Edgar Filing: Evercore Partners Inc.

EVR 9.30.2014 10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_____________________________________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

001-32975

(Commission File Number)

_____________________________________________________

EVERCORE PARTNERS INC.

(Exact name of registrant as specified in its charter)

_____________________________________________________



Delaware		20-4748747
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

55 East 52 ^nd Street

38th floor

New York, New York 10055

(Address of principal executive offices)

Registrant’s telephone number: (212) 857-3100

_____________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

The number of shares of the registrant’s Class A common stock, par value $0.01 per share, outstanding as of October 29, 2014 was 36,005,809. The number of shares of the registrant’s Class B common stock, par value $0.01 per share, outstanding as of October 29, 2014 was 27 (excluding 73 shares of Class B common stock held by a subsidiary of the registrant).

Table of Contents

In this report, references to “Evercore”, the “Company”, “we”, “us”, “our” refer to Evercore Partners Inc., a Delaware corporation, and its consolidated subsidiaries. Unless the context otherwise requires, references to (1) “Evercore Partners Inc.” refer solely to Evercore Partners Inc., and not to any of its consolidated subsidiaries and (2) “Evercore LP” refer solely to Evercore LP, a Delaware limited partnership, and not to any of its consolidated subsidiaries. References to the “IPO” refer to our initial public offering on August 10, 2006 of 4,542,500 shares of our Class A common stock, including shares issued to the underwriters of the IPO pursuant to their election to exercise in full their overallotment option.



		Page
Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50
Part II. Other Information
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53
Signatures		54

Table of Contents

PART I. FINANCIAL INFORMATION



Item 1.	Condensed Consolidated Financial Statements (Unaudited)



Condensed Consolidated Financial Statements (Unaudited)

	Page
Condensed Consolidated Statements of Financial Condition as of September 30, 2014 and December 31, 2013	4
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013	5
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2014 and 2013	6
Condensed Consolidated Statements of Changes in Equity for the nine months ended September 30, 2014 and 2013	7
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013	8
Notes to Unaudited Condensed Consolidated Financial Statements	9

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EVERCORE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(UNAUDITED)

(dollars in thousands, except share data)



	September 30, 2014			December 31, 2013
Assets
Current Assets
Cash and Cash Equivalents	$	239,069		$	298,453
Marketable Securities	30,751			43,407
Financial Instruments Owned and Pledged as Collateral at Fair Value	94,254			56,311
Securities Purchased Under Agreements to Resell	5,115			19,134
Accounts Receivable (net of allowances of $1,817 and $2,436 at September 30, 2014 and December 31, 2013, respectively)	103,397			83,347
Receivable from Employees and Related Parties	12,207			9,233
Deferred Tax Assets - Current	13,230			11,271
Other Current Assets	48,033			16,703
Total Current Assets	546,056			537,859
Investments	125,831			114,084
Deferred Tax Assets - Non-Current	265,010			251,613
Furniture, Equipment and Leasehold Improvements (net of accumulated depreciation and amortization of $31,592 and $25,992 at September 30, 2014 and December 31, 2013, respectively)	32,287			27,832
Goodwill	192,889			189,274
Intangible Assets (net of accumulated amortization of $32,446 and $27,538 at September 30, 2014 and December 31, 2013, respectively)	25,321			26,731
Assets Segregated for Bank Regulatory Requirements	10,200			10,200
Other Assets	26,157			23,190
Total Assets	$	1,223,751		$	1,180,783
Liabilities and Equity
Current Liabilities
Accrued Compensation and Benefits	$	114,158		$	157,856
Accounts Payable and Accrued Expenses	30,291			18,365
Securities Sold Under Agreements to Repurchase	99,484			75,563
Payable to Employees and Related Parties	14,193			19,524
Taxes Payable	3,687			4,713
Other Current Liabilities	14,326			8,138
Total Current Liabilities	276,139			284,159
Notes Payable	104,755			103,226
Amounts Due Pursuant to Tax Receivable Agreements	199,217			175,771
Other Long-term Liabilities	24,851			17,664
Total Liabilities	604,962			580,820
Commitments and Contingencies (Note 15)
Redeemable Noncontrolling Interest	15,369			36,805
Equity
Evercore Partners Inc. Stockholders' Equity
Common Stock
Class A, par value $0.01 per share (1,000,000,000 shares authorized, 45,981,912 and 40,772,434 issued at September 30, 2014 and December 31, 2013, respectively, and 35,979,105 and 33,069,534 outstanding at September 30, 2014 and December 31, 2013, respectively)	460			408
Class B, par value $0.01 per share (1,000,000 shares authorized, 27 and 42 issued and outstanding at September 30, 2014 and December 31, 2013, respectively)	—			—
Additional Paid-In-Capital	912,800			799,233
Accumulated Other Comprehensive Income (Loss)	(13,493		)	(10,784		)
Retained Earnings (Deficit)	(33,146		)	(59,896		)
Treasury Stock at Cost (10,002,807 and 7,702,900 shares at September 30, 2014 and December 31, 2013, respectively)	(353,416		)	(226,380		)
Total Evercore Partners Inc. Stockholders' Equity	513,205			502,581
Noncontrolling Interest	90,215			60,577
Total Equity	603,420			563,158
Total Liabilities and Equity	$	1,223,751		$	1,180,783

See Notes to Unaudited Condensed Consolidated Financial Statements.

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EVERCORE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(dollars and share amounts in thousands, except per share data)



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2014		2013			2014		2013
Revenues
Investment Banking Revenue	$	202,178	$	163,975		$	522,933	$	478,812
Investment Management Revenue	24,777		24,238			73,493		70,764
Other Revenue, Including Interest	4,170		2,934			8,861		7,466
Total Revenues	231,125		191,147			605,287		557,042
Interest Expense	3,964		3,819			11,317		10,286
Net Revenues	227,161		187,328			593,970		546,756
Expenses
Employee Compensation and Benefits	136,561		118,328			357,299		351,714
Occupancy and Equipment Rental	9,999		8,579			29,621		25,494
Professional Fees	10,862		9,920			31,361		27,053
Travel and Related Expenses	9,576		7,801			27,058		23,251
Communications and Information Services	3,974		3,043			11,269		9,825
Depreciation and Amortization	3,508		3,582			10,866		10,730
Special Charges	3,732		—			3,732		—
Acquisition and Transition Costs	4,122		—			5,238		58
Other Operating Expenses	5,481		4,207			14,431		12,332
Total Expenses	187,815		155,460			490,875		460,457
Income Before Income from Equity Method Investments and Income Taxes	39,346		31,868			103,095		86,299
Income from Equity Method Investments	1,102		562			3,381		2,333
Income Before Income Taxes	40,448		32,430			106,476		88,632
Provision for Income Taxes	15,264		12,350			38,214		37,215
Net Income from Continuing Operations	25,184		20,080			68,262		51,417
Discontinued Operations
Income (Loss) from Discontinued Operations	—		(2,811		)	—		(4,236		)
Provision (Benefit) for Income Taxes	—		(985		)	—		(1,462		)
Net Income (Loss) from Discontinued Operations	—		(1,826		)	—		(2,774		)
Net Income	25,184		18,254			68,262		48,643
Net Income Attributable to Noncontrolling Interest	875		4,292			9,120		12,286
Net Income Attributable to Evercore Partners Inc.	$	24,309	$	13,962		$	59,142	$	36,357
Net Income (Loss) Attributable to Evercore Partners Inc. Common Shareholders:
From Continuing Operations	$	24,309	$	14,996		$	59,142	$	37,890
From Discontinued Operations	—		(1,055		)	—		(1,596		)
Net Income Attributable to Evercore Partners Inc. Common Shareholders	$	24,309	$	13,941		$	59,142	$	36,294
Weighted Average Shares of Class A Common Stock Outstanding
Basic	36,527		32,049			35,655		31,908
Diluted	41,873		38,409			41,819		37,880
Basic Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders:
From Continuing Operations	$	0.67	$	0.47		$	1.66	$	1.19
From Discontinued Operations	—		(0.04		)	—		(0.05		)
Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders	$	0.67	$	0.43		$	1.66	$	1.14
Diluted Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders:
From Continuing Operations	$	0.58	$	0.39		$	1.41	$	1.00
From Discontinued Operations	—		(0.03		)	—		(0.04		)
Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders	$	0.58	$	0.36		$	1.41	$	0.96

Dividends Declared per Share of Class A Common Stock	$	0.25	$	0.22		$	0.75	$	0.66

See Notes to Unaudited Condensed Consolidated Financial Statements.

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EVERCORE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

(dollars in thousands)



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2014			2013			2014			2013
Net Income	$	25,184		$	18,254		$	68,262		$	48,643
Other Comprehensive Income (Loss), net of tax:
Unrealized Gain (Loss) on Marketable Securities and Investments, net	(1,255		)	(365		)	(253		)	(570		)
Foreign Currency Translation Adjustment Gain (Loss), net	(5,779		)	1,375			(3,147		)	(804		)
Other Comprehensive Income (Loss)	(7,034		)	1,010			(3,400		)	(1,374		)
Comprehensive Income	18,150			19,264			64,862			47,269
Comprehensive Income (Loss) Attributable to Noncontrolling Interest	(486		)	4,585			8,429			12,024
Comprehensive Income Attributable to Evercore Partners Inc.	$	18,636		$	14,679		$	56,433		$	35,245

See Notes to Unaudited Condensed Consolidated Financial Statements.

