Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 24, 2017 | Aug. 02, 2017 | |
Document and Entity Information [Abstract] | ||
Document Fiscal Period Focus | Q1 | |
Entity Common Stock, Shares Outstanding | 7,129,632 | |
Entity Central Index Key | 99,302 | |
Current Fiscal Year End Date | --03-25 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Entity Registrant Name | TRANSCAT INC | |
Document Fiscal Year Focus | 2,017 | |
Trading Symbol | TRNS | |
Amendment Flag | false | |
Document Period End Date | Jun. 24, 2017 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Jun. 24, 2017 | Jun. 25, 2016 | |
Income Statement [Abstract] | ||
Service Revenue | $ 18,482 | $ 17,175 |
Distribution Sales | 17,797 | 15,972 |
Total Revenue | 36,279 | 33,147 |
Cost of Service Revenue | 13,846 | 12,446 |
Cost of Distribution Sales | 13,742 | 12,455 |
Total Cost of Revenue | 27,588 | 24,901 |
Gross Profit | 8,691 | 8,246 |
Selling, Marketing and Warehouse Expenses | 4,092 | 4,248 |
General and Administrative Expenses | 3,188 | 2,560 |
Total Operating Expenses | 7,280 | 6,808 |
Operating Income | 1,411 | 1,438 |
Interest and Other Expense, net | 272 | 168 |
Income Before Income Taxes | 1,139 | 1,270 |
Provision for Income Taxes | 283 | 364 |
Net Income | $ 856 | $ 906 |
Basic Earnings Per Share | $ 0.12 | $ 0.13 |
Average Shares Outstanding | 7,079 | 6,954 |
Diluted Earnings Per Share | $ 0.12 | $ 0.13 |
Average Shares Outstanding | 7,200 | 7,161 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 24, 2017 | Jun. 25, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 856 | $ 906 |
Other Comprehensive Income (Loss): | ||
Currency Translation Adjustment | 41 | 80 |
Other, net of tax effects of $(5) and $1 for the first quarters ended June 24, 2017 and June 25, 2016, respectively | 8 | (1) |
Total Other Comprehensive Income | 49 | 79 |
Comprehensive Income | $ 905 | $ 985 |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 24, 2017 | Jun. 25, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Other, tax expense (benefit) | $ (5) | $ 1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 24, 2017 | Mar. 25, 2017 |
Current Assets: | ||
Cash | $ 601 | $ 842 |
Accounts Receivable, less allowance for doubtful accounts of $202 and $210 as of June 24, 2017 and March 25, 2017, respectively | 20,411 | 22,049 |
Other Receivables | 1,424 | 1,227 |
Inventory, net | 11,786 | 10,278 |
Prepaid Expenses and Other Current Assets | 1,281 | 1,193 |
Total Current Assets | 35,503 | 35,589 |
Property and Equipment, net | 16,625 | 15,568 |
Goodwill | 32,570 | 32,520 |
Intangible Assets, net | 6,973 | 7,519 |
Other Assets | 1,031 | 901 |
Total Assets | 92,702 | 92,097 |
Current Liabilities: | ||
Accounts Payable | 8,286 | 11,615 |
Accrued Compensation and Other Liabilities | 3,535 | 5,907 |
Income Taxes Payable | 872 | 805 |
Current Portion of Long-Term Debt | 1,429 | 1,429 |
Total Current Liabilities | 14,122 | 19,756 |
Long-Term Debt | 30,532 | 25,883 |
Deferred Tax Liabilities | 1,137 | 1,134 |
Other Liabilities | 1,930 | 1,923 |
Total Liabilities | 47,721 | 48,696 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,121,748 and 7,043,754 shares issued and outstanding as of June 24, 2017 and March 25, 2017, respectively | 3,561 | 3,522 |
Capital in Excess of Par Value | 13,757 | 12,996 |
Accumulated Other Comprehensive Loss | (365) | (414) |
Retained Earnings | 28,028 | 27,297 |
Total Shareholders' Equity | 44,981 | 43,401 |
Total Liabilities and Shareholders' Equity | $ 92,702 | $ 92,097 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 24, 2017 | Mar. 25, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $ 202 | $ 210 |
Common Stock, par value per share (in Dollars per share) | $ 0.50 | $ 0.50 |
Common Stock, shares authorized | 30,000,000 | 30,000,000 |
Common Stock, shares issued | 7,121,748 | 7,043,754 |
Common Stock, shares outstanding | 7,121,748 | 7,043,754 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 24, 2017 | Jun. 25, 2016 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 856 | $ 906 |
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: | ||
Net Loss on Disposal of Property and Equipment | 1 | 4 |
Deferred Income Taxes | 3 | 110 |
Depreciation and Amortization | 1,487 | 1,549 |
Provision for Accounts Receivable and Inventory Reserves | 21 | 49 |
Stock-Based Compensation Expense | 499 | 149 |
Changes in Assets and Liabilities: | ||
Accounts Receivable and Other Receivables | 1,486 | 730 |
Inventory | (1,373) | (815) |
Prepaid Expenses and Other Assets | (246) | (505) |
Accounts Payable | (3,329) | (1,186) |
Accrued Compensation and Other Liabilities | (2,359) | (1,131) |
Income Taxes Payable | 72 | |
Net Cash Used in Operating Activities | (2,882) | (140) |
