Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Class A common stock is listed on The Nasdaq Global Select Market under the ticker symbol “ROKU.” Our Class B common stock is not listed or traded on any exchange.
Holders of Record
As of January 31, 2021, there were 62 stockholders of record of our Class A common stock. There were significantly more beneficial owners of our Class A common stock. As of January 31, 2021, there were approximately 22 stockholders of record of our Class B common stock.
Dividend Policy
We have never declared or paid any dividends on our Class A or Class B common stock. We currently intend to retain all available funds and any future earnings for use in our business and therefore we do not anticipate declaring or paying any cash dividends in the foreseeable future. The terms of our Credit Agreement also restrict our ability to pay dividends, and we may also enter into credit agreements or other borrowing arrangements in the future that will restrict our ability to declare or pay cash dividends on our capital stock.
Sale of Unregistered Securities and Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Stock Performance Graphs and Cumulative Total Return
The following graph shows the cumulative total stockholder return of an investment of $100 in cash from September 29, 2017 (the date our Class A common stock commenced trading on The Nasdaq Global Select Market) through December 31, 2020, for (i) our Class A common stock, (ii) the Nasdaq Composite Index and (iii) the Peer Group of companies. Because no published index of comparable player and platform companies is currently available, we have used Peer Group of companies for the purposes of this graph in accordance with the requirements of the SEC. The Peer Group is made up of Facebook, Inc., Alphabet, Inc., Logitech International S.A., Netflix, Inc., Snap, Inc., Twitter, Inc., Yelp, Inc. and Zillow Group, Inc. Not all of the companies included in Peer Group participate in all the lines of business in which we are engaged, and some of the companies are engaged in lines of business in which we do not participate. Additionally, the market capitalization of some of the companies included in the Peer Group are different from ours.
Pursuant to applicable SEC rules, all values assume reinvestment of the full amount of all dividends, however no dividends have been declared on our Class A common stock or Class B common stock to date. The stockholder return shown on the graph below is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns.
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Company / Index
Sep-17
Sep-17
Dec-17
Mar-18
Jun-18
Sep-18
Dec-18
Mar-19
Jun-19
Sep-19
Dec-19
Mar-20
Jun-20
Sep-20
Dec-20
Roku, Inc.
$
100
$
190
$
370
$
222
$
304
$
522
$
219
$
461
$
647
$
727
$
956
$
625
$
832
$
1,348
$
2,371
Nasdaq Composite Index
$
100
$
101
$
107
$
110
$
117
$
126
$
104
$
122
$
126
$
127
$
142
$
123
$
160
$
179
$
206
Peer Group
$
100
$
101
$
107
$
107
$
124
$
119
$
98
$
117
$
121
$
120
$
134
$
119
$
153
$
169
$
193
The information under “Stock Performance Graphs and Cumulative Total Return” is not deemed to be “soliciting material” or “filed” with the SEC or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Exchange Act and is not to be incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in those filings.
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Equity Compensation Plan Information
The following table summarizes information about our equity compensation plans as of December 31, 2020.
Plan Category
Number of securities to be
issued upon exercise of
outstanding options and awards
Weighted average
exercise price of
outstanding
options (1)
Number of securities
remaining available
for future issuances
under equity compensation
plans (excluding securities
in column (a))
(a)
(b)
(c)
(in thousands, except per share amount)
Equity compensation plans approved by security holders (2)
13,088
$
26.19
26,509
Equity compensation plans not approved by security holders
—
—
—
Total
13,088
$
26.19
26,509
(1) Restricted stock units have been excluded for purposes of computing weighted average exercise prices in column (b) as they do not have an exercise price.
(2) The number of securities remaining available for future issuance in column (c) includes 21,420 shares of Class A common stock, available for issuance under our 2017 Equity Incentive Plan (the “2017 Plan”) in column (a) and, includes 5,089 shares of Class A common stock available for issuance under our 2017 Employee Stock Purchase Plan. The number of shares authorized for issuance under the 2017 Plan are subject to an annual increase.
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Item 6. Selected Financial Data
The selected consolidated financial data below should be read in conjunction with the Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes included in Item 8 of this Report.
The consolidated statements of operations data for the years ended December 31, 2020, 2019 and 2018 and the consolidated balance sheets data as of December 31, 2020 and 2019 are derived from our audited financial statements appearing in Item 8 of this Report. The consolidated statements of operations data for the year ended December 31, 2017 and 2016 and the consolidated balance sheets data as of December 31, 2018, 2017 and 2016 are derived from audited financial statements not included in this Report. Our historical results are not necessarily indicative of the results that may be expected in any future period.
In 2017, the Company changed the fiscal year-end to match the calendar year-end. Prior to 2017, the Company’s fiscal year was the 52- or 53-week period that ended on the last Saturday of December. Fiscal year 2016 ended on December 31, 2016 and spanned 53 weeks.
Years Ended December 31,
2020 (1) (2)
2019 (1) (2)
2018 (1)
2017
2016
(in thousands, except per share data)
Consolidated Statements of Operations Data:
Total net revenue
$
1,778,388
$
1,128,921
$
742,506
$
512,763
$
398,649
Net loss attributable to common stockholders
$
(17,507
)
$
(59,937
)
$
(8,857
)
$
(63,509
)
$
(42,758
)
Net loss per share attributable to common stockholders— basic and diluted (3)
$
(0.14
)
$
(0.52
)
$
(0.08
)
$
(2.24
)
$
(9.01
)
Weighted-average shares used in computing net loss per share attributable to common stockholders—basic and diluted
123,978
115,218
104,618
28,308
4,746
Consolidated Balance Sheets Data:
Total assets
$
2,270,542
$
1,470,234
$
464,997
$
371,897
$
179,078
Total long-term liabilities (4)
$
422,206
$
413,507
$
26,342
$
56,360
$
43,217
(1)
We adopted the guidance in Revenue from Contracts (Topic 606) using the modified retrospective method effective January 1, 2018. Accordingly, the consolidated statement of operations for the years ended December 31, 2020, 2019 and 2018 reflect the impact of this adoption.
(2)
We adopted the guidance in Leases (Topic 842) using the optional transition method effective January 1, 2019. Accordingly, the consolidated statement of operations and consolidated balance sheets for the year ended December 31, 2020 and 2019 reflects the impact of this adoption.
(3)
See Note 16 to the consolidated financial statements in Item 8 of this Report, for an explanation of the calculations of basic and diluted net loss per common share.
(4)
Total long-term liabilities include non-current portions of debt, operating lease liabilities, deferred revenue, other long-term liabilities and preferred stock warrant liability.
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