(9) PERFORMANCE SHARES, STOCK OPTIONS, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES | 12 Months Ended |
Dec. 28, 2014 |
Performance Shares, Stock Options, Other Forms Of Compensation And Common Share Repurchaces [Abstract] | |
Performance Shares, Stock Options, Other Forms of Compensation and Common Share Repurchases [Text Block] | (9) PERFORMANCE SHARES, STOCK OPTIONS, OTHER FORMS OF COMPENSATION, AND COMMON SHARE REPURCHASES |
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Stock-based Compensation |
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We have adopted a 2005 Stock Incentive Plan (the “Plan”), pursuant to which we may grant stock options, stock appreciation rights, restricted stock, performance shares, and other stock and cash awards to eligible participants. We have also adopted a 1998 Director Stock Option Plan that expired on June 19, 2008. Together, the 2005 Stock Incentive Plan and the 1998 Director Stock Option Plan are referred to herein as the “Plans.” Under the 2005 Plan, an aggregate of 350,462 shares of our Company's common stock remained unreserved and available for issuance at December 28, 2014. |
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We recognized stock-based compensation expense in our consolidated statements of operations for the years ended 2014, 2013, and 2012, respectively, as follows: |
| | For the Years Ended | |
| | | December 28, | | | December 29, | | | December 30, | |
(in thousands) | | 2014 | | | 2013 | | | 2012 | |
Performance Share Programs: | | | | | | | | | |
| 2010 Program(1) | | 0 | | | 0 | | | 153 | |
| 2011 Program(1)(3) | | -55 | | | 205 | | | 343 | |
| 2012 Program(1)(4) | | -761 | | | 297 | | | 464 | |
| 2013 Program(2)(5)(6)(7) | | -412 | | | 582 | | | 0 | |
Performance Shares and | | | | | | | | | |
| Performance Stock Units | $ | -1,228 | | $ | 1,084 | | $ | 960 | |
Stock Options | | 371 | | | 0 | | | 0 | |
Restricted Stock and | | | | | | | | | |
| Restricted Stock Units (7) | | -73 | | | 405 | | | 210 | |
Director Shares(8) | | 47 | | | 117 | | | 94 | |
| | $ | -883 | | $ | 1,606 | | $ | 1,264 | |
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(1)The 2010, 2011 and 2012 Program's consisted entirely of performance shares. | | | | |
(2)The 2013 Program consisted of performance shares and performance stock units. | |
(3)Includes the recapture of previously recorded stock-based compensation of approximately $55,000 due to the departure of employees for the year ended December 28, 2014. | |
(4)Includes the recapture of previously recorded stock-based compensation of approximately $761,000 due to the departure of employees and the failure to achieve performance targets for the year ended December 28, 2014. | |
(5)Includes the recapture of previously recorded stock-based compensation related to performance shares of approximately $458,000 and performance stock units of approximately $135,000 due to the departure of employees for the year ended December 28, 2014. | |
(6)Includes a mark-to-market adjustment related to performance stock units of approximately $22,000 for the year ended December 28, 2014. | |
(7)Includes the recapture of previously recorded stock-based compensation of approximately $128,000 due to the February 2014 departure of our former CEO for the year ended December 28, 2014. | |
(8)Includes the recapture of previously recorded stock-based compensation of approximately $20,000 due to the February 2014 departure of our former CEO for the year ended December 28, 2014. | |
Performance Shares and Performance Stock Units |
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During the first quarter of fiscal 2014, we issued 86,519 shares upon satisfaction of conditions under the 2011 performance share program, representing the achievement of approximately 86.7% of the target payout for this program. Recipients elected to forfeit 30,518 of those shares to satisfy tax withholding obligations, resulting in a net issuance of 56,001 shares. |
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For fiscal 2011 and 2012, performance under the Company's performance share programs was measured by comparing actual earnings per share to a target earnings per share amount. For fiscal 2013, performance under the Company's performance share and performance stock unit programs were measured by using Adjusted EBITDA. For these purposes, “Adjusted EBITDA” was defined as income from operations of the Company, plus depreciation, and amortization, non-cash adjustments (such as asset impairment, lease termination and other closing costs) and other non-cash items as approved by the Company's Compensation Committee. Adjusted EBITDA was subject to adjustment by the Compensation Committee in its sole discretion for non-cash items. The Compensation Committee did not implement an equity incentive program for fiscal 2014. As a result, no equity incentive program compensation expense was taken during fiscal 2014 in connection with any such program. |
