Net Income (Loss) Per Share

9 Months Ended

Sep. 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. 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, 2022, the Company had 5,429 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. 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:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Net income (loss) (A)	$	15,454	$	(4,454)	$	10,837	$	(6,880)
Income impact of FPAs	(3,939)		—		(346)		—
Income impact of convertible promissory notes	600		—		—		—
Total undistributed income (loss) (B)	12,115		(4,454)		10,491		(6,880)

Weighted average shares outstanding (C)	35,580		24,923		35,260		24,832
Dilutive effect of FPAs	3,547		—		1,140		—
Dilutive effect of convertible promissory notes	2,477		—		—		—
Dilutive effect of stock-based awards	1,611		—		2,304		—
Common stock and common stock equivalents (D)	43,215		24,923		38,704		24,832

Net income (loss) per share:
Basic (A/C)	$	0.43	$	(0.18)	$	0.31	$	(0.28)
Diluted (B/D)	$	0.28	$	(0.18)	$	0.27	$	(0.28)

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 three and nine months ended September 30, 2022):


	Three Months Ended September 30, 2022		Three Months Ended September 30, 2021
	Common		Class 1		Class 2		Class 3
Net income (loss)	$	15,454	$	(1,676)	$	(2,458)	$	(320)
Weighted average shares outstanding	35,580		9,379		13,755		1,789
Common stock and common stock equivalents	43,215		9,379		13,755		1,789

Basic net income (loss) per share	$	0.43	$	(0.18)	$	(0.18)	$	(0.18)
Diluted net income (loss) per share	$	0.28	$	(0.18)	$	(0.18)	$	(0.18)


	Nine Months Ended September 30, 2022		Nine Months Ended September 30, 2021
	Common		Class 1		Class 2		Class 3
Net loss	$	10,837	$	(2,598)	$	(3,811)	$	(471)
Weighted average shares outstanding	35,260		9,379		13,755		1,698
Common stock and common stock equivalents	38,704		9,379		13,755		1,698

Basic net income (loss) per share	$	0.31	$	(0.28)	$	(0.28)	$	(0.28)
Diluted net income (loss) per share	$	0.27	$	(0.28)	$	(0.28)	$	(0.28)

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,
	2022		2021		2022		2021
Shares subject to warrants	10,451		—		10,451		—
Shares subject to convertible promissory notes	—		12,240		2,428		12,240
Preferred stock	—		6,141		—		6,141
Escrow Shares	1,625		—		1,625		—
Shares subject to outstanding common stock options and RSUs	1,056		3,785		1,056		3,785
Shares subject to stockholder earn-out rights	5,429		—		5,429		—
	$	18,561	$	22,166	$	20,989	$	22,166

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.