Note 6 - Stock-Based Compensation

12 Months Ended

Mar. 30, 2013

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

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

NOTE 6 – STOCK-BASED COMPENSATION

The Transcat, Inc. 2003 Incentive Plan, as Amended and Restated (the “2003 Plan”), provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At March 30, 2013, the number of shares available for future grant under the 2003 Plan totaled 0.2 million.

Restricted Stock:  The Company grants performance-based restricted stock units as a primary component of executive compensation.  The units generally vest following the third fiscal year from the date of grant subject to certain cumulative diluted earnings per share growth targets over the eligible period.

Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions.  On an interim basis, the Company records compensation cost based on an assessment of the probability of achieving the performance conditions.  The Company achieved 75% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 27, 2010 and as a result, issued 52 thousand shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2013.  At March 30, 2013, the Company achieved 75% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 26, 2011 and estimated the probability of achievement for the performance-based restricted stock units granted in fiscal years 2013 and 2012 to be 100% and 125% of the target levels, respectively. Total expense relating to performance-based restricted stock units, based on grant date fair value and the achievement criteria, was $0.3 million in each of the fiscal years 2013 and 2012.  Unearned compensation totaled $0.4 million as of March 30, 2013.

Stock Options:Options generally vest over a period of up to four years, using either a graded schedule or on a straight-line basis, and expire ten years from the date of grant.  The expense relating to options is recognized on a straight-line basis over the requisite service period for the entire award.

The following table summarizes the Company’s options for fiscal years 2013 and 2012:

	Number Of Shares			Weighted Average Exercise Price Per Share			Weighted Average Remaining Contractual Term (in Years)		Aggregate Intrinsic Value
Outstanding as of March 26, 2011		654			$	5.77
Exercised		(57	)			3.98
Outstanding as of March 31, 2012		597				5.94
Exercised		(21	)			3.08
Forfeited		(22	)			6.57
Outstanding as of March 30, 2013		554				6.02		4	$	505
Exercisable as of March 30, 2013		548				6.02		4		505

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal year 2013 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on March 30, 2013.  The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

Total unrecognized compensation cost related to non-vested stock options as of March 30, 2013 was less than $0.1 million, which is expected to be recognized in less than one year.  The aggregate intrinsic value of stock options exercised in fiscal years 2013 and 2012 was less than $0.1 million and $0.5 million, respectively.  Cash received from the exercise of options was less than $0.1 million in fiscal year 2013 and $0.2 million in fiscal year 2012.

Warrants:  Transcat maintained a warrant plan for directors (the “Directors’ Warrant Plan”).  Under the Directors’ Warrant Plan, as amended, warrants were granted to non-employee directors to purchase common stock at the fair market value at the date of grant.  All warrants authorized for issuance pursuant to the Directors’ Warrant Plan had been granted as of August 16, 2006.

The followingtable summarizes the Company’s warrants:

	Number Of Shares			Weighted Average Exercise Price Per Share
Outstanding as of March 26, 2011		17			5.80
Exercised		(17	)		5.80
Outstanding as of March 31, 2012		-			-

The aggregate intrinsic value of warrants exercised in fiscal year 2012 was $0.1 million.  Cash received from the exercise of warrants was less than $0.1 million in fiscal year 2012.