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Capital Stock | 12 Months Ended
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Dec. 30, 2017
Equity [Abstract] |
Capital Stock | 12. Capital Stock Controlling Interest by Officers, Directors and Family Members. As of December 30, 2017, Steven Berman, the Executive Chairman of the Company, and members of his family beneficially own approximately 20% of the outstanding shares of our common stock and can influence the election of our Board of Directors, the outcome of most corporate actions requiring shareholder approval (including certain fundamental transactions) and the affairs of the Company. Undesignated Stock. We have 50,000,000 shares authorized of undesignated capital stock for future issuance. The designation, rights and preferences of such shares will be determined by our Board of Directors. Incentive Stock Plan. Our 2008 Stock Option and Stock Incentive Plan (the “Plan”) was approved by our shareholders on May 20, 2009. Under the terms of the Plan, our Board of Directors may grant up to 2,000,000 shares of common stock in the form of shares of restricted stock, incentive stock options and non-qualified stock options or combinations thereof to officers, directors, employees, consultants and advisors. Grants under the Plan must be made within ten years of the date the Plan was approved and stock options are exercisable upon the terms set forth in the grant agreement approved by the Board of Directors, but in no event more than ten years from the date of grant. At December 30, 2017, 1,399,106 shares were available for grant under the Plan. Restricted Stock We grant restricted stock to certain employees and members of our Board of Directors. The value of restricted stock issued is based on the fair value of our common stock on the grant date. Vesting of restricted stock is based on continued employment or service for a specified period and, in certain circumstances, the attainment of financial goals. Compensation cost related to the stock is recognized on a straight-line basis over the vesting period. We retain the restricted stock, and any dividends paid thereon, until the vesting provisions have been met. For awards with a service condition only, compensation cost related to the stock is recognized on a straight-line basis over the vesting period. For awards that have a service condition and require the attainment of financial goals, compensation cost related to the stock is recognized over the vesting period if it is probable that the financial goals will be attained. Compensation cost related to restricted stock was $2.8 million, $2.3 million and $0.9 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. The compensation costs were classified as selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during fiscal 2017, fiscal 2016 or fiscal 2015. The following table summarizes our restricted stock activity for the three years ended December 30, 2017:
|  | Shares |  |  | Weighted Average Price |
Balance at December 27, 2014 |  |  | 72,900 |  |  | $ | 27.82 |
Granted |  |  | 44,104 |  |  | $ | 45.68 |
Vested |  |  | (38,580 | ) |  | $ | 25.24 |
Cancelled |  |  | (35,182 | ) |  | $ | 44.84 |
Balance at December 26, 2015 |  |  | 43,242 |  |  | $ | 34.49 |
Granted |  |  | 133,794 |  |  | $ | 49.45 |
Vested |  |  | (29,002 | ) |  | $ | 29.74 |
Cancelled |  |  | (2,671 | ) |  | $ | 33.79 |
Balance at December 31, 2016 |  |  | 145,363 |  |  | $ | 49.22 |
Granted |  |  | 70,611 |  |  | $ | 78.27 |
Vested |  |  | (56,953 | ) |  | $ | 56.03 |
Cancelled |  |  | (5,294 | ) |  | $ | 51.56 |
Balance at December 30, 2017 |  |  | 153,727 |  |  | $ | 59.96 |
As of December 30, 2017, there was approximately $4.6 million of unrecognized compensation cost related to nonvested restricted stock, which is expected to be recognized over a weighted-average period of approximately 2.6 years. Cash flows resulting from tax deductions in excess of the tax effect of compensation cost recognized in the financial statements are classified as operating cash flows. In accordance with ASU 2016-09 (see Note 2), the excess tax benefit generated from restricted shares which vested was $0.4 million in fiscal 2017 and was credited to income tax expense. The excess tax benefit generated from restricted shares which vested was $0.3 million in both of fiscal 2016 and fiscal 2015 and was credited to additional paid in capital. Stock Options We grant stock options to certain employees and members of our Board of