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Stock Based Compensation
9 Months Ended
Oct. 03, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock Based Compensation

6. Stock Based Compensation

The Company accounts for stock-based compensation granted to employees and directors, including employees stock option awards, restricted stock and restricted stock units in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). Accordingly, stock-based compensation cost is measured at grant date, based on the fair value of the award, and is recognized as expense over the employee’s service period. The Company recognizes compensation expense on a straight-line basis over the requisite service period of the award.

The Company values options using the Black-Scholes option pricing model. Restricted stock and time-based restricted stock units are valued at the grant date fair value of the underlying common shares. Performance-based restricted stock units are valued using the Monte Carlo simulation model. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Monte Carlo simulation model incorporates assumptions for the holding period, risk-free interest rate, stock price volatility and dividend yield.

2008 Equity Incentive Plan.

For the nine months ended October 3, 2015, the only active stock-based compensation plan was the 2008 Equity Incentive Plan (the “Incentive Plan”). The terms of awards granted during the nine months ended October 3, 2015 were consistent with those described in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended January 3, 2015.

Summary of Stock Options

The following table summarizes information regarding activity in our stock option plan during the nine months ended October 3, 2015:

 

 

Number of
Shares

 

 

Weighted
Average
Exercise Price
Per Share

 

  

Aggregate
Intrinsic
Value
(thousands)

 

Outstanding as of January 3, 2015 

  

833,795

 

 

$

4.88 

  

  

 

 

 

Granted 

  

117,800

 

 

$

9.92 

  

  

 

 

 

Exercised 

  

(205,943

)

 

$

3.63 

  

  

 

 

 

Canceled or forfeited 

 

(153,966

)

 

$

4.44 

  

  

 

 

 

Outstanding as of October 3, 2015 

 

591,686

 

 

$

6.43 

  

  

$

1,030

  

The weighted average grant date fair value of the options granted under the Company’s stock plans as calculated using the Black-Scholes option-pricing model was $2.77 and $3.54 per share for the three months ended October 3, 2015 and September 27, 2014, respectively. The weighted average grant date fair value of the options granted under the Company’s stock plans as calculated using the Black-Scholes option-pricing model was $4.23 and $4.06 per share for the nine months ended October 3, 2015 and September 27, 2014, respectively.

The Company uses the Black-Scholes option-pricing model to estimate fair value of stock-based awards (options) with the following weighted average assumptions:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

October 3,
2015

 

 

September 27,
2014

 

 

October 3,
2015

 

 

September 27,
2014

 

Average risk free interest rate

 

1.30

%

 

 

1.56

 

 

1.27

%

 

 

1.49

%

Expected life (in years)

 

4.55 years

 

 

 

4.50 years

  

 

 

4.55 years

 

 

 

4.50 years

 

Dividend yield

 

%

 

 

 

 

 

 

%

Average volatility

 

47

%

 

 

54

 

 

50

 

 

56

%

 

Option-pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of the Company’s stock price history over a period commensurate with the expected term of the options, trading volume of the Company’s stock, look-back volatilities and Company specific events that affected volatility in a prior period. The expected term of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the history of exercises and cancellations on all past option grants made by the Company, the contractual term, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as the Company has not issued any dividends and does not anticipate issuing any dividends in the future.

The following table shows stock-based compensation expense included in the condensed consolidated statements of operations for the three and nine months ended October 3, 2015 and September 27, 2014:

 

 

Three Months Ended

 

 

Nine Months Ended

 

October 3,
2015

 

 

September 27,
2014

 

 

October 3,
2015

 

 

September 27,
2014

Cost of revenues

$

49

 

 

$

37

 

 

$

172

 

 

$

110

Research and development

 

21

 

 

 

27

 

 

 

153

 

 

 

75

Sales and marketing

 

42

 

 

 

26

 

 

 

146

 

 

 

86

General and administrative

 

51

 

 

 

154

 

 

 

254

 

 

 

451

 

$

163

 

 

$

244

 

 

$

725

 

 

$

722

 

Stock-based compensation expense capitalized to inventory was immaterial for the quarters ended October 3, 2015 and September 27, 2014.

 

Occasionally, the Company will grant stock-based instruments to non-employees. During the nine months ended October 3, 2015 and September 27, 2014, the amount of stock-based compensation related to non-employee options was not material.  

Information regarding stock options outstanding, vested and expected to vest and exercisable as of October 3, 2015 is summarized below:

 

 

Number of
Shares

  

 

Weighted 
Average
Exercise Price

 

  

Weighted 
Average
Remaining 
Contractual
Life (Years)

  

 

Aggregate
Intrinsic Value
(thousands)

 

Options outstanding

  

591,686

  

 

$

6.43

  

  

 

4.19

  

 

$

1,030

  

Options vested and expected to vest

  

554,357

  

 

$

6.31

  

  

 

4.10

  

 

$

1,009

  

Options exercisable

  

293,854

  

 

$

5.14

  

  

 

3.11

  

 

$

761

  

The aggregate intrinsic value in the table above represents the pre-tax intrinsic value, based on the Company’s closing price as of October 2, 2015, that would have been received by option holders had all option holders exercised their stock options as of that date. This amount changes based on the fair market value of the Company’s stock. The total intrinsic value of options exercised for the nine months ended October 3, 2015 and September 27, 2014 was approximately $144 thousand and $354 thousand, respectively.

