Quarterly report pursuant to Section 13 or 15(d)

Note 6 - Stock-based Compensation

v3.8.0.1
Note 6 - Stock-based Compensation
9 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
N
ote
6
– S
tock-based Compensation
 
T
he 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 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 and other terms of individual awards. Grants under the
2014
Plan are settled primarily through the issuance of new shares of the Company’s common stock,
672,000
shares of which were available for future issuance under the
2014
Plan as of
December 31, 2017.
 
Stock-based compensation
expense is calculated according to FASB ASC Topic
718,
Compensation – Stock Compensation
, which requires stock-based compensation expense to be accounted for using a fair-value-based measurement. The Company recorded stock-based compensation expense of
$129,000
and
$149,000
for the
three
-month periods ended
December 31, 2017
and
January 1, 2017,
respectively, and recorded
$406,000
and
$456,000
for the
nine
-month periods ended
December 31, 2017
and
January 1, 2017,
respectively. The Company records the compensation expense related to stock-based awards granted to individuals in the same classifications in the accompanying unaudited condensed consolidated statements of income as the cash compensation paid to those same individuals.
No
stock-based compensation costs have been capitalized as part of the cost of an asset as of
December 31, 2017.
 
Stock Options:
The following table represents stock option activity for the
nine
-month periods ended
December 31, 2017
and
January 1, 2017:
 
   
Nine-Month Period Ended
   
Nine-Month Period Ended
 
   
December 31, 2017
   
January 1, 2017
 
   
Weighted-
   
 
 
 
 
Weighted-
   
 
 
 
   
Average
   
Number of
   
Average
   
Number of
 
   
Exercise
   
Options
   
Exercise
   
Options
 
   
Price
   
Outstanding
   
Price
   
Outstanding
 
Outstanding at Beginning of Period
  $
8.35
     
322,500
    $
7.64
     
305,000
 
Granted
   
7.35
     
140,000
     
9.60
     
120,000
 
Exercised
   
-
     
-
     
7.67
     
(102,500
)
Forfeited
   
9.05
     
(67,500
)    
-
     
-
 
Outstanding at End of Period
   
7.93
     
395,000
     
8.35
     
322,500
 
Exercisable at End of Period
   
7.94
     
220,000
     
7.33
     
147,500
 
 
As of
December 31, 2017,
the intrinsic value of the outstanding and exercisable stock options was
$53,000
and
$35,000,
respectively. There were
no
options exercised during the
nine
-month period ended
December 31, 2017.
The intrinsic value of the stock options exercised during the
three
and
nine
-month periods ended
January 1, 2017
was
$45,000
and
$214,000,
respectively. The Company did
not
receive any cash from the exercise of stock options during the
three
and
nine
-month periods ended
January 1, 2017.
Upon the exercise of stock options, participants
may
choose to surrender to the Company those shares from the option exercise necessary to satisfy the exercise amount and their income tax withholding obligations that arise from the option exercise. The effect on the cash flow of the Company from these “cashless” stock option exercises is that the Company remits cash on behalf of the participant to satisfy his or her income tax withholding obligations. The Company used cash to remit the required income tax withholding amounts from “cashless” stock option exercises of
$14,000
and
$75,000
during the
three
and
nine
-month periods ended
January 1, 2017,
respectively.
 
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 fiscal years
2018
and
2017,
which options vest over a
two
-year period, assuming continued service.
 
   
Stock Options Issued to Employees During Fiscal Years
 
   
2018
   
2017
 
Number of options issued
   
10,000
     
20,000
     
110,000
     
120,000
 
Grant date
 
December 18, 2017
   
August 4, 2017
   
June 8, 2017
   
June 8, 2016
 
Dividend yield
   
4.92
%    
5.77
%    
4.13
%    
3.33
%
Expected volatility
   
25.00
%    
25.00
%    
25.00
%    
20.00
%
Risk free interest rate
   
1.94
%    
1.51
%    
1.47
%    
0.93
%
Contractual term (years)
   
10.00
     
10.00
     
10.00
     
10.00
 
Expected term (years)
   
3.00
     
3.00
     
3.00
     
3.00
 
Forfeiture rate
   
5.00
%    
5.00
%    
5.00
%    
5.00
%
Exercise price (grant-date closing price) per option
  $
6.50
    $
5.55
    $
7.75
    $
9.60
 
Fair value per option
  $
0.59
    $
0.50
    $
0.85
    $
0.94
 
 
For the
three
and
nine
-month periods ended
December 31, 2017
and
January 1, 2017,
the Company recorded compensation expense associated with stock options as follows (in thousands):
 
   
Three-Month Period Ended December 31, 2017
   
Three-Month Period Ended January 1, 2017
 
   
Cost of
   
Marketing &
 
 
 
 
 
 
Cost of
   
Marketing &
 
 
 
   
   
Products
   
Administrative
   
Total
   
Products
   
Administrative
   
Total
 
Options Granted in Fiscal Year
 
Sold
   
Expenses
   
Expense
   
Sold
   
Expenses
   
Expense
 
2016
  $
-
    $
-
    $
-
    $
5
    $
5
    $
10
 
2017
   
4
     
4
     
8
     
8
     
5
     
13
 
2018
   
5
     
6
     
11
     
-
     
-
     
-
 
                                                 
Total stock option compensation
  $
9
    $
10
    $
19
    $
13
    $
10
    $
23
 
 
 
 
   
Nine-Month Period Ended December 31, 2017
   
Nine-Month Period Ended January 1, 2017
 
   
Cost of
   
Marketing &
 
 
 
