1 unchanged sentence
Condensed Consolidated Financial Statements (Unaudited) Page
−Removed: Condensed Consolidated Statements of Financial Condition as of September 30, 2023 and December 31, 2022
−Removed: Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022
−Removed: Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022
−Removed: Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 30, 2023 and 2022
−Removed: Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022
+Added: Condensed Consolidated Statements of Financial Condition as of March 31, 202 4 and December 31, 20 23
+Added: Condensed Consolidated Statements of Operations for the three months ended March 31, 202 4 and 202 3
+Added: Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 202 4 and 202 3
+Added: Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 202 4 and 202 3
+Added: Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 202 4 and 202 3
Notes to Unaudited Condensed Consolidated Financial Statements
2 unchanged sentences
(dollars in thousands, except share data)
−Removed: September 30, 2023 December 31, 2022
+Added: March 31, 2024 December 31, 2023
Current Assets
Cash and Cash Equivalents $ 569,776 $ 596,878
−Removed: Investment Securities and Certificates of Deposit (includes available-for-sale debt securities with an amortized cost of $ 433,476 and $ 802,652 at September 30, 2023 and December 31, 2022, respectively)
+Added: Investment Securities and Certificates of Deposit (includes available-for-sale debt securities with an amortized cost of $ 185,420 and $ 744,178 at March 31, 2024 and December 31, 2023, respectively)
865,302 1,436,883
−Removed: Accounts Receivable (net of allowances of $ 5,154 and $ 4,683 at September 30, 2023 and December 31, 2022, respectively)
+Added: Accounts Receivable (net of allowances of $ 4,758 and $ 5,603 at March 31, 2024 and December 31, 2023, respectively)
331,739 371,606
5 unchanged sentences
Operating Lease Right-of-Use Assets 368,567 378,128
−Removed: Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $ 205,636 and $ 187,077 at September 30, 2023 and December 31, 2022, respectively)
+Added: Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $ 218,793 and $ 212,929 at March 31, 2024 and December 31, 2023, respectively)
132,735 137,940
19 unchanged sentences
Stockholders' Equity
−Removed: Class A, par value $ 0.01 per share ( 1,000,000,000 shares authorized, 81,987,589 and 79,686,375 issued at September 30, 2023 and December 31, 2022, respectively, and 37,662,786 and 38,347,262 outstanding at September 30, 2023 and December 31, 2022, respectively)
−Removed: Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 45 and 50 issued and outstanding at September 30, 2023 and December 31, 2022, respectively)
+Added: Class A, par value $ 0.01 per share ( 1,000,000,000 shares authorized, 84,342,335 and 82,114,009 issued at March 31, 2024 and December 31, 2023, respectively, and 38,514,750 and 37,773,613 outstanding at March 31, 2024 and December 31, 2023, respectively)
+Added: Class B, par value $ 0.01 per share ( 1,000,000 shares authorized, 45 and 46 issued and outstanding at March 31, 2024 and December 31, 2023, respectively)
Additional Paid-In Capital 3,245,225 3,163,198
1 unchanged sentence
Retained Earnings 1,945,012 1,892,656
−Removed: Treasury Stock at Cost ( 44,324,803 and 41,339,113 shares at September 30, 2023 and December 31, 2022, respectively)
+Added: Treasury Stock at Cost ( 45,827,585 and 44,340,396 shares at March 31, 2024 and December 31, 2023, respectively)
( 3,716,500 ) ( 3,453,203 )
8 unchanged sentences
(dollars and share amounts in thousands, except per share data)
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
Investment Banking & Equities:
20 unchanged sentences
Income Before Income Taxes 86,445 108,372
−Removed: Provision for Income Taxes 19,717 40,790 52,945 114,134
+Added: Provision (Benefit) for Income Taxes ( 6,679 ) 16,131
Net Income 93,124 92,241
15 unchanged sentences
(dollars in thousands)
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
Net Income $ 93,124 $ 92,241
11 unchanged sentences
(dollars in thousands, except share data)
−Removed: For the Three Months Ended September 30, 2023
−Removed: Additional Other
−Removed: Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
−Removed: Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
−Removed: Balance at June 30, 2023 81,914,589 $ 819 $ 3,011,969 $ ( 20,392 ) $ 1,823,412 ( 44,028,278 ) $ ( 3,410,153 ) $ 198,925 $ 1,604,580
−Removed: Net Income — — — — 52,148 — — 6,625 58,773
−Removed: Other Comprehensive Income (Loss) — — — ( 7,533 ) — — — ( 747 ) ( 8,280 )
−Removed: Treasury Stock Purchases — — — — — ( 296,525 ) ( 40,817 ) — ( 40,817 )
−Removed: Evercore LP Units Exchanged for Class A Common Stock 37,565 1 3,629 — — — — ( 2,354 ) 1,276
−Removed: Equity-based Compensation Awards 35,435 — 72,416 — — — — 6,538 78,954
−Removed: Dividends — — — — ( 32,650 ) — — — ( 32,650 )
−Removed: Noncontrolling Interest (Note 12) — — — — — — — ( 7,368 ) ( 7,368 )
−Removed: Balance at September 30, 2023 81,987,589 $ 820 $ 3,088,014 $ ( 27,925 ) $ 1,842,910 ( 44,324,803 ) $ ( 3,450,970 ) $ 201,619 $ 1,654,468
−Removed: For the Nine Months Ended September 30, 2023
+Added: For the Three Months Ended March 31, 2024
Additional Other
9 unchanged sentences
Noncontrolling Interest (Note 12) — — — — — — — ( 9,438 ) ( 9,438 )
−Removed: Balance at September 30, 2023 81,987,589 $ 820 $ 3,088,014 $ ( 27,925 ) $ 1,842,910 ( 44,324,803 ) $ ( 3,450,970 ) $ 201,619 $ 1,654,468
−Removed: For the Three Months Ended September 30, 2022
−Removed: Additional Other
−Removed: Class A Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Total
−Removed: Shares Dollars Capital Income (Loss) Earnings Shares Dollars Interest Equity
−Removed: Balance at June 30, 2022 79,597,763 $ 796 $ 2,746,245 $ ( 31,371 ) $ 1,607,976 ( 40,460,685 ) $ ( 2,973,087 ) $ 170,150 $ 1,520,709
−Removed: Net Income — — — — 82,438 — — 9,198 91,636
−Removed: Other Comprehensive Income (Loss) — — — ( 19,423 ) — — — ( 1,988 ) ( 21,411 )
−Removed: Treasury Stock Purchases — — — — — ( 335,939 ) ( 33,162 ) — ( 33,162 )
−Removed: Evercore LP Units Exchanged for Class A Common Stock 850 — 47 — — — — ( 47 ) —
−Removed: Equity-based Compensation Awards 33,743 — 63,839 — — — — 5,403 69,242
−Removed: Dividends — — — — ( 30,935 ) — — — ( 30,935 )
−Removed: Noncontrolling Interest (Note 12) — — ( 1,598 ) — — — — ( 6,641 ) ( 8,239 )
−Removed: Balance at September 30, 2022 79,632,356 $ 796 $ 2,808,533 $ ( 50,794 ) $ 1,659,479 ( 40,796,624 ) $ ( 3,006,249 ) $ 176,075 $ 1,587,840
−Removed: For the Nine Months Ended September 30, 2022
+Added: Balance at March 31, 2024 84,342,335 $ 843 $ 3,245,225 $ ( 29,762 ) $ 1,945,012 ( 45,827,585 ) $ ( 3,716,500 ) $ 203,454 $ 1,648,272
+Added: For the Three Months Ended March 31, 2023
Additional Other
3 unchanged sentences
Net Income — — — — 83,378 — — 8,863 92,241
−Removed: Other Comprehensive Income (Loss) — — — ( 38,708 ) — — — ( 3,935 ) ( 42,643 )
+Added: Other Comprehensive Income — — — 2,259 — — — 216 2,475
Treasury Stock Purchases — — — — — ( 2,152,581 ) ( 284,566 ) — ( 284,566 )
3 unchanged sentences
Noncontrolling Interest (Note 12) — — — — — — — ( 10,390 ) ( 10,390 )
−Removed: Balance at September 30, 2022 79,632,356 $ 796 $ 2,808,533 $ ( 50,794 ) $ 1,659,479 ( 40,796,624 ) $ ( 3,006,249 ) $ 176,075 $ 1,587,840
+Added: Balance at March 31, 2023 81,836,929 $ 818 $ 2,931,682 $ ( 25,683 ) $ 1,819,599 ( 43,491,694 ) $ ( 3,350,483 ) $ 193,278 $ 1,569,211
See Notes to Unaudited Condensed Consolidated Financial Statements.
2 unchanged sentences
(dollars in thousands)
−Removed: For the Nine Months Ended September 30,
+Added: For the Three Months Ended March 31,
Cash Flows From Operating Activities
Net Income $ 93,124 $ 92,241
−Removed: Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
+Added: Adjustments to Reconcile Net Income to Net Cash Provided by (Used In) Operating Activities:
Net (Gains) Losses on Investments, Investment Securities and Contingent Consideration ( 14,708 ) ( 9,509 )
−Removed: Equity Method Investments, Including Gain on Sale 769 3,291
+Added: Equity Method Investments 22 ( 890 )
Equity-Based and Other Deferred Compensation 139,337 130,242
14 unchanged sentences
Other Liabilities ( 3,771 ) ( 13,252 )
−Removed: Net Cash Provided by Operating Activities 42,324 157,173
+Added: Net Cash Provided by (Used in) Operating Activities ( 281,221 ) ( 384,737 )
Cash Flows From Investing Activities
Investments Purchased — ( 37 )
−Removed: Proceeds from Sale of Investments — 18,300
Distributions of Private Equity Investments — 72
7 unchanged sentences
Cash Flows From Financing Activities
−Removed: Issuance of Noncontrolling Interests 733 300
Distributions to Noncontrolling Interests ( 9,438 ) ( 9,202 )
−Removed: Payment of Notes Payable — ( 67,000 )
−Removed: Issuance of Notes Payable — 67,000
−Removed: Debt Issuance Costs and Make-Whole Amount — ( 1,826 )
+Added: Payments Under Tax Receivable Agreement ( 607 ) —
Purchase of Treasury Stock and Noncontrolling Interests ( 265,322 ) ( 286,592 )
9 unchanged sentences
Accrued Dividends $ 4,028 $ 4,205
−Removed: Settlement of Sale of Trilantic VI $ — $ 9,188
−Removed: Settlement of Contingent Consideration $ — $ 1,083
See Notes to Unaudited Condensed Consolidated Financial Statements.
7 unchanged sentences
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.
−Removed: The Company also provides restructuring advice to companies in financial transition, as well as to creditors, shareholders and potential acquirers.
+Added: The Company also provides liability management and 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 partnerships and private funds interests, as well as on primary and secondary transactions for real estate oriented financial sponsors and private equity interests.
8 unchanged sentences
These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 2023.
−Removed: The December 31, 2022 Unaudited Condensed Consolidated Statements of Financial Condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S.
+Added: The December 31, 2023 Unaudited Condensed Consolidated Statement of Financial Condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S.
Operating results for interim periods are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2024.
21 unchanged sentences
and has decision making authority that significantly affects the economic performance of this entity.
−Removed: The Company included in its Unaudited Condensed Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing, Evercore Canada and Evercore Hong Kong assets of $ 374,966 and liabilities of $ 164,010 at September 30, 2023 and assets of $ 584,192 and liabilities of $ 247,884 at December 31, 2022.
