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Common Stock and Stock-Based Compensation
9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Common Stock and Stock-Based Compensation

L. Common Stock and Stock-Based Compensation

 

Option Activity

 

Information related to stock options under the Restated Employee Equity Incentive Plan and the Stock Option Plan for Non-Employee Directors is summarized as follows:

 

 

 

Shares

 

 

Weighted-
Average
Exercise Price

 

 

Weighted-
Average
Remaining
Contractual
Term in Years

 

 

Aggregate
Intrinsic
Value
(in thousands)

 

Outstanding at December 31, 2022

 

 

204,245

 

 

$

334.26

 

 

 

 

 

 

 

Granted

 

 

51,278

 

 

 

324.78

 

 

 

 

 

 

 

Exercised

 

 

(47,005

)

 

 

198.43

 

 

 

 

 

 

 

Forfeited/ Expired

 

 

(7,219

)

 

 

410.53

 

 

 

 

 

 

 

Outstanding at September 30, 2023

 

 

201,299

 

 

$

360.83

 

 

 

6.12

 

 

$

18,439

 

Exercisable at September 30, 2023

 

 

97,832

 

 

$

300.59

 

 

 

4.70

 

 

$

11,591

 

Vested and expected to vest at September 30, 2023

 

 

168,216

 

 

$

352.15

 

 

 

5.78

 

 

$

16,995

 

 

Of the total options outstanding at September 30, 2023, 43,520 shares were performance-based options for which the performance criteria had yet to be achieved.

 

On March 1, 2023, the Company granted options to purchase an aggregate of 24,769 shares of the Company’s Class A Common Stock to senior management with a weighted average fair value and exercise price per share of $161.52 and $323.80, respectively, of which all shares relate to performance-based stock options.

 

On May 15, 2023, the Company granted options to purchase an aggregate of 3,944 shares of the Company’s Class A Common Stock to a member of senior management with a fair value and exercise price per share of $152.15 and $308.14, respectively.

 

On May 17, 2023, the Company granted options to purchase an aggregate of 2,085 shares of the Company’s Class A Common Stock to the Company’s non-employee Directors. All of the options vested immediately on the date of the grant. These options have a fair value and exercise price per share of $156.12 and $319.16, respectively.

 

On May 24, 2023, the Company granted options to purchase an aggregate of 19,624 shares of the Company’s Class A Common Stock to a member of senior management with a weighted average fair value and exercise price per share of $152.88 and $330.68, respectively, of which 6,348 shares relate to performance-based stock options.

 

On July 1, 2023, the Company granted options to purchase an aggregate 856 shares of the Company’s Class A Common Stock to the Company’s newly appointed non-employee Director. All of the options vested immediately on the date of the grant. These options have a fair value and exercise price per share of $151.91 and $308.44, respectively.

 

Weighted average assumptions used to estimate fair values of stock options on the date of grants are as follows:

 

 

 

2023

 

Expected Volatility

 

 

39.6

%

Risk-free interest rate

 

 

3.8

%

Expected Dividends

 

 

0.0

%

Exercise factor

 

 

2.4

 

Discount for post-vesting restrictions

 

 

0.6

%

 

Non-Vested Shares Activity

 

The following table summarizes vesting activities of shares issued under the investment share program and restricted stock awards:

 

 

 

Number of Shares

 

 

Weighted Average Fair Value

 

Non-vested at December 31, 2022

 

 

91,211

 

 

$

410.22

 

Granted

 

 

61,422

 

 

 

304.03

 

Vested

 

 

(27,635

)

 

 

341.55

 

Forfeited

 

 

(13,659

)

 

 

364.46

 

Non-vested at September 30, 2023

 

 

111,339

 

 

$

374.30

 

 

Of the total non-vested shares outstanding at September 30, 2023, 10,421 shares were performance-based shares for which the performance criteria had yet to be achieved.

 

On March 1, 2023, the Company granted a combined 33,810 shares of restricted stock units to certain officers, senior managers and key employees, of which all shares vest ratably over service periods of up to four years. Additionally on March 1, 2023, employees elected to purchase a combined 10,594 shares under the Company’s investment share program. The weighted average fair value of the restricted stock units and investment shares, which are sold to employees at discount under its investment share program, was $323.80 and $200.08 per share, respectively.

 

On May 2, 2023, the Company granted 317 shares of restricted stock units to a key employee, of which all shares vest ratably over service periods of up to four years. The fair value of the restricted stock units was $316.44 per share.

On May 17, 2023, the Company granted a combined 1,020 shares of restricted stock units to the Company’s non-employee Directors, of which all shares vest one year from the grant date. The fair value of the restricted stock units was $319.16 per share.

On May 24, 2023, the Company granted a combined 15,122 shares of restricted stock units to a member of senior management, of which all shares vest ratably over service periods of up to four years. The fair value of the restricted stock units was $330.68 per share, of which 9,073 shares were performance-based shares.

On July 1, 2023, the Company granted a combined 422 shares of restricted stock units to the Company’s newly appointed non-employee Director, of which all shares vest one year from the grant date. The fair value of the restricted stock units was $308.44 per share.

 

On September 3, 2023, the Company granted 137 shares of restricted stock units to a key employee, of which all shares vest ratably over service periods of up to four years. The fair value of the restricted stock units was $367.50 per share.

 

Stock-Based Compensation

 

The following table provides information regarding stock-based compensation expense included in operating expenses in the accompanying condensed consolidated statements of comprehensive operations:

 

 

 

Thirteen weeks ended

 

 

Twenty-six weeks ended

 

 

 

September 30,
2023

 

 

September 24,
2022

 

 

September 30,
2023

 

 

September 24,
2022

 

 

 

(in thousands)

 

 

(in thousands)

 

Amounts included in general and administrative expenses

 

 

2,677

 

 

 

1,764

 

 

 

7,361

 

 

 

6,773

 

Amounts included in advertising, promotional and selling expenses

 

 

1,370

 

 

 

834

 

 

 

4,952

 

 

 

3,555

 

Total stock-based compensation expense

 

$

4,047

 

 

$

2,598

 

 

$

12,313

 

 

$

10,328

 

 

Stock Repurchases

 

In 1998, the Company began a share repurchase program. Under this program, the Company's Board of Directors has authorized the repurchase of the Company's Class A Stock. On May 18, 2023, the Board of Directors authorized an increase in the aggregate expenditure limit for the Company’s stock repurchase program by $269.0 million, increasing the limit from $931.0 million to $1.2 billion. The Board of Directors did not specify a date upon which the total authorization would expire and, in the future, can further increase the authorized amount. Share repurchases under this program for the periods included herein were effected through open market transactions.

 

During the thirteen and thirty-nine weeks ended September 30, 2023, the Company repurchased and subsequently retired 47,887 and 189,957 shares of its Class A Common Stock, respectively, for an aggregate purchase price of $16.2 million and $62.9 million, respectively. As of September 30, 2023, the Company had repurchased a cumulative total of approximately 14.0 million shares of its Class A Common Stock for an aggregate purchase price of approximately $903.5 million and had approximately $296.5 million remaining on the $1.2 billion stock repurchase expenditure limit set by the Board of Directors.