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EVERCORE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

(dollars in thousands, except share data)



	For the Nine Months Ended September 30, 2014
							Accumulated
				Additional			Other			Retained
	Class A Common Stock			Paid-In			Comprehensive			Earnings			Treasury Stock					Noncontrolling			Total
	Shares	Dollars		Capital			Income (Loss)			(Deficit)			Shares		Dollars			Interest			Equity
Balance at December 31, 2013	40,772,434	$	408	$	799,233		$	(10,784	)	$	(59,896	)	(7,702,900	)	$	(226,380	)	$	60,577		$	563,158
Net Income	—	—		—			—			59,142			—		—			9,120			68,262
Other Comprehensive Income (Loss)	—	—		—			(2,709		)	—			—		—			(691		)	(3,400		)
Treasury Stock Purchases	—	—		—			—			—			(2,550,357	)	(135,137		)	—			(135,137		)
Evercore LP Units Converted into Class A Common Stock	1,101,851	11		12,067			—			—			—		—			(7,748		)	4,330
Equity-based Compensation Awards	4,107,627	41		109,780			—			—			—		—			205			110,026
Shares Issued as Consideration for Acquisitions and Investments	—	—		2,987			—			—			131,243		4,245			3,510			10,742
Dividends and Equivalents	—	—		4,481			—			(32,392		)	—		—			—			(27,911		)
Noncontrolling Interest (Note 12)	—	—		(15,748		)	—			—			119,207		3,856			25,242			13,350
Balance at September 30, 2014	45,981,912	$	460	$	912,800		$	(13,493	)	$	(33,146	)	(10,002,807	)	$	(353,416	)	$	90,215		$	603,420

	For the Nine Months Ended September 30, 2013
							Accumulated
				Additional			Other			Retained
	Class A Common Stock			Paid-In			Comprehensive			Earnings			Treasury Stock					Noncontrolling			Total
	Shares	Dollars		Capital			Income (Loss)			(Deficit)			Shares		Dollars			Interest			Equity
Balance at December 31, 2012	35,040,501	$	350	$	654,275		$	(9,086	)	$	(77,079	)	(5,463,515	)	$	(139,954	)	$	62,243		$	490,749
Net Income	—	—		—			—			36,357			—		—			12,286			48,643
Other Comprehensive Income (Loss)	—	—		—			(1,112		)	—			—		—			(262		)	(1,374		)
Treasury Stock Purchases	—	—		—			—			—			(2,230,613	)	(85,073		)	—			(85,073		)
Evercore LP Units Purchased or Converted into Class A Common Stock	1,615,569	16		11,928			—			—			—		—			(14,562		)	(2,618		)
Equity-based Compensation Awards	2,713,500	27		77,034			—			—			2,600		65			15,545			92,671
Shares Issued as Consideration for Acquisitions and Investments	—	—		365			—			—			39,341		1,129			—			1,494
Dividends and Equivalents	—	—		4,409			—			(25,623		)	—		—			—			(21,214		)
Noncontrolling Interest (Note 12)	—	—		(3,548		)	—			—			—		—			(16,182		)	(19,730		)
Balance at September 30, 2013	39,369,570	$	393	$	744,463		$	(10,198	)	$	(66,345	)	(7,652,187	)	$	(223,833	)	$	59,068		$	503,548

See Notes to Unaudited Condensed Consolidated Financial Statements.

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EVERCORE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(dollars in thousands)



	For the Nine Months Ended September 30,
	2014			2013
Cash Flows From Operating Activities
Net Income	$	68,262		$	48,643
Adjustments to Reconcile Net Income to Net Cash Provided by (Used In) Operating Activities:
Net (Gains) Losses on Investments, Marketable Securities and Contingent Consideration	(904		)	(2,790		)
Equity Method Investments	5,620			4,041
Equity-Based and Other Deferred Compensation	82,857			92,313
Depreciation, Amortization and Accretion	12,716			12,237
Bad Debt Expense	1,582			417
Deferred Taxes	15,984			1,608
Decrease (Increase) in Operating Assets:
Marketable Securities	400			166
Financial Instruments Owned and Pledged as Collateral at Fair Value	(40,853		)	35,540
Securities Purchased Under Agreements to Resell	13,803			(7,333		)
Accounts Receivable	(24,583		)	28,172
Receivable from Employees and Related Parties	(2,973		)	(5,018		)
Other Assets	(29,279		)	(17,955		)
(Decrease) Increase in Operating Liabilities:
Accrued Compensation and Benefits	(47,708		)	(31,204		)
Accounts Payable and Accrued Expenses	11,638			272
Securities Sold Under Agreements to Repurchase	27,050			(28,228		)
Payables to Employees and Related Parties	(6,998		)	1,989
Taxes Payable	(4,145		)	(12,440		)
Other Liabilities	6,782			(1,628		)
Net Cash Provided by Operating Activities	89,251			118,802
Cash Flows From Investing Activities
Investments Purchased	(10,783		)	(2,327		)
Distributions of Private Equity Investments	216			1,175
Marketable Securities:
Proceeds from Sales and Maturities	31,999			26,739
Purchases	(16,549		)	(29,141		)
Cash Acquired from Acquisitions	—			66
Purchase of Furniture, Equipment and Leasehold Improvements	(10,223		)	(1,988		)
Net Cash Provided by (Used in) Investing Activities	(5,340		)	(5,476		)
Cash Flows From Financing Activities
Issuance of Noncontrolling Interests	2,135			3,189
Distributions to Noncontrolling Interests	(8,553		)	(17,341		)
Cash Paid for Deferred and Contingent Consideration	(2,255		)	—
Short-Term Borrowing	75,000			—
Repayment of Short-Term Borrowing	(75,000		)	—
Purchase of Treasury Stock and Noncontrolling Interests	(137,443		)	(99,730		)
Excess Tax Benefits Associated with Equity-Based Awards	33,045			7,720
Dividends - Class A Stockholders	(27,911		)	(21,214		)
Net Cash Provided by (Used in) Financing Activities	(140,982		)	(127,376		)
Effect of Exchange Rate Changes on Cash	(2,313		)	(1,583		)
Net Increase (Decrease) in Cash and Cash Equivalents	(59,384		)	(15,633		)
Cash and Cash Equivalents-Beginning of Period	298,453			259,431
Cash and Cash Equivalents-End of Period	$	239,069		$	243,798


SUPPLEMENTAL CASH FLOW DISCLOSURE
Payments for Interest	$	11,518		$	10,767
Payments for Income Taxes	$	14,640		$	50,187
Furniture, Equipment and Leasehold Improvements Accrued	$	857		$	621
Increase in Fair Value of Redeemable Noncontrolling Interest	$	14,616		$	123
Dividend Equivalents Issued	$	4,481		$	4,409
Notes Exchanged for Equity in Subsidiary	$	—		$	1,042
Settlement of Contingent Consideration	$	7,232		$	2,494
Receipt of Marketable Securities in Settlement of Accounts Receivable	$	2,083		$	1,730
Purchase of Noncontrolling Interest	$	7,100		$	—
Contingent Consideration Accrued	$	2,162		$	—
Reclassification to Noncontrolling Interest	$	31,268		$	—

See Notes to Unaudited Condensed Consolidated Financial Statements.

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EVERCORE PARTNERS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

Note 1 – Organization

Evercore Partners Inc. and subsidiaries (the “Company”) is an investment banking and investment management firm, incorporated in Delaware on July 21, 2005 and headquartered in New York, New York. The Company is a holding company which owns a controlling interest in Evercore LP, a Delaware limited partnership (“Evercore LP”). Subsequent to the Company’s initial public offering, the Company became the sole general partner of Evercore LP. The Company operates from its offices in the United States, the United Kingdom, Mexico, Hong Kong, Canada, Singapore and, through its affiliate G5 Holdings S.A. (“G5 ǀ Evercore”), in Brazil.

The Investment Banking business includes the advisory business through which the Company provides advice to clients on significant mergers, acquisitions, divestitures and other strategic corporate transactions, with a particular focus on advising prominent multinational corporations and substantial private equity firms on large, complex transactions. The Company also provides restructuring advice to companies in financial transition, as well as to creditors, shareholders and potential acquirers. In addition, the Company provides its clients with capital markets advice, underwrites securities offerings, raises funds for financial sponsors and provides advisory services focused on secondary transactions for private funds interests. The Investment Banking business also includes the Institutional Equities business through which the Company offers equity research and agency-based equity securities trading for institutional investors.

The Investment Management business includes the institutional asset management business through which the Company, directly and through affiliates, manages financial assets for sophisticated institutional investors and provides independent fiduciary services to corporate employee benefit plans and high net-worth individuals, the wealth management business through which the Company provides investment advisory and wealth management services for high net-worth individuals and associated entities, and the private equity business through which the Company, directly and through affiliates, manages private equity funds.

Note 2 – Significant Accounting Policies

For a complete discussion of the Company’s accounting policies, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q. As permitted by the rules and regulations of the United States Securities and Exchange Commission, the unaudited condensed consolidated financial statements contain certain condensed financial information and exclude certain footnote disclosures normally included in audited consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements are unaudited and are prepared in accordance with U.S. GAAP. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, including normal recurring accruals, necessary to fairly present the accompanying unaudited condensed consolidated financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. The December 31, 2013 Unaudited Condensed Consolidated Statement of Financial Condition data was derived from audited consolidated financial statements, but does not include all disclosures required by U.S. GAAP. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2014.