Cash Flows from Investing Activities: | ||
Purchases of Property and Equipment, net | (2,128) | (967) |
Business Acquisitions | (6,923) | |
Net Cash Used in Investing Activities | (2,128) | (7,890) |
Cash Flows from Financing Activities: | ||
Proceeds from (Repayment of) Revolving Credit Facility, net | 5,007 | (1,489) |
Proceeds from Term Loan | 10,000 | |
Repayment of Term Loan | (357) | (238) |
Issuance of Common Stock | 610 | 175 |
Repurchase of Common Stock | (344) | (98) |
Stock Option Redemption | (90) | |
Net Cash Provided by Financing Activities | 4,826 | 8,350 |
Effect of Exchange Rate Changes on Cash | (57) | (180) |
Net (Decrease) Increase in Cash | (241) | 140 |
Cash at Beginning of Period | 842 | 641 |
Cash at End of Period | 601 | 781 |
Cash paid during the period for: | ||
Interest | 230 | 192 |
Income Taxes, net | 221 | 396 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Holdback Amounts Related to Business Acquisitions | $ 735 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 3 months ended Jun. 24, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Capital In Excess of Par Value [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 25, 2017 | $ 3,522 | $ 12,996 | $ (414) | $ 27,297 | $ 43,401 |
Balance (in Shares) at Mar. 25, 2017 | 7,044,000 | 7,043,754 | |||
Issuance of Common Stock | $ 40 | 570 | $ 610 | ||
Issuance of Common Stock (in Shares) | 80,000 | ||||
Repurchase of Common Stock | $ (14) | (205) | (125) | (344) | |
Repurchase of Common Stock (in Shares) | (27,000) | ||||
Stock-Based Compensation | $ 13 | 486 | 499 | ||
Stock-Based Compensation (in Shares) | 25,000 | ||||
Redemption of Stock Options | (90) | (90) | |||
Other Comprehensive Loss | 49 | 49 | |||
Net Income | 856 | 856 | |||
Balance at Jun. 24, 2017 | $ 3,561 | $ 13,757 | $ (365) | $ 28,028 | $ 44,981 |
Balance (in Shares) at Jun. 24, 2017 | 7,122,000 | 7,121,748 |
GENERAL
GENERAL | 3 Months Ended |
Jun. 25, 2017 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1 GENERAL Description of Business: Transcat, Inc. (Transcat or the Company) is a leading provider of accredited calibration and laboratory instrument services and a value-added distributor of professional grade test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment and for which the risk of failure is very costly. Basis of Presentation: Transcats unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, the Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Companys management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 25, 2017 (fiscal year 2017) contained in the Companys 2017 Annual Report on Form 10-K filed with the SEC. Revenue Recognition: Distribution sales are recorded when an orders title and risk of loss transfers to the customer. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. Some Service revenue is generated from managing customers calibration programs in which the Company recognizes revenue in equal amounts at fixed intervals. The Company generally invoices its customers for freight, shipping, and handling charges. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data. In 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09 to provide specific guidance on how entities should recognize revenue derived from contracts with customers. Transcat is required to adopt ASU 2014-09 in its fiscal year 2019, which begins April 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on its Consolidated Financial Statements. Fair Value of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Companys non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At June 24, 2017 and March 25, 2017, investment assets totaled $0.7 million and are included as a component of other assets (non-current) on the Consolidated Balance Sheets. Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation expense related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period of each award. In 2016, FASB issued ASU 2016-09 to simplify certain aspects of the accounting for share-based payment transactions to employees. The Company elected to early adopt this ASU in the fourth quarter of fiscal year 2017. Upon adoption, excess tax benefits for share based award activity are reflected in the statement of income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first quarter of the fiscal year ending March 31, 2018 (fiscal year 2018) and fiscal year 2017, the Company recorded non-cash stock-based compensation expense of $0.5 million and $0.1 million, respectively, in the Consolidated Statements of Income. Foreign Currency Translation and Transactions: The accounts of Transcat Canada Inc., a wholly-owned subsidiary of the Company, are maintained in the local currency and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Transcat Canada Inc.s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders equity. Transcat records foreign currency gains and losses on Canadian business transactions. The net foreign currency loss was less than $0.1 million in each of the first quarters of fiscal years 2018 and 2017. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings will be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a loss of $0.1 million during the first quarter of each of the fiscal years 2018 and 2017, was recognized as a component of other expense in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On June 24, 2017, the Company had a foreign exchange contract, which matured in July 2017, outstanding in the notional amount of $5.6 million. The foreign exchange contract was renewed in July 2017 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and unvested restricted stock units and the related tax benefits are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding. For the first quarter of each of the fiscal years 2018 and 2017, the net additional common stock equivalents had no effect on the calculation of dilutive earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: First Quarter Ended June 24, June 25, 2017 2016 Average Shares Outstanding Basic 7,079 6,954 Effect of Dilutive Common Stock Equivalents 121 207 Average Shares Outstanding Diluted 7,200 7,161 Anti-dilutive Common Stock Equivalents - - Recently Issued Accounting Pronouncements: In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, CompensationStock Compensation (Topic 718). This ASU provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. This ASU is effective for annual reporting periods beginning after December 15, 2017 and should be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Jun. 25, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 2 LONG-TERM DEBT Description: The Company, through its credit agreement, as amended (the Credit Agreement), which matures September 20, 2018, has a revolving credit facility that allows for maximum borrowings of $30.0 million (the Revolving Credit Facility) and a term loan. The Revolving Credit Facility is subject to a maximum borrowing restriction based on a 3.0 multiple of earnings before income taxes, depreciation and amortization, and non-cash stock-based compensation expense for the preceding four consecutive fiscal quarters. As of June 24, 2017, $30.0 million was available under the Revolving Credit Facility, of which $23.6 million was outstanding and included in long-term debt on the Consolidated Balance Sheet. Under Amendment 3 to the Credit Agreement (Amendment 3) borrowings that may be used for business acquisitions are limited to $15.0 million in fiscal years 2018 and 2019. During the first quarter of fiscal year 2018, no borrowings were used for business acquisitions. Amendment 3 also provided the Company with a $10.0 million term loan. As of June 24, 2017, $8.3 million was outstanding on the term loan, of which $1.4 million was included in current liabilities on the Consolidated Balance Sheet with the remainder included in long-term debt. The term loan requires principal repayments of $0.1 million per month plus interest. Total annual repayment amounts of $1.4 million are required in fiscal years 2018 through 2021 with a $3.0 million repayment required in fiscal year 2022. Amendment 3 also increased the allowable leverage ratio to a maximum of 3.0 from 2.75. Interest and Other Costs: Interest on the Revolving Credit Facility accrues, at Transcats election, at either the variable one-month London Interbank Offered Rate (LIBOR) or a fixed rate for a designated period at the LIBOR corresponding to such period, in each case, plus a margin. Commitment fees accrue based on the average daily amount of unused credit available on the Revolving Credit Facility. Interest rate margins and commitment fees are determined on a quarterly basis based upon the Companys calculated leverage ratio, as defined in the Credit Agreement. The one-month LIBOR as of June 24, 2017 was 1.2%. The Companys interest rate for the first quarter of fiscal year 2018 ranged from 3.0% to 3.3%. Covenants: The Credit Agreement has certain covenants with which the Company must comply, including a fixed charge ratio covenant and a leverage ratio covenant. The Company was in compliance with all loan covenants and requirements during the first quarter of fiscal year 2018. Other Terms: The Company has pledged all of its U.S. tangible and intangible personal property, the equity interests of its U.S.-based subsidiaries, and a majority of the common stock of Transcat Canada Inc. as collateral security for the loans made under the Revolving Credit Facility. