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Earnings Per Share | 9 Months Ended
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Sep. 30, 2021
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 amended and restated certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chairman. 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 months ended September 30, 2021 and 2020, holders of Class B common stock converted 1,676,061 and 898,655 shares of Class B common stock to Class A common stock, respectively. During the nine months ended September 30, 2021 and 2020, holders of Class B common stock converted 2,605,658 and 1,238,144 shares of Class B common stock to Class A common stock, respectively. Basic net income per share (“Basic EPS”) is computed by dividing net income attributable to common stockholders and adjusted to reflect changes in the redemption value of the 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. Diluted net income per share (“Diluted EPS”) gives effect to all potentially dilutive securities. Diluted EPS is computed by dividing net income attributable to common stockholders and adjusted to reflect adjustments for net income (loss) attributable to the noncontrolling interest and redemption adjustments to 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, (ii) if dilutive, the incremental weighted-average common stock that the Company would issue upon the exercise of stock options and the vesting of RSUs, (iii) if dilutive, market-based performance awards based on the number of shares that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. The if-converted method is used to calculate the number of shares issuable upon exercise of the 2024 Put Right, inclusive of CarOffer noncontrolling interest and incentive units, that would be issuable as of the end of the reporting period assuming the end of the reporting period was also the end of the contingency period. The following table presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Numerator: |  |  |  |  |  |  |  |  |  |  |  |
Consolidated net income |  | $ | 29,267 |  |  | $ | 32,563 |  |  | $ | 76,214 |  |  | $ | 52,390 |
Less: Net income (loss) attributable to redeemable noncontrolling interest |  |  | 68 |  |  |  | — |  |  |  | (3,398 | ) |  |  | — |
Net income attributable to common stockholders — basic |  | $ | 29,199 |  |  | $ | 32,563 |  |  | $ | 79,612 |  |  | $ | 52,390 |
Add: Net income (loss) attributable to redeemable noncontrolling interest |  |  | 68 |  |  |  | — |  |  |  | (588 | ) |  |  | — |
Net income attributable to common stockholders — diluted |  | $ | 29,267 |  |  | $ | 32,563 |  |  | $ | 79,024 |  |  | $ | 52,390 |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic |  |  | 117,412,164 |  |  |  | 113,027,995 |  |  |  | 116,955,188 |  |  |  | 112,707,003 |
Dilutive effect of share equivalents resulting from stock options |  |  | 418,054 |  |  |  | 632,581 |  |  |  | 460,553 |  |  |  | 701,176 |
Dilutive effect of share equivalents resulting from unvested restricted stock units |  |  | 491,175 |  |  |  | 306,287 |  |  |  | 403,967 |  |  |  | 324,437 |
Dilutive effect of share equivalents resulting from CarOffer incentive units and noncontrolling interest |  |  | 2,116,980 |  |  |  | — |  |  |  | 1,231,520 |  |  |  | — |
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted |  |  | 120,438,373 |  |  |  | 113,966,863 |  |  |  | 119,051,228 |  |  |  | 113,732,616 |
Net income per share attributable to common stockholders: |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.25 |  |  | $ | 0.29 |  |  | $ | 0.68 |  |  | $ | 0.46 |
Diluted |  | $ | 0.24 |  |  | $ | 0.29 |  |  | $ | 0.66 |  |  | $ | 0.46 |
The following potentially dilutive common stock equivalents have been excluded from the calculation of diluted weighted-average shares outstanding for the three and nine months ended September 30, 2021 and 2020, as their effect would have been anti-dilutive for the periods presented:
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2021 |  |  | 2020 |  |  | 2021 |  |  | 2020 |
Stock options outstanding |  |  | 588,490 |  |  |  | — |  |  |  | 501,306 |  |  |  | — |
Restricted stock units outstanding |  |  | 2,181,061 |  |  |  | 2,577,713 |  |  |  | 2,507,873 |  |  |  | 2,893,491 |
In addition, shares of Class A common stock potentially issuable under market-based performance awards of approximately 282,921 were excluded from the calculation of weighted average shares used to compute Diluted EPS for both the three and nine months ended September 30, 2021 as the market-based vesting conditions had not been achieved as of the reporting period end date and as such there were zero contingently issuable shares.

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