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Stock-Based Compensation | 3 Months Ended
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May 05, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Stock-Based Compensation | 5. Stock-Based Compensation Through the end of the second quarter of fiscal 2016, the Company’s 2006 Incentive Compensation Plan (as amended and restated effective as of August 1, 2013, the “2006 Plan”) was the only stockholder-approved plan. The 2006 Plan expired on July 31, 2016, and on August 4, 2016, the Company’s stockholders approved the adoption of the 2016 Incentive Compensation Plan (the “2016 Plan”). 2016 Plan The initial share reserve under the 2016 Plan, including the rollover of 525,538 available shares under our 2006 Plan, was 5,725,538 shares of our common stock. A grant of a stock option award or stock appreciation right will reduce the outstanding reserve on a one-for-one basis, meaning one share for every share granted. A grant of a full-value award, including, but not limited to, restricted stock, restricted stock units and deferred stock, will reduce the outstanding reserve by a fixed ratio of 1.9 shares for every share granted. In accordance with the terms of the 2016 Plan, any shares outstanding under the 2006 Plan at August 4, 2016 that subsequently terminate, expire or are canceled for any reason without having been exercised or paid are added back and become available for issuance under the 2016 Plan, with options and stock appreciation rights being added back on a one-for-one basis and full-value awards being added back on a 1 to 1.9 basis. At May 5, 2018, the Company had 5,763,710 shares available under the 2016 Plan. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee is authorized to make all determinations with respect to amounts and conditions covering awards. Options are not granted at a price less than fair value on the date of the grant. Except with respect to 5% of the shares available for awards under the 2016 Plan, no award will become exercisable unless such award has been outstanding for a minimum period of one year from its date of grant. The following tables summarize the share activity and stock option activity for the Company’s 2006 Plan and 2016 Plan, on a combined basis, for the first three months of fiscal 2018:
|  | Restricted shares |  |  | Restricted Stock Units (1) |  |  | Deferred shares (2) |  |  | Fully-vested shares (3) |  |  | Total number of shares |  |  | Weighted-average grant-date fair value (4) |
Shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding non-vested shares at beginning of year |  |  | 36,666 |  |  |  | 1,048,552 |  |  |  | 115,457 |  |  |  | — |  |  |  | 1,200,675 |  |  | $ | 3.43 |
Shares granted |  |  | 30,000 |  |  |  | 305,161 |  |  |  | 21,494 |  |  |  | 26,080 |  |  |  | 382,735 |  |  | $ | 1.97 |
Shares vested/issued |  |  | — |  |  |  | (171,798 | ) |  |  | (2,613 | ) |  |  | (26,080 | ) |  |  | (200,491 | ) |  | $ | 4.60 |
Shares canceled |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  | $ | - |
Outstanding non-vested shares at end of quarter |  |  | 66,666 |  |  |  | 1,181,915 |  |  |  | 134,338 |  |  |  | — |  |  |  | 1,382,919 |  |  | $ | 2.85 |
| (1) | Restricted stock units (“RSUs”) were primarily granted in connection with the partial achievement of performance targets under the 2016-2017 LTIP, see Note 4, Long-Term Incentive Plans. As a result of net share settlement, of the 171,798 time-based RSUs which vested during the first quarter of fiscal 2018, only 165,108 shares of common stock were issued.
| (2) | The 21,494 shares of deferred stock, with a fair value of $51,084, represent compensation to certain directors in lieu of cash, in accordance with their irrevocable elections. The shares of deferred stock will vest three years from the date of grant or at separation of service, based on the irrevocable election of each director.
| (3) | During the first three months of fiscal 2018, the Company granted 26,080 shares of stock, with a fair value of approximately $63,896, to certain directors as compensation in lieu of cash, in accordance with their irrevocable elections. Directors are required to elect 50% of their quarterly retainer in equity. Any shares in excess of the minimum required election are issued from the Company’s Third Amendment to the Third Amended and Restated Non-Employee Director Compensation Plan (“Non-Employee Director Compensation Plan”).
| (4) | The fair value of a restricted share, deferred share and fully-vested share is equal to the Company’s closing stock price on the day immediately preceding the date of grant.
|  | Number of shares |  |  | Weighted-average exercise price per option |  |  | Weighted-average remaining contractual term |  | Aggregate intrinsic value |
Stock Options |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outstanding options at beginning of year |  |  | 1,195,910 |  |  | $ | 4.80 |  |  |  |  | $ | 21,750 |
Options granted |  |  | 138,888 |  |  | $ | 2.50 |  |  |  |  |  |  |
Options expired and canceled |  |  | (93,244 | ) |  | $ | 5.08 |  |  |  |  |  |  |
Options exercised |  |  | — |  |  |  | — |  |  |  |  |  |  |
Outstanding options at end of quarter |  |  | 1,241,554 |  |  | $ | 4.52 |  |  | 5.1 years |  | $ | - |
Options exercisable at end of quarter |  |  | 1,082,666 |  |  | $ | 4.83 |  |  | 4.5 years |  |  |  |
Valuation Assumptions For the first three months of fiscal 2018, the Company granted 138,888 stock options, 56,080 shares of restricted stock, 305,161 RSUs and 21,494 shares of deferred stock. For the first three months of fiscal 2017, the Company granted no stock options, 484,558 shares of restricted stock, 734,268 RSUs and 19,143 shares of deferred stock. Unless otherwise specified by the Compensation Committee, RSUs, restricted stock and deferred stock are valued using the closing price of the Company’s common stock on the day immediately preceding the date of grant. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. There were no stock options granted in the first quarter of fiscal 2017. The following assumptions were used for grants for the first quarter of fiscal 2018:
|  | May 5, 2018 |
Expected volatility |  |  | 48.9 | %
Risk-free interest rate |  |  | 2.55 | %
Expected life |  | 4.5 yrs |
Dividend rate |  |  | — |
Non-Employee Director Compensation Plan The Company granted 11,140 shares of common stock, with a fair value of approximately $25,401, to certain of its non-employee directors as compensation in lieu of cash in the first three months of fiscal 2018. Stock Compensation Expense The Company recognized total stock-based compensation expense of $0.4 million and $0.3 million for the first three months of fiscal 2018 and fiscal 2017, respectively. The total compensation cost related to time-vested stock options, restricted stock and RSU awards not yet recognized as of May 5, 2018 was approximately $1.8 million, net of estimated forfeitures, which will be expensed over a weighted average remaining life of 25 months.

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- 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 -URI http://asc.fasb.org/topic&trid=2228938 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855 + Details
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