Net Loss Per Share

9 Months Ended

Sep. 30, 2023

Note 15. Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.

Under the two-class method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, PRSUs, RSAs, convertible notes, earnout shares, and warrants. As we have reported losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share.

The following table summarizes the computation of basic and diluted net loss attributable per share to common stockholders for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss used to compute net loss per share - basic and diluted	$	(5,744)	$	(84,476)	$	(131,447)	$	(121,086)

Denominator:
Weighted average shares outstanding used to compute net loss used to compute net loss per share - basic and diluted	96,366,613		97,792,485		95,770,676		97,009,351

Net loss per share - basic and diluted	$	(0.06)	$	(0.86)	$	(1.37)	$	(1.25)

The following table discloses securities that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Stock options	3,685,526	4,149,394	3,685,526	4,149,394
Restricted stock units and awards	8,654,894	5,193,177	8,654,894	5,193,177
Performance restricted stock units	4,055,997	1,825,719	4,055,997	1,825,719
Public and private warrants	1,795,700	1,795,700	1,795,700	1,795,700
Earnout shares (1)	2,050,000	2,050,000	2,050,000	2,050,000
Convertible debt (2)	22,330,903	16,998,130	22,330,903	16,998,130
Contingently issuable shares in connection with acquisitions (3)	24,362,726	8,354,437	24,362,726	8,354,437

______________________________________

(1)Earnout shares will expire on December 24, 2023, if closing price of our common stock does not equal or exceed $22.00 per share before that date.

(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions allow us to purchase shares of our common stock at a strike price of $25.00 per share, which is equal to the conversion price of the 2026 Notes and 2028 Notes. The capped call transactions are designed to limit the amount of dilution of our common stock upon conversion of the notes. The maximum number of shares purchasable by us under the capped call transactions is 16,998,130. The options that underly the capped call transactions expire on September 15, 2026.

(3)In connection with the acquisitions of Floify and HOA, we provided an obligation to issue a certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period. The contingency period for the Floify acquisition ends in December 2024. The contingency period for the HOA acquisition ended in April 2023.