Evercore Inc (EVR) 2015 Q4 法說會逐字稿

Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the Evercore fourth-quarter and full-year 2015 financial results conference call.

(Operator Instructions)

This conference call is being recorded today, Wednesday, February 3, 2016. I would now like to turn the conference call over to your host, Evercore's Chief Financial Officer, Bob Walsh. Please go ahead, sir.

Thank you. Good morning I think of joining us today for Evercore's fourth-quarter and full-year 2015 financial results conference call. Thank you. Good morning, and thank you for joining us today for Evercore's fourth-quarter and full-year 2015 financial results conference call. I'm Bob Walsh, Evercore's Chief Financial Officer. And joining me on the call today is Ralph Schlosstein, our President and Chief Executive Officer. Roger Altman, our Chairman, is unable to attend today's call due to a scheduling conflict.

After our prepared remarks we will open up the call for questions. Earlier today we issued a press release announcing Evercore's fourth-quarter and full-year 2015 financial results. The Company's presentation today is complimentary to that press release, which is available on our website at Evercore.com. This conference call is being webcast live on the Investor Relations section of the website, and our archive of it will be available 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 the 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.

Our presentation today, unless otherwise indicated, 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 their GAAP reconciliations, you should to the financial data contained within our press release, which as previously mentioned is 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 have 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.

Thank you Bob, and good morning everyone. 2015 was yet another record year for Evercore and our seventh consecutive year of significant growth in revenues, net income and earnings per share with revenues exceeding $1 billion, in fact $1.2 billion, for the first time in our history. We concluded a very active year with a strong fourth quarter with the pace of activity remaining quite high throughout the quarter and into 2016.

We saw strength in the US and in Europe and across multiple sectors such as technology, media and telecom, financial services, healthcare and energy. We also began to see an increase in restructuring activity in the second half of the year, which has continued into 2016. 2015 was a strong recruiting year at Evercore with the addition of 10 advisory senior managing directors and 2 senior advisors. And in 2016 two new SMDs, Bill Anderson and Jim Renwick, have already joined the firm.

Productivity of our Senior Managing Directors reached a multi-year high of $12.7 million per SMD, up 16% over last year. Equity capital markets revenue grew over 40% this year to $40 billion globally. And we saw our pipeline of book-run mandates grow as we entered 2016.

Our equities business performed well in 2015, its first full year as a combined business. Secondary revenues were essentially equal to the revenues of the ISI and Evercore businesses in 2014 when we operated separately for the first 10 months of the year and together for the last two months of the year. Non-compensation costs in this business trended downward throughout the course of the year.

In investment management we continued to focus on our wealth management and trust business, and our money management business in Mexico. In the quarter we restructured our investment in Atalanta Sosnoff and we recently bought out the minority interest in our Mexican business. These steps are meant to simplify the business and improve profitability.

Assets under management from the consolidated business are $8.2 billion after affecting this restructuring. Bob and I will touch on this later. Importantly in 2015 we returned $334 million to our shareholders, increasing our dividend for the eighth consecutive year and repurchasing sufficient shares to offset the dilutive effect of shares granted for bonuses, for new hires and some of the shares issued in the acquisition of ISI.

Let me briefly go over the numbers now. We had net revenues in 2015 of $1.216 billion with net income of $171.3 million, up 33% and 38% respectively. This is the seventh successive year of uninterrupted revenue and net income growth. Earnings per share for 2015 increased 25% to $3.23, another record.

Operating margins were 24% versus 23.1% in 2014, with a full-year compensation ratio of 57.8% compared to 59% last year. These numbers are particularly encouraging given the strong recruiting year that we had in 2015. Our non-compensation ratio increased nominally to 18.2% of revenue caused by the higher non-compensation ratio inherent in our equities business, which was at present last year for a full year.

For the quarter net revenues were $404.1 million, a quarterly record, up 26% versus the same period last year. Net income in the quarter was $64.7 million with earnings per share of $1.22. In each case the best quarter in the firm's history. These results are up 41% and 36% respectively from the fourth quarter last year.

Operating margins were 27.2% for the quarter compared to 25.2% a year ago. The fourth-quarter compensation ratio was 58.6%, up from 58.3% in the same period last year. Non-compensation costs increased to $57.3 million.

Let me briefly address one aspect of our compensation costs. As you know, deferred compensation is a critical element of our compensation strategy, increasing the alignment of interest between our employees and our shareholders by paying a portion of year-end bonuses in restricted stock units.

