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SHARE-BASED COMPENSATION | 12 Months Ended
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Dec. 27, 2020
Share-based Payment Arrangement [Abstract] |
STOCK-BASED COMPENSATION | SHARE-BASED COMPENSATION Stock Options In December 2013, the board of directors adopted the original 2013 Plan. Under the original 2013 Plan team members, directors and consultants of the Company may receive incentive stock options and other awards. A total of 900,000 shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the original 2013 Plan. On November 3, 2020 and May 16, 2017, stockholders of the Company approved and made effective amendments to the 2013 Plan, which each added an additional 250,000 shares of common stock reserved for issuance, for total of 500,000 shares. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the original 2013 Plan. As of December 26, 2021, a total of 1,043,630 shares remain available for issuance under the 2013 Plan. The term of each option is determined by the board of directors but cannot exceed 10 years. Unless otherwise specified in an option agreement, options vest and become exercisable on the following schedule: 20% immediately and 20% on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value. The fair value of each option award was estimated on the date of grant using a Black-Scholes option pricing model and the assumptions in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatilities of the Company for a period equal to the expected life of the option. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate team member termination within the valuation model; separate groups of team members that have similar historical termination behavior are considered separately for valuation purposes. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions. For Fiscal 2021, 2020 and 2019, the Company recognized $0.6 million, $0.5 million and $0.6 million of compensation expense from continuing operations related to stock awards, respectively. Unamortized share-based compensation expense from continuing operations as of December 26, 2021 amounted to $0.9 million which is expected to be recognized over the next 2.4 years. The following assumptions were used to estimate the fair value of stock options for the years ended:
| 2021 |  | 2020 |  | 2019 |
Weighted-average fair value of awards | $ | 4.91 |  |  | $ | 4.60 |  |  | $ | 5.08 |  |
Weighted-average risk-free interest rate | 0.8 |  | % | 0.4 |  | % | 2.3 |  | %
Weighted-average dividend yield | $ | 0.35 |  |  | $ | 0.96 |  |  | $ | 1.18 |  |
Weighted-average volatility factor | 53.3 |  | % | 53.6 |  | % | 42.6 |  | %
Weighted-average expected life | 10.0 | yrs | 10.0 | yrs | 10.0 | yrs
A summary of stock option activity is presented as follows:
|  | Number of Shares |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Life |  | Total Intrinsic Value of Options (in thousands)
Awards outstanding at December 30, 2018 |  | 495,485 |  |  | $ | 17.53 |  |  | 8.0 |  | $ | 2,295 |
Granted |  | 138,750 |  |  | $ | 21.49 |  |  |  |  |
Exercised |  | (39,190) |  |  | $ | 12.60 |  |  |  |  |
Forfeited / Canceled |  | (30,200) |  |  | $ | 16.53 |  |  |  |  |
Awards outstanding at December 29, 2019 |  | 564,845 |  |  | $ | 18.90 |  |  | 7.7 |  | $ | 2,412 |
Granted |  | 93,610 |  |  | $ | 10.28 |  |  |  |  |
Forfeited / Canceled |  | (5,800) |  |  | $ | 22.22 |  |  |  |  |
Awards outstanding at December 27, 2020 |  | 652,655 |  |  | $ | 17.63 |  |  | 7.1 |  | $ | 665 |
Granted |  | 116,374 |  |  | $ | 11.57 |  |  |  |  |
Forfeited / Canceled |  | (72,350) |  |  | $ | 15.01 |  |  |  |  |
Awards outstanding at December 26, 2021 |  | 695,329 |  |  | $ | 16.91 |  |  | 6.7 |  | $ | 665 |
