Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 26, 2020 | Jan. 29, 2021 | |
Document and Entity Information [Abstract] | ||
Entity Central Index Key | 0000099302 | |
Current Fiscal Year End Date | --03-28 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 26, 2020 | |
Entity File Number | 000-03905 | |
Entity Registrant Name | TRANSCAT, INC. | |
Entity Incorporation, State or Country Code | OH | |
Entity Tax Identification Number | 16-0874418 | |
Entity Address, Address Line One | 35 Vantage Point Drive | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14624 | |
City Area Code | 585 | |
Local Phone Number | 352-7777 | |
Title of 12(b) Security | Common Stock, $0.50 par value | |
Trading Symbol | TRNS | |
Name of Exchange on which Security is Registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,445,797 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 26, 2020 | Dec. 28, 2019 | Dec. 26, 2020 | Dec. 28, 2019 | |
Total Revenue | $ 44,062 | $ 43,179 | $ 124,573 | $ 127,337 |
Total Cost of Revenue | 32,817 | 33,251 | 92,425 | 96,912 |
Gross Profit | 11,245 | 9,928 | 32,148 | 30,425 |
Selling, Marketing and Warehouse Expenses | 4,675 | 4,463 | 13,040 | 13,166 |
General and Administrative Expenses | 4,051 | 3,374 | 12,547 | 10,151 |
Total Operating Expenses | 8,726 | 7,837 | 25,587 | 23,317 |
Operating Income | 2,519 | 2,091 | 6,561 | 7,108 |
Interest and Other Expense, net | 219 | 194 | 779 | 776 |
Income Before Income Taxes | 2,300 | 1,897 | 5,782 | 6,332 |
Provision for Income Taxes | 539 | 420 | 1,199 | 758 |
Net Income | $ 1,761 | $ 1,477 | $ 4,583 | $ 5,574 |
Basic Earnings Per Share | $ 0.24 | $ 0.20 | $ 0.62 | $ 0.76 |
Average Shares Outstanding | 7,437 | 7,367 | 7,415 | 7,316 |
Diluted Earnings Per Share | $ 0.23 | $ 0.20 | $ 0.61 | $ 0.75 |
Average Shares Outstanding | 7,580 | 7,557 | 7,532 | 7,470 |
Service Revenue [Member] | ||||
Total Revenue | $ 24,776 | $ 22,087 | $ 72,297 | $ 67,987 |
Total Cost of Revenue | 17,861 | 17,221 | 51,413 | 51,737 |
Distribution Sales [Member] | ||||
Total Revenue | 19,286 | 21,092 | 52,276 | 59,350 |
Total Cost of Revenue | $ 14,956 | $ 16,030 | $ 41,012 | $ 45,175 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 26, 2020 | Dec. 28, 2019 | Dec. 26, 2020 | Dec. 28, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 1,761 | $ 1,477 | $ 4,583 | $ 5,574 |
Other Comprehensive Income: | ||||
Currency Translation Adjustment | 251 | 73 | 505 | 119 |
Other, net of tax effects | 21 | 22 | 95 | 48 |
Total Other Comprehensive Income | 272 | 95 | 600 | 167 |
Comprehensive Income | $ 2,033 | $ 1,572 | $ 5,183 | $ 5,741 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 26, 2020 | Mar. 28, 2020 |
Current Assets: | ||
Cash | $ 1,034 | $ 499 |
Accounts Receivable, less allowance for doubtful accounts of $640 and $480 as of December 26, 2020 and March 28, 2020, respectively | 30,562 | 30,952 |
Other Receivables | 860 | 1,132 |
Inventory, net | 12,437 | 14,180 |
Prepaid Expenses and Other Current Assets | 2,317 | 1,697 |
Total Current Assets | 47,210 | 48,460 |
Property and Equipment, net | 21,292 | 20,833 |
Goodwill | 43,945 | 41,540 |
Intangible Assets, net | 7,325 | 7,977 |
Right Of Use Assets, net | 10,205 | 8,593 |
Other Assets | 793 | 719 |
Total Assets | 130,770 | 128,122 |
Current Liabilities: | ||
Accounts Payable | 9,844 | 11,947 |
Accrued Compensation and Other Liabilities | 7,856 | 6,907 |
Income Taxes Payable | 289 | 86 |
Current Portion of Long-Term Debt | 2,046 | 1,982 |
Total Current Liabilities | 20,035 | 20,922 |
Long-Term Debt | 22,317 | 28,362 |
Deferred Tax Liabilities | 3,100 | 3,025 |
Lease Liabilities | 8,753 | 6,832 |
Other Liabilities | 4,058 | 1,894 |
Total Liabilities | 58,263 | 61,035 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,441,571 and 7,381,180 shares issued and outstanding as of December 26, 2020 and March 28, 2020, respectively | 3,721 | 3,691 |
Capital in Excess of Par Value | 18,820 | 17,929 |
Accumulated Other Comprehensive Loss | (410) | (1,010) |
Retained Earnings | 50,376 | 46,477 |
Total Shareholders' Equity | 72,507 | 67,087 |
Total Liabilities and Shareholders' Equity | $ 130,770 | $ 128,122 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 26, 2020 | Mar. 28, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $ 640 | $ 480 |
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 | 7,441,571 | 7,381,180 |
Common Stock, shares outstanding | 7,441,571 | 7,381,180 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 26, 2020 | Dec. 28, 2019 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 4,583 | $ 5,574 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Net Loss on Disposal of Property and Equipment | 65 | 253 |
Deferred Income Taxes | 75 | 22 |
Depreciation and Amortization | 5,596 | 4,951 |
Provision for Accounts Receivable and Inventory Reserves | 699 | 311 |
Stock-Based Compensation | 875 | 610 |
Changes in Assets and Liabilities: | ||
Accounts Receivable and Other Receivables | 902 | 398 |
Inventory | 2,072 | 341 |
Prepaid Expenses and Other Assets | (678) | (689) |
Accounts Payable | (2,103) | (3,679) |
Accrued Compensation and Other Liabilities | 3,391 | 347 |
Income Taxes Payable | 170 | (204) |
Net Cash Provided by Operating Activities | 15,647 | 8,235 |
Cash Flows from Investing Activities: | ||
Purchases of Property and Equipment | (4,295) | (5,001) |
Proceeds from Sale of Property and Equipment | 184 | |
Business Acquisitions, net of cash acquired | (3,447) | (452) |
Payment of Holdbacks Related to Business Acquisitions | (864) | |
Net Cash Used in Investing Activities | (7,742) | (6,133) |
Cash Flows from Financing Activities: | ||
(Repayments of) Proceeds from Revolving Credit Facility, net | (4,504) | 122 |
