Net Income Per Share Attributable to Evercore Inc. Common Shareholders

9 Months Ended

Sep. 30, 2021

Net Income Per Share Attributable to Evercore Inc. Common Shareholders

Net Income Per Share Attributable to Evercore Inc. Common ShareholdersThe calculations of basic and diluted net income per share attributable to Evercore Inc. common shareholders for the three and nine months ended September 30, 2021 and 2020 are described and presented below.


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
Basic Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	159,545	$	42,610	$	444,256	$	130,197




Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,467		40,694		40,492		40,441


Basic net income per share attributable to Evercore Inc. common shareholders	$	4.04	$	1.05	$	10.97	$	3.22
Diluted Net Income Per Share Attributable to Evercore Inc. Common Shareholders
Numerator:
Net income attributable to Evercore Inc. common shareholders	$	159,545	$	42,610	$	444,256	$	130,197
Noncontrolling interest related to the assumed exchange of LP Units for Class A Shares	(b)		(b)		(b)		(b)
Associated corporate taxes related to the assumed elimination of Noncontrolling Interest described above	(b)		(b)		(b)		(b)


Diluted net income attributable to Evercore Inc. common shareholders	$	159,545	$	42,610	$	444,256	$	130,197
Denominator:
Weighted average Class A Shares outstanding, including vested RSUs	39,467		40,694		40,492		40,441
Assumed exchange of LP Units for Class A Shares(a)(b)	—		—		—		96
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	2,750		1,249		2,625		1,248
Shares that are contingently issuable(c)	480		400		480		400

Diluted weighted average Class A Shares outstanding	42,697		42,343		43,597		42,185


Diluted net income per share attributable to Evercore Inc. common shareholders	$	3.74	$	1.01	$	10.19	$	3.09

(a)The Company previously had outstanding Class J limited partnership units of Evercore LP ("Class J LP Units"), which converted into Class E limited partnership units of Evercore LP ("Class E LP Units") and ultimately became exchangeable into Class A Shares on a one-for-one basis. As of September 30, 2021 and 2020, no Class J LP Units remained issued or outstanding. See Note 15 for further information. During the nine months ended September 30, 2020, the Class J LP Units were dilutive and consequently the effect of their exchange into Class A Shares has been included in the calculation of diluted net income per share attributable to Evercore Inc. common shareholders under the if-converted method. In computing this adjustment, the Company assumes that all Class J LP Units are converted into Class A Shares.

(b)The Company has outstanding Class A and E LP Units, 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, 2021 and 2020, the Class A and E 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 4,840 and 4,871 for the three and nine months ended September 30, 2021, respectively, and 5,070 and 5,161 for the three and nine months ended September 30, 2020, 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 $19,925 and $54,096 for the three and nine months ended September 30, 2021, respectively, and $6,560 and $18,990 for the three and nine months ended September 30, 2020, respectively. In computing this adjustment, the Company assumes that all vested Class A LP Units and all Class E 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 and E LP Units will result in a dilutive computation in future periods.

(c)The Company has outstanding Class I-P units of Evercore LP ("Class I-P Units") which are contingently exchangeable into Class I limited partnership units of Evercore LP ("Class I LP Units"), and ultimately Class A Shares, and outstanding Class K-P units of Evercore LP ("Class K-P Units") which are contingently exchangeable into Class K limited partnership units of Evercore LP ("Class K LP Units"), and ultimately Class A Shares, as they are subject to certain performance thresholds being achieved. For the purposes of calculating diluted net income per share attributable to Evercore Inc. common shareholders, the Company's Class I-P Units and 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 Units that were assumed to be converted to an equal number of Class A Shares for purposes of computing diluted net income per share attributable to Evercore Inc. common shareholders were 480 for each of the three and nine months ended September 30, 2021, and 400 for each of the three and nine months ended September 30, 2020.

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.