Earnings Per Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Note 10 — Earnings Per Share

We have shares of restricted stock issued and outstanding that are currently unvested. Because holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our unrestricted common stock, we are required to compute earnings per share (“EPS”) under the two-class method in periods in which we have earnings. Under the two-class method, net income for each period is allocated based on the participation rights of both common shareholders and the holders of any participating securities as if earnings for the respective periods had been distributed. For periods in which we have a net loss we do not use the two-class method as holders of our restricted shares are not obligated to share in such losses.

Basic EPS is computed by dividing net income allocated to common shareholders or net loss by the weighted average shares of our common stock outstanding. Diluted EPS is computed in a similar manner after considering the potential dilutive effect of share-based awards and convertible senior notes and taking the more dilutive of the two-class method and the treasury stock method or if-converted method, as applicable. The dilutive effect of share-based awards is computed using the treasury stock method, as applicable, which includes the incremental shares that would be hypothetically vested in excess of the number of shares assumed to be hypothetically repurchased with the assumed proceeds. The dilutive effect of convertible senior notes is computed using the if-converted method, which assumes conversion of the convertible senior notes into shares of our common stock at the beginning of the period, giving income recognition for the add-back of related interest expense (net of tax). The computations of the numerator (earnings or loss) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands):

	Three Months Ended			Three Months Ended
	September 30, 2023			September 30, 2022
	Income		Shares	Income		Shares
Basic:
Net income (loss)	$	15,560		$	(18,763)
Less: Undistributed earnings allocated to participating securities		(27)			—
Net income (loss) available to common shareholders, basic	$	15,533	150,550	$	(18,763)	151,331
Diluted:
Net income (loss) available to common shareholders, basic	$	15,533	150,550	$	(18,763)	151,331
Effect of dilutive securities:
Share-based awards other than participating securities		—	3,072		—	—
Undistributed earnings reallocated to participating securities		1	—		—	—
Net income (loss) available to common shareholders, diluted	$	15,534	153,622	$	(18,763)	151,331

	Nine Months Ended			Nine Months Ended
	September 30, 2023			September 30, 2022
	Income		Shares	Income		Shares
Basic:
Net income (loss)	$	17,495		$	(90,493)
Less: Undistributed earnings allocated to participating securities		(30)			—
Net income (loss) available to common shareholders, basic	$	17,465	151,031	$	(90,493)	151,226
Diluted:
Net income (loss) available to common shareholders, basic	$	17,465	151,031	$	(90,493)	151,226
Effect of dilutive securities:
Share-based awards other than participating securities		—	2,905		—	—
Undistributed earnings reallocated to participating securities		1	—		—	—
Net income (loss) available to common shareholders, diluted	$	17,466	153,936	$	(90,493)	151,226

We had net losses for the three- and nine-month periods ended September 30, 2022. Accordingly, our diluted EPS calculation for these periods excluded the dilutive effect of share-based awards because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable periods. Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands):

	Three Months Ended	Nine Months Ended
	September 30,	September 30,
	2022	2022
Diluted shares (as reported)	151,331	151,226
Share-based awards	1,471	1,332
Total	152,802	152,558

The following potentially dilutive shares related to the 2022 Notes, the 2023 Notes and the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands):

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2023	2022	2023	2022
2022 Notes	—	—	—	803
2023 Notes	2,652	3,168	2,996	3,168
2026 Notes	28,676	28,676	28,676	28,676

We have outstanding restricted stock units (“RSUs”) (Note 11) as well as post-closing earn-out consideration related to the Alliance acquisition (Note 3) that can each be settled in either cash or shares of our common stock or a combination thereof, which are not included in the computation of diluted EPS as cash settlement is assumed.