Earnings Per Share

3 Months Ended

Mar. 31, 2025

NOTE 9. Earnings Per Share

Basic (loss) earnings per share is calculated by dividing Net (loss) income by the weighted-average number of shares of the Company's common stock outstanding. Diluted (loss) earnings per share is similarly calculated, except that the calculation includes the dilutive effect of the assumed issuance of shares under stock-based compensation plans, unless the inclusion of such shares would have an anti-dilutive impact. As part of the AccuTrade acquisition, the Company may have had to pay up to $15.0 million of the contingent consideration in shares of the Company's common stock at a future date. The performance period associated with this contingent consideration ended in February 2025, and given the contingency was not met, no shares were issued and have been excluded from the table below. Therefore, those potential shares have been excluded from the computations below. As part of the DealerClub Acquisition, the Company may pay up to $88.0 million of the contingent consideration in shares of the Company's stock at a future date if mutually agreed upon. Those potential shares have been excluded from the computations below as they are contingently issuable shares, and the contingency to which the issuance relates was not met at the end of the reporting period. The computation of (loss) earnings per share is as follows (in thousands, except per share amounts):


	Three Months Ended March 31,
	2025			2024
Net (loss) income	$	(2,013	)	$	784
Basic weighted-average common shares outstanding		64,467			66,318
Effect of dilutive stock-based compensation awards (1)		—			973
Diluted weighted-average common shares outstanding		64,467			67,291
(Loss) earnings per share, basic	$	(0.03	)	$	0.01
(Loss) earnings per share, diluted		(0.03	)		0.01

(1)

There were 2,469 and 1,416 potential common shares excluded from diluted weighted-average common shares outstanding for the three months ended March 31, 2025 and 2024, respectively, as their inclusion would have had an anti-dilutive effect.