Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

14. Earnings (Loss) Per Share

The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to twenty-five votes per share. The Company allocates undistributed earnings attributable to common stock between the common stock classes on a one‑to‑one basis when computing net loss per share. As a result, basic and diluted net income (loss) per share of Class A common stock and Class B common stock are equivalent.

Earnings (loss) per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the period on a basic and diluted basis. The Company’s net loss used in computing basic and diluted earnings per share is adjusted for the deemed dividends resulting from the accretion of Old FiscalNote's preferred shares to redemption value and beneficial conversion features, as applicable. The Old FiscalNote preferred shares were outstanding during the three months ended March 31, 2022. At the closing of the Business Combination, all of Old FiscalNote’s preferred shares were exchanged for Class A common stock of New FiscalNote. Diluted earnings (loss) per share considers the impact of potentially dilutive securities.

The components of basic and diluted earnings (loss) per shares are as follows:

(in thousands, except per share data)	Three Months Ended March 31,
Numerator:	2023			2022
Net loss	$	(19,273	)	$	(28,351	)
Deemed dividend - change in redemption value of preferred stock of Old FiscalNote		-			8,395
Net loss used to compute basic and diluted loss per share	$	(19,273	)	$	(19,956	)
Denominator:
Weighted average common stock outstanding, basic and diluted		133,082,639			18,757,067
Net loss per share, basic and diluted	$	(0.14	)	$	(1.06	)
Anti-dilutive securities excluded from diluted loss per share:
Anti-dilutive Earnout Awards		19,195,100			-
Anti-dilutive stock options		2,033,574			8,407,614
Anti-dilutive Convertible Notes		2,075,225			24,301,372
Anti-dilutive contingently issuable shares		1,339,924			1,634,529
Anti-dilutive restricted stock units		7,022,744			727,526
Anti-dilutive other liability - classified warrants		-			252,242
Anti-dilutive Aicel Convertible Notes		112,899			-
Anti-dilutive convertible preferred stock		-			50,032,288
Anti-dilutive convertible senior debt		-			16,683,775
Total anti-dilutive securities excluded from diluted loss per share		31,779,466			102,039,346

The weighted-average common shares and thus the net loss per share calculations and potentially dilutive security amounts for all periods prior to the Business Combination have been retrospectively adjusted to the equivalent number of shares outstanding immediately

after the Business Combination to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the Exchange Ratio (see Note 2, "Business Combination with DSAC").