Annual report pursuant to Section 13 and 15(d)

Note 13 - Share-based Compensation and Employee Benefit Plans

v3.19.1
Note 13 - Share-based Compensation and Employee Benefit Plans
12 Months Ended
Mar. 30, 2019
Notes to Financial Statements  
Share-based Payment Arrangement [Text Block]
13
Share-based Compensation and Employee Benefit Plans
 
Share-based Compensation
During
September 2005,
the Company established its
2005
Equity Incentive Plan, which provides for the granting of stock options and restricted stock for up to
2,850,000
shares of common stock at
100%
of fair market value at the date of grant, with each grant requiring approval by the Board of Directors of the Company. In
2014,
the term of the
2005
Equity Incentive Plan was extended to
2025.
Options granted generally vest in
one
or more installments in a
four
or
five
year period and must be exercised while the grantee is employed by the Company or within a certain period after termination of employment (or while providing services under a service arrangement in the case of non-employees). Options granted to employees shall
not
have terms in excess of
10
years from the grant date. Holders of options
may
be granted stock appreciation rights (SAR), which entitle them to surrender outstanding options for a cash distribution under certain changes in ownership of the Company, as defined in the stock option plan. As of
March 30, 2019,
no
SARs have been granted under the option plan. As of
March 30, 2019,
no
further shares of common stock are available for issuance. All outstanding options have a
ten
-year life from the date of grant.
 
On
September 20, 2018,
our shareholders approved our new
2018
Equity Incentive Plan under which we
may
issue up to
2,500,000
shares of common stock upon the exercise of options, stock awards and grants. With the adoption of the
2018
Equity Incentive Plan,
no
further awards will be issued under the Company’s
2005
Equity Incentive Plan, though all awards under the
2005
Equity Incentive Plan that are outstanding will continue to be governed by the terms, conditions and procedures set forth in the plan and any applicable award agreement. Option grants under the Company’s
2000
Stock Option Plan are
no
longer available.
 
Options granted generally vest in
one
or more installments in a
four
or
five
-year period and must be exercised while the grantee is employed by the Company (or while providing services under a service arrangement in the case of non-employees) or within a certain period after termination of employment or service arrangement in the case of non-employees. Options granted to employees shall
not
have terms in excess of
10
years from the grant date. Holders of options
may
be granted SARs, which entitle them to surrender outstanding awards for a cash distribution under certain changes in ownership of the Company, as defined in the stock option plan. As of
March 30, 2019,
no
SARs have been granted under any option plan. As of
March 30, 2019,
the total number of shares of common stock available for issuance was
1,686,000.
All outstanding options have a
ten
-year life from the date of grant. The Company records compensation cost associated with share-based compensation equivalent to the estimated fair value of the awards over the requisite service period.
 
 
Stock Options
 
The weighted average grant date fair value of stock options granted during the fiscal years ended
March 30, 2019
and
March 31, 2018
was
$0.25
and
$0.93,
respectively, and was calculated using the following weighted-average assumptions:
 
 
Fiscal years ended
 
March 30,
2019
   
March 31,
2018
 
Dividend yield
   
     
 
Expected volatility
   
96
%    
91
%
Risk-free interest rate
   
2.79
%    
2.40
%
Expected term (years)
   
8.35
     
8.35
 
 
A summary of the changes in stock options outstanding for the fiscal years ended
March 30, 2019
and
March 31, 2018
is presented below:
 
           
 
Weighted
   
Weighted
Average
Remaining
         
 
 
(Dollars in thousands except share prices)
 
 
 
Shares
   
Average
Exercise
Price per share
   
Contractual
Term
(Years)
   
Aggregate
Intrinsic
Value
 
Outstanding at March 25, 2017
   
1,104,500
    $
1.41
     
6.1
    $
3
 
Granted
   
856,000
     
0.34
     
10.0
     
 
 
Forfeited / Expired
   
(481,800
)    
1.34
     
 
     
 
 
Outstanding at March 31, 2018
   
1,478,700
    $
0.56
     
8.0
    $
 
Granted
   
1,504,000
     
0.31
     
9.6
     
 
 
Forfeited / Expired
   
(248,000
)    
0.69
     
 
     
 
 
Outstanding at March 30, 2019
   
2,734,700
    $
0.41
     
8.4
    $
 
                                 
Exercisable at March 30, 2019
   
662,300
    $
0.66
     
5.1
    $
 
                                 
At March 30, 2019, expected to vest in the future
   
1,489,178
    $
0.33
     
9.4
    $
 
 
As of
March 30, 2019,
there was
$362,000
of total unrecognized compensation cost related to non-vested options granted under the
2005
and
2018
Plans and outside of the Plans. That cost is expected to be recognized over a weighted average period of
3.3
years and will be adjusted for subsequent changes in estimated forfeitures. There were
211,400
and
143,900
options vested during the fiscal years ended
March 30, 2019
and
March 31, 2018,
respectively. The total fair value of options vested during the fiscal years ended
March 30, 2019
and
March 31, 2018
was
$90,000
and
$163,000,
respectively. There were
no
exercises in fiscal
2019
and
2018.
Share based compensation cost recognized in operating results for the fiscal years ended
March 30, 2019
and
March 31, 2018
totaled
$121,000
and
$144,000,
respectively.
 
Restricted Stock
The Company granted
310,000
restricted awards during the fiscal year ended
March 30, 2019.
The Company granted
586,950
restricted awards during fiscal
2018.
The restricted stock awards are considered fixed awards as the number of shares and fair value at the grant date are amortized over the requisite service period net of estimated forfeitures. As of
March 30, 2019,
there was
$111,000
of total unrecognized compensation cost related to non-vested awards. That cost is expected to be recognized over a weighted average period of
0.997
years and will be adjusted for subsequent changes in estimated forfeitures. Compensation cost recognized for restricted and unrestricted stock for fiscal
2019
and fiscal
2018
totaled
$125,000
and
$107,000,
respectively.
 
A summary of the changes in non-vested restricted stock awards outstanding for the fiscal years ended
March 30, 2019
and
March 31, 2018
is presented below:
 
   
 
 
Shares
   
Weighted
Average Grant
Date Fair Value
 
Non-vested at March 25, 2017
   
    $
 
Granted
   
586,950
     
0.66
 
Vested
   
(51,000
)    
(0.60
)
Forfeited or cancelled
   
(236,000
)    
(0.68
)
Non-vested at March 31, 2018
   
299,950
    $
0.65
 
Granted
   
310,000
     
0.31
 
Vested
   
(250,000
)    
0.32
 
Forfeited or cancelled
   
(25,000
)    
0.79
 
Non-vested at March 30, 2019
   
334,950
    $
0.56
 
 
401
(k) Plan
The Company has established a
401
(k) plan which cover substantially all employees. Participants
may
make voluntary contributions to the plan for up to
100%
of their defined compensation. The Company matches a percentage of the participant’s contributions in accordance with the plan. Participants vest ratably in Company contributions over a
four
- year period. Company contributions to the plan for fiscal
2019
and
2018
were approximately
$18,000
and
$27,000,
respectively.