Stockholders' Equity

12 Months Ended

Jan. 01, 2022

Equity [Abstract]

Stockholders' Equity

13. Stockholders’ Equity

2008 Equity Incentive Plan.

On June 11, 2008, the shareholders approved the adoption of the 2008 Equity Incentive Plan, (the “Incentive Plan”). There are no material changes in the Incentive Plan from the 1998 Plan. In 2014, 2017, 2018, 2019 and 2021, the stockholders approved an amendment to the Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended, to increase the share reserve under the Incentive Plan, and to make certain other amendments to the terms of the Incentive Plan. The maximum aggregate number of shares that may be awarded and sold under the Incentive Plan is 4,850,000 shares plus any shares subject to stock options or similar awards granted under the 1998 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 1998 Stock Plan (the “1998 Plan”) that are forfeited to us on or after February 23, 2008, which was the date the 1998 Plan expired.

The following table represents the shares activity and the total number of shares available for grant under the Incentive Plan:

	Shares Available for Grant
Balances as of December 28, 2019		1,107,523
Options granted		(523,650	)
Restricted stock granted		(557,816	)
Options cancelled or forfeited		257,662
Awards cancelled		194,303
Balances as of January 2, 2021		478,022
Additional shares reserved		1,000,000
Options granted		(348,363	)
Restricted stock granted		(257,397	)
Options cancelled or forfeited		159,048
Awards cancelled		91,071
Balances as of January 1, 2022		1,122,381

Awards (RSU, PSU, RSA) with a per share or unit purchase price lower than 100% of the fair market value of the Company's common stock on the date of grant under the 2008 Equity Incentive Plan, as amended, are counted against shares authorized under the plan as one and one-half shares of common stock for each share. When cancelled, these shares are added back to the Plan as one and one-half shares.

The following table shows stock-based compensation expenses by functional area in the consolidated statements of operations for 2021 and 2020 (in thousands):

	FY 2021		FY 2020
	Year Ended		Year Ended
	January 1, 2022		January 2, 2021
Cost of revenues	$	328	$	133
Research and development		87		(4	)
Sales and marketing		518		429
General and administrative		695		561
Total stock-based compensation expense	$	1,628	$	1,119

Stock-based compensation expense capitalized to inventory was immaterial for 2021 and 2020.

As of January 1, 2022, there was $2.7 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements under the Incentive Plan. The cost is expected to be recognized over a weighted-average period of 2.00 years.

Summary of Stock Options

The following table summarizes information regarding activity in our stock option plans during the fiscal years ended 2021 and 2020 (in thousands except share and per share data):

	Outstanding Options
	Number of Shares			Weighted Average Exercise Price
Balances as of December 28, 2019		1,383,552		$	6.11
Options granted		523,650			2.13
Options exercised		—			—
Options cancelled or forfeited		(257,662	)		7.23
Balances as of January 2, 2021		1,649,540		$	4.67
Options granted		348,363			6.65
Options exercised		(66,234	)		3.27
Options cancelled or forfeited		(159,048	)		5.14
Balances as of January 1, 2022		1,772,621		$	5.07

The following table summarizes information with respect to stock options outstanding and exercisable as of January 1, 2022:

	Options Outstanding						Options Vested and Exercisable
Range of Exercise Prices	Number of Shares Outstanding		Weighted Average Remaining Contractual Life (years)		Weighted Average Exercise Price		Number of Shares Exercisable		Weighted Average Exercise Price
$1.82 - $2.12		12,613		4.85	$	2.00		5,146	$	2.04
$2.13 - $2.13		360,473		5.67	$	2.13		103,164	$	2.13
$2.18 - $4.85		164,315		4.53	$	2.99		89,575	$	3.09
$4.92 - $4.92		600,000		6.38	$	4.92		229,167	$	4.92
$4.98 - $6.57		183,354		4.54	$	5.75		106,659	$	5.54
$6.58 - $6.58		242,263		6.59	$	6.58		—	$	—
$6.76 - $11.16		174,141		2.80	$	9.25		124,121	$	9.88
$12.85 - $12.85		15,000		1.82	$	12.85		15,000	$	12.85
$14.61 - $14.61		20,000		2.18	$	14.61		20,000	$	14.61
$16.29 - $16.29		462		1.57	$	16.29		462	$	16.29
$1.82 - $16.29		1,772,621		5.45	$	5.07		693,294	$	5.69

The determination of the fair value of options granted is computed using the Black-Scholes option pricing model with the following weighted average assumptions:

	Employee Stock Option Plan
	FY 2021			FY 2020
Average risk free interest rate		0.89	%		0.25	%
Expected life (in years)	4.45 years			4.55 years
Dividend yield		—			—
Average volatility		73.9	%		62.4	%

The weighted average grant date fair value of options granted as calculated using the Black-Scholes option pricing was $3.81 and $1.06 per share for the fiscal years 2021 and 2020, respectively.