Proceeds from Term Loan | ||
Repayments of Term Loan | (1,477) | (1,416) |
Issuance of Common Stock | 649 | 1,625 |
Repurchase of Common Stock | (1,287) | (2,822) |
Net Cash Used in Financing Activities | (6,619) | (2,491) |
Effect of Exchange Rate Changes on Cash | (751) | (195) |
Net Increase (Decrease) in Cash | 535 | (584) |
Cash at Beginning of Period | 499 | 788 |
Cash at End of Period | 1,034 | 204 |
Cash paid during the period for: | ||
Interest | 679 | 723 |
Income Taxes | $ 1,018 | $ 944 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Common Stock Issued $0.50 Par Value [Member] | Capital In Excess of Par Value [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 30, 2019 | $ 3,605 | $ 16,467 | $ (611) | $ 40,169 | $ 59,630 |
Balance (in Shares) at Mar. 30, 2019 | 7,211,000 | ||||
Issuance of Common Stock | $ 14 | 355 | 369 | ||
Issuance of Common Stock (in Shares) | 28,000 | ||||
Repurchase of Common Stock | $ (27) | (561) | (758) | (1,346) | |
Repurchase of Common Stock (in Shares) | (55,000) | ||||
Stock-Based Compensation | $ 60 | 143 | 203 | ||
Stock-Based Compensation (in Shares) | 120,000 | ||||
Other Comprehensive Income (Loss) | 129 | 129 | |||
Net Income | 1,718 | 1,718 | |||
Balance at Jun. 29, 2019 | $ 3,652 | 16,404 | (482) | 41,129 | 60,703 |
Balance (in Shares) at Jun. 29, 2019 | 7,304,000 | ||||
Balance at Mar. 30, 2019 | $ 3,605 | 16,467 | (611) | 40,169 | 59,630 |
Balance (in Shares) at Mar. 30, 2019 | 7,211,000 | ||||
Net Income | 5,574 | ||||
Balance at Dec. 28, 2019 | $ 3,688 | 17,556 | (444) | 43,984 | 64,784 |
Balance (in Shares) at Dec. 28, 2019 | 7,376,000 | ||||
Balance at Jun. 29, 2019 | $ 3,652 | 16,404 | (482) | 41,129 | 60,703 |
Balance (in Shares) at Jun. 29, 2019 | 7,304,000 | ||||
Issuance of Common Stock | $ 59 | 944 | 1,003 | ||
Issuance of Common Stock (in Shares) | 117,000 | ||||
Repurchase of Common Stock | $ (32) | (443) | (1,001) | (1,476) | |
Repurchase of Common Stock (in Shares) | (63,000) | ||||
Stock-Based Compensation | 102 | 102 | |||
Other Comprehensive Income (Loss) | (55) | (55) | |||
Net Income | 2,379 | 2,379 | |||
Balance at Sep. 28, 2019 | $ 3,679 | 17,007 | (537) | 42,507 | 62,656 |
Balance (in Shares) at Sep. 28, 2019 | 7,358,000 | ||||
Issuance of Common Stock | $ 9 | 244 | 253 | ||
Issuance of Common Stock (in Shares) | 18,000 | ||||
Stock-Based Compensation | 305 | 305 | |||
Other Comprehensive Income (Loss) | 93 | 93 | |||
Net Income | 1,477 | 1,477 | |||
Balance at Dec. 28, 2019 | $ 3,688 | 17,556 | (444) | 43,984 | 64,784 |
Balance (in Shares) at Dec. 28, 2019 | 7,376,000 | ||||
Balance at Mar. 28, 2020 | $ 3,691 | 17,929 | (1,010) | 46,477 | $ 67,087 |
Balance (in Shares) at Mar. 28, 2020 | 7,381,000 | 7,381,180 | |||
Issuance of Common Stock | $ 14 | 369 | $ 383 | ||
Issuance of Common Stock (in Shares) | 28,000 | ||||
Repurchase of Common Stock | $ (24) | (579) | (684) | (1,287) | |
Repurchase of Common Stock (in Shares) | (48,000) | ||||
Stock-Based Compensation | $ 25 | 287 | 312 | ||
Stock-Based Compensation (in Shares) | 50,000 | ||||
Other Comprehensive Income (Loss) | 163 | 163 | |||
Net Income | 798 | 798 | |||
Balance at Jun. 27, 2020 | $ 3,706 | 18,006 | (847) | 46,591 | 67,456 |
Balance (in Shares) at Jun. 27, 2020 | 7,411,000 | ||||
Balance at Mar. 28, 2020 | $ 3,691 | 17,929 | (1,010) | 46,477 | $ 67,087 |
Balance (in Shares) at Mar. 28, 2020 | 7,381,000 | 7,381,180 | |||
Net Income | $ 4,583 | ||||
Balance at Dec. 26, 2020 | $ 3,721 | 18,820 | (410) | 50,376 | $ 72,507 |
Balance (in Shares) at Dec. 26, 2020 | 7,441,000 | 7,441,571 | |||
Balance at Jun. 27, 2020 | $ 3,706 | 18,006 | (847) | 46,591 | $ 67,456 |
Balance (in Shares) at Jun. 27, 2020 | 7,411,000 | ||||
Issuance of Common Stock | $ 1 | 90 | 91 | ||
Issuance of Common Stock (in Shares) | 3,000 | ||||
Stock-Based Compensation | $ 9 | 357 | 366 | ||
Stock-Based Compensation (in Shares) | 18,000 | ||||
Other Comprehensive Income (Loss) | 165 | 165 | |||
Net Income | 2,024 | 2,024 | |||
Balance at Sep. 26, 2020 | $ 3,716 | 18,453 | (682) | 48,615 | 70,102 |
Balance (in Shares) at Sep. 26, 2020 | 7,432,000 | ||||
Issuance of Common Stock | $ 5 | 170 | 175 | ||
Issuance of Common Stock (in Shares) | 9,000 | ||||
Stock-Based Compensation | 197 | 197 | |||
Stock-Based Compensation (in Shares) | |||||
Other Comprehensive Income (Loss) | 272 | 272 | |||
Net Income | 1,761 | 1,761 | |||
Balance at Dec. 26, 2020 | $ 3,721 | $ 18,820 | $ (410) | $ 50,376 | $ 72,507 |
Balance (in Shares) at Dec. 26, 2020 | 7,441,000 | 7,441,571 |
GENERAL
GENERAL | 9 Months Ended |
Dec. 26, 2020 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1 – GENERAL Description of Business: Basis of Presentation: Revenue Recognition: Revenue recognized from prior period performance obligations for the third quarter of the fiscal year ending March 27, 2021 (“fiscal year 2021”) was immaterial. As of December 26, 2020, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers (Topic 606), the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on our Consolidated Balance Sheets as of December 26, 2020 and March 28, 2020 were immaterial. Payment terms are generally 30 to 45 days. See Note 4 for disaggregated revenue information. Fair Value of Financial Instruments: 7 Table of Contents Stock-Based Compensation: Foreign Currency Translation and Transactions: Transcat records foreign currency gains and losses on Canadian business transactions. The net foreign currency loss was less than $0.1 million during the first nine months of each of fiscal years 2021 and 2020. 