As we completed our compensation program for the year, and recognizing the strong results we achieved, we concluded that we could achieve our objectives with slightly lower deferred compensation this year. As a result, our reported compensation ratio is slightly higher than we had projected during the course of the year. If we had kept deferrals at the same share of compensation as last year, our compensation ratio for the fourth quarter would have been similar to our accrual in the first nine months of the year and our EPS would have been $0.06 a share higher.

Let's now turn to our Investment Banking results. Our Investment Banking business had a record year for both revenues and operating income. Net revenues were $1.115 billion, a 38% increase over 2014. Operating income was $268.7 million, a 40% increase over the same period last year.

For the quarter, advisory fees were $308.3 million (sic - see press release, "$304.3 million"). Advisory revenue in the quarter included 68 fees equal to or greater than $1 million in comparison with 63 such fees in the fourth quarter of 2014. For the full year advisory revenues included 180 fees equal to or greater than $1 million in comparison to a 173 such fees last year. The number of fee-paying transactions in the fourth quarter was 222, up from 201 in the fourth quarter of 2014. For the full year the number of fee-paying client transactions was 484, up 16% from 418 last year.

We remain active globally, earning 35% of our advisory fees in 2015 from clients located outside of the United States, and continuing to build our pipeline of global transactions. Global equity underwriting revenues in 2015 were $40.1 million, with volatile markets weighing on the pace of activity, particularly in the second half of the year. We participated in 51 underwriting transactions in 2015, and 19 of those were book-run transactions.

As I mentioned, volatility in the second half of the year, particularly in the third quarter, did affect underwriting activity and this volatility of course has continued into the first quarter of 2016. Nonetheless we were very pleased to participate in literally the first IPO in the Americas in 2016 for Javer, a home-building company in Mexico. We saw increased restructuring activity in 2015, particularly in the second half of the year as macroeconomic volatility created further opportunities, particularly in the energy and commodity-reliant sectors. We expect stress in these and other economically vulnerable sectors to continue paving the way for increased restructuring activity in 2016.

As I mentioned earlier, in January we welcomed Bill Anderson and Jim Renwick as Senior Managing Directors. Bill joins us from Goldman Sachs to expand our capabilities as the Global Head of our Strategic Shareholder Advisory Practice, and brings his expertise in activism shareholder defense and other shareholder-related issues. And Jim joins us from Barclay's, and will lead a new dedicated ECM Advisory capability in London, an important development for our growing European Investment Banking business. We ended the quarter was 79 Advisory Senior Managing Directors following our strongest year ever, both in terms of external recruiting and internal promotions.

We continue to advise on many of the leading transactions in the marketplace, including advising DuPont on its successful defense in the largest proxy contest ever, adding -- advising on two of the five largest M&A transactions in the US, DuPont on its $68 billion merger of equals with Dow Chemical and EMC on its $67 billion sale to Dell and its owners; advising Shire on its $34.9 billion acquisition of Baxalta, as well as its $6.2 billion acquisition of Dyax Corp; advising the Board of Directors of Targa Resources on its acquisition of Targa Resources Partners LP; advising Cable and Wireless Communications PLC on its sale to Liberty Global PLC; and advising Chesapeake Energy Corporation on its $3.9 billion senior notes exchange offering.

Our private funds and private advisory teams completed a successful year and finished the year with a particularly strong fourth quarter. In 2015 we advised on 63 capital-raising transactions associated with primary and secondary transactions for alternative investment funds. Furthermore, our private funds group raised $2.5 billion of new capital this year for a wide range of clients.

Let me talk briefly about our equities business. Our equities business contributed revenue of $67.8 million in the quarter, including $4.2 million attributable to underwriting activities. Commission and CSA revenue were known as secondary revenues was up 10% versus the third quarter of 2015.

Full-year revenues of $245.3 million (sic - see press release, "$245.5 million") were up versus the revenues of the combined business in 2014, with commission and CSA revenues of $226.4 million essentially equal to last year. While secondary revenues were essentially flat for the year, which we think is a quite good accomplishment in the first year of the merger, we're very encouraged that these revenues were up 6% in the second half of the year versus last year compared to down 7% in the first half of last year. This trend continued into January 2016.

Overall the business produced operating margins of 22.4% in the quarter and 19% for the year. As importantly, our ECM strategy is beginning to deliver, and institutional investors continue to recognize the high quality of our research product, and sales and trading support. Our cost control initiatives in the equity business also helped to drive the improvement in margins during the course of the year.

Let me now turn briefly to the Investment Management business. For the fourth quarter Investment Management reported net revenues and operating income of $26.2 million and $7 million respectively, producing an operating margin of 26.7%. For the year Investment Management reported net revenues and operating income of $100.9 million and $23.8 million respectively and FY15 operating margins were 23.6% compared to 17.3% in 2014.

