Evercore Q2 2025 Earnings Report

Evercore EPS Results

• Actual EPS: $2.42
• Consensus EPS: $1.78
• Beat/Miss: Beat by +$0.64
• One Year Ago EPS: $1.81

Evercore Revenue Results

• Actual Revenue: $829.64 million
• Expected Revenue: $657.17 million
• Beat/Miss: Beat by +$172.47 million
• YoY Revenue Growth: +20.70%

Evercore Announcement Details

• Quarter: Q2 2025
• Date: 7/30/2025
• Time: Before Market Opens
• Conference Call Date: Wednesday, July 30, 2025
• Conference Call Time: 8:00AM ET

Evercore (NYSE:EVR)., together with its subsidiaries, operates as an independent investment banking advisory firm in the United States, Europe, Latin America, and internationally. It operates through two segments, Investment Banking & Equities, and Investment Management. The Investment Banking & Equities segment offers strategic advisory services, such as mergers, and acquisitions, strategic, defense, and shareholder advisory, special committee assignments, and real estate strategic advisory; private capital advisory and fundraising, market risk management and hedging, private capital markets and debt advisory, liability management and restructuring, and equity capital markets execution and advisory services; and research, sales, and trading professionals services on a content-led platform to its institutional investor clients. The Investment Management segment provides wealth management services to high-net-worth individuals, foundations, and endowments; and manages financial assets for institutional investors. The company was formerly known as Evercore Partners Inc. and changed its name to Evercore Inc. in August 2017. Evercore Inc. was founded in 1995 and is headquartered in New York, New York.

Evercore Q2 2025 Earnings Call Transcript

Key Takeaways

• Positive Sentiment: Acquisition of Roby Warshaw: Evercore agreed to acquire the UK-based advisory firm for £146 million upfront, bolstering its EMEA presence with over 400 bankers across nine countries and expecting the deal to be accretive to EPS in the first full year.
• Positive Sentiment: Record Q2 results: Adjusted net revenues rose 21% YoY to $839 million and adjusted EPS increased 34% to $2.42, marking the highest Q2 and first-half revenues in Evercore’s history.
• Positive Sentiment: Market momentum building: Global M&A volumes are up 30% year-to-date, CEO confidence and capital markets activity are improving, and deal backlogs and sponsor dialogues remain robust.
• Neutral Sentiment: Diversified business strength: Approximately 50% of revenues over the past twelve months came from non-M&A sources—including private capital advisory, restructuring, equity trading, and wealth management—demonstrating resilience across market cycles.
• Positive Sentiment: Shareholder returns and liquidity: Evercore returned $532 million in dividends and share buybacks in H1, repurchasing 1.7 million shares, while maintaining over $1.7 billion in cash and investment securities.

Presentation

[Operator]

Good morning, and welcome to Evercore Second Quarter twenty twenty five Earnings Conference Call. Today's call is scheduled to last about one hour, including remarks by Evercore management and the question and answer session. I will now turn the call over to Katie Haber, Managing Director of Investor Relations at Evercore. Please go ahead.

[Katy Haber, MD, Head - IR & ESG at Evercore]

Thank you, operator. Good morning and thank you for joining us today for Evercore's second quarter twenty twenty five financial results conference call. I'm Katie Haber, Evercore's Head of Investor Relations. Joining me on the call today is John Weinberg, our Chairman and CEO and Tim Lalonde, our CFO. After our prepared remarks, we will open up the line for questions.

[Katy Haber, MD, Head - IR & ESG at Evercore]

Earlier today, we issued a press release announcing Evercore's second quarter twenty twenty five financial results. Our discussion of our results today is complementary to the press release, which is available on our website at evercore.com. This conference call is being webcast live in the For Investors section of our website and an archive of it will be available for thirty days beginning approximately one hour after the conclusion of this call. During the course of this conference call, we may make a number of forward looking statements. Any forward looking statements that we make 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.