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 gain of $0.1 million during the first nine months of fiscal year 2021 and a loss of $0.1 million during the first nine months of fiscal year 2020, 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 December 26, 2020, the Company had a foreign exchange contract, which matured in January 2021, outstanding in the notional amount of $4.5 million. The foreign exchange contract was renewed in January 2021 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. Earnings Per Share: For the third quarter of fiscal year 2021, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. For the third quarter of fiscal year 2020, the net additional common stock equivalents had no effect on the calculation of diluted earnings per share. For the first nine months of each of fiscal years 2021 and 2020, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: Third Quarter Ended Nine Months Ended December 26, December 28, December 26, December 28, 2020 2019 2020 2019 Average Shares Outstanding – Basic 7,437 7,367 7,415 7,316 Effect of Dilutive Common Stock Equivalents 143 190 117 154 Average Shares Outstanding – Diluted 7,580 7,557 7,532 7,470 Anti-dilutive Common Stock Equivalents - 35 30 35 8 Table of Contents Recently Issued Accounting Pronouncements: Leases: In July 2018, FASB issued ASU 2018-11, Leases (ASC Topic 842), which provides entities with an additional transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period's financials will remain the same as those previously presented. The Company adopted the new leasing standard on March 31, 2019. The Company adopted the package of practical expedients permitted under the transition guidance which allowed us to carry forward the historical lease classification. Upon adoption, the Company used hindsight in determining lease term. The most significant impact of adoption was adding ROU lease assets and lease liabilities on the Consolidated Balance Sheets by the present value of the Company’s leasing obligations, which are primarily related to facility and vehicle leases. The present value of the remaining lease payments is recognized as lease liabilities on the Consolidated Balance Sheets with a corresponding ROU asset. At the time of adoption, the value of the assets and liabilities added to the Consolidated Balance Sheets was approximately $8 million. The ROU asset is shown separately on the face of the Consolidated Balance Sheets. $1.7 million of the lease liabilities was included in Accrued Compensation and Other Liabilities on the Consolidated Balance Sheets with the remainder included in Lease Liabilities. Adopting the new standard did not have a material impact on our Consolidated Statement of Income or Consolidated Statement of Cash Flows. Credit Losses: |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Dec. 26, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 2 – LONG-TERM DEBT Description: Amendment Two modified the definition of the applicable rate used to determine interest charges on outstanding and unused borrowings under the Revolving Credit Facility and it amended the definition of permitted acquisitions to amend borrowings available under the Revolving Credit Facility for acquisitions. In addition, Amendment Two amended the definition of restricted payments to exclude amounts up to $2.5 million during each fiscal year used to pay certain employee tax obligations associated with share-based payment and stock option activity, and modified certain restrictions to the Company’s ability to repurchase its shares and pay dividends. Amendment Two modified the leverage ratio and fixed charge coverage ratio covenants with which the Company is required to comply for the fiscal year ending March 27, 2021. Amendment Two also established a London Interbank Offered Rate (“LIBOR”) floor of 1% and included a mechanism for adoption of a different benchmark rate when LIBOR is discontinued. During the third quarter of fiscal year 2021, Manufacturers and Traders Trust Company eliminated the prior requirement included in Amendment Two that limited capital expenditures to $5.5 million for the fiscal year ending March 27, 2021. On December 10, 2018, the Company entered into an Amended and Restated Credit Agreement Amendment 1 (the “2018 Agreement”). The 2018 Agreement has a term loan (the “2018 Term Loan”) in the amount of $15.0 million. As of December 26, 2020, $11.1 million was outstanding on the 2018 Term Loan, of which $2.0 million was 9 Table of Contents included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total repayments (principal plus interest) of $0.2 million per month through December 2025. As of December 26, 2020, $40.0 million was available under the Revolving Credit Facility, of which $13.2 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. During the first nine months of fiscal year 2021, $3.4 million of borrowings were used for business acquisitions. The allowable leverage ratio under the Credit Agreement for the second, third and fourth fiscal quarter of fiscal year 2021 and the first quarter of fiscal year 2022 is a maximum multiple of 5.0, 5.5, 7.0 and 4.0, respectively, of total debt outstanding compared to EBITDA and non-cash stock-based compensation expense for the preceding four consecutive fiscal quarters. After the first quarter of fiscal 2022, the allowable leverage ratio is a maximum multiple of 3.0. The Credit Agreement provides that the trailing twelve-month pro forma EBITDA of an acquired business is included in the allowable leverage calculation. Interest and Other Costs: Covenants: Other Terms: |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Dec. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 3 – STOCK-BASED COMPENSATION The Company has a stock-based incentive plan (the “2003 Plan”) that 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 26, 2020, 0.9 million shares of common stock were available for future grant under the 2003 Plan. The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefit related to stock-based compensation and stock option activity during the first nine months of fiscal year 2021 and 2020 was $0.3 million and $0.9 million, respectively. Restricted Stock Units: 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 79% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 31, 2018 and as a result, issued 49 shares of common stock to executive officers and certain key 10 Table of Contents employees during the first quarter of fiscal year 2021. The following table summarizes the non-vested restricted stock units outstanding as of December 26, 2020: Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit December 26, 2020 April 2018 April 2018 – March 2021 1 $ 15.65 Time Vested May 2018 April 2018 – March 2021 22 $ 15.30 55% of target level May 2018 April 2018 – March 2021 22 $ 15.30 Time Vested October 2018 October 2018 – September 2027 8 $ 20.81 Time Vested March 2019 April 2019 – March 2022 23 $ 23.50 55% of target level March 2019 April 2019 – March 2022 23 $ 23.50 Time Vested August 2019 August 2019 – August 2022 1 $ 23.00 Time Vested March 2020 April 2020 – March 2023 2 $ 26.25 Time Vested July 2020 July 2020 – March 2023 46 $ 27.08 Time Vested September 2020 September 2020 – September 2021 14 $ 28.52 Time Vested September 2020 September 2020 –July 2023 4 $ 28.54 Time Vested September 2020 September 2020 –July 2023 5 $ 29.76 Time Vested September 2020 September 2020 – September 2023 3 $ 29.76 Time Vested Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $0.7 million and $0.6 million, respectively, in the first nine months of fiscal years 2021 and 2020. As of December 26, 2020, unearned compensation to be recognized over the grants’ respective service periods totaled $2.1 million. Stock Options: The following table summarizes the Company’s options as of and for the first nine months of fiscal year 2021: Weighted Weighted Average Average Number Exercise Remaining Aggregate of Price Per Contractual Intrinsic Shares Share Term (in years) Value Outstanding as of March 28, 2020 150 $ 14.63 Granted 20 $ 27.48 Exercised (30 ) $ 12.75 Forfeited - - Redeemed - - Outstanding as of December 26, 2020 140 $ 16.87 3 $ 2,263 Exercisable as of December 26, 2020 85 $ 17.04 2 $ 1,788 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 2021 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 26, 2020. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock. 11 Table of Contents Total expense related to stock options was $0.1 million during the first nine months of each of fiscal years 2021 and 2020. Total unrecognized compensation cost related to non-vested stock options as of December 26, 2020 was $0.2 million, which is expected to be recognized over a period of three years. The aggregate intrinsic value of stock options exercised in the first nine months of fiscal years 2021 and 2020 was $0.3 million and $3.5 million, respectively. Cash received from the exercise of options in the first nine months of fiscal years 2021 and 2020 was $0.4 million and $1.4 million, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Dec. 26, 2020 | |
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 third quarter and first nine months of fiscal years 2021 and 2020: Third Quarter Ended Nine Months Ended December 26, December 28, December 26, December 28, 2020 2019 2020 2019 Revenue: Service $ 24,776 $ 22,087 $ 72,297 $ 67,987 Distribution 19,286 21,092 52,276 59,350 Total 44,062 43,179 124,573 127,337 Gross Profit: Service 6,915 4,866 20,884 16,250 Distribution 4,330 5,062 11,264 14,175 Total 11,245 9,928 32,148 30,425 Operating Expenses: Service (1) 4,959 4,378 14,822 13,187 Distribution (1) 3,767 3,459 10,765 10,130 Total 8,726 7,837 25,587 23,317 Operating Income: Service 563 488 6,062 3,063 Distribution 1,956 1,603 499 4,045 Total 2,519 2,091 6,561 7,108 Unallocated Amounts: Interest and Other Expense, net 219 194 779 776 Provision for Income Taxes 539 420 1,199 758 Total 758 614 1,978 1,534 Net Income $ 1,761 $ 1,477 $ 4,583 $ 5,574 (1) Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and management’s estimates. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended |
Dec. 26, 2020 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 5 – BUSINESS ACQUISITIONS 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. 12 Table of Contents BioTek: 100% of the goodwill and intangible assets relating to the BioTek acquisition has been allocated to the Service segment. Intangible assets related to the BioTek 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. Amortization of goodwill related to the BioTek acquisition is deductible for tax purposes. The total purchase price paid for the assets of BioTek was approximately $ 3.4 FY 2021 Goodwill $ 1,927 Intangible Assets – Customer Base & Contracts 1,066 Intangible Assets – Covenant Not to Compete 100 3,093 Plus: Current Assets 406 Non-Current Assets 8 Less: Current Liabilities (60 ) Total Purchase Price $ 3,447 TTE: 75% of the goodwill and intangible assets relating to the pipettes.com acquisition has been allocated to the Service segment with the remaining 25% allocated to the Distribution segment. Intangible assets related to the pipettes.com 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. Amortization of goodwill related to the pipettes.com acquisition is deductible for tax purposes. The total purchase price paid for the assets of pipettes.com was approximately $ 12.2 FY 2021 Goodwill $ 6,751 Intangible Assets – Customer Base & Contracts 4,410 Intangible Assets – Covenant Not to Compete 120 11,281 Plus: Current Assets 928 Non-Current Assets 261 Less: Current Liabilities (239 ) Total Purchase Price $ 12,231 The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of pipettes.com and BioTek had occurred at the beginning of fiscal year 2020. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transaction had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods. 13 Table of Contents (Unaudited) (Unaudited) Nine Months Ended Nine Months Ended December 26, 2020 December 28, 2019 Total Revenue $ 126,121 $ 135,115 Net Income $ 4,843 $ 6,493 Basic Earnings Per Share $ 0.65 $ 0.89 Diluted Earnings Per Share $ 0.64 $ 0.87 IIS: GRS: Certain of the Company’s acquisition agreements include 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 December 26, 2020, there was $0.1 million of other holdback amounts unpaid and reflected in current liabilities on the Consolidated Balance Sheets. During the third quarter of each of fiscal year 2021 and fiscal year 2020, no contingent consideration or other holdback amounts were paid. During each of the first nine months of fiscal years 2021 and 2020, 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) | 9 Months Ended |
Dec. 26, 2020 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: |
Basis of Presentation | Basis of Presentation: |
Revenue Recognition | Revenue Recognition: Revenue recognized from prior period performance obligations for the third quarter of the fiscal year ending March 27, 2021 (“fiscal year 2021”) was immaterial. As of December 26, 2020, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers (Topic 606), the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on our Consolidated Balance Sheets as of December 26, 2020 and March 28, 2020 were immaterial. Payment terms are generally 30 to 45 days. See Note 4 for disaggregated revenue information. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: |
Stock-Based Compensation | Stock-Based Compensation: |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions: Transcat records foreign currency gains and losses on Canadian business transactions. The net foreign currency loss was less than $0.1 million during the first nine months of each of fiscal years 2021 and 2020. 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 gain of $0.1 million during the first nine months of fiscal year 2021 and a loss of $0.1 million during the first nine months of fiscal year 2020, 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 December 26, 2020, the Company had a foreign exchange contract, which matured in January 2021, outstanding in the notional amount of $4.5 million. The foreign exchange contract was renewed in January 2021 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. |
Earnings Per Share | Earnings Per Share: For the third quarter of fiscal year 2021, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. For the third quarter of fiscal year 2020, the net additional common stock equivalents had no effect on the calculation of diluted earnings per share. For the first nine months of each of fiscal years 2021 and 2020, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: Third Quarter Ended Nine Months Ended December 26, December 28, December 26, December 28, 2020 2019 2020 2019 Average Shares Outstanding – Basic 7,437 7,367 7,415 7,316 Effect of Dilutive Common Stock Equivalents 143 190 117 154 Average Shares Outstanding – Diluted 7,580 7,557 7,532 7,470 Anti-dilutive Common Stock Equivalents - 35 30 35 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: Leases: In July 2018, FASB issued ASU 2018-11, Leases (ASC Topic 842), which provides entities with an additional transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period's financials will remain the same as those previously presented. The Company adopted the new leasing standard on March 31, 2019. The Company adopted the package of practical expedients permitted under the transition guidance which allowed us to carry forward the historical lease classification. Upon adoption, the Company used hindsight in determining lease term. The most significant impact of adoption was adding ROU lease assets and lease liabilities on the Consolidated Balance Sheets by the present value of the Company’s leasing obligations, which are primarily related to facility and vehicle leases. The present value of the remaining lease payments is recognized as lease liabilities on the Consolidated Balance Sheets with a corresponding ROU asset. At the time of adoption, the value of the assets and liabilities added to the Consolidated Balance Sheets was approximately $8 million. The ROU asset is shown separately on the face of the Consolidated Balance Sheets. $1.7 million of the lease liabilities was included in Accrued Compensation and Other Liabilities on the Consolidated Balance Sheets with the remainder included in Lease Liabilities. Adopting the new standard did not have a material impact on our Consolidated Statement of Income or Consolidated Statement of Cash Flows. Credit Losses: |
GENERAL (Tables)
GENERAL (Tables) | 9 Months Ended |
