Quarterly report pursuant to Section 13 or 15(d)

Net Loss Per Common Share

v3.8.0.1
Net Loss Per Common Share
 9 Months Ended
Sep. 30, 2017
Earnings Per Share [Abstract]  
Net Loss Per Common Share Net Loss Per Common Share
 
Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
 
Diluted net loss per common share is computed by giving effect to all potential shares of common stock, including stock options, restricted stock units, market stock units, performance-based RSUs, potential ESPP shares and instruments convertible into common stock, to the extent dilutive. Basic and diluted net loss per common share were the same for the three and nine months ended September 30, 2016 and 2017, as the inclusion of all potential common shares outstanding would have been anti-dilutive.
 
The following table sets forth the computation of historical basic and diluted net loss per common share:
 
 
Three months ended September 30,
 
Nine months ended September 30,
 
2016
 
2017
 
2016
 
2017
 
(in thousands except per share amounts)
 
(in thousands except per share amounts)
Numerator
 
 
 
 
 
 
 
Net loss
$
(61,534
)
 
$
(66,243
)
 
$
(252,969
)
 
$
(473,646
)
Less: Stock dividend payable and transaction costs
—

 
18,319

 
—

 
32,847

Net loss available to common stockholders
(61,534
)
 
(84,562
)
 
(252,969
)
 
(506,493
)
Denominator
 
 
 
 
 
 
 
Weighted-average basic and diluted common shares
232,139

 
245,810

 
229,524

 
241,579

Net loss per common share, basic and diluted
$
(0.27
)
 
$
(0.34
)
 
$
(1.10
)
 
$
(2.10
)

 
The following potential common shares outstanding were excluded from the computation of diluted net loss per common share because including them would have been anti-dilutive:
 
 
As of September 30,
 
2016
 
2017
 
(in thousands)
Options to purchase common stock
9,665

 
6,206

Restricted stock units
23,554

 
20,990

Performance awards*
2,315

 
1,486

Shares issuable pursuant to the ESPP
589

 
859

Total common stock equivalents
36,123

 
29,541

*Includes potential common shares outstanding for MSUs and PSUs
 
On June 9, 2017, we entered into an agreement with Sirius XM to sell 480,000 shares of Series A, of which 307,500 shares and 480,000 shares were issued in the three and nine months ended September 30, 2017. Under the treasury stock method, the Series A will generally have a dilutive impact on earnings per share if our average stock price for the period exceeds approximately $10.50 per share of our common stock, the conversion price of the Series A. For the period from the issuance of the offering through September 30, 2017, the conversion feature of the Series A was anti-dilutive, as our average stock price was less than the conversion price.

On December 9, 2015, we completed an offering of our 1.75% convertible senior notes due 2020. Under the treasury stock method, the Notes will generally have a dilutive impact on earnings per share if our average stock price for the period exceeds approximately $16.42 per share of our common stock, the conversion price of the Notes. For the period from the issuance of the offering of the Notes through September 30, 2017, the conversion feature of the Notes was anti-dilutive, as our average stock price was less than the conversion price.

In connection with the pricing of the Notes, we entered into capped call transactions which increase the effective conversion price of the Notes, and are designed to reduce potential dilution upon conversion of the Notes. Since the beneficial impact of the capped call is anti-dilutive, it is excluded from the calculation of earnings per share. Refer to Note 9 "Debt Instruments" in the Notes to Condensed Consolidated Financial Statements for further details regarding our Notes.