The unaudited condensed consolidated financial statements of the Company are comprised of the consolidation of Evercore LP and Evercore LP’s wholly-owned and majority-owned direct and indirect subsidiaries, including Evercore Group L.L.C. (“EGL”), a registered broker-dealer in the U.S. The Company’s policy is to consolidate all subsidiaries in which it has a controlling financial interest, as well as any variable interest entities (“VIEs”) where the Company is deemed to be the primary beneficiary, when it has the power to make the decisions that most significantly affect the economic performance of the VIE and has the obligation to absorb significant losses or the right to receive benefits that could potentially be significant to the VIE, except for certain VIEs that qualify for accounting purposes as investment companies. The Company reviews factors, including the rights of the equity holders and obligations of equity holders to absorb losses or receive expected residual returns, to determine if the investment is a VIE. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly or indirectly by the Company. The consolidation analysis is generally performed qualitatively. This analysis, which requires judgment, is performed at each reporting date.

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EVERCORE PARTNERS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

In February 2010, Accounting Standards Update (“ASU”) No. 2010-10, “Amendments for Certain Investment Funds”, was issued. This ASU defers the application of the revised consolidation rules for a reporting entity’s interest in an entity if certain conditions are met, including if the entity has the attributes of an investment company and is not a securitization or asset-backed financing entity. An entity that qualifies for the deferral will continue to be assessed for consolidation under the overall guidance on VIEs, before its amendment, and other applicable consolidation guidance. Generally, the Company would consolidate those entities when it absorbs a majority of the expected losses or a majority of the expected residual returns, or both, of the entities.

For entities (principally funds) that the Company has concluded are not VIEs, the Company then evaluates whether the fund is a partnership or similar entity. If the fund is a partnership or similar entity, the Company evaluates the fund under the partnership consolidation guidance. Pursuant to that guidance, the Company consolidates funds in which it is the general partner and/or manages through a contract, unless presumption of control by the Company can be overcome. This presumption is overcome only when unrelated investors in the fund have the substantive ability to liquidate the fund or otherwise remove the Company as the general partner without cause, based on a simple majority vote of unaffiliated investors, or have other substantive participating rights. If the presumption of control can be overcome, the Company accounts for its interest in the fund pursuant to the equity method of accounting.

All intercompany balances and transactions with the Company’s subsidiaries have been eliminated upon consolidation.

Performance Fees - Performance fees, or carried interest, are computed in accordance with the underlying private equity funds’ partnership agreements and are based on investment performance over the life of each investment partnership. Historically, the Company recorded performance fee revenue from its managed private equity funds when the private equity funds’ investment values exceeded certain threshold minimums. During the second quarter of 2014, the Company changed its method of recording performance fees such that the Company records performance fees upon the earlier of the termination of the investment fund or when the likelihood of clawback is mathematically improbable. This method is considered the more preferable of the two methods accepted under ASC 605-20-S99-1, "Revenue Recognition". This change in accounting policy had no effect on the prior period information included on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Financial Condition in this Form 10-Q, or the Consolidated Statements of Operations and Consolidated Statements of Financial Condition in the Company’s most recent Annual Report on Form 10-K.

Note 3 – Recent Accounting Pronouncements

ASU 2013-05 – In March 2013, the Financial Accounting Standards Board ("FASB") issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity” (“ASU 2013-05”). ASU 2013-05 provides amendments to Accounting Standards Codification ("ASC") No. 830, “Foreign Currency Matters”, which are intended to resolve diversity in practice by clarifying the guidance for the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. The amendments also clarify the guidance for the release of the cumulative translation adjustment into net income for business combinations achieved in stages involving a foreign entity. The amendments in this update are effective prospectively during interim and annual periods beginning after December 15, 2013, with early adoption permitted. The adoption of ASU 2013-05 did not have a material impact on the Company’s financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2013-08 – In June 2013, the FASB issued ASU No. 2013-08, “Amendments to the Scope, Measurement, and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 provides amendments to ASC No. 946, "Financial Services - Investment Companies", and clarifies the approach to be used for determining whether an entity is an investment company and provides new measurement and disclosure requirements. The amendments in this update are effective prospectively during interim and annual periods beginning after December 15, 2013, with early adoption prohibited. The adoption of ASU 2013-08 did not have a material impact on the Company’s financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2013-11 – In July 2013, the FASB issued ASU No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (“ASU 2013-11”). ASU 2013-11 provides amendments to ASC No. 740, “Income Taxes”, which clarify the guidance for the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments require that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit

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carryforward. If a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this update are effective prospectively during interim and annual periods beginning after December 15, 2013, with early adoption permitted. The adoption of ASU 2013-11 did not have a material impact on the Company’s financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2014-08 – In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”). ASU 2014-08 provides amendments to ASC No. 205, “Presentation of Financial Statements”, and ASC No. 360, "Property, Plant, and Equipment", which change the requirements for reporting discontinued operations. The amendments in this update improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures for discontinued operations and also require an entity to disclose the pretax profit or loss (or change in net assets for a not-for-profit entity) of an individually significant component of an entity that does not qualify for discontinued operations reporting. The amendments in this update are effective prospectively during interim and annual periods beginning after December 15, 2014, with early adoption permitted. The Company is currently assessing the impact of the adoption of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2014-09 – In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 provides amendments to ASC No. 605, “Revenue Recognition”, and creates ASC No. 606, "Revenue from Contracts with Customers", which changes the requirements for revenue recognition and amends the disclosure requirements. The amendments in this update are effective either retrospectively to each prior reporting period presented, or as a cumulative-effect adjustment as of the date of adoption, during interim and annual periods beginning after December 15, 2016, with early adoption not permitted. The Company is currently assessing the impact of the adoption of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2014-11 – In June 2014, the FASB issued ASU No. 2014-11, “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures” (“ASU 2014-11”). ASU 2014-11 provides amendments to ASC No. 806, “Transfers and Servicing”, which expand secured borrowing accounting for certain repurchase agreements and require that in a repurchase financing arrangement the repurchase agreement be accounted for separately from the initial transfer of the financial asset. The amendments also require additional disclosures for certain transactions accounted for as sale and repurchase agreements, and for securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings. The amendments in this update for the additional disclosures for repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions accounted for as secured borrowings are effective prospectively during annual periods beginning after December 15, 2014 and interim periods beginning after March 15, 2015, and all other amendments in this update are effective prospectively during interim and annual periods beginning after December 15, 2014, with early adoption not permitted. The Company is currently assessing the impact of the adoption of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

ASU 2014-12 – In June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (“ASU 2014-12”). ASU 2014-12 provides amendments to ASC No. 718, “Compensation - Stock Compensation”, which clarify the guidance for whether to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments in this update are effective either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter, during interim and annual periods beginning after December 15, 2015, with early adoption permitted. The Company is currently assessing the impact of the adoption of this update on the Company's financial condition, results of operations and cash flows, or disclosures thereto.

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Note 4 – Acquisition and Transition Costs, Special Charges and Intangible Asset Amortization

Acquisition and Transition Costs

The Company recognized $4,122 and $5,238 for the three and nine months ended September 30, 2014, respectively, and $58 for the nine months ended September 30, 2013 as Acquisition and Transition Costs incurred in connection with acquisitions and other ongoing business development initiatives. These costs are primarily comprised of professional fees for legal and other services.

Special Charges

The Company recognized $3,732 for the three and nine months ended September 30, 2014 as Special Charges incurred related to termination benefits, primarily consisting of cash severance and the acceleration of the vesting of restricted stock units, as well as the write-off of leasehold improvements in the Institutional Equities business.

Intangible Asset Amortization

Expenses associated with the amortization of intangible assets for Investment Banking were $477 and $718 for the three and nine months ended September 30, 2014, respectively, and $204 and $612 for the three and nine months ended September 30, 2013, respectively, included within Depreciation and Amortization expense on the Unaudited Condensed Consolidated Statements of Operations. Expenses associated with the amortization of intangible assets for Investment Management were $940 and $4,190 for the three and nine months ended September 30, 2014, respectively, and $1,793 and $4,775 for the three and nine months ended September 30, 2013, respectively, included within Depreciation and Amortization expense on the Unaudited Condensed Consolidated Statements of Operations.

During the third quarter of 2014, the Company acquired a 100% interest in a boutique advisory business for $6,900. The Company’s consideration for this transaction included the issuance of 72 LP units at closing and contingent consideration. The contingent consideration has a fair value of $3,391 and will be settled in the first quarter of 2017, based on the business exceeding certain performance targets. This transaction resulted in the Company recognizing goodwill of $3,401 and intangible assets relating to advisory backlog and client relationships of $2,450 and $1,050, respectively, recognized in the Investment Banking Segment. The intangible assets are being amortized over estimated useful lives of two years. The Company recognized $382 of amortization expense related to these intangible assets for the three months ended September 30, 2014.

Note 5 – Related Parties

Investment Management Revenue includes income from related parties earned from the Company’s private equity funds for portfolio company fees, management fees, expense reimbursements and realized and unrealized gains and losses of private equity fund investments. Total Investment Management revenues from related parties amounted to $1,508 and $6,849 for the three and nine months ended September 30, 2014, respectively, and $2,113 and $9,248 for the three and nine months ended September 30, 2013, respectively.

Investment Banking Revenue includes advisory fees earned from clients that have a Senior Managing Director as a member of their Board of Directors of $978 and $11,853 for the three and nine months ended September 30, 2013, respectively.

Other Assets on the Unaudited Condensed Consolidated Statements of Financial Condition includes the long-term portion of loans receivable from certain employees of $4,195 and $5,560 as of September 30, 2014 and December 31, 2013, respectively. See Note 14 for further information.

