STOCK-BASED COMPENSATION

9 Months Ended

Dec. 25, 2021

Share-based Payment Arrangement [Abstract]

NOTE 3 – STOCK-BASED COMPENSATION

In September 2021, the Transcat, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) was approved by shareholders and became effective. The 2021 Plan replaced the Transcat, Inc. 2003 Incentive Plan (the “2003 Plan”). Shares available for grant under the 2021 Plan include any shares remaining available for issuance under the 2003 Plan and any shares that are subject to outstanding awards under the 2003 Plan that are subsequently canceled, expired, forfeited, or otherwise not issued or are settled in cash. The 2021 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 December 25, 2021, 0.7 million shares of common stock were available for future grant under the 2021 Plan.

The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefits related to share-based compensation and stock option activity during the first nine months of fiscal year 2022 and 2021 were $1.7 million and $0.3 million, respectively.

Restricted Stock Units: The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock unit grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock unit grants is the quoted market price for the Company’s common stock on the date of grant. These restricted stock units are either time vested, or vest following the third fiscal year from the date of grant subject to cumulative diluted earnings per share 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 the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award.

The Company achieved 64% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 30, 2019 and as a result, issued 19 thousand shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2022. The following table summarizes the non-vested restricted stock units outstanding as of December 25, 2021 (in thousands, except per unit data):

		Total	Grant Date		Estimated
		Number	Fair		Level of
Date	Measurement	of Units	Value		Achievement at
Granted	Period	Outstanding	Per Unit		December 25, 2021
October 2018	October 2018 – September 2027	7	$	20.81	Time Vested
March 2019	April 2019 – March 2022	20	$	23.50	80% of target level
March 2019	April 2019 – March 2022	21	$	23.50	Time Vested
March 2020	April 2020 – March 2023	2	$	26.25	Time Vested
July 2020	July 2020 – March 2023	31	$	27.08	Time Vested
September 2020	September 2020 –July 2023	9	$	28.54	Time Vested
September 2020	September 2020 – September 2023	3	$	29.76	Time Vested
January 2021	January 2021 – January 2024	2	$	34.62	Time Vested
May 2021	May 2021 – May 2024	1	$	54.21	Time Vested
June 2021	June 2021 – May 2024	12	$	53.17	100% of target level
June 2021	June 2021 – May 2024	12	$	53.17	Time Vested
September 2021	September 2021 – September 2024	4	$	67.76	Time Vested
September 2021	September 2021 – September 2022	7	$	66.09	Time Vested

Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $1.2 million and $0.7 million in the first nine months of fiscal year 2022 and fiscal year 2021, respectively. As of December 25, 2021, unearned compensation, to be recognized over the grants’ respective service periods, totaled $2.4 million.

Table of Contents

Stock Options: The Company grants stock options to employees and directors with an exercise price equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-line basis over the requisite service period for each award. Options vest either immediately or over a period of up to five years using a straight-line basis and expire either five years or ten years from the date of grant.

The following table summarizes the Company’s options as of and for the first nine months of fiscal year 2022:

					Weighted
			Weighted Average		Average Remaining
	Number		Exercise		Contractual	Aggregate
	of		Price Per		Term (in	Intrinsic
	Shares		Share		years)	Value
Outstanding as of March 27, 2021	125		$	15.47
Granted	125		$	59.87
Exercised	(85	)	$	12.00
Forfeited	(5	)	$	24.30
Redeemed	-
Outstanding as of December 25, 2021	160		$	51.72	9	$	6,589
Exercisable as of December 25, 2021	2		$	26.27	8	$	133

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 2022 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 25, 2021. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

Total expense related to stock options was $0.4 million during the first nine months of fiscal year 2022. Total expense related to stock options was $0.1 million during the first nine months of fiscal year 2021. Total unrecognized compensation cost related to non-vested stock options as of December 25, 2021 was $2.0 million, which is expected to be recognized over a period of five years. The aggregate intrinsic value of stock options exercised in the first nine months of fiscal years 2022 and 2021 was $6.9 million and $0.3 million, respectively. Cash received from the exercise of options in the first nine months of fiscal years 2022 and 2021 was $1.0 million and $0.4 million, respectively.