Awards exercisable at December 27, 2020 |  | 416,717 |  |  | $ | 16.96 |  |  | 6.3 |  | $ | 463 |
Awards exercisable at December 26, 2021 |  | 475,765 |  |  | $ | 17.62 |  |  | 5.9 |  | $ | 452 |
|  | Number of Shares |  | Weighted Average Grant Date Fair Value
Non-vested outstanding at December 27, 2020 |  | 235,938 |  |  | $ | 18.83 |
Non-vested outstanding at December 26, 2021 |  | 219,564 |  |  | $ | 12.73 |
During Fiscal 2021 the Company issued 213 shares of common stock upon the cashless exercise of 600 shares, during Fiscal 2020 there were no issuances of stock options, and during Fiscal 2019, the Company issued 16,777 shares of common stock upon the cashless exercise of 39,014 stock options. Restricted Stock For Fiscal 2021, 2020 and 2019, the Company recognized $0.5 million, $0.3 million, and $0.2 million, respectively, of compensation expense related to restricted stock. Unamortized share-based compensation expense as of December 26, 2021 amounted to $0.6 million which is expected to be recognized over the next 2.4 years. A summary of restricted stock activity is presented as follows:
|  | Number of Shares |  | Weighted Average Grant Date Fair Value
Restricted outstanding at December 30, 2018 |  | 31,500 |  |  | $ | 28.61 |
Vested |  | (9,000) |  |  | $ | 28.61 |
Forfeited / Canceled |  | (4,500) |  |  | $ | 28.61 |
Restricted outstanding at December 29, 2019 |  | 18,000 |  |  | $ | 28.61 |
Issued |  | 21,624 |  |  | $ | 9.02 |
Vested |  | (14,406) |  |  | $ | 21.26 |
Restricted outstanding at December 27, 2020 |  | 25,218 |  |  | 16.01
Issued |  | 64,702 |  |  | $ | 12.04 |
Vested |  | (29,076) |  |  | $ | 15.75 |
Restricted outstanding at December 26, 2021 |  | 60,844 |  |  | $ | 11.91 |
Nonvested outstanding at December 27, 2020 |  | 25,218 |  |  | $ | 16.01 |
Nonvested outstanding at December 26, 2021 |  | 60,844 |  |  | $ | 11.91 |
Warrant Activity For Fiscal 2021, 2020 and 2019, the Company did not recognize compensation cost related to warrants. There was no unamortized stock compensation expense remaining to be recognized as of December 26, 2021. A summary of warrant activity is presented as follows:
|  | Number of Shares |  | Weighted Average Exercise Price Per Share |  | Weighted Average Remaining Contractual Life |  | Total Intrinsic Value of Warrants (in thousands)
Warrants outstanding at December 30, 2018 |  | 93,216 |  |  | $ | 11.59 |  |  | 1.3 |  | $ | 805 |
Exercised |  | (28,734) |  |  | $ | 6.55 |  |  |  |  |
Warrants exercisable at December 29, 2019 |  | 64,482 |  |  | $ | 13.84 |  |  | 0.8 |  | $ | 473 |
Expired |  | (38,620) |  |  | $ | 11.85 |  |  |  |  |
Warrants outstanding at December 27, 2020 |  | 25,862 |  |  | $ | 16.80 |  |  | 0.4 |  | $ | — |
Expired |  | (25,862) |  |  | $ | 16.80 |  |  |  |  |
Warrants outstanding at December 26, 2021 |  | — |  |  | $ | — |  |  | 0 |  | $ | — |
Warrants exercisable at December 27, 2020 |  | 25,862 |  |  | $ | 16.80 |  |  | 0.4 |  | $ | — |
Warrants exercisable at December 26, 2021 |  | — |  |  | $ | — |  |  | 0 |  | $ | — |
There were no non-vested warrants outstanding at December 26, 2021 and December 27, 2020. There were no exercises of warrants in Fiscal 2021 and 2020. During Fiscal 2019, the Company issued 20,059 shares of common stock upon the cashless exercise of 28,734 warrants. The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated. 2020 Employee Stock Purchase Plan (“2020 ESPP”) In November 2020, the Company's shareholders approved the 2020 ESPP. Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period. A total of 250,000 shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the 2020 ESPP. For the year-ended December 26, 2021, the Company issued 31,776 shares of common stock under the 2020 ESPP.

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