Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders

The calculations of basic and diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders for the three and nine months ended September 30, 2014 and 2013 are described and presented below.



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2014		2013			2014		2013
Basic Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income from continuing operations attributable to Evercore Partners Inc.	$	24,309	$	15,017		$	59,142	$	37,953
Associated accretion of redemption price of noncontrolling interest in Trilantic (See Note 12)	—		(21		)	—		(63		)
Net income from continuing operations attributable to Evercore Partners Inc. common shareholders	24,309		14,996			59,142		37,890
Net income (loss) from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(1,055		)	—		(1,596		)
Net income attributable to Evercore Partners Inc. common shareholders	$	24,309	$	13,941		$	59,142	$	36,294
Denominator:
Weighted average shares of Class A common stock outstanding, including vested restricted stock units ("RSUs")	36,527		32,049			35,655		31,908
Basic net income per share from continuing operations attributable to Evercore Partners Inc. common shareholders	$	0.67	$	0.47		$	1.66	$	1.19
Basic net income (loss) per share from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(0.04		)	—		(0.05		)
Basic net income per share attributable to Evercore Partners Inc. common shareholders	$	0.67	$	0.43		$	1.66	$	1.14
Diluted Net Income (Loss) Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income from continuing operations attributable to Evercore Partners Inc. common shareholders	$	24,309	$	14,996		$	59,142	$	37,890
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(a)		(a)			(a)		(a)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(a)		(a)			(a)		(a)
Diluted net income from continuing operations attributable to Evercore Partners Inc. common shareholders	24,309		14,996			59,142		37,890
Net income (loss) from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(1,055		)	—		(1,596		)
Diluted net income attributable to Evercore Partners Inc. common shareholders	$	24,309	$	13,941		$	59,142	$	36,294
Denominator:
Weighted average shares of Class A common stock outstanding, including vested RSUs	36,527		32,049			35,655		31,908
Assumed exchange of LP Units for Class A Shares	(a)		(a)			(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	2,208		3,514			2,800		3,457
Shares that are contingently issuable	—		—			110		—
Assumed conversion of Warrants issued	3,138		2,846			3,254		2,515
Diluted weighted average shares of Class A common stock outstanding	41,873		38,409			41,819		37,880
Diluted net income per share from continuing operations attributable to Evercore Partners Inc. common shareholders	$	0.58	$	0.39		$	1.41	$	1.00
Diluted net income (loss) per share from discontinued operations attributable to Evercore Partners Inc. common shareholders	—		(0.03		)	—		(0.04		)
Diluted net income per share attributable to Evercore Partners Inc. common shareholders	$	0.58	$	0.36		$	1.41	$	0.96

(a)

The Company has outstanding LP Units in its subsidiary, Evercore LP, which give the holders the right to receive Class A Shares upon exchange on a one for one basis. During the three and nine months ended September 30, 2014 and 2013, the LP Units 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 denominator of the computation of diluted net income (loss) per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 4,670 and 4,823 for the three and nine months ended September 30, 2014, respectively, and 6,592 and 6,690 for the three and nine months ended September 30, 2013, respectively. The adjustment to the numerator, Diluted net income attributable to Class A common shareholders, if the effect would have been dilutive, would have been $3,200 and $7,987 for the three and nine months ended September 30, 2014, respectively, and $3,035 and $7,880 for the three and nine months ended September 30, 2013, respectively. In computing this adjustment, the Company assumes that all vested LP Units, and all unvested LP Units after applying the treasury stock method, are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Partners Inc. and, that it has adopted a conventional corporate tax structure and is taxed as a C Corporation in the U.S. at prevailing corporate tax rates. The Company does not anticipate that the LP Units will result in a dilutive computation in future periods.

The shares of Class B common stock have no right to receive dividends or a distribution on liquidation or winding up of the Company. The shares of Class B common stock do not share in the earnings of the Company and no earnings are allocable to such class. Accordingly, basic and diluted net income per share of Class B common stock have not been presented.