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We recognize compensation cost for performance share awards over the requisite service period (i.e. fixed treatment) based on their fair value, which is the closing stock price at the date of grant. Participants in each performance share program are entitled to receive a number of shares of our common stock (“Performance Shares”) based upon the extent to which we achieve the cumulative total of the earnings per share or Adjusted EBITDA goals established by our Compensation Committee for each fiscal year within a three-year performance period (the “Cumulative EPS Goal” or “Cumulative Adjusted EBITDA Goal”). Receipt of any performance shares is contingent upon us achieving a specified minimum percentage of the Cumulative EPS Goal or Cumulative Adjusted EBITDA Goal (as applicable). |
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We recognize compensation cost for performance stock unit awards over the requisite service period based on their initial fair value, which is the closing stock price at the date of grant. This award is adjusted to fair value based on the closing stock price at the end of each fiscal quarter. Recipients of performance stock unit awards are entitled to receive a cash payout based on a number of our stock units awarded (“Performance Stock Unit”) to the extent we achieve the Cumulative Adjusted EBITDA Goal, and the market value of our common stock. |
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At December 28, 2014, the following performance share programs were in progress: |
| | Target No. of | | Estimated Payout of | | Minimum | | Maximum | | |
| | Performance Shares and | | Performance Shares and | | Cumulative | | Payout | | |
Award | | Performance Stock Units | | Performance Stock Units | | Earnings | | (as a percent of | | |
Date | Program | (Originally Granted)(1) | | (at December 28, 2014)(2) | | Goal | | target number) | | |
1/2/12 | 2012 Program | 28,700 | | 0(3) | | * | | 110.0%(5) | | |
1/8/13 | 2013 Program(6) | 25,300 | | 22,770(4) | | * | | 100.0%(7) | | |
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*Varies | | |
(1)Assumes achievement of 100% of the applicable Cumulative EPS Goal or Adjusted EBITDA Goal. | | |
(2)Net of employee forfeitures. | | |
(3)No payout will occur as the applicable Cumulative EPS Goal was not attained. | | |
(4)Assumes an estimated payout equal to 90% of the applicable Cumulative Adjusted EBITDA Goal. | | |
(5)The participants’ rights to receive Performance Shares are contingent on the Company achieving cumulative earnings per share for fiscal 2012-2014 that are equal to at least the sum of the amounts achieved by the Company during fiscal 2011-2013 (as adjusted by the Compensation Committee, if applicable). If the Company achieves this minimum threshold, then participants will be entitled to receive a percentage of their “Target” number of Performance Shares equal to the percentage of the Cumulative EPS Goal achieved by the Company, up to 100%. If the Company achieves more than 100% of the Cumulative EPS Goal, then participants will be entitled to receive 100% of their “Target” number of Performance Shares, plus an additional percentage equal to twice the incremental percentage increase in the Cumulative EPS Goal achieved over 100% (e.g., if the Company achieves 103% of the Cumulative EPS Goal, then participants will be entitled to receive 106% of their “Target” number of Performance Shares); provided that the maximum payout under the fiscal 2012 program is capped at 110% of the “Target” number of Performance Shares. | | |
(6)This program consists of 23,070 performance shares and 2,230 performance stock units originally granted and an estimated payout of 20,763 performance shares and 2,007 performance stock units. | | |
(7)The participants’ rights to receive Performance Shares or Performance Stock Units are contingent on the Company achieving Cumulative Adjusted EBITDA for fiscal 2013-2015 that are equal to at least the sum of the amounts achieved by the Company during fiscal 2012-2014 (as adjusted by the Compensation Committee, if applicable). If the Company achieves this threshold, then participants will be entitled to receive a percentage of their “Target” number of Performance Shares and Performance Stock Units equal to the percentage of the Adjusted EBITDA Goal achieved by the Company, up to 100%. | | |
