Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 13. Equity incentive plans and employee benefits Equity incentive plans We have adopted equity incentive plans that provide for the grant of stock awards to employees, directors and consultants that are designed to encourage and reward their long-term contributions to us and provide an incentive for them to remain with us. These plans are also intended to align our employees’ interest with the creation of long-term shareholder value. On July 10, 2015, the Board of Directors of the Company approved, subject to shareholder approval, the Company’s 2015 Stock Incentive Plan (the “2015 Plan”), which was approved by the Company’s shareholders at the 2015 annual meeting of shareholders held on August 20, 2015. The 2015 Plan is the successor to and continuation of the Company’s 2001 Stock Plan (the “2001 Plan”), and the Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan” and together with the 2001 Plan, the “Prior Plans”). Our 2015 Plan provides for the grant of stock options, restricted stock, restricted stock units, and other stock-related and performance awards that may be settled in cash, stock or other property. The total number of shares of the Company’s common stock reserved for issuance under the 2015 Plan consists of 3,000,000 shares plus the number of shares subject to stock awards outstanding under the Prior Plans that terminate prior to exercise and would otherwise be returned to the share reserves under the Prior Plans up to a maximum of 5,000,000 shares. As of January 30, 2016, there were 2,828,852 shares available for future grants under the 2015 Plan. Additionally, up to 3,732,316 shares of common stock subject to stock awards outstanding under the Prior Plans may become available for issuance under the 2015 Plan. As of September 23, 2009 and August 20, 2015, the 2001 Plan and the 2009 Plan were closed for future grants, respectively; however, these plans will continue to govern all outstanding awards that we originally granted from each plan. The majority of restricted stock units and restricted stock awards that vested during fiscal 2016, 2015 and 2014 were net-share settled such that the Company withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 42,654, 34,356 and 19,458 during fiscal 2016, 2015 and 2014, respectively, and were based on the value of the RSUs on their respective vesting dates as determined by our closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $1.5 million, $0.3 million and $0.3 million during fiscal 2016, 2015 and 2014, respectively, and are reflected as a financing activity within the Consolidated Statements of Cash Flows. Stock Options The total stock option activities and balances of our stock option plans are summarized as follows: Number of Options Outstanding Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value As of February 2, 2013 5,055,787 $ 12.50 4.9 Granted (Weighted average fair value of $2.36) 690,423 5.39 Cancelled (1,631,375 ) 12.78 Exercised (20,214 ) 2.64 As of February 1, 2014 4,094,621 11.24 4.8 Granted (Weighted average fair value of $1.80) 467,400 4.54 Cancelled (734,702 ) 9.52 Exercised (59,261 ) 4.59 As of January 31, 2015 3,768,058 10.86 4.9 Granted (Weighted average fair value of $3.64) 104,200 8.74 Cancelled (415,146 ) 10.39 Exercised (523,441 ) 6.83 As of January 30, 2016 2,933,671 $ 11.57 4.2 $ 1,070,695 Ending vested and expected to vest 2,920,123 $ 11.59 4.2 $ 1,064,216 Ending exercisable 2,606,276 $ 12.22 3.7 $ 794,136 The aggregate intrinsic value, as of January 30, 2016, in the table above represents the total pretax intrinsic value, based on our closing stock price of $6.63 on that date which would have been received by the option holders had all options holders exercised their options as of that date. The aggregate exercise date intrinsic value of options that were exercised under our stock plans during fiscal 2016, 2015 and 2014 were $1.6 million, $0.1 million and less than $0.1 million, respectively, determined as of the exercise date. The total fair value of options which vested during fiscal 2016, 2015 and 2014 was $1.3 million, $2.1 million and $4.1 million, respectively. The options outstanding and currently exercisable as of January 30, 2016 were in the following exercise price ranges: Options Outstanding and Exercisable Range of Exercise Prices Number Outstanding as of 1/30/16 Weighted Average Remaining Contractual Term Weighted Average Exercise Price Number Exercisable as of 1/30/16 Weighted Average Exercise Price $0.92 - $4.59 338,016 7.66 $ 4.43 284,515 $ 4.44 $4.63 - $6.49 393,858 7.59 5.80 215,959 5.84 $6.55 - $10.51 198,985 6.55 8.46 106,125 8.22 $10.59 - $10.59 344,200 3.99 10.59 344,200 10.59 $10.87 - $10.87 325,600 2.76 10.87 325,600 10.87 $11.06 - $11.06 355,730 0.57 11.06 355,730 11.06 $11.07 - $11.09 359,234 3.40 11.08 359,234 11.08 $11.47 - $15.25 382,448 3.06 13.33 379,313 13.34 $15.64 - $41.58 187,600 2.12 32.45 187,600 32.45 $45.83 - $45.83 48,000 1.76 45.83 48,000 45.83 2,933,671 4.17 $ 11.57 2,606,276 $ 12.22 As of January 30, 2016, the unrecorded stock-based compensation balance related to stock options outstanding excluding estimated forfeitures was $0.8 million and will be ratably recognized over an estimated weighted average amortization period of 2. 