Our wealth management business continues to perform well, managing $6.2 billion for clients at the end of 2015, 10% growth compared to the year-end 2014. And Evercore Trust Company had a record year, increasing both its revenues and earnings substantially. In Mexico, institutional assets under management were MXN28.7 billion at the end of 2015, down 7% year on year. We also completed several steps to streamline and restructure our investments in this business.

Bob will provide further comments on these efforts as well as our non-compensation costs and several other financial matters. Bob?

Thank you, Ralph. Starting off with the investment management restructuring. On December 31, 2015 we restructured our investment in Atalanta Sosnoff such that its results will be reflected on the equity method of accounting in 2016. This will lower revenues for the segment but not have a material impact on the bottom line. In conjunction with the restructuring we incurred $4.6 million of non-cash charges after consideration of the impact of noncontrolling interests that are associated with the reorganization, as well as a true-up to the final amount of the impairment charge initially recorded in the third quarter. These costs are excluded from our adjusted pro forma results.

And as Ralph mentioned, in January we acquired the 28% of ECB, the investment management business in Mexico, that we did not fully own for approximately MXN120 million. This converted ECB to a wholly owned subsidiary. Cost reduction initiatives are underway, as the business is committed to delivering improved margins in 2016.

Turning to our adjusted results. Consistent with our prior -- with our reporting in prior periods, our adjusted results for the fourth quarter exclude certain costs that are directly related to the equities business and other acquisitions. Most significantly we have adjusted for costs associated with the vesting of equity granted in conjunction with the ISI acquisition. For the year we've expensed $83.7 million of costs related to these awards in our GAAP results. In the fourth quarter we expensed $17.6 million. We also recognized a provision in our US GAAP results in the quarter relating to certain regulatory matters that arose at ISI prior to the acquisition.

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 forecasts that drive the number of shares expected to be issued did not change in the quarter.

Turning to non-compensation costs. As you know, our primary gauge of non-comp costs is cost per employee. We continue to make progress on this metric with firm-wide operating costs per employee of approximately $38,000 for the quarter, down 2% from Q3 and 11% lower than Q4 of last year.

With that said, non-comp costs of $57.3 million for the quarter increased by approximately 1% versus the third quarter and 9% in comparison with the fourth quarter of last year, reflecting growth in headcount and increased travel costs. Travel was elevated based on a high level of activity and a higher level of transaction-specific costs.

For the equities business the adjusted operating margins, which govern the ultimate payout of the G&H units for the equities business, were 15.9% for the fourth quarter and 15.2% for the full year. As a consequence, the first tranche of the G units will become vested and exchangeable in the first quarter.

Our adjusted pro forma tax rate for the fourth quarter was 37.5%, a slight increase from the first nine months of the year, increasing the full-year rate to 37.34%, slightly higher than the 37.28% for the nine months. This compares to an effective tax rate of 37.84% in 2014. 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 United States.

Briefly updating on our share count. For adjusted pro forma earnings per share, we had 53 million shares, a decrease of approximately 100,000 shares from the third quarter, which was principally driven by share repurchase transactions. Our average share price for the quarter was $54 in comparison with $54.78 in Q3. Thankfully this will be less relevant going forward.

As a reminder Mizuho exercised their warrants during the fourth quarter, acquiring 5.45 million shares, 3.1 million of which were sold immediately to the public and the remainder acquired as treasury shares. Excluding the Mizuho shares repurchased, we repurchased 3.1 million shares and units in 2015, fully offsetting the dilution of bonus and new hire shares awarded in the year and also offsetting approximately 10% of the shares expected to be issued for the ISI acquisition. And finally with regard to our financial position, our cash position remains strong as we hold $493 million of cash and marketable securities at year end, with current assets exceeding current liabilities by approximately $341 million.

I'll now turn the call back to Ralph for closing comments.

Let me close with some observations on the M&A market in 2015 and on the outlook as we enter 2016.

2015 was of course a record year in terms of the dollar amount of transactions, both globally and in the US. Global announced M&A volume was up -- was $4.7 trillion in 2015, surpassing the previous high set in 2007 by more than 15%. Announced activity in the US was up even more.

Global announced M&A volume in 2015 was up 43% year over year. The USA activity of course was up 65%. In 2015 the US continued to be the engine of global M&A activity, accounting for nearly 50% of global volumes.

Virtually all of the growth from 2014 to 2015, both in the US and globally, was in large transactions, the dollar volume of transactions greater than $5 billion. Completed M&A volume ended the year up 26% globally and up 30% in the US versus the prior year. In terms of the number of transactions -- announced transactions which we often pointed out does drive revenues in this business, the number of announced M&A deals globally in 2015 was flat year over year, and it was actually down 2% in the US.

