Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 25, 2021 | Jan. 28, 2022 | |
Cover [Abstract] | ||
Entity Central Index Key | 0000099302 | |
Current Fiscal Year End Date | --03-26 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 25, 2021 | |
Document Transition Report | false | |
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, $0.50 par value | |
Trading Symbol | TRNS | |
Name of Exchange on which Security is Registered | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 7,521,284 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | |
Total Revenue | $ 50,902 | $ 44,062 | $ 149,079 | $ 124,573 |
Total Cost of Revenue | 37,266 | 32,817 | 107,312 | 92,425 |
Gross Profit | 13,636 | 11,245 | 41,767 | 32,148 |
Selling, Marketing and Warehouse Expenses | 5,051 | 4,675 | 15,022 | 13,040 |
General and Administrative Expenses | 6,224 | 4,051 | 17,117 | 12,547 |
Total Operating Expenses | 11,275 | 8,726 | 32,139 | 25,587 |
Operating Income | 2,361 | 2,519 | 9,628 | 6,561 |
Interest and Other Expense, net | 136 | 219 | 581 | 779 |
Income Before Income Taxes | 2,225 | 2,300 | 9,047 | 5,782 |
Provision for Income Taxes | 596 | 539 | 715 | 1,199 |
Net Income | $ 1,629 | $ 1,761 | $ 8,332 | $ 4,583 |
Basic Earnings Per Share | $ 0.22 | $ 0.24 | $ 1.11 | $ 0.62 |
Average Shares Outstanding | 7,519 | 7,437 | 7,487 | 7,415 |
Diluted Earnings Per Share | $ 0.21 | $ 0.23 | $ 1.10 | $ 0.61 |
Average Shares Outstanding | 7,653 | 7,580 | 7,599 | 7,532 |
Service Revenue [Member] | ||||
Total Revenue | $ 30,237 | $ 24,776 | $ 87,338 | $ 72,297 |
Total Cost of Revenue | 21,254 | 17,861 | 59,891 | 51,413 |
Distribution Sales [Member] | ||||
Total Revenue | 20,665 | 19,286 | 61,741 | 52,276 |
Total Cost of Revenue | $ 16,012 | $ 14,956 | $ 47,421 | $ 41,012 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 1,629 | $ 1,761 | $ 8,332 | $ 4,583 |
Other Comprehensive (Loss) Income: | ||||
Currency Translation Adjustment | (233) | 251 | (314) | 505 |
Other, net of tax effects | 18 | 21 | 48 | 95 |
Total Other Comprehensive (Loss) Income | (215) | 272 | (266) | 600 |
Comprehensive Income | $ 1,414 | $ 2,033 | $ 8,066 | $ 5,183 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 25, 2021 | Mar. 27, 2021 |
Current Assets: | ||
Cash | $ 2,779 | $ 560 |
Accounts Receivable, less allowance for doubtful accounts of $505 and $526 as of December 25, 2021, and March 27, 2021, respectively | 34,702 | 33,950 |
Other Receivables | 628 | 428 |
Inventory, net | 13,868 | 11,636 |
Prepaid Expenses and Other Current Assets | 5,572 | 2,354 |
Total Current Assets | 57,549 | 48,928 |
Property and Equipment, net | 23,781 | 22,203 |
Goodwill | 59,133 | 43,272 |
Intangible Assets, net | 11,503 | 7,513 |
Right to Use Assets, net | 8,738 | 9,392 |
Other Assets | 896 | 808 |
Total Assets | 161,600 | 132,116 |
Current Liabilities: | ||
Accounts Payable | 12,965 | 12,276 |
Accrued Compensation and Other Liabilities | 9,514 | 10,417 |
Income Taxes Payable | 382 | |
Current Portion of Long-Term Debt | 2,140 | 2,067 |
Total Current Liabilities | 24,619 | 25,142 |
Long-Term Debt | 38,616 | 17,494 |
Deferred Tax Liabilities | 4,912 | 3,201 |
Lease Liabilities | 7,123 | 7,958 |
Other Liabilities | 3,432 | 3,243 |
Total Liabilities | 78,702 | 57,038 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,520,719 and 7,458,251 shares issued and outstanding as of December 25, 2021, and March 27, 2021, respectively | 3,760 | 3,729 |
Capital in Excess of Par Value | 23,452 | 19,287 |
Accumulated Other Comprehensive Loss | (717) | (451) |
Retained Earnings | 56,403 | 52,513 |
Total Shareholders' Equity | 82,898 | 75,078 |
Total Liabilities and Shareholders' Equity | $ 161,600 | $ 132,116 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 25, 2021 | Mar. 27, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $ 505 | $ 526 |
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 | 7,520,719 | 7,458,251 |
Common Stock, shares outstanding | 7,520,719 | 7,458,251 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 8,332 | $ 4,583 |
Adjustments to Reconcile Net Income to Net Cash Provided By Operating Activities: | ||
Net Loss on Disposal of Property and Equipment | 113 | 65 |
Deferred Income Taxes | 5 | 75 |
Depreciation and Amortization | 6,899 | 5,596 |
