The calculations of basic and diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders for the three months ended March 31, 2013 and 2012 are described and presented below.


	For the Three Months Ended March 31,
	2013			2012
Basic Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income (loss) attributable to Evercore Partners Inc.	$	5,969		$	(3,368	)
Associated accretion of redemption price of noncontrolling interest in Trilantic (See Note 12)		(21	)		(21	)

Net income (loss) attributable to Evercore Partners Inc. common shareholders		5,948			(3,389	)
Denominator:
Weighted average shares of Class A common stock outstanding, including vested restricted stock units (“RSUs”)		31,861			29,101

Basic net income (loss) per share attributable to Evercore Partners Inc. common shareholders	$	0.19		$	(0.12	)

Diluted Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income (loss) attributable to Evercore Partners Inc. common shareholders	$	5,948		$	(3,389	)
Noncontrolling interest related to the assumed exchange of LP Units for Class A common shares		(a	)		(a	)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above		(a	)		(a	)

Diluted net income (loss) attributable to Class A common shareholders	$	5,948		$	(3,389	)

Denominator:
Weighted average shares of Class A common stock outstanding, including vested RSUs		31,861			29,101
Assumed exchange of LP Units for Class A common shares		(a	)		(a	)
Additional shares of the Company’s common stock assumed to be issued pursuant to non-vested RSUs and deferred consideration, as calculated using the Treasury Stock Method		3,529			(c	)
Assumed conversion of Warrants issued		2,343			(b	)

Diluted weighted average shares of Class A common stock outstanding		37,733			29,101

Diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders	$	0.16		$	(0.12	)

(a)

During the three months ended March 31, 2013 and 2012, the LP Units (which represent the right to receive Class A Shares upon exchange) were antidilutive and consequently the effect of their exchange into Class A Shares has been excluded from the calculation of diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders. The units that would have been included in the computation of diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 6,799 and 9,096 for the three months ended March 31, 2013 and 2012, respectively.

(b)

For the three months ended March 31, 2012, the Warrants were antidilutive and consequently the additional shares have been excluded from the calculation of diluted net loss per share attributable to Evercore Partners Inc. common shareholders. The additional shares that would have been included in the computation of diluted net loss per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 1,186 for the three months ended March 31, 2012, reduced for the impact of the Treasury Stock Method, if applicable. ASC 260, “Earnings per Share,” requires that the dilutive effect of warrants with multiple conversion alternatives be determined based on the alternative which is most advantageous to the holder of the exchangeable Senior Notes and Warrants. This will generally occur when the market value of the Company’s stock exceeds the exercise price of the Warrants, requiring dilution to be determined using the Treasury Stock Method. In certain limited circumstances the dilutive effect of conversion would be calculated using the If-Converted Method. Antidilution is the result of the Company having a loss for the three months ended March 31, 2012.

(c)

During the three months ended March 31, 2012, the additional shares of the Company’s common stock assumed to be issued pursuant to non-vested restricted stock and RSUs as calculated using the Treasury Stock Method were antidilutive and consequently the additional shares have been excluded from the calculation of diluted net loss per share attributable to Evercore Partners Inc. common shareholders. The additional shares that would have been included in the computation of diluted net loss per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 2,034 for the three months ended March 31, 2012. Antidilution is the result of the Company having a loss for the three months ended March 31, 2012.