Basic and Diluted Loss Per Share

6 Months Ended

Aug. 01, 2021

BASIC AND DILUTED LOSS PER SHARE

The following table presents the calculation of basic and diluted loss per share for July 23, 2021 to August 1, 2021, the period following the Reorganization Transactions.

Basic loss per share is computed by dividing net loss attributable to Core & Main for the period following the Reorganization Transactions by the weighted average number of shares of Class A common stock outstanding during the same period. Shares of Class A common stock issued during the period, including shares of Class A common stock issued in the IPO Transaction, were weighted for the portion of the period in which the shares of Class A common stock were outstanding. The Company did not apply the two-class method because shares of Class B common stock do not participate in earnings or losses of Core & Main. As a result, the shares of Class B common stock are not considered participating securities and are not included in the weighted average shares outstanding for purposes of loss per share. Losses allocated to holders of non-controlling interests were excluded from losses available to the Class A common stock. There were no preferred dividends and no shares of preferred stock outstanding for the period.

The diluted net loss per share calculation includes the basic weighted average number of shares of Class A common stock outstanding plus the dilutive impact of potential outstanding shares of Class A common stock that would be issued upon exchange of Partnership Interests and shares of Class B common stock, under the if-converted method, if dilutive. The treasury stock method is applied to outstanding awards, including unvested Partnership Interests and outstanding stock appreciation rights.

The Company analyzed the calculation of net income per unit for periods prior to the Reorganization Transactions and determined that it resulted in values that would not be meaningful to the users of these unaudited condensed consolidated financial statements due to the effects of the Reorganization Transactions on July 22, 2021. Therefore, earnings per unit information has not been presented for the three and six months ended August 2, 2020.


Basic loss per share:	July 23, 2021 through August 1, 2021
Net loss	$	(37.0)
Net loss attributable to non-controlling interests	(17.0)
Net loss available to Class A common stock	(20.0)
Weighted average shares outstanding	138,978,366
Net loss per share	$	(0.14)
Diluted loss per share:
Net loss available to common shareholders - diluted	$	(20.0)
Weighted average shares outstanding - diluted	138,978,366
Net loss per share - diluted	$	(0.14)

For the period from July 23, 2021 to August 1, 2021, 81,006,587 vested Partnership Interests, each weighted for the portion of the period for which they were outstanding, together with a corresponding number of shares of Class B common stock which were exchangeable for Class A common stock were not included in the computation of diluted loss per share because the effect would have been anti-dilutive.

For the period from July 23, 2021 to August 1, 2021, 3,129,034 unvested Partnership Interests, each weighted for the portion of the period for which they were outstanding, together with a corresponding number of shares of Class B common stock which were exchangeable for Class A common stock were not included in the computation of diluted loss per share because the effect would have been anti-dilutive.

For the period from July 23, 2021 to August 1, 2021, 633,683 stock appreciation rights, each weighted for the portion of the period for which they were outstanding, pursuant to which shares of Class A common stock will be issuable were not included in the computation of diluted loss per share because the effect would have been anti-dilutive.