0 years. The amortization period is based on the expected remaining vesting term of the options. Restricted Stock Awards Restricted Stock Awards, or RSAs, may be granted under our 2015 Plan and will reduce shares available to grant under the plan by one share for every one share of restricted stock granted. Historically, RSAs were granted under our 2009 Plan and consisted of time-based restricted shares, which shares were subject to forfeiture until vested if length of service requirements had not been met. These RSAs had a contractual term of ten years and generally vested over one to five years according to the terms specified in the individual grants. The following table sets forth the shares of restricted stock awards outstanding as of January 30, 2016: Restricted Stock Awards Weighted Average Grant Date Fair Value per Award Aggregate Intrinsic Value As of February 2, 2013 163,311 $ 8.71 $ 860,649 Cancelled/forfeited (13,175 ) 9.50 Vested (61,758 ) 8.49 As of February 1, 2014 88,378 8.75 414,493 Vested (44,189 ) 8.75 As of January 31, 2015 44,189 8.75 281,042 Vested (44,189 ) 8.75 As of January 30, 2016 - $ - $ - The aggregate intrinsic value, as of January 30, 2016, in the table above represents the total pretax intrinsic value, based on our closing stock price on that date which would have been received by the RSA holders had all RSU holders vested as of that date. As of January 30, 2016, there was no unrecognized stock-based compensation balance related to RSAs as all previously outstanding RSAs have vested . Restricted Stock Units We value restricted stock units, or RSUs, using the quoted market price of the underlying stock on the date of grant. RSUs are granted under our 2015 Plan and have a contractual term of ten years and generally vest over four years, based on continued employment, and are settled upon vesting in shares of the Company’s common stock on a one-for-one basis. Each share issued with respect to RSUs granted under the 2015 Plan reduces the number of shares available for grant under the plan by one share. RSUs cancelled and shares withheld to satisfy tax withholding obligations increase the number of shares available for grant under the 2015 Plan utilizing a factor of one times the number of RSUs cancelled or shares withheld. All awards generally provide for accelerated vesting upon a change in control or normal or early retirement (as defined in the applicable stock incentive plan). During the fourth quarter of fiscal 2016, the Company granted 299,971 performance-based RSUs to certain employees, the vesting of which is contingent upon the achievement of certain performance criteria, namely future sales targets attributable to certain types of products. These RSUs have a multi-year performance period and are expected to vest over a two year period commencing upon the achievement of the respective performance criteria. Stock-compensation expense will be recognized over the requisite service period based on management’s best estimate of the probability of the performance criteria being satisfied using the most currently available projections of future sales performance, adjusted at each balance sheet date. Changes in the subjective and probability-based assumptions can materially affect the estimate of fair value of stock-based compensation and consequently, the related amount recognized in our consolidated statements of operations. As of January 30, 2016, the performance criterion has not been met for any of the performance-based RSUs outstanding. We recognized no compensation expense related to these performance-based RSUs during fiscal 2016 . The following table sets forth the shares of RSUs outstanding as of January 30, 2016: Restricted Stock Units Weighted Average Grant Date Fair Value per Unit Aggregate Intrinsic Value As of February 2, 2013 632,262 $ 6.28 $ 3,332,021 Granted 213,886 4.99 Vested (210,720 ) 6.11 Cancelled/forfeited (166,921 ) 6.26 As of February 1, 2014 468,507 5.78 2,197,298 Granted 1,157,127 4.91 Vested (257,315 ) 6.22 Cancelled/forfeited (54,404 ) 6.09 As of January 31, 2015 1,313,915 4.91 8,356,499 Granted 1,165,832 8.74 Vested (861,259 ) 5.52 Cancelled/forfeited (215,876 ) 7.37 As of January 30, 2016 1,402,612 $ 7.53 $ 9,299,318 The total fair value of RSUs which vested during fiscal 2016, 2015 and 2014 was $4.8 million, $1.6 million and $1.3 million, respectively. The aggregate intrinsic value, as of January 30, 2016, in the table above represents the total pretax intrinsic value, based on our closing stock price of $6.63 on that date which would have been received by the RSU holders