Quarterly report pursuant to Section 13 or 15(d)

Note 7 - Stock-based Compensation

v3.20.2
Note 7 - Stock-based Compensation
3 Months Ended
Jun. 28, 2020
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
Note
7
– S
tock-based Compensation
 
The Company has
two
incentive stock plans, the
2006
Omnibus Incentive Plan (the
“2006
Plan”) and the
2014
Omnibus Equity Compensation Plan (the
“2014
Plan”). As a result of the approval of the
2014
Plan by the Company's stockholders at the Company's
2014
annual meeting, grants
may
no
longer be issued under the
2006
Plan.
The Company believes that awards of long-term, equity-based incentive compensation will attract and retain directors, officers and employees of the Company and will encourage these individuals to contribute to the successful performance of the Company, which will lead to the achievement of the Company's overall goal of increasing stockholder value. Awards granted under the
2014
Plan
may
be in the form of incentive stock options, non-qualified stock options, shares of restricted or unrestricted stock, stock units, stock appreciation rights, or other stock-based awards. Awards
may
be granted subject to the achievement of performance goals or other conditions, and certain awards
may
be payable in stock or cash, or a combination of the two. The
2014
Plan is administered by the Compensation Committee (the “Compensation Committee”) of the Company's Board of Directors (the “Board”), which selects eligible employees, non-employee directors and other individuals to participate in the
2014
Plan and determines the type, amount, duration (such duration
not
to exceed a term of
ten
(
10
) years for grants of options) and other terms of individual awards. At
June 28, 2020,
310,000
shares of the Company's common stock were available for future issuance under the
2014
Plan, which
may
be issued from authorized and unissued shares of the Company's common stock or treasury shares.
 
Stock-based compensation is calculated according to FASB ASC Topic
718,
Compensation – Stock Compensation, which requires stock-based compensation to be accounted for using a fair-value-based measurement. During the
three
-month periods ended
June 28, 2020
and
June 30, 2019,
the Company recorded
$86,000
and
$65,000
of stock-based compensation, respectively. The Company records the compensation expense associated with stock-based awards granted to individuals in the same expense classifications as the cash compensation paid to those same individuals.
No
stock-based compensation costs were capitalized as part of the cost of an asset as of
June 28, 2020.
 
Stock Options:
The following table represents stock option activity for the
three
-month periods ended
June 28, 2020
and
June 30, 2019:
 
   
Three-Month Periods Ended
 
   
June 28, 2020
   
June 30, 2019
 
   
Weighted-
   
 
 
 
 
Weighted-
   
 
 
 
   
Average
   
Number of
   
Average
   
Number of
 
   
Exercise
   
Options
   
Exercise
   
Options
 
   
Price
   
Outstanding
   
Price
   
Outstanding
 
Outstanding at Beginning of Period
  $
6.86
     
517,500
    $
7.45
     
457,500
 
Granted
   
4.92
     
110,000
     
4.76
     
125,000
 
Forfeited
   
-
     
-
     
7.07
     
(55,000
)
Outstanding at End of Period
   
6.52
     
627,500
     
6.85
     
527,500
 
Exercisable at End of Period
   
7.15
     
455,000
     
7.72
     
352,500
 
 
As of
June 28, 2020,
the intrinsic value of the outstanding and exercisable stock options was each
$1,000.
There were
no
options exercised during either of the
three
-month periods ended
June 28, 2020
or
June 30, 2019.
 
To determine the estimated fair value of stock options granted, the Company uses the Black-Scholes-Merton valuation formula, which is a closed-form model that uses an equation to estimate fair value. The following table sets forth the assumptions used to determine the fair value of the non-qualified stock options that were awarded to certain employees during the
three
-month periods ended
June 28, 2020
and
June 30, 2019,
which options vest over a
two
-year period, assuming continued service.
 
   
Three-Month Periods Ended
 
   
June 28, 2020
   
June 30, 2019
 
Number of options issued
   
110,000
     
125,000
 
Grant date
 
June 10, 2020
   
June 13, 2019
 
Dividend yield
   
6.50
%    
6.72
%
Expected volatility
   
30.00
%    
25.00
%
Risk free interest rate
   
0.275
%    
1.810
%
Contractual term (years)
   
10.00
     
10.00
 
Expected term (years)
   
4.00
     
4.00
 
Forfeiture rate
   
5.00
%    
5.00
%
Exercise price (grant-date closing price) per option
  $
4.92
    $
4.76
 
Fair value per option
  $
0.56
    $
0.39
 
 
During the
three
-month periods ended
June 28, 2020
and
June 30, 2019,
the Company classified its compensation expense associated with stock options within the accompanying unaudited condensed consolidated statements of income as follows (in thousands):
 
   
Three-Month Period Ended June 28, 2020
   
Three-Month Period Ended June 30, 2019
 
   
Cost of
   
Marketing &
   
 
 
