v3.19.3.a.u2
Net Income (Loss) Per Share
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share
Note 13 - Net Income (Loss) Per Share
During the year ended December 31, 2017, the rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock were identical, except with respect to voting. As the liquidation and dividend rights were identical, the undistributed earnings were allocated on a proportionate basis and the resulting net loss per share attributable to common stockholders were, therefore, the same for both Class A and Class B common stock on an individual or combined basis.
On January 18, 2018, the Company converted 390 million shares of its Class B common stock into Class A common stock under the conditions of the SoftBank Investment, thereby increasing the total number of Class A common stock outstanding to 450 million shares and resulting in only one class of common stock.
On May 14, 2019, the Company completed its IPO, in which it issued and sold 180 million shares of its common stock at a price of $45.00 per share. On that date, all of the Company’s outstanding redeemable convertible preferred stock automatically converted into 905 million shares of common stock, and the holders of the 2021 Convertible Notes and the 2022 Convertible Notes elected to convert the outstanding notes into common stock, resulting in the issuance of 94 million shares of common stock. These shares were included in the Company’s issued and outstanding common stock starting on that date. Refer to Note 1 - Description of Business and Summary of Significant Accounting Policies for further information.
The Company takes into account the effect on consolidated net income (loss) per share of dilutive securities of entities in which the Company holds equity interests that are accounted for using the equity method.
The following table sets forth the computation of basic and diluted net income (loss) per share attributable to common stockholders for the years ended December 31, 2017, 2018 and 2019 (in millions, except share amounts which are reflected in thousands, and per share amounts):
 
 
Year Ended December 31,
 
 
2017
 
2018
 
2019
Basic net income (loss) per share:
 
 
 
 
 
 
Numerator
 
 
 
 
 
 
Net income (loss) including non-controlling interests
 
$
(4,033
)
 
$
987

 
$
(8,512
)
Less: net income (loss) attributable to non-controlling interests, net of tax
 

 
10

 
6

Less: noncumulative dividends to preferred stockholders
 

 
(997
)
 

          Net income (loss) attributable to common stockholders
 
$
(4,033
)
 
$

 
$
(8,506
)
Denominator
 
 
 
 
 
 
Basic weighted-average common stock outstanding
 
426,360

 
443,368

 
1,248,353

Basic net income (loss) per share attributable to common stockholders (1)
 
$
(9.46
)
 
$

 
$
(6.81
)
Diluted net income (loss) per share:
 
 
 
 
 
 
Numerator
 
 
 
 
 
 
     Net income (loss) attributable to common stockholders
 
$
(4,033
)
 
$

 
$
(8,506
)
Add: Change in fair value of MLU B.V. put/call feature
 

 
(12
)
 

     Add: noncumulative dividends to preferred stockholders
 

 
12

 

          Diluted net income (loss) attributable to common stockholders
 
$
(4,033
)
 
$

 
$
(8,506
)
Denominator
 
 
 
 
 
 
     Number of shares used in basic net income (loss) per share computation
 
426,360

 
443,368

 
1,248,353

     Weighted-average effect of potentially dilutive securities:
 
 
 
 
 
 
          Common stock subject to a put/call feature
 

 
407

 

          Stock options
 

 
33,528

 

          RSUs to settle fixed monetary awards
 
 
 
1,073

 

          Other
 

 
623

 

     Diluted weighted-average common stock outstanding
 
426,360

 
478,999

 
1,248,353

Diluted net income (loss) per share attributable to common stockholders (1)
 
$
(9.46
)
 
$

 
$
(6.81
)

(1) Per share amounts are calculated using unrounded numbers and therefore may not recalculate.
Since the Company was in a loss position for the years ended December 31, 2017 and 2019, basic net loss per share was the same as diluted net income per share for the periods presented. For the year ended December 31, 2018, all net income was allocated to noncumulative dividends on preferred stock, therefore basic net income per share was the same as diluted net income per share.
The following potentially dilutive outstanding securities were excluded from the computation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented, or issuance of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the period (in thousands):
 
 
Year Ended December 31,
 
 
2017
 
2018

2019
Redeemable convertible preferred stock
 
863,305

 
903,607

 

Convertible notes
 
196,398

 
200,595

 

RSUs
 
87,101

 
137,426

 
85,058

Stock options
 
50,304

 
8,776

 
34,800

Restricted common stock with performance condition
 
888

 
1,758

 

Common stock subject to repurchase
 
12,266

 
1,695

 
210

Warrants to purchase redeemable convertible preferred stock
 
4,449

 
1,073

 

SARs
 
705

 
758

 

RSUs to settle fixed monetary awards
 
2,712

 
559

 
283

Shares committed under ESPP
 

 

 
5,490

Warrants to purchase common stock
 
280

 
100

 
123

Total
 
1,218,408

 
1,256,347

 
125,964