With respect to 2016, let me make a few points. First, clearly the capital markets are off to a choppy start in the beginning of this year. Notwithstanding this fact, our backlogs remain very strong, both in our M&A and our restructuring practices. And our people are as busy as they have ever been.

Second, it is worth noting that there was quite a wide gap between the dollar amount of announced transactions and the dollar amount of closed transactions last year, suggesting that there's a sizable backlog of announced deals but not yet closed. Our backlogs certainly are consistent with this global phenomenon.

Third, while we generally only have visibility into the next 3 to 6 months in our business, it appears that this period into which we do have decent visibility, the first 6 months of 2016, will be one of those unusual periods in which both M&A and restructuring activity will be strong. And finally, while we would expect to see some falloff in CEO confidence if the volatility and capital markets continues for an extended period of time and potentially even begins to affect the real economy, we have not seen any such effect up to this point.

Let me now open the floor for questions.

Thank you, sir.

(Operator Instructions)

Daniel Paris, Goldman Sachs.

Good morning, guys. Maybe start out big picture. We've seen a bit of a disconnect between the high-yield and investment-grade financing markets in terms of costs and availability. Just trying to get a sense for how much the high-yield market matters for your M&A business, broadly speaking? Has the uptick in financing costs been an impediment, either closing deals are announcing new ones, or investment-grade the more important market to watch?

They're both important. In the investment-grade world, which is driven primarily by strategic transactions, the characteristics of the M&A activity are pretty much unchanged. As you said, spreads haven't widened that much. There's lots of cash on corporate balance sheets. A slow growth environment, which we have been in for some time and we expect will continue to be prevalent, is precisely the kind of environment that encourages strategic activity among or between investment-grade companies. Clearly the widening in spreads, which has stabilized at this point, in the high-yield market does have some impact on particularly private equity activity and activity by non-investment-grade companies. But particularly in the PE world that's offset somewhat by the weakening in equity prices which makes companies more attractive to private equity investors. And as we all know, there's a vast amount of capital, so-called dry powder, in the P&E industry.

Got it. That's helpful, thanks. And then you talked a little bit about the restructuring environment picking up. I wanted to get a sense, is that largely concentrated in the energy space? And has your restructuring business historically been tilted towards the energy sector as your M&A business has?

Our restructuring business has historically not been tilted toward the energy sector. Restructuring activity today has picked up a lot in the energy and other commodity-oriented industries. But it's spilled over a little bit into other activities, into other sectors as well on a somewhat more episodic basis. Keep in mind a slow nominal growth environment can have a corrosive effect on highly levered companies. And we are starting to see a little bit of that beyond the energy and commodity-driven sectors as well.

Got it, okay. Maybe just the last one for me. How are you thinking about how you balancing recruiting? You've obviously done a really good job the past few years. But how do you balance that against what's the choppier market backdrop to start the year?

I think we've been pretty consistent through good markets and bad markets recruiting 4 to 7 Senior Managing Directors externally. I've always said that if we got the opportunity in any given year to recruit a larger number of very high quality Senior Managing Directors we would seize upon that, even if it meant that it might set us back a teeny bit in our progress that we have persistently made -- consistently made in our operating margins. Last year happen to be one of those years. Fortunately we had a good enough year that we were able to hire 10 Senior Managing Directors and still make progress on our operating margins. It's a little early in the year to say where we will wind up this year. But I suspect we'll probably be more in our traditional range of 4 to 7 new SMDs.

That's very helpful. Thanks for taking my questions

Sure. Thank you.

Devin Ryan, JMP Securities.

Thanks. Good morning, guys. Just want to come back to the theme of M&A and restructuring both moving in the same direction. I guess just your sense of whether that's a sustainable trajectory, and being maybe a function of an uneven economy or slower growth. Because obviously that would seem to be actually a pretty good backdrop for Evercore. But just what's the perspective of whether or not you think that could actually be a sustainable trend that could last for some time?

Well, our visibility to that is exactly as long as our visibility to any part of our business. So it appears, as I said in my remarks, that for the next three months, which have pretty clear visibility to, and six months, which we have a little less visibility to, that will be the case. Beyond that, Devin, I think it's really hard to comment. And I would say logically it's unlikely that, that kind of an environment will sustain itself for a long period of time because these businesses over a very long period of time have been somewhat countercyclical. I think you just have right now a phenomenon where you have a fair amount -- not a fair amount, a lot of financial distress in a couple of very important sectors where we happen to have very good banking practices. And at the same time M&A activity still continues at a pretty healthy pace.

