Quarterly report pursuant to Section 13 or 15(d)

Note 5 - Stock-based Compensation

v3.7.0.1
Note 5 - Stock-based Compensation
3 Months Ended
Jul. 02, 2017
Notes to Financial Statements  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
N
ote
5
– Stock-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 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,
677,000
shares of which were available for future issuance under the
2014
Plan as of
July 2, 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
$142,000
and
$161,000
during the
three
-month periods ended
July 2, 2017
and
July 3, 2016,
respectively. The Company records the compensation expense related to stock-based awards granted to individuals in the same classifications 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
July 2, 2017.
 
Stock Options:
The following table represents stock option activity for
the
three
-month periods ended
July 2, 2017
and
July 3, 2016
:
 
 
 
Three-Month Period Ended
 
 
Three-Month Period Ended
 
 
 
July 2, 2017
 
 
July 3, 2016
 
 
 
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
   
7.75
     
110,000
     
9.60
     
120,000
 
Exercised
   
-
     
-
     
7.64
     
(25,000
)
Forfeited
   
9.19
     
(15,000
)    
-
     
-
 
Outstanding at End of Period
   
8.17
     
417,500
     
8.22
     
400,000
 
Exercisable at End of Period
   
8.03
     
252,500
     
7.45
     
225,000
 
 
As of
July 2, 2017,
the intrinsic value of both the outstanding and exercisable stock options was
$58,000
.
There were
no
options exercised during the
three
-month period ended
July 2, 2017.
The intrinsic value of the stock options exercised during the
three
-month period ended
July 3, 2016
was
$45,000.
The Company received
no
cash from the exercise of stock options during the
three
-month period ended
July 3, 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
$20,000
to remit the required income tax withholding amounts from “cashless” option exercises during the
three
-month period ended
July 3, 2016.
 
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 which were awarded to certain employees during the
three
-month periods ended
July 2, 2017
and
July 3, 2016,
which options vest over a
two
-year period, assuming continued service.
 
 
 
Three-Month Periods Ended
 
 
 
July 2, 2017
 
 
July 3, 2016
 
Options issued
   
110,000
     
120,000
 
Grant date
 
June 8, 2017
   
June 8, 2016
 
Dividend yield
   
4.13
%    
3.33
%
Expected volatility
   
25.00
%    
20.00
%
Risk free interest rate
   
1.47
%    
0.93
%
Contractual term (years)
   
10.00
     
10.00
 
Expected term (years)
   
3.00
     
3.00
 
Forfeiture rate
   
5.00
%    
5.00
%
Exercise price (grant-date closing price) per option
  $
7.75
    $
9.60
 
Fair value per option
  $
0.85
    $
0.94
 
 
 
For the
three
-month periods ended
July 2, 2017
and
July 3, 2016,
the Company recognized compensation expense associated with stock options as follows (in thousands):
 
 
 
Three-Month Period Ended July 2, 2017
   
Three-Month Period Ended July 3, 2016
 
 
 
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
     
7
     
6
     
13
 
2017
   
10
     
2
     
12
     
2
     
1
     
3
 
2018
   
2
     
1
     
3
     
-
     
-
     
-
 
                                                 
Total stock option compensation
  $
18
    $
4
    $
22
    $
23
    $
19
    $
42
 
 
 
As of
July 2, 2017,
total unrecognized stock option compensation expense amounted to
$139,000,
which will be recognized as the underlying stock options vest over a weighted-average period of
13.3
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      
$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.
 
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
 
2017
   
41,205
     
20,604
    $
167,000
    $
56,000
     
-
    $
-
    $
-
 
 
For the
three
-month periods ended
July 2, 2017
and
July 3, 2016,
the Company recognized 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 July 2, 2017
   
Three-Month Period Ended July 3, 2016
 
 
 
 
 
 
 
Non-employee
   
Total
 
 
 
 
 
 
Non-employee
   
Total
 
Stock Granted in Fiscal Year
 
Employees
   
Directors
   
Expense
   
Employees
   
Directors
   
Expense
 
2015
  $
-
    $
-
    $
-
    $
-
    $
28
    $
28
 
2016
   
-
     
29
     
29
     
35
     
29
     
64
 
2017
   
27
     
35
     
62
     
27
     
-
     
27
 
2018
   
29
     
-
     
29
     
-
     
-
     
-
 
                                                 
Total stock grant compensation
  $
56
    $
64
    $
120
    $
62
    $
57
    $
119
 
 
As of
July 2, 2017,
total unrecognized compensation expense related to the Company’s non-vested stock grants amounted to
$447,000,
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
9.9
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.