Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2021

Pursuant to the Restated and Amended Certificate of Incorporation and as a result of the reverse recapitalization, the Company has retrospectively adjusted the weighted average shares outstanding prior to June 10, 2020 to give effect to the exchange ratio used to determine the number of shares of common stock into which they were converted.

Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed based on the weighted average number of common shares outstanding plus the effect of potentially dilutive common shares outstanding during the period using the applicable methods. The potentially dilutive common shares during the year ended December 31, 2021 include unvested stock options and time-based restricted stock units. The potentially dilutive common shares during the year ended December 31, 2021 do not include performance-based restricted stock units containing unmet performance conditions. The potentially dilutive common shares are included in the calculation of diluted net income (loss) per share only when their effect is dilutive.

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


	Year Ended December 31,
	2021		2020		2019
	(in thousands, except shares and per share data)
Basic net income (loss) per share:
Numerator
Net income (loss)	$	146,082	$	(97,564)	$	62,544
Preferred distribution to redeemable convertible Series C preferred units	—		(40,689)		(11,058)
Non-cash adjustments to redemption amount of the redeemable convertible Series C preferred units	—		47,537		(163,425)
Net income (loss) attributable to common stockholders	$	146,082	$	(90,716)	$	(111,939)
Denominator
Weighted-average common shares	126,354,597		82,908,772		37,631,052
Basic net income (loss) per share attributable to common stockholders	$	1.16	$	(1.09)	$	(2.97)

Diluted net income (loss) per share:
Numerator
Net income (loss) attributable to common stockholders	$	146,082	$	(90,716)	$	(111,939)
Denominator
Basic weighted average common shares	126,354,597		82,908,772		37,631,052
Dilutive effect of outstanding Time-Based Restricted Stock Units	35,838		—		—
Diluted weighted average common shares	126,390,435		82,908,772		37,631,052
Diluted net income (loss) per share attributable to common stockholders	$	1.16	$	(1.09)	$	(2.97)

The following potentially dilutive outstanding securities for the years ended December 31, 2021, 2020 and 2019 were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods:


	Year Ended December 31,
	2021	2020	2019
Unvested and not exercised Stock Options	194,348	—	—
Unvested Time-Based Restricted Stock Units	150,000	—	—
Unvested Performance-Based Restricted Stock Units	99,289	—	—
Redeemable public warrants	—	836,474	—
Contingency consideration	—	3,018,699	—
Retroactively restated redeemable convertible Series C preferred units	—	6,281,025	14,278,603
Total	443,637	10,136,198	14,278,603

The Company’s pre-merger LLC membership structure included several different types of LLC interests including ownership interests and profits interests. The Company analyzed the calculation of earnings per unit by using the two-class method for the year ended December 31, 2019 and determined that it resulted in values that would not be comparable to the same periods in 2021 and 2020 and therefore not meaningful to the users of these consolidated financial statements. As a result, Open Lending, LLC’s net income (loss) per share information has not been presented for any period.