Net Loss per Share

9 Months Ended

Jun. 25, 2022

Basic earnings per share of Class A common stock is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net loss attributable to common shareholders adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive elements. Diluted loss per share for all periods presented is the same as basic loss per share as the inclusion of the potentially issuable shares would be anti-dilutive.

Prior to the Business Combination, the membership structure of Warehouse Technologies LLC included units which shared in the profits and losses of Warehouse Technologies LLC. The Company analyzed the calculation of earnings per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements. Therefore, earnings per share information has not been presented for periods prior to the Business Combination on June 7, 2022. The basic and diluted earnings per share for the three and nine months ended June 25, 2022 represent only the period of June 8, 2022 to June 25, 2022.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock (in thousands, except per share information):


	Three Months Ended		Nine Months Ended
	June 25, 2022		June 25, 2022
Numerator - basic and diluted
Net loss	$	(32,875)	$	(85,831)
Less: Net loss attributable to Warehouse Technologies LLC unitholders prior to the Business Combination	(19,178)		(72,134)
Less: Net loss attributable to the noncontrolling interest post Business Combination	(12,383)		(12,383)
Net loss attributable to common shareholders	$	(1,314)	$	(1,314)
Denominator - basic and diluted
Weighted-average shares of Class A common shares outstanding	50,664,146		50,664,146
Loss per share of Class A common stock - basic and diluted	$	(0.03)	$	(0.03)

Shares of the Company’s Class V-1 and Class V-3 Voting Shares do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V-1 and Class V-3 Voting Shares common stock under the two-class method has not been presented.

At June 25, 2022, the Company excluded from the calculation of diluted earnings per share 60,844,573 shares of Class V-1 common stock, 416,933,025 shares of Class V-3 common stock, 15,870,411 unvested warrants, 20,000,000 Earnout Interests, and 3,616,000 Sponsor Shares as their effect would have been anti-dilutive.