+Added: The Company included in its Unaudited Condensed Consolidated Statements of Financial Condition Evercore ISI U.K., Evercore U.K., Evercore Japan, Evercore Beijing, Evercore Canada and Evercore Hong Kong assets of $ 384,221 and liabilities of $ 128,097 at March 31, 2024 and assets of $ 466,588 and liabilities of $ 224,263 at December 31, 2023.
All intercompany balances and transactions with the Company's subsidiaries have been eliminated upon consolidation.
Note 3 – Recent Accounting Pronouncements
−Removed: The Company did not adopt any new accounting standards that had a material impact on the Company's unaudited condensed consolidated financial statements during the three and nine months ended September 30, 2023.
−Removed: The Company continues to monitor recently issued accounting standards to assess the impact on our unaudited condensed consolidated financial statements.
+Added: ASU 2023-07 – In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
+Added: 2023-07, "Improvements to Reportable Segment Disclosures" ("ASU 2023-07").
+Added: ASU 2023-07 provides amendments to Accounting Standards Codification ("ASC") 280, "Segment Reporting" ("ASC 280"), which require disclosure of incremental segment information on an annual and interim basis, and require that all annual disclosures currently required by ASC 280 about a reportable segment's profit or loss and assets are also provided in interim periods.
+Added: The amendments in this update are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
+Added: The amendments should be applied on a retrospective basis.
+Added: The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
+Added: ASU 2023-09 – In December 2023, the FASB issued ASU No.
+Added: 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09").
+Added: ASU 2023-09 provides amendments to ASC 740, "Income Taxes," which require greater disaggregation of information in a reporting entity's effective tax rate reconciliation, require disaggregation of income taxes paid by federal, state, and foreign jurisdictions and add or modify certain other disclosure requirements.
+Added: The amendments in this update are effective for annual periods beginning after December 15, 2024, with early adoption permitted.
+Added: The amendments should be applied on a prospective or retrospective basis.
+Added: The Company is currently assessing the impact of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.
Note 4 – Revenue and Accounts Receivable
−Removed: The following table presents revenue recognized by the Company for the three and nine months ended September 30, 2023 and 2022:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: The following table presents revenue recognized by the Company for the three months ended March 31, 2024 and 2023:
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: For the Three Months Ended March 31,
Investment Banking & Equities:
10 unchanged sentences
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.
−Removed: The Company’s receivables, contract assets and deferred revenue (contract liabilities) for the nine months ended September 30, 2023 and 2022 are as follows:
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: For the Nine Months Ended September 30, 2023
+Added: The Company’s receivables, contract assets and deferred revenue (contract liabilities) for the three months ended March 31, 2024 and 2023 are as follows:
+Added: For the Three Months Ended March 31, 2024
(Current) (1)
4 unchanged sentences
(Current Contract Liabilities) (4)
−Removed: Deferred Revenue
−Removed: (Long-term Contract Liabilities) (5)
Balance at January 1, 2024 $ 371,606 $ 93,689 $ 85,401 $ 5,845 $ 3,524
Increase (Decrease) ( 39,867 ) ( 8,431 ) ( 56,789 ) 2,816 1,940
−Removed: Balance at September 30, 2023 $ 332,993 $ 79,017 $ 43,056 $ 7,406 $ 8,163 $ —
−Removed: For the Nine Months Ended September 30, 2022
+Added: Balance at March 31, 2024 $ 331,739 $ 85,258 $ 28,612 $ 8,661 $ 5,464
+Added: For the Three Months Ended March 31, 2023
(Current) (1)
4 unchanged sentences
(Current Contract Liabilities) (4)
−Removed: Deferred Revenue
−Removed: (Long-term Contract Liabilities) (5)
Balance at January 1, 2023 $ 385,131 $ 64,139 $ 110,468 $ 8,028 $ 5,071
Increase (Decrease) ( 85,974 ) 6,022 ( 96,505 ) 3,869 873
−Removed: Balance at September 30, 2022 $ 303,725 $ 57,041 $ 30,084 $ 3,982 $ 8,481 $ 147
+Added: Balance at March 31, 2023 $ 299,157 $ 70,161 $ 13,963 $ 11,897 $ 5,944
(1) Included in Accounts Receivable on the Unaudited Condensed Consolidated Statements of Financial Condition.
2 unchanged sentences
(4) Included in Other Current Liabilities on the Unaudited Condensed Consolidated Statements of Financial Condition.
−Removed: (5) Included in Other Long-term Liabilities on the Unaudited Condensed Consolidated Statements of Financial Condition.
The Company's contract assets represent arrangements in which an estimate of variable consideration has been included in the transaction price and thereby recognized as revenue that precedes the contractual due date.
−Removed: Under Accounting Standards Codification ("ASC") 606, "Revenue from Contracts with Customers" ("ASC 606"), revenue is recognized when all material conditions for completion have been met and it is probable that a significant revenue reversal will not occur in a future period.
−Removed: The Company recognized revenue of $ 6,284 and $ 14,474 on the Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023, respectively, and $ 6,079 and $ 16,584 for the three and nine months ended September 30, 2022, respectively, that was initially included in deferred revenue within Other Current Liabilities on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition.
+Added: Under ASC 606, "Revenue from Contracts with Customers" ("ASC 606"), revenue is recognized when all material conditions for completion have been met and it is probable that a significant revenue reversal will not occur in a future period.
+Added: The Company recognized revenue of $ 4,865 and $ 3,547 on the Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023, respectively, that was initially included in deferred revenue within Other Current Liabilities on the Company’s Unaudited Condensed Consolidated Statements of Financial Condition.
Generally, performance obligations under client arrangements will be settled within one year ;
therefore, the Company has elected to apply the practical expedient in ASC 606-10-50-14.
−Removed: The allowance for credit losses for the three and nine months ended September 30, 2023 and 2022 is as follows:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: The allowance for credit losses for the three months ended March 31, 2024 and 2023 is as follows:
+Added: For the Three Months Ended March 31,
Beginning Balance $ 5,603 $ 4,683
2 unchanged sentences
Ending Balance $ 4,758 $ 7,217
−Removed: The change in the balance during the three months ended September 30, 2023 is primarily related to the write-off of aged receivables.
−Removed: The change in the balance during the nine months ended September 30, 2023 is primarily related an increase in the Company's reserve for credit losses and the write-off of aged receivables.
+Added: The change in the balance during the three months ended March 31, 2024 is primarily related to a decrease 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.
−Removed: 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 September 30, 2023, by year of origination:
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: 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 March 31, 2024, by year of origination:
Amortized Carrying Value by Origination Year
2 unchanged sentences
Note 5 – Related Parties
−Removed: 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 $ 277 and $ 4,217 for the three and nine months ended September 30, 2023, respectively, and $ 1,097 and $ 8,208 for the three and nine months ended September 30, 2022, respectively.
−Removed: Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition includes the long-term portion of loans receivable from certain employees of $ 22,113 and $ 16,928 as of September 30, 2023 and December 31, 2022, respectively.
+Added: Advisory Fees includes fees earned from clients that have the Company's Senior Managing Directors, certain Senior Advisors and executives as a member of their Board of Directors of $ 811 and $ 1,668 for the three months ended March 31, 2024 and 2023, respectively.
+Added: Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition includes the long-term portion of loans receivable from certain employees of $ 19,852 and $ 21,186 as of March 31, 2024 and December 31, 2023, respectively.
See Note 14 for further information.
Note 6 – Investment Securities and Certificates of Deposit
−Removed: The Company's Investment Securities and Certificates of Deposit as of September 30, 2023 and December 31, 2022 were as follows:
−Removed: September 30, 2023 December 31, 2022
+Added: The Company's Investment Securities and Certificates of Deposit as of March 31, 2024 and December 31, 2023 were as follows:
+Added: March 31, 2024 December 31, 2023
Debt Securities $ 185,414 $ 744,315
7 unchanged sentences
Debt Securities are classified as available-for-sale securities within Investment Securities and Certificates of Deposit on the Unaudited Condensed Consolidated Statements of Financial Condition.
−Removed: These securities are stated at fair value with unrealized gains and losses included in Accumulated Other Comprehensive Income (Loss) on the Unaudited Condensed Consolidated Statements of Financial Condition and realized gains and losses included in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations, on a specific identification basis.
−Removed: Gross unrealized gains included in Accumulated Other Comprehensive Income (Loss) were $ 69 and $ 262 for the three and nine months ended September 30, 2023, respectively, and $ 1,936 and $ 2,284 for the three and nine months ended September 30, 2022, respectively.
−Removed: Gross unrealized losses included in Accumulated Other Comprehensive Income (Loss) were ($ 48 ) and ($ 241 ) for the three and nine months ended September 30, 2023 and ($ 342 ) and ($ 365 ) for the three and nine months ended September 30, 2022, respectively.
−Removed: Gross realized losses included within Other Revenue, Including Interest and Investments, were ($ 261 ) for the nine months ended September 30, 2023, and ($ 34 ) for the nine months ended September 30, 2022.
−Removed: Proceeds from the sales and maturities of available-for-sale securities, including interest, were $ 250,000 and $ 1,493,992 for the three and nine months ended September 30, 2023, respectively, and $ 233,638 and $ 997,349 for the three and nine months ended September 30, 2022, respectively.
+Added: These securities are stated at fair value with unrealized gains and losses included in Accumulated Other Comprehensive Income (Loss) on the Unaudited Condensed
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: Scheduled maturities of the Company's available-for-sale debt securities as of September 30, 2023 and December 31, 2022 were as follows:
−Removed: September 30, 2023 December 31, 2022
+Added: Consolidated Statements of Financial Condition and realized gains and losses included in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations, on a specific identification basis.
+Added: Gross unrealized gains included in Accumulated Other Comprehensive Income (Loss) were $ 4 and $ 148 for the three months ended March 31, 2024 and 2023, respectively.
+Added: Gross unrealized losses included in Accumulated Other Comprehensive Income (Loss) were ($ 149 ) for the three months ended March 31, 2024.
+Added: Gross realized losses included within Other Revenue, Including Interest and Investments, were ($ 47 ) and ($ 151 ) for the three months ended March 31, 2024 and 2023, respectively.
+Added: Proceeds from the sales and maturities of available-for-sale securities, including interest, were $ 747,511 and $ 999,387 for the three months ended March 31, 2024 and 2023, respectively.
+Added: Scheduled maturities of the Company's available-for-sale debt securities as of March 31, 2024 and December 31, 2023 were as follows:
+Added: March 31, 2024 December 31, 2023
Cost Fair Value Amortized
6 unchanged sentences
Treasuries and the Company has not incurred credit losses on its securities.
−Removed: As such, the Company does not consider these securities to be impaired at September 30, 2023 and has not recorded a credit allowance on these securities.
+Added: As such, the Company does not consider these securities to be impaired at March 31, 2024 and has not recorded a credit allowance on these securities.
Equity Securities
Equity Securities are carried at fair value with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
−Removed: The Company had net unrealized losses of ($ 286 ) and ($ 63 ) for the three and nine months ended September 30, 2023, respectively, and ($ 131 ) and ($ 579 ) for the three and nine months ended September 30, 2022, respectively.
+Added: The Company had net unrealized gains (losses) of ($ 78 ) and $ 163 for the three months ended March 31, 2024 and 2023, respectively.
Debt Securities Carried by EGL
2 unchanged sentences
These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations, as required for broker-dealers in securities.
