XML 31 R18.htm IDEA: XBRL DOCUMENT
v3.6.0.2

Note 11 - Share Based Compensation | 12 Months Ended
--- | ---
Dec. 31, 2016
Notes to Financial Statements |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. SHARE BASED COMPENSATION At December 31, 2016, the Company had four share-based employee compensation plans, including three incentive share-base plans and the Company’s Employee Stock Purchase Plan. The Company measures the fair value of share-based awards, if and when granted, based on the Black-Scholes method and using the closing market price of the Company’s common stock on the date of grant. Awards vest over periods ranging from one to three years and expire within 10 years of issuance. Share-based compensation expense related to time-based awards is amortized in accordance with applicable vesting periods using the straight-line method. The Company vests performance-based awards only when the performance metrics are likely to be achieved and the associated awards are therefore likely to vest. Performance-based share awards that are likely to vest are also expensed on a straight-line basis over the vesting period but may vest on a retroactive basis or be reversed, depending on when it is determined that they are likely to vest, or in the case of a reversal when they are later determined to be unlikely to vest. Share-based compensation expense of $901 and $1,446 was recognized for the fiscal years ended December 31, 2016 and January 2, 2016, respectively. Share based compensation for the fiscal year ended December 31 , 2016 did not include any expense associated with performance-based awards since they were, as of December 31 , 2016, determined to be unlikely to vest. As of December 31, 2016, the Company had approximately $0.6 million of total unrecognized compensation cost related to all time-based non-vested share-based awards granted under the Company’s various share-based plans, which the Company expects to recognize over fiscal 2017. These amounts do not include a) performance-based restricted share units, b) the cost of any additional share-based awards that may be granted in future periods or c) the impact of any potential changes in the Company’s forfeiture rate. During fiscal 2016, the Company’s Compensation Committee of the Board of Directors adopted a Long Term Incentive Plan (“LTIP”) for certain executives. The LTIP is anticipated to issue restricted share units each fiscal year that are contingent upon achieving certain performance metrics as defined by the Compensation Committee over a three fiscal year performance period. The Company issued 200,000 such performance-based restricted share units in fiscal 2016. As of December 31, 2016, these performance-based restricted share units were deemed unlikely to vest and therefore no expense has been recognized. Incentive Share-Based Plans 2000 Employee Stock Incentive Plan (the 2000 Plan) The 2000 Plan, approved by the Company’s stockholders in April 2001, provides for the issuance of up to 1,500,000 shares of the Company’s common stock to officers and key employees of the Company and its subsidiaries or to consultants and advisors utilized by the Company. The Compensation Committee of the Board of Directors could award incentive stock options or non-qualified stock options, as well as stock appreciation rights, and determined the vesting period at the time of grant. As of December 31, 2016, options to purchase 25,000 shares of common stock granted under the 2000 Plan were outstanding. 2007 Omnibus Equity Compensation Plan (the 2007 Plan) The 2007 Plan, approved by the Company’s stockholders in June 2007, provides for the issuance of up to 700,000 shares of the Company’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries or consultants and advisors utilized by the Company. No more than 350,000 shares of common stock in the aggregate could be issued pursuant to grants of stock awards, stock units, performance shares and other stock-based awards. No more than 300,000 shares of common stock with respect to awards could be granted to any individual during any fiscal year. The Compensation Committee of the Board of Directors determined the vesting period at the time of grant. As of December 31, 2016, options to purchase 17,000 shares of common stock granted under the 2007 Plan were outstanding. The 2000 Plan and 2007 Plan are expired and therefore no additional shares are available for awards thereunder. 