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Note 3 - Stock-based Compensation
 9 Months Ended
Dec. 27, 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 on the date of grant.  At December 27, 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 December 27, 2014:

Date
Granted
   
Measurement
Period
   
Total
Number
of Units
Granted
   
Grant Date
Fair
Value
Per Unit
   
Estimated
Probability of
Achievement at
December 27, 2014
April 2012
   April 2012
 -
March 2015     24     $ 13.11    
75% of target level
April 2013
   April 2013
 -
March 2016     99     $ 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, in the first nine months of fiscal years 2015 and 2014 was $0.3 million and $0.4 million, respectively.  As of December 27, 2014, unearned compensation, to be recognized over the grants’ remaining respective service periods, totaled $0.7 million.

During the first quarter of fiscal year 2015, 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.  During the second quarter of fiscal year 2015, the Company’s Board of Directors granted a stock award of two thousand shares of common stock under the 2003 Plan to a retiring board member.  The award vested in the second quarter of fiscal year 2015.  Total expense relating to these stock awards, based on grant date fair value, was less than $0.1 million in the first nine months of fiscal year 2015.  As of December 27, 2014, the unrecognized compensation cost for these awards expected to be recognized over the next six months was less than $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 nine months ended December 27, 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
    (54 )     4.53              
Outstanding as of December 27, 2014
    555       6.77       4     $ 1,652  
Exercisable as of December 27, 2014
    455       6.60       3       1,434  

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 third 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 December 27, 2014.  The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

During the first nine months of fiscal years 2015 and 2014, total expense relating to stock options was less than $0.1 million. Total unrecognized compensation cost related to non-vested stock options as of December 27, 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 nine months of fiscal year 2015 was $0.3 million.  Cash received from the exercise of options in the first nine months of fiscal year 2015 was $0.2 million.