Board of Directors' Compensation |
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We recognized Board of Directors' Compensation expense in our consolidated statement of operations for the years ended 2014, 2013, and 2012, respectively, as follows: |
| | | Fiscal Years | |
| | | 2014 | | | 2013 | | | 2012 | |
(in thousands) | | | | | | | | | | |
Stock-based compensation(1)(2)(3)(4)(5) | $ | 47 | | $ | 117 | | $ | 94 | |
Stock option compensation(6)(7)(8) | | 155 | | | - | | | - | |
Cash compensation | | 358 | | | 435 | | | 395 | |
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Total Board of Directors' compensation | $ | 560 | | $ | 552 | | $ | 489 | |
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(1)On May 5, 2009, and September 29, 2009 one-time 25,000 share restricted stock awards were granted to Lisa A. Kro and Wallace B. Doolin, respectively, upon joining the Board of Directors. The grants to Ms. Kro and Mr. Doolin had grant date fair values of $168,000 and $150,000, respectively. As of December 28, 2014, the awards had vested with respect to all of Ms. Kro's and Mr. Doolin's shares, with the exception of 5,000 of Mr. Doolin's that were canceled upon his resignation from the Board of Directors. As a result, the year ended December 28, 2014 includes the recapture of previously recorded stock-based compensation of approximately $15,000. | |
(2)On August 2, 2011, a one-time 15,000 share restricted stock award was granted to John F. Gilbert III, upon assuming his new position on the Board of Directors. The grant to Mr. Gilbert had a grant date fair value of $154,000. Subsequent to the end of fiscal 2013, Mr. Gilbert resigned from the Board of Directors and all unvested restricted shares have been forfeited and returned to the company. | |
(3)On April 30, 2013, a one-time 13,575 share restricted stock award was granted to Patrick Walsh, upon joining the Board of Directors. The grant to Mr. Walsh had a grant date fair value of $150,000 and will vest ratably over a period of five years which began on the commencement date of his board service. | |
(4)On November 27, 2013, a one-time 7,640 share restricted stock award was granted to Adam Wright, upon joining the Board of Directors. The grant to Mr. Wright had a grant date fair value of $150,000 and will vest ratably over a period of five years which began on the commencement date of his board service. | |
(5)Includes the recapture of previously recorded stock-based compensation of approximately $20,000 due to the forfeiture of unvested restricted stock upon the February 2014 resignation of our former CEO, which restricted stock had been awarded as director compensation | |
(6)On January 10, 2014, a one-time 20,000 stock option award was granted to Edward H. Rensi upon joining the Board of Directors. The grant to Mr. Rensi vests in five equal installments commencing on the first anniversary of the grant date. | |
(7)On May 22, 2014, one-time 20,000 stock option awards were granted to each of Brett D. Heffes and Jonathon Lennon upon their joining the Board of Directors. The grants to Mr. Heffes and Mr. Lennon vest in five equal annual installments commencing on the first anniversary of the grant date and expire ten years from the same date. | |
(8)On July 28, 2014, a one-time 27,500 stock option award was granted to David J. Mastrocola upon joining the Board of Directors. The grant to Mr. Mastrocola vests in five equal installments commencing on the first anniversary of the grant date. | |
Stock Options |
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On February 10, 2014, Edward H. Rensi was named Interim Chief Executive Officer by the Company's Board of Directors. Pursuant to the agreement governing Mr. Rensi's employment, the Company granted him 25,000 stock options. These options vest in two equal installments of 12,500 shares of February 10, 2014 and February 10, 2015 and expire five years from the grant date. The compensation expense for this grant will be recognized under general and administrative expense in our consolidated statements of operations through the applicable service period. On May 22, 2014, Edward H. Rensi was named Chief Executive Officer. |
