Net Income (Loss) Per Share

6 Months Ended

Jun. 30, 2022

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.

The Company considers its preferred stock to be participating securities. As of 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 — Stockholders' Equity for additional information). 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. 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:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net income (loss) (A)	$	14,759	$	(1,317)	$	(4,617)	$	(2,426)
Income impact of convertible promissory notes	600		—		—		—
Total undistributed income (loss) (B)	15,359		(1,317)		(4,617)		(2,426)

Weighted average shares outstanding (C)	37,415		24,808		35,097		24,786
Dilutive effect of convertible promissory notes	2,429		—		—		—
Dilutive effect of stock-based awards	2,197		—		—		—
Common stock and common stock equivalents (D)	42,041		24,808		35,097		24,786

Net income (loss) per share:
Basic (A/C)	$	0.39	$	(0.05)	$	(0.13)	$	(0.10)
Diluted (B/D)	$	0.37	$	(0.05)	$	(0.13)	$	(0.10)

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:


	Three Months Ended June 30, 2022		Three Months Ended June 30, 2021
	Common		Class 1		Class 2		Class 3
Net income (loss) (A)	$	14,759	$	(498)	$	(730)	$	(89)
Income impact of convertible promissory notes	600		—		—		—
Total undistributed income (loss) (B)	$	15,359	$	(498)	$	(730)	$	(89)

Weighted average shares outstanding (C)	37,415		9,379		13,755		1,675
Dilutive effect of convertible promissory notes	2,429		—		—		—
Dilutive effect of stock-based awards	2,197		—		—		—
Common stock and common stock equivalents (D)	42,041		9,379		13,755		1,675

Net income (loss) per share:
Basic (A/C)	$	0.39	$	(0.05)	$	(0.05)	$	(0.05)
Diluted (B/D)	$	0.37	$	(0.05)	$	(0.05)	$	(0.05)


	Six Months Ended June 30, 2022		Six Months Ended June 30, 2021
	Common		Class 1		Class 2		Class 3
Net loss	$	(4,617)	$	(918)	$	(1,346)	$	(162)
Weighted average shares outstanding	35,097		9,379		13,755		1,652
Basic and diluted net loss per share	$	(0.13)	$	(0.10)	$	(0.10)	$	(0.10)

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,
	2022	2021	2022	2021
Shares subject to outstanding common stock options	1,092	3,931	1,092	3,931
Shares subject to stockholder earn-out rights	5,429	—	5,429	—
Shares subject to Public Warrants	6,501	—	6,501	—
Shares subject to Private Warrants	3,950	—	3,950	—
Preferred stock	—	6,140	—	6,140
Escrow Shares	1,625	—	1,625	—

	18,597	10,071	18,597	10,071

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.