SHAREHOLDERS' EQUITY AND SHARE-BASED COMPENSATION | 14. SHAREHOLDERS’ EQUITY AND SHARE-BASED COMPENSATION PREFERRED STOCK The Company’s shareholders have authorized the Board of Directors to issue 5,000,000 shares of currently undesignated preferred stock from time to time in one or more series and to fix the rights, privileges and restrictions of each series. As of June 27, 2015, the Company has issued no shares of preferred stock. STOCK INCENTIVE PLANS At June 27, 2015, the Company had three stock incentive plans and one employee stock purchase plan, including the 2001 Stock Option Plan, 2004 Stock Incentive Plan, 2014 Stock Award and Incentive Compensation Plan (collectively, the “Plans”) and the 2010 Employee Stock Purchase Plan (“ESPP”). The Company’s aggregate compensation cost due to option and restricted and performance stock unit grants and the ESPP for the twelve months ended June 27, 2015 totaled $4.0 million, as compared with $2.8 million and $3.3 million for fiscal 2014 and 2013, respectively. The Company recognized $1.3 million, $910,000 and $1.1 million in income tax benefit in the consolidated statements of operations for fiscal 2015, 2014 and 2013, respectively, related to the Company’s share-based compensation arrangements. The net impact of share-based compensation for the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013 was a charge to net income (loss) of $2.7 million, $1.9 million and $2.2 million, respectively, or a charge of $0.12, $0.08 and $0.10 per diluted share, respectively. Under the Plans, the Company has reserved 6.4 million shares of common stock as of June 27, 2015 for issuance to employees, officers, directors, independent contractors and consultants of the Company in the form of incentive and nonqualified stock options and restricted and performance stock units. The Company may grant options at the fair value on grant date for incentive stock options and nonqualified stock options. Options vest over periods of generally 48 months as determined by the Board of Directors. Options granted under the Plans expire 10 years from the grant date. The Company estimates the fair value of each employee option on the date of grant using the Black-Scholes option valuation model and expenses that value as compensation using a straight-line method over the option’s vesting period, which corresponds to the requisite employee service period. The Company estimates expected stock price volatility based on actual historical volatility for periods that the Company believes represent predictors of future volatility. The Company uses historical data to estimate option exercises, expected option holding periods and option forfeitures. The Company bases the risk-free interest rate on the U.S. Treasury note yield for periods equal to the expected term of the option. The following table lists the weighted-average assumptions the Company used to value stock options: Fiscal Year Ended June 27, 2015 June 28, 2014 June 29, 2013 Expected life 5.9 years 5.9 years 5.9 years Risk-free interest rate 1.74% 1.47% 1.05% Volatility 49% 52% 54% Dividend yield 0.00% 0.00% 0.00% The following table summarizes the Company’s stock option plans as of July 1, 2012 and changes during the three fiscal periods ended June 27, 2015: Outstanding Options Options Shares Weighted Weighted Aggregate (in thousands) (years) (in thousands) Options outstanding at June 30, 2012 2,453 $ 10.34 5.12 $ 912 Options granted (weighted average grant date fair value of $4.06) 233 8.07 Options exercised (6 ) 7.87 Options forfeited or expired (249 ) 9.17 Options outstanding at June 29, 2013 2,431 $ 10.25 4.86 $ 52 Options granted (weighted average grant date fair value of $4.06) 236 8.16 Options exercised (190 ) 8.25 Options forfeited or expired (392 ) 9.96 Options outstanding at June 28, 2014 2,085 $ 10.25 4.54 $ 1,077 Options granted (weighted average grant date fair value of $4.80) 84 10.12 Options exercised (816 ) 9.02 Options forfeited or expired (104 ) 11.77 Options outstanding at June 27, 2015 1,249 $ 10.92 4.67 $ 4,501 Options vested and expected to vest at June 27, 2015 1,236 $ 10.95 4.62 $ 4,427 Options exercisable at June 27, 2015 1,039 $ 11.37 3.90 $ 3,383 At June 27, 2015, 3.5 million shares were available for future grants under the option plans. The aggregate intrinsic value of options exercised during the fiscal years ended June 27, 2015, June 28, 2014 and June 29, 2013 was $2.7 million, $177,000 and $2,000, respectively. The Company has unamortized share-based compensation expense related to options of $756,000, which will be amortized to expense over a weighted average period of 2.2 years. Additional information regarding options outstanding as of June 27, 2015 is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number Weighted Weighted Number Weighted $ 5.48 $ 8.10 252,997 6.94 $ 7.65 147,338 $ 7.62 $ 8.11 $ 8.85 261,537 4.76 $ 8.56 224,771 $ 8.54 $ 8.86 $10.25 254,617 5.09 $ 9.83 207,785 $ 9.98 $10.26 $15.45 314,676 3.62 $ 13.53 293,345 $ 13.58 $15.46 $18.10 165,500 2.39 $ 16.36 165,500 $ 16.36 $ 5.48 $18.10 1,249,327 4.67 $ 10.92 1,038,739 $ 11.37 Restricted Stock Units Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are converted into shares of the Company’s common stock upon vesting on a one-for-one basis. Typically, vesting of RSUs and PSUs is subject to the employee’s continuing service to the Company. RSUs generally vest over a period of 4 years and are expensed ratably on a straight-line basis over their respective vesting period net of estimated forfeitures. PSUs are granted to executives of the Company and will vest in approximately 12 months subject to certain financial metrics of the Company and the achievement of each participant’s performance goals established at the beginning of the fiscal year. The fair value of RSUs and PSUs granted pursuant to the Company’s stock incentive plans is the product of the number of shares granted and the grant date fair value