Note 6 – Marketable Securities

The amortized cost and estimated fair value of the Company’s Marketable Securities as of September 30, 2014 and December 31, 2013 were as follows:

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	September 30, 2014								December 31, 2013
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities Investments	$	6,382	$	198	$	278	$	6,302	$	11,268	$	754	$	623	$	11,399
Debt Securities Carried by EGL	18,743		94		5		18,832		22,542		87		1		22,628
Mutual Funds	4,638		1,055		76		5,617		7,917		1,600		137		9,380
Total	$	29,763	$	1,347	$	359	$	30,751	$	41,727	$	2,441	$	761	$	43,407

Scheduled maturities of the Company’s available-for-sale debt securities within the Securities Investments portfolio as of September 30, 2014 and December 31, 2013 were as follows:



	September 30, 2014				December 31, 2013
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	204	$	205	$	306	$	307
Due after one year through five years	1,356		1,371		1,250		1,264
Due after five years through 10 years	100		102		100		100
Total	$	1,660	$	1,678	$	1,656	$	1,671

Securities Investments

Securities Investments include seed capital and other equity and debt securities, which are classified as available-for-sale securities within Marketable Securities on the Unaudited Condensed Consolidated Statements of Financial Condition. These securities are stated at fair value with unrealized gains and losses included in Accumulated Other Comprehensive Income (Loss) and realized gains and losses included in earnings. The Company had net realized gains (losses) of $569 and $863 for the three and nine months ended September 30, 2014, respectively, and ($7) and ($196) for the three and nine months ended September 30, 2013, respectively.

Debt Securities Carried by EGL

EGL invests in a fixed income portfolio consisting primarily of municipal bonds. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest, on the Unaudited Condensed Consolidated Statements of Operations, as required for broker-dealers in securities. The Company had net realized and unrealized gains (losses) of ($197) and ($400) for the three and nine months ended September 30, 2014, respectively, and ($33) and ($166) for the three and nine months ended September 30, 2013, respectively.

Mutual Funds

The Company invests in a portfolio of mutual funds as an economic hedge against the Company’s deferred compensation program. See Note 14 for further information. These securities are carried at fair value, with changes in fair value recorded in Other Revenue, Including Interest, on the Unaudited Condensed Consolidated Statements of Operations. The Company had net realized and unrealized gains (losses) of ($173) and $151 for the three and nine months ended September 30, 2014, respectively, and $500 and $960 for the three and nine months ended September 30, 2013, respectively.

Note 7 – Financial Instruments Owned and Pledged as Collateral at Fair Value, Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase

The Company, through Evercore Casa de Bolsa, S.A. de C.V. (“ECB”), enters into repurchase agreements with clients seeking overnight money market returns whereby ECB transfers to the clients Mexican government securities in exchange for cash and concurrently agrees to repurchase the securities at a future date for an amount equal to the cash exchanged plus a stipulated premium or interest factor. ECB deploys the cash received from, and acquires the securities deliverable to, clients under these repurchase arrangements by purchasing securities in the open market, which the Company reflects as Financial Instruments Owned and Pledged as Collateral at Fair Value on the Unaudited Condensed Consolidated Statements of Financial

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Condition, or by entering into reverse repurchase agreements with unrelated third parties. The Company accounts for these repurchase and reverse repurchase agreements as collateralized financing transactions, which are carried at their contract amounts, which approximate fair value given that the contracts generally mature the following business day. The Company records a liability on its Unaudited Condensed Consolidated Statements of Financial Condition in relation to repurchase transactions executed with clients as Securities Sold Under Agreements to Repurchase. The Company records as assets on its Unaudited Condensed Consolidated Statements of Financial Condition, Financial Instruments Owned and Pledged as Collateral at Fair Value (where the Company has acquired the securities deliverable to clients under these repurchase arrangements by purchasing securities in the open market) and Securities Purchased Under Agreements to Resell (where the Company has acquired the securities deliverable to clients under these repurchase agreements by entering into reverse repurchase agreements with unrelated third parties). These Mexican government securities had an estimated average time to maturity of approximately 1.6 years, as of September 30, 2014, and are pledged as collateral against repurchase agreements. Generally, collateral is posted equal to the contract value at inception and is subject to market changes. These repurchase agreements are primarily with institutional customer accounts managed by ECB and permit the counterparty to pledge the securities.

As of September 30, 2014 and December 31, 2013, a summary of the Company’s assets, liabilities and collateral received or pledged related to these transactions was as follows:



	September 30, 2014						December 31, 2013
	Asset (Liability) Balance			Market Value of Collateral Received or (Pledged)			Asset (Liability) Balance			Market Value of Collateral Received or (Pledged)
Assets
Financial Instruments Owned and Pledged as Collateral at Fair Value	$	94,254					$	56,311
Securities Purchased Under Agreements to Resell	5,115			$	5,137		19,134			$	19,112
Total Assets	$	99,369					$	75,445
Liabilities
Securities Sold Under Agreements to Repurchase	$	(99,484	)	$	(99,573	)	$	(75,563	)	$	(75,708	)

Note 8 – Investments

The Company’s investments reported on the Unaudited Condensed Consolidated Statements of Financial Condition consist of investments in private equity partnerships, Trilantic Capital Partners ("Trilantic") and other investments in unconsolidated affiliated companies. The Company’s investments are relatively high-risk and illiquid assets.

The Company’s investments in private equity partnerships consist of investment interests in private equity funds which are voting interest entities. Realized and unrealized gains and losses on the private equity investments are included within Investment Management Revenue, as the Company considers this activity integral to its Private Equity business.

The Company also has investments in G5 ǀ Evercore and ABS Investment Management, LLC ("ABS"), which are voting interest entities. The Company's investment in Evercore Pan-Asset Capital Management ("Pan") became a VIE and was subsequently sold in December 2013. The Company’s share of earnings (losses) on its investments in G5 ǀ Evercore, ABS and Pan (prior to its consolidation on March 15, 2013) are included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.

Investments in Private Equity

Private Equity Funds

The Company’s investments related to private equity partnerships and associated entities include investments in Evercore Capital Partners II, L.P. (“ECP II”), Discovery Americas I, L.P. (the “Discovery Fund”), Evercore Mexico Capital Partners II, L.P. (“EMCP II”), Evercore Mexico Capital Partners III, L.P. (“EMCP III”), CSI Capital, L.P. (“CSI Capital”), Trilantic Capital Partners Associates IV, L.P. (“Trilantic IV”) and Trilantic Capital Partners V, L.P. ("Trilantic V"). Portfolio holdings of the private equity funds are carried at fair value. Accordingly, the Company reflects its pro rata share of the unrealized gains and

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losses occurring from changes in fair value. Additionally, the Company reflects its pro rata share of realized gains, losses and carried interest associated with any investment realizations.

In 2013, the Company held a fourth and final closing on EMCP III, a private equity fund focused on middle market investments in Mexico. The total subscribed capital commitments of $201,000 included a capital commitment of $10,750 by the general partner of EMCP III, Evercore Mexico Partners III ("EMP III"), of which $1,000 relates to the Company and $9,750 relates to noncontrolling interest holders. At September 30, 2014, unfunded commitments of EMP III were $4,691, including $484 due from the Company.

A summary of the Company’s investment in the private equity funds as of September 30, 2014 and December 31, 2013 was as follows:



	September 30, 2014		December 31, 2013
ECP II	$	2,910	$	3,251
Discovery Fund	2,673		5,015
EMCP II	12,584		11,125
EMCP III	7,264		3,852
CSI Capital	3,778		3,248
Trilantic IV	3,812		4,356
Trilantic V	2,614		1,532
Total Private Equity Funds	$	35,635	$	32,379

Net realized and unrealized gains on private equity fund investments were $1,671 and $5,633 for the three and nine months ended September 30, 2014, respectively, and $2,663 and $5,213 for the three and nine months ended September 30, 2013, respectively. In the event the funds perform poorly, the Company may be obligated to repay certain carried interest previously distributed. As of September 30, 2014, the Company had $2,701 of previously received carried interest that may be subject to repayment.

General Partners of Private Equity Funds which are VIEs

The Company has concluded that EP II L.L.C., the general partner of ECP II, is a VIE pursuant to ASC 810, "Consolidation" ("ASC 810"). The Company owns 8%-9% of the carried interest earned by the general partner of ECP II. The Company’s assessment of the design of EP II L.L.C. resulted in the determination that the Company is not acting as an agent for other members of the general partner and is a passive holder of interests in the fund, evidenced by the fact that the Company is a non-voting, non-managing member of the general partner and, therefore, has no authority in directing the management operations of the general partner. Furthermore, the Company does not have the obligation to absorb significant losses or the right to receive benefits that could potentially have a significant impact to EP II L.L.C. Accordingly, the Company has concluded that it is not the primary beneficiary of EP II L.L.C and has not consolidated EP II L.L.C. in the Company's unaudited condensed consolidated financial statements.

