Flowco Holdings Inc. Earnings Per Share Disclosure
Note 11 – Earnings Per Share
Basic earnings per share is computed by dividing net income attributable to the Company by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share is computed by adjusting the net income available to the Company and the weighted average shares outstanding to give effect to potentially dilutive securities. Shares of Class B common stock are not entitled to receive any distributions or dividends and are therefore excluded from this presentation since they are not participating securities.
Earnings per share is presented for the period from after the IPO, January 16, 2025, to December 31, 2025. Prior to the IPO, the membership structure consisted of Common Units and Class A Units. Flowco Holdings’ current capital structure is not reflective of the capital structure of Flowco LLC prior to the IPO and the Transactions. Therefore, earnings per share has not been presented for the period of the years prior to the IPO.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted net income per share of Class A common stock for the periods following the Transactions (in thousands, except per share amounts):
(in thousands, except share and per share data) |
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Period from |
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||
Numerator: |
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|
|
|
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Net income attributable to Flowco Holdings, Basic |
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$ |
|
41,398 |
|
Add: Net income impact from assumed redemption of all LLC Interests to common stock |
|
|
|
90,804 |
|
Less: Income tax expense on net income attributable to NCI at 22.2% |
|
|
|
(20,158 |
) |
Net income attributable to Flowco Holdings, Diluted |
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$ |
|
112,044 |
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|
|
|
|
|
|
Denominator: |
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|
|
|
|
Weighted average shares of common stock outstanding, Basic |
|
|
|
26,977,063 |
|
Dilutive effects of: |
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|
|
|
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LLC Interests that are exchangeable to common stock |
|
|
|
63,249,163 |
|
Unvested RSU's |
|
|
|
446,795 |
|
Weighted average shares of common stock outstanding, Diluted |
|
|
|
90,673,021 |
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
|
1.53 |
|
Diluted earnings per share |
|
$ |
|
1.24 |
|
Net income attributable to the redeemable non-controlling interests added back to net income in the fully dilutive computation has been adjusted for income taxes which would have been expensed had the income been recognized by the Company, a taxable entity. The weighted average common shares outstanding in the diluted computation per share assumes all outstanding LLC Interests are redeemed and exchanged with the shares of Class A common stock rather than cash-settle.
The dilutive impact of LLC Interests assumed to be redeemed in exchange for the issuance of Class A common stock was included in the computation of diluted earnings per share under the if-converted method for the period from January 16, 2025, to December 31, 2025. The impact of unvested RSUs was dilutive and has been included using the treasury stock method.
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.