Operator
Operator
Good morning ladies and gentlemen. Thank you for standing by. Welcome to the Evercore Third Quarter and Nine Months 2015 Financial Results Conference Call. During today's presentation, all parties will be in a listen-only mode. Following the presentation, the conference call will open for questions. This conference call is being recorded today, Monday, November 2, 2015. I would now like to turn the conference call over to your host, Evercore's Chief Financial Officer, Bob Walsh. Please go ahead, sir. Robert B. Walsh - Senior Managing Director & Chief Financial Officer: Good morning and thank you for joining us today for Evercore's Third Quarter and Nine Months 2015 Financial Results Conference Call. I'm Bob Walsh, Evercore's Chief Financial Officer, and joining me on the call today are Ralph Schlosstein, President and Chief Executive Officer; and Roger Altman, our Chairman. After our prepared remarks, we will open up the call for questions. Earlier today, we issued three press releases announcing the extension of our M&A alliance with Mizuho and our plan to commence a secondary offering by Mizuho of all of the shares underlying a warrant that they hold. This will result in an offering to the public of 3.1 million shares. Ralph will comment on this transaction and our ongoing relationship with Mizuho in our opening remarks. Also Evercore's third quarter and nine month 2015 financial results were released. The company's discussion of the third quarter results today is complementary to that press release, which is available on our website at www.evercore.com. This conference call is being webcast live on the Investor Relations' section of the website and an archive of it will be available beginning approximately one hour after the conclusion of this call for 30 days. I want to point out that during the course of this conference call, we may make a number of forward-looking statements. These forward-looking statements are subject to various risks and uncertainties, and there are important factors that could cause actual outcomes to differ materially from those indicated in these statements. These factors include but are not limited to those discussed in Evercore's filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. I want to remind you that the company assumes no duty to update any forward-looking statements. In our presentation today, unless otherwise indicated, we will be discussing adjusted pro forma or non-GAAP financial measures, which we believe are meaningful when evaluating the company's performance. For detailed disclosures on these measures and our GAAP reconciliations, you should refer to the financial data contained within our press release, which, as previously mentioned, is posted on our website. We will refrain from repeating the information included in the press release and focus instead on the key opportunities, challenges, and changes in our business. We continue to believe that it is important to evaluate Evercore's performance on an annual basis. As we've noted previously, our results for any particular quarter are influenced by the timing of transaction closings. I'll now turn the call over to Ralph. Ralph L. Schlosstein - President, Chief Executive Officer & Director: Thank you, Bob, and good morning, everyone. Let me start by apologizing for any inconvenience that we may have created by moving our earnings announcement back by three business days. The delay was precipitated by our desire to announce our third quarter earnings and the capital transactions with Mizuho simultaneously, and the fact that the documentation and final approvals for the Mizuho debt financing were completed very recently. As Bob indicated, we will be launching an offering today of 3.1 million Class A shares owned by Mizuho. Those of you who have followed Evercore for some time likely know the history here. But it is worth briefly elaborating on our relationship with Mizuho. First, the core of our relationship with Mizuho is an M&A alliance in the advisory business. This alliance has been in place for almost 10 years and, as part of these transactions, it has been extended for three additional years and expanded to include Japan and all geographies, not just U.S.-Japan cross-border transactions. This will enable Mizuho and Evercore to continue to capitalize on what we believe is a long-term trend, namely the increase in Japan outbound M&A activity, driven by limited growth opportunities in the Japanese market. Mizuho's sale of its shares is precipitated by the fact that Mizuho, like all large Japanese financial institutions, is evaluating all of its non-control corporate equity investments in the context of the new governance and capital standards in Japan, and obviously, in response to the expectations of their own investors. Mizuho, like all large Japanese financial institutions, is focused on its core business, which you know has earned a very good return. And obviously, this investment in Evercore is not a part of their core business, although they will realize a very nice gain on this transaction. When Mizuho approached us with the proposal to exercise the warrants, we immediately began to work with them to find an approach that was beneficial to Mizuho shareholders and to our shareholders. In summary, over the next several days, we plan to do the following: Launch an offering to sell 3.1 million of Class A common stock. Evercore and Mizuho Securities will serve as joint bookrunners for this transaction. There is no green shoe for the offering, as Mizuho's regulatory and governance objectives dictate that they sell their entire stake, and no more or no less. Mizuho will fund the settlement of the warrants by