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SHARE-BASED COMPENSATION
12 Months Ended
Dec. 29, 2024
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. 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 29, 2024, a total of 1,125,490 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 2024, 2023, and 2022, the Company recognized $0.4 million, $0.4 million and $0.7 million of compensation expense from continuing operations related to stock awards, respectively. Unamortized share-based compensation expense from
continuing operations as of December 29, 2024 amounted to $0.6 million, which is expected to be recognized over the next 2.1 years.
 
The following assumptions were used to estimate the fair value of stock options for the years ended: 
 December 29, 2024December 31, 2023January 1, 2023
Weighted-average fair value of awards$5.95  $3.00  $5.17 
Weighted-average risk-free interest rate4.0 %4.2 %2.7 %
Weighted-average dividend yield$0.45 $0.60 $0.54 
Weighted-average volatility factor52.2 %52.8 %54.6 %
Weighted-average expected life10.0yrs10.0yrs10.0yrs

A summary of stock option activity is presented as follows: 
 Number of
Shares
Weighted Average Exercise Price Per ShareWeighted Average Remaining Contractual LifeTotal Intrinsic Value of Options
(in thousands)
Awards outstanding at December 26, 2021695,329 $16.91 6.7$665 
Granted164,000 $12.87 
Exercised(1,000)$9.75 
Forfeited / Canceled(36,650)$17.65 
Awards outstanding at January 1, 2023821,679 $16.08 6.4$1,907 
Granted126,470 $10.02 
Exercised(4,800)$6.25 
Forfeited / Canceled(21,039)$17.38 
Awards outstanding at December 31, 2023922,310 $15.30 6.0$104 
Granted40,000 $8.80 
Exercised(38,798)$6.74 
Forfeited / Canceled(21,900)$14.31 
Awards outstanding at December 29, 2024901,612 $15.41 5.3$— 
Awards exercisable at December 31, 2023663,740 $16.84 5.0$103 
Awards exercisable at December 29, 2024717,076 $16.59 4.6$— 

 Number of
Shares
Weighted Average Grant Date Fair Value
Non-vested outstanding at December 31, 2023258,570 $7.84 
Non-vested outstanding at December 29, 2024184,536 $7.94 

During Fiscal 2024, 2023, and 2022, there were no cashless stock option exercises.

Restricted Stock

For Fiscal 2024, 2023, and 2022, the Company recognized $0.6 million, $0.6 million, and $0.4 million, respectively, of compensation expense related to restricted stock. Unamortized share-based compensation expense as of December 29, 2024 amounted to $0.5 million, which is expected to be recognized over the next 1.9 years.
A summary of restricted stock activity is presented as follows: 
 Number of
Shares
Weighted Average Grant Date Fair Value
Restricted outstanding at December 26, 202160,844 $11.91 
Issued32,344 $13.14 
Vested(31,168)$11.79 
Restricted outstanding at January 1, 202362,020 $12.21 
Issued57,974 $11.22 
Vested(43,303)$11.71 
Forfeited / Canceled(967)$12.62 
Restricted outstanding at December 31, 202375,724 $11.73 
Issued50,790 $8.86 
Vested(51,694)$11.38 
Restricted outstanding at December 29, 202474,820 $10.02 
Nonvested outstanding at December 31, 202375,724 $11.73 
Nonvested outstanding at December 29, 202474,820 $10.02 

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, before applicable income taxes and represents the amount holders would have realized if all in-the-money options 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 thousand shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the 2020 ESPP. For Fiscal 2024, 2023,and 2022, the Company issued 61 thousand, 54 thousand, 60 thousand shares of common stock under the 2020 ESPP, respectively.