Net Loss per Share Attributable to Common Stock

6 Months Ended

Jun. 30, 2020

Net Loss per Share Attributable to Common Stock

Net loss per share attributable to common stock is computed by dividing the net loss 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 income per share whenever doing so would be dilutive.

We calculate basic and diluted net loss 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 11.

The following table sets forth the calculation of basic and diluted net loss per share attributable to common stock during the periods presented:


	Three Months Ended June 30,						Six Months Ended June 30,
	2020		2019		2020		2019
Numerator:
Net loss	$	(6,611)	$	(12,625)	$	(66,728)	$	(79,804)
Dividend on convertible preferred stock	(1,284)		—		(1,284)		—
Net loss attributable to common stock—basic and diluted	$	(7,895)	$	(12,625)	$	(68,012)	$	(79,804)
Denominator:



Weighted average shares—basic and diluted⁽¹⁾	98,785,318		91,216,886		96,114,012		90,915,334
Net loss per share:
Net loss attributable to common stock—basic and diluted	$	(0.08)	$	(0.14)	$	(0.71)	$	(0.88)

(1) Basic and diluted weighted average shares outstanding include (i) common shares earned but not yet issued related to share-based dividends on our convertible preferred stock, and (ii) restricted stock units 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 per share for the periods presented because their effect would have been anti-dilutive:


	Three Months Ended June 30,			Six Months Ended June 30,
	2020	2019	2020	2019
Stock options outstanding	6,493,269	8,411,868	6,493,269	8,411,868
Restricted stock units outstanding⁽¹⁾	4,339,964	3,936,774	4,339,964	3,936,774
Employee stock purchase plan	—	—	—	—
Convertible preferred stock, as if converted	2,040,000	—	2,040,000	—
Total	12,873,233	12,348,642	12,873,233	12,348,642

(1) Net of vested restricted stock units whose settlement into common stock were deferred at the option of certain non-employee directors. The deferred shares of common stock are included in basic weighted average shares outstanding. See Note 12 for more information.

We are required to consider the impact of our convertible senior notes on our diluted net income per share based on the treasury stock method as we have the ability, and intent, to settle any conversions of the notes solely in cash. The treasury stock method requires that the dilutive effect of common stock issuable upon conversion of the notes be computed in the periods in which we report net income. For the three and six months ended June 30, 2020 there was no dilutive impact from the notes.