−Removed: The Company had net realized and unrealized gains of $ 129 and $ 147 for the three and nine months ended September 30, 2023, respectively, and $ 1,013 and $ 1,541 for the three and nine months ended September 30, 2022, respectively.
+Added: The Company had net realized and unrealized gains (losses) of ($ 135 ) and $ 6 for the three months ended March 31, 2024 and 2023, respectively.
Investment Funds
2 unchanged sentences
These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
−Removed: The Company had net realized and unrealized gains (losses) of ($ 5,541 ) and $ 15,515 for the three and nine months ended September 30, 2023, respectively, (of which ($ 5,541 ) and $ 10,709 , respectively, were net unrealized gains (losses)) and ($ 7,454 ) and ($ 38,970 ) for the three and nine months ended September 30, 2022, respectively, (of which ($ 7,454 ) and ($ 54,670 ), respectively, were net unrealized losses).
+Added: The Company had net realized and unrealized gains of $ 14,895 and $ 9,441 for the three months ended March 31, 2024 and 2023, respectively (of which $ 5,215 and $ 4,680 , respectively, were net unrealized gains).
Certificates of Deposit
−Removed: At September 30, 2023 and December 31, 2022, the Company held certificates of deposit of $ 84,163 and $ 122,890 , respectively, with certain banks with original maturities of four months or less when purchased.
+Added: At March 31, 2024 and December 31, 2023, the Company held certificates of deposit of $ 48,001 and $ 54,856 , respectively, with certain banks with original maturities of four months or less when purchased.
Note 7 – Investments
1 unchanged sentence
The Company's investments are relatively high-risk and illiquid assets.
−Removed: The Company's investments in ABS Investment Management Holdings, LP and ABS Investment Management GP LLC (collectively, "ABS"), Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff"), Luminis Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore") are in voting interest entities.
−Removed: The Company's share of earnings (losses) from these investments is included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
−Removed: The Company also has investments in private equity partnerships which consist of investment interests in private equity funds which are voting interest entities.
−Removed: Realized and unrealized gains and losses on private equity investments are included
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
+Added: The Company's investments in ABS Investment Management Holdings, LP and ABS Investment Management GP LLC (collectively, "ABS"), Atalanta Sosnoff Capital, LLC ("Atalanta Sosnoff"), Luminis Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore") are in voting interest entities.
+Added: The Company's share of earnings (losses) from these investments is included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
+Added: The Company also has investments in private equity partnerships which consist of investment interests in private equity funds which are voting interest entities.
+Added: Realized and unrealized gains and losses on private equity investments are included within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statements of Operations.
Equity Method Investments
−Removed: A summary of the Company's investments accounted for under the equity method of accounting as of September 30, 2023 and December 31, 2022 was as follows:
−Removed: September 30, 2023 December 31, 2022
+Added: A summary of the Company's investments accounted for under the equity method of accounting as of March 31, 2024 and December 31, 2023 was as follows:
+Added: March 31, 2024 December 31, 2023
ABS $ 18,113 $ 18,770
4 unchanged sentences
The Company has an investment accounted for under the equity method of accounting in ABS.
−Removed: At September 30, 2023, the Company's ownership interest in ABS was 26 %.
−Removed: This investment resulted in earnings of $ 1,066 and $ 3,136 for the three and nine months ended September 30, 2023, respectively, and $ 1,043 and $ 3,413 for the three and nine months ended September 30, 2022, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
−Removed: In January 2022, the Company entered into an agreement to sell a portion of its interest in ABS.
−Removed: This transaction closed on March 28, 2022 and resulted in the reduction of the Company's ownership interest from 46 % to 26 %.
−Removed: The Company received cash of $ 18,300 as consideration for its interests sold and recorded a gain of $ 1,294 for the nine months ended September 30, 2022, included within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statement of Operations.
+Added: At March 31, 2024, the Company's ownership interest in ABS was 26 %.
+Added: This investment resulted in earnings of $ 1,002 and $ 1,006 for the three months ended March 31, 2024 and 2023, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
Atalanta Sosnoff
The Company has an investment accounted for under the equity method of accounting in Atalanta Sosnoff.
−Removed: At September 30, 2023, the Company's ownership interest in Atalanta Sosnoff was 49 %.
−Removed: This investment resulted in earnings of $ 418 and $ 1,144 for the three and nine months ended September 30, 2023, respectively, and $ 533 and $ 2,411 for the three and nine months ended September 30, 2022, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
+Added: At March 31, 2024, the Company's ownership interest in Atalanta Sosnoff was 49 %.
+Added: This investment resulted in earnings of $ 635 and $ 391 for the three months ended March 31, 2024 and 2023, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
The Company has an investment accounted for under the equity method of accounting in Luminis.
−Removed: At September 30, 2023, the Company's ownership interest in Luminis was 20 %.
−Removed: This investment resulted in earnings of $ 53 and $ 350 for the three and nine months ended September 30, 2023, respectively, and $ 397 and $ 787 for the three and nine months ended September 30, 2022, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
+Added: At March 31, 2024, the Company's ownership interest in Luminis was 20 %.
+Added: This investment resulted in earnings of $ 568 and $ 162 for the three months ended March 31, 2024 and 2023, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
This investment is subject to currency translation from the Australian dollar to the U.S.
2 unchanged sentences
The Company has an investment accounted for under the equity method of accounting in Seneca Evercore.
−Removed: At September 30, 2023, the Company's ownership interest in Seneca Evercore was 20 %.
−Removed: This investment resulted in earnings of $ 127 and $ 44 for the three and nine months ended September 30, 2023, respectively, and $ 54 and $ 202 for the three and nine months ended September 30, 2022, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
+Added: At March 31, 2024, the Company's ownership interest in Seneca Evercore was 20 %.
+Added: This investment resulted in earnings (losses) of $ 120 and ($ 91 ) for the three months ended March 31, 2024 and 2023, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.
This investment is subject to currency translation from the Brazilian real to the U.S.
4 unchanged sentences
The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees.
−Removed: The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 79 for each of the three months ended September 30, 2023 and 2022 and $ 237 for each of the nine months ended September 30, 2023 and 2022.
−Removed: The Company assesses its equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
+Added: The Company's share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets of $ 79 for each of the three months ended March 31, 2024 and 2023.
+Added: The Company assesses each of its equity method investments for impairment annually, or more frequently if circumstances indicate impairment may have occurred.
Investments in Private Equity
3 unchanged sentences
("Glisco III"), Glisco Capital Partners IV ("Glisco IV"), Trilantic Capital Partners Associates IV, L.P.
−Removed: ("Trilantic IV"), Trilantic Capital Partners V, L.P.
−Removed: ("Trilantic V") and Trilantic Capital Partners VI (North America), L.P.
−Removed: ("Trilantic VI") (through January 1, 2022).
+Added: ("Trilantic IV") and Trilantic Capital Partners V, L.P.
+Added: ("Trilantic V").
Portfolio holdings of the private equity funds are carried at fair value.
1 unchanged sentence
Additionally, the Company reflects its pro rata share of realized gains, losses and carried interest associated with any investment realizations.
−Removed: A summary of the Company's investments in the private equity funds as of September 30, 2023 and December 31, 2022 was as follows:
−Removed: September 30, 2023 December 31, 2022
+Added: A summary of the Company's investments in the private equity funds as of March 31, 2024 and December 31, 2023 was as follows:
+Added: March 31, 2024 December 31, 2023
Glisco II, Glisco III and Glisco IV $ 4,231 $ 4,141
1 unchanged sentence
Total Private Equity Funds $ 5,987 $ 5,907
−Removed: Net realized and unrealized gains on private equity fund investments were $ 54 and $ 694 for the three and nine months ended September 30, 2023, respectively, and $ 308 and $ 244 for the three and nine months ended September 30, 2022, respectively.
+Added: Net realized and unrealized gains on private equity fund investments were $ 73 and $ 322 for the three months ended March 31, 2024 and 2023, respectively.
In the event the funds perform poorly, the Company may be obligated to repay certain carried interest previously distributed.
−Removed: As of September 30, 2023, $ 317 of previously distributed carried interest received from the funds was subject to repayment.
+Added: As of March 31, 2024, $ 100 of previously distributed carried interest received from the funds was subject to repayment.
General Partners of Private Equity Funds which are VIEs
3 unchanged sentences
Further, as a limited partner in these entities, the Company does not possess substantive participating rights.
−Removed: The Company had assets of $ 3,430 and $ 3,166 included in its Unaudited Condensed Consolidated Statements of Financial Condition at September 30, 2023 and December 31, 2022, respectively, related to these unconsolidated VIEs, representing the carrying value of the Company's investments in the entities.
+Added: The Company had assets of $ 3,662 and $ 3,580 included in its Unaudited Condensed Consolidated Statements of Financial Condition at March 31, 2024 and December 31, 2023, 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.
−Removed: The Company's maximum exposure to loss as of September 30, 2023 and December 31, 2022 was $ 5,613 and $ 5,385 , 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.
+Added: The Company's maximum exposure to loss as of March 31, 2024 and December 31, 2023 was $ 5,845 and $ 5,762 , 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.
Other Investments
In certain instances, the Company receives equity securities in private companies in exchange for advisory services.
−Removed: These investments, which had a balance of $ 609 and $ 604 as of September 30, 2023 and December 31, 2022, respectively, are accounted for at their cost minus impairment, if any, plus or minus changes resulting from observable price changes.
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: These investments, which had a balance of $ 631 and $ 636 as of March 31, 2024 and December 31, 2023, respectively, are accounted for at their cost minus impairment, if any, plus or minus changes resulting from observable price changes.
Note 8 – Leases
1 unchanged sentence
The Company reflects lease expense over the lease terms on a straight-line basis.
−Removed: The lease terms include options to extend the lease when it is reasonably certain that the Company will exercise that option.
+Added: The lease terms include
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: 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.
−Removed: Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office space of $ 14,320 and $ 41,817 for the three and nine months ended September 30, 2023, respectively, and $ 13,148 and $ 38,757 for the three and nine months ended September 30, 2022, respectively, and variable lease cost, which principally include costs for real estate taxes, common area maintenance and other operating expenses of $ 1,545 and $ 4,434 for the three and nine months ended September 30, 2023, respectively, and $ 1,781 and $ 5,425 for the three and nine months ended September 30, 2022, respectively.
−Removed: In conjunction with the lease of office space, the Company has entered into letters of credit in the amount of $ 5,725 and $ 5,637 as of September 30, 2023 and December 31, 2022, respectively, which are secured by cash that is included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
+Added: Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office space of $ 14,403 and $ 13,428 for the three months ended March 31, 2024 and 2023, respectively, and variable lease cost, which principally include costs for real estate taxes, common area maintenance and other operating expenses of $ 1,528 and $ 1,186 for the three months ended March 31, 2024 and 2023, respectively.
+Added: In conjunction with its lease agreements at 55 East 52nd St., New York, New York, the Company had an option to take on an additional three floors, which it exercised during 2023.
+Added: The Company entered into a lease agreement for this space in January 2024 and anticipates that it will take possession of this space in 2025.
+Added: The lease term will end on December 31, 2035.
+Added: The expected additional annual expense under this lease agreement, net of certain lease incentives, is $ 9,862 .
+Added: In conjunction with the lease of office space, the Company has entered into letters of credit in the amount of $ 5,790 and $ 5,757 as of March 31, 2024 and December 31, 2023, respectively, which are secured by cash that is included in Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition.
The Company has entered into various operating leases for the use of office equipment (primarily computers, printers, copiers and other information technology related equipment).
