Net Loss per Share

12 Months Ended

Sep. 28, 2024

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. Since the Company incurred net losses for each of the periods presented, diluted net loss per share is the same as basic net loss per share.

Prior to the Business Combination, the membership structure of Legacy Warehouse included units which shared in the profits and losses of Legacy Warehouse. 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 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 period ended September 24, 2022 represent only the period of June 8, 2022 to September 24, 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):


	Year Ended
	September 28, 2024		September 30, 2023		September 24, 2022
Numerator - basic and diluted
Net loss	$	(84,672)	$	(207,894)	$	(139,089)
Less: Net loss attributable to Warehouse Technologies LLC unitholders prior to the Business Combination	—		—		(72,134)
Less: Net loss attributable to the noncontrolling interest post Business Combination	(71,182)		(184,028)		(60,092)
Net loss attributable to common shareholders	$	(13,490)	$	(23,866)	$	(6,863)
Denominator - basic and diluted
Weighted-average shares of Class A Common Stock outstanding	95,697,368		64,338,580		54,086,381
Loss per share of Class A Common Stock - basic and diluted	$	(0.14)	$	(0.37)	$	(0.13)

The Company’s Class V-1 Common Stock and Class V-3 Common Stock 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 Common Stock and Class V-3 Common Stock under the two-class method has not been presented.

The Company uses the treasury stock method and the average market price per share during the period for calculating any potential dilutive effect of the restricted stock units (“RSUs”), ESPP, and Warrant Units (defined below). The average stock price for the year ended September 28, 2024 was $38.79. For the year ended September 28, 2024, there were 5,636,703 potentially dilutive common stock equivalents related to the RSUs. The Warrant Units and ESPP shares were not included as they created an anti-dilutive effect.

The average stock price for the year ended September 30, 2023 was $25.30. For the year ended September 30, 2023, there were 7,635,238 and 9,598,620 potentially dilutive common stock equivalents related to the RSUs and Warrant Units, respectively. The ESPP shares were not included as they created an anti-dilutive effect.