XML 37 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Note 3 - Stock-Based Compensation
 3 Months Ended
Jun. 28, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments [Text Block]
NOTE 3 – 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 June 28, 2014, the number of shares available for future grant under the 2003 Plan totaled 1.4 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 114% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 31, 2012 (“fiscal year 2012”) and as a result, issued 42 thousand shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2015.  The following table summarizes the non-vested performance-based restricted stock units outstanding as of June 28, 2014:

Date
Granted
 
Measurement
Period
 
Total
Number
of Units
Granted
   
Grant Date
Fair
Value
Per Unit
   
Estimated
Probability of
Achievement at
June 28, 2014
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
April 2014
 
April 2014 - March 2017
  64     $ 9.28    
100% of target level

Total expense relating to performance-based restricted stock units, based on grant date fair value and the achievement criteria, was $0.1 million in the first quarter of both of the fiscal years 2015 and 2014.  As of June 28, 2014, unearned compensation, to be recognized over the grants’ respective service periods, totaled $1.0 million.

On June 25, 2014, the Company’s Board of Directors granted its Executive Chairman a stock award of ten thousand shares of common stock under the 2003 Plan.  The award vested 50% on July 1, 2014, and the remaining 50% will vest on July 1, 2015.  As of June 28, 2014, the unrecognized compensation cost related to this award, expected to be recognized over the next twelve months, was $0.1 million.

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 as of and for the first quarter ended June 28, 2014:

   
Number
of
Shares
   
Weighted
Average
Exercise
Price Per
Share
   
Weighted Average
Remaining
Contractual
Term (in years)
   
Aggregate
Intrinsic
Value
 
Outstanding as of March 29, 2014
    609     $ 6.58              
Exercised
    (33 )     5.38              
Outstanding as of June 28, 2014
    576       6.64     4     $ 2,123  
Exercisable as of June 28, 2014
    476       6.45     3       1,847  

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 the first quarter of fiscal year 2015 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 June 28, 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 June 28, 2014 was $0.3 million, which is expected to be recognized over a weighted average period of two years.  The aggregate intrinsic value of stock options exercised in the first quarter of fiscal year 2015 was $0.2 million.  Cash received from the exercise of options in the first quarter of fiscal year 2015 was $0.2 million.