[Katy Haber, MD, Head - IR & ESG at Evercore]

These factors include, but are not limited to, those discussed in Evercore's filings with the SEC, including our annual report on Form 10 ks, quarterly reports on Form 10 Q and current reports on Form eight ks. 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 financial measures, which are non GAAP measures that we believe are meaningful when evaluating the company's performance. For detailed disclosures on these measures and the GAAP reconciliations, you should refer to the financial data contained within our press release, which is posted on our website. We continue to believe that it is important to evaluate Evercore's performance on an annual basis.

[Katy Haber, MD, Head - IR & ESG at Evercore]

As we have noted previously, our results for any particular quarter are influenced by the timing of transaction closing. I will now turn the call over to John.

[John Weinberg, Chairman & CEO at Evercore]

Thank you, Katie. Before we review our second quarter financial results, I would like to spend a few minutes discussing our announcement from earlier this morning. We've entered into an agreement to acquire Roby Warshaw, a leading UK based advisory firm with an extraordinary client franchise and relationships with some of the most prominent multinational companies in Europe. For thirty years, Evercore has been committed to delivering for clients by expanding our capabilities and talent each and every year, building a firm grounded in excellence and long term high quality growth. This acquisition continues that approach, enhancing our ability to create value for all of our stakeholders.

[John Weinberg, Chairman & CEO at Evercore]

Roby Warshaw's partners have advised on some of the largest and most complex transactions globally including seven of the 10 largest in UK history. This year, Roby Warshaw advised Banco Santander on a $3,900,000,000 acquisition of TSB Direct Line Insurance Group on its 4,500,000,000 acquisition by Aviva and Johnson Matthey on its $2,400,000,000 sale of its CT division to Honeywell International. In The UK, Roby Warshaw has been a trusted advisor to over a quarter of the FTSE one hundred and has significant reach in the continent and globally. Roby Warshaw's business is highly complementary to Evercore's broad and growing EMEA platform. This acquisition is a significant step in our global expansion strategy.

[John Weinberg, Chairman & CEO at Evercore]

By combining Roby Warshaw's long standing trusted relationships with large cap clients and Evercore's relationships, broad product capabilities, deep sector expertise and global reach, we are enhancing the value we can deliver to clients around the world. As you have seen, we've been accelerating our growth in EMEA in recent years, including key additions in France, Spain and most recently Italy. This acquisition will further strengthen our presence in The UK and the broader region. It will also strengthen our global efforts as we continue to serve large multinational companies on their most important transactions including cross border. With the addition of Roby Warshaw, Evercore will have more than 400 bankers across nine countries in the region.

[John Weinberg, Chairman & CEO at Evercore]

We believe this transaction will unlock synergies creating value for our shareholders and enhancing our ability to serve clients. Importantly, their values are an excellent match with ours, a commitment to partnership and collaboration and to long term client relationships, excellence, integrity and independence. We are looking forward to welcoming Roby Worshaw team to Evercore and to what we will achieve together on behalf of our clients. Now let me discuss our business and second quarter results. Despite the rapidly changing market conditions experienced throughout the second quarter, Evercore delivered strong results, generating adjusted net revenues of $839,000,000 up nearly 21% year over year.

[John Weinberg, Chairman & CEO at Evercore]

In the 2025, Evercore generated over $1,500,000,000 in adjusted net revenues, a 20% increase compared to the same period a year ago. These results represent record revenues for both second quarter and first half. The strength and resilience we have demonstrated so far this year reflect the execution of our growth strategy and the versatility of our business model, which enable us to serve our clients and deliver results for our shareholders in various types of environments. Since the market disruption in late March and in early April, business conditions have improved with increasing CEO confidence levels. Receptive debt and equity issuance markets and healthy engagement with both corporates and sponsors.

[John Weinberg, Chairman & CEO at Evercore]

Year to date through the end of the second quarter, industry wide global M and A volumes were 30% higher than a year ago with volumes increasing steadily each month. Our backlogs continue to build throughout the quarter and our client dialogue activity remains robust. While uncertainties remain, we continue to be optimistic about the path forward. As we move through the year, we expect greater clarity and stability in the market, which should support continued improvement in the investment banking environment. Shifting to talent, we continue to make progress on our recruiting goal.