had all RSU holders vested as of that date. As of January 3 0, 2016, the unrecognized stock-based compensation balance related to RSUs outstanding excluding estimated forfeitures was $7.0 million and will be ratably recognized over an estimated weighted average amortization period of 2.0 years. Employee stock purchase plan On July 10, 2015, the Board of Directors of the Company approved, subject to shareholder approval, the Company’s 2015 Employee Stock Purchase Plan (the “2015 ESPP”), which was approved by the Company’s shareholders at the 2015 annual meeting of shareholders held on August 20, 2015. The 2015 ESPP has replaced the Company’s 2010 Employee Stock Purchase Plan (the “2010 ESPP”), which was terminated. There are 3,500,000 shares of common stock reserved for issuance under the 2015 ESPP. The 2015 ESPP is implemented by offerings of rights to eligible employees. Each offering will be in such form and will contain such terms and conditions as our Board or a committee thereof will deem appropriate, subject to compliance with applicable regulations. The provisions of separate offerings need not be identical. Under the terms of the offerings that have commenced to date under the 2015 ESPP, eligible employees may authorize payroll deductions of up to 15% of their regular base salaries limited to $25,000 during any calendar year, to purchase common stock at 85% of the fair market value of our common stock at the beginning or end of the six-month offering period, whichever is lower. The maximum number of shares that can be purchased in any single offering period is limited under the terms of the offering. These terms will automatically apply to future offerings under the 2015 ESPP unless modified by the Board or a committee thereof. During fiscal 2016, 2015 and 2014, 92,122, 626,966 and 618,670 shares of our common stock were purchased at an average price of $5.37, $3.89 and $4.16 per share, respectively. As of January 30, 3016, we had 3,407,878 available for issuance of the 3,500,000 shares of common stock reserved under the 2015 ESPP. Prior to the 2015 ESPP approval, the active plan governing employee purchases during fiscal 2016 was the 2010 ESPP. However, no purchases were made under the aforementioned plan due to circumstances that arose during fiscal 2015 resulting in the issuance of 315,810 shares in excess of the 2,500,000 shares previously reserved under the 2010 ESPP, details of which are described below. During the first quarter of fiscal 2016, we discovered that we inadvertently sold shares of our common stock to our employees during fiscal 2015 in excess of the shares of common stock authorized to be issued under our 2010 Purchase Plan. As a result, we may have failed to comply with the registration or qualification requirements of the federal securities law. Certain purchasers of the shares that were issued in excess of the shares authorized under our 2010 ESPP may have the right to rescind their purchases from us for an amount equal to the purchase price paid for shares, plus interest from the date of purchase. These shares were treated as issued and outstanding for financial reporting purposes as of the original date of issuance. We intend to make a registered rescission offer in fiscal 2017 to eligible participants who purchased shares during the impacted offering periods in fiscal 2015. As of February 1, 2016, there were approximately 61,716 shares issued to participants in the 2010 ESPP during the impacted offering periods that continued to be held by the original purchasers of such shares which may be subject to the rescission rights referenced above. All of these shares were originally purchased for $3.89 per share. If holders of all these shares seek to rescind their purchases, we could be required to make aggregate payments of up to approximately $0.4 million based on initial estimates, which does not include statutory interest. However, the actual impact to our cash position may be lower depending on the number of holders who accept the rescission offer and tender their shares. Pursuant to the authoritative accounting guidance, the shares are considered mandatorily redeemable as the redemption may be outside of our control. We reclassified the aforementioned amount out of additional-paid-in-capital into accrued compensation and related benefits during fiscal 2015. We continue to carry the resulting liability on the accompanying consolidated balance sheets as of January 30, 2016 and January 31, 2015 and will continue to do so until such rescission rights have expired subsequent to the aforementioned offering in fiscal 2017. We have not classified the shares themselves outside of permanent equity as these shares are legally outstanding with all rights and privileges therein. We also may be subject to civil and other penalties by regulatory authorities as a result of the failure to register these shares with the Securities and Exchange Commission. We do