−Removed: Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office equipment of $ 1,416 and $ 4,201 for the three and nine months ended September 30, 2023, respectively, and $ 1,205 and $ 3,706 for the three and nine months ended September 30, 2022, respectively.
+Added: Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes operating lease cost for office equipment of $ 1,474 and $ 1,450 for the three months ended March 31, 2024 and 2023, respectively.
The Company uses its secured incremental borrowing rate to determine the present value of its right-of-use assets and lease liabilities.
2 unchanged sentences
The Company scales the rates appropriately depending on the life of the leases.
−Removed: The Company incurred net operating cash outflows of $ 37,282 and $ 44,718 for the nine months ended September 30, 2023 and 2022, respectively, related to its operating leases, which was net of cash received from lease incentives of $ 3,056 and $ 867 for the nine months ended September 30, 2023 and 2022, respectively.
+Added: The Company incurred net operating cash outflows of $ 10,691 and $ 15,561 for the three months ended March 31, 2024 and 2023, respectively, related to its operating leases, which was net of cash received from lease incentives of $ 718 for the three months ended March 31, 2024.
Other information as it relates to the Company's operating leases is as follows:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
New Right-of-Use Assets obtained in exchange for new operating lease liabilities $ 880 $ 19,917
−Removed: September 30, 2023 September 30, 2022
+Added: March 31, 2024 March 31, 2023
Weighted-average remaining lease term - operating leases 10.5 years 10.5 years
Weighted-average discount rate - operating leases 4.58 % 4.05 %
−Removed: In the second and third quarters of 2023, the Company's lease for certain floors at 55 East 52nd St., New York, New York commenced.
−Removed: The lease term will end on December 31, 2035.
−Removed: New Right-of-Use Assets obtained in exchange for new operating lease liabilities above for the three and nine months ended September 30, 2023 includes $ 20,773 and $ 156,375 , respectively, related to this space.
−Removed: In December 2022, the Company entered into a lease agreement to take on 38 rentable square feet in New York, New York.
−Removed: The Company's lease of this space commenced in January 2023 and the lease term will end on December 31, 2035.
+Added: As of March 31, 2024, the maturities of the undiscounted operating lease liabilities for which the Company has commenced use are as follows:
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: As of September 30, 2023, the maturities of the undiscounted operating lease liabilities for which the Company has commenced use are as follows:
−Removed: 2023 (October 1 through December 31) $ 11,224
+Added: 2024 (April 1 through December 31) $ 36,221
Thereafter 337,870
5 unchanged sentences
Long-term lease liabilities $ 428,258
−Removed: The Company has entered into certain lease agreements which have not yet commenced and thus are not yet included on the Company's Unaudited Condensed Consolidated Statements of Financial Condition as right-of-use assets and lease liabilities.
+Added: In conjunction with the lease agreement to expand its headquarters at 55 East 52nd St., New York, New York and lease agreements at certain other locations, the Company has entered into certain lease agreements, primarily for office space, which have not yet commenced and thus are not yet included on the Company's Unaudited Condensed Consolidated Statements of Financial Condition as right-of-use assets and lease liabilities.
The Company anticipates that these leases will commence by the end of 2025 and will have lease terms of 3 to 11 years once they have commenced.
−Removed: The additional future payments under these arrangements are $ 197 as of September 30, 2023.
−Removed: In conjunction with its lease agreements at 55 East 52nd St., New York, New York, the Company has an option, subject to definitive documentation, to take on an additional three floors, which it exercised during October 2023.
−Removed: The Company anticipates that it will take possession of this space by the end of 2024 and the lease term will end on December 31, 2035.
+Added: The additional future payments under these arrangements are $ 140,646 as of March 31, 2024.
Note 9 – Fair Value Measurements
8 unchanged sentences
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.
+Added: The Company also periodically holds foreign exchange currency forward contracts, the estimated fair value of which is based on foreign currency exchange rates provided by external 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.
−Removed: The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022:
+Added: The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023:
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: September 30, 2023
+Added: March 31, 2024
Level 1 Level 2 Level 3 Total
10 unchanged sentences
Investment Funds 160,559 — — 160,559
+Added: Other — 1,585 — 1,585
Total Assets Measured At Fair Value $ 1,390,584 $ 1,585 $ — $ 1,392,169
−Removed: (1) Includes $ 3,770 and $ 7,939 of treasury bills classified within Cash and Cash Equivalents on the Unaudited Condensed Consolidated Statements of Financial Condition as of September 30, 2023 and December 31, 2022, respectively.
+Added: (1) Includes $ 9,676 and $ 8,557 of treasury bills classified within Cash and Cash Equivalents on the Unaudited Condensed Consolidated Statements of Financial Condition as of March 31, 2024 and December 31, 2023, respectively.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.
5 unchanged sentences
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: September 30, 2023
+Added: March 31, 2024
Carrying Estimated Fair Value
30 unchanged sentences
Note 10 – Notes Payable
−Removed: 2016 Private Placement Notes
On March 30, 2016, the Company issued an aggregate of $ 170,000 of senior notes, including:
−Removed: $ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 5.23 % Series B senior notes which were originally due March 30, 2023 (the "Series B Notes"), $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 (the "Series C Notes") and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the "2016 Private Placement Notes"), pursuant to a note purchase agreement (the "2016 Note Purchase Agreement") dated as of March 30, 2016, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
−Removed: 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.
−Removed: 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.
−Removed: The 2016 Note Purchase Agreement contains
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: 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.
−Removed: As of September 30, 2023, the Company was in compliance with all of these covenants.
−Removed: On June 28, 2022, the Company prepaid the $ 67,000 aggregate principal amount of its Series B Notes plus the applicable make-whole amount.
−Removed: In conjunction with the June 2022 prepayment and the acceleration of the remaining debt issuance costs, the Company recorded a loss of $ 456 for the nine months ended September 30, 2022, included within Special Charges, Including Business Realignment Costs, on the Unaudited Condensed Consolidated Statements of Operations.
−Removed: 2019 Private Placement Notes
+Added: $ 38,000 aggregate principal amount of its 4.88 % Series A senior notes which were due March 30, 2021 (the "Series A Notes"), $ 67,000 aggregate principal amount of its 5.23 % Series B senior notes which were originally due March 30, 2023 ("Series B Notes"), $ 48,000 aggregate principal amount of its 5.48 % Series C senior notes due March 30, 2026 (the "Series C Notes") and $ 17,000 aggregate principal amount of its 5.58 % Series D senior notes due March 30, 2028 (the "Series D Notes" and together with the Series A Notes, the Series B Notes and the Series C Notes, the "2016 Private Placement Notes"), pursuant to a note purchase agreement (the "2016 Note Purchase Agreement") dated as of March 30, 2016, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
On August 1, 2019, the Company issued $ 175,000 and £ 25,000 of senior unsecured notes through private placement.
1 unchanged sentence
These notes include:
−Removed: $ 75,000 aggregate principal amount of its 4.34 % Series E senior notes due August 1, 2029 (the "Series E Notes"), $ 60,000 aggregate principal amount of its 4.44 % Series F senior notes due August 1, 2031 (the "Series F Notes"), $ 40,000 aggregate principal amount of its 4.54 % Series G senior notes due August 1, 2033 (the "Series G Notes") and £ 25,000 aggregate principal amount of its 3.33 % Series H senior notes due August 1, 2033 (the "Series H Notes" and together with the Series E Notes, the Series F Notes and the Series G Notes, the "2019 Private Placement Notes"), each of which were issued pursuant to a note purchase agreement dated as of August 1, 2019 (the "2019 Note Purchase Agreement"), among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of September 30, 2023, the Company was in compliance with all of these covenants.
−Removed: 2021 Private Placement Notes
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of September 30, 2023, the Company was in compliance with all of these covenants.
−Removed: 2022 Private Placement Notes
−Removed: On June 28, 2022, the Company issued $ 67,000 aggregate principal amount of its 4.61 % Series J senior notes due November 15, 2028 (the "Series J Notes" or the "2022 Private Placement Notes"), pursuant to a note purchase agreement (the "2022 Note Purchase Agreement") dated as of June 28, 2022, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
+Added: $ 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
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: As of September 30, 2023, the Company was in compliance with all of these covenants.
−Removed: Notes Payable is comprised of the following as of September 30, 2023 and December 31, 2022:
+Added: 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.
+Added: On March 29, 2021, the Company issued $ 38,000 aggregate principal amount of its 1.97 % Series I senior notes due August 1, 2025 (the "Series I Notes" or the "2021 Private Placement Notes"), pursuant to a note purchase agreement (the "2021 Note Purchase Agreement") dated as of March 29, 2021, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
+Added: On June 28, 2022, the Company issued $ 67,000 aggregate principal amount of its 4.61 % Series J senior notes due November 15, 2028 (the "Series J Notes" or the "2022 Private Placement Notes"), pursuant to a note purchase agreement (the "2022 Note Purchase Agreement") dated as of June 28, 2022, among the Company and the purchasers party thereto in a private placement exempt from registration under the Securities Act of 1933.
+Added: Interest on the above issuances is payable semi-annually and the notes are guaranteed by certain of the Company's domestic subsidiaries.
+Added: The Company may, at its option, prepay all, or from time to time any part of, the notes (without regard to Series), in an amount not less than 5 % of the aggregate principal amount of each of the individual issuances 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 notes will have the right to require the Company to prepay the entire unpaid principal amounts held by each holder of the notes plus accrued and unpaid interest to the prepayment date.
+Added: The respective Note Purchase Agreements contain customary covenants, including financial covenants requiring compliance with a maximum leverage ratio, a minimum tangible net worth and a minimum interest coverage ratio (for the 2016 Private Placement Notes only), and customary events of default.
+Added: As of March 31, 2024, the Company was in compliance with all of these covenants.
+Added: Notes Payable is comprised of the following as of March 31, 2024 and December 31, 2023:
Carrying Value (1)
−Removed: Note Maturity Date Effective Annual Interest Rate September 30, 2023 December 31, 2022
+Added: Note Maturity Date Effective Annual Interest Rate March 31, 2024 December 31, 2023
Evercore Inc.
26 unchanged sentences
Stockholders' Equity
−Removed: Dividends – On October 24, 2023, the Company's Board of Directors declared a quarterly cash dividend of $ 0.76 per share to the holders of record of shares of Class A common stock ("Class A Shares") as of November 24, 2023, which will be paid on December 8, 2023.
−Removed: During the three and nine months ended September 30, 2023, the Company declared and paid dividends of $ 0.76 and $ 2.24 per share, respectively, totaling $ 28,592 and $ 85,202 , respectively, and accrued deferred cash dividends on unvested restricted stock units ("RSUs") totaling $ 4,058 and $ 12,717 , respectively.
−Removed: The Company also paid deferred cash dividends of $ 185 and $ 13,854 during the three and nine months ended September 30, 2023, respectively.
−Removed: During the three and nine months ended September 30, 2022, the Company declared and paid dividends of $ 0.72 and $ 2.12 per share, respectively, totaling $ 28,052 and $ 83,739 , respectively, and accrued deferred cash dividends on unvested RSUs totaling $ 2,883 and $ 11,245 , respectively.
−Removed: The Company also paid deferred cash dividends of $ 166 and $ 15,347 during the three and nine months ended September 30, 2022, respectively.
−Removed: Treasury Stock – During the three months ended September 30, 2023, the Company purchased 17 Class A Shares from employees at an average cost per share of $ 135.28 , primarily for the net settlement of stock-based compensation awards, and 280 Class A Shares at an average cost per share of $ 137.79 pursuant to the Company's share repurchase program.
