Note 10 - Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

EARNINGS PER SHARE

NOTE 10—EARNINGS 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,
	2024		2023
Earnings attribution
Single class of common stock (through 6/20/2023)	$	N/A	$	25,257
Class A common stock		(106)		—
Class A restricted stock awards		1		—
Class B common stock		2,032		—
Class B restricted stock awards		72		—
Forfeitable dividends declared on unvested stock-based awards		33		—
Net income	$	2,032	$	25,257
	Three months ended March 31, 2024					Three months ended March 31, 2023
	Class A		Class B			Single Class
EPS calculations
Numerator
Net earnings (loss)	$	(106)	$	2,032	$	25,257
Denominator
Weighted average shares used to compute basic earnings per share		42,496		8,508		44,281
Dilutive effect of stock option awards		—		96		411
Dilutive effect of restricted stock units		—		32		—
Dilutive effect of performance stock units		—		162		—
Weighted average shares used to compute diluted earnings per share		42,496		8,798		44,692
Earnings per common share (dual-class structure)
Basic	$	(0.00)	$	0.24	$	0.57
Diluted	$	(0.00)	$	0.23	$	0.57

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 for the purpose of calculating EPS. Historically, the Company has shown EPS for its common stock and unvested restricted stock on a combined basis since both instruments participate on the same basis and the resulting EPS is typically the same. Starting 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 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 for the purpose of calculating EPS other than actual dividends declared during the period for the tracking stock. However, during the first quarter of 2024, dividends declared by the Company were only for Class B common stock and were slightly in excess of consolidated net income 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. The end result was that Class A common stock was attributed a small net loss while Class B was attributed net earnings for the purpose of calculating EPS.

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. In addition, the Company’s ability to convert Class B common shares into Class A common shares is a contingency that will not be reflected in the diluted EPS for Class A common stock under the if-converted method until such time that the required Board resolutions occur, if ever.

For the first quarter of 2024, diluted EPS for Class A common stock excluded all outstanding stock awards because of the allocation of the undistributed net loss discussed above, and, therefore, the inclusion of any potential common shares would be antidilutive. Excluded Class A common stock awards were 749 thousand options to purchase Class A common stock, 718 thousand restricted stock units, and 1,057 thousand performance stock units (at target). No potential common shares were excluded from the calculation of diluted EPS for Class B common stock.

Diluted EPS for the single class of common stock in the first quarter of 2023 excluded all outstanding restricted stock units (684 thousand units in total or 396 thousand units on a weighted average outstanding basis) because the effect would have been antidilutive. In addition, all outstanding performance stock units (767 thousand units at target) were excluded under the guidance for contingently issuable shares or, otherwise, because the effect would have been antidilutive.