Net Loss Per Share

12 Months Ended

Dec. 31, 2022

Net loss per share is computed using the two-class method. Basic net loss per share is computed using the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share reflects the effect of the assumed exercise of any stock options, the vesting of any restricted stock units, the exercise of any warrants, including the Public and Private Warrants, the conversion of any convertible debt, including the Notes, and the conversion of any convertible preferred stock, in each case only in the periods in which such effect would have been dilutive.

Undistributed earnings were allocated to convertible preferred stock and shares of Class A common stock, Class B common stock, and Class C common stock based on the contractual participation rights of each as if earnings for the year had been distributed. Holders of convertible preferred stock were entitled to noncumulative annual dividends at a rate of

8% of the applicable original issue price when, as and if declared by the Company’s board of directors and prior to and in preference of payment of dividends on the Company’s common stock. Thereafter, dividends would have been distributed among holders of Class A common stock, Class B common stock and convertible preferred stock on a proportionate basis, based on the number of shares of common stock that would be held by each holder if all shares of convertible preferred stock were converted to Class B common stock at the then effective conversion rate.

For the years ended December 31, 2022, 2021, and 2020, net loss per share amounts were the same for Class A, Class B, and Class C common stock because the holders of each class are entitled to equal per share dividends.

The table below presents the computation of basic and diluted net income (loss) per share:


	Year Ended December 31,
	2022		2021		2020
Numerator:
Net (loss) income	$	(201,326)	$	25,876	$	11,156
Net income attributable to the redeemable noncontrolling interest	164		936		820
Net (loss) income attributable to noncontrolling interests	(533)		228
Allocation of undistributed earnings to convertible preferred stock	—		24,712		10,336
Net loss attributable to holders of Class A, Class B, and Class C common stock for basic net loss per share	$	(200,957)	$	—	$	—
Add: interest on Notes	—		1,317		—
Deduct: change in fair value of derivative liability	—		(26,745)		—
Reallocation of undistributed earnings to convertible preferred stock	—		24,712		—
Net loss attributable to holders of Class A, Class B, and Class C common stock for diluted net loss per share	$	(200,957)	$	(716)	$	—
Denominator:
Weighted average common shares outstanding, basic	138,148		27,048		11,942
Impact of assumed conversion of Notes	—		953		—
Weighted average common shares outstanding, diluted	138,148		28,001		11,942

Net loss per common share, basic	$	(1.45)	$	0.00	$	—
Net loss per common share, diluted	$	(1.45)	$	(0.03)	$	—

The table below presents the details of securities that were excluded from the calculation of diluted net loss per share as the effect would have been anti-dilutive:


	2022	2021	2020
Stock options	3,976	4,560	9,831
Restricted stock units	7,495	2,779	—
Warrants	9,876	9,876	—
Convertible preferred stock	—	0	94,360

Additionally, the calculation of diluted net loss per share excluded 2.4 million and 2.5 million restricted stock units at December 31, 2021 and 2020, respectively, for which the related liquidity condition had not been met.