Net Income Per Share

3 Months Ended

Feb. 28, 2018

Basic net income per share is computed by dividing net income 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 times 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, 2018 and February 28, 2017. 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, 2018 and February 28, 2017.

The following table presents the calculation of basic and diluted net income per share:



	Three Months Ended
(in thousands, except per share amounts)	February 28, 2018		February 28, 2017
Basic net income per share:
Numerator:
Net income attributable to Class A shareholders	$	9,947	$	861
Denominator:
Basic weighted-average shares	28,089		28,073

Basic net income per share	$	0.35	$	0.03

Diluted net income per share:
Numerator:
Net income attributable to Class A shareholders	$	9,947	$	861
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	5,191		514
	$	15,138	$	1,375
Denominator:
Basic weighted-average shares	28,089		28,073
Effect of dilutive securities:
Class B shares (1)	15,500		15,500
Diluted weighted-average shares	43,589		43,573

Diluted net income per share	$	0.35	$	0.03


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