−Removed: The aggregate 297 Class A Shares were purchased at an average cost per share of $ 137.65 and the result of these purchases was an increase in Treasury Stock of $ 40,817 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2023.
−Removed: During the nine months ended September 30, 2023, the Company purchased 953 Class A Shares from employees at an average cost per share of $ 131.34 , primarily for the net settlement of stock-based compensation awards, and 2,033 Class A Shares at an average cost per share of $ 127.85 pursuant to the Company's share repurchase program.
−Removed: The aggregate 2,986 Class A Shares were purchased at an average cost per share of $ 128.97 and the result of these purchases was an increase in Treasury Stock of $ 385,053 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2023.
+Added: Dividends – On April 23, 2024, the Company's Board of Directors declared a quarterly cash dividend of $ 0.80 per share to the holders of record of shares of Class A common stock ("Class A Shares") as of May 31, 2024, which will be paid on June 14, 2024.
+Added: During the three months ended March 31, 2024, the Company declared and paid dividends of $ 0.76 per share, totaling $ 29,309 , and accrued deferred cash dividends on unvested restricted stock units ("RSUs") totaling $ 4,028 .
+Added: During the three months ended March 31, 2024, the Company also paid deferred cash dividends of $ 13,927 .
+Added: During the three months ended March 31, 2023, the Company declared and paid dividends of $ 0.72 per share, totaling $ 27,672 , and accrued deferred cash dividends on unvested RSUs totaling $ 4,205 .
+Added: During the three months ended March 31, 2023, the Company also paid deferred cash dividends of $ 13,521 .
+Added: Treasury Stock – During the three months ended March 31, 2024, the Company purchased 934 Class A Shares from employees at an average cost per share of $ 176.35 , primarily for the net settlement of stock-based compensation awards, and 553 Class A Shares at an average cost per share of $ 178.21 pursuant to the Company's share repurchase program.
+Added: The aggregate 1,487 Class A Shares were purchased at an average cost per share of $ 177.04 and the result of these purchases was an increase
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: LP Units – During the three and nine months ended September 30, 2023, 38 and 82 Evercore LP partnership units ("LP Units"), respectively, were exchanged for Class A Shares, resulting in an increase to Class A Common Stock of $ 1 for the three and nine months ended September 30, 2023, and an increase to Additional Paid-In Capital of $ 2,353 and $ 5,127 for the three and nine months ended September 30, 2023, respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2023.
+Added: in Treasury Stock of $ 263,297 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of March 31, 2024.
+Added: LP Units – During the three months ended March 31, 2024, 91 Evercore LP partnership units ("LP Units") were exchanged for Class A Shares, resulting in an increase to Class A Common Stock and Additional Paid-In Capital of $ 1 and $ 6,145 , respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of March 31, 2024.
See Note 12 for further information.
−Removed: Accumulated Other Comprehensive Income (Loss) – As of September 30, 2023, Accumulated Other Comprehensive Income (Loss) on the Company's Unaudited Condensed 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 ($ 5,398 ) and ($ 22,527 ), respectively.
+Added: Accumulated Other Comprehensive Income (Loss) – As of March 31, 2024, Accumulated Other Comprehensive Income (Loss) on the Company's Unaudited Condensed 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 ($ 5,333 ) and ($ 24,429 ), respectively.
Note 12 – Noncontrolling Interest
2 unchanged sentences
Noncontrolling ownership interests for the Company's subsidiaries were as follows:
−Removed: As of September 30,
+Added: As of March 31,
Evercore LP 6 % 7 %
Evercore Wealth Management ("EWM") (1)
−Removed: (1) On February 24, 2022, 2,545 Class E limited partnership units of Evercore LP ("Class E LP Units") were exchanged for 2,545 Class A Shares, which resulted in a decrease in noncontrolling interest of Evercore LP.
−Removed: For further information see " LP Units Exchanged" below.
−Removed: (2) Noncontrolling Interests as of September 30, 2022 represent a blended rate for multiple classes of interests in EWM.
+Added: (1) Noncontrolling Interests as of March 31, 2023 represent a blended rate for multiple classes of interests in EWM.
The Noncontrolling Interests for Evercore LP and EWM have rights, in certain circumstances, to convert into Class A Shares.
−Removed: The Company has outstanding Class A limited partnership units of Evercore LP ("Class A LP Units"), Class E LP Units, Class I limited partnership units of Evercore LP ("Class I LP Units") and Class K limited partnership units of Evercore LP ("Class K LP Units"), which give the holders the right to receive Class A Shares upon exchange on a one-for-one basis.
+Added: The Company has outstanding Class A limited partnership units of Evercore LP ("Class A LP Units"), Class E limited partnership units of Evercore LP ("Class E LP Units"), Class I limited partnership units of Evercore LP ("Class I LP Units") and Class K limited partnership units of Evercore LP ("Class K LP Units"), which give the holders the right to receive Class A Shares upon exchange on a one -for-one basis.
See Note 13 for further information.
−Removed: 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.
−Removed: This transaction may be settled in cash, Evercore LP Units or Class A shares of the Company, at the Company’s discretion.
−Removed: 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 %.
−Removed: As of September 30, 2023, the EWM members held 26 % of the outstanding EWM Units.
−Removed: Changes in Noncontrolling Interest for the three and nine months ended September 30, 2023 and 2022 were as follows:
+Added: Changes in Noncontrolling Interest for the three months ended March 31, 2024 and 2023 were as follows:
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
Beginning balance $ 205,556 $ 189,607
6 unchanged sentences
Distributions to Noncontrolling Interests ( 9,438 ) ( 10,390 )
−Removed: Issuance of Noncontrolling Interest — — 733 300
−Removed: Purchase of Noncontrolling Interest — ( 108 ) ( 158 ) ( 195 )
Total Other Items ( 9,438 ) ( 10,390 )
Ending balance $ 203,454 $ 193,278
−Removed: Other Comprehensive Income – Other Comprehensive Income (Loss) Attributed to Noncontrolling Interest includes unrealized gains (losses) on securities and investments, net, of $ 2 and ($ 281 ) for the three and nine months ended September 30, 2023, respectively, and $ 109 and $ 137 for the three and nine months ended September 30, 2022, respectively, and foreign currency translation adjustment gains (losses), net, of ($ 749 ) and $ 248 for the three and nine months ended September 30, 2023, respectively, and ($ 2,097 ) and ($ 4,072 ) for the three and nine months ended September 30, 2022, respectively.
−Removed: LP Units Exchanged – On February 24, 2022, the Company entered into an agreement (the "Exchange Agreement") with ISI Holding, Inc.
−Removed: ("ISI Holding"), the principal stockholder of which is Ed Hyman, an executive officer of the Company.
−Removed: 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.
−Removed: 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.
−Removed: The parties have relied on the exemption from the registration requirements of the Securities Act of 1933 under Section 4(a)(2) thereof for the Exchange.
−Removed: During the three and nine months ended September 30, 2023, 38 and 82 LP Units, respectively, were exchanged for Class A Shares.
−Removed: This resulted in a decrease to Noncontrolling Interest of $ 2,354 and $ 5,128 for the three and nine months ended September 30, 2023, respectively, an increase to Additional Paid-In Capital of $ 2,353 and $ 5,127 for the three and nine months ended September 30, 2023, respectively, and an increase to Class A Common Stock of $ 1 for the three and nine months ended September 30, 2023 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2023.
+Added: Other Comprehensive Income – Other Comprehensive Income (Loss) Attributed to Noncontrolling Interest includes unrealized gains (losses) on securities and investments, net, of ($ 6 ) and ($ 283 ) for the three months ended March 31, 2024 and 2023, respectively, and foreign currency translation adjustment gains (losses), net, of ($ 293 ) and $ 499 for the three months ended March 31, 2024 and 2023, respectively.
+Added: LP Units Exchanged – During the three months ended March 31, 2024, 91 LP Units were exchanged for Class A Shares.
+Added: This resulted in a decrease to Noncontrolling Interest of $ 6,146 and increases to Class A Common Stock and Additional Paid-In Capital of $ 1 and $ 6,145 , respectively, on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of March 31, 2024.
See Note 11 for further information.
−Removed: Interests Purchased – During the second quarter of 2023, the Company purchased, at fair value, an additional 0.7 % of the EWM Class A Units for $ 2,002 .
−Removed: This purchase resulted in a decrease to Noncontrolling Interest of $ 158 and a decrease to Additional Paid-In Capital of $ 1,844 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2023.
−Removed: During the third quarter of 2022, the Company purchased, at fair value, an additional 0.5 % of the EWM Class A Units for $ 1,706 .
−Removed: This purchase resulted in a decrease to Noncontrolling Interest of $ 108 and a decrease to Additional Paid-In Capital of $ 1,598 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2022.
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: During the first quarter of 2022, the Company purchased, at fair value, an additional 0.4 % of the EWM Class A Units for $ 1,448 .
−Removed: This purchase resulted in a decrease to Noncontrolling Interest of $ 87 and a decrease to Additional Paid-In Capital of $ 1,361 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2022.
−Removed: On December 31, 2021, the Company purchased, at fair value, all of the outstanding Class R Interests of Private Capital Advisory L.P.
−Removed: from employees of the RECA business for $ 54,297 .
−Removed: Consideration for this transaction included the payment of $ 6,000 of cash in 2021, $ 27,710 of cash during the nine months ended September 30, 2022, and contingent cash consideration which is due to be settled in early 2024.
−Removed: The Company paid $ 181 and $ 896 of this contingent cash consideration during the three and nine months ended September 30, 2023, respectively.
−Removed: The fair value of the remaining contingent consideration is $ 2,447 as of September 30, 2023, $ 1,980 of which is included within Payable to Employees and Related Parties and the remainder of which is included within Other Current Liabilities on the Company's Unaudited Condensed Consolidated Statements of Financial Condition, and $ 6,119 as of December 31, 2022, $ 1,083 of which was included within Other Current Liabilities and the remainder of which was included within Other Long-term Liabilities on the Company's Unaudited Condensed Consolidated Statements of Financial Condition.
−Removed: The amount of contingent consideration to be paid is dependent on the RECA business achieving certain revenue performance targets.
−Removed: The change in the fair value of contingent consideration increased Other Operating Expenses by $ 51 for the three months ended September 30, 2023 and reduced Other Operating Expenses by $ 2,408 for the nine months ended September 30, 2023, and reduced Other Operating Expenses by $ 8,784 and $ 12,062 for the three and nine months ended September 30, 2022, respectively, on the Unaudited Condensed Consolidated Statements of Operations.
+Added: Interests Purchased – On December 31, 2021, the Company purchased, at fair value, all of the outstanding Class R Interests of Private Capital Advisory L.P.
+Added: from employees of the Real Estate Capital Advisory ("RECA") business for $ 54,297 .
+Added: Consideration for this transaction included the payment of $ 6,000 of cash in 2021, $ 27,710 of cash in 2022, and contingent cash consideration which was settled during 2023 and the first quarter of 2024.
+Added: The Company paid contingent cash consideration of $ 715 during the first quarter of 2023 and $ 2,023 during the first quarter of 2024, representing the final payment under this arrangement.
+Added: The fair value of the remaining contingent consideration was $ 2,023 as of December 31, 2023, which is included within Payable to Employees and Related Parties on the Company's Unaudited Condensed Consolidated Statement of Financial Condition.
+Added: The amount of contingent consideration to be paid was dependent on the RECA business achieving certain revenue performance targets.
