Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Basic net loss per share is calculated by dividing net loss by the weighted average number of shares outstanding during each period. Diluted net loss per share is calculated by dividing net loss by the diluted number of shares outstanding during each period. Except where the result would be anti-dilutive to net loss, diluted net loss per share would be calculated assuming the impact of the conversion of the 4.50% exchangeable senior notes due February 2023 (“February 2023 Notes”) and the 4.50% exchangeable senior notes due October 2023 (“October 2023 Notes”, together, the “2023 Notes”), the conversion of the Company’s preferred shares, the exercise of outstanding equity compensation awards, and ordinary shares expected to be issued under the Company’s Employee Share Purchase Plan (“ESPP”).

The Company had a choice to settle the conversion obligations under the 2023 Notes in cash, shares or any combination of the two. The Company utilized the if-converted method to reflect the impact of the conversion of the 2023 Notes, unless the result was anti-dilutive. This method assumed the conversion of the 2023 Notes into shares of the Company’s ordinary shares and reflected the elimination of the interest expense related to the 2023 Notes. The Company had no 2023 Notes remaining as of December 31, 2023. See Note 10: Long-term debt of the audited consolidated financial statements included in our Annual Report on Form 10-K for further details.

The dilutive effect of the stock options, restricted share awards, preferred shares and ordinary shares expected to be issued under the Company’s ESPP has been calculated using the treasury stock method.

A reconciliation of basic and diluted net loss per share, together with the related shares outstanding in thousands is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Net Loss Per Share:	2024		2023		2024		2023

Net loss	$	(2,625)	$	(36,274)	$	(43,789)	$	(131,490)



Weighted average shares:
Basic shares	96,300		89,380		94,720		76,931
Effect of dilutive securities—employee and director equity awards outstanding, preferred shares and 2023 Notes	—		—		—		—

Diluted shares	96,300		89,380		94,720		76,931

Net loss per share - basic	$	(0.03)	$	(0.41)	$	(0.46)	$	(1.71)
Net loss per share - diluted	$	(0.03)	$	(0.41)	$	(0.46)	$	(1.71)

Potential ordinary shares of 1,437 and 2,509 were excluded from the calculation of weighted average shares for the three months ended September 30, 2024 and 2023, respectively, and 1,168 and 5,336 were excluded from the calculation of weighted average shares for the nine months ended September 30, 2024 and 2023, respectively, because their effect was considered to be anti-dilutive or they were related to shares from performance share unit awards for which the contingent vesting condition had

not been achieved. For the three and nine months ended September 30, 2024 and 2023, the effects of dilutive securities were entirely excluded from the calculation of net loss per share as a net loss was reported in these periods.