tendering the Evercore notes that they currently hold, as well as paying approximately $11 million in cash. Evercore will purchase 2.35 million of the 5.45 million shares into Treasury, concurrent with the pricing of the public offering, at a price equal to the public offering price minus the underwriting discount. The repurchase will be funded by a new $120 million five-year floating interest rate loan from Mizuho. We expect these transactions to be modestly accretive to our earnings-per-share, given the lower interest cost of the new debt and the modest reduction in fully diluted shares outstanding. Let me turn my attention now to our financial results. We are pleased with our third quarter and year-to-date operating results, and the continued positive momentum in our business. Our results reflect record revenues, net income, and earnings per share on both a three and nine-month basis, driven by strong contributions from each of our core businesses. We reported operating margins of 24% and 22.5% for the three and nine months ended September 30, 2015, respectively. Exceeding the comparable margins reported in 2014, despite incurring elevated compensation costs associated with the hiring of a record 10 advisory senior managing directors during 2015. The last three of these 10 Senior Managing Directors have joined the firm since our second quarter call, and all 10 new SMDs are calling on clients and working hard to build a pipeline of engagements for 2016 and beyond. Client activity was strong globally and in multiple sectors, including healthcare, technology, financial services and energy. Our restructuring group is seeing some pickup in activity as well, both in energy and in other sectors affected by declining commodity prices and by a slow economic activity and the stronger dollar. Our equities business delivered another strong quarter, growing revenues and reporting operating margins of 20%, despite a soft quarter in equity underwriting. And our investment management teams continue to contribute, delivering operating margins of 28%, though the August market downturn and the declining peso reduced total assets under management. We were particularly gratified to learn in early October that Institutional Investor recognized Evercore ISI as the number one independent research firm in the U.S., and number three among all firms, a significant improvement over last year's number five finish. And I might add, this is the first time that a non-bulge bracket firm has been – appeared in the top three since DLJ did as number two in 1995. Let me quickly go over the numbers. First, the third quarter; third quarter net revenues were $305.6 million, up 36% versus the same period last year and a record for the third quarter. Net income, also a record for the third quarter, was $42.9 million, up 30% from the third quarter last year. And our EPS of $0.81 was also a record for the third quarter, up 14% from the third quarter last year. Operating margins were 24% for the quarter compared to 22.9% in the third quarter of 2014. Our compensation ratio was 57.4% for the quarter, lower than the 65. – 60.5% in the same period last year. And non-comp cost increased modestly to 56.8 million, (10:22) principally reflecting continued growth in the head count of our businesses. Record revenues in net income for the first nine months were $812.3 million and $106.6 million, up 37% and 36%, respectively. This is the seventh successive year of uninterrupted revenue growth for the same – for the nine-month period. EPS for the first nine months increased 20% to $2.01, another record. Operating margins for the first nine months were 22.5% versus 21.9% last year. The first nine months, we continued our record of returning significant capital to our shareholders, returning $188.5 million, including repurchasing 3 million shares in units in the first nine months of the year. Offsetting the full effect of bonus equity awards, new higher equity awards completely, and beginning to offset the shares issued to purchase ISI. These shares were purchased at an average price of $50.87. Our Board has approved a $0.03 per share increase to our quarterly dividend to $0.31 per share. And this is the eighth consecutive year we have increased our dividend. Let me now turn the call over to Roger to comment on our investment banking performance and the M&A environment in general. Roger C. Altman - Founder & Executive Chairman: Hi, good morning, everyone. For the quarter, Investment Banking net revenues were $280 million, up 41% year-over-year, as the highest third quarter revenue – highest third quarter Investment Banking revenue in the firm's history. For the nine months, net revenues were $738 million, up 44% year-over-year, and also the highest nine-month net Investment Banking revenue we've ever realized. Operating income for the third quarter was $66 million, up 39% year-over-year. The operating margin of 23.6% was essentially the same as the margin a year ago, although up materially from last quarter. Our $280 million of quarterly Investment Banking revenue breakdown as follows; $218 million of advisory fees, $58 million of equities, commissions and fees and $4.5 million of underwriting revenue. Very good quarter as Ralph said, for our equities business. Within the advisory component of that, the number of fee-paying clients for the third quarter was 168, up from 162 year-over-year. And for the nine months the number was 354, up from 310 in 2014, a major increase. We saw 35 fees greater than $1 million for the quarter versus 50 such fees a year ago for the nine months, the two totals are 112 for the nine months of 2015, versus 117 for the nine months of 2014. These patterns are