Provision for Accounts Receivable and Inventory Reserves | 417 | 699 |
Stock-Based Compensation | 1,681 | 875 |
Changes in Assets and Liabilities: | ||
Accounts Receivable and Other Receivables | 1,185 | 902 |
Inventory | (1,794) | 2,072 |
Prepaid Expenses and Other Assets | (3,280) | (678) |
Accounts Payable | 689 | (2,103) |
Accrued Compensation and Other Liabilities | (1,470) | 3,391 |
Income Taxes Payable | (399) | 170 |
Net Cash Provided by Operating Activities | 12,378 | 15,647 |
Cash Flows from Investing Activities: | ||
Purchases of Property and Equipment | (5,861) | (4,295) |
Proceeds from Sale of Property and Equipment | 12 | |
Business Acquisitions, net of cash acquired | (20,910) | (3,447) |
Net Cash Used in Investing Activities | (26,759) | (7,742) |
Cash Flows from Financing Activities: | ||
Proceeds from (Repayments of) Revolving Credit Facility, net | 22,760 | (4,504) |
Repayments of Term Loan | (1,565) | (1,477) |
Issuance of Common Stock | 1,354 | 649 |
Repurchase of Common Stock | (5,649) | (1,287) |
Net Cash Provided by (Used in) Financing Activities | 16,900 | (6,619) |
Effect of Exchange Rate Changes on Cash | (300) | (751) |
Net Increase in Cash | 2,219 | 535 |
Cash at Beginning of Period | 560 | 499 |
Cash at End of Period | 2,779 | 1,034 |
Cash paid during the period for: | ||
Interest | 531 | 679 |
Income Taxes, net | 3,263 | 1,018 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Common stock issued for NEXA acquisition | 2,368 | |
Assets acquired and liabilities assumed in business combinations: | ||
Accrued contingent consideration related to NEXA acquisition | $ 153 |
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 Income (Loss) [Member] | Retained Earnings [Member] | Total |
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 | ||||
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 | 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 | ||||
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 | ||||
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 | 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 | |||
Other Comprehensive Income | 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 | ||||
Balance at Mar. 27, 2021 | $ 3,729 | 19,287 | (451) | 52,513 | $ 75,078 |
Balance (in Shares) at Mar. 27, 2021 | 7,458,000 | 7,458,251 | |||
Issuance of Common Stock | $ 26 | 673 | $ 699 | ||
Issuance of Common Stock (in Shares) | 52,000 | ||||
Repurchase of Common Stock | $ (31) | (755) | (2,591) | (3,377) | |
Repurchase of Common Stock (in Shares) | (62,000) | ||||
Stock-Based Compensation | $ 10 | 427 | 437 | ||
Stock-Based Compensation (in Shares) | 21,000 | ||||
Other Comprehensive Income | 182 | 182 | |||
Net Income | 3,688 | 3,688 | |||
Balance at Jun. 26, 2021 | $ 3,734 | 19,632 | (269) | 53,610 | 76,707 |
Balance (in Shares) at Jun. 26, 2021 | 7,469,000 | ||||
Balance at Mar. 27, 2021 | $ 3,729 | 19,287 | (451) | 52,513 | $ 75,078 |
Balance (in Shares) at Mar. 27, 2021 | 7,458,000 | 7,458,251 | |||
Net Income | $ 8,332 | ||||
Balance at Dec. 25, 2021 | $ 3,760 | 23,452 | (717) | 56,403 | $ 82,898 |
Balance (in Shares) at Dec. 25, 2021 | 7,521,000 | 7,520,719 | |||
Balance at Jun. 26, 2021 | $ 3,734 | 19,632 | (269) | 53,610 | $ 76,707 |
Balance (in Shares) at Jun. 26, 2021 | 7,469,000 | ||||
Issuance of Common Stock | $ 36 | 2,871 | 2,907 | ||
Issuance of Common Stock (in Shares) | 72,000 | ||||
Repurchase of Common Stock | $ (18) | (403) | (1,851) | (2,272) | |
Repurchase of Common Stock (in Shares) | (35,000) | ||||
Stock-Based Compensation | $ 7 | 613 | 620 | ||
Stock-Based Compensation (in Shares) | 12,000 | ||||
Other Comprehensive Income | (233) | (233) | |||
Net Income | 3,015 | 3,015 | |||
Balance at Sep. 25, 2021 | $ 3,759 | 22,713 | (502) | 54,774 | 80,744 |
Balance (in Shares) at Sep. 25, 2021 | 7,518,000 | ||||
Issuance of Common Stock | $ 1 | 115 | 116 | ||
Issuance of Common Stock (in Shares) | 2,000 | ||||
Stock-Based Compensation | 624 | 624 | |||
Stock-Based Compensation (in Shares) | 1,000 | ||||
Other Comprehensive Income | (215) | (215) | |||
Net Income | 1,629 | 1,629 | |||
Balance at Dec. 25, 2021 | $ 3,760 | $ 23,452 | $ (717) | $ 56,403 | $ 82,898 |
Balance (in Shares) at Dec. 25, 2021 | 7,521,000 | 7,520,719 |
GENERAL
GENERAL | 9 Months Ended |
Dec. 25, 2021 | |
