Net Loss Per Share

6 Months Ended

Jun. 30, 2023

Net Income (Loss) Per Share

Basic earnings per share (“EPS”) excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Potentially dilutive securities consist of common stock options, restricted stock units, contingently issuable shares and convertible securities. The dilutive effect of stock options, restricted stock units and contingently issuable shares is reflected in diluted EPS by application of the treasury stock method. The dilutive effect of convertible securities is reflected in the diluted EPS by application of the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. In applying the “if-converted” method for diluted net income (loss) per share, the Company would assume conversion of the 2024 Notes at a ratio of 25.9182 shares of its common stock per $1,000 principal amount of the 2024 Notes. The Company would assume conversion of the 2026 Notes at a ratio of 13.2933 shares of its common stock per $1,000 principal amount of the 2026 Notes. Assumed converted shares of the Company’s common stock are weighted for the period the Notes were outstanding.

See Note 8 – Convertible Senior Notes, Net and Capped Call Transactions for a full description of the Notes.

Reconciliation of shares used in calculating basic and diluted net income (loss) per share for the three and six months ended June 30, 2023 and 2022, were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022

Numerator:
Net income (loss) available to stockholders for basic net income per share	$	10,822	$	(75,411)	$	(6,598)	$	(140,775)
Interest on assumed conversion of convertible notes, net of tax	136		—		—		—
Net income (loss) available to stockholders for diluted net income per share	10,958		(75,411)		(6,598)		(140,775)
Denominator:
Weighted-average shares used to compute basic net income per share	76,902,416		77,290,465		76,341,729		76,555,518
Weighted-average effect of dilutive securities:
Stock options and employee stock purchase plan	98,143		—		—		—
Restricted stock units	166,156		—		—		—
Earn-outs	5,575,251		—		—		—
Conversion option of the 2024 and 2026 Notes	8,758,093		—		—		—
Weighted-average shares used to compute diluted net income per share	91,500,059		77,290,465		76,341,729		76,555,518
Net income (loss) per share:
Basic	$	0.14	$	(0.98)	$	(0.09)	$	(1.84)
Diluted	$	0.12	$	(0.98)	$	(0.09)	$	(1.84)

The diluted net EPS calculation for the three months ended June 30, 2023 excluded approximately 3.8 million shares and 3.2 million shares related to stock options and RSUs, respectively, as their effect would have been anti-dilutive. Additionally, subsequent to June 30, 2023, the Company settled the final portion of the VoiceBase earn-out for approximately $15.0 million, which is due to be paid in the fourth quarter of 2023. The assumed conversion of the earn-out settlement would have no impact on the basic and diluted EPS as presented in the table above. Further, the following securities were excluded from the computation of diluted EPS for the six months ended June 30, 2023 and 2022, and three months ended June 30, 2022, as their effect would have been anti-dilutive:


	As of June 30,
	2023	2022
Shares subject to outstanding common stock options and employee stock purchase plan	3,541,432	4,784,614
Restricted stock units	3,738,894	4,066,555
Earn-outs	5,575,251	11,448,016
Conversion option of the 2024 Notes	1,878,810	5,961,186
Conversion option of the 2026 Notes	6,879,283	6,879,283
Total	21,613,670	33,139,654