In 2013, EMP III amended and restated its Limited Partnership Agreement and admitted certain limited partners, which are related parties of the Company. The Company viewed this modification as a reconsideration event under ASC 810-10, and concluded that EMP III is a VIE and that the Company is the primary beneficiary of this VIE. Specifically, the Company's general partner interests in EMP III provide the Company the ability to make decisions that significantly impact the economic performance of EMP III, while the limited partners do not possess substantive participating rights over EMP III. The Company's assessment of the primary beneficiary of EMP III included assessing which parties have the power to significantly impact the economic performance of EMP III and the obligation to absorb losses, which could be potentially significant to EMP III, or the right to receive benefits from EMP III that could be potentially significant. The Company had previously consolidated EMP III as a voting interest entity; accordingly, consolidating as a VIE had no impact on the assets and liabilities of the Company. The Company consolidated EMP III assets of $7,342 and liabilities of $55 at September 30, 2014 and assets of $4,287 and liabilities of $32 at December 31, 2013, in the Company's Unaudited Condensed Consolidated Statements of Financial Condition. The assets retained by EMP III are for the benefit of the interest holders of EMP III and the liabilities are generally non-recourse to the Company.

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Investment in Trilantic Capital Partners

In 2010, the Company made a limited partnership investment in Trilantic in exchange for 500 Evercore LP partnership units ("LP Units") having a fair value of $16,090. This investment gave the Company the right to invest in Trilantic’s current and future private equity funds, beginning with Trilantic Fund IV. The Company accounts for this investment under the cost method, subject to impairment. The Company allocates the cost of this investment to its investments in current and future Trilantic funds, as the Company satisfies the capital calls of these funds. The Company bases this allocation on its expectation of Trilantic’s future fundraising ability and performance. During 2014, $541 of this investment was allocated to Trilantic Fund V. During 2013, $825 and $29 of this investment was allocated to Trilantic Fund V and Trilantic Fund IV, respectively. From 2010 to 2012, $1,091 of this investment was allocated to Trilantic Fund IV. This investment had a balance of $13,603 and $14,145 as of September 30, 2014 and December 31, 2013, respectively. The Company has a $5,000 commitment to invest in Trilantic Fund V, of which $3,723 was unfunded at September 30, 2014. The Company and Trilantic anticipate that the Company will participate in the successor funds to Trilantic Fund V. The Company further anticipates that participation in successor funds will be at amounts comparable to those of Trilantic Fund V.

Equity Method Investments

A summary of the Company’s other investments accounted for under the equity method of accounting as of September 30, 2014 and December 31, 2013 was as follows:



	September 30, 2014		December 31, 2013
G5 ǀ Evercore	$	33,915	$	20,001
ABS	42,678		47,559
Total	$	76,593	$	67,560

G5 ǀ Evercore

In 2010, the Company made an investment accounted for under the equity method of accounting in G5 ǀ Evercore. During the second quarter of 2014, the Company settled its contingent consideration arrangement entered into in conjunction with its initial investment in G5 ǀ Evercore. Accordingly, in June 2014 the Company issued 131 shares of restricted Class A common stock, with a fair value of $7,232, and $7,916 of cash to the owners of G5 ǀ Evercore.

At September 30, 2014, the Company’s economic ownership interest in G5 ǀ Evercore was 49%. This investment resulted in earnings (losses) of ($25) and ($45) for the three and nine months ended September 30, 2014, respectively, and ($226) and ($42) for the three and nine months ended September 30, 2013, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.

ABS

In 2011, the Company made an investment accounted for under the equity method of accounting in ABS. At September 30, 2014, the Company’s economic ownership interest in ABS was 45%. This investment resulted in earnings of $1,127 and $3,426 for the three and nine months ended September 30, 2014, respectively, and $788 and $2,430 for the three and nine months ended September 30, 2013, respectively, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statements of Operations.

Pan

In 2008, the Company made an investment accounted for under the equity method of accounting of $4,158 in Pan. This investment resulted in losses of ($55) for the nine months ended September 30, 2013, included within Income from Equity Method Investments on the Unaudited Condensed Consolidated Statement of Operations. In 2011 and 2012, the Company concluded that Pan was a VIE, and that the Company was not the primary beneficiary of the VIE. On March 15, 2013, the Company exchanged its notes receivable from Pan for additional common equity, increasing its common equity ownership interest to 68%, from 50%. The Company viewed this transaction as a reconsideration event and concluded that it had become the primary beneficiary of Pan, and therefore consolidated Pan in the Company's unaudited condensed consolidated financial statements as of that date. The Company determined that it was the primary beneficiary of Pan because it possessed the power to significantly impact the economic performance of Pan and maintained the obligation to absorb losses of Pan, which could be

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potentially significant, or the right to receive benefits from Pan, that could be potentially significant. The assets retained by Pan are not generally available to the Company and the liabilities are generally non-recourse to the Company. The Company subsequently sold its investment on December 3, 2013. Accordingly, Pan's results are reflected in Discontinued Operations on the Unaudited Condensed Consolidated Statements of Operations.

Other

The Company allocates the purchase price of its equity method investments, in part, to the inherent finite-lived identifiable intangible assets of the investees. The Company’s share of the earnings of the investees has been reduced by the amortization of these identifiable intangible assets inherent in the investments of $647 for the three months ended September 30, 2014 and 2013, and $1,941 for the nine months ended September 30, 2014 and 2013.

Note 9 – Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is affected by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily-available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Investments measured and reported at fair value are classified and disclosed in one of the following categories:

Level I – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by ASC 820, the Company does not adjust the quoted price for these investments, even in situations where the Company holds a large position and a sale could reasonably impact the quoted price.

Level II – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. The estimated fair values of the Corporate Bonds, Municipal Bonds, Other Debt Securities and Securities Investments held at September 30, 2014 and December 31, 2013 are based on quoted market prices provided by external pricing services.

Level III – Pricing inputs are unobservable for the investment and includes situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation.

The following table presents the categorization of investments and certain other financial assets measured at fair value on a recurring basis as of September 30, 2014 and December 31, 2013:

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	September 30, 2014
	Level I		Level II		Level III		Total
Corporate Bonds, Municipal Bonds and Other Debt Securities (1)	$	—	$	33,121	$	—	$	33,121
Securities Investments (1)	5,883		3,419		—		9,302
Mutual Funds	5,617		—		—		5,617
Financial Instruments Owned and Pledged as Collateral at Fair Value	94,254		—		—		94,254
Total Assets Measured At Fair Value	$	105,754	$	36,540	$	—	$	142,294

	December 31, 2013
	Level I		Level II		Level III		Total
Corporate Bonds, Municipal Bonds and Other Debt Securities (1)	$	—	$	33,882	$	—	$	33,882
Securities Investments (1)	12,001		2,398		—		14,399
Mutual Funds	9,380		—		—		9,380
Financial Instruments Owned and Pledged as Collateral at Fair Value	56,311		—		—		56,311
Total Assets Measured At Fair Value	$	77,692	$	36,280	$	—	$	113,972


(1)	Includes $17,289 and $14,254 of treasury bills, municipal bonds and commercial paper classified within Cash and Cash Equivalents on the Unaudited Condensed Consolidated Statements of Financial Condition as of September 30, 2014 and December 31, 2013, respectively.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment.

The Company had no transfers between fair value levels during the nine months ended September 30, 2014 or the year ended December 31, 2013.

The carrying amount and estimated fair value of the Company’s financial instrument assets and liabilities, which are not measured at fair value on the Unaudited Condensed Consolidated Statements of Financial Condition, are listed in the tables below.

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EVERCORE PARTNERS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)



			September 30, 2014
	Carrying		Estimated Fair Value
	Amount		Level I		Level II		Level III		Total
Financial Assets:
Cash and Cash Equivalents	$	221,780	$	221,780	$	—	$	—	$	221,780
Securities Purchased Under Agreements to Resell	5,115		—		5,115		—		5,115
Accounts Receivable	103,397		—		103,397		—		103,397
Receivable from Employees and Related Parties	12,207		—		12,207		—		12,207
Assets Segregated for Bank Regulatory Requirements	10,200		10,200		—		—		10,200
Financial Liabilities:
Accounts Payable and Accrued Expenses	$	30,291	$	—	$	30,291	$	—	$	30,291
Securities Sold Under Agreements to Repurchase	99,484		—		99,484		—		99,484
Payable to Employees and Related Parties	14,193		—		14,193		—		14,193
Notes Payable	104,755		—		129,702		—		129,702

			December 31, 2013
	Carrying		Estimated Fair Value
	Amount		Level I		Level II		Level III		Total
Financial Assets:
Cash and Cash Equivalents	$	284,199	$	284,199	$	—	$	—	$	284,199
Securities Purchased Under Agreements to Resell	19,134		—		19,134		—		19,134
Accounts Receivable	83,347		—		83,347		—		83,347
Receivable from Employees and Related Parties	9,233		—		9,233		—		9,233
Assets Segregated for Bank Regulatory Requirements	10,200		10,200		—		—		10,200
Financial Liabilities:
Accounts Payable and Accrued Expenses	$	18,365	$	—	$	18,365	$	—	$	18,365
Securities Sold Under Agreements to Repurchase	75,563		—		75,563		—		75,563
Payable to Employees and Related Parties	19,524		—		19,524		—		19,524
Notes Payable	103,226		—		127,425		—		127,425

The following methods and assumptions were used to estimate the fair value of these financial assets and liabilities:

The fair value of the Company’s Notes Payable is estimated based on a present value analysis utilizing aggregate market yields obtained from independent pricing sources for similar financial instruments.

