Basic and Diluted Net Loss Per Share

3 Months Ended

Mar. 31, 2023

Basic and Diluted Net Loss Per Share

Basic and Diluted Net Loss Per Share

15. 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 three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023		2022
Numerator:
Net loss used to compute net loss per share - basic and diluted:	$	(38,740)	$	(9,285)
Denominator:
Weighted average shares outstanding used to compute loss per share - basic and diluted:		95,209,819		96,074,527
Loss per share - basic and diluted	$	(0.41)	$	(0.10)

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:

	Three Months Ended March 31,
	2023	2022
Stock options	3,735,134	4,569,743
Restricted stock units and awards	4,993,987	4,188,802
Performance restricted stock units	1,222,522	37,184
Public and private warrants	1,795,700	1,795,700
Earnout shares	2,050,000	2,050,000
Convertible debt(1)	16,998,130	16,998,130
Contingently issuable shares in connection with acquisitions(2)	13,957,569	2,792,457

⁽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 March 31, 2023.

⁽²⁾ In connection with the acquisitions of Floify and HOA, the Company provided an obligation to issue a 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.