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, the Company also issued a payment in the first quarter of 2023 and will issue another payment in early 2024, contingent on continued employment with the Company.
+Added: In conjunction with this transaction, the Company also issued payments in the first quarter of 2023 and 2024, contingent on continued employment with the Company.
Accordingly, these payments are treated as compensation expense for accounting purposes in the periods earned.
−Removed: These payments are also dependent on the RECA business achieving certain revenue performance targets.
+Added: These payments were also dependent on the RECA business achieving certain revenue performance targets.
Note 13 – Net Income Per Share Attributable to Evercore Inc.
1 unchanged sentence
The calculations of basic and diluted net income per share attributable to Evercore Inc.
−Removed: common shareholders for the three and nine months ended September 30, 2023 and 2022 are described and presented below.
+Added: common shareholders for the three months ended March 31, 2024 and 2023 are described and presented below.
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
Basic Net Income Per Share Attributable to Evercore Inc.
17 unchanged sentences
Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method (2)
−Removed: 2,082 1,279 1,640 1,513
Shares that are contingently issuable (3)
−Removed: 95 134 88 216
Diluted weighted average Class A Shares outstanding 41,080 40,439
2 unchanged sentences
(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.
−Removed: During the three and nine months ended September 30, 2023 and 2022, 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.
+Added: During the three months ended March 31, 2024 and 2023, 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.
−Removed: common shareholders if the effect would have been dilutive were 2,790 and 2,787 for the three and nine months ended September 30, 2023, respectively, and 2,650 and 3,078 for the three and nine months ended September 30, 2022, respectively.
−Removed: The adjustment to the numerator, diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $ 4,422 and $ 14,326 for the three and nine months ended September 30, 2023, respectively, and $ 6,123 and $ 32,853 for the three and nine months ended September 30, 2022, respectively.
+Added: common shareholders if the effect would have been dilutive were 2,609 and 2,756 for the three months ended March 31, 2024 and 2023, respectively.
+Added: The adjustment to the numerator, diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $ 6,212 and $ 6,986 for the three months ended March 31, 2024 and 2023, 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.
2 unchanged sentences
The Company does not anticipate that the Class A, E, I and K LP Units will result in a dilutive computation in future periods.
+Added: (2) During the three months ended March 31, 2024 and 2023, certain shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method, were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income per share attributable to Evercore Inc.
+Added: common shareholders.
+Added: The shares that would have been included in the treasury stock method calculation if the effect would have been dilutive were 44 and 2,239 for the three months ended March 31, 2024 and 2023, respectively.
+Added: (3) The Company has outstanding Class K-P units of Evercore LP ("Class K-P Units") which are contingently exchangeable into Class K LP Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved.
+Added: See Note 14 for further information.
+Added: For the purposes of calculating diluted net income per share attributable to Evercore
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: (2) During the three and nine months ended September 30, 2022, certain shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method, 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.
−Removed: common shareholders.
−Removed: The shares that would have been included in the treasury stock method calculation if the effect would have been dilutive were 3,112 and 2,010 for the three and nine months ended September 30, 2022, respectively.
−Removed: (3) The Company previously had outstanding Class I-P units of Evercore LP ("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 of Evercore LP ("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.
−Removed: On March 1, 2022, all of the Class I-P Units converted to Class I LP Units.
−Removed: See Note 14 for further information.
−Removed: For the purposes of calculating diluted net income per share attributable to Evercore Inc.
−Removed: 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.
+Added: common shareholders, the Company's 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.
3 unchanged sentences
Note 14 – Share-Based and Other Deferred Compensation
−Removed: Evercore LP Units
−Removed: 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).
−Removed: 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.
−Removed: Compensation expense related to this award was $ 753 for the nine months ended September 30, 2022 .
Class K-P Units – The Company has awarded the following Class K-P Units:
−Removed: • In June 2019, the Company awarded 220 Class K-P Units to an employee of the Company.
−Removed: 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.
+Added: • In June 2019, the Company awarded 220 Class K-P Units.
+Added: These Class K-P Units convert into a number of Class K LP Units (which are exchangeable on a one -for-one basis to Class A Shares) contingent and based upon the achievement of certain defined benchmark results and continued service through February 4, 2023 for the first tranche, which consisted 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 and service conditions.
The second tranche of these Class K-P Units may convert into a maximum of 173 Class K LP Units, contingent upon the achievement of defined benchmark results and continued service as described above.
−Removed: • In December 2021, the Company awarded 400 Class K-P Units to certain employees of the Company.
+Added: • In December 2021, the Company awarded 400 Class K-P Units.
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.
1 unchanged sentence
These Class K-P Units may convert into a maximum of 800 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service, as described above.
−Removed: • In December 2022, the Company awarded 200 Class K-P Units to an employee of the Company.
+Added: • In December 2022, the Company awarded 200 Class K-P Units.
These Class K-P Units are segregated into four tranches of 50 Class K-P Units each.
−Removed: 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
+Added: The first three tranches each convert into 50 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 and continued service through February 28, 2028.
+Added: As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.
+Added: These Class K-P Units may convert into a maximum of 320 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.
+Added: • In June 2023, the Company awarded 60 Class K-P Units.
+Added: 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 June 30, 2027.
+Added: As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period of the award and will reflect the fair value of the underlying units as determined at the award's grant date, taking into account the probable outcome of the market condition being achieved, as well as the probable outcome of the performance condition.
+Added: These Class K-P Units may convert into 60 Class K LP Units contingent upon the achievement of certain market conditions and continued service, while additional units may be received upon conversion based on the level of defined benchmark results achieved.
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: 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.
−Removed: 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.
−Removed: These Class K-P Units may convert into a maximum of 320 Class K LP Units, contingent upon the achievement of certain market conditions, defined benchmark results and continued service as described above.
−Removed: • In June 2023, the Company awarded 60 Class K-P Units to an employee of the Company.
−Removed: These 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 June 30, 2027.
−Removed: As this award contains market, performance and service conditions, the expense for this award will be recognized over the service period 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.
−Removed: These Class K-P Units may convert into 60 Class K LP Units contingent upon the achievement of certain market conditions and continued service, while additional units may be received in conversion based on a multiple of certain revenues earned.
−Removed: The Company determined the grant date fair value of these awards probable to vest as of September 30, 2023 to be $ 106,137 , related to 956 Class K LP Units which were probable of achievement, and recognizes expense for these units over the respective service periods.
−Removed: Aggregate compensation expense related to the Class K-P Units was $ 6,467 and $ 19,001 for the three and nine months ended September 30, 2023, respectively, and $ 5,403 and $ 17,179 for the three and nine months ended September 30, 2022, respectively.
−Removed: Class L Interests – In April 2021, January 2022 and January 2023, 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 receive a discretionary distribution of profits from Evercore LP, paid in the first quarters of 2022, 2023 and 2024, respectively.
+Added: The Company determined the grant date fair value of these awards probable to vest as of March 31, 2024 to be $ 103,664 , related to 890 Class K LP Units which were probable of achievement, and recognizes expense for these units over the respective service periods.
+Added: Aggregate compensation expense related to the Class K-P Units was $ 6,279 and $ 6,407 for the three months ended March 31, 2024 and 2023, respectively.
+Added: In April 2024, the Company's Board of Directors approved the issuance of approximately 325 Class K-P Units.
+Added: 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 April 1, 2029.
+Added: Class L Interests
+Added: In January 2022, 2023 and 2024, 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, paid in the first quarters of 2023, 2024 and 2025, respectively.
Distributions pursuant to these interests are 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 2022, 2023 and 2024, respectively.
−Removed: Following the distributions in 2021 and 2022, the Class L Interests were cancelled pursuant to their terms.
−Removed: The Company records expense related to these interests as part of its accrual for incentive compensation within Employee Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Operations.
+Added: Following the distributions, the Class L Interests are cancelled pursuant to their terms.
+Added: The Company records expense related to these Class L interests as part of its accrual for incentive compensation within Employee Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Operations.
Stock Incentive Plan
6 unchanged sentences
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.
−Removed: The total shares available to be granted in the future under the Second Amended 2016 Plan was 5,179 as of September 30, 2023.
+Added: The total shares available to be granted in the future under the Second Amended 2016 Plan was 3,543 as of March 31, 2024.
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.
3 unchanged sentences
A change in estimated forfeitures is recognized through a cumulative adjustment in the period of the change.
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
Equity Grants
−Removed: During the nine months ended September 30, 2023, pursuant to the Second Amended 2016 Plan, the Company granted employees 2,450 RSUs that are Service-based Awards.
−Removed: Service-based Awards granted during the nine months ended September 30, 2023 had grant date fair values of $ 107.89 to $ 142.25 per share, with an average value of $ 135.70 per share, for an aggregate fair value of $ 332,488 , and generally vest ratably over four years .
−Removed: During the nine months ended September 30, 2023, 2,187 Service-based Awards vested and 158 Service-based Awards were forfeited.
−Removed: Compensation expense related to Service-based Awards was $ 70,458 and $ 216,253 for the three and nine months ended September 30, 2023, respectively, and $ 63,385 and $ 191,229 for the three and nine months ended September 30, 2022, respectively.
+Added: During the three months ended March 31, 2024, pursuant to the Second Amended 2016 Plan, the Company granted employees 1,646 RSUs that are Service-based Awards.
+Added: Service-based Awards granted during the three months ended March 31, 2024 had grant date fair values of $ 148.49 to $ 187.12 per share, with an average value of $ 182.53 per share, for an aggregate fair value of $ 300,520 , and generally vest ratably over four years .
+Added: During the three months ended March 31, 2024, 2,068 Service-based Awards vested and 5 Service-based Awards were forfeited.
+Added: Compensation expense related to Service-based Awards was $ 72,178 and $ 66,488 for the three months ended March 31, 2024 and 2023, respectively.
Deferred Cash
Deferred Cash Compensation Program – The Company's deferred cash compensation program provides participants the ability to elect to receive a portion of their deferred compensation in cash, which is indexed to notional investment portfolios selected by the participant and generally vests ratably over four years and requires payment upon vesting.
−Removed: The Company granted $ 162,748 of deferred cash awards pursuant to the deferred cash compensation program during the first quarter of 2023.
−Removed: Compensation expense related to the Company's deferred cash compensation program was $ 32,323 and $ 114,990 for the three and nine months ended September 30, 2023, respectively, and $ 30,040 and $ 89,025 for the three and nine months ended September 30, 2022, respectively.
−Removed: As of September 30, 2023, the Company expects to pay an aggregate of $ 350,188 related to the Company's deferred cash compensation program at various dates through 2027 and total compensation expense not yet recognized related to these awards was $ 200,933 .
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: granted $ 143,220 of deferred cash awards pursuant to the deferred cash compensation program during the three months ended March 31, 2024.
+Added: Compensation expense related to the Company's deferred cash compensation program was $ 43,994 and $ 39,762 for the three months ended March 31, 2024 and 2023, respectively.
+Added: As of March 31, 2024, the Company expects to pay an aggregate of $ 375,382 related to the Company's deferred cash compensation program at various dates through 2028 and total compensation expense not yet recognized related to these awards was $ 292,975 .
The weighted-average period over which this compensation cost is expected to be recognized is 36 months.
1 unchanged sentence
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 payment amount of $ 35,000 , of which $ 11,000 vested on March 1, 2019 and $ 6,000 vested on each of March 1, 2020, 2021, 2022 and 2023, upon the achievement of service conditions.