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 26, 2022 (“fiscal year 2022”) was immaterial. As of December 25, 2021, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, 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 25, 2021 and March 27, 2021 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 Irish and Canadian business transactions. The net foreign currency loss was less than $0.1 million in each of the first nine months of fiscal year 2022 and fiscal year 2021. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings denominated in Canadian dollars 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 less than $0.1 million during the first nine months of fiscal year 2022 and a gain of $0.1 million during the first nine months of fiscal year 2021, 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 25, 2021, the Company had a foreign exchange contract, which matured in January 2022, outstanding in the notional amount of $2.6 million. The foreign exchange contract was renewed in January 2022 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. Earnings Per Share: For each of the third quarter of fiscal years 2022 and 2021, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. For the first nine months of each of fiscal year 2022 and 2021, 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 (amounts in thousands): Third Quarter Ended Nine Months Ended December 25, December 26, December 25, December 26, 2021 2020 2021 2020 Average Shares Outstanding – Basic 7,519 7,437 7,487 7,415 Effect of Dilutive Common Stock Equivalents 134 143 112 117 Average Shares Outstanding – Diluted 7,653 7,580 7,599 7,532 Anti-dilutive Common Stock Equivalents - - 100 30 8 Table of Contents Goodwill and Intangible Assets: Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill and intangible assets is as follows (in thousands): Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 27, 2021 $ 11,458 $ 31,814 $ 43,272 $ 920 $ 6,593 $ 7,513 Additions - 15,980 15,980 - 6,690 6,690 Amortization - - - (204 ) (2,492 ) (2,696 ) Currency Translation Adjustment - (119 ) (119 ) - (4 ) (4 ) Net Book Value as of December 25, 2021 $ 11,458 $ 47,675 $ 59,133 $ 716 $ 10,787 $ 11,503 Recently Issued Accounting Pronouncements: |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Dec. 25, 2021 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 2 – LONG-TERM DEBT On July 7, 2021, we entered into the Second Amended and Restated Credit Facility Agreement (the “2021 Credit Agreement”) with Manufacturers and Traders Trust Company (“M&T”), that amended and restated in its entirety the Company’s Amended and Restated Credit Facility Agreement dated as of October 30, 2017, as amended by Amended and Restated Credit Facility Agreement Amendment 1 dated December 10, 2018 and Amended and Restated Credit Facility Agreement Amendment 2 (“Amendment Two”) dated May 18, 2020 (as amended, the “Prior Credit Agreement”). The 2021 Credit Agreement increased the revolving credit commitment (the “Revolving Credit Commitment”) from $40.0 million to $80.0 million, with a letter of credit subfacility increased from $2.0 million to $10.0 million, and extended the term of the Revolving Credit Commitment to June 2026 In addition, the 2021 Credit Agreement provides that, assuming no event of default, restricted payments up to $25.0 million (increased from $10.0 million in the Prior Credit Agreement) in the aggregate and $10.0 million (increased from $3.0 million in the Prior Credit Agreement) in any single fiscal year may be used by us to repurchase our shares and pay dividends. The 2021 Credit Agreement modified the leverage ratio and fixed charge coverage ratio covenants with which we are required to comply. The 2021 Credit Agreement also reduced the London Interbank Offered Rate (“LIBOR”) floor from 1.0% to 0.25% and included a mechanism for adoption of a different benchmark rate upon the discontinuation of LIBOR. The 2021 Credit Agreement also reduced the fixed interest rate on our term loan in the amount of $15.0 million (the “2018 Term Loan”) from 4.15% to 3.90%. 