Annual report pursuant to Section 13 and 15(d)

Note 8 - Stock-based Compensation

v3.8.0.1
Note 8 - Stock-based Compensation
12 Months Ended
Apr. 01, 2018
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
Note
8
Stoc
k-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 of 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
April 1, 2018,
672,000
shares of the Company’s common stock were available for future issuance under the
2014
Plan.
 
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 fiscal years
2018,
2017
and
2016,
the Company recorded
$539,000,
$604,000
and
$906,000
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
April 1, 2018.
 
St
ock Options:
The following table represents stock option activity for fiscal years
2018,
2017
and
2016:
 
   
Fiscal Year Ended
April 1, 2018
   
Fiscal Year Ended
April 2, 2017
   
Fiscal Year Ended
April 3, 2016
 
   
Weighted-
   
 
 
 
 
Weighted-
   
 
 
 
 
Weighted-
   
 
 
 
   
Average
   
Number of
   
Average
   
Number of
   
Average
   
Number of
 
   
Exercise
   
Options
   
Exercise
   
Options
   
Exercise
   
Options
 
   
Price
   
Outstanding
   
Price
   
Outstanding
   
Price
   
Outstanding
 
Outstanding at Beginning of Period
  $
8.35
     
322,500
    $
7.64
     
305,000
    $
6.83
     
330,000
 
Granted
   
7.35
     
140,000
     
9.60
     
120,000
     
8.38
     
110,000
 
Exercised
   
-
     
-
     
7.67
     
(102,500
)    
6.27
     
(135,000
)
Forfeited
   
9.05
     
(67,500
)    
-
     
-
     
-
     
-
 
Outstanding at End of Period
   
7.93
     
395,000
     
8.35
     
322,500
     
7.64
     
305,000
 
Exercisable at End of Period
   
7.94
     
220,000
     
7.33
     
147,500
     
6.72
     
112,500
 
 
The total intrinsic value of the stock options exercised during fiscal years
2017
and
2016
was
$214,000,
and
$300,000,
respectively. As of
April 1, 2018,
the intrinsic value of the outstanding and exercisable stock options was
$22,000
and
$15,000,
respectively.
 
There were
no
options exercised during fiscal year
2018.
The Company received
no
cash from the exercise of stock options during either fiscal year
2017,
or
2016.
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” 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 of
$75,000
and
$118,000
to remit the required income tax withholding amounts from “cashless” option exercises during fiscal years
2017
and
2016,
respectively.
 
Because the cash remitted on behalf of the participant to satisfy his or her income tax withholding obligations does
not
exceed the maximum statutory tax rates in the applicable jurisdictions multiplied by the taxable income that arose from the option exercise, the Company's stock-based awards qualify for equity classification, as opposed to classification as a liability.
 
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 awarded to certain employees during fiscal years
2018,
2017
and
2016,
which options vest over a
two
-year period, assuming continued service.
 
   
Stock Options Issued to Employees During Fiscal Years
 
   
2018
 
 
2017
   
2016
 
Number of options issued
   
10,000
     
20,000
     
110,000
     
120,000
     
110,000
 
Grant date
 
December 18, 2017
   
August 4, 2017
   
June 8, 2017
   
June 8, 2016
   
June 12, 2015
 
Dividend yield
   
4.92
%    
5.77
%    
4.13
%    
3.33
%    
3.82
%
Expected volatility
   
25.00
%    
25.00
%    
25.00
%    
20.00
%    
20.00
%
Risk free interest rate
   
1.94
%    
1.51
%    
1.47
%    
0.93
%    
1.12
%
Contractual term (years)
   
10.00
     
10.00
     
10.00
     
10.00
     
10.00
 
Expected term (years)
   
3.00
     
3.00
     
3.00
     
3.00
     
3.00
 
Forfeiture rate
   
5.00
%    
5.00
%    
5.00
%    
5.00
%    
5.00
%
Exercise price (grant-date closing price) per option
  $
6.50
    $
5.55
    $
7.75
    $
9.60
    $
8.38
 