Dec. 26, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares | For the third quarter of fiscal year 2021, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. For the third quarter of fiscal year 2020, the net additional common stock equivalents had no effect on the calculation of diluted earnings per share. For the first nine months of each of fiscal years 2021 and 2020, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: Third Quarter Ended Nine Months Ended December 26, December 28, December 26, December 28, 2020 2019 2020 2019 Average Shares Outstanding – Basic 7,437 7,367 7,415 7,316 Effect of Dilutive Common Stock Equivalents 143 190 117 154 Average Shares Outstanding – Diluted 7,580 7,557 7,532 7,470 Anti-dilutive Common Stock Equivalents - 35 30 35 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Dec. 26, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units Award Activity | The Company achieved 79% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 31, 2018 and as a result, issued 49 shares of common stock to executive officers and certain key 10 Table of Contents employees during the first quarter of fiscal year 2021. The following table summarizes the non-vested restricted stock units outstanding as of December 26, 2020: Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit December 26, 2020 April 2018 April 2018 – March 2021 1 $ 15.65 Time Vested May 2018 April 2018 – March 2021 22 $ 15.30 55% of target level May 2018 April 2018 – March 2021 22 $ 15.30 Time Vested October 2018 October 2018 – September 2027 8 $ 20.81 Time Vested March 2019 April 2019 – March 2022 23 $ 23.50 55% of target level March 2019 April 2019 – March 2022 23 $ 23.50 Time Vested August 2019 August 2019 – August 2022 1 $ 23.00 Time Vested March 2020 April 2020 – March 2023 2 $ 26.25 Time Vested July 2020 July 2020 – March 2023 46 $ 27.08 Time Vested September 2020 September 2020 – September 2021 14 $ 28.52 Time Vested September 2020 September 2020 –July 2023 4 $ 28.54 Time Vested September 2020 September 2020 –July 2023 5 $ 29.76 Time Vested September 2020 September 2020 – September 2023 3 $ 29.76 Time Vested |
Schedule of Stock Options Activity | The following table summarizes the Company’s options as of and for the first nine months of fiscal year 2021: Weighted Weighted Average Average Number Exercise Remaining Aggregate of Price Per Contractual Intrinsic Shares Share Term (in years) Value Outstanding as of March 28, 2020 150 $ 14.63 Granted 20 $ 27.48 Exercised (30 ) $ 12.75 Forfeited - - Redeemed - - Outstanding as of December 26, 2020 140 $ 16.87 3 $ 2,263 Exercisable as of December 26, 2020 85 $ 17.04 2 $ 1,788 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Dec. 26, 2020 | |
Segment Reporting [Abstract] | |
Schedule of 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 third quarter and first nine months of fiscal years 2021 and 2020: Third Quarter Ended Nine Months Ended December 26, December 28, December 26, December 28, 2020 2019 2020 2019 Revenue: Service $ 24,776 $ 22,087 $ 72,297 $ 67,987 Distribution 19,286 21,092 52,276 59,350 Total 44,062 43,179 124,573 127,337 Gross Profit: Service 6,915 4,866 20,884 16,250 Distribution 4,330 5,062 11,264 14,175 Total 11,245 9,928 32,148 30,425 Operating Expenses: Service (1) 4,959 4,378 14,822 13,187 Distribution (1) 3,767 3,459 10,765 10,130 Total 8,726 7,837 25,587 23,317 Operating Income: Service 563 488 6,062 3,063 Distribution 1,956 1,603 499 4,045 Total 2,519 2,091 6,561 7,108 Unallocated Amounts: Interest and Other Expense, net 219 194 779 776 Provision for Income Taxes 539 420 1,199 758 Total 758 614 1,978 1,534 Net Income $ 1,761 $ 1,477 $ 4,583 $ 5,574 (1) Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and management’s estimates. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 9 Months Ended |
Dec. 26, 2020 | |
Business Acquisition [Line Items] | |
Schedule of Proforma Information | The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of pipettes.com and BioTek had occurred at the beginning of fiscal year 2020. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transaction had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods. 13 Table of Contents (Unaudited) (Unaudited) Nine Months Ended Nine Months Ended December 26, 2020 December 28, 2019 Total Revenue $ 126,121 $ 135,115 Net Income $ 4,843 $ 6,493 Basic Earnings Per Share $ 0.65 $ 0.89 Diluted Earnings Per Share $ 0.64 $ 0.87 |
BioTek Services, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The total purchase price paid for the assets of BioTek was approximately $ 3.4 FY 2021 Goodwill $ 1,927 Intangible Assets – Customer Base & Contracts 1,066 Intangible Assets – Covenant Not to Compete 100 3,093 Plus: Current Assets 406 Non-Current Assets 8 Less: Current Liabilities (60 ) Total Purchase Price $ 3,447 |
TTE Laboratories, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The total purchase price paid for the assets of pipettes.com was approximately $ 12.2 FY 2021 Goodwill $ 6,751 Intangible Assets – Customer Base & Contracts 4,410 Intangible Assets – Covenant Not to Compete 120 11,281 Plus: Current Assets 928 Non-Current Assets 261 Less: Current Liabilities (239 ) Total Purchase Price $ 12,231 |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 26, 2020 | Dec. 28, 2019 | Dec. 26, 2020 | Dec. 28, 2019 | Mar. 28, 2020 | |
Accounting Policies [Abstract] | |||||
Investments | $ 0.5 | $ 0.5 | $ 0.4 | ||
Allocated Share-based Compensation Expense | 0.9 | $ 0.6 | |||
Foreign Currency Transaction Gain (Loss), Realized | (0.1) | (0.1) | |||
Foreign Currency Transaction Gain (Loss), Unrealized | 0.1 | $ (0.1) | |||
Derivative Asset, Notional Amount | $ 4.5 | $ 4.5 | |||
Dilutive Securities Effect Per Share on Earnings (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | ||
Estimated Value of Assets and Liabilities | $ 8 | $ 8 | |||
Lease liabilities | $ 1.7 | $ 1.7 |
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 | 9 Months Ended | ||
Dec. 26, 2020 | Dec. 28, 2019 | Dec. 26, 2020 | Dec. 28, 2019 | |
Accounting Policies [Abstract] | ||||
Average Shares Outstanding - Basic | 7,437 | 7,367 | 7,415 | 7,316 |
Effect of Dilutive Common Stock Equivalents | 143 | 190 | 117 | 154 |
Average Shares Outstanding - Diluted | 7,580 | 7,557 | 7,532 | 7,470 |
Anti-dilutive Common Stock Equivalents | 35 | 30 | 35 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
