Stock-Based Compensation | Note 16. Stock ‑Based Compensation The Company’s selling, general and administrative expenses for the fiscal years ended March 27, 2016, March 29, 2015, and March 30, 2014 includes $729,000 , $1,161,300 , and $2,087,100 , respectively, of stock compensation expense. Provision for income taxes for the fiscal years ended March 27, 2016, March 29, 2015, and March 30, 2014 includes $290,100 , $441,300 , and $797,300 , respectively, of income tax benefits related to our stock-based compensation arrangements. Stock compensation expense is primarily related to our Performance Stock Unit Program as described below. The Company’s stock incentive plan is the Second Amended and Restated 1994 Stock and Incentive Plan (the 1994 Plan). On July 21, 2011, the Company’s shareholders approved an amendment to the 1994 Plan increasing the number of shares of common stock available for the grant of awards by 690,000 shares, from 2,638,125 to an aggregate of 3,553,125 shares of the Company's common stock. As of March 27, 2016, 306,296 shares were available for issue in respect of future awards under the 1994 Plan. Subsequent to the Company’s 2016 fiscal year end, on May 11, 2016, based on fiscal year 2016 results, 103,000 shares related to Performance Stock Units (PSUs) were canceled, and as a result, these shares were made available for future grants. On April 30, 2016, 20,000 stock options were canceled due to an employee termination and these shares were also made available for future grants. Also on May 27, 2016 and May 11, 2016, respectively, additional PSUs and restricted stock awards were issued providing recipients with the opportunity to earn up to an aggregate of 194,000 and 10,000 additional shares, respectively of the Company’s common stock. Accordingly, as of May 27, 2016, an aggregate of 225,296 shares were available for issue pursuant to future awards. No additional awards can be made under the 1994 Plan after July 21, 2016, without or unless made subject to shareholder approval of an extension of the plan term. The Company intends to seek shareholder approval at our 2016 Annual Meeting for an amended and restated 1994 Plan which would provide for, among other things, extension of the date through which awards may be granted and an increase in the number of shares available for future awards. Stock Options, restricted stock and PSU awards have historically been granted as awards under the 1994 Plan. Shares which are subject to outstanding PSU or other awards under the 1994 Plan, and which are not earned, are returned to the 1994 Plan and become available for future issuance in accordance with and otherwise subject to the terms of the 1994 Plan. Performance Stock Units: The Company’s equity-based compensation philosophy is generally focused on granting performance-based and time-vested stock grants. Under a program established by the Board of Directors, Performance Stock Units (PSUs) have been granted under the 1994 Plan to selected employees. Each PSU entitles the participant to earn TESSCO common stock, but only after earnings per share and, for non-director employee participants, individual performance targets are met over a defined performance cycle. Performance cycles, which are fixed for each grant at the date of grant, are one year. Once earned, shares vest and are issued over a specified period of time determined at the time of the grant, provided that the participant remains employed by or associated with the Company at the time of share issuance. Earnings per share targets, which take into account the earnings impact of this program, are set by the Board of Directors in advance for the complete performance cycle at levels designed to grow shareholder value. If actual performance does not reach the minimum annual or threshold targets, no shares are issued. In accordance with ASC No. 718, the Company records compensation expense on its PSUs over the service period, based on the number of shares management estimates will ultimately be issued. Accordingly, the Company determines the periodic financial statement compensation expense based upon the stock price at the PSU grant date, net of the present value of dividends expected to be paid on TESSCO common stock before the PSU vests, management’s projections of future EPS performance over the performance cycle, and the resulting amount of estimated share issuances, net of estimated forfeitures. The Company’s estimated forfeiture rate is approximately 0% which is estimated primarily based on historical experience and expectations of future forfeitures. The following table summarizes the activity under the Company’s PSU program for fiscal years 2016, 2015 and 2014: 2016 2015 2014 Weighted Weighted Weighted Average Fair Average Fair Average Fair Shares Value at Grant Shares Value at Grant Shares Value at Grant Unvested shares available for issue under outstanding PSUs, beginning of period $ 20.65 $ 15.96 $ 12.77 PSU’s Granted 22.15 29.28 19.91 PSU’s Vested 13.88 14.44 10.22 PSU’s Forfeited/Cancelled 28.57 21.61 18.47 Unvested shares available for issue under outstanding PSUs, end of period $ 21.46 $ 20.65 $ 15.96 As of March 27, 2016, there was approximately $41,700 of total unrecognized compensation cost, net of forfeitures, related to PSUs earned. These costs are expected to be recognized over a weighted average period of one year. Total fair value of shares vested during fiscal years 2016, 2015 and 2014 was $2,543,000 , $4,364,500 and $4,531,700 , respectively. Of the 80,268 PSUs canceled during fiscal year 2016, 74,500 related to the fiscal year 2015 grant of PSUs and were canceled in May 2015. The PSUs were canceled because the applicable fiscal year 2015 performance targets were not fully satisfied. The remaining 5,768 PSUs were forfeited due to employee departures during fiscal year 2016. Per the provisions of the 1994 Plan, the shares related to these forfeited and canceled PSUs were added back to the 1994 Plan and became available for future issuance. Of the PSUs outstanding at the end of fiscal year 2016 covering 138,925 non-vested shares, PSUs covering 103,000 shares were subsequently canceled in May 2016, based on fiscal year 2016 performance. These PSUs were canceled because fiscal year 2016 earnings per share did not fully reach the target performance set forth in the PSU grants. The remaining 35,925 shares covered by PSUs outstanding at the end of fiscal year 2016 were earned based on previous year performance, but