aggregate principal amount of our 4.88% Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $67.0 million aggregate principal amount of our Series B Notes which were originally due March 30, 2023, $48.0 million aggregate principal amount of
+Added: our 5.48% Series C senior notes due March 30, 2026 (the "Series C Notes") and $17.0 million aggregate principal amount of our 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 the 2016 Note Purchase Agreement dated as of March 30, 2016 (the "2016 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 2016 Private Placement Notes is payable semi-annually and the 2016 Private Placement Notes are guaranteed by certain of our domestic subsidiaries.
9 unchanged sentences
These notes include:
−Removed: $75.0 million aggregate principal amount of our 4.34% Series E senior notes due August 1, 2029 (the "Series E Notes"), $60.0 million aggregate principal amount of our 4.44% Series F senior notes due August 1, 2031 (the "Series F Notes"), $40.0 million aggregate principal amount of our 4.54% Series G senior notes due August 1, 2033 (the "Series G Notes") and £25.0 million aggregate principal amount of our 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"),
−Removed: each of which were issued pursuant to the 2019 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.
+Added: $75.0 million aggregate principal amount of our 4.34% Series E senior notes due August 1, 2029 (the "Series E Notes"), $60.0 million aggregate principal amount of our 4.44% Series F senior notes due August 1, 2031 (the "Series F Notes"), $40.0 million aggregate principal amount of our 4.54% Series G senior notes due August 1, 2033 (the "Series G Notes") and £25.0 million aggregate principal amount of our 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 the 2019 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 our domestic subsidiaries.
16 unchanged sentences
Evercore Partners Services East L.L.C.
−Removed: ("East") entered into a loan agreement with PNC Bank, National Association ("PNC") for a revolving credit facility in an aggregate principal amount, as amended on October 29, 2021, (the "Existing PNC Facility"), of up to $30.0 million, to be used for working capital and other corporate activities.
+Added: ("East") entered into a loan agreement with PNC Bank, National Association ("PNC") for a revolving credit facility, as amended on June 29, 2023, in an aggregate principal amount of up to $30.0 million (the "Existing PNC Facility") 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.
1 unchanged sentence
We and our consolidated subsidiaries were in compliance with these covenants as of December 31, 2023.
−Removed: The interest rate provisions are LIBOR (or an applicable benchmark
−Removed: replacement) plus 150 basis points and the maturity date is October 28, 2023.
+Added: The interest rate provisions are Daily SOFR plus 161 basis points and the maturity date is October 27, 2024.
There were no drawings under this facility at December 31, 2023.
−Removed: 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 $55.0 million, to be used for working capital and other corporate activities.
+Added: East entered into an additional loan agreement with PNC for a revolving credit facility, as amended on June 29, 2023, in an aggregate principal amount of up to $55.0 million to be used for working capital and other corporate activities.
This facility is unsecured.
1 unchanged sentence
We and our consolidated subsidiaries were in compliance with these covenants as of December 31, 2023.
−Removed: 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.
+Added: Drawings under this facility bear interest at Daily SOFR plus 191 basis points and the maturity date is October 27, 2024.
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, 2023.
−Removed: EGL entered into a subordinated revolving credit facility with PNC in an aggregate principal amount, as amended on October 31, 2022, of up to $75.0 million, to be used as needed in support of capital requirements from time to time of EGL.
+Added: EGL entered into a subordinated revolving credit facility with PNC, as amended on November 6, 2023, in an aggregate principal amount of up to $75.0 million, 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.
13 unchanged sentences
We have a commitment for contingent consideration related to the purchase of the outstanding Class R Interests of Private Capital Advisory L.P.
−Removed: from employees of the RECA business in 2021.
+Added: from employees of the RECA business.
For further information see " Noncontrolling Interest Purchases" above and Notes 16 and 19 to our consolidated financial statements.
We had total commitments (not reflected on our Consolidated Statements of Financial Condition) relating to future capital contributions to private equity funds of $2.6 million and $2.4 million as of December 31, 2023 and 2022, respectively.
−Removed: We expect to fund these commitments with cash flows from operations.
We may be required to fund these commitments at any time through June 2028, depending on the timing and level of investments by our private equity funds.
+Added: We expect to fund these commitments with cash flows from operations.
See Note 19 to our consolidated financial statements for further information.
12 unchanged sentences
As of December 31, 2023, the fair value of our investments with these products, based on closing prices, was $160.9 million.
−Removed: We had net realized and unrealized losses of ($29.8) million for the year ended December 31, 2022, from our exchange-traded funds portfolio.
+Added: We had net realized and unrealized gains of $31.7 million for the year ended December 31, 2023, from our exchange-traded funds portfolio.
See Note 8 to our consolidated financial statements for further information.
We estimate that a hypothetical 10%, 20% and 30% adverse change in the market value of the investments would have resulted in a decrease in pre-tax income of approximately $16.1 million, $32.2 million and $48.3 million, respectively, for the year ended December 31, 2023.
