Loss Per Share

9 Months Ended

Sep. 30, 2018

NOTE 12 — LOSS PER SHARE

Basic and diluted net loss per share is computed by dividing the net loss attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares. For all periods presented, potentially dilutive shares are excluded from diluted net loss per share because they have an anti-dilutive impact. Therefore, basic and diluted net loss per share attributable to Class A common stockholders are the same for all periods presented.

As discussed in Note 1 — Business Organization, the Organizational Transactions are considered transactions between entities under common control and the financial statements for periods prior to the IPO and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. For purposes of calculating both the numerator and denominator of net loss per share for periods prior to the IPO, the Company has retroactively reflected the 15.0 million shares issued in the IPO and the LLC Units outstanding as of the Organizational Transactions as if they had been issued and outstanding as of the beginning of each period presented. These calculations for periods prior to the IPO do not consider the options or shares of Class A common stock issued on the IPO date under the 2017 Incentive Plan.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2018		2017		2018		2017
Numerator:
Net loss	$	(64,419)	$	(39,769)	$	(168,341)	$	(117,078)
Net loss attributable to non-controlling interests	48,377		35,389		135,291		104,232
Dividends on Class A convertible preferred stock	(1,230)		—		(3,950)		—
Accretion of beneficial conversion feature on Class A convertible preferred stock	—		—		(1,380)		—
Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted	$	(17,272)	$	(4,380)	$	(38,380)	$	(12,846)
Denominator:
Weighted-average shares of Class A common stock outstanding	34,924		15,520		27,258		15,254
Nonvested weighted-average restricted stock awards	(269)		(475)		(331)		(230)
Weighted-average shares of Class A common stock to compute basic and diluted net loss per Class A common share	34,655		15,045		26,927		15,024
Net loss per share of Class A common stock, basic and diluted	$	(0.50)	$	(0.29)	$	(1.43)	$	(0.86)

Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share of Class B common stock under the two-class method has not been presented. LLC Units (adjusted for the Exchange Ratio and participation thresholds) are considered potentially dilutive shares of Class A common stock because they are exchangeable into shares of Class A common stock.

Weighted-average as-converted shares of Convertible Preferred Stock of approximately 4.5 million and 4.9 million for the three and nine months ended September 30, 2018, respectively, were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. Weighted-average as-converted Class A Units together with the related Class B common stock of approximately 106.3 million and 117.2 million during the three months ended September 30, 2018 and September 30, 2017, respectively, and of approximately 110.2 million and 117.2 million during the nine months ended September 30, 2018 and September 30, 2017, respectively, were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. Outstanding Class B Units of approximately 6.5 million and 7.5 million at September 30, 2018 and September 30, 2017, respectively, were evaluated for potentially dilutive effects and were determined to be anti-dilutive. Potentially dilutive restricted stock awards and units of approximately 0.4 million and for each of the three and nine months ended September 30, 2018 and of approximately 0.5 million and 0.2 million for the three and nine months ended September 30, 2017, respectively, were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. As of September 30, 2018 and September 30, 2017, 0.8 million and 0.6 million options, respectively, were outstanding and evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.