Share-based Compensation | Note 14 – Share-based Compensation For the years ended December 31, 2017, January 1, 2017 and January 3, 2016, the Company recorded total share-based compensation expense of $2,207, $2,996 and $1,256, respectively, the components of which are discussed in further detail below. Stock Option Awards Under the J. Alexander’s Holdings, Inc. 2015 Equity Incentive Plan, directors, officers and key employees of the Company may be granted equity incentive awards, such as stock options, restricted stock and stock appreciation rights in an effort to retain qualified management and personnel. This plan authorizes a maximum of 1,500,000 shares of the Company’s common stock to be issued to holders of these equity awards. No awards were made by the Company under this plan during fiscal year 2017. During fiscal years 2016 and 2015, the Compensation Committee and the Board of the Company awarded stock option grants totaling 553,750 and 467,000 options, respectively, to certain members of management and the members of the Board, and the contractual term for each grant is seven years. The requisite service period for each grant is four years with each vesting in four equal installments on the first four anniversaries of their respective grant dates . The Company uses the Black-Scholes-Merton option pricing model to estimate the fair value of stock option awards and used the following assumptions for the indicated periods during which grants were made as noted above: Year Ended January 1, 2017 January 3, 2016 Dividend yield 0.00 % 0.00 % Volatility factor 34.51 % 35.00 % Risk-free interest rate 1.34 % 1.36 % Expected life of options (in years) 4.75 4.75 Weighted-average grant date fair value $ 2.82 $ 3.33 The expected life of stock options granted during the periods presented was calculated in accordance with the simplified method described in SEC Staff Accounting Bulletin (“SAB”) Topic 14.D.2 in accordance with SAB 110. This approach was utilized due to the lack of exercise history and the anticipated behavior of the overall group of grantees. The risk-free rate for periods within the contractual life of the options is based on the 5-year U.S. Treasury bond rate in effect at the time of grant. The Company utilized a weighted rate for expected volatility based on a representative peer group within the industry. The dividend yield was set at zero as the underlying security does not pay a dividend. Additionally, management has made an accounting policy election in accordance with ASU No. 2016-09 to account for forfeitures when they occur. A grant of 5,000 shares was forfeited during fiscal year 2017. No such forfeitures occurred during 2016, and no cumulative-effect adjustment to equity was required upon adoption of this policy in 2016 as the previously assumed forfeiture rate in 2015 was 0% for then outstanding awards. A summary of stock options under the Company’s equity incentive plan is as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 28, 2014 - $ - Issued 467,000 10.39 Exercised - - Forfeited (30,000 ) 10.39 Outstanding at January 3, 2016 437,000 10.39 Issued 553,750 8.93 Exercised - - Forfeited - - Outstanding at January 1, 2017 990,750 9.58 Issued - - Exercised - - Forfeited (5,000 ) 8.90 Outstanding at December 31, 2017 985,750 $ 9.58 At December 31, 2017, stock options exercisable and shares available for future grant were 355,687 and 514,250, respectively. At January 1, 2017, stock options exercisable and shares available for future grant were 109,250 and 509,250, respectively. At January 3, 2016, stock options exercisable and shares available for future grant were zero and 1,063,000, respectively. As these awards contain only service conditions for vesting purposes and have a graded vesting schedule, the Company has elected to recognize the expense over the requisite service period for the entire award. Stock option expense totaling $747, $439 and $72 was recognized for fiscal years 2017, 2016 and 2015, respectively, which is included in the “General and administrative expenses” line item on the Consolidated Statements of Income and Comprehensive Income. At December 31, 2017, the Company had $1,743 of unrecognized compensation cost related to these share-based payments which is expected to be recognized over a period of approximately 2.85 years. The aggregate intrinsic value of stock options represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options. This amount changes based on the fair market value of the Company’s common stock and totaled $428, $1,163 and $232 at December 31, 2017 January 1, 2017 and January 3, 2016, respectively, for options outstanding. The intrinsic value of options exercisable at December 31, 2017 and January 1, 2017 totaled $107 and $39, respectively. No options were exercised in fiscal years 2017 or 2016. The following table summarizes the Company’s non-vested stock option activity for the year ended December 31, 2017: Weighted Average Number of Grant Date Shares Fair Value Non-vested stock options at January 1, 2017 881,500 $ 3.01 Granted - - Vested (246,437 ) 3.05 Forfeited (5,000 ) 2.81 Non-vested stock options at December 31, 2017 630,063 $ 3.00 The total fair value of stock options vested during fiscal years 2017, 2016 and 2015 was $751, $364 and $0, respectively. The following table summarizes information about the Company’s stock options outstanding at December 31, 2017: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at December 31, 2017 