 
 
Cost of
   
Marketing &
   
 
 
 
   
Products
   
Administrative
   
Total
   
Products
   
Administrative
   
Total
 
Options Granted in Fiscal Year
 
Sold
   
Expenses
   
Expense
   
Sold
   
Expenses
   
Expense
 
2018
  $
-
    $
-
    $
-
    $
4
    $
1
    $
5
 
2019
   
3
     
3
     
6
     
3
     
-
     
3
 
2020
   
3
     
5
     
8
     
-
     
1
     
1
 
2021
   
-
     
1
     
1
     
-
     
-
     
-
 
                                                 
Total stock option compensation
  $
6
    $
9
    $
15
    $
7
    $
2
    $
9
 
 
As of
June 28, 2020,
total unrecognized stock option compensation expense amounted to
$83,000,
which will be recognized as the underlying stock options vest over a weighted-average period of
1.3
years. The amount of future stock option compensation expense could be affected by any future stock option grants and by the separation from the Company of any individual who has received stock options that are unvested as of such individual's separation date.
 
Non-vested Stock
Granted to Non
-
e
mployee Directors:
The Board granted the following shares of non-vested stock to the Company's non-employee directors:
 
Number of Shares
Fair Value per Share
Grant Date
46,512
$ 5.16
August 14, 2019
28,000
    5.43
August 8, 2018  
28,000
    5.50
August 9, 2017  
 
These shares vest over a
two
-year period, assuming continued service. The fair value of the non-vested stock granted to the Company's non-employee directors was based on the closing price of the Company's common stock on the date of each grant.
 
Non-vested Stock Granted to Employees:
On
January 18, 2019,
upon the appointment of Donna Sheridan to serve as the President and Chief Executive Officer of NoJo Baby & Kids, Inc. (“NoJo”), a wholly-owned subsidiary of the Company, the Board granted
25,000
shares of non-vested stock to Ms. Sheridan. These shares will vest on
January 18, 2021,
assuming continued service. The fair value of these shares of non-vested stock is
$5.86
per share, which is based upon the closing price of the Company's common stock on the date of the grant.
 
On
June 10, 2020,
the Board granted
20,000
shares of non-vested stock to certain executive officers. These shares will vest on
June 10, 2022,
assuming continued service. The fair value of these shares of non-vested stock is
$4.92
per share, which is based upon the closing price of the Company's common stock on the date of the grants.
 
Performance Bonus Plan:
  On
June 9, 2020,
the Compensation Committee terminated the Company's
2012
Performance Bonus Plan (the
“2012
Plan”). Under the
2012
Plan, certain executive officers were eligible to receive awards of shares of the Company's common stock if the aggregate average market value of the Company's common stock during the relevant fiscal year, plus the amount of regular cash dividends paid in respect of the Company's common stock during such period, increased.
No
shares were granted and
no
compensation expense was recorded during the
three
-month periods ended
June 28, 2020
or
June 30, 2019
in connection with the
2012
Plan. During the
three
-month period ended
June 30, 2019,
21,125
shares that had been granted during fiscal year
2018
vested, with such shares having an aggregate value of
$109,000.
Individuals holding shares that vested surrendered to the Company the number of shares necessary to satisfy the income tax withholding obligations that arose from the vesting of the shares, and the Company remitted
$17,000
to the appropriate taxing authorities on behalf of such individuals.
 
For the
three
-month periods ended
June 28, 2020
and
June 30, 2019,
the Company recorded compensation expense associated with stock grants, which is included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income, as follows (in thousands):
 
   
Three-Month Period Ended June 28, 2020
   
Three-Month Period Ended June 30, 2019
 
   
 
 
 
 
Non-employee
   
Total
   
 
 
 
 
Non-employee
   
Total
 
Stock Granted in Fiscal Year
 
Employees
   
Directors
   
Expense
   
Employees
   
Directors
   
Expense
 
2018
  $
-
    $
-
    $
-
    $
-
    $
19
    $
19
 
2019
   
18
     
19
     
37
     
18
     
19
     
37
 
2020
   
-
     
30
     
30
     
-
     
-
     
-
 
2021
   
4
     
-
     
4
     
-
     
-
     
-
 
                                                 
Total stock grant compensation
  $
22
    $
49
    $
71
    $
18
    $
38
    $
56
 
 
As of
June 28, 2020,
total unrecognized compensation expense related to the Company's non-vested stock grants amounted to
$273,000,
which will be recognized over the respective vesting terms associated with each block of non-vested stock indicated above, such grants having an aggregate weighted-average vesting term of
9.5
months. The amount of future compensation expense related to the Company's non-vested stock grants could be affected by any future non-vested stock grants and by the separation from the Company of any individual who has non-vested stock grants as of such individual's separation date.