9 Table of Contents The 2021 Credit Agreement superseded in its entirety, the Prior Credit Agreement. Amendment Two to the Prior Credit Agreement had previously extended the term of the revolving credit facility to October 20, 2022 and increased the revolving credit commitment to $40 million. Amendment Two had 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 had 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 also had modified the leverage ratio and fixed charge coverage ratio covenants with which the Company was required to comply and limited capital expenditures to $5.5 million for fiscal year 2021. Amendment Two also had established a LIBOR floor of 1.0% and included a mechanism for adoption of a different benchmark rate in the event LIBOR was discontinued. As of December 25, 2021, $80.0 million was available under the revolving credit facility, of which $31.7 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. During the first nine months of fiscal year 2022, $20.9 million was used for business acquisitions. As of December 25, 2021, $9.1 million was outstanding on the 2018 Term Loan, of which $2.1 million was 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. Interest and Other Costs: Covenants: Pursuant to the Prior Credit Agreement, we were required to comply with a fixed charge ratio covenant and a leverage ratio covenant, which were modified by the 2021 Credit Agreement. The allowable leverage ratio under the Prior Credit Agreement for the second, third and fourth fiscal quarter of fiscal year 2021 and the first quarter of fiscal year 2022 was 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. The Prior Credit Agreement also had provided that the trailing twelve-month pro forma EBITDA of an acquired business was included in the allowable leverage calculation. After the first quarter of fiscal 2022, pursuant to the 2021 Credit Agreement, the allowable leverage ratio is a maximum multiple of 3.0. Other Terms: |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Dec. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 3 – STOCK-BASED COMPENSATION In September 2021, the Transcat, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) was approved by shareholders and became effective. The 2021 Plan replaced the Transcat, Inc. 2003 Incentive Plan (the “2003 Plan”). Shares available for grant under the 2021 Plan include any shares remaining available for issuance under the 2003 Plan and any shares that are subject to outstanding awards under the 2003 Plan that are subsequently canceled, expired, forfeited, or otherwise not issued or are settled in cash. The 2021 Plan provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At December 25, 2021, 0.7 million shares of common stock were available for future grant under the 2021 Plan. The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefits related to share-based compensation and stock option activity during the first nine months of fiscal year 2022 and 2021 were $1.7 million and $0.3 million, respectively. Restricted Stock Units: Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award. The Company achieved 64% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 30, 2019 and as a result, issued 19 thousand shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2022. The following table summarizes the non-vested restricted stock units outstanding as of December 25, 2021 (in thousands, except per unit data): Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit December 25, 2021 October 2018 October 2018 – September 2027 7 $ 20.81 Time Vested March 2019 April 2019 – March 2022 20 $ 23.50 80% of target level March 2019 April 2019 – March 2022 21 $ 23.50 Time Vested March 2020 April 2020 – March 2023 2 $ 26.25 Time Vested July 2020 July 2020 – March 2023 31 $ 27.08 Time Vested September 2020 September 2020 –July 2023 9 $ 28.54 Time Vested September 2020 September 2020 – September 2023 3 $ 29.76 Time Vested January 2021 January 2021 – January 2024 2 $ 34.62 Time Vested May 2021 May 2021 – May 2024 1 $ 54.21 Time Vested June 2021 June 2021 – May 2024 12 $ 53.17 100% of target level June 2021 June 2021 – May 2024 12 $ 53.17 Time Vested September 2021 September 2021 – September 2024 4 $ 67.76 Time Vested September 2021 September 2021 – September 2022 7 $ 66.09 Time Vested Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $1.2 million and $0.7 million in the first nine months of fiscal year 2022 and fiscal year 2021, respectively. As of December 25, 2021, unearned compensation, to be recognized over the grants’ respective service periods, totaled $2.4 million. 