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 Stock-based Compensation Effective May 5, 2015, w e adopted a 2015 Equity Plan (the “2015 Plan”) , pursuant to which we may grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance stock units and other stock and cash awards to eligible participants. We also maintain a n Amended and Restated 2005 Stock Incentive Plan (the “2005 Plan”) . To gether, the 2015 Plan and 2005 Plan are referred to herein as the “Plans.” Under the 20 1 5 Plan, an aggregate of 278,676 shares of our Company's common stock remained unreserved and available for issuance at September 27, 2015 . The 2005 Plan prohibit s the gran ting of incentives after May 12, 2015 , the tenth anniversary of the date such Plan w as approved by the Company's shareholders. Nonetheless, the 2005 Stock Incentive Plan will remain in effect until all outstanding incentives granted thereunder have either been satisfied or terminated. We recognized stock-based compensation expense in our consolidated statements of operations for the three and nine months ended September 27, 2015 and September 28, 2014 , respectively, as follows: Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, (in thousands) 2015 2014 2015 2014 Performance Share Programs: 2011 Program (1)(3) $ - $ - $ - $ (55) 2012 Program (1)(4) - (10) - (550) 2013 Program (2)(5) (24) (45) 12 (418) Performance Shares and Performance Stock Units $ (24) $ (55) $ 12 $ (1,023) Stock Options (6) (15) 54 241 243 Restricted Stock and Restricted Stock Units (7) 15 - 45 (73) Director Shares (8) 0 15 0 32 $ (24) $ 14 $ 298 $ (821) (1) The 2011 and 2012 Programs consisted entirely of performance shares. (2) The 2013 Program consisted of performance shares and performance stock units. (3) The nine months ended September 28, 2014 included the recapture of previously recorded stock-based compensation of approximately $55,000 due to employee departures. (4) The three and nine months ended September 28, 2014 included the recapture of previously recorded stock-based compensation of approximately $29,000 and $636,000, respectively, due to employee departures. (5) The three and nine months ended September 28, 2014 included the recapture of previously recorded stock-based compensation related to performance shares of approximately $494,000 and $443,000, and performance stock units of approximately $16,000 and $112,000, respectively, due to employee departures. (6) The three and nine months ended September 27, 2015 included the recapture of previously recorded stock-based compensation of approximately $105,000 due to employee departures. (7) The nine months ended September 28, 2014 included the recapture of previously recorded stock-based compensation of approximately $128,000 due to the departure of Chris O'Donnell, a former CEO. The three and nine months ended September 27, 2015 included the recapture of previously recorded stock-based compensation of approximately $45,000 due to the departure of our former CEO, Ed Rensi. (8) The nine months ended September 28, 2014 included the recapture of previously recorded stock-based compensation of approximately $20,000 due to the departure of our former CEO, Chris O'Donnell. Performance Shares and Performance Stock Units Upon the conclusion of the 2012 performance share program, no shares were issued as the performance conditions were not satisfied. For the 201 3 performance share program, performance wa s measured by using Adjusted EBITDA. For these purposes, “Adjusted EBITDA” is 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 i s subject to adjustment by the Compensation Committee in its sole discretion for non-cash ite ms. T he Compensation Committee did not implement a formal equity incentive program for fiscal 2014 or 2015 . 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 Adjusted EBITDA goals established by our Compensation Committee for each fiscal year within a three-year performance period (“Cumulative Adjusted EBITDA Goal”). Receipt of any performance shares is contingent upon our achieving a specified minimum percentage of the Cumulative EBITDA Goal. 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. At September 27, 2015 , the following performance share programs were in progress: Target No. of Estimated Payout of Maximum Performance Shares and Performance Shares and Payout Award Performance Stock Units Performance Stock Units (as a percent of Date Program (Originally Granted) (1)(2) (at September 27, 2015) target number) 1/8/2013 2013 Program 22,300 (3) 20,693 (4) 100.0% (1) Assumes achievement of 100% of the applicable Adjusted EBITDA Goal. (2) Net of employee forfeitures. (3) This program consists of 20,820 performance shares and 1,480 performance stock units. (4) Consists of 19,320 performance shares and 1,373 performance stock units, assuming an estimated payout equal to 92.8% of the applicable Cumulative Adjusted EBITDA Goal. Board of Directors' Compensation We recognized board of d irectors' c ompensation expense in our consolidated statement of operations for the three and nine months ended September 27, 2015 and September 28, 2014 , respectively , as follows: Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, 2015 2014 2015 2014 (in thousands) Stock-based compensation $ 15 $ 15 $ 45 $ 32 Stock option compensation (79) - 52 36 Cash compensation 35 92 188 321 ` Total board of directors' compensation $ (29) $ 107 $ 285 $ 389 Stock Options On Feb ruary 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 option s . Th e s e option s vest ed in two equal installments of 12,500 shares on February 10, 2014 and February 10, 2015 and expire five years from the grant date. The compensation expense for this grant was 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. On January 15, 2015, Edward H. Rensi was granted 75,000 stock options. These options were forfeited upon his resignation from the position of Chief Executive Officer on June 18, 2015. 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. Thes e 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. Effective July 11, 2015, July 13, 2015, and July 15, 2015, Edward H. Rensi , Brett D. Heffes , and David J. Mastrocola , respectively, resigned as member s of the Board of Directors, forfeiting any unvested options previously granted to them . On August 31 , 201 5 , Abelardo Ruiz became the Company's Chief Operating Officer . Pursuant to the agreement governing Mr. Ruiz 's employment, the Company granted 71,324 stock options. These options will vest in equal monthly installments over a period of four 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. Other options granted to certain non-officer employees vest in equal annual installments over a period of four years and expire five years from the grant date . Compensation expense equal to the grant date fair value is generally recognized for these awards over the vesting period. The fair value of each stock option is estimated on the date of grant using the Black-Scholes valuation method with the assumptions noted in the table below. Due to a lack of recent historical share option exercise experience, the Company uses a simplified method for estimating the expected life, as outlined in Accounting Standards Codification 718, calculated using the following formula: (vesting term + original contract term)/2. Expected volatilities are based on the movement of the company's common stock over the most recent historical period equivalent to the expected life of the option. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. maturities over the expected life at the time of grant. Information regarding our Company's stock options is summarized below: (number of options in thousands) Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Options outstanding at December 28, 2014 196 $ 27.67 6.5 Granted 95 30.66 Options outstanding at March 29, 2015 291 28.66 7.4 Forfeited (75) 31.25 Expired (5) 10.98 Options outstanding at June 28, 2015 211 28.15 6.5 Granted 71 14.61 Forfeited (61) 25.85 Outstanding at September 27, 2015 221 $ 24.42 4.1 Options exercisable at September 27, 2015 68 26.33 1.0 Weighted-average values and assumptions for valuing grants made: Nine months ended September 27, 2015 Fiscal 2014 Weighted average fair value of options granted $ 7.55 $ 10.42 Expected life (in years) 4.9 4.8 Expected stock volatility 49.5 % 41.9 % Risk-free interest rate 1.3 % 1.4 % On May 1, 2012, our board of d irectors 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 priv ately negotiated transactions . During the first nine months of 201 5 , the Company used approximately $ 5 .7 million to repurchase 195,899 shares at an average price of $ 2 8.92 , excluding commissions . During the second quarter of 2015 , we completed the program, repurchas ing a total of 1 . 0 million shares over the life of the program for approximately $ 18.6 million at an average market price per share of $ 1 8 . 57 , excluding commissions. |