[John Weinberg, Chairman & CEO at Evercore]

Since our last earnings call, four senior managing directors have joined our investment banking practice in private capital advisory, healthcare, industrials and in Italy. And three investment banking SMDs have committed to join our franchise, two focused on logistics and transportation and one focused on ratings advisory. So far for the year, nine investment banking SMDs and one senior advisor have started the firm or will be joining later in the year and we continue to have a solid pipeline of external candidates. Attracting and developing the highest quality talent continues to be a core priority for us. The senior level talent we've hired and promoted over the past several years is contributing meaningfully to our results.

[John Weinberg, Chairman & CEO at Evercore]

Now let me briefly discuss the quarter. As noted earlier, we delivered strong year over year growth across our diversified mix of businesses in both the second quarter and the first half. In fact, in the second quarter and over the last twelve months, approximately 50% of our total revenues were from non M and A sources, reflecting the strength of our diversified platform. In M and A, we advised on a number of notable and complex transactions in the quarter, including Cox Communications merger with Charter Communications, valuing Cox Communications at 34,500,000,000.0 Warner Brothers Discovery on its separation in two leading media companies, a transaction that leveraged the expertise of multiple teams across the firm and the sale of Foot Locker to Dick's Sporting Goods for 2,500,000,000.0 We've continued to experience strong momentum in July advising Becton Dickinson on the combination of its biosciences and diagnostic solutions business with Waters in a 17,500,000,000 reverse mortgage trust transaction and advising Huntington Bancshares on its acquisition of Veritex Holdings for $1,900,000,000 Year to date, we have advised on four of the 10 largest global transactions and remain active in a wide range of high quality complex transactions spanning mid cap, large cap and mega cap deal sizes.

[John Weinberg, Chairman & CEO at Evercore]

Our European business saw growth in the quarter with an increase in activity across most sectors and products and momentum for deal activity in the region continues to build. Activity among financial sponsors continues to strengthen and we are experiencing strong levels of sponsor dialogue. Our strategic defense and shareholder advisory group remains highly active as the number of activist campaigns in The U. S. Reached new records in the first half of the year.

[John Weinberg, Chairman & CEO at Evercore]

The liability management and restructuring group continues to see strong activity levels. Private equity led situations remain a key driver and we expect the business to stay active in the near term as sponsors and corporates navigate upcoming maturity walls, elevated interest rates and broader market uncertainty. Our industry leading private capital advisory business delivered a record first half and second quarter driven by unprecedented volumes in GP led continuation funds, LP secondaries and securitizations. We advised on many of the most significant transactions across these products including several high profile secondary market deals for endowments and pension funds. Trends in our private funds group remain in line with the first quarter as fundraising conditions continue to be challenging.

[John Weinberg, Chairman & CEO at Evercore]

However, our team remains active and expect to pick up in activity towards the end of the year consistent with seasonal patterns. After a slowdown in activity in April, the equity capital markets have seen signs of recovery with dollar issuance volume in the second quarter reaching the highest level since the 2021. So the number of transactions is still down year over year. Our underwriting business experienced an uptick in activity in May and June and we expect these positive trends to continue as we enter the second half. Our equities franchise had its strongest second quarter ever driven by market volatility, increased trading volumes and strong client engagement.

[John Weinberg, Chairman & CEO at Evercore]

Lastly, Wealth Management reached a record quarter end AUM of approximately $14,500,000,000 driven by market appreciation and net inflows. Before I turn it over to Tim, I'd like to make one final comment. We remain committed to executing on our growth strategy and on creating value for both our clients and our shareholders. This is evidenced in our year to date financial results and in our acquisition of Roby Warshaw. With that, let me turn it over to Tim.

[Tim LaLonde, Senior MD & CFO at Evercore]

Thank you, John. We are excited to have the Roby Warshaw team joining and believe this will provide significant benefits to Evercore. Over the last three years, Roe V. Warshaw has produced average annual revenues of over £60,000,000 or more than $80,000,000 As you can see in the press release, the consideration we are paying is £146,000,000 or approximately $196,000,000 payable in two tranches with the first payment in Evercore stock at closing and the second payment at the one year anniversary in stock or cash to be mutually agreed by Evercore and Roby Warshaw. There is also potential additional consideration, which is based on defined performance criteria over a multi year period of time.