May 18, 2020USD ($) | Dec. 26, 2020USD ($) | Mar. 28, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Current portion of loan outstanding | $ 2,046 | $ 1,982 | |
Leverage ratio | 1.24 | 1.53 | |
2018 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 4.15% | ||
Principal amount of loan | $ 15,000 | ||
Loan outstanding | 11,100 | ||
Current portion of loan outstanding | 2,000 | ||
Monthly principal payments | 200 | ||
Borrowings used for business acquisitions | 3,400 | ||
2018 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Amount available | 40,000 | ||
Amount outstanding | $ 13,200 | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Oct. 20, 2022 | ||
Revolving credit commitment | $ 40,000 | ||
Amount used to pay tax obligations | $ 2,500 | ||
Threshold for capital expenditures per amended Credit Facility Agreement | $ 5,500 | ||
Allowable leverage ratio | 3 | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 1.40% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 2.70% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 1.00% | ||
Revolving Credit Facility Second Quarter [Member] | |||
Debt Instrument [Line Items] | |||
Allowable leverage ratio | 5 | ||
Revolving Credit Facility Third Quarter [Member] | |||
Debt Instrument [Line Items] | |||
Allowable leverage ratio | 5.5 | ||
Revolving Credit Facility Fourth Quarter [Member] | |||
Debt Instrument [Line Items] | |||
Allowable leverage ratio | 7 | ||
Revolving Credit Facility First Quarter 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Allowable leverage ratio | 4 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Dec. 26, 2020 | Dec. 28, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Discrete tax benefits related to share-based compensation awards | $ 0.3 | $ 0.9 |
Allocated Share-based Compensation Expense | 0.9 | 0.6 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 0.1 | 0.1 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.3 | 3.5 |
Proceeds from Stock Options Exercised | $ 0.4 | 1.4 |
Employee Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
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 | 10 years | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percentage of Target Level Achieved | 79.00% | |
Number of Shares Issued | 49 | |
Restricted Stock or Unit Expense | $ 0.7 | $ 0.6 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2.1 | |
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) | 900,000 |
STOCK-BASED COMPENSATION (Non-V
STOCK-BASED COMPENSATION (Non-Vested Performance-Based Restricted Stock Units) (Details) - Performance Shares [Member] shares in Thousands | 9 Months Ended |
Dec. 26, 2020$ / sharesshares | |
Performance Based Restricted Stock Awards Granted In April 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 15.65 |
Performance Based Restricted Stock Awards Granted In May 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 22 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 15.30 |
Estimated Level of Achievement | 55.00% |
Performance Based Restricted Stock Awards Granted In May 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 22 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 15.30 |
Performance Based Restricted Stock Awards Granted In October 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 8 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 20.81 |
Performance Based Restricted Stock Awards Granted In March 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 23 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23.50 |
Estimated Level of Achievement | 55.00% |
Performance Based Restricted Stock Awards Granted In March 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 23 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23.50 |
Performance Based Restricted Stock Awards Granted In August 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23 |
Performance Based Restricted Stock Awards Granted In March 2020 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 2 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 26.25 |
Performance Based Restricted Stock Awards Granted In July 2020 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 46 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 27.08 |
Performance Based Restricted Stock Awards Granted In September 2020 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 14 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 28.52 |
Performance Based Restricted Stock Awards Granted In September 2020 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 4 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 28.54 |
Performance Based Restricted Stock Awards Granted In September 2020 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 5 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 29.76 |
Performance Based Restricted Stock Awards Granted In September 2020 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 3 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 29.76 |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Options) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Dec. 26, 2020USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding as of March 28, 2020 | shares | 150 |
Granted | shares | 20 |
Exercised | shares | (30) |
Forfeited | shares | |
Redeemed | shares | |
Outstanding as of December 26, 2020 | shares | 140 |
Exercisable as of December 26, 2020 | shares | 85 |
Weighted Average Exercise Price Per Share | |
Outstanding as of March 28, 2020 | $ / shares | $ 14.63 |
Granted | $ / shares | 27.48 |
Exercised | $ / shares | 12.75 |
Forfeited | $ / shares | |
Redeemed | $ / shares | |
Outstanding as of December 26, 2020 | $ / shares | 16.87 |