Directors. We expense the grant-date fair value of stock options. Compensation cost is recognized over the vesting or performance period. Compensation cost charged against income was $0.3 million in fiscal 2017 and $0.1 million in each of fiscal 2016 and fiscal 2015, respectively. The compensation costs were classified as selling, general and administrative expense in the Consolidated Statements of Operations. No cost was capitalized during fiscal 2017, fiscal 2016 or fiscal 2015. We used the Black-Scholes option valuation model to estimate the fair value of stock options granted in fiscal 2017 and fiscal 2016. No stock options were granted in fiscal 2015. Expected volatility and expected dividend yield are based on the actual historical experience of our common stock. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using historical option exercise data. The risk-free rate is based on the U.S. Treasury security with terms equal to the expected time of exercise as of the grant date. The weighted-average grant-date fair value of options granted during fiscal 2017 was $15.81 and fiscal 2016 was $8.40 per option. The following table summarizes the weighted average valuation assumptions used to calculate the fair value of options granted:
|  | 2017 |  |  | 2016 |
Expected dividend yield |  |  | 0 | % |  |  | 0 | %
Expected stock price volatility |  |  | 27 | % |  |  | 26 | %
Risk-free interest rate |  |  | 1.5 | % |  |  | 0.9 | %
Expected life of options |  | 3.0 years |  |  | 3.0 years |
The following table summarizes our stock option activity for the three years ended December 30, 2017:
|  | Shares |  |  | Option Price per Share |  | Weighted Average Price |  |  | Weighted Average Remaining Terms (years) |  |  | Aggregate Intrinsic Value |
Balance at December 27, 2014 |  |  | 75,000 |  |  | $5.05 – $19.37 |  | $ | 7.28 |  |  |  |  |  |  |  |  |
Exercised |  |  | (35,000 | ) |  | $5.05 – $19.37 |  | $ | 7.76 |  |  |  |  |  |  |  |  |
Balance at December 26, 2015 |  |  | 40,000 |  |  | $5.67 – $7.74 |  | $ | 6.86 |  |  |  |  |  |  |  |  |
Granted |  |  | 61,084 |  |  | $41.59 – $53.32 |  | $ | 44.36 |  |  |  |  |  |  |  |  |
Balance at December 31, 2016 |  |  | 101,084 |  |  | $5.67 – $53.32 |  | $ | 29.52 |  |  |  |  |  |  |  |  |
Granted |  |  | 58,024 |  |  | $69.02 – $82.59 |  | $ | 78.58 |  |  |  |  |  |  |  |  |
Exercised |  |  | (32,751 | ) |  | $6.90 – $41.59 |  | $ | 7.69 |  |  |  |  |  |  |  |  |
Cancelled |  |  | (3,810 | ) |  | $41.59 – $78.64 |  | $ | 56.72 |  |  |  |  |  |  |  |  |
Balance at December 30, 2017 |  |  | 122,547 |  |  | $5.67 – $82.59 |  | $ | 57.74 |  |  |  | 3.6 |  |  | $ | 1,402,012 |
Options exercisable at December 30, 2017 |  |  | 22,520 |  |  | $5.67 – $53.32 |  | $ | 31.07 |  |  |  | 2.6 |  |  | $ | 677,188 |
As of December 30, 2017, there was approximately $1.0 million of unrecognized compensation cost related to nonvested stock options, which is expected to be recognized over a weighted-average period of approximately 2.9 years. The following table summarizes information concerning currently outstanding and exercisable options at December 30, 2017:
|  |  |  | Options Outstanding |  |  | Options Exercisable |
Range of Exercise Price |  | Number Outstanding |  |  | Weighted Average Remaining Contractual Life (years) |  |  | Weighted Average Exercise Price |  |  | Number Exercisable |  |  | Weighted Average Exercise Price |
| $5.67 - $24.66 |  |  |  | 8,000 |  |  |  | 1.4 |  |  | $ | 6.71 |  |  |  | 8,000 |  |  | $ | 6.71 |
| $26.67 - $41.60 |  |  |  | 43,679 |  |  |  | 3.1 |  |  | $ | 41.59 |  |  |  | 10,920 |  |  | $ | 41.59 |
| $41.61 - $69.01 |  |  |  | 14,400 |  |  |  | 3.5 |  |  | $ | 53.32 |  |  |  | 3,600 |  |  | $ | 53.32 |
| $69.02 - $77.99 |  |  |  | 1,630 |  |  |  | 5.1 |  |  | $ | 69.02 |  |  |  | — |  |  | $ | — |
| $77.80 - $82.59 |  |  |  | 54,838 |  |  |  | 4.2 |  |  | $ | 78.86 |  |  |  | — |  |  | $ | — |
Balance at December 30, 2017 |  |  | 122,547 |  |  |  | 3.6 |  |  | $ | 57.74 |  |  |  | 22,520 |  |  | $ | 31.07 |
Cash received from option exercises was less than $0.1 million in fiscal 2017 and was $0.1 million in fiscal 2015, respectively. There were no option exercises during fiscal 2016. In accordance with ASU No.2016-09 (see Note 2), the excess tax benefit generated from option exercises was $0.6 million fiscal 2017 and was credited to income tax expense. There was no excess tax benefit generated from stock option exercises in fiscal 2016. The excess tax benefit generated from option exercises was $0.1 million in fiscal 2015 and was credited to additional paid in capital. Performance-Based Long Term Award Program. The Compensation Committee of our Board of Directors has approved the Performance-Based Long Term Award Program (the “Program”) which connects compensation for certain of our executives to the three-year compound annual growth in our pre-tax income as defined in the Program. For the three-year periods ending in 2015 through 2017, the Compensation Committee has the discretion to settle the Performance-Based Long Term Award in either cash or equity. These are liability-classified awards. The Compensation Committee elected to settle the award in equity for the three-year periods ending in fiscal 2017 and fiscal 2016 and cash for three-year periods ending in fiscal 2015. In fiscal 2016, the Compensation Committee modified the Program to settle the awards earned in the three-year periods ending in fiscal 2018 and beyond in equity alone. These awards are equity-classified. Any equity payments related to the Program will be from the 2008 Stock Option and Stock Incentive Plan. Employee Stock Purchase Plan. In May 2017, our shareholders’ approved the Dorman Products, Inc. Employee Stock Purchase Plan (the ‘ESPP”), which makes available 1,000,000 shares of our common stock for sale to eligible employees. The purpose of this plan, which is qualified under Section 423 of the Internal Revenue Service Code of 1986, as amended, is to encourage stock ownership through payroll deductions and limited cash contributions by our employees. These contributions are used to purchase shares of the Company’s common stock at a 15% discount from the lower of the market price at the beginning or end of the purchase window. Share purchases under the plan are made twice annually, beginning in March 2018. There were no shares purchased under this plan during fiscal 2017. Compensation cost under the ESPP plan was $0.1 million in fiscal 2017. 401(k) Retirement Plan. The Dorman Products, Inc. 401(k) Retirement Plan and Trust (the “401(k) Plan”) is a defined contribution profit sharing and 401(k) plan covering substantially all of our employees as of December 30, 2017. Annual contributions under the 401(k) Plan are determined by the Compensation Committee of our Board of Directors. Total expense related to the 401(k) Plan was $2.7 million in fiscal 2017 and $2.5 million in each of fiscal 2016 and fiscal 2015. At December 30, 2017, the 401(k) Plan held 269,628 shares of our common stock. Common Stock Repurchases. We periodically repurchase, at the then current market price, and cancel common stock issued to the 401(k) Plan. Shares are generally purchased from the 401(k) Plan when participants sell units as permitted by the 401(k) Plan or elect to leave the 401(k) Plan upon retirement, termination or other reasons. During fiscal 2017 our Board of Directors approved the repurchase and cancellation of 19,110 shares of our common stock for $1.4 million at an average price of $73.34 per share. During fiscal 2016, our Board of Directors approved the repurchase and cancellation of 38,970 shares of our common stock for $2.2 million at an average price of $56.66 per share. During fiscal 2015, our Board of Directors approved the repurchase and cancellation of 33,430 shares of our common stock for $1.6 million at an average price of $48.14 per share. Share Repurchase Program. On December 12, 2013 we announced that our Board of Directors authorized a share repurchase program, authorizing the repurchase of up to $10 million of our outstanding common stock by the end of 2014. Through several expansions and extensions, our Board of Directors has expanded the program to $250 million and extended the program through December 31, 2018. Under this program, share repurchases may be made from time to time depending on market conditions, share price, share availability and other factors at our discretion. The share repurchase program does not obligate us to acquire any specific number of shares. We repurchased 1,006,365 common shares for $74.7 million at an average price of $74.26 under this program during fiscal 2017. We repurchased 430,866 common shares for $22.5 million at an average price of $52.15 under this program during fiscal 2016. We repurchased 747,700 common shares for $35.7 million at an average price of $47.77 under this program during fiscal 2015.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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