[Tim LaLonde, Senior MD & CFO at Evercore]

The transaction is expected to close around the beginning of the fourth quarter of this year. We expect it to be accretive to Evercore's adjusted and GAAP EPS in our first full year together and thereafter. We will continue to maintain strong liquidity and conservative debt levels and are committed to building value for our shareholders. Now I will discuss our financial results for the second quarter. Evercore's second quarter reflected improving market conditions and strong results across our diversified mix of businesses.

[Tim LaLonde, Senior MD & CFO at Evercore]

The 2025 net revenues, operating income and EPS on a GAAP basis were $834,000,000 $150,000,000 and $2.36 per share respectively. My comments from here will focus on non GAAP metrics, which we believe are useful when evaluating our results. Our standard GAAP reporting and a reconciliation of GAAP to adjusted results can be found in our press release, which is on our website. Our second quarter adjusted net revenues of $839,000,000 increased 21% versus the 2024, which was a record for the second quarter, and we also achieved record revenues for the first six months of the year. Second quarter adjusted operating income of $157,000,000 increased 37% versus the 2024.

[Tim LaLonde, Senior MD & CFO at Evercore]

Adjusted earnings per share of $2.42 increased 34% versus the second quarter of last year. Our adjusted operating margin was 18.7% for the second quarter, up from 16.4% in the prior year period, an improvement of two thirty basis points. Turning to the businesses. Second quarter adjusted advisory fees of $698,000,000 increased 23% year over year, which is a record for the second quarter. First half results also represented a record for the advisory business.

[Tim LaLonde, Senior MD & CFO at Evercore]

Our second quarter underwriting revenues were $32,000,000 up 4% from a year ago. Commissions and related revenue of $58,000,000 in the quarter increased 10% year over year. The strength in the quarter was primarily driven by heightened trading volumes in April resulting from increased levels of volatility. Second quarter adjusted asset management and administration fees of $21,000,000 rose 3% year over year driven by market appreciation and net inflows. Second quarter adjusted other revenue net was approximately 29,000,000 which compares to $22,000,000 a year ago.

[Tim LaLonde, Senior MD & CFO at Evercore]

Slightly more than half of that is related to gains in our DCCP hedge portfolio, which is correlated to the performance of the broader equity market and the balance of the other revenue is primarily related to interest income. Turning to expenses, the adjusted compensation ratio for the second quarter is 65.4%, down 60 basis points from the prior year period and down 30 basis points from last quarter. Our compensation ratio for the quarter reflects a gradual improvement in the investment banking environment and an improvement in our revenue. As you have seen from the recent announcements, we are continuing to invest and execute on our strategic growth plan, which may create a time lag for making meaningful improvement in our comp ratio in the near term. Adjusted non compensation expenses in the quarter were $133,000,000 up 9% from a year ago.

[Tim LaLonde, Senior MD & CFO at Evercore]

The increase year over year is primarily driven by two things. The first is technology and information services expense, which rose due to higher renewal costs for market data and licensing fees and those costs tend to rise faster than the rate of inflation. And the other is the implementation and development of new software applications, which are intended to create efficiencies and facilitate our client coverage and service efforts. The second is occupancy and equipment expense, which increased due to higher rents and costs associated with the addition of new floors in our New York headquarters and new offices related to our expansions in Chicago, Paris, Dubai and London. Our adjusted non comp ratio for the quarter is at 15.9%, 170 basis points below the ratio for the prior year period and 180 basis points below last quarter's ratio benefiting from our revenue increase.

[Tim LaLonde, Senior MD & CFO at Evercore]

Over a significant period of time, there is a correlation between headcount and non comp expenses with some additional increase related to inflation. If we look at our non comp expense on a per head basis, year over year our second quarter adjusted non comp expense would be up 2.4% per employee. As I've mentioned in the past, we are maintaining a disciplined focus on managing our non compensation expenses while investing in areas that are necessary to support our growth. Our adjusted tax rate for the quarter was 30% compared to 26.9% in the second quarter of last year. The year over year increase in the tax rate is primarily related to an increase in non deductible expenses and an increase in taxes related to state and local apportionment.

