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Stockholders' Equity
12 Months Ended
Dec. 28, 2019
Equity [Abstract]  
Stockholders' Equity

10. Stockholders’ Equity

1998 Stock Plan.

The 1998 Stock Plan (the “1998 Plan”), as amended, provides for the granting to employees (including officers and non-employee directors) of incentive stock options and for the granting to employees (including officers and non-employee directors) and consultants of nonstatutory stock options, stock purchase rights (“SPRs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance units and stock appreciation rights. The exercise price of incentive stock options and stock appreciation rights granted under the 1998 Plan must be at least equal to the fair market value of the shares at the time of grant. With respect to any recipient who owns stock possessing more than 10% of the voting power of our outstanding capital stock, the exercise price of any option or SPR granted must be at least equal to 110% of the fair market value at the time of grant. Options granted under the 1998 Plan are exercisable at such times and under such conditions as determined by the administrator; generally over a four year period. The maximum term of incentive stock options granted to any recipient must not exceed ten years; provided, however, that the maximum term of an incentive stock option granted to any recipient possessing more than 10% of the voting power of our outstanding capital stock must not exceed five years. In the case of SPRs, unless the administrator determines otherwise, we have a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with us for any reason (including death or disability). Such repurchase option lapses at a rate determined by the administrator. The purchase price for shares repurchased is the original price paid by the purchaser. The form of consideration for exercising an option or stock purchase right, including the method of payment, is determined by the administrator. The 1998 Plan expired in February 2008.

2008 Equity Incentive Plan.

On June 11, 2008, the shareholders approved the adoption of the 2008 Equity Incentive Plan, (the “Incentive Plan”). There are no material changes in the Incentive Plan from the 1998 Plan. In 2014, 2017, 2018 and 2019, the stockholders approved an amendment to the Incentive Plan for purposes of complying with Section 162(m) of the Internal Revenue Code of 1986, as amended, to increase the share reserve under the Incentive Plan, and to make certain other amendments to the terms of the Incentive Plan. The maximum aggregate number of shares that may be awarded and sold under the Incentive Plan is 3,850,000 shares plus any shares subject to stock options or similar awards granted under the 1998 Plan that expire or otherwise terminate without having been exercised in full and shares issued pursuant to awards granted under the 1998 Plan that are forfeited to us on or after February 23, 2008, which was the date the 1998 Plan expired.

The following table represents the shares activity and the total number of shares available for grant under the Incentive Plan:

 

 

 

Shares

Available

for Grant

 

Balances as of December 30, 2017

 

 

196,970

 

Additional shares reserved

 

 

1,000,000

 

Options granted

 

 

(178,435

)

Restricted stock granted

 

 

(628,125

)

Options cancelled

 

 

166,798

 

Awards cancelled

 

 

143,754

 

Balances as of December 29, 2018

 

 

700,962

 

Additional shares reserved

 

 

1,000,000

 

Options granted

 

 

(853,650

)

Restricted stock granted

 

 

(443,036

)

Options cancelled

 

 

314,786

 

Awards cancelled

 

 

388,461

 

Balances as of December 28, 2019

 

 

1,107,523

 

 

Awards (RSU, PSU, RSA) with a per share or unit purchase price lower than 100% of the fair market value of the Company's common stock on the date of grant under the 2008 Equity Incentive Plan, as amended, are counted against shares authorized under the plan as one and one-half shares of common stock for each share. When cancelled, these shares are added back to the Plan as one and one-half shares.

The following table shows stock-based compensation expenses by functional area in the consolidated statements of operations for 2019 and 2018 (in thousands):

 

 

 

FY 2019

 

 

FY 2018

 

 

 

Year Ended

 

 

Year Ended

 

 

 

December 28, 2019

 

 

December 29, 2018

 

Cost of revenues

 

$

75

 

 

$

47

 

Research and development

 

 

174

 

 

 

129

 

Sales and marketing

 

 

409

 

 

 

448

 

General and administrative

 

 

1,045

 

 

 

1,179

 

Total stock-based compensation expense

 

$

1,703

 

 

$

1,803

 

 

Stock-based compensation expense capitalized to inventory was immaterial for 2019 and 2018.

As of December 28, 2019, there was $3.1 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements under the Incentive Plan. The cost is expected to be recognized over a weighted average period of 2.78 years.