Okay, great. That's helpful. And then just outside the US, thinking about Europe. Can you maybe give a little more detail around the dynamics between the UK and maybe Europe more broadly? It seems the UK is ahead of broader Europe. So I'm just curious if you're seeing kind of a continued recovery in both markets, or if a similar dynamic that's occurring here with some economic malaise is starting to filter through and maybe softening outlook there?

Well, I think you have to recognize that a lot of the activity in the so-called UK is European activity because a lot of the UK-based companies are certainly pan-European. And in fact many of them are very large global companies. So I think it's not -- if you look at the activity in the UK, which has been fairly good, and you look at the economy in the UK, which has been relatively strong versus the rest of Europe, it's probably more a coincidence than a causal effect because the bigger UK companies are quite global at the orientation.

Okay. I agree. And just last. Clearly, I think the outlook as you pointed out over the next couple of quarters looks pretty good based on the backlog. To the extent there's some change in trajectory or things do deteriorate, how much can you flex expenses, meaning if we think about the expense base today, how much is fixed versus how much is actually variable that could pull back with revenues, if in fact we do go that route?

Well, our largest expense by far, obviously, is compensation. So there clearly has always been in our industry a linkage between compensation and revenue, and compensation and success of the firm. That linkage is direct at the most senior levels, our Senior Managing Directors get compensated a relatively stable proportion of the revenues of the firm as a whole. So if revenues went down, their compensation would clearly go down. We would expect to see some affect on the non-SMD professionals as well, although there it obviously will be tempered by what happens in the industry as a whole because we have generally paid quite competitively with both our large and independent competitors, which has accounted for the very high stability of our workforce. And I think we would certainly seek to continue to do that.

And Devon, it's Bob. Because all of you tear apart our 10-Ks, that we've been very balanced in our use of deferred compensation on an annual basis. And as Ralph noted in his remarks, we actually stepped back just a small bit on the relative level of deferred compensation this year, so providing even a little bit more flexibility as we look at our fixed cost base going forward.

Got it. Very helpful. Thanks for taking my questions, and congratulations again on the great year and great quarter.

Thank you very much.

Jim Mitchell, Buckingham Research.

Good morning. Just maybe talking a little bit about the buyback. And cash was up, I think, over 25% cash and securities year over year. So you're growing the cash pile pretty significantly. Given the stock price down, is there any appetite to accelerate a buyback to push the net share count down more aggressively, or is it still steady offset dilution for the most part?

Jim, I think I'd start with really there's been no change in terms of our capital deployment plan which is, we return all of our cash to our shareholders. And I think we have a decent track record of being opportunistic about that.

Okay. Fair enough. And just on an equity underwriting, obviously the near-term volatility is weighing on that business. But as you move further along with the ISI acquisition and hiring bankers on the equity capital market side, what's the sense just of the bankers and the opportunity set there? Is it better, worse, ex the current environment?

I would say ex the current environment we kind of feel we are on track. I think I said when we did this transaction that we would hope over a three-year period of time, give or take, that we would have underwriting revenues in the $75 million $100 million range. If you look at other non-bulge bracket firms, it seems like that's a quite achievable range of equity underwriting activity. And we're making steady progress toward that level. And I hope when we get to that level we can actually sit here and say we can see going beyond that.

But obviously, the pace at which we get there is certainly affected by the markets as well. I think the only forward-looking statement I've ever made in almost seven years on this job is I said at the beginning of last year that we hope to do $40 million to $50 million of underwriting activity for the year. We squeaked over (technical level) million level, and primarily due to the falloff in activity in the second half of the year. If you look at -- the metrics that are important to us to continue to make positive progress are number one, are we participating in more transactions in more sectors? The backlog clearly does reflect that. And number two, is our position in those offerings improving? In other words, are more and more of those book-run transactions? And that is also very true. So the way we get from where to where we want to be is be in more deals and make more money on each of those transactions. And both of those things are happening.

Okay, that's very helpful. And just one last question, maybe a follow-up on the comp ratio. As we think to next year should we assume that a similar outcome of little less deferred in the comp ratio could be incrementally higher for the full year, or should we -- or is that not the way we think about it?

Well, if you can tell me what revenues will be, I'll be glad to answer that question. Look, I think I've said, I think almost every year, that our goal was to make steady progress in our comp ratio each year down to 50%, mid to high 50%s. We are now in that range. We had a pretty good year this year. It feels like if the world stays in a good position we ought to be able to make a little bit more progress this year. But of course if we had a very high hiring year, which we can't rule out, that could be affected by that. But I think we're not far from what is the appropriate steady state level of expense, the compensation expense for this business.

We didn't know (inaudible) would come down.