 
 
 
Cost of
   
Marketing &
 
 
 
   
   
Products
   
Administrative
   
Total
   
Products
   
Administrative
   
Total
 
Options Granted in Fiscal Year
 
Sold
   
Expenses
   
Expense
   
Sold
   
Expenses
   
Expense
 
2015
  $
-
    $
-
    $
-
    $
14
    $
12
    $
26
 
2016
   
6
     
1
     
7
     
17
     
15
     
32
 
2017
   
20
     
11
     
31
     
18
     
12
     
30
 
2018
   
11
     
13
     
24
     
-
     
-
     
-
 
                                                 
Total stock option compensation
  $
37
    $
25
    $
62
    $
49
    $
39
    $
88
 
 
 
As of
December 31, 2017,
total unrecognized stock option compensation expense amounted to
$97,000,
which will be recognized as the underlying stock options vest over a weighted-average period of
10.3
months. 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-Employee 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
28,000  
$  5.50                 
 
     August 9, 2017
28,000  
10.08                 
 
     August 10, 2016
28,000  
8.20                 
 
     August 12, 2015
28,000  
7.97                 
 
     August 11, 2014
 
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. In each of
August 2017
and
2016,
28,000
shares that had been granted to the Company’s non-employee directors vested, having an aggregate value of
$157,000
and
$281,000,
respectively.
 
Performance Bonus Plan:
  The Company maintains a performance bonus plan for certain executive officers that provides for awards of shares of common stock in the event that the aggregate average market value of the common stock during the relevant fiscal year, plus the amount of cash dividends paid in respect of the common stock during such period, increases.
These individuals
may
instead be awarded cash, if and to the extent that insufficient shares of common stock are available for issuance from all shareholder-approved, equity-based plans or programs of the Company in effect. The performance bonus plan also imposes individual limits on awards and
provides that shares of common stock that
may
be awarded will vest over a
two
-year period. Compensation expense associated with performance bonus plan awards are recognized over a
three
-year period – the fiscal year in which the award is earned, plus the
two
-year vesting period.
 
In connection with the performance bonus plan, the Company
granted shares of common stock and recognized or will recognize compensation expense as set forth below:
 
   
 
 
 
 
 
 
 
 
Fair
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fiscal
 
 
 
 
 
Fiscal
   
Value
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
Shares
   
Year
   
Per
   
Compensation expense recognized during fiscal year
 
Earned
 
Granted
   
Granted
   
Share
   
2015
   
2016
   
2017
   
2018
   
2019
 
2015
   
58,532
   
2016
    $
7.180
    $
140,000
    $
140,000
    $
140,000
    $
     -
    $
     -
 
2016
   
41,205
   
2017
     
7.865
     
     -
     
108,000
     
108,000
     
108,000
     
     -
 
2017
   
42,250
   
2018
     
8.271
     
     -
     
     -
     
116,000
     
116,000
     
116,000
 
 
The table below sets forth the vesting of shares issued in connection with the grants of shares set forth in the above table. Each of the 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. The table below also sets forth the taxes remitted to the appropriate taxing authorities on behalf of such individuals
.
 
   
 
 
 
 
Vesting of shares during the three-month periods ended
 
Fiscal
 
 
 
 
 
July 2, 2017
   
July 3, 2016
 
Year
 
Shares
   
Shares
   
Aggregate
   
Taxes
   
Shares
   
Aggregate
   
Taxes
 
Granted
 
Granted
   
Vested
   
Value
   
Remitted
   
Vested
   
Value
   
Remitted
 
201
7
   
41,205
     
20,604
    $
167,000
    $
56,000
     
-
    $
-
    $
-
 
 
For the
three
and
nine
-month periods ended
December 31, 2017
and
January 1, 2017,
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 December 31, 2017
   
Three-Month Period Ended January 1, 2017
 
   
 
 
 
 
Non-employee
   
Total
 
 
 
 
 
 
Non-employee
   
Total
 
Stock Granted in Fiscal Year
 
Employees
   
Directors
   
Expense
   
Employees
   
Directors
   
Expense
 
2015
  $
-
    $
-
    $
-
    $
-
    $
-
    $
-
 
2016
   
-
     
-
     
-
     
35
     
29
     
64
 
2017
   
27
     
35
     
62
     
27
     
35
     
62
 
2018
   
29
     
19
     
48
     
-
     
-
     
-
 
                                                 
Total stock grant compensation
  $
56
    $
54
    $
110
    $
62
    $
64
    $
126
 
 
 
 
   
Nine-Month Period Ended December 31, 2017
   
Nine-Month Period Ended January 1, 2017
 
   
 
 
 
 
Non-employee
   
Total
 
 
 
 
 
 
Non-employee
   
Total
 
Stock Granted in Fiscal Year
 
Employees
   
Directors
   
Expense
   
Employees
   
Directors
   
Expense
 
2015
  $
-
    $
-
    $
-
    $
-
    $
37
    $
37
 
2016
   
-
     
38
     
38
     
105
     
86
     
191
 
2017
   
81
     
106
     
187
     
81
     
59
     
140
 
2018
   
87
     
32
     
119
     
-
     
-
     
-
 
                                                 
Total stock grant compensation
  $
168
    $
176
    $
344
    $
186
    $
182
    $
368
 
 
 
As of
December 31, 2017,
total unrecognized compensation expense related to the Company’s non-vested stock grants amounted to
$377,000,
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
8.7
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.