not believe that the failure to register the shares or the planned rescission offer will have a material impact on our consolidated financial statements. We are also in the process of settling the potential tax consequences on behalf of our employees for issuing shares in excess of the number of shares reserved under our 2010 ESPP with relevant tax authorities. We may incur additional costs associated with any potential tax consequences and have included $0.4 million of expense associated with these additional costs which were recorded in accrued compensation and related benefits during fiscal 2015. We continue to carry the resulting liability on the accompanying consolidated balance sheets as of January 30, 2016 and January 31, 2015 and will continue to do so until such settlement has been reached with the aforementioned authorities. Valuation of stock-based compensation The fair value of RSA and RSU awards is based on the quoted market price of the underlying stock at the date of grant. The fair value of stock option and employee stock purchase plan right awards is estimated at the grant date using the Black-Scholes option pricing model. The determination of fair value of stock option and employee stock purchase plan right awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards and actual employee stock option exercise behavior. The fair value of each stock option and employee stock purchase plan right was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions: Fiscal Years Ended Stock options January 30, 2016 January 31, 2015 February 1, 2014 Expected volatility 44.84 % 42.72 % 46.91 % Risk-free interest rate 1.60 % 1.63 % 1.44 % Expected term (in years) 5.19 5.11 5.18 Dividend yield 0 % 0 % 0 % Weighted average fair value at grant date $ 3.64 $ 1.80 $ 2.36 Fiscal Years Ended Employee stock purchase plan January 30, 2016 January 31, 2015 February 1, 2014 Expected volatility 77.90 % 50.05 % 38.92 % Risk-free interest rate 0.44 % 0.08 % 0.10 % Expected term (in years) 0.46 0.50 0.50 Dividend yield 0 % 0 % 0 % Weighted average fair value at grant date $ 2.24 $ 1.67 $ 1.27 The computation of the expected volatility assumptions used in the Black-Scholes calculations for new stock option and employee stock purchase plan right awards is based on the historical volatility of our stock price, measured over a period equal to the expected term of the grants or purchase rights. The risk-free interest rate is based on the yield available on U.S. Treasury Strips with an equivalent remaining term. The expected term of stock options represents the weighted-average period that the stock options are expected to remain outstanding and was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based payment awards and vesting schedules. The expected term of employee stock purchase rights is the period of time remaining in the current offering period. The dividend yield assumption is based on our history of not paying dividends and assumption that we will not pay dividends in the future. Stock-based compensation expense related to purchases of common stock under the 2015 ESPP and 2010 ESPP for fiscal 2016, 2015 and 2014 was $0.2 million, $0.8 million and $0.7 million, respectively. The following table sets forth the total stock-based compensation expense that is included in each functional line item in the consolidated statements of operations (in thousands): Fiscal Years Ended January 30, 2016 January 31, 2015 February 1, 2014 Cost of revenue $ 227 $ 190 $ 267 Research and development 3,241 3,147 3,381 Sales and marketing 1,151 979 1,275 General and administrative 1,940 1,963 1,891 Total stock-based compensation $ 6,559 $ 6,279 $ 6,814 Shares reserved for future issuance We had the following shares of common stock reserved for future issuance upon exercise or issuance of equity instruments at January 30, 2016: Shares Reserved Authorized for future grants under stock incentive plans 6,236,730 Stock options outstanding 2,933,671 Restricted stock units outstanding 1,402,612 Shares reserved for future issuance 10,573,013 401(k) tax deferred savings plan We maintain a 401(k) tax deferred savings plan for the benefit of qualified employees who are U.S. based. Under the 401(k) tax deferred savings plan, U.S. based employees may elect to reduce their current annual taxable compensation up to the statutorily prescribed limit, which is $18 ,000 in calendar year 2015 . Employees age 50 or over may elect to contribute an additional $6,000. We made matching contributions to the 401(k) tax deferred savings plan during fiscal 2016 of $0.3 million and made no matching contributions in either 2015 or 2014. Endowment insurance pension plan Related to our acquisition of our DTV business in May 2012, we added operations in Shanghai, China. It is required by the “Procedures of Shanghai Municipality on Endowment Insurance for Town Employees” to provide pension insurance for Shanghai employees. This mandatory plan is managed by the local authority. Under the current plan, the employee will contribute 8.0% of the annual base to the plan and the employer will match 21% of the annual base. For calendar year 2015, the annual base is capped at RMB 16 ,353 per employee. During fiscal 2016, 2015 and 2014, we made matching contributions of $2.3 million, $2.1 million and $2.1 million, respectively. Retirement pension plans We maintain a Retirement Pension Plan for the benefit of qualified employees who are based in Denmark. Under the Retirement Pension Plan, Denmark based employees may elect to reduce their annual taxable compensation up to their annual salary. We have a discretionary matching contribution program whereby we contribute 4.5% of our employee’s annual salary. We made matching contributions to this plan of $0.2 million per year during fiscal 2016, 2015 and 2014. We contribute to a government managed labor pension fund for the benefit of qualified employees who are based in Taiwan. Under this plan, Taiwan based employees may elect to reduce their current annual taxable compensation up to 6% of their annual salary and we are required to match 6% of their annual salary up to the statutorily prescribed annual salary limitation of NTD 150,000 per employee. We made matching contributions to this plan of $0.1 million per year during fiscal 2016, 2015 and 2014. Related to our acquisition of our DTV business in May 2012, we added operations in Waalre, The Netherlands. We maintain a retirement pension plan for the benefit of qualified employees who are employed by Sigma Designs Netherlands. Under the current plan, employees contribute 1.7% of their annual pensionable salary to the plan and we match 22% of their annual pensionable salary. During fiscal 2016, 2015 and 2014, we made matching contributions of $0.3 million, $0 .3 million and $0.4 million to this plan, respectively. Related to our acquisition of our DTV business in May 2012, we added operations in Freiburg, Germany. We maintain a retirement pension plan for the benefit of qualified employees who are employed by Sigma Designs Germany. Under the current plan, we have a discretionary matching contribution program whereby we contribute 4% of our employees’ annual salary. We made matching contributions to this plan of less than $0.1 million per year during fiscal 2016, 2015 and 2014. Severance plan We maintain a severance plan for several Israeli employees pursuant to Israel's Severance Pay Law based on the most recent salary of the employees multiplied by the number of years of employment. Upon termination of employment, employees are entitled to one month salary for each year of employment or a portion thereof. As of January 30, 2016, we have an accrued severance liability of $0.7 million offset by $0.6 million of severance employee funds. We made contributions of approximately $0.1 million per year related to this obligation during fiscal 2016, 2015 and 2014. Employee termination benefits Termination benefits are payable when an employee is involuntarily terminated, or whenever an employee accepts voluntary termination in exchange for termination benefits. For the accounting treatment and timing recognition of involuntarily termination benefits, we distinguish between one-time termination benefit arrangements and ongoing termination benefit arrangements. A one-time termination benefit arrangement is established by a termination plan and applies to a specified termination event. One-time involuntary termination benefits are recognized as a liability when the termination plan meets certain criteria and has been communicated to employees. If employees are required to render future service in order to receive these one-time termination benefits, the liability is recognized ratably over the future service period. Termination benefits other than one-time termination benefits are termination benefits for which the communication criterion is not met but that are committed to by management, or termination obligations that are not specifically determined in a new and single plan. These termination benefits include all legal, contractual and past practice termination obligations to be paid to employees in case of involuntary termination. These termination benefits are accrued for when commitment creates a present obligation to our employees for the benefits expected to be paid, when it is probable that employees will be entitled to the benefits and the amount can be reasonably estimated. As discussed in Note 9, during fiscal 2015 and 2014, we adopted restructuring plans resulting in employee termination costs of $1.1 million and $1.7 million, respectively, which were recorded in restructuring costs in the accompanying consolidated statements of operations. There were no employee related restructuring costs during fiscal 2016 as restructuring efforts under the plan initiated in fiscal 2013 had substantially been completed as of January 31, 2015. |