That would not be a good thing for our shareholders

Yes. Well, we didn't do that. We already have two.

Yes

Great. Okay. Thanks for taking my questions.

All right. Thank you.

Brennan Hawken, UBS.

Good morning, guys. A couple quick follow-ups, Ralph, on some of your comments on the environment, which were really, really helpful. Number one, can you frame for us maybe historical revenues that you guys have been able to generate in restructuring? Because never really thought about you guys having a very big restructuring practice. Is that wrong? And then -- or is it that historical references to restructuring may not be reflective of your current franchise and your current capabilities?

Well, first of all restructuring in terms of the share of total revenues was highly relevant in 2008 and 2009 and 2010. And through 2015 really, or 2014 and 2015 was considerably less relevant to the overall revenues of the business. And we don't report -- we don't breakdown every jot and title of where our advisory revenues came from, but some of our competitors do. And if you looked at their -- the ratio of their restructuring revenues to total advisory revenues, we're all -- we're not dissimilar in how that has changed year to year.

We have, in anticipation of this -- what's happening right now, we have increased a little bit our senior headcount in the restructuring business. As many of you saw in September of last year, Dan Aronson joined us as a partner in that business. 1.5 or 2 years ago we hired another partner in that business. So what I would actually expect is the dollar amount of our restructuring activity relative to, if we ever got into a really super vibrant restructuring world, I would guess that the dollar amount of our activity would be higher than in previous restructuring cycles. But it would be smaller as a percentage of our advisory activity then it was back then. And I'm not sure restructuring revenues will ever be as large as a percentage of advisory revenues as they were in the 2008/2009/2010 period.

Okay, great. Thanks, Ralph. That's helpful. And then on the point on private equity, curious. You'd said that maybe the reduced financing capability would be -- or availability would be offset by equity price weakness. I'm not sure if you saw but there was an alternative executive who was quoted in the news Friday saying that effectively levered lending market is shutdown and that their private equity pipeline has completely dried up. So are you seeing something different than that, or are you saying that if we see continued weakness that maybe that we can get folks that are willing to write just 100% equity checks? I just -- can you maybe give a little bit more color around your comments?

Sure, Look, the levered lending market and the high-yield market have gone through many periods of either less robust activity or, quote-unquote, being shut down. The periods of being shut down tend to be relatively short as the market adjusts to the new expected level of economic activity and the new level of acceptable leverage in companies. We happen to be going through one of these periods when volatility is high so uncertainty is high. There are a handful of hung lending situations, which always make lenders extraordinarily cautious. They want those resolved appropriately before they open the door for business again.

And then you have a period of where there's been capital withdrawal among the investor community in these higher yielding sectors as well. Maybe I'm just an old goat, but we've seen this movie a fair number of times before. And periods of, quote-unquote, the market being shut just don't last that long. The new level of, once the clouds clear a little bit on the economic outlook and once the balance sheets get cleaned up a little bit, the financial institutions are in the business of putting loans on their books and they'll do that again, just as they did after the financial crisis in 2010 and 2011 and 2012.

Okay. Okay, thanks for that. And then last question for me, just a follow-up on the comments that Bob made about the fully diluted shares. Does that mean that the changes in fully diluted share count that we saw this year were not impacted at all based upon the ISI deal and instead were all tied to the warrant, the Mizuho warrant and the comp and buyback and everything like that? Or were there some changes in the fully diluted count reflected from the ISI deal?

The share count went up in the first quarter, Brennan. And it's just the mechanics of averaging. We had two months of ISI in the fourth quarter's results. So the share count stepped up a bit in the first quarter to get the full approximately 7 million shares in. After that it's been up a little bit or down a little bit based on the quarters where we had a heavy level of repurchase activity, or until the Mizuho warrants were gone where we had some share price volatility

But to answer your question precisely we haven't, Bob correct me if I'm wrong, we haven't changed at all our estimated share count from the ISI transaction once it was fully in the numbers.

Correct.

Terrific. Thanks.

Steven Chubak, Nomura.

Hi, good morning. So I have a follow-up on -- relating to Jim's early question about the comp ratio. Just wanted to get a better sense as to how we should be thinking about the potential comp ratio for the upcoming year if we continue to see -- or operating environment where revenue productivity (inaudible) sustained at the current level and the pace of improvement actually normalizes, or reverts back to 5 to 7 new SMD hires per year?

I don't know. I think we'll address that question when we have to report our first-quarter earnings.

Okay, understood. I'll ask a softball here then, Bob, regarding the revenue seasonality. I know that historically your results, at least relative to the peer group, have tended to be much stronger in the fourth quarter, typically a bit softer in 1Q, I know some of that is a function of seasonal factors in the private funds business that drives that dynamic. But just given the somewhat unique backdrop we're in where both restructuring and advisory backlogs look quite strong, is that a trend that we should expect to persist, at least in the coming year?