−Removed: In 2017, the Company granted deferred cash awards of $ 29,500 to certain employees.
−Removed: These awards vested in five equal installments over the period ending June 30, 2022, subject to continued employment.
−Removed: The Company recognized expense for these awards ratably over the vesting period.
−Removed: During the first quarter of 2022, the Company granted $ 19,861 of deferred cash awards to certain employees.
+Added: During the first quarter of 2024 and 2022, the Company granted $ 6,662 and $ 19,861 , respectively, of deferred cash awards to certain employees.
These awards vest ratably over one to two years .
1 unchanged sentence
The Company recognizes expense for these awards ratably over the vesting period.
−Removed: Compensation expense related to other deferred cash awards was $ 2,374 and $ 9,126 for the three and nine months ended September 30, 2023, respectively, and $ 3,139 and $ 12,466 for the three and nine months ended September 30, 2022, respectively.
+Added: Compensation expense related to other deferred cash awards was $ 4,026 and $ 4,328 for the three months ended March 31, 2024 and 2023, respectively.
Long-term Incentive Plan
The Company's Long-term Incentive Plans provide 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", which ended on December 31, 2020) and January 1, 2021 (the "2021 Long-term Incentive Plan", which was approved by the Company's Board of Directors in April 2021 and modified in July 2021).
−Removed: The vesting period for the 2017 Long-term Incentive Plan ended on March 15, 2023 and in conjunction with this plan, the Company distributed cash payments of $ 48,331 in the nine months ended September 30, 2023, $ 3,940 in the nine months ended September 30, 2022 and $ 92,938 in the year ended December 31, 2021 (including the first cash distribution made in March 2021 of $ 48,461 , and an additional cash distribution made in December 2021 of $ 44,477 , related to the acceleration of certain amounts due in the first quarter of 2022).
−Removed: Amounts accrued pursuant to the 2021 Long-term Incentive Plan of $ 117,790 are included within Other Long-Term Liabilities on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2023 and may be paid in cash or Class A Shares, at the Company's discretion, in the first quarter of 2025, 2026 and 2027, subject to employment at the time of payment.
−Removed: The Company periodically assesses the probability of the benchmarks being achieved and expenses the probable payout over the requisite
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: service period of the award.
−Removed: The Company recorded compensation expense related to the 2017 Long-term Incentive Plan and 2021 Long-term Incentive Plan of $ 7,547 and $ 29,803 for the three and nine months ended September 30, 2023, respectively, and $ 16,152 and $ 45,414 for the three and nine months ended September 30, 2022, respectively.
−Removed: As of September 30, 2023, 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 $ 113,459 .
+Added: The vesting period for the 2017 Long-term Incentive Plan ended on March 15, 2023 and in conjunction with this plan, the Company distributed cash payments of $ 48,331 in the three months ended March 31, 2023, $ 3,940 in the three months ended March 31, 2022 and $ 92,938 in the year ended December 31, 2021 (including the first cash distribution made in March 2021 of $ 48,461 , and an additional cash distribution made in December 2021 of $ 44,477 , related to the acceleration of certain amounts due in the first quarter of 2022).
+Added: As of March 31, 2024, the Company has accrued $ 139,608 pursuant to the 2021 Long-term Incentive Plan, including $ 46,504 within Accrued Compensation and Benefits and $ 93,104 within Other Long-term Liabilities, on the Unaudited Condensed Consolidated Statement of Financial Condition.
+Added: Amounts due are to be paid in cash or Class A Shares, at the Company's discretion, in the first quarter of 2025, 2026 and 2027, subject to employment at the time of payment.
+Added: The Company periodically assesses the probability of the benchmarks being achieved and expenses the probable payout over the requisite service period of the award.
+Added: The Company recorded compensation expense related to the 2017 Long-term Incentive Plan and 2021 Long-term Incentive Plan of $ 10,954 and $ 12,640 for the three months ended March 31, 2024 and 2023, respectively.
+Added: As of March 31, 2024, 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 $ 87,236 .
Employee Loans Receivable
2 unchanged sentences
In circumstances where the employee meets the Company's minimum credit standards, the Company amortizes these awards to compensation expense over the relevant service period, which is generally the period they are subject to forfeiture.
−Removed: Compensation expense related to these awards was $ 7,573 and $ 19,313 for the three and nine months ended September 30, 2023, respectively, and $ 8,229 and $ 21,668 for the three and nine months ended September 30, 2022, respectively.
−Removed: As of September 30, 2023, the total compensation cost not yet recognized related to these awards was $ 47,823 .
+Added: Compensation expense related to these awards was $ 6,615 and $ 4,646 for the three months ended March 31, 2024 and 2023, respectively.
+Added: As of March 31, 2024, the total compensation cost not yet recognized related to these awards was $ 48,823 .
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
Separation and Transition Benefits
−Removed: 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 nine months ended September 30, 2023 and 2022:
−Removed: For the Nine Months Ended September 30,
+Added: The following table presents the change in the Company's liability related to separation benefits, stay arrangements and accelerated deferred cash compensation (together, the "Termination Costs") for the three months ended March 31, 2024 and 2023:
+Added: For the Three Months Ended March 31,
Beginning Balance $ 2,824 $ 4,997
3 unchanged sentences
Ending Balance $ 1,166 $ 1,139
−Removed: In addition to the above Termination Costs incurred, the Company also incurred expenses related to the acceleration of the amortization of share-based payments previously granted to affected employees of $ 2,030 and $ 4,288 for the three and nine months ended September 30, 2023, respectively, (related to 39 RSUs) and $ 641 and $ 1,335 for the three and nine months ended September 30, 2022, respectively, (related to 17 RSUs) recorded in Employee Compensation and Benefits, within the Investment Banking & Equities segment, on the Company's Unaudited Condensed Consolidated Statements of Operations.
+Added: In addition to the above Termination Costs incurred, for the three months ended March 31, 2024 and 2023, the Company also incurred expenses related to the acceleration of the amortization of share-based payments previously granted to affected employees of $ 1,835 and $ 564 , respectively (related to 19 and 6 RSUs, respectively) recorded in Employee Compensation and Benefits, within the Investment Banking & Equities segment, on the Company's Unaudited Condensed Consolidated Statements of Operations.
Note 15 – Commitments and Contingencies
For a further discussion of the Company's commitments, refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
−Removed: Private Equity – As of September 30, 2023, the Company had unfunded commitments for capital contributions of $ 2,592 to private equity funds.
+Added: Private Equity – As of March 31, 2024, the Company had unfunded commitments for capital contributions of $ 2,584 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.
1 unchanged sentence
Lines of Credit – 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, as amended on June 29, 2023, in an aggregate principal amount of up to $ 30,000 (the "Existing PNC Facility") to be used for working capital and other corporate activities.
+Added: ("East") entered into a revolving credit facility with PNC Bank, National Association ("PNC") as amended on June 29, 2023, in an aggregate principal amount of up to $ 30,000 (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.
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.
−Removed: The Company and its consolidated subsidiaries were in compliance with these covenants as of September 30, 2023.
−Removed: The interest rate provisions are Daily SOFR
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: plus 161 basis points and the maturity date is October 27, 2024.
−Removed: There were no drawings under this facility at September 30, 2023.
−Removed: 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 $ 55,000 to be used for working capital and other corporate activities.
+Added: The Company and its consolidated subsidiaries were in compliance with these covenants as of March 31, 2024.
+Added: The interest rate provisions are Daily SOFR plus 161 basis points and the maturity date is October 27, 2024.
+Added: There were no drawings under this facility at March 31, 2024.
+Added: East entered into an additional revolving credit facility with PNC, as amended on June 29, 2023, in an aggregate principal amount 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.
−Removed: The Company and its consolidated subsidiaries were in compliance with these covenants as of September 30, 2023.
+Added: The Company and its consolidated subsidiaries were in compliance with these covenants as of March 31, 2024.
The interest rate provisions are 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.
−Removed: There were no drawings under this facility at September 30, 2023.
−Removed: EGL entered into a subordinated revolving credit facility with PNC, as amended on October 31, 2022, in an aggregate principal amount of up to $ 75,000 , to be used as needed in support of capital requirements from time to time of EGL.
+Added: There were no drawings under this facility at March 31, 2024.
+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 $ 75,000 , 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 28, 2025.
−Removed: There were no drawings under this facility at September 30, 2023.
+Added: There were no drawings under this facility at March 31, 2024.
In addition, EGL's clearing broker provides temporary funding for the settlement of securities transactions.
−Removed: 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.
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: Other Commitments – The Company had 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.
−Removed: The Company’s consideration for this transaction included contingent cash consideration which is due to be settled in 2024.
−Removed: The Company paid $ 181 and $ 896 of this contingent cash consideration during the three and nine months ended September 30, 2023, respectively.
−Removed: The fair value of the remaining contingent consideration is $ 2,447 as of September 30, 2023, $ 1,980 of which is included within Payable to Employees and Related Parties and the remainder of which is included within Other Current Liabilities on the Company's Unaudited Condensed Consolidated Statements of Financial Condition, and $ 6,119 as of December 31, 2022, $ 1,083 of which was included within Other Current Liabilities and the remainder of which was included within Other Long-term Liabilities on the Company's Unaudited Condensed Consolidated Statements of Financial Condition.
−Removed: The amount of contingent consideration to be paid is dependent on the RECA business achieving certain revenue performance targets.
+Added: Consideration for this transaction includes contingent cash consideration which was settled during 2023 and the first quarter of 2024.
+Added: The Company paid contingent cash consideration of $ 715 during the first quarter of 2023 and $ 2,023 during the first quarter of 2024, representing the final payment under this arrangement.
+Added: The fair value of the remaining contingent consideration was $ 2,023 as of December 31, 2023, which is included within Payable to Employees and Related Parties on the Company's Unaudited Condensed Consolidated Statement of Financial Condition.
+Added: The amount of contingent consideration to be paid was dependent on the RECA business achieving certain revenue performance targets.
See Note 12 for further information.
Restricted Cash – The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Unaudited Condensed Consolidated Statements of Financial Condition that sum to the total of amounts shown in the Unaudited Condensed Consolidated Statements of Cash Flows:
−Removed: September 30,
Cash and Cash Equivalents $ 569,776 $ 579,190
7 unchanged sentences
The Company also maintains stop-loss insurance for its medical plan to provide coverage for claims over a defined financial threshold.
−Removed: The estimated present value of incurred but not reported claims is $ 3,165 as of September 30, 2023, which is included within Accrued Compensation and Benefits on the Unaudited Condensed Consolidated Statement of Financial Condition.
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: The estimated present value of incurred but not reported claims is $ 3,067 and $ 3,165 as of March 31, 2024 and December 31, 2023, respectively, which is included within Accrued Compensation and Benefits on the Unaudited Condensed Consolidated Statements of Financial Condition.
Foreign Exchange – Periodically, the Company enters into foreign currency exchange forward contracts as an economic hedge against exchange rate risk for foreign currency denominated accounts receivable or other commitments.
−Removed: The Company entered into a foreign currency exchange forward contract during the first quarter of 2023 to buy 30,000 British Pounds sterling for $ 36,903 , which settled during the third quarter of 2023.
−Removed: The Company entered into a new foreign currency exchange forward contract during the third quarter of 2023, upon expiration of the above contract, to buy 30,000 British Pounds sterling for $ 36,675 , which will settle during the first quarter of 2024.
−Removed: The contract is recorded at its fair value.
