Net Loss Per Share

9 Months Ended

Sep. 30, 2022

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during each period. Diluted net loss per share is calculated by dividing net loss - diluted by the diluted number of shares outstanding during each period. Except where the result would be anti-dilutive to net loss, diluted net loss per share would be calculated assuming the impact of the conversion of the 2023 Notes, the conversion of the Company’s preferred shares, the exercise of outstanding equity compensation awards, and ordinary shares expected to be issued under the Company’s Employee Share Purchase Plan (“ESPP”).

The Company has a choice to settle the conversion obligations under the 2023 Notes in cash, shares or any combination of the two. The Company utilizes the if-converted method to reflect the impact of the conversion of the 2023 Notes, unless the result is anti-dilutive. This method assumes the conversion of the 2023 Notes into shares of the Company’s ordinary shares and reflects the elimination of the interest expense related to the 2023 Notes.

The dilutive effect of the stock options, restricted stock units, preferred shares and ordinary shares expected to be issued under the Company’s ESPP has been calculated using the treasury stock method. The dilutive effect of the performance share unit awards (“PSUs”) will be calculated using the treasury stock method, if and when the contingent vesting condition is achieved.

A reconciliation of basic and diluted net loss per share, together with the related shares outstanding, in thousands, is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Net Loss Per Share:	2022		2021		2022		2021

Net loss	$	(20,146)	$	(22,002)	$	(110,014)	$	(55,028)



Weighted average shares:
Basic shares	60,201		58,585		59,359		58,506
Effect of dilutive securities—employee and director equity awards outstanding, preferred shares and 2023 Notes	—		—		—		—

Diluted shares	60,201		58,585		59,359		58,506

Net loss per share - basic	$	(0.33)	$	(0.38)	$	(1.85)	$	(0.94)
Net loss per share - diluted	$	(0.33)	$	(0.38)	$	(1.85)	$	(0.94)

Potential ordinary shares of 18,722 and 15,684 were excluded from the calculation of weighted average shares for the three months ended September 30, 2022 and 2021, respectively, and potential ordinary shares of 18,925 and 15,497 were excluded from the calculation of weighted average shares for the nine months ended September 30, 2022 and 2021 because either their effect was considered to be anti-dilutive or they were related to shares from PSUs for which the contingent vesting condition had not been achieved. For the three and nine months ended September 30, 2022 and 2021, the effects of dilutive securities were entirely excluded from the calculation of net loss per share as a net loss was reported in these periods.