Earnings per Common Share

9 Months Ended

Sep. 30, 2020

Note 7. 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 6).

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 September 30,				Nine Months Ended September 30,
	2020		2019		2020			2019
Earnings (loss) per common share—basic
Net income (loss) attributable to Callaway Golf Company	$	52,432	$	31,048	$	(86,358	)	$	108,626
Weighted-average common shares outstanding—basic	94,171		94,100		94,207			94,284
Basic earnings (loss) per common share	$	0.56	$	0.33	$	(0.92	)	$	1.15
Earnings (loss) per common share—diluted
Net income (loss) attributable to Callaway Golf Company	$	52,432	$	31,048	$	(86,358	)	$	108,626
Weighted-average common shares outstanding—basic	94,171		94,100		94,207			94,284
Convertible notes weighted-average shares outstanding	924		—		—			—
Outstanding options, restricted stock units and performance share units	1,517		2,187		—			1,913
Weighted-average common shares outstanding—diluted	96,612		96,287		94,207			96,197
Diluted earnings (loss) per common share	$	0.54	$	0.32	$	(0.92	)	$	1.13

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 September 30, 2020, 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 September 30, 2020. For the nine months

ended September 30, 2020, the Convertible Notes were anti-dilutive and therefore excluded from the diluted calculation (See Note 6).

For the three months ended September 30, 2020, there were no securities excluded from the calculation of earnings (loss) per common share—diluted. For the nine months ended September 30, 2020, securities outstanding totaling approximately 1,848,000 shares, comprised of stock options, restricted stock units, performance share units, and common shares underlying convertible notes, were excluded from the calculation of earnings (loss) per common share—diluted as they would be anti-dilutive. For the three and nine months ended September 30, 2019, the Company had a nominal number of securities that had an anti-dilutive effect on the calculation of diluted earnings per common share. Such securities were excluded from the calculation.