The carrying amounts reported on the Unaudited Condensed Consolidated Statements of Financial Condition for Cash and Cash Equivalents, Securities Purchased Under Agreements to Resell, Securities Sold Under Agreements to Repurchase, Accounts Receivable, Receivables from Employees and Related Parties, Accounts Payable and Accrued Expenses, Payables to Employees and Related Parties and Assets Segregated for Bank Regulatory Requirements approximate fair value due to the short-term nature of these items.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

Note 10 – Issuance of Notes Payable and Warrants

On August 21, 2008, the Company entered into a Purchase Agreement with Mizuho Corporate Bank, Ltd. (“Mizuho”) pursuant to which Mizuho purchased from the Company $120,000 principal amount of Senior Notes, due 2020 with a 5.20% coupon ("Senior Notes"), and warrants to purchase 5,455 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Shares”) at $22.00 per share (the “Warrants”) expiring in 2020. Based on their relative fair value at issuance, plus accretion, the Senior Notes and Warrants were reflected in Notes Payable and Additional Paid-In-Capital on the Unaudited Condensed Consolidated Statements of Financial Condition. The Senior Notes have an effective yield of 7.94%.

The holder of the Senior Notes may require the Company to purchase, for cash, all or any portion of the holder’s Senior Notes upon a change of control of the Company for a price equal to the aggregate accreted amount of such Senior Notes, (the “Accreted Amount”), plus accrued and unpaid interest. Senior Notes held by Mizuho will be redeemable at the Accreted Amount at the option of the Company at any time within 90 days following the date on which Mizuho notifies the Company that it is terminating their strategic alliance agreement (“Strategic Alliance Agreement”). Senior Notes held by any other holder than Mizuho will be redeemable at the Accreted Amount (plus accrued and unpaid interest) at the option of the Company at any time. In the event of a default under the indenture, the trustee or holders of 33 1/3% of the Senior Notes may declare that the Accreted Amount is immediately due and payable.

Pursuant to the agreement, Mizuho may transfer (A) the Senior Notes (i) with the Company’s consent, (ii) to a permitted transferee, or (iii) to the extent that such transfer does not result in any holder or group of affiliated holders directly or indirectly owning more than 15% of the aggregate principal amount of the Senior Notes, and (B) the Warrants (i) with the Company’s consent, (ii) to a permitted transferee, (iii) pursuant to a tender or exchange offer, or a merger or sale transaction involving the Company that has been recommended by the Company’s Board of Directors, or (iv) to the extent that such transfer is made pursuant to a widely distributed public offering or does not result in any holder or group of affiliated holders directly or indirectly owning more than 2% of the Company’s voting securities and the total shares of Class A common stock transferred, together with any shares of Class A common stock (on an as-converted basis) transferred during the preceding 12 months, is less than 25% of the Company’s outstanding Class A common stock. The Company has a right of first offer on any proposed transfer by Mizuho of the Warrants, Common Stock purchased in the open market or acquired by exercise of the Warrants and associated Common Stock issued as dividends.

The exercise price for the Warrants is payable, at the option of the holder of the Warrants, either in cash or by tender of Senior Notes at the Accreted Amount, at any point in time.

Note 11 – Evercore Partners Inc. Stockholders’ Equity

Dividends – The Company’s Board of Directors declared on October 20, 2014, a quarterly cash dividend of $0.28 per share, to the holders of Class A Shares as of November 28, 2014, which will be paid on December 12, 2014. During the nine months ended September 30, 2014, the Company declared and paid dividends of $0.75 per share, totaling $27,911.

Treasury Stock – During the nine months ended September 30, 2014, the Company purchased 1,612 Class A Shares primarily from employees at values ranging from $45.82 to $61.82 per share, primarily for the net settlement of stock-based compensation awards, and 938 Class A Shares at market values ranging from $48.16 to $55.00 per share pursuant to the Company’s share repurchase program. The result of these purchases was an increase in Treasury Stock of $135,137 on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2014. During the nine months ended September 30, 2014, the Company issued 131 Class A Shares from treasury stock as an earnout payment to certain G5 ǀ Evercore employees and 119 Class A Shares to certain Evercore Wealth Management ("EWM") employees in exchange for their noncontrolling interest in EWM. The result of these issuances was a decrease in Treasury Stock of $8,101 on the Company's Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2014.

LP Units – During the nine months ended September 30, 2014, 1,102 LP Units were exchanged for Class A Shares, resulting in an increase to Common Stock and Additional Paid-In-Capital of $11 and $12,067, respectively, on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition as of September 30, 2014.

Accumulated Other Comprehensive Income (Loss) – As of September 30, 2014, Accumulated Other Comprehensive Income (Loss) on the Company’s Unaudited Condensed Consolidated Statement of Financial Condition includes an accumulated Unrealized Gain (Loss) on Marketable Securities and Investments, net, and a Foreign Currency Translation Adjustment Gain (Loss), net, of ($2,507) and ($10,986), respectively.

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EVERCORE PARTNERS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

Income (Loss) from Discontinued Operations, and the Provision (Benefit) for Income Taxes from Discontinued Operations on the Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2013 includes ($1,683) and ($573), respectively, reclassified from Accumulated Other Comprehensive Income (Loss) related to the recognition of a cumulative foreign exchange translation loss as a result of the consolidation of Pan.

Note 12 – Noncontrolling Interest

Noncontrolling Interest recorded in the unaudited condensed consolidated financial statements of the Company relates to an 11% interest in Evercore LP, a 28% interest in ECB, a 38% interest in EWM, a 34% equity interest in Atalanta Sosnoff Capital LLC ("Atalanta Sosnoff"), a 38% interest in Institutional Equities ("IE"), a 27% interest in Private Capital Advisory ("PCA"), a 14% interest in Evercore Trust Company, N.A. ("ETC") through the second quarter of 2013, a 32% interest in Pan (sold December 3, 2013) and other private equity partnerships. The Atalanta Sosnoff interest excludes the Series C Profits Interest, which has been reflected in Employee Compensation and Benefits Expense on the Unaudited Condensed Consolidated Statements of Operations. The Noncontrolling Interest for Evercore LP, EWM, Atalanta Sosnoff, Institutional Equities and PCA have rights, in certain circumstances, to convert into Class A Shares.

Changes in Noncontrolling Interest for the nine months ended September 30, 2014 and 2013 were as follows:



	For the Nine Months Ended September 30,
	2014			2013
Beginning balance	$	60,577		$	62,243
Comprehensive income (loss)
Net Income Attributable to Noncontrolling Interest	9,120			12,286
Other comprehensive income (loss)	(691		)	(262		)
Total comprehensive income	8,429			12,024
Other items
Evercore LP Units Converted into Class A Shares	(7,748		)	(14,562		)
Amortization and Vesting of LP Units	205			15,545
Distributions to Noncontrolling Interests	(8,553		)	(16,767		)
Fair value of Noncontrolling Interest in Pan	—			1,517
Net Reclassification to/from Redeemable Noncontrolling Interest	31,268			—
Issuance of Noncontrolling Interest	5,949			3,597
Purchase of Noncontrolling Interest	(830		)	(4,529		)
Other	918			—
Total other items	21,209			(15,199		)
Ending balance	$	90,215		$	59,068

Net Income (Loss) Attributable to Noncontrolling Interest related to Pan from Discontinued Operations was ($771) and ($1,178) for the three and nine months ended September 30, 2013, respectively.

Other comprehensive income (loss) attributed to Noncontrolling Interest includes Unrealized Gain (Loss) on Marketable Securities and Investments, net, of ($348) and ($155) for the three and nine months ended September 30, 2014, respectively, and ($56) and ($95) for the three and nine months ended September 30, 2013, respectively, and Foreign Currency Translation Adjustment Gain (Loss), net, of ($1,013) and ($536) for the three and nine months ended September 30, 2014, respectively, and $349 and ($167) for the three and nine months ended September 30, 2013, respectively.

In February 2010, Evercore LP issued 500 LP Units to Trilantic. The original terms were such that at December 31, 2014, at the option of the holder, these LP Units were exchangeable on a one-for-one basis for Class A Shares or may be redeemed for cash of $16,500. Accordingly, this value was being accreted to the minimum redemption value of $16,500 over the five-year period ending December 31, 2014. Accretion was $21 and $63 for the three and nine months ended September 30, 2013,

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

respectively. In October of 2013, the Board of Directors of the Company agreed to release the transfer restrictions associated with these LP Units and the holders of these units exchanged them into Class A Shares.

In conjunction with the Company’s purchase agreement with Atalanta Sosnoff, the Company issued a management member of Atalanta Sosnoff certain capital interests in Atalanta Sosnoff, which are redeemable for cash, at their fair value. Accordingly, these capital interests have been reflected at their fair value of $4,283 within Redeemable Noncontrolling Interest on the Unaudited Condensed Consolidated Statements of Financial Condition at September 30, 2014 and December 31, 2013.

In April 2014, the Company entered into a commitment to purchase 3 units, or 22%, of the aggregate amount of the outstanding EWM Class A units held by members of EWM for 119 Class A Shares and 11 LP Units of the Company, at a fair value of $7,100. This transaction settled on May 22, 2014 and resulted in an increase in the Company's ownership in EWM to 62%. In conjunction with this purchase, the Company amended the Amended and Restated Limited Liability Company Agreement of EWM. Per the amended agreement, the holders of certain EWM interests no longer have the option to redeem these capital interests for cash upon the event of the death or disability of the holder. Accordingly, the value of these interests had been reclassified from Redeemable Noncontrolling Interest to Noncontrolling Interest on the Unaudited Condensed Consolidated Statement of Financial Condition as of June 30, 2014. The above transactions had the effect of reducing Redeemable Noncontrolling Interest and Treasury Stock by $34,577 and $3,856, respectively, and increasing Noncontrolling Interest and Additional Paid-in Capital by $27,477 and $3,244, respectively, at June 30, 2014. These interests were previously reflected at their fair value of $34,577 and $32,523 within Redeemable Noncontrolling Interest on the Unaudited Condensed Consolidated Statements of Financial Condition at March 31, 2014 and December 31, 2013, respectively.

