STANDARD BIOTOOLS INC. Earnings Per Share Disclosure
14. Net Loss Per Share
The Company’s basic and diluted net loss per share is calculated by dividing net loss less any redemption or induced conversion on the Series B Preferred Stock by the weighted-average number of shares of common stock outstanding for the period. RSUs, PSUs, options to purchase the Company’s common stock, restricted stock, ESPP shares pending issuance, Series B Preferred Stock and Convertible Notes are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented.
As described above, on March 18, 2024, the Company consummated the Exchange in which all outstanding Series B Preferred Stock were exchanged for an aggregate of 92,930,553 shares of the Company's common stock. This transaction was determined to be an induced conversion due a reduction in the original conversion price. The excess of the fair value of the common stock issued over the fair value of shares issuable under original terms represents an in-substance distribution to the Investors, and was included as a reduction to the numerator in calculating earnings per share.
Computation of net loss per share for the years ended December 31, 2024, 2023, and 2022, was as follows (in thousands, except per share data):
|
|
Year Ended December 31, |
|
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|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|||
Net loss from operations |
|
$ |
(138,885 |
) |
|
$ |
(74,656 |
) |
|
$ |
(190,098 |
) |
Induced conversion of redeemable preferred stock |
|
|
(46,014 |
) |
|
|
— |
|
|
|
— |
|
Net loss attributable to common stockholders |
|
$ |
(184,899 |
) |
|
$ |
(74,656 |
) |
|
$ |
(190,098 |
) |
|
|
|
|
|
|
|
|
|
|
|||
Denominator: |
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares outstanding during the period |
|
|
353,245 |
|
|
|
79,160 |
|
|
|
78,305 |
|
Net loss per share attributable to common stockholders, basic and diluted |
|
$ |
(0.52 |
) |
|
$ |
(0.94 |
) |
|
$ |
(2.43 |
) |
The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2024 |
|
|
2023 |
|
|
2022 |
|
|||
RSUs, PSUs, stock options, restricted shares and ESPP shares |
|
|
52,602 |
|
|
|
16,740 |
|
|
|
15,752 |
|
Series B Preferred Stock |
|
|
— |
|
|
|
75,164 |
|
|
|
75,164 |
|
2019 Notes |
|
|
— |
|
|
|
18,966 |
|
|
|
18,966 |
|
2014 Notes |
|
|
5 |
|
|
|
10 |
|
|
|
10 |
|
Warrants |
|
|
11,692 |
|
|
|
— |
|
|
|
— |
|
Total |
|
|
64,299 |
|
|
|
110,880 |
|
|
|
109,892 |
|
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.