Net Income Per Share

3 Months Ended

Feb. 28, 2017

Note 11. Net Income Per Share

Basic net income per share is computed by dividing net income for the three months ended February 28, 2017 and February 29, 2016, respectively, attributable to Class A shareholders by the weighted average number of Class A shares outstanding for the applicable period. Diluted net income per share is computed using basic weighted average Class A shares outstanding plus, if dilutive, any potentially dilutive securities outstanding during the period using the treasury-stock-type method. Pursuant to the Exchange Agreement entered into among the Partnership, the General Partner, OpCo, a wholly owned subsidiary of SunPower and a wholly owned subsidiary of First Solar, the Sponsors can tender OpCo common units and an equal number of such Sponsor’s Class B shares for redemption, and the Partnership has the right to directly purchase the tendered OpCo common units and Class B shares for, subject to the approval of its conflicts committee, cash or the issuance of Class A shares of the Partnership. If the Partnership elects to issue Class A shares, it would cancel the tendered Class B shares and hold the OpCo common units with the other OpCo common units it previously held, since the number of Class A shares issued must at all time equal the number of OpCo common units held by the Partnership. Since the Partnership would be holding additional OpCo common units, the net income attributable to Class A shares would proportionately increase, resulting in no change to net income per share for the three months ended February 28, 2017 and February 29, 2016, respectively. In addition, there were no potentially dilutive securities (including any stock options, restricted stock and restricted stock units) for the three months ended February 28, 2017 and February 29, 2016, respectively. Accordingly, basic and diluted net income per share for the three months ended February 28, 2017 and February 29, 2016, respectively was as follows:

	Three Months Ended
	February 28,		February 29,
(in thousands, except per share amounts)	2017		2016
Basic net income per share:
Numerator:
Net income attributable to Class A shareholders	$	861	$	5,308

Denominator:
Basic weighted-average shares		28,073		20,007

Basic net income per share	$	0.03	$	0.27

Diluted net income per share:
Numerator:
Net income attributable to Class A shareholders	$	861	$	5,308
Add: Additional net income attributable to Class A shares due to increased percentage ownership in OpCo, net of tax, from the conversion of Class B shares		514		4,112
	$	1,375	$	9,420

Denominator:
Basic weighted-average shares		28,073		20,007
Effect of dilutive securities:
Class B shares (1)		15,500		15,500
Diluted weighted-average shares		43,573		35,507

Diluted net income per share	$	0.03	$	0.27

(1)	Up to the amount of OpCo common units held by Sponsors