Note 9 - Earnings Per Share

Basic net income or loss per common share is calculated by dividing net income or loss available to common stockholders by the basic weighted-average common shares outstanding for the respective period. The earnings per share calculations reflect the impact of any repurchases of shares of common stock made by the Company.

Diluted net income or loss per common share is calculated by dividing adjusted net income or loss by the diluted weighted-average common shares outstanding, which includes the effect of potentially dilutive securities. Potentially dilutive securities for this calculation consist of unvested RSUs, contingent PSUs, and shares into which the Senior Convertible Notes are convertible. The treasury stock method is used to measure the dilutive impact of these stock awards and the Senior Convertible Notes.

PSUs represent the right to receive, upon settlement of the PSUs after the completion of the three-year performance period, a number of shares of the Company’s common stock that may range from zero to two times the number of PSUs granted on the award date. The number of potentially dilutive shares related to PSUs is based on the number of shares, if any, that would be issuable at the end of the respective reporting period, assuming that date was the end of the contingency period applicable to such PSUs.

On August 12, 2016, the Company issued $172.5 million in aggregate principal amount of Senior Convertible Notes. Upon conversion, the Senior Convertible Notes may be settled, at the Company’s election, in shares of the Company’s common stock, cash, or a combination of cash and common stock. The Company has initially elected a net-settlement method to satisfy its conversion obligation, which allows the Company to settle the principal amount of the Senior Convertible Notes in cash and to settle the excess conversion value in shares, as well as cash in lieu of fractional shares. However, the Company has not made this a formal legal irrevocable election and thereby reserves the right to settle the Senior Convertible Notes in any manner allowed under the indenture as business conditions warrant. For accounting purposes, the treasury stock method is used to measure the potential dilutive impact of shares associated with this conversion feature. Shares of the Company’s common stock traded at an average closing price below the $40.50 conversion price for the three months ended September 30, 2016. In connection with the offering of the Senior Convertible Notes, the Company entered into capped call transactions with affiliates of the underwriters that would effectively prevent dilution upon settlement up to the $60.00 cap price. The capped call transactions are not reflected in diluted net income per share as they will always be anti-dilutive. Please refer to Note 5 - Long-Term Debt for additional discussion.

When the Company recognizes a loss from continuing operations, as was the case for the three and nine months ended September 30, 2016, and the nine months ended September 30, 2015, all potentially dilutive shares are anti-dilutive and are consequently excluded from the calculation of diluted net loss per common share. The following table details the weighted-average anti-dilutive securities for the periods presented:



	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2016	2015	2016	2015
	(in thousands)
Weighted-average common shares excluded from diluted earnings per share due to their anti-dilutive effect:
Unvested RSUs and contingent PSUs	506	—	193	380

The following table sets forth the calculations of basic and diluted earnings per share:



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2016			2015		2016			2015
	(in thousands, except per share amounts)
Net income (loss)	$	(40,907	)	$	3,114	$	(556,798	)	$	(107,452	)
Basic weighted-average common shares outstanding	78,468			67,961		71,574			67,638
Add: dilutive effect of unvested RSUs and contingent PSUs	—			158		—			—
Diluted weighted-average common shares outstanding	78,468			68,119		71,574			67,638
Basic net income (loss) per common share	$	(0.52	)	$	0.05	$	(7.78	)	$	(1.59	)
Diluted net income (loss) per common share	$	(0.52	)	$	0.05	$	(7.78	)	$	(1.59	)

Subsequent to September 30, 2016, the Company entered into definitive purchase agreements for the QStar Acquisition expected to close in mid-December 2016, which will be partially funded by a private issuance of approximately 13.4 million shares of common stock. Please refer to Note 13 - Equity for additional discussion.