Earnings Per Share

9 Months Ended

Oct. 01, 2022

Prior to the Business Combination, the QualTek HoldCo membership structure included Class A Units, Preferred Class B Units, and Class P Units with only Class A Units outstanding upon the Closing of the Business Combination. The Company analyzed the calculation of net loss 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, the basic and diluted loss per share for the nine months ended October 1, 2022 represents only the period from February 14, 2022 to October 1, 2022.

The Company calculated the basic and diluted loss per share for the period following the Business Combination under the two-class method. The Earnout Shares are considered legally issued and outstanding shares of Class A and Class B common stock, subject to restrictions on transfer and voting. The Blocker Owner Earnout Shares are entitled to receive, ratably with the other outstanding Class A common stock, dividends, and other distributions prior to vesting. The Earnout Voting Shares have only voting rights and therefore are not entitled to receive any distributions. The basic and diluted net loss per share is presented in conformity with the two-class method required for participating securities, as the Blocker Owner Earnout Shares are considered participating securities. The net loss per share amounts is the same for Class A common stock and the Blocker Owner Earnout Shares because the holders of each are legally entitled to equal per share earnings, losses, and distributions, whether through dividends or liquidation. Shares of Class B common stock do not participate in the earnings or losses of the Company and, therefore, are not participating securities. As such, a separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented.

The basic loss per share was computed by dividing net loss attributable to common shareholders for the period subsequent to the Business Combination by the weighted average number of shares of Class A common stock outstanding for the same period. Diluted loss per share was computed in a manner consistent with that of basic loss per share while giving effect to all shares of potentially dilutive common stock that were outstanding during the period.

The following tables present the calculation of basic and diluted loss per share for the three months ended October 1, 2022 and for the period from February 14, 2022 to October 1, 2022 following the Business Combination when the Company had Class A common stock outstanding (in thousands, except share and per share data):


Basic:
	Three months ended October 1, 2022		February 14, 2022 through October 1, 2022

Numerator:
Net loss	$	(6,920)	$	(43,513)
Less: Loss attributable to non-controlling interests	(3,778)		(23,725)
Net loss attributable to QualTek Services Inc.	(3,142)		(19,788)
Less: Loss attributable to participating securities	(292)		(1,841)
Net loss attributable to Class A common shareholders, basic	$	(2,850)	$	(17,947)

Denominator:
Weighted average Class A common shares outstanding	24,446,284		24,446,284
Less: Weighted average unvested Blocker Owner Earnout Shares outstanding	(2,274,934)		(2,274,934)
Weighted average Class A common shares outstanding, basic	22,171,350		22,171,350

Net loss per share - basic	$	(0.13)	$	(0.81)


Diluted:
	Three months ended October 1, 2022		February 14, 2022 through October 1, 2022

Numerator:
Net loss	$	(6,920)	$	(43,513)
Less: Loss attributable to non-controlling interests	(544)		(3,418)
Net loss attributable to Class A and B common shareholders, diluted	(6,376)		(40,095)
Less: Loss attributable to participating securities	(307)		(1,930)
Net loss attributable to Class A common shareholders, diluted	$	(6,069)	$	(38,165)

Denominator:
Weighted average Class A common shares outstanding	24,446,284		24,446,284
Less: weighted average unvested Blocker Owner Earnout Shares outstanding	(2,274,934)		(2,274,934)
Add: Weighted-average Class B common shares if converted to Class A common shares outstanding (excluding Earnout Voting shares)	22,827,398		22,827,398
Weighted average Class A and B common shares outstanding, diluted	44,998,748		44,998,748

Net loss per share - diluted	$	(0.13)	$	(0.85)

The condensed consolidated statements of operations and comprehensive loss reflect a net loss in the period presented and therefore the effect of the following securities are not included in the calculation of diluted loss per share as including them would have had an anti-dilutive effect:


	Three months ended October 1, 2022	February 14, 2022 through October 1, 2022
Excluded from the calculation (1)
Stock options	5,161,375	5,161,375
Private Placement Warrants	101,992	101,992
Public Warrants	2,874,979	2,874,979
Convertible Notes	12,468,500	12,468,500
Total potentially dilutive shares excluded from calculation	20,606,846	20,606,846

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(1)This table excludes Earnout Voting Shares as the earn out contingency has not been met at period end.


	Three months ended October 2, 2021		Nine months ended October 2, 2021
Numerator
Income (loss) from continuing operations	$	19,466	$	(20,441)
Loss from discontinued operations	(4,985)		(8,114)
Net income (loss)	14,481		(28,555)
Less: accrued preferred return	—		1,638
Net income (loss) attributable to Class A common shareholders - basic and diluted	$	14,481	$	(30,193)

Denominator
Weighted average Class A common shares outstanding - basic	11,923,941		11,839,015
Add: weighted average Class B common shares if converted to Class A common shares	12,034,098		—
Add: Pre-PIPE Notes	3,322,361		—
Weighted average Class A and B common shares outstanding - diluted	27,280,400		11,839,015

Continuing operations - basic	$	1.63	$	(1.86)
Continuing operations - diluted	$	0.71	$	(1.86)
Discontinued operations - Class A - basic and diluted	$	(0.42)	$	(0.69)
Net income (loss) - basic	$	1.21	$	(2.55)
Net income (loss) - diluted	$	0.30	$	(2.55)


									Nine months ended October 2, 2021
Excluded from the calculation
Class B common stock									12,034,098
Pre-PIPE Notes									3,322,361
Total potentially dilutive shares excluded from calculation									15,356,459