Fair value per option
  $
0.59
    $
0.50
    $
0.85
    $
0.94
    $
0.77
 
 
For the fiscal years ended
April 1, 2018,
April 2, 2017
and
April 3, 2016,
the Company recognized compensation expense associated with stock options as follows (in thousands):
 
   
Fiscal Year Ended April 1, 2018
         
Options Granted in Fiscal Year
 
Cost of
Products
Sold
   
Marketing &
Administrative
Expenses
   
 
Total
Expense
 
 2016
  $
6
    $
1
    $
7
 
 2017
   
26
     
15
     
41
 
 2018
   
17
     
19
     
36
 
                         
Total stock option compensation
  $
49
    $
35
    $
84
 
 
   
Fiscal Year Ended April 2, 2017
 
   
Cost of
   
Marketing &
   
 
 
 
   
Products
   
Administrative
   
Total
 
Options Granted in Fiscal Year
 
Sold
   
Expenses
   
Expense
 
 2015
  $
14
    $
12
    $
26
 
 2016
   
23
     
19
     
42
 
 2017
   
25
     
17
     
42
 
                         
Total stock option compensation
  $
62
    $
48
    $
110
 
 
   
Fiscal Year Ended April 3, 2016
 
   
Cost of
   
Marketing &
   
 
 
 
   
Products
   
Administrative
   
Total
 
Options Granted in Fiscal Year
 
Sold
   
Expenses
   
Expense
 
 2014
  $
7
    $
7
    $
14
 
 2015
   
54
     
45
     
99
 
 2016
   
17
     
14
     
31
 
                         
Total stock option compensation
  $
78
    $
66
    $
144
 
 
A summary of stock options outstanding and exercisable as of
April 1, 2018
is as follows:
 
Exercise
Price
   
Number
of Options
Outstanding
   
Weighted-
Avg. Remaining
Contractual
Life in Years
   
Weighted-
Avg. Exercise
Price of
Options
Outstanding
   
Number
of Options
Exercisable
   
Weighted-
Avg. Exercise
Price of
Options
Exercisable
 
$4.00
-
4.99
     
5,000
     
3.19
     
$4.81
     
5,000
     
$4.81
 
$5.00
-
5.99
     
40,000
     
6.77
     
$5.49
     
20,000
     
$5.42
 
$6.00
-
6.99
     
30,000
     
6.71
     
$6.26
     
20,000
     
$6.14
 
$7.00
-
7.99
     
160,000
     
8.07
     
$7.81
     
60,000
     
$7.90
 
$8.00
-
 8.99
     
70,000
     
7.20
     
$8.38
     
70,000
     
$8.38
 
$9.00
-
 9.99
     
90,000
     
8.19
     
$9.60
     
45,000
     
$9.60
 
 
 
 
     
395,000
     
7.65
     
$7.93
     
220,000
     
$7.94
 
 
As of
April 1, 2018,
total unrecognized stock-option compensation costs amounted to
$75,000,
which will be recognized as the underlying stock options vest over a weighted-average period of
7.3
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 employee or director who has 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
   
Fair Value
   
of Shares
   
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
28,000      
6.67
 
August 14, 2013
 
These shares vest over a
two
-year period, assuming continued service. The fair value of 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,
2016
and
2015,
28,000
shares that had been granted to the Company’s non-employee directors vested, having an aggregate value of
$157,000,
$281,000
and
$226,000,
respectively.
 
Non-vested Stock Granted to Employees:
During the
three
-month period ended
June 27, 2010,
the Board awarded
345,000
shares of non-vested stock to certain employees in a series of grants, each of which will vest only if (i) the closing price of the Company’s common stock is at or above certain target levels for any
ten
trading days out of any period of
30
consecutive trading days and (ii) the respective employees remain employed through
July 29, 2015.
The Company, with the assistance of an independent
third
party, determined that the aggregate grant date fair value of the awards amounted to
$1.2
million.
 