−Removed: The Company recorded a loss of ($ 34 ) for the three and nine months ended September 30, 2023, which is included within Other Revenue, Including Interest and Investments, on the Unaudited Condensed Consolidated Statement of Operations.
+Added: The Company entered into a foreign currency exchange forward contract during the first quarter of 2023 to buy 30,000 British Pounds sterling for $ 36,903 , which settled during the third quarter of 2023, and resulted in a loss of $ 303 .
+Added: Upon settlement, the Company entered into a new foreign currency exchange forward contract to buy 30,000 British Pounds sterling for $ 36,675 , which settled during the first quarter of 2024, and resulted in a loss of $ 347 for the three months ended March 31, 2024.
+Added: The contract was recorded at its fair value of $ 1,585 as of December 31, 2023, and is included within Other Current Assets on the Unaudited Condensed Consolidated Statement of Financial Condition.
Contingencies
3 unchanged sentences
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.
−Removed: Provisions for losses are established in accordance with ASC 450, "Contingencies" ("ASC 450") when warranted.
+Added: Provisions for losses are established in
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
+Added: accordance with ASC 450, "Contingencies" ("ASC 450") when warranted.
Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.
3 unchanged sentences
Under the Alternative Net Capital Requirement, EGL's minimum net capital requirement is $ 250 .
−Removed: EGL's regulatory net capital as of September 30, 2023 and December 31, 2022 was $ 383,746 and $ 274,131 , respectively, which exceeded the minimum net capital requirement by $ 383,496 and $ 273,881 , respectively.
−Removed: Certain other non-U.S.
−Removed: 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.
−Removed: These subsidiaries are in excess of their local capital adequacy requirements at September 30, 2023.
+Added: EGL's regulatory net capital as of March 31, 2024 and December 31, 2023 was $ 464,347 and $ 405,318 , respectively, which exceeded the minimum net capital requirement by $ 464,097 and $ 405,068 , respectively.
Evercore Trust Company, N.A.
1 unchanged sentence
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.
−Removed: The Company was in compliance with the aforementioned agreements as of September 30, 2023.
+Added: The Company was in compliance with the aforementioned agreements as of March 31, 2024.
+Added: Evercore U.K., our U.K.
+Added: Advisory affiliate, and Evercore ISI U.K., our U.K.
+Added: Equities affiliate, are regulated by the Financial Conduct Authority.
+Added: The aggregate regulatory net capital of these affiliates as of March 31, 2024 and December 31, 2023 was $ 224,393 and $ 184,981 , respectively, which exceeded the minimum requirement by $ 138,936 and $ 98,805 , respectively.
+Added: Certain other non-U.S.
+Added: 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.
+Added: These subsidiaries are in excess of their local capital adequacy requirements at March 31, 2024.
Note 17 – Income Taxes
−Removed: The Company's Provision for Income Taxes was $ 19,717 and $ 52,945 for the three and nine months ended September 30, 2023, respectively, and $ 40,790 and $ 114,134 for the three and nine months ended September 30, 2022, respectively.
−Removed: The effective tax rate was 25.1 % and 21.5 % for the three and nine months ended September 30, 2023, respectively, and 30.8 % and 23.2 % for the three and nine months ended September 30, 2022, respectively.
−Removed: The effective tax rate reflects the recognition of net excess tax benefits associated with appreciation in the Company's share price upon vesting of employee share-based awards above the original grant price of $ 14,071 and $ 19,657 for the nine months ended September 30, 2023 and 2022, respectively, which resulted in a reduction in the effective tax rate of 5.7 and 4.0 percentage points for the nine months ended September 30, 2023 and 2022, respectively.
−Removed: The effective tax rate for 2023 and 2022 also reflects the effect of certain nondeductible expenses,
+Added: The Company's Provision (Benefit) for Income Taxes was ($ 6,679 ) and $ 16,131 for the three months ended March 31, 2024 and 2023, respectively.
+Added: The effective tax rate was ( 7.7 %) and 14.9 % for the three months ended March 31, 2024 and 2023, respectively.
+Added: The effective tax rate reflects the recognition of net excess tax benefits associated with appreciation in the Company's share price upon vesting of employee share-based awards above the original grant price of $ 29,506 and $ 13,731 for the three months ended March 31, 2024 and 2023, respectively, which resulted in a reduction in the effective tax rate of 34.1 and 12.7 percentage points for the three months ended March 31, 2024 and 2023, respectively.
+Added: The effective tax rate for the three months ended March 31, 2024 and 2023 also reflects the effect of certain nondeductible expenses, including expenses related to Class K-P Units, as well as the noncontrolling interest associated with LP Units and other adjustments.
+Added: In October 2021, members of the Organization for Economic Co-operation and Development ("OECD") agreed on a two-pillar tax framework to realign international taxation with economic activities, including a coordinated set of rules designed to ensure large multinational enterprises pay a minimum 15% tax rate across all jurisdictions, known as Pillar Two.
+Added: The implications of these rules begin to take effect for corporations in 2024, as jurisdictions enact legislation in line with the OECD rules and related guidance.
+Added: The Company is evaluating the current and proposed legislation of Pillar Two and does not expect it to materially impact the Company's effective tax rate in the future.
+Added: Additionally, the Company is subject to the income tax effects associated with the global intangible low-taxed income ("GILTI") provisions in the period incurred.
+Added: For the three months ended March 31, 2024 and 2023, no additional income tax expense associated with the GILTI provisions has been recognized and it is not expected to be material to the Company's effective tax rate for the year.
+Added: The Company recorded an increase in deferred tax assets of $ 22 associated with changes in Unrealized Gain (Loss) on Securities and Investments and an increase of $ 1,230 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the three months ended March 31, 2024.
+Added: The Company recorded an increase in deferred tax assets of $ 1,022 associated with changes in Unrealized Gain (Loss) on Securities and Investments and a decrease of $ 1,809 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the three months ended March 31, 2023.
+Added: The Company classifies interest relating to tax matters and tax penalties as a component of income tax expense in its Unaudited Condensed Consolidated Statements of Operations.
+Added: As of March 31, 2024, there were $ 359 of unrecognized tax
EVERCORE INC.
1 unchanged sentence
(amounts in thousands, except per share amounts, unless otherwise noted)
−Removed: including expenses related to Class I-P and K-P Units, as well as the noncontrolling interest associated with LP Units and other adjustments.
−Removed: Additionally, the Company is subject to the income tax effects associated with the global intangible low-taxed income ("GILTI") provisions in the period incurred.
−Removed: For the three and nine months ended September 30, 2023 and 2022, no additional income tax expense associated with the GILTI provisions has been recognized and it is not expected to be material to the Company's effective tax rate for the year.
−Removed: The Company recorded an increase in deferred tax assets of $ 1,016 associated with changes in Unrealized Gain (Loss) on Securities and Investments and a decrease of $ 992 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the nine months ended September 30, 2023.
−Removed: The Company recorded a decrease in deferred tax assets of $ 485 associated with changes in Unrealized Gain (Loss) on Securities and Investments and an increase of $ 14,722 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the nine months ended September 30, 2022.
−Removed: The Company classifies interest relating to tax matters and tax penalties as a component of income tax expense in its Unaudited Condensed Consolidated Statements of Operations.
−Removed: As of September 30, 2023, there were $ 359 of unrecognized tax benefits that, if recognized, $ 292 would affect the effective tax rate.
−Removed: Related to the unrecognized tax benefits, the Company accrued interest and penalties of $ 17 and $ 1 , respectively, during the three months ended September 30, 2023.
+Added: benefits that, if recognized, $ 292 would affect the effective tax rate.
+Added: Related to the unrecognized tax benefits, the Company accrued interest and penalties of $ 18 and $ 1 , respectively, during the three months ended March 31, 2024.
Note 18 – Segment Operating Results
3 unchanged sentences
The Investment Management segment includes Wealth Management and interests in private equity funds which are not managed by the Company.
−Removed: The Company's segment information for the three and nine months ended September 30, 2023 and 2022 is prepared using the following methodology:
+Added: The Company's segment information for the three months ended March 31, 2024 and 2023 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.
4 unchanged sentences
• Interest income, including accretion, and income (losses) on investment securities, including the Company's investment funds (which are used as an economic hedge against the Company's deferred cash compensation program), certificates of deposit, cash and cash equivalents and long-term accounts receivable
−Removed: • A gain on the sale of a portion of the Company's interests in ABS in the first quarter of 2022.
−Removed: See Note 7 for further information
−Removed: • Gains (losses) resulting from foreign currency exchange rate fluctuations and foreign currency exchange forward contracts
+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 are not managed by the Company
• Interest expense associated with the Company’s Notes Payable and lines of credit
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
• Adjustments to amounts due pursuant to the Company’s tax receivable agreement, subsequent to its initial establishment, related to changes in enacted tax rates
2 unchanged sentences
Such administrative services include, but are not limited to, accounting, tax, legal, technology, human capital, facilities management and senior management activities.
−Removed: Other Expenses relate to Special Charges, Including Business Realignment Costs, which include the following:
−Removed: • 2023 – Other Expenses for the nine months ended September 30, 2023 include expenses related to the write-off of non-recoverable assets in connection with the wind-down of the Company's operations in Mexico
−Removed: • 2022 – Other Expenses for the nine months ended September 30, 2022 include expenses related to charges associated with the prepayment of the Company's Series B Notes during the second quarter, as well as certain professional fees related to the wind-down of the Company's operations in Mexico
+Added: Other Expenses for the three months ended March 31, 2023 include Special Charges, Including Business Realignment Costs, related to the write-off of non-recoverable assets in connection with the wind-down of the Company's operations in Mexico.
The Company evaluates segment results based on net revenues and pre-tax income, both including and excluding the impact of the Other Expenses.
−Removed: No client accounted for more than 10% of the Company's Consolidated Net Revenues for the three and nine months ended September 30, 2023 and 2022.
+Added: No client accounted for more than 10% of the Company's Consolidated Net Revenues for the three months ended March 31, 2024 and 2023.
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
The following information presents each segment's contribution.
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
Investment Banking & Equities
23 unchanged sentences
Identifiable Segment Assets $ 3,005,988 $ 2,750,472
−Removed: EVERCORE INC.
−Removed: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (amounts in thousands, except per share amounts, unless otherwise noted)
(1) Net Revenues include Other Revenue, net, allocated to the segments as follows:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
Investment Banking & Equities (A)
2 unchanged sentences
Total Other Revenue, net $ 28,505 $ 22,675
−Removed: (A) Other Revenue, net, from the Investment Banking & Equities segment includes interest expense on the Notes Payable and lines of credit of $ 4,184 and $ 12,536 for the three and nine months ended September 30, 2023, respectively, and $ 4,188 and $ 12,696 for the three and nine months ended September 30, 2022, respectively.
+Added: (A) Other Revenue, net, from the Investment Banking & Equities segment includes interest expense on the Notes Payable and lines of credit of $ 4,188 and $ 4,171 for the three months ended March 31, 2024 and 2023, respectively.
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:
−Removed: For the Three Months Ended September 30, For the Nine Months Ended September 30,
−Removed: 2023 2022 2023 2022
+Added: For the Three Months Ended March 31,
Net Revenues:
4 unchanged sentences
(1) Excludes Other Revenue, Including Interest and Investments, and Interest Expense.
+Added: EVERCORE INC.
+Added: NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: (amounts in thousands, except per share amounts, unless otherwise noted)
The Company's total assets are located in the following geographical areas:
−Removed: September 30, 2023 December 31, 2022
+Added: March 31, 2024 December 31, 2023
Total Assets:
3 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.