Share-based Compensation | Note 15 – Share-based Compensation For the years ended December 29, 2019, December 30, 2018 and December 31, 2017, the Company recorded total share-based compensation expense of $1,498, $3,765 and $2,207, respectively, the components of which are discussed in further detail below. J. Alexander’s Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan Under the J. Alexander’s Holdings, Inc. Amended and Restated 2015 Equity Incentive Plan (the “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. The Company’s Board of Directors approved the amended and restated plan in May 2019, and it was subsequently approved by shareholders of the Company in June 2019 at the annual meeting of shareholders. The amended and restated plan authorizes a maximum of 2,850,000 shares of the Company’s common stock to be issued to holders of these equity awards. At December 29, 2019, December 30, 2018 and December 31, 2017, total shares available to be granted pursuant to the Plan (or the predecessor plan) were 721,250; 4,250; and 514,250, respectively. Stock Option Awards Under the 2015 Equity Incentive Plan previously in place, during fiscal years 2018, 2016 and 2015, the Compensation Committee and the Board of the Company awarded stock option grants totaling 510,000, 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 . No stock option awards were made by the Company under this plan during fiscal years 2019 and 2017. A total of 35,000 options have been forfeited since the inception of the plan, none of which occurred in fiscal year 2019. 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 December 30, 2018 Dividend yield 0.00 % Volatility factor 37.00 % Risk-free interest rate 2.69 % Expected life of options (in years) 4.75 Weighted-average grant date fair value $ 3.42 The expected life of stock options granted during the period 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 summary of stock options under the Company’s equity incentive plan is as follows: Number of Shares Weighted Average Exercise Price 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 Issued 510,000 9.55 Exercised - - Forfeited - - Outstanding at December 30, 2018 1,495,750 9.57 Issued - - Exercised - - Forfeited - - Outstanding at December 29, 2019 1,495,750 $ 9.57 At December 29, 2019, December 30, 2018 and December 31, 2017, stock options exercisable were 976,063; 602,125; and 355,687, 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 $1,105, $1,121 and $747 was recognized for fiscal years 2019, 2018 and 2017, respectively, which is included in the “General and administrative expenses” line item on the Consolidated Statements of Income and Comprehensive Income. At December 29, 2019, the Company had $1,262 of unrecognized compensation cost related to these stock options which is expected to be recognized over a period of approximately 2.15 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 $379, $0 and $428 at December 29, 2019, December 30, 2018 and December 31, 2017, respectively, for options outstanding. The intrinsic value of options exercisable at December 29, 2019, December 30, 2018 and December 31, 2017 totaled $277, $0 and $107, respectively. No options were exercised in fiscal years 2019, 2018 or 2017. The following table summarizes the Company’s non-vested stock option activity for the year ended December 29, 2019: Weighted Average Number of Grant Date Shares Fair Value Non-vested stock options at December 30, 2018 893,625 $ 3.23 Granted - - Vested (373,938 ) 3.17 Forfeited - - Non-vested stock options at December 29, 2019 519,687 $ 3.26 The total fair value of stock options vested during fiscal years 2019, 2018 and 2017 was $1,187, $751 and $751, respectively. The following table summarizes information about the Company’s stock options outstanding at December 29, 2019: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding at December 29, 2019 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable at December 29, 2019 Weighted Average Remaining Contractual Life Weighted Average Exercise Price $8.90 535,000 3.86 years $ 8.90 401,250 3.86 years $ 8.90 $9.55 510,000 5.15 years 9.55 127,500 5.15 years 9.55 $10.24 13,750 3.33 years 10.24 10,313 3.33 years 10.24 $10.39 437,000 2.79 years 10.39 437,000 2.79 years 10.39 $8.90 - $10.39 1,495,750 3.98 years $ 9.57 976,063 3.54 years $ 9.67 Restricted and Performance Shares On August 9, 2019, the Company granted 264,000 restricted share awards to members of its board of directors as well as certain employees of the Company and 52,500 performance share awards to certain employees of the Company under the Plan. The shares were registered under the Company’s Registration Statement on Form S-8, filed with the SEC on August 9, 2019. Restricted share awards are subject to only a service condition while performance share awards are regarded as contingently issuable common shares which are dependent upon achievement of certain performance targets by the Company. With respect to the restricted share awards, the restricted period for each grant is four years with the restriction expiring in four equal installments on the first four anniversaries of their respective grant dates. For the performance share awards, the performance period shall be any four consecutive fiscal quarters during the sixteen-quarter period beginning with the fiscal quarter in which the awards were granted. The performance target must be met for the