[Tim LaLonde, Senior MD & CFO at Evercore]

Turning to our balance sheet. As of June 30, our cash and investment securities totaled over $1,700,000,000 and we continue to be cash flow positive. In the first six months of the year, we returned $532,000,000 of capital to shareholders through the repurchase of shares and the payment of dividends. During the second quarter, we repurchased just under 200,000 shares at an average price of 2 and $36.05 per share. Year to date, we have repurchased approximately 1,700,000.0 shares at an average price of $258.5 per share.

[Tim LaLonde, Senior MD & CFO at Evercore]

We fully offset the dilution associated with RSU grants from our 2024 bonus cycle and returned more capital to our shareholders in the first half of this year than in any other consecutive two quarter period in our history. Our second quarter adjusted diluted share count was 43,500,000.0 shares, relatively in line with the prior year and down approximately 850,000 shares from the first quarter. The decline in the share count reflects a full quarter impact of repurchases during the first quarter and the accounting impact with respect to unvested RSUs as our weighted average share price declined in the second quarter. Given the increase in our share price third quarter to date, we would expect to see our share count modestly increase in the third quarter due to the same accounting impact on RSUs from our share price that caused our share count to decrease this quarter. Additionally, in July, we issued two tranches of senior notes in the form of a private placement for a total of $250,000,000 We issued $125,000,000 of 5.17% Series K notes due in 2030 and $125,000,000 of 5.47% Series L notes due in 02/1932.

[Tim LaLonde, Senior MD & CFO at Evercore]

The use of proceeds is to repay two tranches of notes that are maturing, one in August 2025 and one in March 2026, totaling about $86,000,000 and the remainder is for general corporate purposes. We continue to maintain a strong cash position and take into consideration our regulatory requirements, the current economic and business environment, cash needs for the implementation of our strategic initiatives, including hiring plans and preserving a solid financial footing. As we enter the second half of the year, we remain confident in our ability to deliver solid results as we have continued to demonstrate that our diversified business model performs well in all types of environments. With that, we will now open the line for questions.

[Operator]

Thank you. We will now conduct the question and answer portion of the conference. Please limit to one question only. You are welcome to rejoin the queue for additional questions time permitting. Our first question is from James Yarrow with Goldman Sachs. Please go ahead.

[James Yaro, VP - Equity Research at Goldman Sachs]

Good morning and thanks for taking the questions. I wanted to start with the Roby Warshaw transaction. Would you be able to provide any additional color around the business profile for Roby Warshaw? Specifically what aside from M and A advisory they offer today?

[John Weinberg, Chairman & CEO at Evercore]

Thanks, James. They are primarily a top level advisor, spend a great deal of their time in the C suite and with Boards. They are very strategic and they have based their business on giving strategic advice. They are knowledgeable about a full line of products, but they really haven't been able to translate their knowledge and really the advisory position that they have into revenues. And one of the great synergies of this transaction, we believe is that we have this very full product set, a very extensive industry sector group and analyze and what we are going to be able to do is really marry their extraordinary relationships with our capabilities and we think that's going to be a real source revenue and growth.

[John Weinberg, Chairman & CEO at Evercore]

So I think that they what they really have which is absolutely extraordinary is this amazing client franchise, trusted relationships with so many very important companies. And I think that marrying that with our capabilities will actually be quite powerful.

[James Yaro, VP - Equity Research at Goldman Sachs]

That's great. Thank you for clarifying that. My second question, just around M and A, the backdrop. You sound constructive, but perhaps you could talk about whether in the boardroom you're still seeing impacts from tariffs and weighing on potential transactions?

[John Weinberg, Chairman & CEO at Evercore]

Well, there's no question that there is not the full on merger activity that you might have seen at the beginning of the year or that we anticipated. But having said that, I think that Boards and management teams are getting more comfortable and they believe they have more certainty. And so there is absolutely some building of activity in backlog to build throughout our firm. And I think that we really believe that the activity levels could continue to grow and the momentum could continue over the balance of this year. So the answer to your question really is that we see that people are becoming more comfortable, there is more certainty, there is more clarity.

