Net Income per Share | I. Net Income per Share The Company calculates net income per share using the two-class 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 O 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 stock options are determined by the Board of Directors at the time of grant. To date, stock options granted to employees vest over various service periods and/or based on the attainment of certain performance criteria and generally expire after ten years. In December 2018, the Employee Equity Incentive Plan was amended to permit the grant of restricted stock units. The restricted stock units generally vest over four years in equal number of shares. Each restricted stock unit represents an unfunded and unsecured right to receive one share of Class A Stock upon satisfaction of the vesting criteria. The unvested shares participate equally in dividends and are forfeitable. Prior to March 1, 2019, the Company granted restricted stock awards, generally vesting over five years in equal number of shares. The Company also grants stock options to its non-employee re-election non-employee Net Income per Common Share - The following table sets forth the computation of basic net income per share using the two-class method: Thirteen weeks ended March 28, March 30, 2020 2019 (in thousands, except per share data) Net income $ 18,234 $ 23,694 Allocation of net income for basic: Class A Common Stock $ 14,136 $ 17,525 Class B Common Stock 3,967 5,942 Unvested participating shares 131 227 $ 18,234 $ 23,694 Weighted average number of shares for basic: Class A Common Stock 9,425 8,606 Class B Common Stock* 2,645 2,918 Unvested participating shares 87 111 12,157 11,635 Net income per share for basic: Class A Common Stock $ 1.50 $ 2.04 Class B Common Stock $ 1.50 $ 2.04 * Change in Class B Common Stock resulted from the conversion of 100,000 shares to Class A Common Stock on August 8, 2019, 145,000 shares to Class A Common Stock on December 13, 2019 and 150,000 shares to Class A Common Stock on March 6, 2020 with the ending number of shares reflecting the weighted average for the period. Net Income per Common Share - 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 March 28, 2020 March 30, 2019 Earnings to Common Shares EPS Earnings to Common Shares EPS (in thousands, except per share data) As reported - $ 14,136 9,425 $ 1.50 $ 17,525 8,606 $ 2.04 Add: effect of dilutive potential common shares Share-based awards — 116 — 112 Class B Common Stock 3,967 2,645 5,942 2,918 Net effect of unvested participating shares 1 — 2 — Net income per common share - $ 18,104 12,186 $ 1.49 $ 23,469 11,636 $ 2.02 Weighted-average stock options to purchase approximately 33,000 and 15,000 shares of Class A Common Stock were outstanding during the thirteen weeks ended March 28, 2020 and March 30, 2019, respectively, but not included in computing dilutive income per common share because their effects were anti-dilutive. Additionally, performance-based stock options to purchase approximately 10,000 and 10,000 shares of Class A Common Stock were outstanding as of March 28, 2020 and March 30, 2019, respectively, but not included in computing diluted income per common share because the performance criteria of these stock options were not met as of the end of the reporting period. All of the performance-based stock options to purchase approximately 10,000 shares of Class A Common Stock that were excluded from computing diluted net income per common share as of March 28, 2020, were granted in 2016 to a key employee The vesting of these shares requires annual depletions, or sales by to retailers, of certain of the Company’s brands to attain various thresholds during the period from 2017 to 2023. |