−Removed: In February 2020, we entered into four-month futures contracts on a stock index fund with a notional amount of $38.9 million as an economic hedge against our deferred cash compensation program.
−Removed: These contracts settled in June 2020.
−Removed: In accordance with ASC 815, "Derivatives and Hedging" ("ASC 815"), these contracts were carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Consolidated Statement of Operations.
−Removed: We had realized losses of ($4.0) million for the year ended December 31, 2020.
Private Equity Funds
12 unchanged sentences
Historically, the value of these foreign currencies has fluctuated relative to the U.S.
−Removed: For the year ended December 31, 2022, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Consolidated Statement of Comprehensive Income was a loss of ($20.9) million, net of tax.
+Added: For the year ended December 31, 2023, the net impact of the fluctuation of foreign currencies recorded in Other Comprehensive Income (Loss) within the Consolidated Statement of Comprehensive Income was a gain of $4.6 million, net of tax.
It is generally not our intention to hedge our foreign currency exposure in these subsidiaries, and we will reevaluate this policy from time to time.
+Added: Periodically, we enter into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments.
+Added: We entered into a foreign currency exchange forward contract during the first quarter of 2023 to buy 30.0 million British Pounds sterling for $36.9 million, which settled during the third quarter of 2023, and resulted in a loss of $0.3 million.
+Added: Upon settlement, we entered into a new foreign currency exchange forward contract to buy 30.0 million British Pounds sterling for $36.7 million, which will settle in the first quarter of 2024.
+Added: The contract is recorded at its fair value of $1.6 million as of December 31, 2023, and is included within Other Current Assets on our Consolidated Statement of Financial Condition.
We maintain cash and cash equivalents, as well as certificates of deposit, with financial institutions with high credit ratings.
5 unchanged sentences
We maintain an allowance for credit losses to provide coverage for probable losses from our customer receivables and determine the adequacy of the allowance by estimating the probability of loss based on our analysis of historical credit loss experience of our client receivables, and taking into consideration current market conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.
−Removed: Our receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds capital raising and certain fees related to the private capital businesses, which are collected in a period exceeding one year.
+Added: Our 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 certain fees related to private funds capital raising and the private capital businesses, a portion of which may be collected in a period exceeding one year.
The collection period for restructuring transaction receivables may exceed 90 days.
21 unchanged sentences
Investment Banking & Equities Revenue
−Removed: We earn fees from clients for providing advisory services on strategic matters, including mergers, acquisitions, divestitures, leveraged buyouts, restructurings, activism and defense and similar corporate finance matters.
+Added: We earn fees from clients for providing advisory services on strategic matters, including mergers, acquisitions, divestitures, leveraged buyouts, liability management and restructurings, activism and defense and similar corporate finance matters.
Our 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.
−Removed: Revenue is recognized as we satisfy performance obligations, upon transfer of control of promised services to customers in an amount that reflects the consideration we expect to
−Removed: receive in exchange for these services.
+Added: Revenue is recognized as we satisfy performance obligations, upon transfer of control of promised services to customers in an amount that reflects the consideration we expect to receive in exchange for these services.
Our contracts with customers may include promises to transfer multiple services to a customer.
7 unchanged sentences
We 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.
−Removed: 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.
+Added: 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
+Added: of revenue will not occur.
When assessing probability, we apply careful analysis and judgment to the remaining factors necessary for completion of a transaction, including factors outside of our control.
1 unchanged sentence
In the case of bankruptcy engagements, fees may be subject to approval of the court.
−Removed: 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).
+Added: With respect to retainer, announcement and success fees in M&A transactions, 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.
4 unchanged sentences
A portion of the announcement fee may be deferred based on the services remaining to be completed, if any.
−Removed: Success fees for advisory services, such as merger and acquisition 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.
+Added: Success fees for advisory services, such as 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.
10 unchanged sentences
Trade execution is satisfied at the point in time that the customer has control of the asset and as such, fees are recorded on a trade date basis or, in the case of payments under commission sharing arrangements, when earned.
−Removed: We also earn subscription fees for the sales of research, as well as revenues from principal transactions primarily executed on a riskless principal basis.
+Added: We also earn subscription fees for the sales of research, as well as revenues from trades primarily executed on a riskless principal basis.
The delivery of research under subscription arrangements represents a distinct performance obligation that is satisfied over time.
11 unchanged sentences
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.
−Removed: 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.
6 unchanged sentences
We maintain an allowance for credit losses to provide coverage for estimated losses from our client receivables.
−Removed: We adopted Accounting Standards Update ("ASU") No.
−Removed: 2016-13 "Measurement of Credit Losses on Financial Instruments" ("ASU 2016-13") on January 1, 2020, using a modified retrospective method of transition.
−Removed: We recorded a cumulative-effect adjustment to decrease retained earnings by $1.3 million as of January 1, 2020.
