Basic and Diluted Net Loss Per Common Share

6 Months Ended

Jun. 30, 2021

Basic and Diluted Net Loss Per Common Share

Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. Prior to the automatic conversion of all of its convertible preferred stock outstanding into Class A common stock upon the completion of the Direct Listing, the Company considered all series of its convertible preferred stock to be participating securities as the holders of such stock had the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the convertible preferred stock as the preferred stockholders do not have a contractual obligation to share in the Company’s losses.

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The weighted-average number of shares of common stock used to calculate basic net loss per share of common stock excludes those shares subject to repurchase related to stock options or unregistered restricted stock awards that were exercised or issued prior to vesting as these shares are not deemed to be issued for accounting purposes until they vest. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, convertible preferred stock, stock options, unregistered restricted stock awards, convertible preferred stock warrants, common stock warrants, and purchase rights under the 2020 ESPP are considered to be 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 for all periods presented.

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Basic and diluted net loss per share
Numerator
Net loss	$	(142,930)	$	(72,263)	$	(279,033)	$	(147,140)
Less: net loss attributable to noncontrolling interest	(2,796)		(742)		(4,682)		(1,240)
Net loss attributable to common stockholders	$	(140,134)	$	(71,521)	$	(274,351)	$	(145,900)
Denominator
Weighted-average common shares used in per share computation, basic and diluted	571,300		180,336		432,159		174,939
Net loss per share, basic and diluted	$	(0.25)	$	(0.40)	$	(0.63)	$	(0.83)

The potential shares of common stock that were excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2021 and June 30, 2020 because including them would have been anti-dilutive are as follows (in thousands):


	As of Three and Six Months ended June 30,
	2021	2020
Stock options outstanding	73,244	91,866
RSUs outstanding	10,092	—
Stock warrants outstanding	324	260
Convertible Preferred Stock outstanding	—	349,522
Unregistered restricted stock awards outstanding	356	—
2020 ESPP	731	—
Total	84,747	441,648

The CEO Long-Term Performance Award is excluded from the above table because the Company Stock Price Target had not been met as of June 30, 2021