Quarterly report pursuant to Section 13 or 15(d)

Net Income per Share

v3.20.1
Net Income per Share
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Net Income per Share Net Income per Share
Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by using the weighted average number of common shares outstanding, after giving effect to all potential dilutive common shares outstanding during the period. Included within diluted net income per share is the dilutive effect of outstanding stock options and restricted stock using the treasury stock method. Weighted average shares from common share equivalents in the amount of approximately 672,000 and 444,000 for the three months ended March 31, 2020 and 2019, respectively, were excluded from the dilutive shares outstanding because their effect was anti-dilutive.
For purposes of considering the Convertible Notes in determining diluted net income per share, it is our current intent to settle conversions of the Convertible Notes through combination settlement, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount (the “conversion premium”) in shares of our common stock. Therefore, only the impact of the conversion premium is included in total dilutive weighted average shares outstanding using the treasury stock method. The dilutive effect of the conversion premium for the three months ended March 31, 2020 and 2019 are shown in the table below.
The Warrants sold in connection with the issuance of the Convertible Notes are considered to be dilutive when the average price of our common stock during the period exceeds the Warrants’ strike price of $57.58 per share, as described in Note 8. The effect of the additional shares that may be issued upon exercise of the Warrants is included in total dilutive weighted average shares outstanding using the treasury stock method and, to the extent dilutive, is shown in the table below. The Note Hedges purchased in connection with the issuance of the Convertible Notes are considered to be anti-dilutive and therefore do not impact our calculation of diluted net income per share. Refer to Note 8 for further discussion regarding the Convertible Notes.
We exclude common shares subject to a holdback pursuant to business combinations from the calculation of basic weighted average shares outstanding where the release of such shares is contingent upon an event not solely subject to the passage of time. As of March 31, 2020, there were approximately 161,000 contingently returnable shares related to our acquisitions of ClickPay and BluTrend, which were excluded from the computation of basic net income per share as these shares are subject to sellers’ indemnification obligations and are subject to a holdback. There were approximately 196,000 contingently returnable shares as of March 31, 2019. Dilutive common shares outstanding include the weighted average contingently issuable shares discussed above that are subject to a holdback. These shares are subject to releases to the sellers on the second anniversary dates of the acquisitions which are contingent on the sellers’ indemnification obligations.
Certain of our performance-based restricted stock awards are considered contingently issuable shares and are excluded from the diluted weighted average shares outstanding computation because the related performance-based targets were not achieved as of the end of the reporting period.
The following table presents the calculation of basic and diluted net income per share:
 
Three Months Ended March 31,
 
2020
 
2019
 
(in thousands, except per share amounts)
Numerator:
 
 
 
Net income
$
5,605

 
$
11,272

Denominator:
 
 
 
Basic:
 
 
 
Weighted average common shares used in computing basic net income per share
92,654

 
91,490

Diluted:
 
 
 
Add weighted average effect of dilutive securities:
 
 
 
Stock options and restricted stock
934

 
1,509

Convertible Notes
2,170

 
2,207

Contingently issuable or returnable shares in connection with our acquisitions
161

 
355

Weighted average common shares used in computing diluted net income per share
95,919


95,561

Net income per share:
 
 
 
Basic
$
0.06

 
$
0.12

Diluted
$
0.06

 
$
0.12