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On June 2, 2014, Richard A. Pawlowski was named Chief Financial Officer by the Company's Board of Directors. Pursuant to the agreement governing Mr. Pawlowski's employment, the Company granted 78,000 stock options. These options will vest in equal annual installments over a period of three years and expire five years from the grant date. The compensation expense for this grant will be recognized under general and administrative expense in our consolidated statements of operations through the applicable service period. |
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Information regarding our Company's stock options is summarized below: |
(number of options in thousands) | | Number of Options | | Weighted Average Exercise Price | | | |
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Options outstanding at January 1, 2012 | | 193 | | $ | 6.68 | | | |
| Exercised(1) | | -80 | | | 5.97 | | | |
| Canceled or expired | | -11 | | | 10.98 | | | |
Options outstanding at December 30, 2012 | | 102 | | | 6.8 | | | |
| Exercised(2) | | -54 | | | 5.92 | | | |
Options outstanding at December 29, 2013 | | 48 | | | 7.77 | | | |
| Granted | | 191 | | | 28.11 | | | |
| Exercised(3) | | -43 | | | 7.4 | | | |
| Canceled or expired | | 0 | | | - | | | |
Options outstanding at December 28, 2014 | | 196 | | $ | 27.67 | | | |
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Options Exercisable at December 30, 2012 | | 102 | | $ | 6.8 | | | |
Options Exercisable at December 29, 2013 | | 48 | | $ | 7.77 | | | |
Options Exercisable at December 28, 2014 | | 18 | | $ | 17.39 | | | |
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(1)In 2012, option holders elected to forfeit approximately 47,000 shares to satisfy the strike price and tax withholding obligations, resulting in a net issuance of approximately 33,000 shares. | | | |
(2)In 2013, option holders elected to forfeit approximately 23,000 shares to satisfy the strike price and tax withholding obligations, resulting in a net issuance of approximately 31,000 shares. | | | |
(3)In 2014, option holders elected to forfeit approximately 18,000 shares to satisfy the strike price and tax withholding obligations, resulting in a net issuance of approximately 25,000 shares. | | | |
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The following are weighted-average values and assumptions for valuing grants made during fiscal 2014: | | | |
Weighted-average fair value of options granted during the year | | $ | 10.42 | | | |
Expected life (in years) | | | | | 4.8 | | | |
Expected stock volatility | | | | | 41.9 | % | | |
Risk-free interest rate | | | | | 1.4 | % | | |
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The Company determines fair value of its stock option awards using the Black-Scholes option pricing | | | |
model. The expected term of the awards was determined utilizing the "simplified method" outlined in | | | |
SEC Staff Accounting Bulletin No. 107 that utilizes the following formula: (vesting term + original | | | |
contract term)/2. Due to a lack of recent historical share option exercise experience, the Company has | | | |
used a simplified method for estimating the expected life, as outlined in Accounting Standards | | | |
Codification 718, calculated as follows: expected term=(vesting term + original contractual term) / 2). | | | |
Expected stock volatility was determined based upon historical volatility for periods preceding the | | | |
measurement date. The risk-free rate was based upon the yield curve in effect at the time the options | | | |
contracts were granted, using U.S. maturities over the expected life of the option. | | | |
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'As of December 28, 2014, there was $1.6 million of total unrecognized compensation cost related to | | | |
stock option arrangements granted under the Company's stock option plan. The cost is expected to be | | | |
recognized over a weighted average period of 3.7 years. | | | |
The following table summarizes information about stock options outstanding at December 28, 2014: |
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(number outstanding and number exercisable in thousands) | | | |
| Options Outstanding and Exercisable |
| Exercise prices | | Number outstanding | | Weighted-average remaining contractual life in years | | Weighted- average exercise price |
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| $10.98 | - | $32.10 | | 196 | | 6.5 | | $ | 27.67 |
The aggregate intrinsic value of options (the amount by which the market price of the stock on the date of exercise exceeds the exercise price of the option) exercised during fiscal 2014 was approximately $756,000. As of December 28, 2014, the aggregate intrinsic value of options outstanding and exercisable was approximately $538,000. |
