v3.24.3
Earnings Per Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

11. Earnings Per Share

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at the option of the holder at any time or automatically upon certain events described in the Company’s fourth amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chair. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net income per share. As a result, basic and diluted net income per share of Class A common stock and per share of Class B common stock are equivalent.

During the three and nine months ended September 30, 2024, 241,935 shares of Class B common stock were converted into Class A common stock. During the three and nine months ended September 30, 2023, no shares of Class B common stock were converted into Class A common stock.

Basic net income (loss) per share (“Basic EPS”) is computed by dividing consolidated net income adjusted for net loss attributable to redeemable noncontrolling interest and changes in the redemption value of redeemable noncontrolling interest, if applicable, by the weighted-average number of common shares outstanding during the reporting period. The Company computes the weighted-average number of common shares outstanding during the reporting period using the total number of shares of Class A common stock and Class B common stock outstanding as of the last day of the previous year plus the weighted-average of any additional shares issued and outstanding during the reporting period, less the weighted-average of any shares repurchased during the period.

Diluted net income (loss) per share (“Diluted EPS”) gives effect to all potentially dilutive securities. Diluted EPS is computed by dividing consolidated net income adjusted for net loss attributable to redeemable noncontrolling interest and changes in the redemption value of redeemable noncontrolling interest, if applicable and dilutive, by the weighted-average number of common shares outstanding during the reporting period using (i) the number of shares of common stock used in the Basic EPS calculation as indicated above, and (ii) if dilutive, the incremental weighted-average common stock that the Company would issue upon the exercise of stock options and the vesting of restricted stock units. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. For previous periods, the if-converted method was used to calculate the number of shares issuable upon exercise of the 2024 Put Right (as defined in Note 2 to the consolidated financial statements contained within the Annual Report), inclusive of CarOffer noncontrolling interest and CO Incentive and Subject Units (as each term is defined in Note 2 to the consolidated financial statements contained within the Annual Report), that would have been issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period.

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated net income (loss)

 

$

22,511

 

 

$

18,973

 

 

$

(24,909

)

 

$

44,656

 

Net loss attributable to redeemable noncontrolling interest

 

 

—

 

 

 

(3,329

)

 

 

—

 

 

 

(10,191

)

Net income (loss) attributable to common stockholders — basic

 

$

22,511

 

 

$

22,302

 

 

$

(24,909

)

 

$

54,847

 

Net loss attributable to redeemable noncontrolling interest

 

 

—

 

 

 

(3,329

)

 

 

—

 

 

 

(10,191

)

Net income (loss) attributable to common stockholders — diluted

 

$

22,511

 

 

$

18,973

 

 

$

(24,909

)

 

$

44,656

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares of common stock used
   in computing net income (loss) per share attributable to
   common stockholders — basic

 

 

103,321,988

 

 

 

113,223,711

 

 

 

104,769,518

 

 

 

113,998,928

 

Dilutive effect of share equivalents resulting from stock
   options

 

 

108,869

 

 

 

224,061

 

 

 

—

 

 

 

226,715

 

Dilutive effect of share equivalents resulting from
   unvested restricted stock units

 

 

1,628,426

 

 

 

874,507

 

 

 

—

 

 

 

676,093

 

Weighted-average number of shares of common stock
   used in computing net income per share attributable to
   common stockholders — diluted

 

 

105,059,283

 

 

 

114,322,279

 

 

 

104,769,518

 

 

 

114,901,736

 

Net income (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.22

 

 

$

0.20

 

 

$

(0.24

)

 

$

0.48

 

Diluted

 

$

0.21

 

 

$

0.17

 

 

$

(0.24

)

 

$

0.39

 

For the three months ended September 30, 2024 and 2023 and for the nine months ended September 30, 2024 and 2023, potentially dilutive common stock equivalents that have been excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive are as follows:

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Stock options outstanding

 

 

506,554

 

 

 

548,695

 

 

 

701,884

 

 

 

555,601

 

Restricted stock units outstanding

 

 

512,198

 

 

 

2,035,557

 

 

 

6,264,428

 

 

 

2,511,429

 

For the nine months ended September 30, 2024, there was no effect of potentially dilutive shares as the numerator was negative and there were no contingently issuable shares as a result of the acquisition of remaining minority equity interests in CarOffer in 2023. For the three and nine months ended September 30, 2023, the number of issuable shares estimated upon exercise of the 2024 Put Right was zero.