Net Loss per Share

9 Months Ended

Sep. 30, 2020

Net Loss per Share

Net Loss per Share

2. Net Loss per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding, less ordinary shares subject to forfeiture. Diluted net loss per share is computed by dividing net loss by the weighted-average number of shares outstanding, less ordinary shares subject to forfeiture, plus all additional ordinary shares that would have been outstanding, assuming dilutive potential ordinary shares had been issued for other dilutive securities.

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(In thousands)	2020		2019		2020		2019
Numerator:
Net loss	$	(73,643)	$	(58,431)	$	(219,583)	$	(170,849)
Denominator:
Weighted-average common shares outstanding		63,717		56,690		62,361		56,308
Less: weighted-average common shares subject to forfeiture		(414)		(832)		(480)		(863)
Weighted-average common shares used to compute basic and diluted net loss per share		63,303		55,858		61,881		55,445
Basic and diluted net loss per share	$	(1.16)	$	(1.05)	$	(3.55)	$	(3.08)

For the three and nine months ended September 30, 2020 and 2019, diluted and basic net loss per share was identical since potential ordinary shares were excluded from the calculation, as their effect was anti-dilutive.

Anti-dilutive Securities

The following ordinary equivalent shares were not included in the computation of diluted net loss per share because their effect was anti-dilutive:

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
(In thousands)	2020	2019	2020	2019
Share issuances under equity incentive plans and ESPP	8,063	7,340	6,566	6,491
Share issuances upon the conversion of convertible senior notes	6,676	6,676	6,676	6,676
Total	14,739	14,016	13,242	13,167

As of September 30, 2019, there were 414,000 shares subject to performance-based vesting criteria which have been excluded from the ordinary equivalent shares table above, and there were no such shares excluded as of September 30, 2020.

GlaxoSmithKline plc Senior Notes Offering

On June 22, 2020, GSK Finance (No.3) plc (“GSK Finance”), a wholly-owned subsidiary of GlaxoSmithKline plc (“GSK”), issued $280,336,000 of exchangeable senior notes due 2023 (“the GSK Notes”), initially exchangeable into 9,644,792 ordinary shares of Theravance Biopharma currently held by GSK and its affiliates. The GSK Notes are guaranteed by GSK and will be exchangeable at the option of noteholders on any business day on or after September 1, 2020. The GSK Notes will mature on June 22, 2023 and do not bear interest. The GSK Notes were offered at an issue price 108.5% of their principal amount. The initial exchange rate is 34.4044 shares of Theravance Biopharma ordinary shares per $1,000 principal amount of GSK Notes, which is equivalent to an initial exchange price of approximately $29.066 per share, representing a premium of 35% over the volume weighted average price of Theravance Biopharma’s ordinary shares on June 17, 2020.

Upon exchange of the GSK Notes, GSK Finance is expected to deliver its ordinary shares of Theravance Biopharma, but may at its option under certain circumstances, deliver cash or a combination of Theravance Biopharma ordinary shares and cash to noteholders. The GSK Offering involves the expected exchange of substantially all of the existing 9,644,807 ordinary shares of Theravance Biopharma held by GSK and its affiliates. Theravance Biopharma will not be

issuing any new ordinary shares in connection with the GSK Offering, and Theravance Biopharma did not receive any proceeds from the GSK Offering.