Net (Loss) Income per Share Attributable to Common Stock

9 Months Ended

Sep. 30, 2021

Net (Loss) Income per Share Attributable to Common Stock

Net (loss) income per share attributable to common stock is computed by dividing the net (loss) income attributable to common stock by the weighted-average number of common shares outstanding. We have outstanding stock options, restricted stock units, options to purchase shares under our ESPP, convertible preferred stock, and convertible senior notes, which are considered in the calculation of diluted net (loss) income per share whenever doing so would be dilutive.

We calculate basic and diluted net (loss) income per share attributable to common stock in conformity with the two-class method required for companies with participating securities. We consider our convertible preferred stock to be participating securities. Under the two-class method, net loss attributable to common stock is not allocated to the preferred stock as its holders do not have a contractual obligation to share in losses, as discussed in Note 12.

The calculation of basic and diluted net (loss) income per share attributable to common stock was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Numerator:
Net (loss) income	$	(18,949)	$	34,166	$	(82,611)	$	(32,562)
Dividends on convertible preferred stock	(1,662)		(1,530)		(5,875)		(2,814)
Undistributed earnings attributable to participating securities	—		(653)		—		—
Net (loss) income attributable to common stock—basic and diluted	$	(20,611)	$	31,983	$	(88,486)	$	(35,376)
Denominator:
Weighted-average shares—basic(1)	105,144,872		99,840,144		104,327,614		97,365,122
Dilutive shares from stock plans	—		7,767,567		$	—	—
Weighted-average shares—diluted(1)	105,144,872		107,607,711		104,327,614		97,365,122
Net (loss) income per share:
Net (loss) income per share attributable to common stock—basic	$	(0.20)	$	0.32	$	(0.85)	$	(0.36)
Net (loss) income per share attributable to common stock—diluted	$	(0.20)	$	0.30	$	(0.85)	$	(0.36)

(1) Basic and diluted weighted-average shares outstanding include (i) common stock earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors.

The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net (loss) income per share for the periods presented because their effect would have been anti-dilutive:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2021	2020	2021	2020
2023 notes as if converted	769,623	4,705,398	769,623	4,705,398
2025 notes as if converted	9,119,960	—	9,119,960	—
2027 notes as if converted	6,147,900	—	6,147,900	—
Convertible preferred stock as if converted	2,040,000	2,040,000	2,040,000	2,040,000
Stock options outstanding(1)	4,374,257	—	4,374,257	5,924,213
Restricted stock units outstanding(1)(2)	3,424,733	—	3,424,733	3,932,539
Employee stock purchase plan	153,208	—	153,208	130,589
Total	26,029,681	6,745,398	26,029,681	16,732,739

(1) Excludes 331,759 incremental PSUs and 150,000 incremental PSOs that could vest, assuming applicable performance criteria and market conditions are achieved at 200% of target, which is the maximum achievement level. See Note 13 for additional information regarding PSUs and PSOs.

(2) Excludes 27,729 restricted stock units that have vested but whose settlement into common stock were deferred at the option of certain non-employee directors as of September 30, 2021.