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at December 31, 2017 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $8.90 535,000 5.85 years $ 8.90 133,750 5.85 years $ 8.90 $10.24 13,750 5.32 years 10.24 3,437 5.32 years 10.24 $10.39 437,000 4.78 years 10.39 218,500 4.78 years 10.39 $8.90 - $10.39 985,750 5.37 years $ 9.58 355,687 5.19 years $ 9.83 Management Profits Interest Plan On January 1, 2015, J. Alexander’s Holdings, LLC adopted its 2015 Management Incentive Plan and granted equity incentive awards to certain members of its management in the form of Class B Units. The Class B Units are profits interests in J. Alexander’s Holdings, LLC. Class B Units in the amount of 1,770,000 were reserved for issuance under the plan and a total of 885,000 Class B Units were granted on January 1, 2015. Each Class B Unit represents a non-voting equity interest in J. Alexander’s Holdings, LLC that entitles the holder to a percentage of the profits and appreciation in the equity value of J. Alexander’s Holdings, LLC arising after the date of grant and after such time as an applicable hurdle amount is met. The hurdle amount for the Class B Units issued to our management in January 2015 was set at $180,000, which at such time was a reasonable premium to the estimated liquidation value of the equity of J. Alexander’s Holdings, LLC. The Class B Units issued to management vested with respect to 50% of the grant units on the second anniversary of the date of grant and with respect to the remaining 50% on the third anniversary of the date of grant and require a six-month holding period post vesting. Vested Class B Units may be exchanged for, at the Company’s option, either (i) cash in an amount equal to the amount that would be distributed to the holder of those Class B Units by J. Alexander’s Holdings, LLC upon a liquidation of J. Alexander’s Holdings, LLC assuming the aggregate amount to be distributed to all members of J. Alexander’s Holdings, LLC were equal to the Company’s market capitalization on the date of exchange, (net of any assets and liabilities of the Company that are not assets or liabilities of J. Alexander’s Holdings, LLC) or (ii) shares of the Company’s common stock with a fair market value equal to the cash payment under (i) above. The Class B Units issued to the Company’s management have been classified as equity awards and share-based compensation expense is based on the grant date fair value of the awards. At December 31, 2017, the applicable hurdle rate for these Class B Units was not met. The Company used the Black-Scholes-Merton pricing model to estimate the fair value of management profits interest awards and used the following assumptions: Grant Date Fair Value Member equity price per unit $ 10.00 Class B hurdle price $ 11.30 Dividend yield 0 % Volatility factor 35 % Risk-free interest rate 1.24 % Time to liquidity (in years) 3.5 Lack of marketability discount 23 % Grant date fair value $ 1.76 The member equity price per unit was based on a recent enterprise valuation of J. Alexander’s Holdings, LLC divided by the number of Class A Units outstanding at the date of grant. The Class B hurdle price is based on the hurdle rate divided by the number of Class A Units outstanding at the time of grant. The expected life of management profits interest awards granted during the period presented was determined based on the vesting term of the award which also includes a six-month holding period subsequent to meeting the requisite vesting period. The risk-free rate for periods within the contractual life of the profit interest award is based on an extrapolated 4-year U.S. Treasury bond rate in effect at the time of grant given the expected time to liquidity. The Company utilized a weighted rate for expected volatility based on a representative peer group of comparable public companies. The dividend yield was set at zero as the underlying security does not pay a dividend. The protective put method was used to estimate the discount for lack of marketability inherent to the awards due to the lack of liquidity associated with the post-vesting requirement and other restrictions on the Class B Units. As a result of the reorganization transactions on September 28, 2015 and as evidenced in the executed Second Amended and Restated LLC Agreement of J. Alexander’s Holdings, LLC, entered into in connection with the reorganization transactions, the members’ equity of J. Alexander’s Holdings, LLC was recapitalized such that the total outstanding Class B Units granted to management as discussed above was reduced on a pro rata basis from 885,000 to 833,346 which is also the number of Class B Units outstanding as of December 31, 2017, and resulted in an adjusted grant date fair value relative to these units of $1.87. The following table summarizes the Management Incentive Plan activity: Weighted Average Number of Grant Date Units Fair Value Non-vested management profits interest awards at January 1, 2017 416,673 $ 1.87 Granted - - Vested - - Forfeited - - Non-vested management profits interest awards at December 31, 2017 416,673 $ 1.87 As these awards contain only service conditions for vesting purposes and have a graded vesting schedule, the Company has elected to recognize the expense over the requisite service period for the entire award. Management profits interest expense totaling $518, $517 and $523 was recognized for fiscal year 2017, 2016 and 2015, respectively, which is included in the “General and administrative expense” line item on the Consolidated