| 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. Common stock to be issued upon the exercise of warrant instruments classified as a liability is not included in the calculation of diluted loss per share because the effect of including such shares is anti-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):
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Year Ended December 31, |
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2018 |
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2017 |
|
2016 |
Net income (loss) (Numerator): |
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Net loss |
$ |
(236,599 |
) |
|
$ |
(357,114 |
) |
|
$ |
(112,932 |
) |
Net loss attributable to Global Eagle Entertainment, Inc. common stockholders for basic and diluted EPS |
$ |
(236,599 |
) |
|
$ |
(357,114 |
) |
|
$ |
(112,932 |
) |
Net loss for dilutive EPS |
$ |
(236,599 |
) |
|
$ |
(357,114 |
) |
|
$ |
(112,932 |
) |
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Shares (Denominator): |
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Weighted average common shares outstanding - basic |
91,325 |
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|
87,733 |
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|
81,269 |
|
Weighted average common shares outstanding - diluted |
91,325 |
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|
87,733 |
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|
81,269 |
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Net loss per share: |
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Basic |
$ |
(2.59 |
) |
|
$ |
(4.07 |
) |
|
$ |
(1.39 |
) |
Diluted |
$ |
(2.59 |
) |
|
$ |
(4.07 |
) |
|
$ |
(1.39 |
) |
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):
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Year Ended December 31, |
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2018 |
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2017 |
|
2016 |
Employee stock options |
5,847 |
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|
6,061 |
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|
6,203 |
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Restricted stock units (including performance stock units) |
3,401 |
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|
1,364 |
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|
306 |
|
Equity warrants(1)
|
— |
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|
353 |
|
|
1,165 |
|
Public SPAC Warrants(2)
|
529 |
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|
6,173 |
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|
6,173 |
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Convertible notes |
4,447 |
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|
4,447 |
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|
4,447 |
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EMC deferred consideration(3)
|
— |
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|
2,795 |
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|
1,428 |
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Contingently issuable shares(4)
|
900 |
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|
900 |
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|
354 |
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Searchlight Market Warrants(5)
|
9,937 |
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— |
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— |
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Searchlight Penny Warrants(5)
|
13,809 |
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— |
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— |
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(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 the Company’s Common Stock. During the twelve months ended December 31, 2017, these Legacy Row 44 warrants expired. See Note 12. Common Stock, Share-Based Awards and Warrants.
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(3) |
In connection with the EMC Acquisition on July 27, 2016 (the “EMC Acquisition Date”), the Company was obligated to pay $25.0 million in cash or stock, at the Company’s option, on July 27, 2017, which the Company elected to pay in 5,080,049 newly issued shares of its common stock on that date. See Note 10. Commitments and Contingencies. This EMC deferred consideration represents those shares.
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(4) |
In connection with a Sound Recording Settlement, the Company is obligated to issue 500,000 shares of its common stock when and if the closing price of its common stock exceeds $10.00 per share, and 400,000 shares of its common stock when and if the closing price of its common stock exceeds $12.00 per share. See Note 10. Commitments and Contingencies.
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(5) |
On March 27, 2018, the Company issued $150 million in aggregate principal amount of its Second Lien Notes to Searchlight, combined with two sets of warrants to acquire the Company’s common stock . For further details, see Note 9. Financing Arrangements.
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