Note 10 - Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2025

Notes to Financial Statements

EARNINGS (LOSS) PER SHARE

NOTE 10—EARNINGS (LOSS) PER SHARE

Earnings per share (“EPS”) is not presented retrospectively for periods prior to the issuance of the tracking stock as the tracking stock was not a part of the Company’s capital structure during those periods and the issuance of the tracking stock changes the common shareholders’ relative residual interest in the Company. Therefore, EPS is presented for the Company’s single class of common stock up to the time the tracking stock was issued and, subsequent to this date, EPS is presented prospectively under the two-class method.

The computation of basic and diluted EPS is shown on the following page:

(In thousands, except per share amounts)	Three months ended March 31,
	2025		2024
Earnings attribution
Class A common stock	$	(8,269)	$	(106)
Class A restricted stock awards		-		1
Class B common stock		(1,935)		2,032
Class B restricted stock awards		—		72
Forfeitable dividends declared on unvested stock-based awards		747		33
Net income	$	(9,457)	$	2,032
	Three months ended March 31, 2025					Three months ended March 31, 2024
	Class A		Class B			Class A		Class B
Dual class EPS calculations
Numerator
Net earnings for basic earnings per common share	$	(8,269)	$	(1,935)	$	(106)	$	2,032
Add: Class B net earnings for diluted earnings per diluted share		(1,935)		-		2,032		-
Net earnings for diluted earnings for diluted earnings per diluted share	$	(10,204)	$	(1,935)	$	1,926	$	2,032
Denominator
Weighted average shares used to compute basic earnings per share		43,850		9,710		42,496		8,508
Dilutive effect of stock option awards		-		-		-		96
Dilutive effect of restricted stock units		-		-		-		32
Dilutive effect of performance stock units		-		-		-		162
Dilutive effect of non-cash dividend declared but not issued		-		-		-		-
Dilutive effect of conversion of Class B common stock to Class A common stock		9,151		-		6,256		-
Weighted average shares used to compute diluted earnings per share		53,001		9,710		48,752		8,798
Earnings per common share (dual-class)
Basic	$	(0.19)	$	(0.20)	$	(0.00)	$	0.24
Diluted	$	(0.19)	$	(0.20)	$	(0.00)	$	0.23

Unvested restricted stock awards have the right to receive nonforfeitable dividends on the same basis as common shares; therefore, unvested restricted stock is considered a participating security to calculate EPS. Under the two-class method, the Company reports separately the net earnings allocated away from holders of Class A and Class B common stock to holders of unvested restricted stock awards.

For accounting purposes, Class B’s participation rights in net earnings are, in substance, discretionary based on the power of the Company’s Board of Directors to add or modify expense allocation policies, redefine CORE assets, and redetermine CORE’s per-ton usage fees at any time, in its sole discretion, without shareholder approval. Therefore, no amount of the Company’s net earnings shall be allocated to Class B to calculate EPS other than actual dividends declared during the period for the tracking stock. However, during the three months ended March 31, 2025, dividends declared by the Company were more than consolidated net income (loss) for the period, which resulted in an undistributed net loss for reporting purposes. The resulting undistributed net loss was allocated proportionately between outstanding Class A and Class B common stock based on the rights to residual net assets upon liquidation being equal between holders of Class A and Class B common stock. For the three months ended March 31, 2025, two dividends were declared for Class A common stock due to the timing of declaration, while only one dividend was declared for Class B common stock.

Diluted EPS is calculated using the treasury stock method for stock options and restricted stock units. For performance stock units, the awards are first evaluated under the contingently issuable shares guidance, which requires a determination as to whether shares would be issuable if the end of the reporting period were the end of the contingency period. For shares determined to be issuable under performance stock unit awards, the treasury stock method is then applied to determine the dilutive impact of the awards, if any. Unvested restricted stock awards are considered potential common shares as well as participating securities, as discussed previously, and are included in diluted EPS using the more dilutive of the treasury stock method or the two-class method. Since these awards share in dividends on a 1:1 basis with common shares, applying the treasury stock method is antidilutive compared to the basic EPS calculation that allocates earnings to participating securities under the two-class method discussed previously.

For the first quarter of 2025, diluted EPS for Class A Common stock excluded all outstanding awards of potential common stock because of the allocated net loss discussed above, and, therefore, the inclusion of any potential common shares would be antidilutive. Excluded Class A common stock awards were 649 thousand options to purchase Class A common stock, 666 thousand RSUs, and 1,568 thousand PSUs (at target). Excluded Class B common stock awards were 144 thousand options to receive Class B common stock, 38 thousand RSUs, and 231 thousand PSUs (at target). For the three months ended March 31, 2024, diluted EPS for Class A common stock excluded only the RSUs and PSUs granted in the first quarter of 2024, as discussed in Note 6, because the effect would have been antidilutive under the treasury stock method.