Net Income Per Share Attributable to Evercore Inc. Common Shareholders

3 Months Ended

Mar. 31, 2024

Net Income Per Share Attributable to Evercore Inc. Common Shareholders

The calculations of basic and diluted net income per share attributable to Evercore Inc. common shareholders for the three months ended March 31, 2024 and 2023 are described and presented below.


	For the Three Months Ended March 31,
	2024		2023
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	85,693	$	83,378




Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	38,438		38,510


Basic net income per share attributable to Evercore Inc. common shareholders	$	2.23	$	2.17
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	85,693	$	83,378
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares(1)	—		—
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above(1)	—		—


Diluted net income attributable to Evercore Inc. common shareholders	$	85,693	$	83,378
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	38,438		38,510
Assumed exchange of LP Units for Class A Shares(1)	—		—
Additional shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method(2)	2,485		1,808
Shares that are contingently issuable(3)	157		121

Diluted weighted average Class A Shares outstanding	41,080		40,439


Diluted net income per share attributable to Evercore Inc. common shareholders	$	2.09	$	2.06

(1)The Company has outstanding Class A, E, I and K LP Units, which give the holders the right to receive Class A Shares upon exchange on a one-for-one basis. During the three months ended March 31, 2024 and 2023, these 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 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 Inc. common shareholders if the effect would have been dilutive were 2,609 and 2,756 for the three months ended March 31, 2024 and 2023, 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 $6,212 and $6,986 for the three months ended March 31, 2024 and 2023, respectively. In computing this adjustment, the Company assumes that all Class A, E, I and K LP Units are converted into Class A Shares, that all earnings attributable to those shares are attributed to Evercore Inc. and that the Company is subject to the statutory tax rates of a C-Corporation under a conventional corporate tax structure in the U.S. at prevailing corporate tax rates. The Company does not anticipate that the Class A, E, I and K LP Units will result in a dilutive computation in future periods.

(2)During the three months ended March 31, 2024 and 2023, certain shares of the Company's common stock assumed to be issued pursuant to non-vested RSUs, as calculated using the Treasury Stock Method, 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 Inc. common shareholders. The shares that would have been included in the treasury stock method calculation if the effect would have been dilutive were 44 and 2,239 for the three months ended March 31, 2024 and 2023, respectively.

(3)The Company has outstanding Class K-P units of Evercore LP ("Class K-P Units") which are contingently exchangeable into Class K LP Units, and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved. See Note 14 for further information. For the purposes of calculating diluted net income per share attributable to Evercore

Inc. common shareholders, the Company's Class K-P Units are 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 are included in diluted weighted average Class A Shares outstanding is 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 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.