Exercisable as of December 26, 2020 | $ / shares | $ 17.04 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding as of December 26, 2020 | 3 years |
Exercisable as of December 26, 2020 | 2 years |
Aggregate Intrinsic Value | |
Outstanding as of December 26, 2020 | $ | $ 2,263 |
Exercisable as of December 26, 2020 | $ | $ 1,788 |
SEGMENT INFORMATION (Narrative)
SEGMENT INFORMATION (Narrative) (Details) | 9 Months Ended |
Dec. 26, 2020item | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Dec. 26, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Dec. 26, 2020 | Dec. 28, 2019 | ||
Revenue: | |||||||||
Revenue | $ 44,062 | $ 43,179 | $ 124,573 | $ 127,337 | |||||
Gross Profit: | |||||||||
Gross Profit | 11,245 | 9,928 | 32,148 | 30,425 | |||||
Operating Expenses: | |||||||||
Operating Expenses | 8,726 | 7,837 | 25,587 | 23,317 | |||||
Operating Income: | |||||||||
Operating Income | 2,519 | 2,091 | 6,561 | 7,108 | |||||
Unallocated Amounts: | |||||||||
Interest and Other Expense, net | 219 | 194 | 779 | 776 | |||||
Provision for Income Taxes | 539 | 420 | 1,199 | 758 | |||||
Unallocated Amounts | 758 | 614 | 1,978 | 1,534 | |||||
Net Income | 1,761 | $ 2,024 | $ 798 | 1,477 | $ 2,379 | $ 1,718 | 4,583 | 5,574 | |
Service Segment [Member] | |||||||||
Revenue: | |||||||||
Revenue | 24,776 | 22,087 | 72,297 | 67,987 | |||||
Gross Profit: | |||||||||
Gross Profit | 6,915 | 4,866 | 20,884 | 16,250 | |||||
Operating Expenses: | |||||||||
Operating Expenses | [1] | 4,959 | 4,378 | 14,822 | 13,187 | ||||
Operating Income: | |||||||||
Operating Income | 563 | 488 | 6,062 | 3,063 | |||||
Distribution [Member] | |||||||||
Revenue: | |||||||||
Revenue | 19,286 | 21,092 | 52,276 | 59,350 | |||||
Gross Profit: | |||||||||
Gross Profit | 4,330 | 5,062 | 11,264 | 14,175 | |||||
Operating Expenses: | |||||||||
Operating Expenses | [1] | 3,767 | 3,459 | 10,765 | 10,130 | ||||
Operating Income: | |||||||||
Operating Income | $ 1,956 | $ 1,603 | $ 499 | $ 4,045 | |||||
[1] | Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and management’s estimates. |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) $ in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 28, 2019CAD ($) | Dec. 26, 2020CAD ($) | |
BioTek Services, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date of acquisition | Dec. 16, 2020 | |||||
Purchase price allocation description | 100% of the goodwill and intangible assets relating to the BioTek acquisition has been allocated to the Service segment. Intangible assets related to the BioTek 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. Amortization of goodwill related to the BioTek acquisition is deductible for tax purposes. | |||||
Purchase price held in escrow as holdback | $ 400 | |||||
Purchase price for business acquisition | $ 3,447 | $ 3,447 | ||||
TTE Laboratories, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Date of acquisition | Feb. 21, 2020 | |||||
Purchase price allocation description | 75% of the goodwill and intangible assets relating to the pipettes.com acquisition has been allocated to the Service segment with the remaining 25% allocated to the Distribution segment. Intangible assets related to the pipettes.com 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. Amortization of goodwill related to the pipettes.com acquisition is deductible for tax purposes. | |||||
Purchase price held in escrow as holdback | $ 1,200 | |||||
Purchase price for business acquisition | 12,231 | 12,231 | ||||
IIS [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price for business acquisition | $ 1.4 | |||||
Business acquisition, cash acquired | $ 1 | |||||
IIS [Member] | Software and Property and Equipment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price for business acquisition | 1 | |||||
IIS [Member] | Goodwill [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Purchase price for business acquisition | $ 0.3 | |||||
GRS [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Unpaid amounts for other holdbacks | 100 | 100 | ||||
Payments for other holdbacks | ||||||
Acquisition costs | $ 100 | $ 100 |
BUSINESS ACQUISITIONS (Purchase
BUSINESS ACQUISITIONS (Purchase Price Paid for Businesses Acquired) (Details) - USD ($) $ in Thousands | Dec. 26, 2020 | Mar. 28, 2020 |
Allocation of Purchase Price: | ||
Goodwill | $ 43,945 | $ 41,540 |
BioTek Services, Inc. [Member] | ||
Allocation of Purchase Price: | ||
Goodwill | 1,927 | |
Total | 3,093 | |
Plus: Current Assets | 406 | |
Non-Current Assets | 8 | |
Less: Current Liabilities | (60) | |
Total Purchase Price | 3,447 | |
TTE Laboratories, Inc. [Member] | ||
Allocation of Purchase Price: | ||
Goodwill | 6,751 | |
Total | 11,281 | |
Plus: Current Assets | 928 | |
Non-Current Assets | 261 | |
Less: Current Liabilities | (239) | |
Total Purchase Price | 12,231 | |
Customer Base & Contracts [Member] | BioTek Services, Inc. [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 1,066 | |
Customer Base & Contracts [Member] | TTE Laboratories, Inc. [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 4,410 | |
Covenant Not to Compete [Member] | BioTek Services, Inc. [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 100 | |
Covenant Not to Compete [Member] | TTE Laboratories, Inc. [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | $ 120 |
BUSINESS ACQUISITIONS (Proforma
BUSINESS ACQUISITIONS (Proforma Information for Business Acquisitions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Dec. 26, 2020 | Dec. 28, 2019 | |
Business Combinations [Abstract] | ||
Total Revenue | $ 126,121 | $ 135,115 |
Net Income | $ 4,843 | $ 6,493 |
Basic Earnings Per Share | $ 0.65 | $ 0.89 |
Diluted Earnings Per Share | $ 0.64 | $ 0.87 |