Evercore Partners Inc. (Parent Company Only) Financial Statements

EVERCORE PARTNERS INC.

(parent company only)

CONDENSED STATEMENTS OF FINANCIAL CONDITION



	December 31,
	2014			2013
ASSETS
Equity Investment in Subsidiary	$	571,649		$	531,380
Deferred Tax Asset	270,373			254,486
Other Assets	18,638			6,656
TOTAL ASSETS	$	860,660		$	792,522
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Payable to Related Party	$	10,833		$	8,881
Amounts Due Pursuant to Tax Receivable Agreement	191,253			175,771
Long-term Debt - Notes Payable	105,226			103,226
Other Liabilities	2,067			2,063
TOTAL LIABILITIES	309,379			289,941
Stockholders' Equity
Common Stock
Class A, par value $0.01 per share (1,000,000,000 shares authorized, 46,414,240 and 40,772,434 issued at December 31, 2014 and 2013, respectively, and 36,255,124 and 33,069,534 outstanding at December 31, 2014 and 2013, respectively)	464			408
Class B, par value $0.01 per share (1,000,000 shares authorized, 27 and 42 issued and outstanding at December 31, 2014 and 2013, respectively)	—			—
Additional Paid-In-Capital	950,147			799,233
Accumulated Other Comprehensive Income (Loss)	(20,387		)	(10,784		)
Retained Earnings (Deficit)	(17,814		)	(59,896		)
Treasury Stock at Cost (10,159,116 and 7,702,900 shares at December 31, 2014 and 2013, respectively)	(361,129		)	(226,380		)
TOTAL STOCKHOLDERS' EQUITY	551,281			502,581
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	860,660		$	792,522

See notes A to E to parent company only financial statements.

EVERCORE PARTNERS INC.

(parent company only)

CONDENSED STATEMENTS OF OPERATIONS



	For the Years Ended December 31,
	2014		2013		2012
REVENUES
Interest Income	$	8,341	$	14,993	$	7,955
TOTAL REVENUES	8,341		14,993		7,955
Interest Expense	8,341		8,088		7,955
NET REVENUES	—		6,905		—
EXPENSES
TOTAL EXPENSES	—		—		—
OPERATING INCOME	—		6,905		—
Equity in Income of Subsidiary	141,612		87,317		53,229
Provision for Income Taxes	54,738		40,960		24,340
NET INCOME	$	86,874	$	53,262	$	28,889

See notes A to E to parent company only financial statements.

EVERCORE PARTNERS INC.

(parent company only)

CONDENSED STATEMENTS OF CASH FLOWS



	For the Years Ended December 31,
	2014			2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	86,874		$	53,262		$	28,889
Undistributed Income of Subsidiary	(141,612		)	(87,317		)	(53,229		)
Deferred Taxes	(15,887		)	(28,745		)	—
Accretion on Long-term Debt	2,000			1,851			1,711
(Increase) Decrease in Operating Assets:
Other Assets	3,255			(6,656		)	14,310
Increase (Decrease) in Operating Liabilities:
Taxes Payable	—			11,872			11,872
Other Liabilities	—			1,706			(3,101		)
Net Cash Provided by (Used in) Operating Activities	(65,370		)	(54,027		)	452
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in Subsidiary	105,600			90,949			24,239
Net Cash Provided by Investing Activities	105,600			90,949			24,239
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of Evercore LP Units	(1,476		)	(6,832		)	(395		)
Dividends	(38,754		)	(30,090		)	(24,296		)
Net Cash Provided by (Used in) Financing Activities	(40,230		)	(36,922		)	(24,691		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			—			—
CASH AND CASH EQUIVALENTS—Beginning of Year	—			—			—
CASH AND CASH EQUIVALENTS—End of Year	$	—		$	—		$	—

See notes A to E to parent company only financial statements.

EVERCORE PARTNERS INC.

(parent company only)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note A – Organization

Evercore Partners Inc. (the “Company”) was incorporated as a Delaware corporation on July 21, 2005. The Company did not begin meaningful operations until the reorganization discussed below. Pursuant to a reorganization into a holding company structure, the Company became a holding company and its sole asset is a controlling equity interest in Evercore LP. As the sole general partner of Evercore LP, the Company operates and controls all of the business and affairs of Evercore LP and, through Evercore LP and its subsidiaries, continues to conduct the business now conducted by these subsidiaries.

Note B – Significant Accounting Policies

Basis of Presentation. The Statements of Financial Condition, Operations and Cash Flows have been prepared in accordance with U.S. GAAP.

Equity in Income of Subsidiary. The Equity in Income of Subsidiary represents the Company’s share of income from Evercore LP.

Note C – Stockholders’ Equity

The Company is authorized to issue 1,000,000 Class A Shares, par value $0.01 per share, and 1,000 shares of Class B common stock, par value $0.01 per share. All Class A Shares and shares of Class B common stock vote together as a single class. At December 31, 2014, the Company has issued 46,414 Class A Shares. The Company canceled 15 shares of Class B common stock in exchange for $1.00, which were held by certain limited partners of Evercore LP during the twelve months ended December 31, 2014. During 2014, the Company purchased 1,661 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 1,046 Class A Shares at market values ranging from $47.99 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 $142,850 on the Company’s Statement of Financial Condition as of December 31, 2014. During 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 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 Statement of Financial Condition as of December 31, 2014. During the year ended December 31, 2014, the Company declared and paid dividends of $1.03 per share, totaling $38,754 which were wholly funded by the Company’s sole subsidiary, Evercore LP.

As discussed in Note 17 to the consolidated financial statements, both the LP Units and RSUs are exchangeable into Class A Shares on a one-for-one basis once vested.

Note D – Issuance of Notes Payable and Warrants

On August 21, 2008, the Company entered into a Purchase Agreement with Mizuho pursuant to which Mizuho purchased from the Company Senior Notes and Warrants expiring 2020. See Note 12 to the consolidated financial statements.

Note E – Commitments and Contingencies

As of December 31, 2014, as discussed in Note 12 to the consolidated financial statements, the Company estimates the contractual obligations related to the Senior Notes to be $157,440. Pursuant to the Senior Notes, we expect to make payments to the notes’ holder of $6,240 within one year or less, $12,480 in one to three years, $12,480 in three to five years and $126,240 after five years.

As of December 31, 2014, as discussed in Note 18 to the consolidated financial statements, the Company estimates the contractual obligations related to the Tax Receivable Agreements to be $202,081. The company expects to pay to the counterparties to the Tax Receivable Agreement $10,828 within one year or less, $22,424 in one to three years, $23,967 in three to five years and $144,862 after five years.