Earnings per Common Share

3 Months Ended

Mar. 31, 2021

Note 8. Earnings per Common Share

Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding for the period.

Diluted earnings per common share takes into account the potential dilution that could occur if outstanding securities were exercised. Dilutive securities are included in the calculation of diluted earnings per common share using the treasury stock method in accordance with ASC Topic 260, “Earnings per Share.” Dilutive securities include outstanding stock options, restricted stock units and performance share units granted to employees and non-employee directors (see Note 15), as well as common shares underlying convertible notes (see Note 7).

Weighted-average common shares outstanding—diluted is the same as weighted-average common shares outstanding—basic in periods when a net loss is reported or in periods when anti-dilution occurs.

The following table summarizes the computation of basic and diluted earnings per share (in thousands, except per share data):


	Three Months Ended March 31,
		2021		2020
Earnings per common share—basic


Net income		$	272,461	$	28,894
Weighted-average common shares outstanding—basic(1)		117,482		94,309
Basic earnings per common share		$	2.32	$	0.31
Earnings per common share—diluted
Net income		$	272,461	$	28,894




Weighted-average common shares outstanding—basic(1)		117,482		94,309
Convertible notes weighted-average shares outstanding		5,361		—

Outstanding options, restricted stock units and performance share units		1,727		1,367
Weighted-average common shares outstanding—diluted		124,570		95,676
Diluted earnings per common share		$	2.19	$	0.30

(1)In connection with the Topgolf merger, on March 8, 2021, the Company issued 89,776,450 of its common stock to the stockholders of Topgolf, and 187,568 of its common stock for restricted stock awards converted in the merger (see Note 15), of which 22,990,805 weighted average shares were included in the basic and diluted share calculations based on the number of days the shares were outstanding during the three months ended March 31, 2021.

In May 2020, the Company issued $258,750,000 of 2.75% Convertible Notes. The Convertible Notes will have an impact on the Company’s diluted earnings per share when the average market price of its common stock exceeds the conversion price of $17.62 per share, as the Company intends to settle the principal amount of the Convertible Notes in cash upon conversion. The Company is required under the treasury stock method to compute the potentially dilutive shares of common stock related to the Convertible Notes for periods the Company reports net income. As of March 31, 2021, the average market price of its common stock exceeded this conversion price per share and as such, the common shares underlying convertible notes were included in the diluted calculation for the three months ended March 31, 2021 (See Note 7).

For the three months ended March 31, 2021, securities outstanding totaling approximately 480,000 shares, comprised of stock options and restricted stock units were excluded from the calculation of earnings per common share—diluted as they would be anti-dilutive. For the three months ended March 31, 2020, there were no anti-dilutive securities and as such, there were no securities excluded from the calculation of dilutive earnings per common share.