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Business Developments, Acquisition and Transition Costs, Special Charges and Intangible Asset Amortization
9 Months Ended
Sep. 30, 2017
Business Combinations [Abstract]  
Business Developments, Acquisition and Transition Costs, Special Charges and Intangible Asset Amortization
Business Developments, Acquisition and Transition Costs, Special Charges and Intangible Asset Amortization
Business Developments
On May 8, 2017, the Company entered into an agreement to sell the Institutional Trust and Independent Fiduciary business of Evercore Trust Company, N.A. ("ETC"), which is a part of its Investment Management segment. As of September 30, 2017, the Company recorded $29,942 of Assets Held for Sale, comprised of $28,442 of goodwill, representing an allocation of goodwill based on the relative fair value of the business being sold to the total fair value of the Institutional Asset Management reporting unit, and $1,500 of accounts receivable. The Company also recorded $403 of Liabilities Held for Sale, comprised of deferred revenue. The transaction closed on October 18, 2017 at an adjusted purchase price of $34,354. The pretax gain on the transaction, which will be recognized in the fourth quarter of 2017, is estimated to be approximately $8,200.
During the second quarter of 2017, in accordance with ASC 350, the Company performed an impairment assessment of the goodwill remaining in the Institutional Asset Management reporting unit following the classification of the Institutional Trust and Independent Fiduciary business as Held for Sale. In determining the fair value of this reporting unit, the Company utilized both a market multiple approach and a discounted cash flow methodology based on the adjusted cash flows from operations. The market multiple approach included applying the average earnings multiples of comparable public companies, multiplied by the forecasted earnings of the reporting unit, to yield an estimate of fair value. The discounted cash flow methodology began with the forecasted cash flows of the reporting unit and applied a discount rate of 17.5%, which reflected the weighted average cost of capital adjusted for the risks inherent in the future cash flows. The forecast inherent in the valuation assumes a compound annual growth rate in revenues of 11%.
As a result of the above analysis, the Company determined that the fair value of the remaining business in the Institutional Asset Management reporting unit was less than its carrying value. The Company adopted ASU 2017-04 during the second quarter of 2017. Accordingly, the Company recorded a goodwill impairment charge in the Investment Management segment of $7,107, which is included within Special Charges on the Unaudited Condensed Consolidated Statement of Operations for the nine months ended September 30, 2017. This charge resulted in a decrease of $3,694 to Net Income Attributable to Evercore Inc. (after adjustments for noncontrolling interest and income taxes) for the nine months ended September 30, 2017.
In addition, during the second quarter of 2017, following a sustained period of economic and political instability in Brazil and after concluding that the expected recovery in the merger and acquisition ("M&A") markets in Brazil would be delayed for the foreseeable future, management of G5 Holdings S.A. ("G5 | Evercore") experienced a decline in previously forecasted advisory backlog and revised their revenue forecast. As a result, the Company performed an assessment of the carrying value of its equity interest in G5 | Evercore for other-than-temporary impairment in accordance with ASC 323-10, "Investments - Equity Method and Joint Ventures."  In determining the fair value of its investment, the Company utilized both a market multiple approach and a discounted cash flow methodology based on the adjusted cash flows from operations. The market multiple approach included applying the average earnings multiples of comparable public companies, multiplied by the forecasted earnings of G5 | Evercore, to yield an estimate of fair value. The discounted cash flow methodology began with the forecasted cash flows of G5 | Evercore and applied a discount rate of 17.5%, which reflected the weighted average cost of capital adjusted for the risks inherent in the future cash flows. The forecast inherent in the valuation assumes slight growth in revenues and earnings by the end of 2018, and, over the longer term, assumes a compound annual growth rate in revenues of 5% from the trailing twelve month period ended May 31, 2017.
As a result of the above analysis, the Company determined that the fair value of its investment in G5 | Evercore was less than its carrying value and concluded this loss in value was other-than-temporary. Accordingly, the Company recorded an impairment charge in the Investment Banking segment of $14,400, which is included in Special Charges on the Unaudited Condensed Consolidated Statements of Operations for the nine months ended September 30, 2017, resulting in a decrease in its investment in G5 | Evercore to its fair value of $11,555 as of May 31, 2017.
Acquisition and Transition Costs
The Company recognized $599 and $976 for the three and nine months ended September 30, 2017, respectively, and $339 and $10 for the three and nine months ended September 30, 2016, respectively, as Acquisition and Transition Costs incurred in connection with acquisitions, divestitures and other ongoing business development initiatives. These costs are primarily comprised of professional fees for legal and other services. In addition, for the nine months ended September 30, 2016 acquisition and transition costs included the reversal of $733 of a provision for certain settlements previously established in the fourth quarter of 2015.
Special Charges
The Company recognized $21,507 for the nine months ended September 30, 2017, as Special Charges incurred related to an impairment charge of $7,107 associated with the impairment of goodwill in the Company's Institutional Asset Management reporting unit and an impairment charge of $14,400 associated with the impairment of the Company's investment in G5 | Evercore in the second quarter of 2017. See discussion above for further information.
Intangible Asset Amortization
Expense associated with the amortization of intangible assets for Investment Banking was $2,357 and $7,071 for the three and nine months ended September 30, 2017, respectively, and $2,582 and $8,659 for the three and nine months ended September 30, 2016, respectively, included within Depreciation and Amortization expense on the Unaudited Condensed Consolidated Statements of Operations. Expense associated with the amortization of intangible assets for Investment Management was $118 and $354 for the three and nine months ended September 30, 2017, respectively, and $117 and $460 for the three and nine months ended September 30, 2016, respectively, included within Depreciation and Amortization expense on the Unaudited Condensed Consolidated Statements of Operations.