Earnings Per Share

12 Months Ended

Dec. 31, 2020

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 number of common shares outstanding for the respective period. Diluted net income or loss per common share is calculated by dividing net income or loss available to common stockholders by the diluted weighted-average number of common shares outstanding, which includes the effect of potentially dilutive securities. As of December 31, 2019, and 2018, potentially dilutive securities for this calculation consisted primarily of non-vested RSUs, contingent PSUs, and shares into which the 2021 Senior Convertible Notes were convertible, which were measured using the treasury stock method. Shares of the Company’s common stock traded at an average closing price below the $40.50 conversion price for the years ended December 31, 2019, and 2018, therefore, the 2021 Senior Convertible Notes had no dilutive impact. In connection with the offering of the 2021 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 will always be anti-dilutive and therefore will never be reflected in diluted net income or loss per share. On April 29, 2020, pursuant to the Third Supplemental Indenture, the Company elected to satisfy any conversion obligation with respect to the 2021 Senior Convertible Notes solely in cash. As a result, the Company’s 2021 Senior Secured Convertible Notes are no longer convertible into shares of the Company’s common stock and thus, were not considered to be a potentially dilutive instrument as of December 31, 2020. Please refer to Note 5 – Long-Term Debt for additional discussion.

On June 17, 2020, the Company issued warrants to purchase up to an aggregate of approximately 5.9 million shares, or approximately five percent of its outstanding common stock, at an exercise price of $0.01 per share, as discussed in Note 5 – Long-Term Debt. The Warrant Agreement dated as of June 17, 2020 (“Warrant Agreement”), states that the warrants are only exercisable upon the Triggering Date, as defined in Note 11 – Fair Value Measurements. The warrants were not exercisable for the year ended December 31, 2020, and therefore had no dilutive impact. The Triggering Date occurred on January 14, 2021, and the warrants became exercisable at the election of the holders. The warrants may be exercised either in full or from time to time in part, until their expiration on June 30, 2023. Please refer to Note 11 – Fair Value Measurements for additional detail regarding the terms of the warrants.

As of December 31, 2020, potentially dilutive securities for this calculation consist primarily of non-vested RSUs, contingent PSUs, and warrants, which were measured using the treasury stock method.

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, which 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. For additional discussion on PSUs, please refer to Note 7 – Compensation Plans under the heading Performance Share Units.

When the Company recognizes a net loss from continuing operations, 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 years presented:


	For the Years Ended December 31,
	2020	2019	2018
	(in thousands)
Anti-dilutive	265	684	—

The following table sets forth the calculations of basic and diluted net income (loss) per common share:


	For the Years Ended December 31,
	2020		2019		2018
	(in thousands, except per share data)
Net income (loss)	$	(764,614)	$	(187,001)	$	508,407

Basic weighted-average common shares outstanding	113,730		112,544		111,912
Dilutive effect of non-vested RSUs and contingent PSUs	—		—		1,590

Diluted weighted-average common shares outstanding	113,730		112,544		113,502

Basic net income (loss) per common share	$	(6.72)	$	(1.66)	$	4.54
Diluted net income (loss) per common share	$	(6.72)	$	(1.66)	$	4.48