Note 9 - Share Based Compensation

3 Months Ended

12 Months Ended

Jun. 30, 2018

Mar. 31, 2018

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

(

9

)          S

tock

Based Compensation

The Company has established the

2005

Equity Incentive Plan, which provide for the granting of 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. The

2005

Plan has been extended to be effective until

2025.

Option grants under the

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 within a certain period after termination of employment or service arrangement. 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 (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

June 30, 2018,

no

SAR’s have been granted under the option plan. As of

June 30, 2018,

the total number of shares of common stock available for issuance was

437,677.

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

In calculating compensation related to stock option grants, the fair value of each stock option was estimated on the date of grant using the Black-Scholes-Merton option-pricing model and the following weighted average assumptions: 

	Three Months Ended
	June 30, 2018			June 2 4 , 2017
Dividend yield		—			—
Expected volatility		92.55	%		—
Risk-free interest rate		2.82	%		—
Expected term (years)		8.36			—

The computation of expected volatility used in the Black-Scholes-Merton option-pricing model is based on the historical volatility of the Company’s share price. The expected term is estimated based on a review of historical employee exercise behavior with respect to option grants. The risk-free interest rate is based on the U.S. Treasury rates with maturity similar to the expected term of the option on the date of grant.

 A summary of the changes in stock options outstanding for the

three

-month period ended

June 30, 2018

and the year ended

March 31, 2018

is as follows:    

				Weighted Average		Weighted Average Remaining		Aggregate
	Shares			Exercise Price per share		Contractual Terms (Years)		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		50,000			0.27		10.0
Forfeited / Expired		(31,000	)		1.41
Outstanding at June 30, 2018		1,497,700		$	0.53		7.8	$	—
Exercisable at June 30, 2018		500,650		$	0.79		4.4	$	—
At June 30, 2018 expected to vest in the future		702,491		$	0.40		9.6	$	—

As of

June 30, 2018,

there was

$205,000

of total unrecognized compensation cost related to non-vested options. That cost is expected to be recognized over a weighted average period of

3.71

years and will be adjusted for subsequent changes in estimated forfeitures. There were

7,200

options that vested during the quarter ended

June 30, 2018,

and

26,500

options that vested during the quarter ended

June 24, 2017.

The total fair value of options vested during each of the quarters ended

June 30, 2018

and

June 24, 2017

was

$9,052

and

$33,000

respectively. There were

no

options exercised in the

three

-month period ended

June 30, 2018

and

June 24, 2017.

Share based compensation cost related to stock options recognized in operating results for the

three

months ended

June 30, 2018

and

June 24, 2017

totaled

$20,000

and

$37,000,

respectively.

Restricted Stock

The Company granted

no

restricted awards (“RSAs”) during the

first

quarter of fiscal

2019.

No

RSAs were granted during the

first

quarter of fiscal

2018.

The RSAs are considered fixed awards as the number of shares and fair value at the grant date is amortized over the requisite service period net of estimated forfeitures. As of

June 30, 2018,

there was

$61,000

of total unrecognized compensation cost related to non-vested RSAs. That cost is expected to be recognized over a weighted average period of

0.87

years and will be adjusted for subsequent changes in estimated forfeitures. Compensation cost recognized for RSAs and unrestricted stock awards in operating results for the

three

months ended

June 30, 2018

and

June 24, 2017

totaled

$37,000

and

$9,000,

respectively

A summary of the changes in non-vested RSAs outstanding for the

three

-month period ended

June 30, 2018

and the fiscal year ended

March 31, 2018

is as follows:

	Shares			Weighted Average 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
Vested		(37,500	)		(0.39	)
Non-Vested at June 30, 2018		262,450		$	0.68

15 Share-based Compensation and Employee Benefit Plans

Share-based Compensation

The Company has established the

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. 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 31, 2018,

no

SAR’s have been granted under the option plan. As of

March 31, 2018,

the total number of shares of common stock available for issuance is

456,677.

All outstanding options have a

ten

-year life from the date of grant.

Stock Options

The weighted average grant date fair value of stock options granted during the fiscal years ended

March 31, 2018

and

March 25, 2017

was

$0.93

and

$0.83,

respectively, and was calculated using the following weighted-average assumptions:

Fiscal years ended	March 31, 2018			March 25, 2017
Dividend yield		—			—
Expected volatility		91	%		99	%
Risk-free interest rate		2.40	%		1.45	%
Expected term (years)		8.35			8.36

A summary of the changes in stock options outstanding for the fiscal years ended

March 31, 2018

and

March 25, 2017

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 26, 2016		1,592,200		$	1.52		6.8	$	69
Granted		148,000			0.97
Exercised		—			—
Forfeited / Expired		(635,700	)		1.57
Outstanding at March 25, 2017		1,104,500		$	1.41		6.1	$	3
Granted		856,000			0.34		10.0
Exercised		—			—
Forfeited / Expired		(481,800	)		1.34
Outstanding at March 31, 2018		1,478,700		$	0.56		8.0	$	—
Exercisable at March 31, 2018		524,450		$	0.81		4.8	$	—
At March 31, 2018, expected to vest in the future		671,805		$	0.42		9.8	$	—

As of

March 31, 2018,

there was

$215,000

of total unrecognized compensation cost related to non-vested options granted under the

2005

Plan and outside of the

2005

Plan. That cost is expected to be recognized over a weighted average period of

3.9

years and will be adjusted for subsequent changes in estimated forfeitures. There were

143,900

and

272,500

options vested during the fiscal years ended

March 31, 2018

and

March 25, 2017,

respectively. The total fair value of options vested during the fiscal years ended

March 31, 2018

and

March 25, 2017

was

$163,000

and

$315,000,

respectively. There were

no

exercises in fiscal

2018

and

2017.

Share based compensation cost recognized in operating results for the fiscal years ended

March 31, 2018

and

March 25, 2017

totaled

$251,000

and

$257,000,

respectively.

Restricted Stock

The Company granted

586,950

restricted awards during the fiscal year ended

March 31, 2018.

The Company granted

44,500

restricted awards during fiscal

2017.

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 31, 2018,

there was

$97,000

of total unrecognized compensation cost related to non-vested awards. That cost is expected to be recognized over a weighted average period of

0.89

years and will be adjusted for subsequent changes in estimated forfeitures. Compensation cost recognized for restricted and unrestricted stock for fiscal

2018

and fiscal

2017

totaled

$107,000

and

$29,000,

respectively.

A summary of the changes in non-vested restricted stock awards outstanding for the fiscal years ended

March 31, 2018

and

March 25, 2017

is presented below:

	Shares			Weighted Average Grant Date Fair Value
Non-vested at March 26, 2016		—		$	—
Granted		44,500			0.66
Vested		(44,500	)		0.66
Forfeited or cancelled		—			—
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

401

(k) Plans

The Company has established

401

(k) plans which cover substantially all employees. Participants

may

make voluntary contributions to the plans 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 plans for fiscal

2018

and

2017

were approximately

$27,000

and

$33,000,

respectively.