[John Weinberg, Chairman & CEO at Evercore]

Having said that, we don't think we have a full on absolute roaring recovery at this moment.

[James Yaro, VP - Equity Research at Goldman Sachs]

Thanks a lot. Sorry, I didn't sorry for asking two questions. Thanks.

[John Weinberg, Chairman & CEO at Evercore]

It's okay. It's okay, Dan.

[Operator]

Our next question will come from Ryan Kenney with Morgan Stanley.

[Ryan Kenny, ED - Equity Research at Morgan Stanley]

On the Roby Warshaw deal, so very clear overview on how it aligns with your global expansion strategy and your culture. My question is when you think about Evercore's strategy for gaining global market share going forward, do you see yourself doing more acquisitions in the future to fuel growth? And is there any change in how you think about the mix of organic growth, hiring, M and A and supporting growth?

[John Weinberg, Chairman & CEO at Evercore]

Our most important means of growth is going to continue to be hiring high quality talent one by one. It's really the way we think is the best way to do it and we're going to continue that. So if you think about how we're going to grow, we're going to continue it the way we have, which is on the basis of finding high quality people and recruiting them. The reason we did Robby Warshaw is that we found an extraordinarily high quality organization, which really had such a good match with us culturally and had some really interesting synergies from a business perspective. We would not be doing an acquisition if it hadn't been for Roby Warshaw.

[John Weinberg, Chairman & CEO at Evercore]

Having said that, not we'd not take anything off the table. If something comes up, we'll evaluate it. But I think as you think about us and how we are going to grow, we are going to aggressively grow one by one. We are going to continue to drive our pipeline and I would say that this year as you probably know, we really have 10 senior bank 10 senior people in and we have a really healthy pipeline and we're going to continue to grow that pipeline and execute on that pipeline. I hope that helps.

[Ryan Kenny, ED - Equity Research at Morgan Stanley]

Thank you. That helps.

[Operator]

Our next question comes from Devin Ryan with Citizens. Please go ahead.

[Devin Ryan, Director of Financial Technology Research at Citizen JMP]

Good morning and congrats on the deal. Question just on kind of the diversification of the business. So obviously, you highlighted again the second quarter and actually last twelve months approximately 50% of revenues were from non M and A sources. So obviously terrific job just kind of diversifying the business and seeing growth in some of those non M and A businesses like private capital and restructuring and shareholder advisory. But it's also been a tougher M and A market.

[Devin Ryan, Director of Financial Technology Research at Citizen JMP]

So I'm just curious if we should think about this as kind of a new baseline or kind of where you want to be from a mix perspective? Or is that simply as M and A kind of reaccelerates here, these other businesses maybe don't keep up until the mix goes back down to 40% or something less than that? Thanks.

[John Weinberg, Chairman & CEO at Evercore]

Well, it's hard to know exactly what the percentages are going to fall out to. But I would say that mergers is building and our merger we are very leveraged on our merger business. And as our merger business builds, we believe it will over time build and really continue to be the lion's not the lion's share, but a significant piece of really what we're able to do with clients. PCA restructuring, activism defense, those are very, very good businesses. I don't see them really slowing right now.

[John Weinberg, Chairman & CEO at Evercore]

I think that they all have really healthy activity levels and we really don't see that there is going to be weakness there. But we do think the merger business will strengthen and so then by definition the merger business will probably pick up and do a higher percentage. But we intend to continue to invest in our non merger businesses. So hopefully over time you'll see something that does approximate 40% or 50%. I don't know where it will fall in the middle of that, but clearly we think that all of those businesses will grow and the merger business will probably grow faster as the market really does recover.

[Devin Ryan, Director of Financial Technology Research at Citizen JMP]

That's great color. Thank you.

[Operator]

Our next question comes from Alex Bond with KBW. Please go ahead.