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Restricted Stock |
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On October 8, 2012, John Gilbert III, was named Chief Executive Officer by the Company's Board of Directors. Pursuant to the agreement governing Mr. Gilbert's employment, the Company granted 150,000 shares of restricted stock having an aggregate grant date fair value of $1.5 million. Subsequent to the end of fiscal 2013, Mr. Gilbert resigned as the Company's Chief Executive Officer and all unvested restricted shares have been forfeited and returned to the Company. |
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Restricted Stock Units |
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On October 8, 2012, the Company's Board of Directors named Christopher O'Donnell President and Chief Operating Officer. Prior to his appointment, he was the President and Chief Executive Officer from September 11, 2008 until October 8, 2012. His employment with the Company was terminated effective March 31, 2014. Pursuant to the agreement dated September 11, 2008, governing Mr. O'Donnell's employment, the Company granted 50,000 restricted stock units having an aggregate grant date fair value of $454,000. These restricted stock units vested in three equal installments on the three, four and five year anniversaries of the grant. Upon the termination of his employment the restricted stock units became issued and outstanding shares six months following his separation from service. The compensation expense for this grant was recognized in equal quarterly installments as general and administrative expense in our consolidated statements of operations through the applicable service period which was completed in the third quarter of fiscal 2013. |
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In addition, on September 11, 2008, the Company made a grant of 25,000 restricted stock units to the Company's Chief Financial Officer, Diana Purcel, for a grant date fair value of $227,000. This grant was subject to the same terms and conditions as Mr. O'Donnell's grant. Ms. Purcel's employment with the Company terminated effective July 1, 2014. |
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Employees forfeited 24,685 shares of restricted stock units during fiscal 2014, at a price of $26.59 per share, to cover withholding taxes that were due from the employees at the time that the applicable forfeiture restrictions lapsed. |
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Common Share Repurchases |
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On November 4, 2010, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to 1.0 million shares of our common stock in both the open market or through privately negotiated transactions. As of May 1, 2012 we had repurchased all of the shares under this program for approximately $8.8 million at an average market price per share of $9.91, excluding commissions. |
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On May 1, 2012, our Board of Directors approved a stock repurchase program that authorized the repurchase of up to 1.0 million shares of our common stock in both the open market or through privately negotiated transactions. During the year ended December 28, 2014, we repurchased 101,466 shares under this program for approximately $2.6 million at an average market price per share of $25.72, excluding commissions. Since the program was adopted in May 2012, we have repurchased 804,101 shares for approximately $12.9 million at an average market price per share of $16.05, excluding commissions. |
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Employee Stock Purchase Plan |
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Prior to fiscal 2014, the Company maintained an Employee Stock Purchase Plan, which gave eligible team members the option to purchase Common Stock (total purchases in a year could not exceed 10% of a team member's current year compensation) at 100% of the fair market value of the Common Stock at the end of each calendar quarter. For the years ended December 29, 2013 and December 30, 2012, there were approximately 2,793 shares and 4,725 shares purchased, respectively, with a weighted average fair value of $14.22 and $10.51 per share, respectively. For the fiscal years ended December 29, 2013 and December 30, 2012, the Company did not recognize any expense related to the stock purchase plan due to it being non-compensatory as defined by IRS Section 423. The Company chose to eliminate this program in fiscal 2014. |