Net Income (Loss) per Common Share

6 Months Ended

Jun. 30, 2021

Basic and diluted net income (loss) per common share was calculated as follows:


	Three Months Ended June 30, 2020				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator:
Net income (loss)	$	12,988	$	(6,992)	$	23,349	$	(12,372)
Less: Net income (loss) attributable to noncontrolling interest	6,839		(134)		6,385		(393)
Net income (loss) attributable to common shareholders - basic	$	6,149	$	(6,858)	$	16,964	$	(11,979)

Less: Change in fair value of SAFEs	2,500		—		21,600		—
Net income (loss) attributable to common shareholders - dilutive	$	3,649	$	(6,858)	$	(4,636)	$	(11,979)

Denominator:
Weighted average shares outstanding - basic	47,058,489		31,139,900		39,712,251		31,055,003

Effect of conversion of SAFEs	5,976,258		—		6,523,975		—
Effect of potentially dilutive Phantom Units	379,721		—		—		—
Effect of potentially dilutive Class V common stock	7,434,587		—		—		—
Effect of potentially dilutive unvested Class B units	2,798,003		—		—		—
Weighted average common shares outstanding—diluted	63,647,057		31,139,900		46,236,226		31,055,003

Net income (loss) per share attributable to common shares— basic	$	0.13	$	(0.22)	$	0.43	$	(0.39)
Net income (loss) per share attributable to common shares— diluted	$	0.06	$	(0.22)	$	(0.10)	$	(0.39)

On June 10, 2021, the Company completed a series of business transactions with TB2 pursuant to the MTA. The Transaction materially impacted the number of shares outstanding. Weighted average shares outstanding in the table above have been retroactively restated to give effect to the reverse recapitalization. See Note 1 - Nature of Business and Basis of Presentation for more information regarding the Transaction.

The Company’s potentially dilutive securities, which include SAFEs, unvested Class B Units, preferred units, warrants for Class A units, warrants for Class G units, and convertible debt, have been excluded from the computation of diluted net income (loss) per unit as the effect would be to reduce the net loss per unit. In the three and six months ended June 30, 2020, the weighted average number of shares outstanding used to calculate both basic and diluted net loss per share attributable to common shares is the same because the Company reported a net loss for each of these periods and the effect of inclusion would be antidilutive. The Company excluded the following potential shares, presented based on amounts outstanding at each period

end, from the computation of diluted net loss per share attributable to shareholders for the periods indicated because including them would have had an antidilutive effect:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
SAFEs	—	1,219,951	—	1,219,951
Unvested Class B units	—	1,123,214	2,027,508	1,123,214
Unvested Phantom units	—	—	1,727,730	—
Convertible preferred units	—	35,935,292	—	35,935,292
Warrants to purchase Class G units	—	267,939	—	267,939
Convertible debt into Class A and preferred units	—	285,000	—	285,000
Convertible Class V common shares	—	—	33,827,371	—
Public warrants for the purchase of Class A common shares	17,250,000	—	17,250,000	—
Private warrants for the purchase of Class A common shares	10,150,000	—	10,150,000	—
Earn-out Shares	10,000,000	—	10,000,000	—
Escrow Shares	3,450,000	—	3,450,000	—
	40,850,000	38,831,396	78,432,609	38,831,396