Basic and Diluted Loss Per Share

9 Months Ended

Sep. 30, 2024

7.	Basic and Diluted Loss Per Share

Basic earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding during the period. The Class A and Class B common stock are identical in their rights and privileges, except that shares of Class B common stock are subject to transfer restrictions prior to their conversion into Shares of Class A common stock. Therefore, the basic earnings per share for Class A and Class B common stock will be equal. Diluted earnings per share of Class A and Class B common stock is computed by dividing net income attributable to Guardian Pharmacy Services, Inc. by the weighted-average number of shares of Class A and Class B common stock outstanding, adjusted to give effect to potentially dilutive elements. As the Company recorded a net loss in the three and nine months period ended September 30, 2024, the potential adjustments to basic earnings per share were anti-dilutive, and thus, basis earnings per share and diluted earnings per share are equal.

The $55,176 Merger Consideration payment made to Class B common stock stockholders in connection with the Corporate Reorganization and IPO did not have an impact on income available to common stockholders.

The Company analyzed the calculation of earnings per unit, related to units of Guardian Pharmacy, LLC, for periods prior to the IPO and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Further, the Company had no operations prior to the Corporate Reorganization and the number of shares issued prior to the Corporate Reorganization was 100, which we have determined is not meaningful. Therefore, earnings per share information has not been presented for the three and nine months ended September 30, 2023, and the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2024 represent the post IPO period from September 27, 2024 to September 30, 2024 only.

The following table sets forth (in thousands) the computation of net income (loss) attributable to the Company used to compute basic net income (loss) per share of Class A and Class B common stock for the quarter ended September 30, 2024.


(in thousands)	Three Months Ended September 30, 2024			Nine Months Ended September 30, 2024
Numerator:
Net income (loss)		(105,817	)		(82,874	)
Less: Net income attributable to Guardian Pharmacy, LLC before Corporate Reorganization		9,350			22,760
Less: Net income attributable to noncontrolling interests		6,823			16,356

Net income (loss) attributable to Guardian Pharmacy Services, Inc.		(121,990	)		(121,990	)

The following table sets forth the computation of basic and diluted net income per share of Class A and Class B common stock (in thousands, except share amounts, and per share amounts):


	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	Class A			Class B			Class A			Class B
Basic net income (loss) per share attributable to common stockholders
Numerator:
Allocation of net income (loss) attributable to Guardian Pharmacy Inc.	$	(16,560	)	$	(105,430	)	$	(16,560	)	$	(105,430	)
Denominator:
Weighted average number of shares of Class A and Class B common stock outstanding		8,300,000			52,843,311			8,300,000			52,843,311

Basic net income (loss) per share attributable to common stockholders	$	(2.00	)	$	(2.00	)	$	(2.00	)	$	(2.00	)


Diluted net income (loss) per share attributable to common stockholders
Numerator:
Allocation of net income (loss) attributable to Guardian Pharmacy Inc.	$	(16,560	)	$	(105,430	)	$	(16,560	)	$	(105,430	)
Denominator:
Number of shares used in basic computation		8,300,000			52,843,311			8,300,000			52,843,311
Dilutive Restricted Stock Units and Class B Common Stock		—			—			—			—

Weighted average shares of Class A and Class B common stock outstanding used to calculate diluted net income (loss) per share		8,300,000			52,843,311			8,300,000			52,843,311

Diluted net income (loss) per share attributable to common stockholders	$	(2.00	)	$	(2.00	)	$	(2.00	)	$	(2.00	)

The following potentially dilutive shares were not included in the calculation of diluted shares outstanding as the effect would have been anti-dilutive:


	Three Months Ended September 30, 2024				Nine Months Ended September 30, 2024
	Class A		Class B		Class A		Class B
Anti-dilutive unvested Restricted Stock Units and Class B Common Stock		60,543		385,460		60,543		385,460

Total anti-dilutive securities		60,543		385,460		60,543		385,460