As of October 3, 2015, there was $1.9 million of total unrecognized compensation cost, net of expected forfeitures, related to non-vested stock-based compensation arrangements under the Incentive Plan. The cost is expected to be recognized over a weighted average period of 2.45 years.

Summary of Restricted Stock Units and Awards

Information regarding the restricted stock units activity for the nine months ended October 3, 2015 is summarized below:

 

 

Number
of Shares

 

Outstanding as of January 3, 2015

  

277,390

 

Restricted stock units granted

  

225,392

 

Restricted stock units released 

  

(209,193

)

Restricted stock units cancelled

 

(146,000

)

Outstanding as of October 3, 2015 

  

147,589

 

  

On January 9, 2015, the Company granted restricted stock unit awards for 56,000 shares of the Company’s common stock (the “Retention Award”) under the terms of the Company’s 2008 Equity Incentive Plan, as amended, to six executives of the Company. The Retention Award will vest over 4 years, with 20% of the Retention Award vesting on grant date and the remaining 80% vesting annually. The fair value at grant date of the restricted stock units was $485 thousand. Compensation expense is recognized ratably over the vesting period.

 

On January 9, 2015, the Company also granted restricted stock unit awards for up to 110,000 shares of the Company’s common stock (the “Performance Award”) under the terms of the Company’s 2008 Equity Incentive Plan, as amended, to these same six executives of the Company. The number of shares issuable pursuant to the Market Performance Award will be based upon the Company’s stock average closing price during the 60 day period following the date the service condition is met. The Performance Award is expected to vest on January 9, 2019, given that no other vesting triggers occur prior to that date. To the extent that the market condition is not met, the Market Performance Award will not vest and will be cancelled. Utilizing the Monte Carlo simulation technique, which incorporated assumptions for the expected holding period, risk-free interest rate, stock price volatility and dividend yield, the fair value at grant date of these restricted stock units was $486 thousand. Compensation expense is recognized ratably until such time as the market condition is satisfied.

 

On January 9, 2015, the Company granted a restricted stock unit award for up to 50,000 shares of the Company’s common stock (the “Market Performance Award”) under the terms of the Company’s 2008 Equity Incentive Plan, as amended, to the Company’s President and Chief Executive Officer. The number of shares issuable pursuant to the Market Performance Award will be based upon the Company’s stock average closing price during the 60 day period following the date the service condition is met. The Market Performance Award is expected to vest on January 9, 2019, given that no other vesting triggers occur prior to that date. To the extent that the market condition is not met, the Market Performance Award will not vest and will be cancelled. Utilizing the Monte Carlo simulation technique, which incorporated assumptions for the expected holding period, risk-free interest rate, stock price volatility and dividend yield, the fair value at grant date of these restricted stock units was $234 thousand. Compensation expense is recognized ratably until such time as the market condition is satisfied.

 

The majority of the restricted stock units that were released in the nine months ended October 3, 2015 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 based on the value of the restricted stock units on their release date as determined by the Company’s closing stock price. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would have otherwise been issued as a result of the release and did not represent an expense to the Company. For the nine months ended October 3, 2015, 209,193 shares of restricted stock units were released with an intrinsic value of approximately $1.9 million. The Company withheld 66,882 shares to satisfy approximately $606 thousand of employees’ minimum tax obligation on the released restricted stock units.

 

Information regarding the restricted stock awards activity for the nine months ended October 3, 2015 is summarized below:

 

 

Number
of Shares

 

Outstanding as of January 3, 2015

  

2,445

 

Restricted stock awards granted

  

2,513

 

Restricted stock awards released

 

(2,445

)

Outstanding as of October 3, 2015 

  

2,513

 

Stock Repurchase Program.

In February 2013, the Board of Directors approved a one year $3.0 million stock repurchase program that replaced the prior two year $4.0 million stock repurchase program. In February 2014, the Board of Directors approved the extension of the plan for an additional year. In July 2014, the Board of Directors approved an extension of the plan for an additional year and authorized an additional $3.0 million of stock repurchases. In August 2015, the Board of Directors approved a further extension of the plan for another year and authorized an additional $2.0 million of stock repurchases. For the nine months ended October 3, 2015, the Company has purchased 120,356 shares at an average price of $7.25 per share. As of October 3, 2015, the Company has repurchased 834,737 shares for approximately $6.6 million under this current program and the Company still has the authorization to purchase up to $1.1 million in common shares under the stock repurchase program. On September 9, 2015, the Company made a payment to James H. Mackaness, the Company’s former Chief Financial Officer and Chief Operating Officer, of approximately $275 thousand in cash in exchange for Mr. Mackaness’ agreement to cancel vested stock options exercisable for an aggregate of 92,656 shares of the Company’s common stock.  This payment to Mr. Mackaness was made using funds authorized and available under the stock repurchase program discussed above, and resulted in a reduction of the approximate dollar value of shares that may yet be purchased under this program. See Item 2, Unregistered Sales of Equity Securities and Use of Proceeds in Part II, Other Information, for additional information.