11 Table of Contents Stock Options: The following table summarizes the Company’s options as of and for the first nine months of fiscal year 2022: Weighted Weighted Average Average Remaining Number Exercise Contractual Aggregate of Price Per Term (in Intrinsic Shares Share years) Value Outstanding as of March 27, 2021 125 $ 15.47 Granted 125 $ 59.87 Exercised (85 ) $ 12.00 Forfeited (5 ) $ 24.30 Redeemed - Outstanding as of December 25, 2021 160 $ 51.72 9 $ 6,589 Exercisable as of December 25, 2021 2 $ 26.27 8 $ 133 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of fiscal year 2022 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on December 25, 2021. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock. Total expense related to stock options was $0.4 million during the first nine months of fiscal year 2022. Total expense related to stock options was $0.1 million during the first nine months of fiscal year 2021. Total unrecognized compensation cost related to non-vested stock options as of December 25, 2021 was $2.0 million, which is expected to be recognized over a period of five years. The aggregate intrinsic value of stock options exercised in the first nine months of fiscal years 2022 and 2021 was $6.9 million and $0.3 million, respectively. Cash received from the exercise of options in the first nine months of fiscal years 2022 and 2021 was $1.0 million and $0.4 million, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Dec. 25, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 4 – SEGMENT INFORMATION Transcat has two reportable segments: Service and Distribution. The Company has no inter-segment sales. The following table presents segment information for the third quarter and first nine months of fiscal years 2022 and 2021 (dollars in thousands): Third Quarter Ended Nine Months Ended December 25, December 26, December 25, December 26, 2021 2020 2021 2020 Revenue: Service $ 30,237 $ 24,776 $ 87,338 $ 72,297 Distribution 20,665 19,286 61,741 52,276 Total 50,902 44,062 149,079 124,573 Gross Profit: Service 8,983 6,915 27,447 20,884 Distribution 4,653 4,330 14,320 11,264 Total 13,636 11,245 41,767 32,148 Operating Expenses: Service (1) 7,322 4,959 20,165 14,822 Distribution (1) 3,953 3,767 11,974 10,765 Total 11,275 8,726 32,139 25,587 Operating Income: Service 1,661 1,956 7,282 6,062 Distribution 700 563 2,346 499 Total 2,361 2,519 9,628 6,561 Unallocated Amounts: Interest and Other Expense, net 136 219 581 779 Provision for Income Taxes 596 539 715 1,199 Total 732 758 1,296 1,978 Net Income $ 1,629 $ 1,761 $ 8,332 $ 4,583 (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. 25, 2021 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 5 – BUSINESS ACQUISITIONS Tangent: The purchase price for Tangent was approximately $9.0 million, all paid in cash, and is subject to certain customary holdback provisions and a portion of which was placed in escrow to secure the sellers’ obligations in the event that a key employee terminates employment with Tangent on or before the first anniversary of the closing of the transaction. The purchase price allocation has not been finalized, due to the timing of the acquisition date and the filing date of this Quarterly Report on Form 10-Q. Therefore, the allocation of the purchase price to the assets acquired and liabilities assumed, including values to be recognized for goodwill and other intangible assets, will be disclosed in the Annual Report on Form 10-K for the fiscal year ending March 26, 2022. The pro forma results of operations from the Tangent acquisition, will be disclosed in the Annual Report on Form 10-K for the fiscal year ending March 26, 2022. The goodwill related to Tangent is not expected to be deductible for income tax purposes. All of the goodwill and intangible assets relating to the Tangent acquisition will be allocated to the Service segment. NEXA: The NEXA goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All of the goodwill and intangible assets relating to the NEXA acquisition has been allocated to the Service segment. Intangible assets related to the NEXA acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to five years and are deductible for tax purposes. Amortization of goodwill related to the NEXA acquisition is not deductible for tax purposes. The total purchase price for NEXA was approximately $26.2 million and was paid with $23.9 million in cash and the issuance of 34,943 shares of our common stock valued at $2.4 million. Additionally, there are potential earn-out payments of up to $7.5 million over the four-year The purchase price allocation is subject to revision based upon our final review of intangible asset valuation assumptions, working capital adjustments and true-up of the fair value of the contingent consideration, assets acquired and liabilities assumed. