v3.25.0.1
Earnings Per Share
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

22. Earnings Per Share

We calculate basic and diluted net income per share of Class A common stock in accordance with ASC Topic 260, Earnings per Share. Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted net income per share, and we do not present basic and diluted net income per share of Class B common stock. However, our Class B common stockholders are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. See Note 16, Redeemable Noncontrolling Interests, for more information regarding Hoya Topco’s right to exchange its Intermediate Units.

The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interests for the years ended December 31, 2024, 2023, and 2022 (in thousands):

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Net income—Hoya Intermediate

 

$

13,427

 

 

$

69,420

 

 

$

70,794

 

Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income

 

 

36.3

%

 

 

55.6

%

 

 

59.5

%

Net income attributable to Hoya Topco's redeemable noncontrolling interests

 

$

4,877

 

 

$

38,605

 

 

$

42,117

 

Net income attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net income attributable to redeemable noncontrolling interests from our total net income, which includes our net income for activities outside of our investment in Hoya Intermediate, including income tax expense (benefit) for VSI’s portion of income, as well as the full results of Hoya Intermediate on a consolidated basis.

Net income per Class A common stock–diluted is based on the average number of shares of our Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable. Net income attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income after giving effect to Intermediate Units that convert into potential shares of our Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of the Intermediate Warrants, to the extent they are dilutive.

The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the years ended December 31, 2023 and 2022 (in thousands, except share and per share data):

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

Numerator—basic

 

 

 

 

 

 

 

 

 

Net income

 

$

14,302

 

 

$

113,141

 

 

$

70,779

 

Less: net income attributable to redeemable noncontrolling interests

 

 

(4,877

)

 

 

(38,605

)

 

 

(42,117

)

Net income attributable to Class A common stockholders—basic

 

 

9,425

 

 

 

74,536

 

 

 

28,662

 

Denominator—basic

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding—basic

 

 

132,330,914

 

 

 

92,678,514

 

 

 

80,257,247

 

Net income per Class A common stock—basic

 

$

0.07

 

 

$

0.80

 

 

$

0.36

 

 

 

 

 

 

 

 

 

 

 

Numerator—diluted

 

 

 

 

 

 

 

 

 

Net income attributable to Class A common stockholders—basic

 

$

9,425

 

 

$

74,536

 

 

$

28,662

 

Weighted average effect of dilutive securities:

 

 

 

 

 

 

 

 

 

RSUs

 

 

8

 

 

 

79

 

 

 

6

 

Redeemable noncontrolling interests

 

 

2,310

 

 

 

(23,401

)

 

 

42,056

 

Exercise Warrants

 

 

—

 

 

 

—

 

 

 

55

 

Net income attributable to Class A common stockholders—diluted

 

 

11,743

 

 

 

51,214

 

 

 

70,779

 

Denominator—diluted

 

 

 

 

 

 

 

 

 

Weighted average Class A common stock outstanding—basic

 

 

132,330,914

 

 

 

92,678,514

 

 

 

80,257,247

 

Weighted average effect of dilutive securities:

 

 

 

 

 

 

 

 

 

RSUs

 

 

586,713

 

 

 

424,954

 

 

 

28,228

 

Redeemable noncontrolling interests

 

 

76,225,000

 

 

 

105,773,973

 

 

 

118,200,000

 

Exercise Warrants

 

 

—

 

 

 

—

 

 

 

258,906

 

Weighted average Class A common stock outstanding—diluted

 

 

209,142,627

 

 

 

198,877,441

 

 

 

198,744,381

 

Net income per Class A common stock—diluted

 

$

0.06

 

 

$

0.26

 

 

$

0.36

 

Potential shares of our Class A common stock are excluded from the computation of diluted net income per share of Class A common stock if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the periods presented. The dilution reflected in diluted net income per share of Class A common stock during the year ended December 31, 2023 relates primarily to an assumed conversion of redeemable noncontrolling interests to shares of our Class A common stock, which would not have had a commensurate effect on net income, primarily due to the release of the valuation allowance which benefit is attributable to VSI only. The Vegas.com Acquisition and the subsequent pushdown of the acquired entity to Hoya Intermediate primarily resulted in the recognition of incremental deferred tax expense, which is recognized in Income tax expense (benefit) in the Consolidated Statements of Operations.

The following table presents potentially dilutive securities that are excluded from the computation of diluted net income per share of Class A common stock for the years ended December 31, 2024, 2023, and 2022 that could potentially dilute earnings per share in the future:

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

RSUs

 

 

4,568,900

 

 

 

734,588

 

 

 

1,224,919

 

Stock options

 

 

7,401,783

 

 

 

8,807,848

 

 

 

6,300,837

 

Public Warrants and Private Warrants

 

 

13,286,644

 

 

 

13,286,644

 

 

 

13,286,644

 

Exercise Warrants

 

 

34,000,000

 

 

 

34,000,000

 

 

 

17,000,000

 

Intermediate Warrants

 

 

4,000,000

 

 

 

4,000,000

 

 

 

6,000,000