Statements of Income and Comprehensive Income. At December 31, 2017, the Company had $0 of unrecognized compensation cost related to these awards as the remaining unvested units vest on January 1, 2018. The total grant date fair value of units vested during fiscal years 2017, 2016 and 2015 was $0, $779 and $0, respectively. There was no redemption value of the outstanding management profits interest awards as of December 31, 2017 as the fair value was less than the hurdle rate. Black Knight Advisory Services Profits Interest Plan On September 28, 2015, immediately prior to the Distribution, J. Alexander’s Holdings, LLC entered into a Management Consulting Agreement with Black Knight, pursuant to which Black Knight provides corporate and strategic advisory services to J. Alexander’s Holdings, LLC. Pursuant to the terms of the Management Consulting Agreement between Black Knight and J. Alexander’s Holdings, LLC, a significant portion of the compensation to Black Knight for services rendered under the agreement was to be in the form of a profits interest grant, the terms of which are outlined in the Management Company Grant Agreement. On October 6, 2015, J. Alexander’s Holdings, LLC granted 1,500,024 Class B Units representing profits interests to Black Knight. The hurdle rate stated in the agreement of $151,052 was determined based on the number of shares of the Company’s common stock issued multiplied by $10.07, which was the volume weighted average closing price of the common stock over the five days following the reorganization transaction discussed in Note 1 above. The awards vest at a rate of one-third of the Class B Units on each of the first, second and third anniversaries of the grant date and require a six-month holding period post vesting. The Class B Units contain exchange rights which will allow for them to be converted once vested into shares of the Company’s common stock based upon the value of the Class B Units at that date. The value is determined in reference to the market capitalization of the Company, with certain adjustments made for assets or liabilities contained at the Company’s level which are not also assets and liabilities of J. Alexander’s Holdings, LLC. These awards may not be settled with a cash payment. The Class B Units issued to Black Knight have been classified as equity awards. Because the hurdle amount for these awards had been met at January 1, 2017 and January 3, 2016, the awards had intrinsic value of $1,020 and $1,275, respectively. The hurdle rate had not been met as of December 31, 2017, and, therefore, the intrinsic value as of this date was $0. The Company used the Black-Scholes-Merton pricing model to estimate the fair value of Black Knight profits interest awards which included the following assumptions for the indicated period: Year Ended December 31, 2017 Member equity price per unit $ 9.70 Class B hurdle price $ 10.07 Dividend yield 0 % Volatility factor 38 % Risk-free interest rate 2.20 % Time to liquidity (in years) 4.5 Estimated fair value $ 3.25 The member equity price per unit represents the share price of the Company on the reporting date. The Class B hurdle price represents the market value of J. Alexander’s Holdings, LLC on the grant date. The expected term of the Black Knight profits interest awards granted during the period presented was determined based on the mid-point between the full remaining economic term of the Management Consulting Agreement and the full vesting term of three years plus the six-month holding period. The risk-free rate is based on the U.S. Treasury bond rates in effect at the reporting date given the expected time to liquidity. A rate for expected volatility was based on a historical volatility analysis using daily stock price information for select comparable public companies based on the relative expected holding period of the Units. The dividend yield was set at zero as the underlying security does not pay a dividend. The following table summarizes the Black Knight profits interest plan activity: Number of Weighted Average Units Fair Value Non-vested Black Knight profits interest awards at January 1, 2017 1,000,016 $ 4.34 Granted - - Vested (500,008 ) 3.25 Forfeited - - Non-vested Black Knight profits interest awards at December 31, 2017 500,008 $ 3.25 These awards constitute nonemployee awards. Therefore, the Company will remeasure the fair value of the awards at each reporting date until performance is complete using the valuation model applied in previous periods. The portion of services rendered to each reporting date will be applied to the current measure of fair value to determine the expense for the relevant period. Because these awards have a graded vesting schedule, the Company has elected to recognize the compensation cost on a straight-line basis over the three-year requisite service period for the entire award. Black Knight profits interest expense totaling $942, $2,039 and $661 was recognized for fiscal years 2017, 2016 and 2015, respectively, which is included in the “General and administrative expense” line item on the Consolidated Statements of Income and Comprehensive Income. Based on the valuation of the awards at December 31, 2017, the Company had $1,233 of unrecognized compensation cost related to these awards which is expected to be recognized over a period of approximately 0.75 years. The total weighted average fair value of units vested during fiscal years 2017, 2016 and 2015 was $1,625, $2,170 and $0, respectively. |