Summary of Stock Options

The following table summarizes information regarding activity in our stock option plans during the fiscal years ended 2019 and 2018 (in thousands except share and per share data):

 

 

 

Outstanding Options

 

 

 

Number

of Shares

 

 

Weighted

Average

Exercise

Price

 

Balances as of December 30, 2017

 

 

857,311

 

 

$

9.49

 

Options granted

 

 

178,435

 

 

 

6.00

 

Options exercised

 

 

(24,050

)

 

 

4.09

 

Options cancelled or forfeited

 

 

(166,798

)

 

 

9.85

 

Balances as of December 29, 2018

 

 

844,898

 

 

$

8.84

 

Options granted

 

 

853,650

 

 

 

4.55

 

Options exercised

 

 

(210

)

 

 

3.49

 

Options cancelled or forfeited

 

 

(314,786

)

 

 

9.20

 

Balances as of December 28, 2019

 

 

1,383,552

 

 

$

6.11

 

 

 

The following table summarizes information with respect to stock options outstanding and exercisable as of December 28, 2019:

 

 

 

Options Outstanding

 

 

Options Vested and Exercisable

 

Range of Exercise Prices

 

Number of

Shares

Outstanding

 

 

Weighted

Average

Remaining

Contractual

Life (years)

 

 

Weighted

Average

Exercise

Price

 

 

Number of

Shares

Exercisable

 

 

Weighted

Average

Exercise

Price

 

$1.82 - $4.33

 

 

152,950

 

 

 

5.96

 

 

$

2.85

 

 

 

6,626

 

 

$

4.11

 

$4.60 - $4.85

 

 

40,062

 

 

 

4.78

 

 

$

4.73

 

 

 

15,062

 

 

$

4.74

 

$4.92 - $4.92

 

 

600,000

 

 

 

6.39

 

 

$

4.92

 

 

 

 

 

$

 

$4.98 - $5.88

 

 

171,788

 

 

 

5.80

 

 

$

5.38

 

 

 

49,521

 

 

$

5.55

 

$5.92 - $8.58

 

 

141,004

 

 

 

2.43

 

 

$

6.97

 

 

 

109,348

 

 

$

7.14

 

$8.60 - $9.54

 

 

144,750

 

 

 

2.47

 

 

$

9.28

 

 

 

104,940

 

 

$

9.27

 

$10.14 - $11.16

 

 

81,440

 

 

 

2.55

 

 

$

10.79

 

 

 

74,369

 

 

$

10.76

 

$12.85 - $12.85

 

 

15,000

 

 

 

3.83

 

 

$

12.85

 

 

 

11,875

 

 

$

12.85

 

$14.61 - $14.61

 

 

23,438

 

 

 

3.61

 

 

$

14.61

 

 

 

17,189

 

 

$

14.61

 

$16.29 - $16.29

 

 

13,120

 

 

 

2.48

 

 

$

16.29

 

 

 

12,132

 

 

$

16.29

 

$1.82 - $16.29

 

 

1,383,552

 

 

 

5.07

 

 

$

6.11

 

 

 

401,062

 

 

$

8.80

 

 

The determination of the fair value of options granted is computed using the Black-Scholes option pricing model with the following weighted average assumptions:

 

 

 

Employee Stock Option Plan

 

 

 

FY 2019

 

 

FY 2018

 

Average risk free interest rate

 

 

1.75

%

 

 

2.69

%

Expected life (in years)

 

4.55 years

 

 

4.55 years

 

Dividend yield

 

 

 

 

 

 

Average volatility

 

 

45.6

%

 

 

40.9

%

 

The weighted average grant date fair value of options granted as calculated using the Black-Scholes option pricing was $1.65 and $2.27 per share for the fiscal years 2019 and 2018, respectively.

Option pricing models require the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The expected stock price volatility is based on analysis of our stock price history over a period commensurate with the expected term of the options, trading volume of our stock, look-back volatilities and Company specific events that affected volatility in a prior period. The expected term of employee stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the history of exercises and cancellations on all past option grants made, the contractual term, the vesting period and the expected remaining term of the outstanding options. The risk-free interest rate is based on the U.S. Treasury interest rates whose term is consistent with the expected life of the stock options. No dividend yield is included as we have not issued any dividends and does not anticipate issuing any dividends in the future.