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of NEXA’s assets and liabilities acquired on August 31, 2021 (in thousands): Goodwill $ 15,497 Intangible Assets – Customer Base & Contracts 5,600 Intangible Assets – Backlog 490 Intangible Assets – Covenant Not to Compete 600 22,187 Plus: Cash 3,732 Accounts Receivable 2,434 Non-Current Assets 38 Less: Current Liabilities (453 ) Deferred Tax Liability (1,706 ) Total Purchase Price $ 26,232 13 Table of Contents From the date of acquisition, NEXA has contributed revenue of $2.9 million and operating loss of $0.3 million, which includes the negative impact of amortization of the acquired intangible assets, for the first nine months of fiscal year 2022. Upstate Metrology: All of the goodwill related to the Upstate Metrology acquisition has been allocated to the Service segment. Amortization of goodwill related to the Upstate Metrology acquisition is deductible for tax purposes. The total purchase price for the assets of Upstate Metrology was approximately $0.9 million. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Upstate Metrology’s assets and liabilities acquired on April 29, 2021 (in thousands): Goodwill $ 483 Plus: Current Assets 189 Non-Current Assets 270 Less: Current Liabilities (11 ) Total Purchase Price $ 931 BioTek: All 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 for the assets of BioTek was approximately $3.5 million. $0.4 million of the purchase price has been put into escrow as a holdback for indemnification claims, if any. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of BioTek’s assets and liabilities acquired during the period presented (in thousands): Goodwill $ 1,063 Intangible Assets – Customer Base & Contracts 1,930 Intangible Assets – Covenant Not to Compete 100 3,093 Plus: Current Assets 406 Non-Current Assets 8 Total Purchase Price $ 3,507 14 Table of Contents 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 acquisitions of NEXA, Upstate Metrology and BioTek had occurred at the beginning of fiscal year 2021. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods. (Unaudited) (Unaudited) Quarter Ended Nine Months Ended (in thousands except per share information) December 26, 2020 December 25, 2021 December 26, 2020 Total Revenue $ 47,384 $ 153,011 $ 131,096 Net Income $ 3,129 $ 8,943 $ 5,998 Basic Earnings Per Share $ 0.42 $ 1.19 $ 0.81 Diluted Earnings Per Share $ 0.41 $ 1.18 $ 0.80 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 25, 2021, $0.2 million of contingent consideration and $0.1 million of other holdback amounts were unpaid and reflected in current liabilities on the Consolidated Balance Sheets. During the first nine months of fiscal year 2022 and fiscal year 2021, no contingent consideration or other holdback amounts were paid. During the first nine months of fiscal year 2022, acquisition costs of $0.9 million were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income. During the first nine months of fiscal year 2021, 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. 25, 2021 | |
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 26, 2022 (“fiscal year 2022”) was immaterial. As of December 25, 2021, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, 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 25, 2021 and March 27, 2021 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 Irish and Canadian business transactions. The net foreign currency loss was less than $0.1 million in each of the first nine months of fiscal year 2022 and fiscal year 2021. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings denominated in Canadian dollars 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 less than $0.1 million during the first nine months of fiscal year 2022 and a gain of $0.1 million during the first nine months of fiscal year 2021, 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 25, 2021, the Company had a foreign exchange contract, which matured in January 2022, outstanding in the notional amount of $2.6 million. The foreign exchange contract was renewed in January 2022 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. |