performance period in order for the restriction to lapse. The following table summarizes the Company’s non-vested restricted and performance share activity for the year ended December 29, 2019: Restricted Shares Performance Shares Weighted Average Weighted Average Number of Grant Date Number of Grant Date Shares Fair Value Shares Fair Value Non-vested stock options at December 30, 2018 - $ - - $ - Granted 264,000 10.75 52,500 10.75 Vested - - - - Forfeited - - Non-vested stock options at December 29, 2019 264,000 $ 10.75 52,500 $ 10.75 Expense associated with the restricted shares is recognized using the straight-line method over the requisite service period, accounting for forfeitures as they occur. Expense associated with the performance share awards is recognized using the tranche method wherein the Company treats each vesting tranche as a separate award with compensation cost for each award recognized over its vesting period. The Company anticipates that the performance condition will be met during the performance period. The grant date fair value for each of the awards was $10.75 based on the Company’s quoted stock price on the date of grant. 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 required 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 29, 2019, 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 an 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 29, 2019, and resulted in an adjusted grant date fair value relative to these units of $1.87. As these awards contain only service conditions for vesting purposes and have a graded vesting schedule, the Company elected to recognize the expense over the requisite service period for the entire award. Management profits interest expense totaling $0, $0 and $518 was recognized for fiscal years 2019, 2018 and 2017, respectively, which is included in the “General and administrative expense” line item on the Consolidated Statements of Income and Comprehensive Income. As of December 29, 2019, the Company had $0 of unrecognized compensation cost related to these awards as the units fully vested on January 1, 2018. The total grant date fair value of units vested during fiscal years 2019, 2018 and 2017 was $0, $779 and $0, respectively. There was no redemption value of the outstanding management profits interest awards as of December 29, 2019 as the fair value was less than the hurdle rate. Black Knight Advisory Services Profits Interest Plan On October 6, 2015, J. Alexander’s Holdings, LLC granted 1,500,024 Class B Units representing profits interests to Black Knight with a hurdle rate stated in the agreement of $151,052. The awards vested 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 required a six-month holding period post vesting. The Class B Units contained exchange rights which allowed 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 the date of the conversion election. The value was 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 could not be settled with a cash payment. On November 30, 2018, the Company entered into the Termination Agreement which terminated the consulting agreement with Black Knight (the “Management Consulting Agreement”). Under the terms of the Management Consulting Agreement, Black Knight had 90 days from November 30, 2018 to exercise its right to convert the value of the fully-vested Class B Units above the applicable hurdle rate to the Company’s common stock. As Black Knight did not exercise its conversion rights within the 90-day period, the Class B Units were cancelled and forfeited for no consideration in fiscal year 2019. The Class B Units issued to Black Knight were classified as equity awards. The hurdle rate had not been met as of December 30, 2018 or December 31, 2017, and, therefore, the intrinsic value as of these dates was $0. The Company used the Black-Scholes-Merton pricing model to estimate the fair value of Black Knight profits interest awards. Since the Class B Units became fully vested on October 6, 2018, the Company obtained a final valuation of the grant as of that date which included the following assumptions: Member equity price per unit $ 11.47 Class B hurdle price $ 10.07 Dividend yield 0 % Volatility factor 36 % Risk-free interest rate 3.03 % Time to liquidity (in years) 3.8 Estimated fair value $ 4.19 The member equity price per unit represented the share price of the Company on the valuation date. The Class B hurdle price represented 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 was based on the U.S. Treasury bond rates in effect at the valuation 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. These awards constituted nonemployee awards. Therefore, the Company remeasured the fair value of the awards at each reporting date through October 6, 2018 using the valuation model applied in previous periods. The portion of services rendered to each reporting date was applied to the current measure of fair value to determine the expense for the relevant period. Because these awards had a graded vesting schedule, the Company 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 $0, $2,644 and $942 was recognized for fiscal years 2019, 2018 and 2017, respectively, which is included in the “General and administrative expense” line item on the Consolidated Statements of Income and Comprehensive Income. The total weighted average fair value of units vested during fiscal years 2018 and 2017 was $2,095 and $1,625, respectively. |