Envestnet, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Net Income (Loss) Per Share

Net Income (Loss) Per Share

12 Months Ended

Dec. 31, 2022

Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of shares of common stock outstanding for the period. For the calculation of diluted net income (loss) per share, the basic weighted average number of shares is increased by the dilutive effect of stock options, common warrants, restricted stock awards, restricted stock units and Convertible Notes, if dilutive.

Prior to January 1, 2021, the Company accounted for the effect of its convertible notes using the treasury stock method since they may be settled in cash, shares or a combination thereof at the Company's option. As a result, the Convertible Notes due 2023 and Convertible Notes due 2025 had no effect on diluted net income per share until the Company’s stock price exceeded the conversion price of $68.31 per share and $106.74 per share, respectively, and certain other criteria were met, or if the trading price of the convertible notes met certain criteria. Pursuant to the adoption of ASU 2020-06 on January 1, 2021, the Company now accounts for the effect of its convertible notes on diluted net income per share using the if-converted method (See “Note 2—Summary of Significant Accounting Policies” and “Note 10—Debt”).

The following table provides the numerators and denominators used in computing basic and diluted net income (loss) per share attributable to Envestnet, Inc.:


	Year Ended December 31,
	2022		2021		2020
	(in thousands, except share and per share amounts)
Net income (loss) attributable to Envestnet, Inc. (a)	$	(80,939)	$	13,296	$	(3,110)
Interest and gain on settlement of Convertible Notes due 2025, net of interest and tax	(9,524)		—		—
Net income (loss) attributable to Envestnet, Inc. - Diluted (b)	$	(90,463)	$	13,296	$	(3,110)

Weighted-average common shares outstanding:
Basic (c)	55,199,482		54,470,975		53,589,232
Effect of dilutive shares:
Options to purchase common stock	—		206,022		—
Unvested restricted stock units	—		633,384		—
Convertible Notes	1,642,643		—		—
Warrants	—		73,715		—
Diluted (d)	56,842,125		55,384,096		53,589,232

Net income (loss) per share attributable to Envestnet, Inc common stock:
Basic (a/c)	$	(1.47)	$	0.24	$	(0.06)
Diluted (b/d)	$	(1.59)	$	0.24	$	(0.06)

Securities that were anti-dilutive and therefore excluded from the computation of diluted net income (loss) per share were as follows:


	December 31,
	2022	2021	2020
Options to purchase common stock	277,535	—	438,040
Unvested RSU's and PSU's	1,941,025	—	1,648,144
Convertible Notes (1)	11,470,646	9,898,549	9,898,549
Warrants	—	—	470,000
Total anti-dilutive securities	13,689,206	9,898,549	12,454,733

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(1) From 2021 to 2022, this amount increased by 7,837,480 potential common shares associated with Convertible Notes due 2027 issued in 2022 offset by 4,391,743 potential common shares associated with Convertible Notes due 2023 and 1,873,640 potential common shares associated with Convertible Notes due 2025 repurchased in 2022 (See “Note 10—Debt”).