Net Loss Per Share |
Net Loss Per Share
Basic loss per share (“EPS”) is computed using the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. Potentially dilutive contingent shares, which consist of stock options, restricted stock units (including performance stock units), liability warrants, warrants issued to third parties and accounted for as equity instruments convertible senior notes and contingently issuable shares, have been excluded from the diluted loss per share calculation when the effect of including such shares is anti-dilutive. As illustrated in the table below, the change in the fair value of the Company’s warrants and contingently issuable shares, which are assumed to be converted into the Company’s common stock upon exercise, are adjusted to net income for purposes of computing dilutive loss per share for the year ended December 31, 2015. Common stock to be issued upon the exercise of warrant instruments classified as a liability is included in the calculation of diluted loss per share when dilutive.
The following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2016 |
|
2015 |
|
2014 |
Net income (loss) (Numerator): |
|
|
|
|
|
Net loss |
$ |
(112,932 |
) |
|
$ |
(2,126 |
) |
|
$ |
(57,194 |
) |
Net income attributable to non-controlling interest |
— |
|
|
— |
|
|
194 |
|
Net loss attributable to Global Eagle Entertainment, Inc. common stockholders for basic and diluted EPS |
$ |
(112,932 |
) |
|
$ |
(2,126 |
) |
|
$ |
(57,388 |
) |
|
|
|
|
|
|
Less: adjustment for change in fair value on warrants liability for diluted EPS after assumed exercise of warrants liability |
— |
|
|
11,938 |
|
|
— |
|
Net loss for dilutive EPS |
$ |
(112,932 |
) |
|
$ |
(14,064 |
) |
|
$ |
(57,388 |
) |
|
|
|
|
|
|
Shares (Denominator): |
|
|
|
|
|
Weighted average common shares outstanding - basic |
81,269 |
|
|
77,558 |
|
|
73,300 |
|
Dilutive effect of stock options and warrants |
— |
|
|
836 |
|
|
— |
|
Weighted average common shares outstanding - diluted |
81,269 |
|
|
78,394 |
|
|
73,300 |
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
Basic |
$ |
(1.39 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.78 |
) |
Diluted |
$ |
(1.39 |
) |
|
$ |
(0.18 |
) |
|
$ |
(0.78 |
) |
The following weighted average common equivalent shares are excluded from the calculation of the Company’s net loss per share as their inclusion would have been anti-dilutive (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
2016 |
|
2015 |
|
2014 |
Employee stock options |
6,203 |
|
|
3,200 |
|
|
2,025 |
|
Restricted stock units (including performance stock units) |
306 |
|
|
44 |
|
|
3 |
|
Non-employees stock options |
— |
|
|
1 |
|
|
5 |
|
Equity warrants (1)
|
1,165 |
|
|
430 |
|
|
1,101 |
|
Public SPAC Warrants (2)
|
6,173 |
|
|
— |
|
|
1,356 |
|
Convertible notes |
4,447 |
|
|
3,850 |
|
|
— |
|
EMC deferred consideration (3)
|
1,428 |
|
|
— |
|
|
— |
|
Contingently issuable shares (4)
|
354 |
|
|
— |
|
|
— |
|
|
|
(1) |
Legacy Row 44 Warrants originally issuable for Row 44 common stock and Row 44 Series C preferred stock, and later issuable for the Company’s Common Stock. The exercise period for these Legacy Row 44 Warrants has now expired. |
|
|
(2) |
Warrants issued in the Company’s initial public offering to non-sponsor stockholders. |
|
|
(3) |
The Company elected to pay $25.0 million in newly issued shares of Company’s common stock at the Company's option on July 27, 2017 (one year after the EMC Acquisition Date).
|
|
|
(4) |
In connection with the Sound-Recording Settlement, the Company is obligated to issue to UMG 0.5 million shares of common stock when and if the closing price of the Company's common stock exceeds $10.00 per share and 0.4 million shares of common stock when and if the closing price of the Company’s common stock exceeds $12.00 per share.
|
|