Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Note 17. Net Loss Per Share

Basic and diluted net loss per share attributable to common stockholders and 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 we have 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 summarizes the computation of basic and diluted net loss attributable per share to common stockholders for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Numerator:
Net loss used to compute net loss per share - basic and diluted	$	(64,323)	$	(86,963)	$	(77,685)	$	(125,703)

Denominator:
Weighted average shares outstanding used to compute net loss used to compute net loss per share - basic and diluted	99,193		95,732		98,353		95,472

Net loss per share - basic and diluted	$	(0.65)	$	(0.91)	$	(0.79)	$	(1.32)

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Stock options	3,270	3,717	3,270	3,717
Restricted stock units and awards	9,308	9,189	9,308	9,189
Performance restricted stock units	6,301	4,056	6,301	4,056
Public and private warrants	1,796	1,796	1,796	1,796
Earnout shares (1)	—	2,050	—	2,050
Convertible debt (2)	22,011	22,331	22,011	22,331
Contingently issuable shares in connection with acquisitions (3)	—	13,970	—	13,970

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(1)Earnout shares expired December 23, 2023, without vesting and were subsequently cancelled.

(2)In connection with the September 16, 2021, issuance of the 2026 Notes, we used a portion of the proceeds to pay for the capped call transactions, which are expected to generally reduce the potential dilution to our common stock. The capped call transactions impact the number of shares that may be issued by effectively increasing our conversion price from $25 per share to approximately $37.74, which would result in approximately 6 million potentially dilutive shares instead of the shares reported in this table as of June 30, 2024.

(3)In connection with the acquisition of Floify, we issued shares as partial closing consideration and guaranteed that the value of those shares would equal or exceed 200% of such price on or prior to December 31, 2024. If the value of those shares did not equal or exceed 200% of their value, we would have been obligated to settle any differences in cash, Porch common stock, or combination thereof. On March 27, 2024, we entered into a settlement agreement to settle a post-closing dispute. As part of this agreement, the sellers of Floify agreed to terminate this obligation in full.