Earnings Per Share

12 Months Ended

Dec. 31, 2023

12. 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 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 (loss) per share. As a result, basic and diluted net income (loss) per share of Class A common stock and per share of Class B common stock are equivalent.

During the years ended December 31, 2023 and 2022, no shares of Class B common stock were converted into Class A common stock. During the year ended 2021, holders of Class B common stock converted 3,077,327 shares of Class B common stock to 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, (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, and (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. For previous periods, the if-converted method was used to calculate the number of shares issuable upon exercise of the 2024 Put Right, inclusive of CarOffer noncontrolling interest and CO Incentive and Subject Units, 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 years ended December 31, 2023, 2022, and 2021, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share is as follows:


	Year Ended December 31,
	2023			2022			2021
Numerator:
Consolidated net income	$	22,053		$	78,954		$	110,373
Net loss attributable to redeemable noncontrolling interest		(14,889	)		(5,433	)		1,129
Deemed dividend on redemption of noncontrolling interest		5,838			—			—
Accretion of redeemable noncontrolling interest to redemption value		—			(109,398	)		109,398
Net income (loss) attributable to common stockholders — basic	$	31,104		$	193,785		$	(154	)
Net loss attributable to redeemable noncontrolling interest		(14,889	)		(5,433	)		—
Deemed dividend on redemption of noncontrolling interest		5,838			—			—
Accretion of redeemable noncontrolling interest to redemption value		—			(109,398	)		—
Net income (loss) attributable to common stockholders — diluted	$	22,053		$	78,954		$	(154	)
Denominator:
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders — basic		113,240,139			118,474,991			117,142,062
Dilutive effect of share equivalents resulting from stock options		225,691			275,330			—
Dilutive effect of share equivalents resulting from unvested restricted stock units		723,004			366,258			—
Dilutive effect of share equivalents resulting from CO Incentive units, Subject Units, and noncontrolling interest		—			9,034,395			—
Weighted-average number of shares of common stock used in computing net income (loss) per share attributable to common stockholders — diluted		114,188,834			128,150,974			117,142,062
Net income (loss) per share attributable to common stockholders:
Basic	$	0.27		$	1.64		$	(0.00	)
Diluted	$	0.19		$	0.62		$	(0.00	)

For the years ended December 31, 2023, 2022, and 2021, 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:


	Year Ended December 31,
	2023		2022		2021
Stock options outstanding		551,196		587,494		617,504
Restricted stock units outstanding		2,333,489		2,634,463		2,867,330
CO Incentive Units, Subject Units and noncontrolling interest		—		—		1,509,750

For the year ended December 31, 2021, shares of Class A common stock potentially issuable under market-based performance awards of approximately 14,682 RSUs were excluded from the calculation of weighted average shares used to compute Diluted EPS 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. As a result of the 2023 CarOffer Transaction, there were no contingently issuable shares as of December 31, 2023. For the year ended December 31, 2022, there was no effect of potentially dilutive shares as the numerator was negative. Additionally, during the year ended December 31, 2022, the Company modified its market-based performance awards to contain only service-based vesting conditions in line with the Company's other RSU awards. As a result, there are no market-based RSUs outstanding as of December 31, 2023 or 2022.