Net Loss Per Share Attributable to Common Stockholders

12 Months Ended

Mar. 31, 2023

Net Loss Per Share Attributable to Common Stockholders

15. Net Loss Per Share Attributable to Common Stockholders

Prior to the Merger, the net loss attributable to common stockholders was allocated based on the contractual participation rights of the 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock. As the liquidation and dividend rights of 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock was identical, the net loss attributable to common stockholders was allocated on a proportionate basis, and the resulting net loss per share was identical for 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock under the two-class method. Earnings per share calculations for all periods prior to the Merger have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse capitalization. Shares issued on early exercise, or issued but subject to vesting, are not included within weighted average shares outstanding for the period.

Subsequent to the Merger, the Company continues to have two classes of common stock: Class A and Class B common stock. Similar to the previous structure, the rights are identical, including liquidation and dividend rights, except the Company’s Class B common stock has additional voting rights and is convertible at any time at the option of the holder into Class A common stock, and is automatically converted into Class A common stock upon transfer (except for certain permitted transfers). The net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A and Class B common stock under the two-class method.

No dividends were declared or paid for the fiscal years ended March 31, 2023, 2022 and 2021.

The Company’s redeemable convertible preferred stock, stock options, early exercised stock options, RSUs, and restricted stock awards subject to vesting are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.

Net loss attributable to common stockholders was equivalent to net loss for all periods presented.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented:


	Year Ended March 31,
	2023						2022						2021
	Class A			Class B			Class A			Class B			Class A			Class B
	(in thousands, except share and per share data)
Numerator:
Net loss attributable to common stockholders	$	(185,112	)	$	(126,544	)	$	(68,620	)	$	(148,870	)	$	(37,070	)	$	(146,549	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		268,177,185			183,327,192			114,064,921			247,463,198			20,121,419			79,539,367
Net loss per share attributable to common stockholders:
Net loss per share attributable to common stockholders, basic and diluted	$	(0.69	)	$	(0.69	)	$	(0.60	)	$	(0.60	)	$	(1.84	)	$	(1.84	)

The potential shares of Class A common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive were as follows (there were none for Class B common stock for the fiscal years ended March 31, 2023 and 2022):


	As of March 31,
	2023		2022		2021
	Class A		Class A		Class A		Class B
Conversion of redeemable convertible preferred stock		—		—		—		209,181,855
Outstanding stock options		68,050,752		73,609,565		18,116,302		49,261,103
Restricted stock units		26,562,566		10,676,378		—		—
Shares subject to vesting		2,576,082		3,512,839		—		—
2022 AIP RSUs		8,460,836		—		—		—
ESPP		2,937,194		2,239,756		—		—
Total		108,587,430		90,038,538		18,116,302		258,442,958