Earnings Per Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding of the Company. Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive.

	For the Three Months Ended
	June 30, 2024		June 30, 2023
	Basic	Diluted	Basic	Diluted
Class A Shares	Included	Included	Included	Included
Class B Shares (1)	Excluded	If-converted method	Excluded	If-converted method
Series C Preferred Shares (2)	Two-class method	More dilutive of two-class method or if-converted method	—	—
Warrants (3)	Excluded	Treasury stock method	Excluded	Treasury stock method
Earn-Out Shares(4)	Excluded	Treasury stock method	Excluded	Excluded
Unvested RSUs	Excluded	Treasury stock method	Excluded	Treasury stock method
Unvested PRSUs (5)	Excluded	Treasury stock method	—	—
Holbein Earn-In Shares (6)	Excluded	Treasury stock method	Excluded	Treasury stock method

	For the Six Months Ended
	June 30, 2024		June 30, 2023
	Basic	Diluted	Basic	Diluted
Class A Shares	Included	Included	Included	Included
Class B Shares (1)	Excluded	If-converted method	Excluded	If-converted method
Series C Preferred Shares (2)	Two-class method	More dilutive of two-class method or if-converted method	—	—
Warrants (3)	Excluded	Treasury stock method	Excluded	Treasury stock method
Earn-Out Shares(4)	Excluded	Treasury stock method	Excluded	Excluded
Unvested RSUs	Excluded	Treasury stock method	Excluded	Treasury stock method
Unvested PRSUs (5)	Excluded	Treasury stock method	—	—
Holbein Earn-In Shares (6)	Excluded	Treasury stock method	Excluded	Treasury stock method

(1) The if-converted method for these instruments includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.

(2) During the first quarter ended March 31, 2024, the Company issued Series C Preferred Shares and Warrants for Class A Shares. The Series C Preferred Shares are entitled to participate in dividends declared on common stock on an as-converted basis. This participation right requires application of the two-class method to calculate basic earnings per share. The two-class method requires income available to common stockholders for the period to be allocated between all participating instruments based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic earnings per share is calculated using the proportion of net income available to be distributed to the common shareholders. Dilutive earnings per share is calculated using the more dilutive of the two-class method or the if-converted method.

(3) As mentioned in footnote 2 above, during the first quarter ended March 31, 2024, the Company issued Series C Preferred Shares and Warrants for Class A Shares. The Warrants do not participate in dividends declared on common stock and are excluded from the calculation of basic earnings per share. Since the Warrants are classified as liabilities and remeasured at fair value each period, application of the treasury stock method for calculation of diluted earnings per share includes reversing the income statement effect of the fair value remeasurement for the period.

(4) As mentioned in Note 3 (Business Combinations and Divestitures), during the second quarter ended June 30, 2024, the Company entered into a purchase agreement with EEA in which a portion of the estimated contingent consideration could be paid in Class A Common Stock. The Earn-Out Shares are excluded from the calculation of basic earnings per share as EEA’s contingency period has not been completed as of the current reporting period. Since EEA’s estimated contingent consideration is classified as a liability and remeasured at fair value each period, the application of the treasury stock method for calculation of diluted earnings per share includes reversing the income statement effect of the fair value remeasurement for the period.

(5) During the second quarter of 2024, the Company granted PRSUs to selected members of AlTi’s executive team. Vesting of the PRSUs is based on meeting certain market conditions and the requisite service period. Unvested PRSUs would be excluded from Basic EPS calculation, but once vested, they would be included in the Basic EPS calculation. The PRSUs would be included in the computation of diluted EPS using the treasury stock method. Assumed proceeds under the treasury stock method consist of unamortized compensation cost. If dilutive, the unvested restricted stock would be considered outstanding as of the later of the beginning of the period or the grant date for diluted EPS computation purposes. If anti-dilutive, it should be excluded from the diluted EPS computation. See discussion of PRSUs in Note 5 (Equity-Based Compensation).

(6) During the third quarter of 2023, the Company modified the Holbein Earn-In shares arrangement such that the settlement of the Earn-In shares would be in shares at each service period. As of June 30, 2024, the service periods related to the Holbein Earn-In shares had not been completed, and therefore such shares have not been included in the calculation of basic earnings (loss) per share for the three and six months ended June 30, 2024 and June 30, 2023. However, in calculating the Company’s diluted earnings (loss) per share, the Company utilized the treasury stock method to determine the potential number of dilutive shares for the three and six months ended June 30, 2024 and June 30, 2023. For the three and six months ended June 30, 2024 and June 30, 2023, the Holbein Earn-In shares were excluded from the Company’s diluted earnings per share calculation as the Earn-In shares were classified as contingently issuable common shares. The key terms of the Holbein Earn-Ins are discussed in Note 5 (Equity-Based Compensation).

Basic earnings per share is computed by dividing income attributable to controlling interest by the weighted average number of shares of Class A Common Stock outstanding during the period. Diluted earnings per common share excludes potentially dilutive instruments which were outstanding during the period but were anti-dilutive. The following table shows the computation of basic and diluted earnings per share:

	For the Three Months Ended				For the Six Months Ended
(Dollars in Thousands, except share data)	June 30, 2024		June 30, 2023		June 30, 2024		June 30, 2023
Net income (loss) attributable to controlling interest - basic and diluted	$	(12,700)	$	42,740	$	11,031	$	(26,000)
Net income (loss) available to the Company - diluted	$	(12,700)	$	28,130	$	(208)	$	(26,000)
Weighted-average shares of Class A Common Stock outstanding - basic	71,738,190		59,286,346		69,228,309		58,425,916
Weighted-average shares of Class A Common Stock outstanding - diluted	71,738,190		114,319,307		119,355,038		58,454,342
Income (loss) per Class A Common Stock - basic	$	(0.18)	$	0.72	$	0.16	$	(0.45)
Income (loss) per Class A Common Stock - diluted	$	(0.18)	$	0.25	$	—	$	(0.44)

The following potentially dilutive instruments were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive:

	For the Three Months Ended		For the Six Months Ended
	June 30, 2024	June 30, 2023	June 30, 2024	June 30, 2023
Class B Common Stock and Class B Units	—	—	—	27,516,481
Warrants	2,000,000	—	2,000,000	9,985,626
Earn-outs	10,459,204	10,396,318	10,396,318	10,396,318
Stock Awards	—	4,607,089	2,376,487	2,303,545