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Jun. 25, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 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. At June 24, 2017, the number of shares available for future grant under the 2003 Plan totaled 1.1 million. Restricted Stock Units: 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 the estimated level of achievement of the performance conditions. The Company achieved 50% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 28, 2015 and as a result, issued 25 shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2018. The following table summarizes the non-vested performance-based restricted stock units outstanding as of June 24, 2017: Grant Total Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Grante Period Outstanding Per Unit June 24, 2017 April 2015 April 2015 - March 2018 63 $ 9.59 50% of target level April 2016 April 2016 - March 2019 84 $ 10.13 100% of target level April 2017 April 2017 March 2020 77 $ 12.90 100% of target level June 2017 July 2017 June 2020 3 $ 12.00 100% of target level Total expense relating to performance-based restricted stock units, based on grant date fair value and the achievement criteria, was $0.2 million and $0.1 million in the first quarter of fiscal years 2018 and 2017, respectively. As of June 24, 2017, unearned compensation, to be recognized over the grants respective service periods, totaled $1.5 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 up to 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 Companys options as of and for the first quarter ended June 24, 2017: Weighted Weighted Average Average Number Exercise Remaining Aggregate of Price Per Contractual Intrinsic Shares Share Term (in years) Value Outstanding as of March 25, 2017 241 $ 7.48 Granted 165 12.00 Exercised (75 ) 7.34 Redeemed (20 ) 7.72 Outstanding as of June 24, 2017 311 $ 9.89 5 $ 689 Exercisable as of June 24, 2017 251 $ 10.44 4 $ 417 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of the first quarter of fiscal year 2018 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 24, 2017. The amount of aggregate intrinsic value will change based on the fair market value of the Companys common stock. Total expense related to stock options was $0.3 and $0.1 million during the first quarter of fiscal years 2018 and 2017, respectively. Total unrecognized compensation cost related to non-vested stock options as of June 24, 2017 was less than $0.1 million, which is expected to be recognized over a weighted average period of one year. The aggregate intrinsic value of stock options exercised in the first quarter of fiscal year 2018 was $0.4 million. Cash received from the exercise of options in the first quarter of fiscal year 2018 was $0.6 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Jun. 25, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 4 SEGMENT INFORMATION Transcat has two reportable segments: Distribution and Service. The Company has no inter-segment sales. The following table presents segment information for the first quarter of fiscal years 2018 and 2017: First Quarter Ended June 24, June 25, 2017 2016 Revenue: Service Revenue $ 18,482 $ 17,175 Distribution Sales 17,797 15,972 Total 36,279 33,147 Gross Profit: Service 4,636 4,729 Distribution 4,055 3,517 Total 8,691 8,246 Operating Expenses: Service (1) 3,751 3,685 Distribution (1) 3,529 3,123 Total 7,280 6,808 Operating Income: Service (1) 885 1,044 Distribution (1) 526 394 Total 1,411 1,438 Unallocated Amounts: Interest and Other Expense, net 272 168 Provision for Income Taxes 283 364 Total 555 532 Net Income $ 856 $ 906 (1) Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and managements estimates. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 3 Months Ended |
Jun. 25, 2017 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 5 BUSINESS ACQUISITIONS During fiscal year 2017, Transcat acquired substantially all of the assets of Excalibur Engineering, Inc. (Excalibur), a California-based provider of calibration services, new and used test equipment sales, and equipment rentals. This transaction aligned with the Companys acquisition strategy of targeting businesses that expand the Companys geographic reach and leverage its infrastructure while also increasing the depth and breadth of the Companys service capabilities. In addition, Excalibur provided an established equipment rental and used equipment business, which are complimentary offerings to the Companys traditional Distribution segment sales. The Company applies the acquisition method of accounting for business acquisitions. Under the acquisition method, the purchase price of an acquisition is assigned to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The Company uses a valuation hierarchy, as further described under Fair Value of Financial Instruments in Note 1 above, and typically utilizes independent third-party valuation specialists to determine the fair values used in this allocation. Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Intangible assets related to the Excalibur acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. The total purchase price paid for the assets of Excalibur was approximately $7.6 million, net of less than $0.1 million cash acquired. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of assets and liabilities acquired during the period presented: FY 2017 Goodwill $ 3,455 Intangible Assets Customer Base 1,990 Intangible Assets Covenants Not to Compete 100 Deferred Tax Liability - 5,545 Plus: Current Assets 973 Non-Current Assets 1,652 Less: Current Liabilities (606 ) Non-Current Liabilities - Total Purchase Price $ 7,564 Certain of the Companys acquisition agreements have included provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on their estimated fair value at the date of acquisition. As of June 24, 2017 and March 25, 2017, no contingent consideration or other holdback amounts were unpaid and included on the Consolidated Balance Sheets. The results of the acquired businesses are included in Transcats consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Companys results of operations as if the acquisition of Excalibur had occurred at the beginning of fiscal year 2017. The pro forma results do not purport to represent what the Companys results of operations actually would have been if the transaction had occurred at the beginning of the period presented or what the Companys operating results will be in future periods. (Unaudited) First Quarter Ended June 25, 2016 Total Revenue $ 33,300 Net Income 906 Basic Earnings Per Share 0.13 Diluted Earnings Per Share 0.13 During each of the first quarters of fiscal years 2018 and 2017, acquisition costs of less than $0.1 million were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income. |
GENERAL (Policies)
GENERAL (Policies) | 3 Months Ended |
Jun. 25, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: Transcat, Inc. (Transcat or the Company) is a leading provider of accredited calibration and laboratory instrument services and a value-added distributor of professional grade test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment and for which the risk of failure is very costly. |
Basis of Presentation | Basis of Presentation: Transcats unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, the Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Companys management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 25, 2017 (fiscal year 2017) contained in the Companys 2017 Annual Report on Form 10-K filed with the SEC. |
Revenue Recognition | Revenue Recognition: Distribution sales are recorded when an orders title and risk of loss transfers to the customer. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. Some Service revenue is generated from managing customers calibration programs in which the Company recognizes revenue in equal amounts at fixed intervals. The Company generally invoices its customers for freight, shipping, and handling charges. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data. In 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09 to provide specific guidance on how entities should recognize revenue derived from contracts with customers. Transcat is required to adopt ASU 2014-09 in its fiscal year 2019, which begins April 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on the its Consolidated Financial Statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Companys non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At June 24, 2017 and March 25, 2017, investment assets totaled $0.7 million and are included as a component of other assets (non-current) on the Consolidated Balance Sheets. |
Stock-Based Compensation | Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation expense related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period of each award. In 2016, FASB issued ASU 2016-09 to simplify certain aspects of the accounting for share-based payment transactions to employees. The Company elected to early adopt this ASU in the fourth quarter of fiscal year 2017. Upon adoption, excess tax benefits for share based award activity are reflected in the statement of income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first quarter of the fiscal year ending March 31, 2018 (fiscal year 2018) and fiscal year 2017, the Company recorded non-cash stock-based compensation expense of $0.5 million and $0.1 million, respectively, in the Consolidated Statements of Income. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions: The accounts of Transcat Canada Inc., a wholly-owned subsidiary of the Company, are maintained in the local currency and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Transcat Canada Inc.s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders equity. Transcat records foreign currency gains and losses on Canadian business transactions. The net foreign currency loss was less than $0.1 million in each of the first quarters of fiscal years 2018 and 2017. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings will be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a loss of $0.1 million during the first quarter of each of the fiscal years 2018 and 2017, was recognized as a component of other expense in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On June 24, 2017, the Company had a foreign exchange contract, which matured in July 2017, outstanding in the notional amount of $5.6 million. The foreign exchange contract was renewed in July 2017 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. |
Earnings Per Share | Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and unvested restricted stock units and the related tax benefits are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding. For the first quarter of each of the fiscal years 2018 and 2017, the net additional common stock equivalents had no effect on the calculation of dilutive earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: First Quarter Ended June 24, June 25, 2017 2016 Average Shares Outstanding Basic 7,079 6,954 Effect of Dilutive Common Stock Equivalents 121 207 Average Shares Outstanding Diluted 7,200 7,161 Anti-dilutive Common Stock Equivalents - - |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, CompensationStock Compensation (Topic 718). This ASU provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718 to a change to the terms or conditions of a share-based payment award. This ASU is effective for annual reporting periods beginning after December 15, 2017 and should be applied prospectively. Early adoption of this ASU is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. |
GENERAL (Tables)
GENERAL (Tables) | 3 Months Ended |
Jun. 25, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares | The average shares outstanding used to compute basic and diluted earnings per share are as follows: First Quarter Ended June 24, June 25, 2017 2016 Average Shares Outstanding Basic 7,079 6,954 Effect of Dilutive Common Stock Equivalents 121 207 Average Shares Outstanding Diluted 7,200 7,161 Anti-dilutive Common Stock Equivalents - - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Jun. 25, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units Award Activity | The following table summarizes the non-vested performance-based restricted stock units outstanding as of June 24, 2017: Grant Total Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Grante Period Outstanding Per Unit June 24, 2017 April 2015 April 2015 - March 2018 63 $ 9.59 50% of target level April 2016 April 2016 - March 2019 84 $ 10.13 100% of target level April 2017 April 2017 March 2020 77 $ 12.90 100% of target level June 2017 July 2017 June 2020 3 $ 12.00 100% of target level |
Schedule of Stock Options Activity | The following table summarizes the Companys options as of and for the first quarter ended June 24, 2017: Weighted Weighted Average Average Number Exercise Remaining Aggregate of Price Per Contractual Intrinsic Shares Share Term (in years) Value Outstanding as of March 25, 2017 241 $ 7.48 Granted 165 12.00 Exercised (75 ) 7.34 Redeemed (20 ) 7.72 Outstanding as of June 24, 2017 311 $ 9.89 5 $ 689 Exercisable as of June 24, 2017 251 $ 10.44 4 $ 417 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Jun. 25, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table presents segment information for the first quarter of fiscal years 2018 and 2017: First Quarter Ended June 24, June 25, 2017 2016 Revenue: Service Revenue $ 18,482 $ 17,175 Distribution Sales 17,797 15,972 Total 36,279 33,147 Gross Profit: Service 4,636 4,729 Distribution 4,055 3,517 Total 8,691 8,246 Operating Expenses: Service (1) 3,751 3,685 Distribution (1) 3,529 3,123 Total 7,280 6,808 Operating Income: Service (1) 885 1,044 Distribution (1) 526 394 Total 1,411 1,438 Unallocated Amounts: Interest and Other Expense, net 272 168 Provision for Income Taxes 283 364 Total 555 532 Net Income $ 856 $ 906 (1) Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and managements estimates. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 3 Months Ended |
