Earnings per Common Share

6 Months Ended

Jun. 30, 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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Earnings per common share—basic


Net income (loss)	$	91,744	$	(167,684)	$	364,205	$	(138,790)
Weighted-average common shares outstanding—basic(1)	185,225		94,141		151,541		94,225
Basic earnings (loss) per common share	$	0.50	$	(1.78)	$	2.40	$	(1.47)
Earnings per common share—diluted
Net income (loss)	$	91,744	$	(167,684)	$	364,205	$	(138,790)




Weighted-average common shares outstanding—basic(1)	185,225		94,141		151,541		94,225
Convertible notes weighted-average shares outstanding	6,850		—		6,105		—

Outstanding options, restricted stock units and performance share units	2,259		—		1,993		—
Weighted-average common shares outstanding—diluted	194,334		94,141		159,639		94,225
Diluted earnings (loss) per common share	$	0.47	$	(1.78)	$	2.28	$	(1.47)

(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 89,964,018 and 56,662,420 weighted average shares for the three and six months ended June 30, 2021, respectively, were included in the basic and diluted share calculations based on the number of days the shares were outstanding during the periods.

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 June 30, 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 and six months ended June 30, 2021 (see Note 7).

For the three and six months ended June 30, 2021, securities outstanding totaling approximately 1,200,000 and 1,042,000 shares, respectively, 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 and six months ended June 30, 2020, securities outstanding totaling approximately 1,153,000 and 1,260,000 shares, respectively, comprised of stock options, restricted stock units and performance share units were excluded from the calculation of loss per common share—diluted as they would be anti-dilutive.