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Stock-Based Compensation
 12 Months Ended
Mar. 31, 2012
Stock-Based Compensation [Abstract]  
STOCK-BASED COMPENSATION

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 and stock options to directors, officers and key employees at the fair market value at the date of grant. At March 31, 2012, the number of shares available for future grant under the 2003 Plan totaled 0.1 million.

In addition, 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 have been granted and as of March 31, 2012, no warrants were outstanding.

Restricted Stock:     During fiscal years 2012, 2011, 2010 and the fiscal year ended March 28, 2009 (“fiscal year 2009”), the Company granted performance-based restricted stock awards as a primary component of executive compensation. The awards 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 these performance-based restricted stock awards will equal the grant date fair market value of the award 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. At March 31, 2012, the Company achieved 75% of the target level for the performance-based restricted stock awards granted in fiscal year 2010 and estimated the probability of achievement for the performance-based restricted stock awards granted in fiscal years 2012 and 2011 to be 100% and 75% of the target levels, respectively. The performance-based restricted stock awards granted in fiscal year 2009 did not vest on March 26, 2011, as the performance condition related to these awards was not achieved. Total expense relating to performance-based restricted stock awards, based on grant date fair value and the achievement criteria, was $0.3 million in fiscal year 2012 and less than $0.1 million in each of the fiscal years 2011 and 2010. Unearned compensation totaled $0.3 million as of March 31, 2012.

On April 4, 2011, the Company granted restricted stock awards, which vested immediately, to its officers and certain key employees. Total expense related to these restricted stock awards, based on grant date fair value, was $0.1 million in fiscal year 2012.

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 2012, 2011 and 2010:

 

                                 
    Number
of
Shares		     Weighted
Average
Exercise
Price per
Share		     Weighted Average
Remaining
Contractual
Term (in Years)		     Aggregate
Intrinsic
Value		  

Outstanding as of March 28, 2009

     665     $ 5.70                  

Granted

     10       6.55                  

Cancelled/Forfeited

     (1 )      2.89                  
   

 

 

                          

Outstanding as of March 27, 2010

     674       5.72                  

Exercised

     (16 )      3.25                  

Cancelled/Forfeited

     (4 )      7.17                  
   

 

 

                          

Outstanding as of March 26, 2011

     654       5.77                  

Exercised

     (57 )      3.98                  
   

 

 

                          

Outstanding as of March 31, 2012

     597       5.94       5     $ 4,284  
   

 

 

    

 

 

    

 

 

    

 

 

  

Exercisable as of March 31, 2012

     577       5.91       5       4,157  
   

 

 

    

 

 

    

 

 

    

 

 

  

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 2012 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 31, 2012. 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 31, 2012 was less than $0.1 million, which is expected to be recognized over a weighted average period of less than one year. The aggregate intrinsic value of stock options exercised in fiscal years 2012 and 2011 was $0.5 million and less than $0.1 million, respectively. Cash receipts from the exercise of options in fiscal year 2012 was $0.2 million and was less than $0.1 million in fiscal year 2011. In fiscal year 2010, there were no stock options exercised.

The following table presents options outstanding and exercisable as of March 31, 2012:

 

                                         
    Options Outstanding     Options Exercisable  
    Number
of
Shares		     Weighted
Average
Remaining
Contractual
Term
(in Years)		     Weighted
Average
Exercise
Price
per
Share		     Number
of
Shares		     Weighted
Average
Exercise
Price
per
Share		  

Range of Exercise Prices:

                                        

$2.20-$3.50

     86       2     $ 2.62       86     $ 2.62  

$3.51-$5.00

     52       3       4.31       52       4.31  

$5.01-$6.50

     194       5       5.57       194       5.57  

$6.51-$7.72

     265       5       7.60       245       7.68  
   

 

 

                    

 

 

          

Total

     597       5       5.94       577       5.91  
   

 

 

                    

 

 

          

 

Warrants:     The following table summarizes the Company’s warrants for fiscal years 2012, 2011 and 2010:

 

                 
    Number
of
Shares		     Weighted
Average
Exercise
Price per
Share		  

Outstanding as of March 28, 2009

     63     $ 4.28  

Exercised

     (18 )      3.19  

Cancelled/Forfeited

     (4 )      2.88  
   

 

 

          

Outstanding as of March 27, 2010

     41       4.89  

Exercised

     (20 )      4.26  

Cancelled/Forfeited

     (4 )      4.26  
   

 

 

          

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 each of the fiscal years 2012 and 2010 was $0.1 million and was less than $0.1 million in fiscal year 2011. Cash received from the exercise of warrants was less than $0.1 million in each of fiscal years 2012, 2011 and 2010.