That sounds like a question which would require a forward-looking answer which we generally don't provide.

Okay. 0 for 2. I'm going to go one more then.

Really? [Tell me] slowly this time.

So looking at the equities business, and clearly the commission result was quite strong in 4Q. It's nice to see the growth at least in the back half of this year. I just wanted to get a better sense as to how much of that you believe is a function of just a catch-up, or a true-up in terms of payment on the client side? And you did note the strong start to the year, but is the $64 million per quarter revenue, or commission generation, is that a reasonable run rate expectation going forward?

Well, first of all the equities business, like your comments on the advisory business, our advisory business, does have a seasonal element to it. And so the fourth quarter is always, at least based on looking back over several years at ISI which is the more relevant business, has always been the strongest of their four quarters. So, I think I very often, when we had a good quarter or one that's a little weaker than expected, I always say don't ever annualize our quarterly results. And that's true of both our -- while the equities business has less volatility than the advisory business, you still shouldn't annualize any one quarter's performance.

I will say that there are things that we do monitor, which in our advisory business we sit here and we look at, what we call our risk backlog, which attempts to put a probability on each piece of business that we have in-house that we are working on, our un-risk backlog, which is all of the sum total of all of those activities without probabilities associated with them. And then there are other indicators that we track, the number of new engagement letters signed, the number of conflict committee clearance requests. And those things are -- in the advisory business, those are all strong.

The forward-looking potential indicators in the equities business are things like we get a report card from most of the major institutional investors every quarter or every six months that ranks us versus other providers of intellectual capital and execution capability compared to others who provide these services, the bulge bracket firms and other independent firms. Our standing among the largest institutional investors has consistently improved, typically by two or three spots. So if we were number eight in 2014, we were number six or number five in 2015. That is generally -- certainly could be viewed as a leading indicator of some pick-up in activity, although obviously we have to convert that increased esteem into money which is not always an easy thing to do.

So I think the thing, as I said in my remarks, that is encouraging is that the -- if you're comparing the firm together in 2015 compared to how the firm operated separately in 2014, the first half of the year we were down in terms of secondary activity by around 7%. The second half of the year we were up in secondary activity, that's commissions and CS checks, by about 6%. And deposit of momentum that we had in the second half of the year has continued into 2016.

Even there you have to parse it a little bit because revenues in the equities business, and you can see this across the Street in all of our competitors, when the markets are volatile volumes tend to pick up a little bit. And we presumably get our share of that. So what proportion of that, that are comparable on a year-to-year basis is a function of markets and what proportion is a function of the increased esteem with which we're held by institutional investors. I think we're going to take a little bit of time before we know the answer to that. But the pure numbers have a little bit of encouragement in them. It's a long answer I apologize

No, Ralph, that's quite all right. I appreciate all the detail. I'll consider that going 1 for 3, so.

Well, 333 is a pretty damn good batting average. I think you would --

Yes, in the MLB I do quite well.

I think you would have won the batting crown in the National League, at least.

Yes. No Ted Williams, but getting there. Well, congrats on the strong year and thank you for taking my questions.

Thank you.

Vincent Hung, Autonomous.

Hi. Question of comp with deferred in 2015 versus 2014, and did the deferred element change for everyone?

In terms of the mix, Vincent, I'll let you wait until the 10-K comes out and you guys can parse all that. That's the way we've handled it in the past. But as Ralph said, actually the overriding philosophy was to handle deferrals -- similar to last year, the net effect is slightly lower.

And to the answer to second part of your question, we generally have not changed the deferrals for our Senior Managing Directors. So the slightly lower level of deferral is all focused on the non-partner professionals in the business

Okay. And last one for me. I may have missed this. But did you have no SMD promotes this year?

We haven't announced that yet.

Okay, thanks.

Jeff Harte, Sandler O'Neill.

Good morning, guys. Just a couple for me. Minimally, I guess, the interest expense outlook with the Mizuho note refi. Should we expect that to stay down, or do you swap that to floating? How should we think of that?

The current arrangement, the current loan we have with Mizuho is a floating rate note, as we indicated when we did that. At some point we would look to go into the private placement market and exchange it for term debt with a fixed rate. I would expect that to be lower than the rate that we had on the old note, and of course a little bit higher than the current run rate.

