Note 6 - Stock-Based Compensation

12 Months Ended

Mar. 29, 2014

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 29, 2014, the number of shares available for future grant under the 2003 Plan totaled 1.5 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 following table summarizes the performance-based restricted stock units vested and shares issued during fiscal years 2013 and 2014:

Date Granted	Measurement Period	Total Number of Units Granted	Grant Date Fair Value Per Unit		Target Level Achieved	Number of Shares Issued	Date Shares Issued
April 2009	April 2009 - March 2012	70	$	5.00	75%	52	May 2012
April 2010	April 2010 - March 2013	37	$	7.00	75%	28	May 2013

The following table summarizes the non-vested performance-based restricted stock units outstanding as of March 29, 2014:

Date Granted	Measurement Period	Total Number of Units Granted	Grant Date Fair Value Per Unit		Estimated Probability of Achievement at March 29, 2014
April 2011	April 2011 - March 2014 (1)	37	$	8.44	114%	of target level
April 2012	April 2012 - March 2015	24	$	13.11	100%	of target level
April 2013	April 2013 - March 2016	102	$	6.17	100%	of target level

(1) Transcat achieved 114% of the target level. As a result, 42 shares were issued in May 2014.

Total expense relating to performance-based restricted stock units, based on grant date fair value and the achievement criteria, was $0.4 million in fiscal year 2014 and $0.3 million in fiscal year 2013.  Unearned compensation totaled $0.5 million as of March 29, 2014.

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 2014 and 2013:

	Number of Shares			Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
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
Granted		110			7.64
Exercised		(52	)		3.04
Forfeited		(3	)		4.93
Outstanding as of March 29, 2014		609			6.58	4	$	1,645
Exercisable as of March 29, 2014		509			6.38	3		1,474

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 2014 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 29, 2014.  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 29, 2014 was $0.4 million, which is expected to be recognized over a weighted average period of two years.  The aggregate intrinsic value of stock options exercised in fiscal years 2014 and 2013 was $0.3 million and less than $0.1 million, respectively.  Cash received from the exercise of options in fiscal year 2014 was $0.2 million and was less than $0.1 million in fiscal year 2013.