With the closing price conditions having been met for these awards, the Board at various times approved the acceleration of the vesting of
105,000
shares from these grants. The vesting of these awards was accelerated in order to maximize the deductibility of the compensation expense associated with the grants by the Company for income tax purposes. On
July 29, 2015,
the remaining
240,000
of these shares vested, with such shares having an aggregate value of
$1.9
million. 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, and the Company remitted
$948,000
to the appropriate taxing authorities on behalf of such individuals.
 
Performance Bonus Plan:
The Company maintains a performance bonus plan for certain executive officers that provides for awards of cash or 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 an insufficient number of 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. Thus, 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.
 
Fiscal
Year
 
Shares
   
Fiscal
Year
   
Fair
Value
Per
   
Compensation expense recognized during fiscal year
 
Earned
 
Granted
   
Granted
   
Share
   
2014
   
2015
   
2016
   
2017
   
2018
   
2019
 
2014
   
188,232
     
2015
    $
5.650
    $
354,000
    $
354,000
    $
354,000
    $
-
    $
-
    $
-
 
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 below table 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 below table also sets forth the taxes remitted to the appropriate taxing authorities on behalf of such individuals.
 
 
 
Fiscal
           
Vesting of shares
during fiscal year 2016
   
Vesting of shares
during fiscal year 2017
   
Vesting of shares
during fiscal year 2018
 
 
Year
Granted
   
Shares
Granted
   
Shares
Vested
   
Aggregate
Value
   
Taxes
Remitted
   
Shares
Vested
   
Aggregate
Value
   
Taxes
Remitted
   
Shares
Vested
   
Aggregate
Value
   
Taxes
Remitted
 
 
2015
     
188,232
     
188,532
    $
1,618,000
    $
789,000
     
-
    $
-
    $
-
     
-
    $
-
    $
-
 
 
2016
     
58,532
     
29,267
     
275,000
     
138,000
     
29,265
     
240,000
     
86,000
     
-
     
-
     
-
 
 
2017
     
41,205
     
-
     
-
     
-
     
-
     
-
     
-
     
20,604
     
167,000
     
56,000
 
 
For the fiscal years ended
April 1, 2018,
April 2, 2017
and
April 3, 2016,
the Company recognized compensation expense associated with non-vested stock grants, which is included in marketing and administrative expenses in the accompanying consolidated statements of income, as follows (in thousands):
 
     
Fiscal Year Ended April 1, 2018
 
   
 
 
 
 
Non-employee
   
Total
 
Stock Granted in Fiscal Year
 
Employees
   
Directors
   
Expense
 
2016
  $
-
    $
38
    $
38
 
2017
   
108
     
141
     
249
 
2018
   
116
     
52
     
168
 
                         
Total stock grant compensation
  $
224
    $
231
    $
455
 
 
     
Fiscal Year Ended April 2, 2017
 
   
 
 
 
 
Non-employee
   
Total
 
Stock Granted in Fiscal Year
 
Employees
   
Directors
   
Expense
 
2015
  $
-
    $
37
    $
37
 
2016
   
140
     
115
     
255
 
2017
   
108
     
94
     
202
 
                         
Total stock grant compensation
  $
248
    $
246
    $
494
 
 
     
Fiscal Year Ended April 3, 2016
 
   
 
 
 
 
Non-employee
   
Total
 
Stock Granted in Fiscal Year
 
Employees
   
Directors
   
Expense
 
2011
  $
49
    $
-
    $
49
 
2014
   
-
     
31
     
31
 
2015
   
354
     
112
     
466
 
2016
   
140
     
76
     
216
 
                         
Total stock grant compensation
  $
543
    $
219
    $
762
 
 
As of
April 1, 2018,
total unrecognized compensation expense related to the Company’s non-vested stock grants was
$266,000,
which will be recognized over the remaining portion of the respective vesting periods associated with each block of grants, such grants having a weighted average vesting term of
5.7
months. The amount of future compensation expense related to 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 unvested grants as of such individual’s separation date.