[Alex Bond, Senior Research Analyst at Keefe, Bruyette & Woods (KBW)]

Hey, good morning, everyone. Thanks for taking the question. So it looks like industry secondary volumes reached a new high in the first half of the year and you also mentioned that PCA revenues reached new highs in both 2Q and the first half. So just wondering if you can go into a bit more detail on the outlook for industry volumes in this area in the back half of the year. And then also maybe how you think about the how the competitive dynamics in the secondary space on the advisory side may evolve as broader momentum in this area continues? Thanks.

[John Weinberg, Chairman & CEO at Evercore]

Sure. Competitively, there's no question that there are many people who are talking about really ramping up their activity level here. And so I do believe the competition will heat up even more. We are very well positioned. We have an outstanding team.

[John Weinberg, Chairman & CEO at Evercore]

We have a lot of experience. We have a real track record of success. So we think we're going to compete very well in that. In terms of the second half, it was a very good first half as we said. We continue to see a very strong activity level on really all fronts, both on the GP level with continuity and the LP level where we've been involved in some of the most high profile secondary sales.

[John Weinberg, Chairman & CEO at Evercore]

We think those that we're going to continue. And I think that from our standpoint, I don't see a slowdown. I do believe that we may not ramp as fast in second half as we did, but we feel very comfortable with the levels we're at right now.

[Alex Bond, Senior Research Analyst at Keefe, Bruyette & Woods (KBW)]

Understood. That's helpful. Thank you.

[Operator]

Thank you. We'll go next to Brandon O'Brien with Wolfe Research. Please go ahead.

[Brendan O'Brien, SVP at Wolfe Research]

Good morning and thanks for taking my questions. Just a two parter here on expenses. I appreciate the potential top line synergies you mentioned earlier, but I was hoping you could help us think through the cost side of the equation and your ability to drive synergies by consolidating office space and tech infrastructure and the like? And then as we think about margins for the combined entity, Tim, I heard your comments on the comp ratio improvement. But just want to get a sense of your confidence and your ability to get your comp ratio back down to the sub-sixty percent level once the cadence of hiring goes back to a more normal level?

[Tim LaLonde, Senior MD & CFO at Evercore]

Yes, sure. Thanks for the question, Brendan. Look, as I've said on previous calls, both compensation and non compensation expenses are a significant focus of the firm. On the compensation side, and I think I mentioned this in my prepared remarks, we're very focused on achieving optimal value for the shareholders by balancing our investing in people, which is how we grow our firm along with managing our expenses. As you mentioned, we did make some progress on the comp ratio this quarter.

[Tim LaLonde, Senior MD & CFO at Evercore]

We have made what I would say quite meaningful progress from where we were two years ago. And I'm not satisfied with where we are. I think I'd like to take it lower. I think the comp ratio you saw for this quarter is reflective of our best judgment in relation to an accrual that takes into consideration what happened during the quarter and also our outlook for the remainder of the year. So as I sit here today not saying that in the next the near term which I would define as the next quarter or quite significant changes because our accrual reflects what we currently see today.

[Tim LaLonde, Senior MD & CFO at Evercore]

But we certainly are going to strive to make improvements looking beyond that. So that's on the compensation side. On the non compensation side, as a percentage of revenues, you'll note that we made quite significant progress in this quarter is the first point. Second is what I would say there is, we do have some investments we're making. You look at our non comps, they were up about $11,000,000 year over year and that's really attributable to two primary areas and one is the occupancy, which is up and that's simply a reflection of our growth and our expansion.

[Tim LaLonde, Senior MD & CFO at Evercore]

And so we've added office space in London, we've added office space in Paris and Dubai and Italy and in Chicago as well as consolidating some of our corporate people into one location in Manhattan. So that's what would explain that. I think that's just a natural part of the growth. And then the other is investment in technology. And we all know that we're at a I would say historical inflection point in technology and we're investing to make sure we take advantage of the improvements we're seeing and then hoping to realize productivity gains from that.

[Tim LaLonde, Senior MD & CFO at Evercore]

Now one of the ways we look at our non comps as we look at it on a per head basis because as I've said historically, there's a correlation between headcount growth and non comp factoring a little bit for inflation. And if you look back to the pre COVID year on a per head basis, our non comps would be up about 13% that's over six years. So that's just a little over 2% per year, which I would attribute to inflationary pressures. And so that's kind of how we think about it and where we think we're headed.