of the common stock. The following table summarizes the RSUs and PSUs as of July 1, 2012 and changes during the three fiscal years ended June 27, 2015: Shares Weighted Weighted Aggregate (in thousands) (years) (in thousands) RSUs outstanding at June 30, 2012 504 $ 9.06 1.42 $ 4,535 Awarded 301 7.74 Released (217 ) 9.55 Forfeited (63 ) 8.24 RSUs outstanding at June 29, 2013 525 $ 8.20 1.48 $ 3,735 Awarded 416 8.46 Released (196 ) 8.61 Forfeited (96 ) 8.26 RSUs outstanding at June 28, 2014 649 $ 8.23 1.58 $ 5,901 Awarded 433 11.12 Released (228 ) 8.27 Forfeited (85 ) 8.98 RSUs and PSUs outstanding at June 27, 2015 769 $ 9.76 1.33 $ 10,792 RSUs and PSUs expected to vest after June 27, 2015 695 $ 9.73 1.25 $ 9,755 Of the 433,000 shares awarded during the fiscal year ended June 27, 2015, 320,000 shares were RSUs and 113,000 shares were PSUs. Of the 85,000 shares forfeited during the fiscal year ended June 27, 2015, 67,000 shares were RSUs and 18,000 shares were PSUs. The Company has unamortized share-based compensation expense related to RSUs of $4.5 million, which will be amortized to expense over a weighted average remaining recognition period of 2.3 years. The PSUs awarded in fiscal 2015 were fully expensed during the year to the extent they were earned and not forfeited. 2010 EMPLOYEE STOCK PURCHASE PLAN The Company’s ESPP allows eligible employees of the Company to purchase shares of common stock through payroll deductions. The Company reserved 2.0 million shares of the Company’s common stock for issuance under the ESPP, of which 1.5 million remain available at June 27, 2015. The ESPP permits eligible employees to purchase common stock at a discount through payroll deductions during six-month purchase periods. The six-month periods come to an end on or about May 1 and November 1 and the purchases are then made. Participants in the ESPP may purchase stock at 85% of the lower of the stock’s fair market value on the first day and last day of the purchase period. The maximum number of shares of common stock that any employee may purchase under the ESPP during any offering period is 1,500 shares, and an employee may not accrue more than $15,000 for share purchases in any offering period. During fiscal year 2015, 2014 and 2013, the Company issued 100,000, 129,000 and 125,000 shares of common stock at weighted average prices of $7.87, $6.02 and $5.98, respectively. The weighted average grant date fair value of the fiscal 2015, 2014 and 2013 stock purchase awards were $2.80, $1.75 and $1.65 per share, respectively. The Company estimates the fair value of stock purchase rights granted under the Company’s ESPP on the date of grant using the Black-Scholes option valuation model. Accounting Standards Codification (“ASC”) Topic 718, Stock-Based Compensation, states that a “lookback” pricing provision with a share limit should be considered a combination of stock and a call option. The valuation results for these elements have been combined to value the specific features of the stock purchase rights. The Company bases volatility on the expected volatility of the Company’s stock during the accrual period. The expected term is determined as the time from enrollment until purchase. The Company uses historical data to determine expected forfeitures and the U.S. Treasury yield for the risk-free interest rate for the expected term. The following table lists the values of the assumptions the Company used to value share-based compensation in the ESPP: Fiscal Year Ended June 27, 2015 June 28, 2014 June 29, 2013 Expected life 6 months 6 months 6 months Risk-free interest rate 0.05% 0.07% 0.12% Volatility range 34%–37% 26%–34% 35%–37% Dividend yield 0.00% 0.00% 0.00% The following table summarizes activity in the Company’s employee ESPP during the fiscal year ended June 27, 2015: Shares Weighted- Beginning Available 1,581,556 Purchases (100,381 ) $ 7.87 Ending Available 1,481,175 At June 27, 2015, the Company has $68,000 in unamortized share-based compensation related to its employee ESPP. We estimate this expense will be amortized and recognized in the consolidated statements of operations over the next four months. REPORTING SHARE-BASED COMPENSATION The following table shows total share-based compensation expense classified by consolidated statement of operations reporting caption generated from the plans mentioned above: Fiscal Year Ended (in thousands) June 27, June 28, June 29, Cost of revenues $ 242 $ 163 $ 187 Research and development 1,201 1,096 1,282 Selling, general and administrative 2,528 1,533 1,871 Pre-tax stock-based compensation expense 3,971 2,792 3,340 Income tax effect (1,322 ) (910 ) (1,101 ) Net stock-based compensation expense $ 2,649 $ 1,882 $ 2,239 The amount of share-based compensation expense in inventory at June 27, 2015, June 28, 2014 and June 29, 2013 is immaterial. STOCK REPURCHASE PLAN On April 26, 2012, the Board of Directors authorized a share repurchase program for up to $25 million of shares of the Company’s common stock, and on April 24, 2014 the Board authorized an additional $20 million for the share repurchase program. The Company was authorized to repurchase the shares from time to time in the open market or private transactions, at the discretion of the Company’s management. During the year ended June 27, 2015, the Company repurchased 937,729 shares for an aggregate cost of $10.9 million. During the year ended June 28, 2014, the Company repurchased 1,354,511 shares for an aggregate cost of $11.3 million. During the year ended June 29, 2013, the Company repurchased 1,100,306 shares for an aggregate cost of $7.8 million. As of June 27, 2015, approximately $15.7 million may yet be purchased under the 2014 purchase authority. Current cash balances and the proceeds from stock option exercises and purchases in the stock purchase plan have funded stock repurchases in the past, and the Company expects to fund future stock repurchases from these same sources. |