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 our stock price history over a period commensurate with the expected term of the options, trading volume of our 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, 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 we have not issued any dividends and does not anticipate issuing any dividends in the future.

Information regarding stock options outstanding, exercisable and expected to vest as of January 1, 2022 is summarized below:

	Number of		Weighted Average		Weighted Average Remaining Contractual		Aggregate Intrinsic Value
	Shares		Exercise Price		Life (years)		(thousands)
Options outstanding		1,772,621	$	5.07		5.45	$	2,796
Options vested and expected to vest		1,603,903	$	5.08		5.34	$	2,565
Options exercisable		693,294	$	5.69		4.24	$	1,035

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on the last trading day of fiscal 2021 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 on January 1, 2022. This amount is subject to change due to changes to the fair market value of our common stock. The total intrinsic value of options exercised for fiscal years 2021 and 2020 were approximately $251 thousand and $0 thousand, respectively.

Restricted Stock Units

Effective for the 2018 fiscal year and thereafter, each non-employee member of the Board of Directors receives an annual equity award of either restricted stock or RSU, at the election of such Board member, in each case equal to $40 thousand worth of our common stock (determined at the fair market value of the shares at the time such award is granted) under our Incentive Plan. The Lead Independent Director or the Chairman of the Board of Directors receives an additional annual equity award of either restricted stock or RSU, equal to $10 thousand worth of our common stock. Each equity award vests in full on the earlier of the one-year anniversary of the date of grant or the Company’s next annual meeting of stockholders, provided that the non-employee member continues to serve on the Board through such date.

Summary of Restricted Stock Units

We recognize the estimated compensation expense of restricted stock units, net of estimated forfeitures, over the vesting term. The estimated compensation expense is based on the fair value of our common stock on the date of grant.

Information regarding the restricted stock units outstanding, vested and expected to vest as of January 1, 2022 is summarized below:

	Number of Shares		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (thousands)
Restricted stock units outstanding		253,761		1.08	$	1,550
Restricted stock units vested and expected to vest		221,439		1.02	$	1,353

The intrinsic value of the restricted stock units is calculated based on the closing price of our shares as quoted on the Nasdaq Global Market on the last trading day of the fiscal year, December 31, 2021, of $6.11.

The majority of the restricted stock units that were released in fiscal year 2021 were net-share settled such that we 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 our closing stock price. These net-share settlements had the effect of share repurchases 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 us. For the fiscal year ended January 1, 2022, 381,974 shares of restricted stock units were released with an intrinsic value of approximately $2.7 million. We withheld 89,842 shares to satisfy approximately $629 thousand of employees’ minimum tax obligation on the released restricted stock units.

Information regarding the RSU activity during the years ended January 1, 2022 and January 2, 2021 is summarized below:

	Number of Shares			Weighted Average Grant Date Fair Value
Outstanding as of December 28, 2019		411,133		$	7.19
Restricted stock units granted		371,877		$	1.90
Restricted stock units released		(128,624	)	$	2.14
Restricted stock units forfeited		(129,535	)	$	5.48
Outstanding as of January 2, 2021		524,851		$	5.10
Restricted stock units granted		171,598		$	6.78
Restricted stock units released		(381,974	)	$	7.07
Restricted stock units forfeited		(60,714	)	$	4.16
Outstanding as of January 1, 2022		253,761		$	3.50

During the year ended January 1, 2022, the Company awarded 171,598 restricted stock units at a weighted average grant date fair value of $6.78 per share. Of this amount, 5,000 performance-based shares that are subject to service and performance vesting conditions with a weighted average grant date fair value of $8.34 per share.

During fiscal year 2021, 56,900 stock awards were modified to clarify the performance condition. The total incremental expense for these modifications resulted in an additional stock-based compensation expense of $0.4 million recorded within cost of sales and operating expenses on the consolidated statement of operations for the fiscal year 2021.