Okay. And I appreciate all the commentary on the outlook, especially of some of the more leading indicators like new engagement letters. But can you give us any color on the nature and quantity of pre-pipeline conversations and maybe how that has or has not changed with some of the volatility here? Because that's the biggest questions I keep getting aren't so much how first half's going to be with a really strong rear-view mirror kind of backlog, it's are things going to really slow down after that? And it's tough to get a gauge for that outside. I agree with you. It really is. Look, I think the answer to that is we went through a period like the period that we're going through now in the third quarter of 2015. And when we were going through that period, I said if that period of volatility becomes extended that you would -- past this predictor of the future, you would expect at some point that that would have an effect on CEO confidence and might have some affect on what you describe as the pre-pipeline level of discussion. One month is not enough to affect that in my view.

So to a certain extent the question you're asking is, how much volatility do we expect to have in the markets, both the debt markets and the equity markets, over the next -- over the first 4 to 6 months of 2016. I don't know the answer to that, obviously. If you ask me my opinion, I happen to think that when we look back in June or December, we're going to look at this period in much the same way we looked at the period of July/August of last year. It was a period of very high volatility and a correction in the market but that it didn't interrupt the fundamental dynamics of the economy, which have been a slow steady growth. And ultimately won't affect the fundamental dynamics of the markets, either. That's an opinion. I have no idea whether that opinion is right or not. And obviously, if I were really good at that I'd be running a very large hedge fund rather than coming in here every day and hanging up my coat and working for a living. Yes, but your level of experience makes that opinion helpful to us. Thank you.

Okay, thanks.

Joel Jeffrey, KBW.

Good morning, guys. Just to go back quick to the ISI business. You guys are now back to that pro forma level you talked about when you announced the deal in terms of revenues. Just curious, how big do you think this revenue stream could get at current levels, and are you anticipating further hires to expand it?

Well, look, as a general matter we like to profitably grow business. And I think when we entered this business we said that we would expect it to grow as well. And I guess I would draw an analogy. Our advisory business, looking in the rear-view mirror, has grown at a very healthy clip for the last seven years. Yet when I sometimes get asked how big can it be, there's a company out there, [Zelard] that has exactly our business model that does -- just finished their year and they did -- we did roughly 65%, 67% of the advisory fees that they did. So I'm pretty confident there's a lot of growth in our advisory business with exactly the business model that we have today because there's a firm out there with exactly that business model that has a considerably bigger business. Seven years ago we were 15% of that. Now we are two-thirds of that.

In the equities business, we're not the largest independent firm with a pure agency business model. Stanford Bernstein has more revenues than we do. So I think empirically you can look at our equities business and say that it has some growth opportunities in it relative to where we sit today. And those growth opportunities are not dissimilar from the way you grow the advisory business. You add extraordinarily high quality analysts who expand the esteem with which you are held by the institutional investors and they pay you more. And so we're certainly going to continue to look at doing that.

2015 was clearly a year of transition and consolidation in that business. We had to execute, the bringing together of these two businesses. I think if you look back at mergers in these type of businesses, and some of you on the phone were making estimates of the amount of breakage that there would be in the consolidated if you added up A&B, Evercore and ISI, and how much revenues in 2015 would be below what they were in the two businesses separately. And I think to have basically been flat stands out pretty strongly versus the experience of others. Notwithstanding that, we did hire a very high quality analyst, Steve Richardson from Deutsche Bank in the E&P space in energy. And we'll -- we are certainly open-minded about selectively hiring A-plus talent in the research business and in the equities business, just as we are in the advisory business.

Okay. Just a couple of housekeeping questions for me. Bob, I thought you mentioned a regulatory charge at ISI during -- I guess just prior to the deal you guys did. Can you just remind me how much that was again, and specifically what it's tied to?

If you look at the press release, you'll get some sense of the numbers. And it's an evolving matter. So to get into details at this point wouldn't be appropriate. And our General Counsel would be upset with me.

He's shaking his head yes.

And then just -- I'm sorry (multiple speakers)

That would rise to a level of concern for you guys (multiple speakers)

And then just lastly for me. In terms of the vesting of the first group of the G shares, can you tell me exactly what the timing of that and how many shares will be available to be traded?

I'll look to one of my colleagues to tell me what the number of shares. It's mid-February that those shares would be targeted to vest and become exchangeable.

Someone recall the number of shares?

55 divided by 20. It's probably about 375,000.

Remember, this is the very small part of the consideration, Joel.

Great. I appreciate you taking my questions.

There appear to be no questions at this time. I would now like to turn the floor to Ralph Schlosstein for any closing comments.

Just thank you all for going beyond the hour. We apologize for that. I guess when Roger's not here we talk more. And we look forward to talking to you at the -- on the first quarter. Take care.

This concludes today's Evercore fourth-quarter and full-year 2015 financial results conference call. You may now disconnect.