were not yet vested as of March 27, 2016. Assuming the respective participants remain employed by, or affiliated with, the Company on the applicable vesting dates, these shares have vested and been issued, or will vest and be issued, on or about May 1 of 2016, and 2017, as follows: Number of Shares 2016 2017 Subsequent to the Company’s 2016 fiscal year end, on May 27, 2016, the Compensation Committee, with the concurrence of the full Board of Directors, granted additional PSUs to selected key employees, providing them with the opportunity to earn up to 194,000 additional shares of the Company’s common stock in the aggregate, depending upon whether certain threshold or goal earnings per share targets are met and individual performance metrics are satisfied in fiscal year 2017. These PSUs have only one measurement year (fiscal year 2017), with any shares earned at the end of fiscal year 2017 to vest 25% on or about each of May 1 of 2017, 2018, 2019 and 2020. Pursuant to the typical PSU award agreement, however, performance metrics are deemed met upon the occurrence of a change in control, and shares earned are issued earlier upon the occurrence of a change in control, or death or disability of the participant, or upon termination of the participant’s employment without cause or by the participant for good reason, as those terms are defined in the agreement. Restricted Stock/Restricted Stock Units: During the second quarter of fiscal year 2007, the Company granted 225,000 shares of the Company’s common stock to its Chairman and Chief Executive Officer as a restricted stock award under the 1994 Plan. These shares vested ratably over ten fiscal years based on service, beginning on the last day of fiscal year 2007 and ending on the last day of fiscal year 2016. The weighted average fair value for these shares at the grant date was $10.56 . On both March 27, 2016 and March 29, 2015, 22,500 shares of restricted stock were released and vested. As of March 27, 2016, there were no remaining unvested shares related to restricted stock. On May 14, 2013, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 15,000 RSU awards to the non-employee directors of the Company with the exception of one individual who retired from the Board of Directors in July 2013. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued, 25% on or about each of May 1 of 2014, 2015, 2016 and 2017, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 27, 2016, there was approximately $0.1 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately one year. On May 8, 2014, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 10,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued, 25% on or about each of May 1 of 2015, 2016, 2017 and 2018, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 27, 2016, there was approximately $0.1 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately two years. On May 11, 2015, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 10,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards have vested or will vest, and shares have been or will be issued 25% on or about each of May 1 of 2016, 2017, 2018 and 2019, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. As of March 27, 2016, there was approximately $0.2 million of total unrecognized compensation costs related to these awards. Unrecognized compensation costs related to these awards are expected to be recognized ratably over a period of approximately three years. Subsequent to the Company’s 2016 fiscal year end, on May 11, 2016, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 10,000 RSU awards to non-employee directors of the Company. These awards provide for the issuance of shares of the Company’s common stock in accordance with a vesting schedule. These awards will vest and shares will be issued 25% on or about each of May 1 of 2017, 2018, 2019 and 2020, provided that the participant remains associated with the Company (or meets other criteria as prescribed in the agreement) on each such date. Compensation expense on restricted stock is measured using the grant date price, net of the present value of dividends expected to be paid on TESSCO common stock before the RSU award vests. Team Member Stock Purchase Plan: The Company has a Team Member Stock Purchase Plan that permits eligible employees to purchase up to an aggregate of 450,000 shares of the Company's common stock at 85% of the lower of the market price on the first day of a six-month period or the market price on the last day of that same six-month period. Expenses incurred for the Team Member Stock Purchase Plan during the fiscal years ended March 27, 2016, March 29, 2015, and March 30, 2014 were $48,900 , $67,300 , and $68,400 , respectively. During the fiscal years ended March 27, 2016, March 29, 2015, and March 30, 2014, 9,113 , 8,547 , and 9,604 shares were sold to employees under this plan, having a weighted average market value of $16.86 , $22.93 , and $22.21 , respectively. Stock Options: During fiscal year 2016, the Compensation Committee, with the concurrence of the full Board of Directors, granted an aggregate of 100,000 stock options to employees of the Company with an average exercise price of $22.42 and a grant date fair value of $3.43 . The stock options vest 25% after one year and then 1/36 per month for the following three years. Subsequent to the Company’s 2016 fiscal year end, 20,000 of the stock options were forfeited due to employee departure during fiscal year 2017. The unrecognized stock compensation related to stock options at March 27, 2016 was $0.3 million and will be recognized ratably over approximately four years. The fair value of the Company’s stock options have been determined using the Black-Scholes-Merton option pricing model, with the following assumptions and resulting value: Expected Stock Price Volatility Risk-Free Interest rate Expected Dividend Yield Average Expected Term Resulting Black Scholes Value 2016 Grants 26.40% 1.67% 3.50% 4.0 $ 3.43 Stock options granted have exercise prices equal to the market price of the Company’s common stock on the grant date. The value of each option on the date of grant is amortized as a compensation expense over the option service period. This occurs without regard to the subsequent changes in stock price, volatility or interest rates over time, provided that the option remains outstanding. As of 2016 fiscal yearend, no options were available for exercise and no options had intrinsic value. |