Net (Loss) Income Per Share

9 Months Ended

Sep. 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 September 30, 2023 and September 30, 2022, the Company had 81 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 September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

Net (loss) income	$	(2,210	)	$	15,454		$	(9,043	)	$	10,837
Income impact of FPAs		—			(3,939	)		—			(346	)
Income impact of convertible promissory notes		—			600			—			—
Total undistributed (loss) income	$	(2,210	)	$	12,115		$	(9,043	)	$	10,491

Weighted average shares outstanding		2,011			1,779			1,974			1,763
Dilutive effect of FPAs		—			177			—			57
Dilutive effect of convertible promissory notes		—			124			—			—
Dilutive effect of stock-based awards		—			69			—			104
Common stock and common stock equivalents		2,011			2,149			1,974			1,924


Basic net (loss) income per share	$	(1.10	)	$	8.69		$	(4.58	)	$	6.15
Diluted net (loss) income per share	$	(1.10	)	$	5.64		$	(4.58	)	$	5.45

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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Shares subject to warrants		523		523		523		523
Shares subject to convertible promissory notes		124		—		124		121
Shares subject to ESPP		13		14		11		14
Escrow Shares		81		81		81		81
Shares subject to outstanding common stock options, RSUs and PSUs		285		56		240		56
Shares subject to stockholder earn-out rights		271		271		271		271
		1,297		945		1,250		1,066

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.