consistent with the transaction environment we are seeing, as the number of deals has not particularly increased and I'll talk about that later, but the average deal size is considerably higher, so we're doing quite a bit better because our deal size is higher. Turning to productivity, the average revenue per SMD on the usual trailing 12-month basis, which we always report was $12.1 million globally, that's 20% higher year-over-year, by the way, another indication of higher deal size. And that reflects a strong performance in the United States, a strong performance in Europe, both of which offset some modest weakness and smaller weakness in Mexico. I might add that our third quarter advisory fees included $14 million in revenue from advising on capital raising transactions, our private funds group and our private capitals advisory group, in addition to the underwriting revenue I talked about. We are on track, in terms of our equity capital markets business. For the nine months, ECM revenue was $32 million, up from $19 million a year ago, was slightly down third quarter versus the third quarter a year ago, but as you can see, strong up for the three quarters. We did 12 bookrun transactions for the nine months that exceeded our total for all of 2014, and I'm sure when this year is finished, we'll also see that ECM is performing strongly. On recruiting, we have continued our long-standing pattern of steady growth in hiring. We ended the quarter with 79 senior managing directors across the firm, up from 76 at the end of the second quarter. Total bankers around the world increased by 36. The three senior managing directors who joined the firm in this quarter were Dan Aronson in Restructuring; Ed Baxter in Healthcare, Specialty Life Sciences; and Walter Kuna in Germany. In terms of our competitive standing, Evercore has increased its market share of the disclosed advisory fee pool every year over the past five, and we believe that will be the case again when the dust settles on 2015 and the data is available. And in terms of large deals between – if you look at recent announcements between Dell, EMC, Broadcom-Avago, parenthetically those are the two largest technology M&A deals ever announced, and for example, the Shire Daikin (16:53) announced this morning, we're doing quite well. The couple of comments on the M&A environment more broadly. In our view, the M&A market remains vibrant. You can see this in the totals. For the nine months of this year, global announced dollar volume is $3.2 trillion, that's up from $2.4 trillion for 2014, a very big increase, 32%. And that occurred despite reasonably flat totals for the third quarter itself. (17:35) having a very strong year in terms of the global announced dollar volume. About half of that global total continues to be represented by the U.S. M&A market. And that market, which is an of particularly important one for us, is up 50% year-over-year for the nine months in terms of announced dollar volume, 50% year-over-year. Now, it's important as I alluded earlier to keep in mind that the number – that there's quite a dichotomy between the dollar volume – between the M&A market as measured in dollar volume and the M&A market as measured by the number of announced deals, because the latter remains pretty flat. It's up 2% globally for the nine months. So all of the growth in the market are largely, all the growth, is coming from larger deal sizes. I don't see anything in the mix right now which would weaken the M&A market. It has considerable momentum. We're not hearing any fresh or recent hesitation on the part of corporations or financial investors. So the market outlook would seem to be good. Of course, we live in a world where any minute there can be some gigantic event, but absent that, we would say that the outlook for the global M&A market and the U.S. market remains quite healthy. I'm going to turn it back to Ralph. Ralph L. Schlosstein - President, Chief Executive Officer & Director: Thanks, Roger. Let me just talk briefly about our Equities business and the Investment Management business. First, our Equities business contributed revenues of $60 million in the quarter, including $2.2 million attributed to equity underwriting. Secondary revenue, that's commissions and checks, was up nearly 10% sequentially, and was 14% higher than total revenues from both ISI and Evercore businesses in the third quarter of last year. This is the first quarter since we closed this transaction in October 31st of last year that secondary revenues exceeded revenue received in the two businesses when they operated separately, and was not by a little but by 14%. Overall, the business produced operating margins of 20% in the quarter and 18% in the first nine months of the year. Part of the improvement in margins resulted from the progress that we have made in non-compensation expense, which we're roughly 25% of revenues in the third quarter compared to a run rate slightly above 30% of revenue when we closed a year ago. As I noted at the outset, institutional investor recognized Evercore ISI as the number one independent research firm in the U.S. and number three among all firms. Our number three rank, as I said earlier, represents the highest finish by a non-bulge bracket firm since 1995. And we are very proud of that result, particularly since it occurred in the first year of our merger. We are the only firm in the top five that improved its rankings, and we had the second highest number of analysts ranked number one by II after JPMorgan. We are very pleased that throughout the integration process, we have been able, not only to maintain our high-quality research franchise, but to improve upon it. In terms of