Stockholders' Equity

12 Months Ended

Dec. 29, 2017

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

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 $6,857,000 non-cash charge to stock-based compensation in the Consolidated Statements of Operations on that date ($4,569,000 for stock options and $2,280,000 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: $2,931,000 in general and administrative expenses, $1,527,000 in marketing and selling expenses, $1,838,000 in research and development expenses and $561,000 in manufacturing costs. Approximately $3,338,000 of the $6,857,000 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 29, 2017:

	Fair Value
Stock Options	$	4,985
Restricted Stock Units		3,586
Restricted Stock		200
Total	$	8,771

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

	Fiscal Year Ended
	December 29, 2017		December 30, 2016		January 1, 2016
Employee stock options	$	1,731	$	5,485	$	2,306
Restricted stock		186		298		485
Restricted stock units		1,226		2,717		452
Consultant compensation		18		58		61
Total	$	3,161	$	8,558	$	3,304

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

	Fiscal Year Ended
	December 29, 2017		December 30, 2016		January 1, 2016
Cost of Sales	$	8	$	612	$	52
General and administrative		1,487		3,809		2,090
Marketing and selling		805		1,961		696
Research and development		861		2,176		466
Total stock-based compensation expense		3,161		8,558		3,304
Amounts capitalized as part of inventory		372		269		516
Total stock-based compensation	$	3,533	$	8,827	$	3,820

As of December 29, 2017, there was $8,151,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan ($4,616,000 for stock options and $3,535,000 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 1,900,000 shares, for a total of 13,150,000 shares. As of December 29, 2017, there were 1,098,758 shares available for grant 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 an 11% 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 29,			December 30,			January 1,
	2017			2016			2016
Expected dividend yield		0	%		0	%		0	%
Expected volatility		57	%		57	%		57	%
Risk-free interest rate		1.96	%		1.34	%		1.59	%
Expected term (in years)		5.67			5.57			5.57

A summary of option activity under the Plan for the year ended December 29, 2017 is presented below:

Options	Shares (000’s)		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (000’s)
Outstanding at December 30, 2016		3,502	$	8.28
Granted		956		10.19
Exercised		(557)		7.12
Forfeited or expired		(176)		11.62
Outstanding at December 29, 2017		3,725	$	8.78		6.96	$	25,069
Exercisable at December 29, 2017		2,577	$	8.38		6.00	$	18,395

A summary of unvested options activity under the Plan for the year ended December 29, 2017 is presented below:

			Weighted-
			Average
	Shares		Grant-Date
Options	(000’s)		Fair Value
Unvested at December 30, 2016		662	$	3.84
Granted during the year		956		5.42
Forfeited or expired during the year		(176)		5.53
Vested during the year		(294)		5.14
Unvested at December 29, 2017		1,148	$	4.96

The weighted-average grant-date fair value of options granted during the fiscal years ended December 29, 2017, December 30, 2016 and January 1, 2016 were $5.42, $3.77, and $4.14 per option respectively. The total intrinsic value of options exercised during the fiscal years ended December 29, 2017, December 30, 2016 and January 1, 2016, were $3,065,000, $1,737,000 and $2,048,000, respectively.

Restricted stock

A summary of restricted stock activity for the year ended December 29, 2017 is presented below:

			Weighted
			Average
			Grant-Date
	Shares		Fair Value
Restricted Stock	(000’s)		per Share
Outstanding at December 30, 2016		23	$	6.47
Granted		21		9.60
Vested		(23)		6.47
Outstanding at December 29. 2017		21	$	9.60

Restricted Stock Units

A summary of restricted stock units’ activity for the year ended December 29, 2017 is presented below:

	Units (000’s)		Weighted Average Grant-Date Fair Value per Share
Outstanding at December 30, 2016		274	$	7.60
Granted		345		10.39
Vested		(96)		7.76
Forfeited or expired		(35)		8.81
Outstanding at December 29, 2017		488	$	9.45