Net Income per Share | G. Net Income per Share The Company calculates net income per share using the two-class method, which requires the Company to allocate net income to its Class A Common Shares, Class B Common Shares and unvested share-based payment awards that participate in dividends with common stock, in the calculation of net income per share. The Class A Common Stock has no voting rights, except (1) as required by law, (2) for the election of Class A Directors, and (3) that the approval of the holders of the Class A Common Stock is required for (a) certain future authorizations or issuances of additional securities which have rights senior to Class A Common Stock, (b) certain alterations of rights or terms of the Class A or Class B Common Stock as set forth in the Articles of Organization of the Company, (c) other amendments of the Articles of Organization of the Company, (d) certain mergers or consolidations with, or acquisitions of, other entities, and (e) sales or dispositions of any significant portion of the Company’s assets. The Class B Common Stock has full voting rights, including the right to (1) elect a majority of the members of the Company’s Board of Directors and (2) approve all (a) amendments to the Company’s Articles of Organization, (b) mergers or consolidations with, or acquisitions of, other entities, (c) sales or dispositions of any significant portion of the Company’s assets, and (d) equity-based and other executive compensation and other significant corporate matters. The Company’s Class B Common Stock is not listed for trading. Each share of the Class B Common Stock is freely convertible into one share of Class A Common Stock, upon request of the respective Class B holder, and participates equally in dividends. The Company’s unvested share-based payment awards include unvested shares (1) issued under the Company’s investment share program, which permits employees who have been with the Company for at least one year to purchase shares of Class A Common Stock and to purchase those shares at a discount ranging from 20% to 40% below market value based on years of employment starting after two years of employment, and (2) awarded as restricted stock awards at the discretion of the Company’s Board of Directors. The investment shares and restricted stock awards generally vest over five years in equal number of shares. The unvested shares participate equally in dividends. See Note M for a discussion of the current year unvested stock awards and issuances. Included in the computation of net income per diluted common share are dilutive outstanding stock options and restricted stock that are vested or expected to vest. At its discretion, the Board of Directors grants stock options and restricted stock to senior management and certain key employees. The terms of the employee The restricted stock units generally vest over in equal number of shares. The unvested shares participate equally in dividends and are forfeitable. The Company also grants stock options to its non-employee directors upon election or re-election to the Board of Directors. The number of option shares granted to non-employee directors is calculated based on a defined formula and these stock options vest immediately upon grant and expire after ten years. Net Income per Common Share - Basic The following table sets forth the computation of basic net income per share using the two-class method: Thirteen weeks ended Twenty-six weeks ended June 29, 2019 June 30, 2018 June 29, 2019 June 30, 2018 (in thousands, except per share data) (in thousands, except per share data) Net income $ 27,856 $ 23,535 $ 51,550 $ 32,845 Allocation of net income for basic: Class A Common Stock $ 20,639 $ 17,290 $ 38,161 $ 24,187 Class B Common Stock 6,964 6,020 12,908 8,400 Unvested participating shares 253 225 481 258 $ 27,856 $ 23,535 $ 51,550 $ 32,845 Weighted average number of shares for basic: Class A Common Stock 8,648 8,667 8,627 8,690 Class B Common Stock* 2,918 3,018 2,918 3,018 Unvested participating shares 106 112 109 93 11,672 11,797 11,654 11,801 Net income per share for basic: Class A Common Stock $ 2.39 $ 1.99 $ 4.42 $ 2.78 Class B Common Stock $ 2.39 $ 1.99 $ 4.42 $ 2.78 * Change in Class B Common Stock resulted from the conversion of 100,000 shares to Class A Common Stock on November 1, 2018 with the ending number of shares reflecting the weighted average for the period. Net Income per Common Share - Diluted The Company calculates diluted net income per share for common stock using the more dilutive of (1) the treasury stock method, or (2) the two-class The following table sets forth the computation of diluted net income per share, assuming the conversion of all Class B Common Stock into Class A Common Stock and using the two-class Thirteen weeks ended June 29, 2019 June 30, 2018 Earnings to Common Shares EPS Earnings to Common Shares EPS (in thousands, except per share data) As reported - basic $ 20,639 8,648 $ 2.39 $ 17,290 8,667 $ 1.99 Add: effect of dilutive potential common shares Share-based awards — 118 — 102 Class B Common Stock 6,964 2,918 6,020 3,018 Net effect of unvested participating shares 2 — 2 — Net income per common share - diluted $ 27,605 11,684 $ 2.36 $ 23,312 11,787 $ 1.98 Twenty-six weeks ended June 29, 2019 June 30, 2018 Earnings to Common Shareholders Common Shares EPS Earnings to Common Shareholders Common Shares EPS (in thousands, except per share data) As reported - basic $ 38,161 8,627 $ 4.42 $ 24,187 8,690 $ 2.78 Add: effect of dilutive potential common shares Share-based awards — 115 — 101 Class B Common Stock 12,908 2,918 8,400 3,018 Net effect of unvested participating shares 5 — 2 — Net income per common share - diluted $ 51,074 11,660 $ 4.38 $ 32,589 11,809 $ 2.76 During the thirteen and twenty-six weeks ended June 29, 2019, weighted-average stock options to purchase approximately 10,000 and 6,000 shares of Class A Common Stock were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. During the thirteen and twenty-six weeks ended June 30, 2018, weighted-average stock options to purchase approximately 537,000 and 671,000 shares of Class A Common Stock were outstanding but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase approximately 18,000 and 63,000 shares of Class A Common Stock were outstanding as of June 29, 2019 and June 30, 2018, respectively, but not included in computing diluted income per common share because the performance criteria of these stock options was not met as of the end of the reporting period. Of performance-based stock options to purchase approximately 18,000 shares of Class A Common Stock that were excluded from computing diluted net income per common share as of June 29, 2019, 15,000 shares were granted in 2016 to two key employees. The vesting of these shares requires annual depletions, or sales by Distributors to retailers, of certain of the Company’s brands to attain various thresholds during the period from 2017 to 2023. The remaining 3,000 shares were granted in 2017 to executive officers and the vesting of these shares requires annual depletions to attain certain thresholds in 2019. |