Investment Management, our Investment Management business continued to deliver steady results in the third quarter, producing revenues of $25.4 million and operating margins of 28.3%, good results in a volatile market. During the third quarter, we took a fresh look at our Investment Management businesses in order to assure we were positioned to realize targeted returns from this segment. As we discussed, our investment strategy – management strategy is focused on two primary markets, U.S. Wealth Management and Trust Services, and Mexico Investment Management. Our Wealth Management and Trust business continues to perform well, managing $5.9 billion for clients at the end of the third quarter, and 9% growth compared to the end of the third quarter last year. And in Mexico, institutional assets under management are MXN 34.6 billion at the end of the third quarter, down 9% compared to the third quarter of 2014. During the third quarter, we concluded that it is appropriate to recognize an impairment charge for our institutional asset management group of companies, which is comprised of Evercore Casa de Bolsa in Mexico, Evercore Trust Company, and our investment in Atalanta Sosnoff. This impairment is driven by several factors, most significantly lowered expectations for the near-term recovery in AUM at Atalanta Sosnoff, as well as declining results at ECB. Bob will provide further comments on these plans, as well as our non-compensation costs and several other financial matters. Bob? Robert B. Walsh - Senior Managing Director & Chief Financial Officer: Thank you Ralph. First, commenting on our adjusted results. Consistent with our reporting in prior periods, our adjusted results for the third quarter exclude certain costs that are directly related to our equities business and other acquisitions. Most significantly, we have adjusted for costs associated with divesting of equity granted in conjunction with the ISI acquisition. Year-to-date, we have expensed $65.1 million of costs related to these awards in our GAAP results. In the third quarter, we expensed $22 million. Similarly, our GAAP results, including net charge of $2.8 million, reflecting an increase in an estimated earn-out payment related to kiosks that we acquired. Essentially, the businesses have delivered well in excess of initial expectations. As a reminder, our adjusted pro forma presentation includes all of the shares we expect to issue for the equities business in the EPS denominator. Our forecast that drive the number of shares expected to be issued did not change in the quarter. On the same principle, our share count includes shares to be delivered for the earn-out that increased our shares by approximately 186,000 shares this quarter. Changing to non-compensation costs, they were $56.8 million for the quarter, an increase of approximately 2% versus the second quarter, and more than 50% in comparison with last year, all driven by head count growth. Firm-wide operating costs per employee, a metric that we manage to, were $38,900 for the quarter, which was 3% lower than Q2. Such costs include a significant fee which we do not expect to repeat in Q4. Cost per professional would have been $37,500 per employee, excluding that cost. With regard to our equities business, the adjusted operating margins, which govern the ultimate payout for the G and H units for that business, are 18.4% for the third quarter and 15.1% year-to-date. In terms of cost, we have completed the substantial majority of long-tailed projects and effectively implemented the cost containment initiatives that we have been focused on. Going forward, we would anticipate changes in operating costs would reflect material changes in head count and growth in the number of clients and volume of transactions in the business. Focusing on Investment Management, as Ralph indicated, we have begun a project to address the margins for all of the Investment Management business – all of the businesses in the Investment Management segment, as some are performing quite well and others are lagging. The principal focus of this project will be all of the costs within the businesses that are lagging, and we hope to have more to report on that in coming quarters. Taxes, the adjusted pro forma tax rate for the third quarter was 37.3%, a slight increase from the first half of the year, and increasing the nine-month rate to 37.27%. As we have discussed previously, the effective tax rate changes principally due to the level of earnings in businesses with minority owners, and earnings generated outside of the U.S. Our share count for adjusted earnings per share was 53.1 million, an increase of approximately 600,000 shares from Q2 2015. The increase principally reflects the addition of 186,000 shares associated with the earn-out, as well as an increase of approximately 312,000 shares reflecting an increase in the average share price in the quarter. Our average share price for the third quarter was $54.78. As Ralph mentioned earlier, we remain committed to returning capital to shareholders. In the third quarter, we repurchased an additional 527,000 shares. At the end of September, we have remaining authority to repurchase 4.9 million shares. We expect to use 2.35 million of this authorization in conjunction with the share repurchase that Ralph described. And as Ralph indicated, our board increased our quarterly dividend to $0.31, which will be payable on December 11th to shareholders of record on November 27th. Finally, our cash position remains strong as we hold $320.5 million of cash and marketable securities and our current assets exceed current liabilities by approximately $318 million. With that, we will open the line for questions.