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Net Income (Loss) Per Share
12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share

NOTE 16 — Net Income (Loss) Per Share

Basic and diluted net income (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 income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Shares repurchased and held in treasury by the Company are removed from the weighted-average number of shares of common stock outstanding as of the date of repurchase.

The Company considers its preferred stock to be participating securities. As of December 31, 2022, the Company had 1,625 outstanding shares of common stock that are in escrow and subject to earn-out conditions and thus forfeiture, which do not

meet the criteria for participating securities (see Note 12 for additional information). There were no such shares as of December 31, 2021. Net income (loss) is attributed to common stockholders and participating securities based on their participation rights. Net income (loss) is not attributed to the preferred stock as the holders of the preferred stock do not have a contractual obligation to share in any losses.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of non-participating shares of common stock that are subject to forfeiture, stock options, preferred stock, convertible notes, and other securities outstanding. Certain securities are antidilutive and as such, are excluded from the calculation of diluted earnings per share and disclosed separately. Because of the nature of the calculation, particular securities may be dilutive in some periods and anti-dilutive in other periods. The Class 1, 2, and 3 common shares presented below have been retroactively restated for all periods using the conversion ratio in connection with the Business Combination.

The following table presents the computation of basic and diluted net income (loss) per share attributable to common stockholders, as a group, for the periods presented:

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Net income (loss)

 

$

5,070

 

 

$

(12,024

)

Income impact of forward purchase agreements

 

 

(346

)

 

 

 

Total undistributed income (loss)

 

$

4,724

 

 

$

(12,024

)

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

35,080

 

 

 

24,882

 

Dilutive effect of forward purchase agreements

 

 

1,140

 

 

 

 

Dilutive effect of stock-based awards

 

 

1,520

 

 

 

 

Common stock and common stock equivalents

 

 

37,740

 

 

 

24,882

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

0.14

 

 

$

(0.48

)

Diluted net income (loss) per share

 

$

0.13

 

 

$

(0.48

)

 

 

 

 

 

 

 

 

During 2022, the Class 1, 2, and 3 shares were outstanding from January 1, 2022 through February 3, 2022, while only one class of common stock was outstanding beginning February 4, 2022. During 2021, only the Class 1, 2, and 3 shares were outstanding. Following are the calculations of basic and diluted net income (loss) per share for each class of common stock (refer to the tables above for the impact of common stock equivalents on common shares for the periods presented):

 

 

Year Ended December 31,

 

 

2022

 

 

2021

 

 

Common

 

 

Class 1

 

 

Class 2

 

 

Class 3

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

5,070

 

 

$

(4,532

)

 

$

(6,646

)

 

$

(846

)

Weighted average shares outstanding

 

35,080

 

 

 

9,375

 

 

 

13,755

 

 

 

1,752

 

Common stock and common stock equivalents

 

37,740

 

 

 

9,375

 

 

 

13,755

 

 

 

1,752

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

$

0.14

 

 

$

(0.48

)

 

$

(0.48

)

 

$

(0.48

)

Diluted net income (loss) per share

$

0.13

 

 

$

(0.48

)

 

$

(0.48

)

 

$

(0.48

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following shares of common stock subject to certain instruments were excluded from the computation of diluted net income per share attributable to common stockholders for the periods presented as their effect would have been antidilutive (with figures recast using the conversion ratio for the Business Combination, as applicable):

 

 

 

Year Ended December 31,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Shares subject to warrants

 

 

10,451

 

 

 

 

Shares subject to convertible promissory notes

 

 

2,421

 

 

 

12,481

 

Preferred stock

 

 

 

 

 

6,140

 

Escrow Shares

 

 

1,625

 

 

 

 

Shares subject to outstanding common stock options and RSUs

 

 

3,705

 

 

 

3,851

 

Shares subject to stockholder earn-out rights

 

 

5,429

 

 

 

 

 

 

 

23,631

 

 

 

22,472

 

 

 

 

 

 

 

 

 

See Note 11 for additional information regarding convertible promissory notes, Note 12 for additional information regarding stockholder earn-out rights, preferred stock, and Escrow Shares, Note 13 for additional information regarding warrants, and Note 14 for additional information regarding stock options and RSUs.