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

The calculations of basic and diluted net income per share attributable to Evercore Partners Inc. common shareholders for the three and six months ended June 30, 2016 and 2015 are described and presented below.



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2016		2015		2016		2015
Basic Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	24,087	$	10,764	$	29,405	$	15,064
Denominator:
Weighted average Class A Shares outstanding, including vested restricted stock units ("RSUs")	39,249		36,445		39,435		36,584
Basic net income per share attributable to Evercore Partners Inc. common shareholders	$	0.61	$	0.30	$	0.75	$	0.41
Diluted Net Income Per Share Attributable to Evercore Partners Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Partners Inc. common shareholders	$	24,087	$	10,764	$	29,405	$	15,064
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 attributable to Evercore Partners Inc. common shareholders	$	24,087	$	10,764	$	29,405	$	15,064
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,249		36,445		39,435		36,584
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	1,569		1,804		1,728		2,029
Shares that are contingently issuable (b)	2,785		813		3,098		768
Assumed conversion of Warrants issued (c)	—		3,103		—		3,098
Diluted weighted average Class A Shares outstanding	43,603		42,165		44,261		42,479
Diluted net income per share attributable to Evercore Partners Inc. common shareholders	$	0.55	$	0.26	$	0.66	$	0.35

(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 six months ended June 30, 2016 and 2015, 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 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 per share attributable to Evercore Partners Inc. common shareholders if the effect would have been dilutive were 6,499 and 6,456 for the three and six months ended June 30, 2016, respectively, and 6,712 and 6,752 for the three and six months ended June 30, 2015, 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 $3,952 and $5,263 for the three and six months ended June 30, 2016, respectively, and $2,132 and $2,815 for the three and six months ended June 30, 2015, respectively. In computing this adjustment, the Company assumes that all vested Class A LP Units and all Class E limited partnership units of Evercore LP ("Class E LP Units") 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.

(b)

At June 30, 2016 and 2015, the Company has outstanding Class G and H limited partnership interests of Evercore LP ("Class G and H LP Interests") which are contingently exchangeable into Class E LP Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved. See Note 14 for a further discussion. For the purposes of calculating diluted net income per share attributable to Evercore Partners Inc. common shareholders, the Company’s Class G and H LP Interests will be included in diluted weighted average Class A Shares outstanding as of the beginning of the period in which all necessary performance conditions have been satisfied. If all necessary performance conditions have not been satisfied by the end of the period, the number of shares that will be included in diluted weighted average Class A Shares outstanding will be based on the number of shares that would be issuable if the end of the reporting period were the end of the performance period. The interests that were assumed to be converted to an equal number of Class A Shares for purposes of computing diluted EPS were 2,785 and 3,098 for the three and six months ended June 30, 2016, respectively, and 813 and 768 for the three and six months ended June 30, 2015, respectively.


(c)	In November 2015, Mizuho exercised in full its outstanding Warrants to purchase 5,455 Class A Shares, of which the Company repurchased 2,355 shares.

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.