Basic and Diluted Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

19. Basic and Diluted Net Loss Per Share

Basic and diluted net 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 loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options, RSUs, RSAs, convertible notes, earnout shares and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.

The following table sets forth the computation of the Company’s basic and diluted net loss attributable per share to common stockholders for the years ended December 31, 2021, 2020 and 2019:

	2021		2020		2019
Numerator:
Net loss used to compute net loss per share	$	(106,606)	$	(54,032)	$	(103,319)
Induced conversion of preferred stock		—		(17,284)		—
Basic	$	(106,606)	$	(71,316)	$	(103,319)
Add: gain on warrant value		—		(2,427)		—
Diluted	$	(106,606)	$	(73,743)	$	(103,319)
Denominator:
Weighted average shares outstanding used to compute loss per share:
Basic		93,884,566		36,344,234		31,170,351
Dilutive effect of warrants		—		29,981		—
Diluted		93,884,566		36,374,215		31,170,351
Loss per share - basic		(1.14)		(1.96)	$	(3.31)
Loss per share - diluted	$	(1.14)	$	(2.03)	$	(3.31)

The following table discloses securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share because to do so would have been antidilutive for all periods presented:

	2021	2020	2019
Stock options	4,822,992	6,414,611	7,428,682
Restricted stock units and awards	2,712,762	2,581,902	495,633
Public and private warrants	1,795,700	8,625,000	—
Earnout shares	2,050,000	6,150,000	—
Legacy Porch warrants	—	—	3,060,530
Convertible debt(1)	16,998,130	—	1,734,264

⁽¹⁾ In connection with the September 16, 2021 issuance of the 2026 Notes, the Company used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to the Company’s common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing the conversion price for the Company from $25 per share to approximately $37.74 per share, which would result in 11,261,261 potentially dilutive shares instead of the shares reported in this table as of December 31, 2021.

See Note 8 for additional information regarding the terms of warrants. See Note 9 for additional information regarding stock options and restricted stock units and awards.