During the third quarter of 2014, the Company committed to purchase, for cash, noncontrolling interests from certain employees who are exiting the IE business. This purchase is contingent on the closing of the Company's acquisition of International Strategy & Investment ("ISI"). This resulted in an increase to Redeemable Noncontrolling Interest of $11,086 on the Unaudited Condensed Consolidated Statement of Financial Condition at September 30, 2014. See Note 15 for further information.

Note 13 – Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders

The calculations of basic and diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders for the three and nine months ended September 30, 2014 and 2013 are described and presented below.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2014		2013			2014		2013
Basic Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income from continuing operations attributable to Evercore Partners Inc.	$	24,309	$	15,017		$	59,142	$	37,953
Associated accretion of redemption price of noncontrolling interest in Trilantic (See Note 12)	—		(21		)	—		(63		)
Net income from continuing operations attributable to Evercore Partners Inc. common shareholders	24,309		14,996			59,142		37,890
Net income (loss) from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(1,055		)	—		(1,596		)
Net income attributable to Evercore Partners Inc. common shareholders	$	24,309	$	13,941		$	59,142	$	36,294
Denominator:
Weighted average shares of Class A common stock outstanding, including vested restricted stock units ("RSUs")	36,527		32,049			35,655		31,908
Basic net income per share from continuing operations attributable to Evercore Partners Inc. common shareholders	$	0.67	$	0.47		$	1.66	$	1.19
Basic net income (loss) per share from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(0.04		)	—		(0.05		)
Basic net income per share attributable to Evercore Partners Inc. common shareholders	$	0.67	$	0.43		$	1.66	$	1.14
Diluted Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income from continuing operations attributable to Evercore Partners Inc. common shareholders	$	24,309	$	14,996		$	59,142	$	37,890
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(a)		(a)			(a)		(a)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(a)		(a)			(a)		(a)
Diluted net income from continuing operations attributable to Evercore Partners Inc. common shareholders	24,309		14,996			59,142		37,890
Net income (loss) from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(1,055		)	—		(1,596		)
Diluted net income attributable to Evercore Partners Inc. common shareholders	$	24,309	$	13,941		$	59,142	$	36,294
Denominator:
Weighted average shares of Class A common stock outstanding, including vested RSUs	36,527		32,049			35,655		31,908
Assumed exchange of LP Units for Class A Shares	(a)		(a)			(a)		(a)
Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs and deferred consideration, as calculated using the Treasury Stock Method	2,208		3,514			2,800		3,457
Shares that are contingently issuable	—		—			110		—
Assumed conversion of Warrants issued	3,138		2,846			3,254		2,515
Diluted weighted average shares of Class A common stock outstanding	41,873		38,409			41,819		37,880
Diluted net income per share from continuing operations attributable to Evercore Partners Inc. common shareholders	$	0.58	$	0.39		$	1.41	$	1.00
Diluted net income (loss) per share from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(0.03		)	—		(0.04		)
Diluted net income per share attributable to Evercore Partners Inc. common shareholders	$	0.58	$	0.36		$	1.41	$	0.96


(a)	The Company has outstanding LP Units in its subsidiary, Evercore LP, which give the holders the right to receive Class A Shares upon exchange on a one for one basis. During the three and nine months ended September 30, 2014 and 2013, the LP Units were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

calculation of diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders. The units that would have been included in the denominator of the computation of diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 4,670 and 4,823 for the three and nine months ended September 30, 2014, respectively, and 6,592 and 6,690 for the three and nine months ended September 30, 2013, respectively. The adjustment to the numerator, Diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $3,200 and $7,987 for the three and nine months ended September 30, 2014, respectively, and $3,035 and $7,880 for the three and nine months ended September 30, 2013, respectively. In computing this adjustment, the Company assumes that all vested LP Units, and all unvested LP Units after applying the treasury stock method, are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Partners Inc. and, that it has adopted a conventional corporate tax structure and is taxed as a C Corporation in the U.S. at prevailing corporate tax rates. The Company does not anticipate that the LP Units will result in a dilutive computation in future periods.

The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company. The shares of Class B common stock do not share in the earnings of the Company and no earnings are allocable to such class. Accordingly, basic and diluted net income per share of Class B common stock have not been presented.

Note 14 – Share-Based and Other Deferred Compensation

During the nine months ended September 30, 2014, the Company granted employees 1,956 Service-based Awards. These awards had grant date fair values from $49.91 to $58.67 per share. During the nine months ended September 30, 2014, 3,099 Service-based Awards vested and 146 Service-based Awards were forfeited.

During 2011, the Company launched a deferred compensation program providing participants the ability to elect to receive a portion of their deferred compensation in cash, which is indexed to a notional investment portfolio and vests ratably over four years and requires payment upon vesting. Compensation expense related to this deferred compensation program was $878 and $2,718 for the three and nine months ended September 30, 2014, respectively, and $949 and $2,778 for the three and nine months ended September 30, 2013, respectively.

Compensation expense related to Service-based Awards, excluding compensation expense related to the amortization of LP Units, was $22,243 and $69,334 for the three and nine months ended September 30, 2014, respectively, and $19,496 and $60,723 for the three and nine months ended September 30, 2013, respectively. Compensation expense related to the amortization of the LP Units was $4,820 and $15,243 for the three and nine months ended September 30, 2013, respectively. Compensation expense related to acquisition-related Awards and deferred cash consideration was $629 and ($36), respectively, for the three months ended September 30, 2014, and $4,626 and $1,663, respectively, for the nine months ended September 30, 2014. Compensation expense related to acquisition-related Awards and deferred cash consideration was $1,867 and $1,095, respectively, for the three months ended September 30, 2013, and $9,093 and $3,359, respectively, for the nine months ended September 30, 2013.

During the third quarter of 2013, the Board of Directors of the Company approved the Long-term Incentive Plan, which provides for incentive compensation awards to Advisory Senior Managing Directors, excluding executive officers of the Company, who exceed defined benchmark results over a four-year performance period beginning January 1, 2013. These awards will be paid, in cash or Class A Shares, at the Company's discretion, in the two years following the performance period, to Senior Managing Directors employed by the Company at the time of payment. These awards are subject to retirement eligibility requirements. The Company periodically assesses the probability of the benchmarks being achieved and expenses the probable payout over the requisite service period of the award.

Periodically, the Company provides new and existing employees with cash payments in the form of loans and/or other cash awards which are subject to ratable vesting terms with service requirements ranging from one to five years. Generally, the terms of these awards include a requirement of either full or partial repayment of these awards based on the terms of their employment agreements with the Company. In circumstances where the employee meets the Company's minimum credit standards, the Company amortizes these awards to compensation expense over the relevant service period which is generally the period they are subject to forfeiture. Compensation expense related to these awards was $4,043 and $9,693 for the three and nine months ended September 30, 2014, respectively, and $1,558 and $4,442 for the three and nine months ended September 30, 2013, respectively. The remaining unamortized amount of these awards was $14,388 as of September 30, 2014.

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EVERCORE PARTNERS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

Note 15 – Commitments and Contingencies

For a complete discussion of the Company’s commitments, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Operating Leases – The Company leases office space under non-cancelable lease agreements, which expire on various dates through 2023. The Company reflects lease expense over the lease terms on a straight-line basis. Occupancy lease agreements, in addition to base rentals, generally are subject to escalation provisions based on certain costs incurred by the landlord. Occupancy and Equipment Rental on the Unaudited Condensed Consolidated Statements of Operations includes occupancy rental expense relating to operating leases of $6,619 and $19,898 for the three and nine months ended September 30, 2014, respectively, and $5,926 and $17,787 for the three and nine months ended September 30, 2013, respectively.

During the first quarter of 2014, the Company entered into lease agreements, which expire on various dates through 2023, with annual base rental payments of approximately $2,000.

Other Commitments – As of September 30, 2014, the Company had unfunded commitments for capital contributions of $9,177 to private equity funds. These commitments will be funded as required through the end of each private equity fund’s investment period, subject to certain conditions. Such commitments are satisfied in cash and are generally required to be made as investment opportunities are consummated by the private equity funds.

The Company also has additional commitments related to its redeemable noncontrolling interests. See Note 12 for further information.

In addition, the Company enters into commitments to pay contingent consideration related to certain of its acquisitions. At September 30, 2014, the Company had one remaining commitment for contingent consideration, related to its acquisition of Protego in 2006. Under the terms of the acquisition agreement, the Company is obligated to pay the partners that sold Protego 90% of the return proceeds and performance fees received from Protego's investment in the general partner of the Discovery Fund. During 2014, the Company received distributions from Discovery Americas Associated L.P., the general partner of the Discovery Fund. Accordingly, as of September 30, 2014, the Company recorded Goodwill of $2,162 pursuant to this agreement. The carrying value of the Company's investment in the Discovery Fund is $2,673 at September 30, 2014. See Note 8 for further information.

In 2013, Evercore Partners Services East L.L.C. ("East"), a wholly-owned subsidiary of the Company, obtained a line of credit from First Republic Bank in an aggregate principal amount of up to $25,000, to be used for working capital and other corporate activities. This facility is secured by (i) cash and cash equivalents of East held in a designated account with First Republic Bank, (ii) certain of East's intercompany receivables and (iii) third party accounts receivable of EGL. Drawings under the facility bear interest at the prime rate. The facility was renewed on June 24, 2014, and the maturity date was extended to June 27, 2015. On August 4, 2014, the Company drew down $25,000 on this facility, which was repaid on September 29, 2014.