Information regarding stock options outstanding, exercisable and expected to vest as of December 28, 2019 is summarized below:

 

 

 

Number of

 

 

Weighted Average

 

 

Weighted

Average

Remaining

Contractual

 

 

Aggregate

Intrinsic

Value

 

 

 

Shares

 

 

Exercise Price

 

 

Life (years)

 

 

(thousands)

 

Options outstanding

 

 

1,383,552

 

 

$

6.11

 

 

 

5.07

 

 

$

12

 

Options vested and expected to vest

 

 

1,233,254

 

 

$

6.27

 

 

 

4.94

 

 

$

10

 

Options exercisable

 

 

401,062

 

 

$

8.80

 

 

 

2.62

 

 

$

 

 

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on the last trading day of fiscal 2019 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 28, 2019. This amount is subject to change due to changes to the fair market value of our common stock. The total intrinsic value of options exercised for fiscal years 2019 and 2018 was approximately $0 thousand and $72 thousand, respectively.

Restricted Stock Units

Effective for the 2018 fiscal year and thereafter, each non-employee member of the Board of Directors receives an annual equity award of either restricted stock or RSU, at the election of such Board member, in each case equal to $40 thousand worth of our common stock (determined at the fair market value of the shares at the time such award is granted) under our Incentive Plan. Each equity award or RSU vests in full on the one-year anniversary of the date of grant provided that the non-employee member continues to serve on the Board through such date.

Summary of Restricted Stock Units

We recognize the estimated compensation expense of restricted stock units, net of estimated forfeitures, over the vesting term. The estimated compensation expense is based on the fair value of our common stock on the date of grant.

Information regarding the restricted stock units outstanding, vested and expected to vest as of December 28, 2019 is summarized below:

 

 

 

Number of

Shares

 

 

Weighted

Average

Remaining

Contractual

Life (years)

 

 

Aggregate

Intrinsic

Value (thousands)

 

Restricted stock units outstanding

 

 

411,133

 

 

 

1.27

 

 

$

966

 

Restricted stock units vested and expected to vest

 

 

350,639

 

 

 

1.21

 

 

$

824

 

 

The intrinsic value of the restricted stock units is calculated based on the closing price of our shares as quoted on the Nasdaq Global Market on the last trading day of the fiscal year, December 27, 2019, of $2.35.

The majority of the restricted stock units that were released in fiscal year 2019 were net-share settled such that we withheld shares with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the restricted stock units on their release date as determined by our closing stock price. These net-share settlements had the effect of share repurchases as they reduced and retired the number of shares that would have otherwise been issued as a result of the release and did not represent an expense to us. For the fiscal year ended December 28, 2019, 222,371 shares of restricted stock units were released with an intrinsic value of approximately $1.0 million. We withheld 39,400 shares to satisfy approximately $156 thousand of employees’ minimum tax obligation on the released restricted stock units.

Information regarding the RSU activity during the years ended December 28, 2019 and December 29, 2018 is summarized below:

 

 

 

Number of

Shares

 

 

Weighted

Average

Grant Date Fair

Value

 

Outstanding as of December 30, 2017

 

 

361,148

 

 

$

10.42

 

Restricted stock units granted

 

 

418,750

 

 

$

7.79

 

Restricted stock units released

 

 

(86,941

)

 

$

7.38

 

Restricted stock units forfeited

 

 

(95,836

)

 

$

10.01

 

Outstanding as of December 29, 2018

 

 

597,121

 

 

$

9.08

 

Restricted stock units granted

 

 

295,357

 

 

$

2.28

 

Restricted stock units released

 

 

(222,371

)

 

$

4.32

 

Restricted stock units forfeited

 

 

(258,974

)

 

$

8.41

 

Outstanding as of December 28, 2019

 

 

411,133

 

 

$

7.19

 

 

During the year ended December 28, 2019, the Company awarded 295,357 restricted stock units at a weighted average grant date fair value of $2.28 per share. Of this amount, 92,417 stock units represent performance-based shares that are subject to service and performance vesting conditions with a weighted average grant date fair value of $1.90 per share.

Performance-based RSUs without market conditions are valued at the grant date fair value of the underlying common shares. The Company makes a determination regarding the probability of the performance criteria being achieved and compensation expense is recognized ratably over the requisite service period, if it is expected that the performance criteria will be met.

RSUs granted with market conditions are valued using a Monte Carlo simulation model and compensation expense is recognized ratably during the service period even if the market condition is not satisfied. To the extent that the market condition is not met, the RSUs will not vest and will be cancelled.