−Removed: Following the adoption of ASU 2016-13, we determine the adequacy of the allowance by estimating the probability of loss based on our analysis of historical credit loss experience of our client receivables, and taking into consideration current market conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.
+Added: In accordance with ASC 326, "Financial Instruments - Credit Losses ", we determine the adequacy of the allowance by estimating the probability of loss based on our analysis of historical credit loss experience of our client receivables, and taking into consideration current market conditions and reasonable and supportable forecasts that affect the collectability of the reported amount.
We have determined that long-term forecasted information is not relevant to our fee receivables, which are primarily short-term.
2 unchanged sentences
Expected credit losses for newly recognized financial assets and changes to expected credit losses during the period are recognized in earnings.
−Removed: Our receivables collection periods generally are within 90 days of invoice, with the exception of placement fees, which are generally collected within 180 days of invoice, and fees related to private funds capital raising and certain fees related to the private capital businesses, which are collected in a period exceeding one year.
+Added: Our 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 certain fees related to private funds capital raising and the private capital businesses, a portion of which may be collected in a period exceeding one year.
The collection period for restructuring transaction receivables may exceed 90 days.
6 unchanged sentences
Level 1 investments include U.S.
−Removed: Treasury Securities, readily-marketable equity securities and investment funds.
−Removed: As of December 31, 2022 and 2021, we had no Level 2 or 3 investments carried at fair value.
+Added: Treasury Securities, readily-marketable equity
+Added: securities and investment funds.
+Added: Level 2 investments include our foreign currency exchange forward contracts.
+Added: As of December 31, 2023 and 2022, we had no Level 3 investments carried at fair value.
See Note 11 to our consolidated financial statements for further information.
1 unchanged sentence
We have not elected to apply the fair value option to any specific financial assets or liabilities.
−Removed: Investment Securities and Futures Contracts
+Added: Investment Securities and Futures and Forward Contracts
Investment Securities may include investments in U.S.
2 unchanged sentences
Investment Securities transactions are recorded as of the trade date.
−Removed: We also periodically enter into futures contracts as an economic hedge against our deferred cash compensation program.
−Removed: In accordance with ASC 815, futures contracts are carried at fair value.
+Added: We also periodically enter into futures contracts as an economic hedge against our deferred cash compensation program and foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments.
+Added: In accordance with ASC 815, futures and forward 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.
10 unchanged sentences
As part of the process of preparing our consolidated financial statements, we are required to estimate income taxes in each of the jurisdictions in which we operate.
−Removed: Significant management judgment is required in determining our provision for income
−Removed: taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.
+Added: Significant management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets.
This process requires us to estimate our actual current tax liability and to assess temporary differences resulting from differing book versus tax treatment of items, such as deferred revenue, compensation and benefits expense, unrealized gains and losses on long-term investments and depreciation.
33 unchanged sentences
In determining the fair value for each reporting unit, we utilize a market multiple approach and/or a discounted cash flow methodology based on the adjusted cash flows from operations.
−Removed: market multiple approach includes applying the average earnings multiples of comparable public companies for their respective reporting segment multiplied by the forecasted earnings of the respective reporting unit to yield an estimate of fair value.
+Added: The market multiple approach includes applying the average earnings multiples of comparable public companies for their respective reporting segment multiplied by the forecasted earnings of the respective reporting unit to yield an estimate of fair value.
The discounted cash flow methodology begins with the 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.
1 unchanged sentence
See Note 2 to our consolidated financial statements for further information.
−Removed: In addition to goodwill and intangible assets, we annually assess our equity method investments for impairment (or more frequently if circumstances indicate impairment may have occurred) per ASC 323-10, "Investments – Equity Method and Joint Ventures."
−Removed: We concluded there was no impairment of goodwill, intangible assets or equity method investments during the year ended December 31, 2022.
+Added: In addition to goodwill and intangible assets, we annually assess each of our equity method investments for impairment (or more frequently if circumstances indicate impairment may have occurred) per ASC 323-10, "Investments – Equity Method and Joint Ventures."
+Added: We concluded there was no impairment of goodwill, intangible assets or equity method investments during the years ended December 31, 2023 and 2022.
We concluded there was no impairment of goodwill or intangible assets during the year ended December 31, 2021.
−Removed: We recorded a loss of $8.6 million for the year ended December 31, 2021 , related to the write-down of certain assets associated with a legacy private equity investment relationship which, consistent with our investment strategy, we decided to wind-down during 2021.
−Removed: See Note 10 to our consolidated financial statements for further information .
−Removed: We recorded impairment charges of $1.7 million for the year ended December 31, 2020, related to the impairment of assets resulting from the wind-down of our businesses in Mexico.
+Added: We recorded a loss of $8.6 million for the year ended December 31, 2021, related to the write-down of certain assets associated
+Added: with a legacy private equity investment relationship which, consistent with our investment strategy, we decided to wind-down during 2021.
See Note 10 to our consolidated financial statements for further information .
8 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.