Earnings Per Share

6 Months Ended

Jun. 30, 2021

Basic and diluted earnings per share are calculated based on the weighted-average number of shares outstanding in each period and dilutive stock options, unvested shares and warrants, to the extent such securities exist and have a dilutive effect on earnings per share. The Company computes basic and diluted earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation method that determines earnings per share for common shares and participating securities according to their participation rights in dividends and undistributed earnings.

A reconciliation of the numerator and denominator of basic and diluted earnings per share follows (dollars in millions, except per share amounts; shares in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Numerator:
Net loss attributable to Surgery Partners, Inc.	$	(26.9)	$	(32.5)	$	(47.9)	$	(60.0)
Less: amounts allocated to participating securities (1)	—		(9.7)		(10.3)		(19.2)
Net loss attributable to common stockholders	$	(26.9)	$	(42.2)	$	(58.2)	$	(79.2)

Denominator:
Weighted average shares outstanding- basic and diluted (2)	69,267		48,840		62,060		48,661

Loss per share:
Basic and diluted (2)	$	(0.39)	$	(0.86)	$	(0.94)	$	(1.63)

Dilutive securities outstanding not included in the computation of loss per share as their effect is antidilutive:
Stock options	2,016		—		1,901		42
Restricted shares	1,484		530		1,451		545

(1)Includes dividends accrued during all periods for the Series A Preferred Stock. The Series A Preferred Stock does not participate in undistributed losses.

(2)The impact of potentially dilutive securities for all periods presented was not considered because the effect would be anti-dilutive in each period.

On January 27, 2021, the Company entered into an underwriting agreement relating to a public offering of 7,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value per share, at a price to the public of $30.25 per share. In addition, the Company granted the underwriters an option to purchase up to an additional 1,125,000 shares of common stock at the same price per share as the Firm Shares. On February 1, 2021, the Company completed the public offering pursuant to which the Company sold 8,625,000 shares of common stock (including the Firm Shares and the option shares), resulting in gross proceeds of $260.9 million. In connection with the offering, the Company incurred underwriting discounts, commissions and other related costs of $12.7 million, which were recognized as a direct reduction of proceeds received