The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share:

	Three		Three
	Months Ended		Months Ended
	March 31, 2016		March 31, 2015
	(Dollars in thousands, except shares and per share data)
Numerator:
Consolidated Net Income (Loss), net of tax, attributable to ZAIS Group Holdings, Inc. Class A common stockholders (Basic)	$	(4,834)	$	(822)
Effect of dilutive securities:
Consolidated Net Income (Loss), net of tax, attributable to non-controlling interests in ZGP		(2,299)		(4,514)
Less: Consolidated Net Income (Loss), net of tax, attributable to ZAIS REIT Management Class B Members ⁽¹⁾		(142)		—
Income tax (benefit) expense ⁽²⁾		—		1,844
Consolidated Net Income (Loss), net of tax, attributable to stockholders, after effect of dilutive securities	$	(7,275)	$	(3,492)
Denominator:
Weighted average number of shares of Class A Common Stock		13,870,917		2,157,698
Effect of dilutive securities:
Weighted average number of Class A Units of ZGP		7,000,000		7,000,000
Dilutive number of Class B-0 Units and RSUs ⁽³⁾		—		—
Diluted weighted average shares outstanding ⁽⁴⁾		20,870,917		9,157,698
Consolidated Net Income (Loss), net of tax, per Class A common share – Basic	$	(0.35)	$	(0.38)
Consolidated Net Income (Loss), net of tax, per Class A common share – Diluted	$	(0.35)	$	(0.38)

⁽¹⁾	–	Amount represents portion of the management fee income received from ZFC REIT that is payable to holders of Class B interests in ZAIS Group’s consolidated subsidiary ZAIS REIT Management.
⁽²⁾	–	Income tax (benefit) / expense for the three months ended March 31, 2016 is calculated using an assumed tax rate of 39.90% and is net of a 100% valuation allowance. Income tax (benefit) / expense for the three months ended March 31, 2015 is calculated using an assumed tax rate of 40.85%. See Note 9 for details surrounding income taxes.
⁽³⁾	–	The treasury stock method is used to calculate incremental Class A common shares on potentially dilutive Class A common shares resulting from unvested Class B-0 Units granted in connection with and subsequent to the Business Combination and unvested RSUs granted to non-employee directors. These units are anti-dilutive and, consequently, have been excluded from the computation of diluted weighted average shares outstanding.
⁽⁴⁾	–	Number of diluted shares outstanding takes into account non-controlling interests of ZGP that may be exchanged for Class A Common Stock under certain circumstances.