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Net (Loss) Income Per Share
12 Months Ended
Dec. 31, 2016
Earnings Per Share [Abstract]  
Net (Loss) Income Per Share

3. NET (LOSS) INCOME PER SHARE

Basic net (loss) income per share has been computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period, without consideration for common share equivalents.

Diluted net (loss) income per share has been computed by dividing the net (loss) income by the sum of the weighted-average number of common shares and common share equivalents outstanding during the period, to the extent that such common share equivalents are dilutive.

For the years ended December 31, 2016 and 2015, all common share equivalents have been excluded from the calculation of diluted net loss per share, as their effect would be antidilutive.

For the year ended December 31, 2014, certain common share equivalents have been included in diluted net income per share, as their effect is dilutive. For the year ended December 31, 2014, common share equivalents include: (i) options and warrants to purchase common stock; (ii) options and warrants to purchase convertible preferred stock prior to their conversion into options and warrants to purchase common stock upon the IPO; and (iii) convertible preferred stock and the subordinated convertible note prior to their conversion into common stock upon the IPO. Common share equivalents for convertible preferred stock and the subordinated convertible note are determined using the if-converted method. Common share equivalents for options and warrants are determined using the treasury-stock method.

The following tables set forth the computation of the Company’s basic and diluted net (loss) income per share (in thousands, except shares and per share data):

 

 

 

Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attributable to CareDx, Inc. used

   to compute basic net loss per share

 

$

(39,469

)

 

$

(13,707

)

 

$

781

 

Add: interest expense related to subordinated

   convertible note

 

 

 

 

 

 

 

 

364

 

Less: gain on change in fair value of derivative

   related to subordinated convertible note

 

 

 

 

 

 

 

 

(118

)

Less: gain on extinguishment of derivative related

   to subordinated convertible note

 

 

 

 

 

 

 

 

(120

)

Net (loss) income attributable to CareDx, Inc. used

   to compute diluted net loss per share

 

$

(39,469

)

 

$

(13,707

)

 

$

907

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares used to compute basic

   net (loss) income per share attributable to

   CareDx, Inc.

 

 

16,496,911

 

 

 

11,860,885

 

 

 

5,815,928

 

Effect of potentially dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock

 

 

 

 

 

 

 

 

 

Convertible preferred stock

 

 

 

 

 

 

 

 

2,972,051

 

Subordinated convertible note

 

 

 

 

 

 

 

 

134,341

 

Employee stock options

 

 

 

 

 

 

 

 

360,681

 

Weighted-average shares used to compute diluted

   net (loss) income per share attributable to

   CareDx, Inc.

 

 

16,496,911

 

 

 

11,860,885

 

 

 

9,283,001

 

Net (loss) income per share attributable to

   CareDx, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(2.39

)

 

$

(1.16

)

 

$

0.13

 

Diluted

 

$

(2.39

)

 

$

(1.16

)

 

$

0.10

 

 

The following potentially dilutive securities have been excluded from diluted net (loss) income per share, because their effect would be antidilutive:

 

 

 

Year Ended December 31,

 

 

 

2016

 

 

2015

 

 

2014

 

Shares of common stock subject to outstanding

   options

 

 

1,757,309

 

 

 

1,577,317

 

 

 

539,645

 

Shares of common stock subject to outstanding

   common stock warrants

 

 

3,259,926

 

 

 

301,069

 

 

 

213,677

 

Restricted stock units

 

 

306,245

 

 

 

106,200

 

 

 

 

Total common stock equivalents

 

 

5,323,480

 

 

 

1,984,586

 

 

 

753,322

 

 

The Company issued 4,630,145 shares of preferred stock pursuant to the Private Placement and Subsequent Financing, which were completed on April 14, 2016 and June 15, 2016, respectively. All of the preferred stock was converted to common stock upon receipt of the Requisite Stockholder Approval on June 16, 2016. As of December 31, 2016, there was no preferred stock outstanding. On September 26, 2016, the Company completed the Public Offering pursuant to which the Company issued and sold an aggregate of 2,250,000 shares of common stock.