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Note 11 - Share Based Compensation | 12 Months Ended
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Dec. 28, 2019
Notes to Financial Statements |
Share-based Payment Arrangement [Text Block] |
11. | SHARE BASED COMPENSATION
At December 28, 2019, the Company had two share-based employee compensation plans. 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 expenses 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 $806 and $544 was recognized for the fiscal years ended December 28, 2019 and December 29, 2018, respectively. Share based compensation for the fiscal year ended December 28, 2019 included estimated expense of $228 for performance-based awards, and did not include any expense associated with performance-based awards for the fiscal year ended December 29, 2018. As of December 28, 2019, the Company had $0.3 million of total unrecognized compensation cost related to all time-based non-vested share-based awards and performance-based restricted stock units outstanding and deemed as likely to vest. The Company expects to recognize this expense over approximately two years. These amounts do not include a) performance-based restricted stock units deemed unlikely to vest, b) the cost of any additional share-based awards granted in future periods or c) the impact of any potential changes in the Company’s forfeiture rate. 2014 Omnibus Equity Compensation Plan (the 2014 Plan) The 2014 Plan, approved by the Company’s shareholders 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. In fiscal 2016, the Company amended and restated 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 is 1,125,000 shares. The expiration date of the Plan is December 1, 2026. The Compensation Committee of the Board of Directors determines the vesting period at the time of grant. As of December 28, 2019, under the 2014 Plan, 151,725 time-based and 240,000 performance-based restricted share units were outstanding and 268,326 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 2018, 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 1,400,000 shares. The Company has two offering periods in the Purchase Plan coinciding with the Company’s first two fiscal quarters and the last two fiscal quarters. During the fiscal years ended December 28, 2019 and December 29, 2018, there were 118,526 and 90,877 shares issued under the Purchase Plan for net proceeds of $321 and $385, respectively. As of December 28, 2019, there were 267,877 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 28, 2019 and December 29, 2018 was $91 and $103, respectively. Time-Based Restricted Stock Units From time-to-time the Company issues time-based restricted stock units. These time-based restricted stock units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period assuming the grantee’s restricted stock 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 time-based restricted stock units that ultimately do not vest are forfeited. To date, the Company has issued time-based restricted stock units only under its 2007 Omnibus Equity Compensation Plan and the 2014 Plan. The 2007 Plan has expired and there are no time-based restricted stock units outstanding thereunder. The following summarizes the activity in the time-based restricted stock units under the 2014 Plan during the fifty-two week period ended December 28, 2019:
|  | Number of Time-Based Restricted Stock Units |  |  | Weighted Average Grant Date Fair Value per Share |
Outstanding non-vested at December 29, 2018 |  |  | 147,372 |  |  | $ | 4.46 |
Granted |  |  | 99,225 |  |  | $ | 3.02 |
Vested |  |  | (82,872 | ) |  | $ | 4.04 |
Forfeited or expired |  |  | (12,000 | ) |  | $ | 5.84 |
Outstanding non-vested at December 28, 2019 |  |  | 151,725 |  |  | $ | 3.64 |
Based on the closing price of the Company’s common stock of $2.87 per share on December 27, 2019 ( the last trading day prior to December 28, 2019), the intrinsic value of the time-based non-vested restricted stock units at December 28, 2019 was approximately $0.4 million. As of December 28, 2019, there was approximately $0.3 million of total unrecognized compensation cost related to time-based restricted stock units, which is expected to be recognized over the vesting period of the restricted stock units. Performance - Based Restricted Stock Units From time-to-time the Company issues performance-based restricted stock units to its executives. Performance-based restricted stock units are typically vested based on certain multi-year performance metrics as determined by the Board of Directors Compensation Committee. These performance-based restricted stock units typically include dividend accrual equivalents, which means that any dividends paid by the Company during the vesting period become due and payable after the vesting period on any stock units that actually vest, if any. 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. As of December 28, 2019, there were no accrued dividends. Dividends for performance-based restricted stock units that ultimately do not vest are forfeited. To date, the Company has issued performance-based restricted stock units only under the 2014 Plan. The following summarizes the activity in the performance-based restricted stock units during the fifty-two week period ended December 28, 2019: Performance - Based Restricted Stock Units (Continued)
|  | Number of Performance- Based Restricted Stock Units |  |  | Weighted Average Grant Date Fair Value per Share |
Outstanding non-vested at December 29, 2018 |  |  | 200,000 |  |  | $ | 4.94 |
Granted |  |  | 167,148 |  |  | $ | 4.35 |
Vested |  |  | (47,148 | ) |  | $ | 3.68 |
Forfeited or expired |  |  | (80,000 | ) |  | $ | 4.85 |
Outstanding non-vested at December 28, 2019 |  |  | 240,000 |  |  | $ | 4.81 |
As of December 28, 2019, the Company considers the metrics related to 200,000 of the performance-based restricted stock units unlikely to be achieved, thus no performance condition is probable of achievement and no compensation cost has been recognized on these performance-based restricted stock units. As of December 28, 2019, the Company considers the metrics related to 40,000 of the performance-based restricted stock units likely to be achieved, and therefore $175 of compensation cost has been recognized on these likely to vest performance-based restricted stock units during the fiscal year 2019. The Company will reassess at each reporting date whether achievement of any performance condition is probable and would begin recognizing additional compensation cost if and when achievement of the performance condition becomes probable. The Company will then recognize the appropriate expense cumulatively in the year performance becomes probable and recognize the remaining compensation cost over the remaining requisite service period. If at a later measurement date the Company determines that performance-based restricted stock units deemed as likely to vest are deemed as unlikely to vest, the expense recognized will be reversed. As of December 28, 2019, there was approximately $0.8 million of total unrecognized compensation cost related to performance-based restricted stock units deemed likely to vest.
|  | Number of Restricted Stock Units |  |  | Weighted Average Grant Date Fair Value per Share |
Outstanding non-vested at December 30, 2017 |  |  | 487,034 |  |  | $ | 5.24 |
Granted – time-based vesting |  |  | 95,372 |  |  | $ | 4.05 |
Granted – performance-based vesting |  |  | 240,000 |  |  | $ | 5.33 |
Vested |  |  | (29,195 | ) |  | $ | 6.85 |
Forfeited or expired |  |  | (445,839 | ) |  | $ | 5.32 |
Outstanding non-vested at December 29, 2018 |  |  | 347,372 |  |  | $ | 4.74 |
Granted – time-based vesting |  |  | 99,225 |  |  | $ | 3.02 |
Granted – performance-based vesting |  |  | 167,148 |  |  | $ | 4.35 |
Vested |  |  | (130,020 | ) |  | $ | 3.91 |
Forfeited or expired |  |  | (92,000 | ) |  | $ | 4.98 |
Outstanding non-vested at December 28, 2019 |  |  | 391,725 |  |  | $ | 4.36 |
Based on the closing price of the Company’s common stock of $2.87 per share on December 27, 2019, the intrinsic value of the non-vested time-based restricted share units at December 28, 2019 was $0.4 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.

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