Stock-Based Compensation | 6. Stock-Based Compensation Equity Incentive Plans On January 27, 2012, the Company approved the 2011 Equity Incentive Plan (the “2011 Plan”). The 2011 Plan authorized the Company to issue options to employees, consultants and directors to purchase up to a total of 3,750,000 shares of common stock. As of December 26, 2015, all awards granted by the Company under the 2011 Plan have been nonqualified stock options. Options granted under the 2011 Plan have a life of 10 years and vest over service periods of five years or in connection with certain events as defined by the 2011 Plan. On October 19, 2014, the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan authorizes the Company to issue awards to employees, consultants and directors with respect to a total of 1,600,000 shares of common stock, par value $0.0001 per share. Options granted under the 2014 Plan have a life of 8 years and vest over service periods of five years or in connection with certain events as defined by the 2014 Plan. All awards granted by the Company under the 2014 Plan to date have been nonqualified stock options, restricted stock awards or restricted stock units. Pro Rata Cash Dividend, Cash Payment to Holders of Vested Options and Adjustment to Exercise Price of Unvested Options On April 11, 2014, the Company declared and subsequently paid a pro rata cash dividend to its stockholders totaling $39.9 million, made a cash payment of $1.4 million to holders of vested options, and lowered the exercise price of 1,918,550 unvested options by $2.00 per share. The cash payments totaling $41.3 million reduced retained earnings to zero and reduced additional paid-in capital by $39.7 million. The 2011 Plan has nondiscretionary anti-dilution provisions that require the fair value of the option awards to be equalized in the event of an equity restructuring. Consequently, the Board of Directors of the Company was obligated under the anti-dilution provisions to approve the reduction of the exercise price on the unvested options and make the cash payment to the holders of vested options. No incremental stock-based compensation expense was recognized for the dividend for the vested options or reduction in exercise price of the unvested options. Non-Qualified Stock Options During the thirteen weeks ended December 26, 2015, the Company did not grant options to purchase shares under the 2014 Plan. During the thirty-nine weeks ended December 26, 2015, the Company granted certain members of management options to purchase a total of 2 94,153 shares under the 2014 Plan. The total grant date fair value of stock options granted during the thirty-nine weeks ended December 26, 2015 was $ 2.7 million, with grant date fair values ranging from $ 7.48 to $1 1.52 per share. The Company is recognizing the expense relating to these stock options on a straight-line basis over the five -year service period of the awards. The exercise prices of these awards range between $22.31 and $ 32.02 per share. On October 29, 2014, the Company granted its Chief Executive Officer (“CEO”) options to purchase 99,650 shares of common stock under the 2014 Plan. These options contain provisions related to both time of service and market conditions. Vesting of the options occurs if the market price of the Company’s stock achieves stated targets through the third anniversary of the date of grant. If those market price targets are achieved, the options will vest in equal amounts on the third, fourth and fifth anniversaries of the grant date. The fair value of the options was estimated using a Monte Carlo simulation model. The following significant assumptions were used as of October 29, 2014: Stock price $ Exercise price $ Expected option term years Expected volatility % Risk-free interest rate % Expected annual dividend yield % During the thirteen and thirty-nine weeks ended December 27, 2014, the Company granted certain members of management options to purchase a total of 1 24,650 shares (all under the 2014 Plan) and 237,500 shares of common stock, respectively. The total grant date fair value of stock options during the thirteen and thirty-nine weeks ended December 27, 2014 was $0.9 million and $2.4 million, respectively, with grant date fair value s ranging from $6.08 to $7.79 per share. The Company is recognizing the expense relating to these stock options on a straight-line basis over the five -year service period of the awards. The exercise prices of these awards range between $9.40 and $16.00 per share. The stock option awards discussed above, with the exception of options awarded to the Company’s CEO on October 29, 2014, were measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility of the Company’s stock price over the option’s expected term, the risk-free interest rate over the option’s expected term and the Company’s expected annual dividend yield, if any. The Company’s estimate of pre-vesting forfeitures, or forfeiture rate, was based on its internal analysis, which included the award recipients’ positions within the Company and the vesting period of the awards. The Company will issue shares of common stock when the options are exercised. The fair values of stock options granted during the thirteen and thirty-nine weeks ended December 26, 2015 and December 27, 2014 were estimated on the grant dates using the following assumptions: Thirteen Weeks Ended Thirty-Nine Weeks Ended December 26, December 27, December 26, December 27, 2015 2014 2015 2014 Expected option term (1) N/A years years years Expected volatility factor (2) N/A % - % % - % % - % Risk-free interest rate (3) N/A % - % % - % % - % Expected annual dividend yield (4) N/A % % % (1) The Company has limited historical information regarding expected option term. Accordingly, the Company determined the expected life of the options using the simplified method. (2) Stock volatility for each grant is measured using the weighted average of historical daily price changes of the Company’s competitors’ common stock over the most recent period equal to the expected option term of the Company’s awards. (3) The risk-free interest rate is determined using the rate on treasury securities with the same term. (4) The board of directors paid a dividend to stockholders in April 2014. The Company’s board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. Intrinsic value for stock options is defined as the difference between the market price of the Company’s common stock on the last business day of the fiscal quarter and the weighted average exercise price of in-the-money stock options outstanding at the end of each fiscal period. The market value per share at December 26, 2015 was $12.43 . The following table summarizes the stock award activity for the thirty-nine weeks ended December 26, 2015: Weighted Grant Date Average Weighted Remaining Aggregate Stock Average Contractual Intrinsic Options Exercise Price (1) Life (in Years) Value (in thousands) Outstanding at March 28, 2015 $ Granted $ Exercised $ $ Cancelled, forfeited or expired $ Outstanding at December 26, 2015 $ $ Vested and expected to vest after December 26, 2015 $ $ Exerciseable at December 26, 2015 $ $ (1) The grant date weighted-average exercise price reflects the reduction of the exercise price by $2.00 per share for the 1,918,550 unvested options in connection with the April 2014 dividend discussed above. A summary of the status of non-vested stock options as of December 26, 2015 including changes during the thirty-nine weeks ended December 26, 2015 is presented below: Weighted- Average Grant Date Shares Fair Value Nonvested at March 28, 2015 $ Granted $ Vested $ Nonvested shares forfeited $ Nonvested at December 26, 2015 $ Restricted Stock During the thirteen and thirty-nine weeks ended December 26, 2015, the Company granted 25,329 and 71,530 restricted stock units, respectively, to various employees under the 2014 Plan. The shares granted to employees vest in five equal annual installments beginning on the grant date, provided that the respective award recipient continues to be employed by the Company through each of those dates. The grant date fair value of these awards for the thirteen and thirty-nine weeks ended December 26, 2015 totaled $0.3 million and $1.6 million, respectively. The Company is recognizing the expense relating to these awards on a straight-line basis over the service period of each award, commencing on the date of grant. During the thirteen and thirty-nine weeks ended December 27, 2014, the Company granted 30,313 restricted shares of common stock to various employees and one member of its Board of Directors under the 2014 Plan. The shares granted to employees vest in four equal annual installments beginning on the grant date, provided that the respective award recipient continues to be employed by the Company through each of those dates. The shares granted to the member of the Board of Directors vest in full upon the one -year anniversary of the date of grant, provided that the Board member continues to serve on the Board of Directors through that date. The grant date fair value of these awards totaled $0.5 million. The Company is recognizing the expense relating to these awards on a straight-line basis over the service period of each award, commencing on the date of grant. Stock-Based Compensation Expense Stock-based compensation expense was $0.8 million and $0. 5 million for the thirteen weeks ended December 26, 2015 and December 27, 2014, respectively. Stock-based compensation expense was $2.1 million and $ 1.5 million for the thirty-nine weeks ended December 26, 2015 and December 27, 2014, respectively. Stock-based compensation expense of $0.1 million was recorded in cost of goods sold in the condensed consolidated statements of operations for each of the thirteen weeks ended December 26, 2015 and December 27, 2014, respectively. Stock-based compensation expense of $0.3 million was recorded in cost of goods sold in the condensed consolidated statements of operations for each of the thirty-nine weeks ended December 26, 2015 and December 27, 2014, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations. As of December 26, 2015, there was $ 7.2 million of total unrecognized stock-based compensation expense related to unvested stock options, with a weighted-average remaining recognition period of 3.21 years. As of December 26, 2015, there was $1.7 million of total unrecognized stock-based compensation expense related to restricted stock, with a weighted-average remaining recognition period of 4.25 years. |