2014 Omnibus Equity Compensation Plan (the 2014 Plan) The 2014 Plan, approved by the Company’s stockholders in December 2014, provides for the issuance of up to 625,000 shares of the Company’s common stock to officers, non-employee directors, employees of the Company and its subsidiaries or consultants and advisors utilized by the Company. The Compensation Committee of the Board of Directors determines the vesting period at the time of grant. In fiscal 2016, the Company amended the 2014 Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance under the Plan by an additional 500,000 shares so that the total number of shares of stock reserved for issuance under the Plan shall be 1,125,000 shares and to extend the expiration date of the Plan to December 1, 2026. As of December 31, 2016, under the 2014 Plan, 197,734 time-based and 200,000 performance-based restricted share units were outstanding and 619,266 shares were available for awards thereunder. Employee Stock Purchase Plan The Company implemented the 2001 Employee Stock Purchase Plan (the “Purchase Plan”) with shareholder approval, effective January 1, 2001. Under the Purchase Plan, employees meeting certain specific employment qualifications are eligible to participate and can purchase shares of common stock semi-annually through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement or end of the offering period. The purchase plan permits eligible employees to purchase shares of common stock through payroll deductions for up to 10% of qualified compensation, subject to maximum purchases in any one fiscal year of 3,000 shares. In fiscal 2015, the Company amended the Purchase Plan with shareholder approval to increase the aggregate number of shares of stock reserved for issuance or transfer under the Plan by an additional 300,000 shares so that the total number of shares of stock reserved for issuance or transfer under the Plan shall be 1,100,000 shares and to extend the expiration date of the Plan to December 31, 2025. During the fiscal years ended December 31, 2016 and January 2, 2016, there were 81,225 and 73,048 shares issued under the Purchase Plan for net proceeds of $368 and $373, respectively. As of December 31, 2016, there were 268,211 shares available for issuance under the Purchase Plan. Compensation expense, representing the discount to the quoted market price, for the Purchase Plan for the fiscal years ended December 31, 2016 and January 2, 2016 was $108 and $111, respectively. Stock Option Awards Transactions related to all stock options under all plans are as follows:
|  | All Stock Options Outstanding |
|  | Shares |  |  | Weighted Average Exercise Price |
Options outstanding as of January 3, 2015 |  |  | 53,000 |  |  | $ | 7.65 |
Options granted |  |  | - |  |  |  |  |
Options exercised, net |  |  | (3,500 | ) |  | $ | 4.30 |
Options forfeited/cancelled |  |  | (5,000 | ) |  | $ | 5.78 |
Options outstanding as of January 2, 2016 |  |  | 44,500 |  |  | $ | 8.12 |
Options exercisable as of January 2, 2016 |  |  | 29,500 |  |  | $ | 9.15 |
Intrinsic value of outstanding stock options as of January 2, 2016 |  | $ | 0 |  |  |  |  |
Intrinsic value of stock options exercised in fiscal year ended January 2, 2016 |  | $ | 8 |  |  |  |  |
Weighted average grant date fair value of stock options issued during fiscal year ended January 2, 2016 |  |  | N/A |  |  |  |  |
Options outstanding as of January 2, 2016 |  |  | 44,500 |  |  | $ | 8.12 |
Options granted |  |  | - |  |  |  |  |
Options exercised, net |  |  | (2,500 | ) |  | $ | 5.62 |
Options forfeited/cancelled |  |  | - |  |  |  |  |
Options outstanding as of December 31, 2016 |  |  | 42,000 |  |  | $ | 8.27 |
Options exercisable as of December 31, 2016 |  |  | 27,000 |  |  | $ | 9.47 |
Intrinsic value of outstanding stock options as of December 31, 2016 |  | $ | 6 |  |  |  |  |
Intrinsic value of stock options exercised in fiscal year ended December 31, 2016 |  | $ | 3 |  |  |  |  |
Weighted average grant date fair value of stock options issued during fiscal year ended December 31, 2016 |  |  | N/A |  |  |  |  |
A summary of the status of our nonvested stock options outstanding as of December 31, 2016, and changes during the year then ended is presented as follows:
Nonvested Stock Options |  | Shares |  |  | Weighted-Average Grant-Date Fair Value |
Nonvested at January 2, 2016 |  |  | 15,000 |  |  | $ | 2.33 |
Vested |  |  | - |  |  |  |  |
Forfeited |  |  | - |  |  |  |  |
Issued nonvested |  |  | - |  |  |  |  |
Nonvested at December 31, 2016 |  |  | 15,000 |  |  | $ | 2.33 |
The following table summarizes information about stock options outstanding at December 31, 2016:
Range of Exercise Prices |  |  | Number of Outstanding Options |  |  | Weighted-Average Remaining Contractual Life |  |  | Weighted-Average Exercise Price |
|  |  |  |  |  | Outstanding |  |  | Vested |  |  | Outstanding |  |  | Vested |  |  | Outstanding |  |  | Vested |
| $5.27 | - | $6.10 |  |  |  | 17,000 |  |  |  | 2,000 |  |  |  | 6.62 |  |  |  | 1.02 |  |  | $ | 6.00 |  |  | $ | 5.27 |
|  | $9.81 |  |  |  |  | 25,000 |  |  |  | 25,000 |  |  |  | 0.55 |  |  |  | 0.55 |  |  | $ | 9.81 |  |  | $ | 9.81 |
