| Net Loss Per Share |
Net Loss Per Share
Basic (loss) income 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, 2017. 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, |
|
2017 |
|
2016 |
|
2015 |
Net income (loss) (Numerator): |
|
|
|
|
|
Net loss |
$ |
(357,114 |
) |
|
$ |
(112,932 |
) |
|
$ |
(2,126 |
) |
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 |
$ |
(357,114 |
) |
|
$ |
(112,932 |
) |
|
$ |
(14,064 |
) |
|
|
|
|
|
|
Shares (Denominator): |
|
|
|
|
|
Weighted average common shares outstanding - basic |
87,733 |
|
|
81,269 |
|
|
77,558 |
|
Dilutive effect of stock options and warrants |
— |
|
|
— |
|
|
836 |
|
Weighted average common shares outstanding - diluted |
87,733 |
|
|
81,269 |
|
|
78,394 |
|
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
Basic |
$ |
(4.07 |
) |
|
$ |
(1.39 |
) |
|
$ |
(0.03 |
) |
Diluted |
$ |
(4.07 |
) |
|
$ |
(1.39 |
) |
|
$ |
(0.18 |
) |
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, |
|
2017 |
|
2016 |
|
2015 |
Employee stock options |
6,061 |
|
|
6,203 |
|
|
3,200 |
|
Restricted stock units (including performance stock units) |
1,364 |
|
|
306 |
|
|
44 |
|
Non-employees stock options |
— |
|
|
— |
|
|
1 |
|
Equity warrants (1)
|
353 |
|
|
1,165 |
|
|
430 |
|
Public SPAC Warrants (2)
|
6,173 |
|
|
6,173 |
|
|
— |
|
Convertible notes |
4,447 |
|
|
4,447 |
|
|
3,850 |
|
EMC deferred consideration (3)
|
2,795 |
|
|
1,428 |
|
|
— |
|
Contingently issuable shares (4)
|
900 |
|
|
354 |
|
|
— |
|
|
|
(1) |
These are Legacy Row 44 warrants originally issuable for Row 44 common stock and Row 44 Series C preferred stock, later became issuable for our Common Stock. During the six months ended June 30, 2017, these Legacy Row 44 warrants expired. See Note 12. Common Stock, Share-Based Awards and Warrants.
|
|
|
(3) |
In connection with the EMC Acquisition on July 27, 2016 (the “EMC Acquisition Date”), we were obligated to pay $25.0 million in cash or stock, at our option, on July 27, 2017, which we elected to pay in 5,080,049 newly issued shares of our common stock on that date. See Note 10. Commitments and Contingencies. This EMC deferred consideration represents those shares.
|
|
|
(4) |
In connection with a Sound Recording Settlement, we are obligated to issue 500,000 shares of our common stock when and if the closing price of our common stock exceeds $10.00 per share, and 400,000 shares of our common stock when and if the closing price of our common stock exceeds $12.00 per share. See Note 10. Commitments and Contingencies.
|
|