Stockholders' Equity

12 Months Ended

Dec. 30, 2016

Stockholders' Equity Note [Abstract]

Note 11 — Stockholders’ Equity

Immediate Vesting of All Unvested Equity Awards

On February 11, 2016, a shareholder increased its beneficial ownership of the Company’s common stock to approximately 26% of all shares outstanding. This triggered the “Change in Control” provision in the Amended and Restated 2003 Omnibus Equity Incentive Plan (“Plan”). As a result, all unvested equity awards outstanding under the Plan immediately vested. Consequently, we recorded an aggregate $6.9 million non-cash charge to stock-based compensation in the consolidated statements of operations on that date ($4.6 million for stock options and $2.3 million for restricted stock and restricted stock units). This charge was recorded and included in the following categories of the consolidated statements of operations for the year ended December 30, 2016: $2.9 million in general and administrative expenses, $1.5 million in marketing and selling expenses, $1.9 million in research and development expenses and $0.6 million in manufacturing costs. Approximately $3.3 million of the $6.9 million of accelerated charges would have been recognized for stock-based compensation by the Company in fiscal years subsequent to 2016 had the Change in Control provision not been triggered.

There was no net income tax benefit recognized in the consolidated statements of operations for stock-based compensation expense for non-qualified stock options, as the Company fully offsets net deferred tax assets with a valuation allowance (see Note 9). The Company does not recognize deferred income taxes for incentive stock option compensation expense, and records a tax deduction only when a disqualified disposition has occurred (see Note 9).

The following table represents the fair value of stock compensation granted during the year ended December 30, 2016:

	Fair Value
Stock Options	$	2,946
Restricted Stock Units		2,396
Restricted Stock		150
	$	5,492

The cost that has been charged against income for stock-based compensation is set forth below (in thousands):

	Fiscal Year Ended
	December 30,		January 1,		January 2,
	2016		2016		2015
Employee stock options	$	5,485	$	2,306	$	2,842
Restricted stock		298		485		935
Restricted stock units		2,717		452		795
Consultant compensation		58		61		91
Total	$	8,558	$	3,304	$	4,663

The Company recorded stock-based compensation expense in the following categories on the accompanying consolidated statements of operations (in thousands):

	Fiscal Year Ended
	December 30,		January 1,		January 2,
	2016		2016		2015
Cost of Sales	$	612	$	52	$	108
General and administrative		3,809		2,090		2,552
Marketing and selling		1,961		696		1,065
Research and development		2,176		466		938
Total stock-based compensation expense		8,558		3,304		4,663
Amounts capitalized as part of inventory		269		516		306
Total stock-based compensation	$	8,827	$	3,820	$	4,969

As of December 30, 2016, there was $3.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan ($1.9 million for stock options and $1.6 million for restricted stock and restricted stock units). That cost was expected to be recognized over a weighted-average period of approximately two years.

Incentive Plan

The Amended and Restated 2003 Omnibus Equity Incentive Plan (“the Plan”) provides for various forms of stock-based incentives. To date, of the available forms of awards under the Plan, the Company has granted only stock options, restricted stock, unrestricted share grants, and restricted stock units (RSUs). Options under the plan are granted at fair market value on the date of grant, become exercisable generally over a three-year period, or as determined by the Board of Directors, and expire over periods not exceeding 10 years from the date of grant. Certain option and share awards provide for accelerated vesting if there is a change in control and pre-established financial metrics are met (as defined in the Plan). Grants of restricted stock outstanding under the Plan generally vest over periods of one to three years. Grants of RSUs outstanding under the Plan generally vest based on service, performance, or a combination of both. On June 24, 2016, stockholders approved a proposal to increase the number of shares under the Plan by 1.9 million. As of December 30, 2016, there were 2,209,347 shares authorized and available for grants under the Plan.

Assumptions

The fair value of each option award is estimated on the date of grant using a Black-Scholes option valuation model applying the weighted-average assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of options granted is derived from the historical exercises and post-vesting cancellations, and represents the period of time that options granted are expected to be outstanding. The Company has calculated a 9% estimated forfeiture rate based on historical forfeiture experience. The risk-free rate is based on the U.S. Treasury yield curve corresponding to the expected term at the time of the grant.

	Fiscal Year Ended
	December 30,			January 1,			January 2,
	2016			2016			2015
Expected dividend yield		0	%		0	%		0	%
Expected volatility		57	%		57	%		55	%
Risk-free interest rate		1.34	%		1.59	%		1.29	%
Expected term (in years)		5.57			5.57			4.12

A summary of option activity under the Plan for the year ended December 30, 2016 is presented below:

					Weighted-
			Weighted-		Average		Aggregate
			Average		Remaining		Intrinsic
	Shares		Exercise		Contractual		Value
Options	(000’s)		Price		Term (years)		(000’s)
Outstanding at January 1, 2016		3,623	$	8.02
Granted		781		7.32
Exercised		(541)		4.51
Forfeited or expired		(361)		9.23
Outstanding at December 30, 2016		3,502	$	8.28		6.75	$	11,010
Exercisable at December 30, 2016		2,840	$	8.47		6.16	$	8,765

A summary of unvested options activity under the Plan for the year ended December 30, 2016 is presented below:

			Weighted-
			Average
	Shares		Grant-Date
Options	(000’s)		Fair Value
Unvested at January 1, 2016		1,548	$	4.34
Granted during the year		781		3.77
Forfeited or expired during the year		(361)		5.10
Vested during the year		(1,306)		5.37
Unvested at December 30, 2016		662	$	3.84

The weighted-average grant-date fair value of options granted during the fiscal years ended December 30, 2016, January 1, 2016, and January 2, 2015, were $3.77, $4.14, and $6.81 per option respectively. The total intrinsic value of options exercised during the fiscal years ended December 30, 2016, January 1, 2016, and January 2, 2015, were $1.7 million, $2.0 million, and $5.5 million, respectively.

Restricted stock

A summary of restricted stock activity for the year ended December 30, 2016 is presented below:

			Weighted
			Average
			Grant-Date
	Shares		Fair Value
	(000’s)		per Share
Outstanding at January 1, 2016		124	$	6.97
Granted		23		6.47
Vested		(124)		6.97
Outstanding at December 30, 2016		23	$	6.47

Restricted Stock Units

A summary of restricted stock units’ activity for the year ended December 30, 2016 is presented below:

			Weighted
			Average
			Grant-Date
	Units		Fair Value
	(000’s)		per Share
Outstanding at January 1, 2016		339	$	10.44
Granted		323		7.43
Vested		(380)		9.90
Forfeited or expired		(8)		12.48
Outstanding at December 30, 2016		274	$	7.60