|  |  |  |  |  |  | 42,000 |  |  |  | 27,000 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Restricted share units The Company granted 262,734 and 48,000 restricted share units during the fiscal years ended December 31, 2016 and January 2, 2016, respectively. The restricted share units granted in fiscal 2016 comprised of 62,734 time-based awards and 200,000 performance-based awards. The Company estimates that it will recognize expenses for all unvested share-based awards outstanding as of December 31, 2016 as follows:
Fiscal Year |  | Time- Based |  |  | Performance- Based |  |  | Total |
2017 |  | $ | 578 |  |  | $ | - |  |  | $ | 578 |
The above estimates are based on certain assumptions that are subject to change and that the actual expense recognized may materially differ from above. The above estimates do not include: 1) any future grants of restricted share units, either time-based awards or performance-based awards, or 2) any currently outstanding performance-based awards that as of December 31, 2016 were deemed unlikely to vest but may later be deemed likely to vest. The risk-free rate of return is based on the yield of U.S. Treasury Strips with terms equal to the expected life of the grants as of the grant date. The expected term of grant is based on historical stock option exercise experience. The Company used its historical stock price volatility to compute the expected stock price volatility. The expected dividend yield is based on the Company’s fiscal 2016 dividend rate. The Company, at this time, has no plans to issue any future dividends. The annual forfeiture rate is based on the Company’s historical experience. The Black-Scholes option weighted average assumptions used in the valuation of share based awards for the fiscal years ended December 31, 2016 and January 2, 2016 were as follows:
|  | Fiscal Years Ended |
|  | December 31, 2016 |  |  | January 2, 2016 |
Weighted average risk-free interest rate |  |  | 1.35 | % |  |  | 1.74 | %
Expected term of option (years) |  |  | 5 |  |  |  | 5 |
Expected stock price volatility |  |  | 33 | % |  |  | 35 | %
Expected dividend yield |  |  | 0.00 | % |  |  | 0.00 | %
Annual forfeiture rate |  |  | 3.11 | % |  |  | 3.23 | %
Weighted-average grant date fair value |  | $ | 5.51 |  |  | $ | 5.00 |
During fiscal 2016, the Company issued 262,734 restricted share units, 62,734 time-based and 200,000 performance-based. Of the 62,734 time-based restricted share units, 37,734 were issued to the Company’s Board of Directors as part of their annual compensation program and 25,000 were issued to the Company’s executives as part of their fiscal 2015 compensation plan. During fiscal 2015, the Company issued 48,000 restricted share units, all of which were issued to the Board of Directors as part of their annual compensation program and vest at the end of fiscal 2016. All of these restricted share units include dividend accrual equivalents, which means that any dividends paid by the Company after issuance but before vesting of the restricted share unit become due and payable after the vesting period assuming the grantee’s restricted share unit fully vests. Dividends for these grants are accrued on the dividend payment dates and included in accounts payable and accrued expenses on the accompanying consolidated balance sheet. Dividends for restricted share units that ultimately do not vest are forfeited. As of December 31, 2016, the Company has 397,734 restricted share units outstanding, all of which include dividend equivalent rights. Total dividends accrued and payable upon vesting on all restricted share units as of December 31, 2016 and January 2, 2016 equals $0.4 million and $0.5 million, respectively.
|  | Number of Restricted Stock Units (in thousands) |  |  | Weighted Average Grant Date Fair Value per Share |
Outstanding non-vested at January 3, 2015 |  |  | 500 |  |  | $ | 6.61 |
Granted |  |  | 48 |  |  | $ | 5.00 |
Vested |  |  | (334 | ) |  | $ | 6.05 |
Forfeited or expired |  |  | (5 | ) |  | $ | 7.95 |
Outstanding non-vested at January 2, 2016 |  |  | 209 |  |  | $ | 7.10 |
Granted – time-based vesting |  |  | 63 |  |  | $ | 5.98 |
Granted – performance-based vesting |  |  | 200 |  |  | $ | 5.36 |
Vested |  |  | (74 | ) |  | $ | 5.56 |
Forfeited or expired |  |  | - |  |  |  | - |
Outstanding non-vested at December 31, 2016 |  |  | 398 |  |  | $ | 6.34 |
Based on the closing price of the Company’s common stock of $6.36 per share on December 30, 2016, the intrinsic value of the non-vested time-based restricted share units at December 31, 2016 was $1.3 million. This amount does not include any intrinsic value that may be associated with the performance-based restricted share units that are deemed unlikely to vest.

X
- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65895303&loc=d3e17540-113929 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=68057994&loc=d3e25284-112666 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 14) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration