Shareholders' Equity | 8 . Shareholders’ Equity Stock Appreciation Rights (“SARs”) In 2012, the Company’s CEO and COO agreed to give up 50% of their equity incentive compensation awards for Plan years 2012 through 2015 in exchange for 2.9 million SARs with an exercise price of $4.00 , only to be earned upon the achievement of 50% growth in pro forma e arnings per share and 50% growth in pro forma EBITDA from a base year of 2011. The grants would have expired if neither target were achieved during a six -year term. In the first quarter of 2015, the outstanding SARs awards for the achievement of 50% growth in pro forma earnings per share vested with the Audit Committee’s approval of the Company’s 2014 financial statements. In the first quarter of 2016, the outstanding SARs awards for the Company’s achievement of over 50% growth of pro forma EBITDA vested with the Audit Committee’s approval of the Company’s 2015 financial statements . As of July 1, 2016, no SARs had been exercised. As of January 1, 2016, all non-cash stock compensation expense relating to the outstanding SARs had been expensed. Treasury Stock Under the Company’s share repurchase plan, the Company may buy back shares of its outstanding stock either on the open market or through privately negotiated transactions subject to market conditions and trading restrictions. During the quarter ended July 1, 2016, the Company repurchased 1.7 million shares of its common stock at an average price of $14.73 per share for a total cost of $2 5.4 million. During the six months ended July 1, 2016, the Company repurchased 2.0 million shares of its common stock at an average price of $14.60 per share for a total cost of $29.6 million. As of July 1, 2016, the Company had $ 4.9 million available under its share repurchase plan authorization. During the quarter ended July 3, 2015, the Company repurchased approximately 74 thousand shares of its common stock at an average price of $ 9.51 per share for a total cost of approximately $0.7 million. During the six months ended July 3, 2015, the Company repurchased approximately 149 thousand shares of its common stock at an average price of $9.10 per share for a total cost of approximately $1.4 million. On May 6, 2016, the Company’s Board of Directors approved the repurchase of 697 thousand shares of its common stock from the Company’s CEO, 732 thousand shares of its common stock from the Company’s COO, and 73 thousand shares of its common stock from the Company’s CFO for a total of approximately 1.5 million shares at a purchase price of $14.77 per share. The transaction was approved by the Audit Committee of the Board of Directors which is comprised solely of independent directors and was effected as part of the Company’s share repurchase program. Following the transaction, Mr. Fernandez, Mr. Dungan and Mr. Ramirez remained the beneficial owners of 11.8% , 4.9% and 0.9% shares, respectively, of the outstanding common stock. One of the primary reasons for this transaction was to lower the Company’s weighted average shares outstanding which had increased by 11% from the first quarter of 2015 as a result of the vesting of the stock appreciation rights (“SARs”) and appreciation in share price. The repurchase reduces weighted average shares outstanding by approximately 4% and is $0.03 to $0.04 accretive on an annualized basis. Based on the most recent SEC filings, including shares of Company common stock beneficially owned and shares that could be acquired upon the exercise of the SARs, Mr. Fernandez continues to be the single largest beneficial shareholder of the Company. In addition, the Board of Directors approved an additional authorization of $5.0 million during the quarter ended July 1, 2016, to a total of $127.2 million. As of July 1, 2016, the remaining authorization was $4.9 million. In reviewing and approving the transaction, the independent directors of the Board considered, among other factors, the benefits to the Company’s stockholders of this transaction such as the fact that (i) the share repurchase transaction is expected to be accretive to earnings per share, and (ii) the transaction was a unique opportunity to repurchase a large block of shares in an orderly manner. The transaction w as funded from borrowings under the Company’s Credit Facility which was amended on May 9, 2016 in order to provide an additional $25.0 million in borrowing capacity for an aggregate amount of up to $45.0 million from time to time pursuant to a revolving line of credit. There were no amounts outstanding under the Credit Facility prior to the repurchase described above. The shares repurchased under the share repurchase plan during the quarter and six months ended July 1, 2016, do not include 29 thousand and 284 thousand shares for a cost of $0. 4 million and $3.8 million, respectively, which the Company bought back to satisfy employee net vesting-related tax obligations. During the quarter and six months ended July 3, 2015, the Company bought back 9 thousand and 276 thousand shares at a cost of $0.1 million and $2.2 million, respectively, to satisfy employee net vesting-related tax obligations. Dividend Program In 2015, the Company increased the annual dividend from $0.12 per share to $0.20 per share to be paid on a semi-annual basis which resulted in aggregate dividends of $3.1 million and $3.2 million paid to shareholders on record on June 29, 2015 and December 28, 2015, respectively. These dividends were paid from U.S. domestic sources and are accounted for as an increase to accumulated deficit. The dividend declared in December 2015 was paid in January 2016. During the quarter ended April 1, 2016, the Company increased its annual dividend to $0.26 per share to be paid on a semi-annual basis. During the quarter ended July 1, 2016, the Board of Directors declared the semi-annual dividend payment of $0.13 per share, or a total of $4.0 million, for shareholders of record on June 30, 2016, which was paid on July 11, 2016. |