Capital Stock | 13. Capital Stock Controlling Interest by Officers, Directors and Family Members . As of December 29, 2018, Steven Berman, the Executive Chairman of the Company, and members of his family beneficially own approximately 18% of the outstanding shares of our common stock and can influence the election of our Board of Directors, the outcome of most corporate actions requiring shareholder approval (including certain fundamental transactions) and the affairs of the Company. Undesignated Stock . We have 50,000,000 shares authorized of undesignated capital stock for future issuance. The designation, rights and preferences of such shares will be determined by our Board of Directors. Incentive Stock Plan . On May 16, 2018, our shareholders approved our 2018 Stock Option and Stock Incentive Plan (the “2018 Plan” or the “Plan”), which supersedes our 2008 Stock Option and Stock Incentive Plan. All future stock compensation grants will be issued under the 2018 Plan. Under the terms of the Plan, our Board of Directors may grant up to 1,200,000 shares of common stock in the form of shares of restricted stock, restricted stock units, stock appreciation rights and stock options or combinations thereof to officers, directors, employees, important consultants and advisors. Grants under the Plan must be made within ten years of the date the Plan was approved. Stock options are exercisable upon the terms set forth in each grant agreement approved by the Board of Directors, but in no event more than ten years from the date of grant. Restricted stock and restricted stock units vest in accordance with the terms set forth in each applicable award agreement approved by our Board of Directors. At December 29, 2018, 1,162,398 shares were available for grant under the Plan. Restricted Stock We grant restricted stock to certain employees and members of our Board of Directors. The value of restricted stock issued is based on the fair value of our common stock on the grant date. Vesting of restricted stock is based on continued employment or service for a specified period and, in certain circumstances, the attainment of financial goals. Compensation cost related to the stock is recognized on a straight-line basis over the vesting period. We retain the restricted stock, and any dividends paid thereon, until the vesting provisions have been met. For awards with a service condition only, compensation cost related to the stock is recognized on a straight-line basis over the vesting period. For awards that have a service condition and require the attainment of financial goals, compensation cost related to the stock is recognized over the vesting period if it is probable that the financial goals will be attained. Compensation cost related to restricted stock was $2.6 million, $2.8 million and $2.3 million in fiscal 2018, fiscal 2017 and fiscal 2016, respectively. The compensation costs were classified as selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during fiscal 2018, fiscal 2017 or fiscal 2016. The following table summarizes our restricted stock activity for the three years ended December 29, 2018: Shares Weighted Average Price Balance at December 26, 2015 43,242 $ 34.49 Granted 133,794 $ 49.45 Vested (29,002 ) $ 29.74 Cancelled (2,671 ) $ 33.79 Balance at December 31, 2016 145,363 $ 49.22 Granted 70,611 $ 78.27 Vested (56,953 ) $ 56.03 Cancelled (5,294 ) $ 51.56 Balance at December 30, 2017 153,727 $ 59.96 Granted 89,798 $ 73.51 Vested (45,707 ) $ 62.56 Cancelled (27,081 ) $ 75.39 Balance at December 29, 2018 170,737 $ 63.94 As of December 29, 2018, there was approximately $5.9 million of unrecognized compensation cost related to nonvested restricted stock, which is expected to be recognized over a weighted-average period of approximately 2.3 years. Cash flows resulting from tax deductions in excess of the tax effect of compensation cost recognized in the financial statements are classified as operating cash flows. In accordance with ASU 2016-09 (see Note 2), t he excess tax benefit generated from restricted shares which vested was $0.1 million in fiscal 2018 and $0.4 million in fiscal 2017 and was credited to income tax expense. The excess tax benefit generated from restricted shares which vested was $0.3 million in fiscal 2016 and was credited to additional paid-in capital. Stock Options We grant stock options to certain employees and members of our Board of Directors. We expense the grant-date fair value of stock options. Compensation cost is recognized over the vesting or performance period. Compensation cost charged against income was $0.5 million in fiscal 2018 and $0.3 million in fiscal 2017 and $0.1 million in fiscal 2016, respectively We used the Black-Scholes option valuation model to estimate the fair value of stock options granted in fiscal 2018, fiscal 2017 and fiscal 2016. Expected volatility and expected dividend yield are based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using historical option exercise data. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date. The weighted-average grant-date fair value of options granted during fiscal 2018 was $15.88, fiscal 2017 was $15.81 and fiscal 2016 was $8.40 per option. The following table summarizes the weighted average valuation assumptions used to calculate the fair value of options granted: 2018 2017 2016 Expected dividend yield 0 % 0 % 0 % Expected stock price volatility 27 % 27 % 26 % Risk-free interest rate 2.6 % 1.5 % 0.9 % Expected life of options 3.0 years 3.0 years 3.0 years The following table summarizes our stock option activity for the three years ended December 29, 2018: Shares Option Price per Share Weighted Average Price Weighted Average Remaining Terms (years) Aggregate Intrinsic Value Balance at December 26, 2015 40,000 $5.67 – $7.74 $ 6.86 Granted 61,084 $41.59 – $53.32 $ 44.36 Balance at December 31, 2016 101,084 $5.67 – $53.32 $ 29.52 Granted 58,024 $69.02 – $82.59 $ 78.58 Exercised (32,751 ) $6.90 – $41.59 $ 7.69 Cancelled (3,810 ) $41.59 – $78.64 $ 56.72 Balance at December 30, 2017 122,547 $5.67 – $82.59 $ 57.74 Granted 81,995 $68.93 – $82.94 $ 73.84 Exercised (15,113 ) $5.67 – $78.64 $ 39.38 Cancelled (960 ) $ 72.55 $ 72.55 Balance at December 29, 2018 188,469 $7.74 – $82.94 $ 66.14 3.6 $ 4,186,151 Options exercisable at December 29, 2018 35,966 $7.74 – $82.59 $ 51.57 2.4 $ 1,323,007 As of December 29, 2018, there was approximately $1.8 million of unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.8 years. The following table summarizes information concerning currently outstanding and exercisable options at December 29, 2018: Options Outstanding Options Exercisable Range of Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $7.74 - $24.66 4,000 0.9 $ 7.74 4,000 $ 7.74 $24.67 - $41.60 35,544 2.1 $ 41.59 13,706 $ 41.59 $41.61 - $69.01 21,900 4.8 $ 58.67 7,200 $ 53.32 $69.02 - $77.99 62,184 4.2 $ 72.43 326 $ 69.02 $78.00 - $82.94 64,841 3.5 $ 79.69 10,734 $ 78.93 Balance at December 29, 2018 188,469 3.6 $ 66.14 35,966 $ 51.57 Cash received from option exercises was $0.2 million in fiscal 2018 and was less than $0.1 million in fiscal 2017. There were no option exercises during fiscal 2016. There was no excess tax benefit generated from option exercise in 2018. In accordance with ASU No.2016-09 (see Note 2), the excess tax benefit generated from option exercises was $0.6 million in fiscal 2017 and was credited to income tax expense. There was no excess tax benefit generated from stock option exercises in fiscal 2016. Performance-Based Long Term Award Program. The Compensation Committee of our Board of Directors has approved the Performance-Based Long Term Award Program (the “Program”) which connects compensation for certain of our executives to the three-year compound annual growth in our pre-tax income as defined in the Program. For the three-year periods ending in 2016 and 2017, the Compensation Committee had the discretion to settle the long term bonus in either cash or equity. These are liability-classified awards. The Compensation Committee elected to settle the award in equity for the three-year periods ending in fiscal 2017 and cash for three-year periods ending in fiscal 2016. In fiscal 2016, the Compensation Committee modified the Program to settle the awards earned in the three-year periods ending in fiscal 2018 and beyond in equity alone. These awards are equity-classified. Any equity issued related to the Program will be from the 2018 Plan. Employee Stock Purchase Plan. In May 2017, our shareholders’ approved the Dorman Products, Inc. Employee Stock Purchase Plan (the ‘ESPP”), which makes available 1,000,000 shares of our common stock for sale to eligible employees. The purpose of this plan, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions and limited cash contributions by our employees. These contributions are used to purchase shares of the Company’s common stock at a 15% discount from the lower of the market price at the beginning or end of the purchase window. Share purchases under the plan are made twice annually, beginning in March 2018. There were 21,173 shares purchased under this plan during fiscal 2018. There were no shares purchased under this plan during fiscal 2017. Compensation cost under the ESPP plan was $0.4 million in fiscal 2018 and $0.1 million in fiscal 2017. 401(k) Retirement Plan . The Dorman Products, Inc. 401(k) Retirement Plan and Trust (the “401(k) Plan”) is a defined contribution profit sharing and 401(k) plan covering substantially all of our employees as of December 29, 2018. Annual contributions under the 401(k) Plan are determined by the Compensation Committee of our Board of Directors. Total expense related to the 401(k) Plan was $4.3 million in fiscal 2018, $2.7 million in fiscal 2017 and $2.5 million in fiscal 2016. At December 29, 2018, the 401(k) Plan held 243,348 shares of our common stock. Common Stock Repurchases. We periodically repurchase, at the then current market price, and cancel common stock issued to the 401(k) Plan. Shares are generally purchased from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons. During fiscal 2018 our Board of Directors approved the repurchase and cancellation of 26,280 shares of our common stock for $2.0 million at an average price of $74.79 per share. During fiscal 2017, our Board of Directors approved the repurchase and cancellation of 19,110 shares of our common stock for $1.4 million at an average price of $73.34 per share. During fiscal 2016, our Board of Directors approved the repurchase and cancellation of 38,970 shares of our common stock for $2.2 million at an average price of $56.66 per share. Share Repurchase Program . On December 12, 2013 we announced that our Board of Directors authorized a share repurchase program, authorizing the repurchase of up to $10 million of our outstanding common stock by the end of 2014. Through several expansions and extensions, our Board of Directors has expanded the program to $400 million and extended the program through December 31, 2021. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion. The share repurchase program does not obligate us to acquire any specific number of shares. We repurchased 622,223 common shares for $43.4 million at an average price of $69.73 under this program during fiscal 2018. We repurchased 1,006,365 common shares for $74.7 million at an average price of $74.26 under this program during fiscal 2017. We repurchased 430,866 common shares for $22.5 million at an average price of $52.15 under this program during fiscal 2016. At December 29, 2018, $183.3 million was available for repurchase under this program. |