Basic and Diluted Net Loss Per Share

12 Months Ended

Dec. 31, 2022

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, PRSUs, 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, 2022, 2021 and 2020:

	Year Ended December 31,
	2022		2021		2020
Numerator:
Net loss used to compute net loss per share:	$	(156,559)	$	(106,606)	$	(54,032)
Induced conversion of preferred stock		—		—		(17,284)
Basic		(156,559)		(106,606)	$	(71,316)
Adjustment for change in fair value of warrant liability		—		—		(2,427)
Diluted	$	(156,559)	$	(106,606)	$	(73,743)
Denominator:
Weighted average shares outstanding used to compute loss per share:
Basic		97,351,241		93,884,566		36,344,234
Dilutive effect of warrants		—		—		29,981
Diluted		97,351,241		93,884,566		36,374,215
Loss per share - basic	$	(1.61)	$	(1.14)	$	(1.96)
Loss per share - diluted	$	(1.61)	$	(1.14)	$	(2.03)

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:

	Year Ended December 31,
	2022	2021	2020
Stock options	3,862,918	4,822,992	6,414,611
Restricted stock units and awards	5,309,241	2,712,762	2,581,902
Performance restricted stock units	920,924	—	—
Public and private warrants	1,795,700	1,795,700	8,625,000
Earnout shares	2,050,000	2,050,000	6,150,000
Convertible debt(1)	16,998,130	16,998,130	—
Contingently issuable shares in connection with acquisitions(2)	10,631,558	1,192,989	—

(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, 2022.

(2) In connection with the acquisitions of Floify and HOA described in Note 12, the Company provided an obligation to issue certain amount of common stock to the extent specified market conditions are met in the future. Contingently issuable shares are calculated in accordance with the purchase agreement, assuming they would be issuable if the end of the reporting periods were the end of the contingency period.

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. See Note 7 for additional information regarding convertible debt.