[Brendan O'Brien, SVP at Wolfe Research]

That's great color. Thank you for taking my questions.

[Operator]

Thank you. And we'll go next again to James Yarra with Goldman Sachs. Please go ahead.

[James Yaro, VP - Equity Research at Goldman Sachs]

I just wanted to ask a little bit about the Roby Warshaw financing, if there is any. Would you consider issuing stock for either of the first two tranches, could you talk a little bit about the consideration between for the second tranche stock versus cash? And then perhaps you could talk a little bit about the performance incentives to the extent you can associated with potentially increasing the consideration?

[Tim LaLonde, Senior MD & CFO at Evercore]

Sure, James. Happy to. Now during my prepared remarks, one thing I just want to make sure didn't go unnoticed is we did do a private notes offering, where we raised $250,000,000 in the form of two notes, one a five year note at 5.17 and the second is a seven year note at 5.47%. And so just wanted to make sure we noted that. On the Roby Warshaw transaction, you saw that our total what we call upfront consideration was in dollars about $196,000,000 and is payable in two tranches, one at closing, one a year from now.

[Tim LaLonde, Senior MD & CFO at Evercore]

And so think about it as about 49% and the one at closing about 51% at the time of the one year anniversary. The first tranche was payable in or will be payable in stock. And as you know, we've been very disciplined about trying to manage our share count. And so no guarantees because we take a lot of factors into consideration, but we certainly are giving strong consideration to repurchasing shares that would be similar to the number issued in the upfront payment on this. And so in way you might think about it as net cash.

[Tim LaLonde, Senior MD & CFO at Evercore]

We love the idea of issuing shares and making sure our new colleagues are invested in the future as we all are. But I think from a shareholder standpoint, you could think about it as maybe netting out as we proceed in time and are giving strong consideration to repurchasing those shares. And then if you look at the balance of payments due, you should think about it as it could be some combination of stock and or cash, but to the extended stock, we again at that point would consider giving give strong consideration to repurchasing shares. So from a shareholder standpoint, over time, this should be thought of as a largely net cash transaction. That's the first point.

[Tim LaLonde, Senior MD & CFO at Evercore]

Second is you asked about any additional consideration. So of course we noted in our press release that there is the potential for future consideration. And I think I'm very pleased with the structure of the transaction because that potential future consideration is only earned to the extent of two things. Number one, that the Roe v. Warshaw outperforms our base assumptions in the projections that we used.

[Tim LaLonde, Senior MD & CFO at Evercore]

Number two, in the event that significant synergies and aligned goals are achieved. And if that happens and they earn additional potential consideration that is a win win because it also is very value accretive for our shareholders the way it's structured.

[John Weinberg, Chairman & CEO at Evercore]

The only thing I would like to add is that there are two actual aspects that I think are important in addition. One is that the add on value that they can be able to generate is really something that will bind them to the firm. And so the good news is we think we're going to get them for a good long time and that's I think from our standpoint very valuable.

[John Weinberg, Chairman & CEO at Evercore]

And the second is that obviously by having something which is kind of somewhat of an earn out, it aligns their interests and the firm's interests. The fit between them culturally and us is extraordinary, but this kind of an arrangement will continue to carry forward the incentives that are very much aligned, and I think that's an important point.

[James Yaro, VP - Equity Research at Goldman Sachs]

Extremely helpful. Thank you.

[Operator]

Thank you. And this concludes today's Evercore second quarter twenty twenty five earnings conference call. You may now disconnect.

Participants

Executives

• Katy Haber, MD, Head - IR & ESG
• John Weinberg, Chairman & CEO
• Tim LaLonde, Senior MD & CFO

Analysts

• James Yaro, VP - Equity Research at Goldman Sachs
• Ryan Kenny, ED - Equity Research at Morgan Stanley
• Devin Ryan, Director of Financial Technology Research at Citizen JMP
• Alex Bond, Senior Research Analyst at Keefe, Bruyette & Woods (KBW)
• Brendan O'Brien, SVP at Wolfe Research