In April 2014, the Company entered into a commitment to purchase 3 units, or 22%, of the aggregate amount of the outstanding EWM Class A units held by members of EWM for Class A Shares and LP Units of the Company, for a fair value of $7,100. This transaction settled on May 22, 2014 and increased the Company's ownership in EWM to 62%.

On August 3, 2014, the Company entered into definitive contribution and exchange agreements to acquire all of the outstanding equity interests of the operating businesses of ISI, a leading independent research-driven equity sales and agency trading firm, and to acquire the approximately 40% interest in the Company's Institutional Equities business that it does not currently own. The sellers of ISI and the Company’s Institutional Equities business will receive consideration of up to an aggregate 2,583 vested and unvested Class E Units and up to an aggregate 5,437 vested and unvested Class G and H Interests in Evercore LP, as well as a currently estimated $11,086 in cash for certain sellers of the Institutional Equities business who are not receiving LP Units or Interests.

The sellers of ISI will receive vested and unvested Class E Units that are exchangeable on a one-for-one basis into Class A common stock of the Company subject to timing and other limitations, and vested and unvested Class G and H Interests in Evercore LP, which, when vested, will convert into a number of Class E Units and become exchangeable on a one-for-one basis into Class A common stock of the Company dependent on the financial performance of the combined business over the five years following closing. These units and interests will be allocated between purchase price and future compensation based on their underlying terms.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

The sellers of the Institutional Equities business, who are not receiving cash, will receive vested Class E Units that are exchangeable on a one-for-one basis into Class A common stock of the Company subject to timing and other limitations, and vested Class G and H Interests in Evercore LP, which will convert into a number of Class E Units and become exchangeable on a one-for-one basis into Class A common stock of the Company dependent on the financial performance of the combined business over the five years following closing.

On October 31, 2014, the Company closed on its acquisition of ISI. Following the closing of the transactions, the Company will combine ISI's business with the Company's existing Institutional Equities business within the Investment Banking segment.

Contingencies

In the normal course of business, from time to time the Company and its affiliates are involved in judicial or regulatory proceedings, arbitration or mediation concerning matters arising in connection with the conduct of its businesses, including contractual and employment matters. In addition, Mexican, United Kingdom, Hong Kong, Singapore, Canadian and United States government agencies and self-regulatory organizations, as well as state securities commissions in the United States, conduct periodic examinations and initiate administrative proceedings regarding the Company’s business, including, among other matters, accounting and operational matters, that can result in censure, fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer, investment advisor, or its directors, officers or employees. In view of the inherent difficulty of determining whether any loss in connection with such matters is probable and whether the amount of such loss can be reasonably estimated, particularly in cases where claimants seek substantial or indeterminate damages or where investigations and proceedings are in the early stages, the Company cannot estimate the amount of such loss or range of loss, if any, related to such matters, how or if such matters will be resolved, when they will ultimately be resolved, or what the eventual settlement, fine, penalty or other relief, if any, might be. Subject to the foregoing, the Company believes, based on current knowledge and after consultation with counsel, that it is not currently party to any material pending proceedings, individually or in the aggregate, the resolution of which would have a material effect on the Company. Provisions for losses are established in accordance with ASC 450, “Contingencies” when warranted. Once established, such provisions are adjusted when there is more information available or when an event occurs requiring a change.

Note 16 – Regulatory Authorities

EGL is a U.S. registered broker-dealer and is subject to the net capital requirements of Rule 15c3-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Beginning in the second quarter of 2013, the Company made the election to compute its minimum net capital requirement in accordance with the Alternative Net Capital Requirement, as permitted by Rule 15c3-1. Under the Alternative Net Capital Requirement, EGL's minimum net capital requirement is $250. EGL’s regulatory net capital as of September 30, 2014 and December 31, 2013 was $61,192 and $30,480, respectively, which exceeded the minimum net capital requirement by $60,942 and $30,230, respectively. Certain other non-U.S. subsidiaries are subject to various securities and banking regulations and capital adequacy requirements promulgated by the regulatory and exchange authorities of the countries in which they operate. These subsidiaries are in excess of their local capital adequacy requirements at September 30, 2014.

ETC, which is limited to fiduciary activities, is regulated by the Office of the Comptroller of the Currency ("OCC") and is a member bank of the Federal Reserve System. The Company, Evercore LP and ETC are subject to written agreements with the OCC that, among other things, require the Company and Evercore LP to (1) maintain at least $5,000 in Tier 1 capital in ETC (or such other amount as the OCC may require), (2) maintain liquid assets in ETC in an amount at least equal to the greater of $3,500 or 90 days coverage of ETC’s operating expenses and (3) provide at least $10,000 of certain collateral held in a segregated account at a third-party depository institution. The collateral is included in Assets Segregated for Bank Regulatory Requirements on the Unaudited Condensed Consolidated Statements of Financial Condition. The Company was in compliance with the aforementioned agreements as of September 30, 2014.

Note 17 – Income Taxes

The Company’s Provision for Income Taxes was $15,264 and $38,214 for the three and nine months ended September 30, 2014, respectively and $12,350 and $37,215 for the three and nine months ended September 30, 2013, respectively. The effective tax rate was 38% and 36% for the three and nine months ended September 30, 2014, respectively, and 38% and 42% for the three and nine months ended September 30, 2013. The effective tax rate for 2014 and 2013 reflects the effect of certain

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EVERCORE PARTNERS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

nondeductible expenses, including the vesting of LP Units in 2013, as well as the noncontrolling interest associated with LP Units and other adjustments.

The Company reported an increase in deferred tax assets of $60 associated with changes in Unrealized Gain (Loss) on Marketable Securities and Investments and an increase of $1,737 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the nine months ended September 30, 2014. The Company reported an increase in deferred tax assets of $126 associated with changes in Unrealized Gain (Loss) on Marketable Securities and an increase of $184 associated with changes in Foreign Currency Translation Adjustment Gain (Loss), in Accumulated Other Comprehensive Income (Loss) for the nine months ended September 30, 2013.

As of September 30, 2014, the Company had unrecognized tax benefits of $802, $574 of which, if recognized, would affect the effective tax rate. The Company does anticipate a change of $802 in unrecognized tax positions as a result of the settlement of income tax audits for examining the Company's income tax returns during the upcoming year.

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. Related to the unrecognized tax benefits, the Company recognized $125 and $171 of interest and penalties during the three and nine months ended September 30, 2014, respectively. The Company has $310 accrued for the payment of interest and penalties as of September 30, 2014.

Note 18 – Segment Operating Results

Business Segments – The Company’s business results are categorized into the following two segments: Investment Banking and Investment Management. Investment Banking includes providing advice to clients on significant mergers, acquisitions, divestitures and other strategic corporate transactions, as well as services related to securities underwriting, private fund placement services and commissions for agency-based equity trading services and equity research. Investment Management includes advising third-party investors in the Institutional Asset Management, Wealth Management and Private Equity sectors. On December 3, 2013, the Company sold its investment in Pan and the results are presented within Discontinued Operations. The following segment information reflects the Company's results from its continuing operations.

The Company’s segment information for the three and nine months ended September 30, 2014 and 2013 is prepared using the following methodology:


•	Revenue, expenses and income (loss) from equity method investments directly associated with each segment are included in determining pre-tax income.


•	Expenses not directly associated with specific segments are allocated based on the most relevant measures applicable, including headcount, square footage and other performance and time-based factors.


•	Segment assets are based on those directly associated with each segment, or for certain assets shared across segments; those assets are allocated based on the most relevant measures applicable, including headcount and other factors.


•	Investment gains and losses, interest income and interest expense are allocated between the segments based on the segment in which the underlying asset or liability is held.

Each segment’s Operating Expenses include: a) employee compensation and benefits expenses that are incurred directly in support of the segment and b) non-compensation expenses, which include expenses for premises and occupancy, professional fees, travel and entertainment, communications and information services, equipment and indirect support costs (including compensation and other operating expenses related thereto) for administrative services. Such administrative services include, but are not limited to, accounting, tax, legal, facilities management and senior management activities. Other Expenses include: a) amortization costs associated with the modification and vesting of LP Units and certain other awards, b) the amortization of intangible assets associated with certain acquisitions, c) compensation charges associated with deferred consideration, retention awards and related compensation for The Lexicon Partnership LLP ("Lexicon") employees, d) professional fees for the expense associated with share based awards resulting from increases in the share price, which is required upon change in employment status, e) special charges incurred related to termination benefits, primarily consisting of cash severance and the acceleration of the vesting of restricted stock units, as well as the write-off of leasehold improvements in the Institutional Equities business and f) acquisition and transition costs primarily for professional fees for legal and other services incurred related to the Company’s agreement to acquire all of the outstanding equity interests of the operating businesses of ISI.

The Company evaluates segment results based on net revenues and pre-tax income, both including and excluding the impact of the Other Expenses.

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EVERCORE PARTNERS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars and share / unit amounts in thousands, except per share amounts, unless otherwise noted)

No clients accounted for more than 10% of the Company’s consolidated Net Revenues for the three and nine months ended September 30, 2014.

The following information presents each segment’s contribution.



	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2014		2013		2014		2013
Investment Banking
Net Revenues (1)	$	203,028	$	163,645	$	522,202	$	477,846
Operating Expenses	156,549		126,472		410,832		369,927
Other Expenses (2)	8,828		7,427		16,279		26,738