Rodgers Silicon Valley Acquisition Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Net Earnings (Loss) per Share

Net Earnings (Loss) per Share

6 Months Ended

Jul. 03, 2022

The Company computes net earnings per share (“EPS”) of common stock using the two-class method. Basic EPS is computed using net income (loss) divided by the weighted-average number of common stock shares outstanding. Diluted EPS is computed using net income (loss) with an adjustment of changes in fair value of the Private Placement Warrants recorded in earnings divided by the total of weighted-average number of common stock shares outstanding and any dilutive potential common stock shares outstanding. Dilutive potential common stock shares included the assumed stock options exercises, vesting and issuance activities of restricted stock units and estimated common stock issuance under the employee stock purchase plan.

In connection with the Business Combination, shares of the Company’s common stock and all potentially dilutive securities for the prior periods were retroactively adjusted based on the exchange ratio established in the Business Combination. Please refer to Note 3 “Business Combination” to the consolidated financial statements for the fiscal year ended January 2, 2022 included in the Annual Report.

The following table sets forth the computation of the Company’s basic and diluted net EPS of common stock for the periods presented below (in thousands, except share and per share amount):


	Quarters Ended				Fiscal Years-to-Date Ended
	July 3, 2022		June 30, 2021		July 3, 2022		June 30, 2021

Numerator:
Net income (loss) attributable to common stockholders - basic	$	(1,135)	$	(14,303)	$	41,572	$	(30,468)
Increase in fair value of Private Placement Warrants	(26,400)		—		(94,200)		—
Net loss attributable to common stockholders - diluted	$	(27,535)	$	(14,303)	$	(52,628)	$	(30,468)

Denominator:
Weighted-average shares outstanding used in computing net income (loss) per share of common stock, basic	152,521,389		97,433,726		152,082,655		96,629,530
Dilutive effect of Private Placement Warrants	—		—		842,148		—
Weighted-average shares outstanding used in computing net loss per share of common stock, diluted	152,521,389		97,433,726		152,924,803		96,629,530

Net income (loss) per share of common stock:
Basic	$	(0.01)	$	(0.15)	$	0.27	$	(0.32)
Diluted	$	(0.18)	$	(0.15)	$	(0.34)	$	(0.32)

The following table discloses shares of the securities that were not included in the diluted EPS calculation above because they are anti-dilutive for the periods presented above. As the Company reported net loss for the quarters ended July 3, 2022 and June 30, 2021 and the year-to-date ended June 30, 2021, all of these potentially dilutive securities were anti-dilutive and are excluded in the computation of diluted net loss per share. Accordingly, the diluted net loss per share for those periods equal to the basic net loss per share.


	July 3, 2022	June 30, 2021
Stock options outstanding	5,359,658	5,547,490
Restricted stock units and performance restricted stock units outstanding	5,902,643	—
Private Placement Warrants	6,000,000	—

Employee stock purchase plan estimated shares	380,847	—