Jun. 25, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of assets and liabilities acquired during the period presented: FY 2017 Goodwill $ 3,455 Intangible Assets Customer Base 1,990 Intangible Assets Covenants Not to Compete 100 Deferred Tax Liability - 5,545 Plus: Current Assets 973 Non-Current Assets 1,652 Less: Current Liabilities (606 ) Non-Current Liabilities - Total Purchase Price $ 7,564 |
Schedule of Pro Forma Information | The following unaudited pro forma information presents the Companys results of operations as if the acquisition of Excalibur had occurred at the beginning of fiscal year 2017. The pro forma results do not purport to represent what the Companys results of operations actually would have been if the transaction had occurred at the beginning of the period presented or what the Companys operating results will be in future periods. (Unaudited) First Quarter Ended June 25, 2016 Total Revenue $ 33,300 Net Income 906 Basic Earnings Per Share 0.13 Diluted Earnings Per Share 0.13 |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jun. 24, 2017 | Jun. 25, 2016 | Mar. 25, 2017 | |
Accounting Policies [Abstract] | |||
Investments | $ 0.7 | $ 0.7 | |
Allocated Share-based Compensation Expense | 0.5 | $ 0.1 | |
Foreign Currency Transaction Gain (Loss), Realized | (0.1) | (0.1) | |
Foreign Currency Transaction Gain (Loss), Unrealized | (0.1) | $ (0.1) | |
Derivative Asset, Notional Amount | $ 5.6 |
GENERAL (Average Shares Outstan
GENERAL (Average Shares Outstanding Used to Compute Basic and Diluted Earnings per Share) (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 24, 2017 | Jun. 25, 2016 | |
Accounting Policies [Abstract] | ||
Average Shares Outstanding - Basic | 7,079 | 6,954 |
Effect of Dilutive Common Stock Equivalents | 121 | 207 |
Average Shares Outstanding - Diluted | 7,200 | 7,161 |
Anti-dilutive Common Stock Equivalents |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | 3 Months Ended | |
Jun. 24, 2017USD ($)item | Mar. 25, 2017USD ($) | |
Debt Instrument [Line Items] | ||
Current portion of loan outstanding | $ 1,429 | $ 1,429 |
Allowable leverage ratio | 3 | 2.75 |
Loans Payable [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount of loan | $ 10,000 | |
Loan outstanding | 8,300 | |
Current portion of loan outstanding | 1,400 | |
Monthly principal payments | 100 | |
Annual payments | 1,400 | |
Amount due in 2022 | 3,000 | |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 30,000 | |
Ratio of consolidated EBITDA subject to a maximum borrowing restriction | 3 | |
Number of consecutive quarters for which ratio of EBITDA subject to maximum borrowing restriction is required to be maintained under financial covenants | item | 4 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.20% | |
Maturity date | Sep. 20, 2018 | |
Amount available | $ 30,000 | |
Amount outstanding | $ 23,600 | |
Revolving Credit Facility [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate for period | 3.00% | |
Revolving Credit Facility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate for period | 3.30% | |
Revolving Credit Facility [Member] | Borrowings for Business Acquisitions [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 15,000 | $ 15,000 |
Proceeds from Lines of Credit | $ 0 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Jun. 24, 2017 | Jun. 25, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 0.5 | $ 0.1 |
2003 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 1,100 | |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock or Unit Expense | $ 0.2 | 0.1 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1.5 | |
Performance Shares [Member] | Performance Based Restricted Stock Awards Granted In 2013 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of Target Level Achieved | 50.00% | |
Number of Shares Issued | 25 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 0.3 | $ 0.1 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0.1 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.4 | |
Proceeds from Stock Options Exercised | $ 0.6 | |
Employee Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
STOCK-BASED COMPENSATION (Non-V
STOCK-BASED COMPENSATION (Non-Vested Performance-Based Restricted Stock Units) (Details) - Performance Shares [Member] shares in Thousands | 3 Months Ended |
Jun. 24, 2017$ / sharesshares | |
Performance Based Restricted Stock Awards Granted In 2015 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | shares | 63 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 9.59 |
Estimated Level of Achievement | 50.00% |
Performance Based Restricted Stock Awards Granted In 2016 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | shares | 84 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 10.13 |
Estimated Level of Achievement | 100.00% |
Performance Based Restricted Stock Awards Granted In 2017 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | shares | 77 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 12.90 |
Estimated Level of Achievement | 100.00% |
Performance Based Restricted Stock Awards Granted In June 2017 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | shares | 3 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 12 |
Estimated Level of Achievement | 100.00% |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Options) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Jun. 24, 2017USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance | shares | 241 |
Granted | shares | 165 |
Exercised | shares | (75) |
Redeemed | shares | (20) |
Outstanding, ending balance | shares | 311 |
Exercisable | shares | 251 |
Weighted Average Exercise Price Per Share | |
Outstanding, beginning balance | $ / shares | $ 7.48 |
Granted | $ / shares | 12 |
Exercised | $ / shares | 7.34 |
Redeemed | $ / shares | 7.72 |
Outstanding, ending balance | $ / shares | 9.89 |
Exercisable | $ / shares | $ 10.44 |
Weighted Average Remaining Contractual Term (in Years) | |
Outstanding | 5 years |
Exercisable | 4 years |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 689 |
Exercisable | $ | $ 417 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - item | 3 Months Ended | |
Jun. 24, 2017 | Jun. 25, 2016 | |
Segment Reporting [Abstract] | ||
Number of Reportable Segments | 2 | 2 |
SEGMENT INFORMATION (Details)26
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 24, 2017 | Jun. 25, 2016 | ||
Revenue: | |||
Revenue | $ 36,279 | $ 33,147 | |
Gross Profit: | |||
Gross Profit | 8,691 | 8,246 | |
Operating Expenses: | |||
Operating Expenses | 7,280 | 6,808 | |
Operating Income: | |||
Operating Income | 1,411 | 1,438 | |
Unallocated Amounts: | |||
Interest and Other Expense, net | 272 | 168 | |
Provision for Income Taxes | 283 | 364 | |
Unallocated Amounts | 555 | ||
Net Income | 856 | 906 | |
Service Segment [Member] | |||
Revenue: | |||
Revenue | 18,482 | 17,175 | |
Gross Profit: | |||
Gross Profit | 4,636 | 4,729 | |
Operating Expenses: | |||
Operating Expenses | [1] | 3,751 | 3,685 |
Operating Income: | |||
Operating Income | 885 | 1,044 | |
Distribution [Member] | |||
Revenue: | |||
Revenue | 17,797 | 15,972 | |
Gross Profit: | |||
Gross Profit | 4,055 | 3,517 | |
Operating Expenses: | |||
Operating Expenses | [1] | 3,529 | 3,123 |
Operating Income: | |||
Operating Income | $ 526 | 394 | |
Segment Reconciling Items [Member] | |||
Revenue: | |||
Revenue | 33,147 | ||
Gross Profit: | |||
Gross Profit | 8,246 | ||
Operating Expenses: | |||
Operating Expenses | 6,808 | ||
Operating Income: | |||
Operating Income | 1,438 | ||
Unallocated Amounts: | |||
Interest and Other Expense, net | 168 | ||
Provision for Income Taxes | 364 | ||
Unallocated Amounts | 532 | ||
Net Income | $ 906 | ||
[1] | Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount and management's estimates. |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) $ in Millions | 3 Months Ended | |
Jun. 24, 2017USD ($)item | Mar. 25, 2017USD ($) | |
Business Acquisition [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Current | $ 0 | $ 0 |
Other holdback amounts unpaid, current | 0 | $ 0 |
Business Combination, Acquisition Related Costs | $ 0.1 | |
Fiscal 2017 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Number of Businesses Acquired | item | 1 | |
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Business Combination, Consideration Transferred | $ 7.6 | |
Cash Acquired from Acquisition | $ 0.1 |
BUSINESS ACQUISITIONS (Purchase
BUSINESS ACQUISITIONS (Purchase Price Paid for Businesses Acquired) (Details) - USD ($) $ in Thousands | Jun. 24, 2017 | Mar. 25, 2017 |
Allocation of Purchase Price: | ||
Goodwill | $ 32,570 | $ 32,520 |
Fiscal 2017 Acquisitions [Member] | ||
Allocation of Purchase Price: | ||
Goodwill | 3,455 | |
Deferred Tax Liabilities | ||
Total | 5,545 | |
Plus: Current Assets | 973 | |
Non-Current Assets | 1,652 | |
Less: Current Liabilities | (606) | |
Total Purchase Price | 7,564 | |
Fiscal 2017 Acquisitions [Member] | Customer Base [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 1,990 | |
Fiscal 2017 Acquisitions [Member] | Covenant Not to Compete [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | $ 100 |
BUSINESS ACQUISITIONS (Proforma
BUSINESS ACQUISITIONS (Proforma Information for Business Acquisitions) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended |
Jun. 25, 2016USD ($)$ / shares | |
Business Combinations [Abstract] | |
Total Revenue | $ | $ 33,300 |
Net Income | $ | $ 906 |
Basic Earnings Per Share | $ / shares | $ 0.13 |
Diluted Earnings Per Share | $ / shares | $ 0.13 |