Net (Loss) Income Per Share

6 Months Ended

Jun. 30, 2023

NOTE 16 — Net (Loss) Income Per Share

Basic and diluted net (loss) income 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) income per share attributable to common stockholders is computed by dividing the net (loss) income 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 June 30, 2023 and June 30, 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). Net (loss) income is attributed to common stockholders and participating securities based on their participation rights. Net 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 (loss) income per share attributable to common stockholders, as a group, for the periods presented:


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

Net (loss) income	$	(1,436	)	$	14,759	$	(6,833	)	$	(4,617	)
Income impact of convertible promissory notes		—			600		—			—
Total undistributed (loss) income	$	(1,436	)	$	15,359	$	(6,833	)	$	(4,617	)

Weighted average shares outstanding		39,509			37,415		39,109			35,097
Dilutive effect of convertible promissory notes		—			2,429		—			—
Dilutive effect of stock-based awards		—			2,197		—			—
Common stock and common stock equivalents		39,509			42,041		39,109			35,097


Basic net (loss) income per share	$	(0.04	)	$	0.39	$	(0.17	)	$	(0.13	)
Diluted net (loss) income per share	$	(0.04	)	$	0.37	$	(0.17	)	$	(0.13	)

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):


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

Shares subject to warrants		10,451		10,451		10,451		10,451
Shares subject to convertible promissory notes		2,480		—		2,480		2,429
Shares subject to forward purchase agreements		—		3,819		—		3,819
Escrow Shares		1,625		1,625		1,625		1,625
Shares subject to outstanding common stock options, RSUs and PSUs		3,825		1,105		4,336		1,105
Shares subject to stockholder earn-out rights		5,429		5,429		5,429		5,429
		23,810		22,429		24,321		24,858

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, RSUs and PSUs.