Earnings Per Share | Earnings Per Share: For each of the third quarter of fiscal years 2022 and 2021, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. For the first nine months of each of fiscal year 2022 and 2021, 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 (amounts in thousands): Third Quarter Ended Nine Months Ended December 25, December 26, December 25, December 26, 2021 2020 2021 2020 Average Shares Outstanding – Basic 7,519 7,437 7,487 7,415 Effect of Dilutive Common Stock Equivalents 134 143 112 117 Average Shares Outstanding – Diluted 7,653 7,580 7,599 7,532 Anti-dilutive Common Stock Equivalents - - 100 30 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets: Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill and intangible assets is as follows (in thousands): Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 27, 2021 $ 11,458 $ 31,814 $ 43,272 $ 920 $ 6,593 $ 7,513 Additions - 15,980 15,980 - 6,690 6,690 Amortization - - - (204 ) (2,492 ) (2,696 ) Currency Translation Adjustment - (119 ) (119 ) - (4 ) (4 ) Net Book Value as of December 25, 2021 $ 11,458 $ 47,675 $ 59,133 $ 716 $ 10,787 $ 11,503 |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: |
GENERAL (Tables)
GENERAL (Tables) | 9 Months Ended |
Dec. 25, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares | For each of the third quarter of fiscal years 2022 and 2021, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. For the first nine months of each of fiscal year 2022 and 2021, 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 (amounts in thousands): Third Quarter Ended Nine Months Ended December 25, December 26, December 25, December 26, 2021 2020 2021 2020 Average Shares Outstanding – Basic 7,519 7,437 7,487 7,415 Effect of Dilutive Common Stock Equivalents 134 143 112 117 Average Shares Outstanding – Diluted 7,653 7,580 7,599 7,532 Anti-dilutive Common Stock Equivalents - - 100 30 |
Schedule of Goodwill and Intangible Assets | Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill and intangible assets is as follows (in thousands): Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 27, 2021 $ 11,458 $ 31,814 $ 43,272 $ 920 $ 6,593 $ 7,513 Additions - 15,980 15,980 - 6,690 6,690 Amortization - - - (204 ) (2,492 ) (2,696 ) Currency Translation Adjustment - (119 ) (119 ) - (4 ) (4 ) Net Book Value as of December 25, 2021 $ 11,458 $ 47,675 $ 59,133 $ 716 $ 10,787 $ 11,503 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Dec. 25, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Units Award Activity | The Company achieved 64% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 30, 2019 and as a result, issued 19 thousand shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2022. The following table summarizes the non-vested restricted stock units outstanding as of December 25, 2021 (in thousands, except per unit data): Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit December 25, 2021 October 2018 October 2018 – September 2027 7 $ 20.81 Time Vested March 2019 April 2019 – March 2022 20 $ 23.50 80% of target level March 2019 April 2019 – March 2022 21 $ 23.50 Time Vested March 2020 April 2020 – March 2023 2 $ 26.25 Time Vested July 2020 July 2020 – March 2023 31 $ 27.08 Time Vested September 2020 September 2020 –July 2023 9 $ 28.54 Time Vested September 2020 September 2020 – September 2023 3 $ 29.76 Time Vested January 2021 January 2021 – January 2024 2 $ 34.62 Time Vested May 2021 May 2021 – May 2024 1 $ 54.21 Time Vested June 2021 June 2021 – May 2024 12 $ 53.17 100% of target level June 2021 June 2021 – May 2024 12 $ 53.17 Time Vested September 2021 September 2021 – September 2024 4 $ 67.76 Time Vested September 2021 September 2021 – September 2022 7 $ 66.09 Time Vested |
Schedule of Stock Options Activity | The following table summarizes the Company’s options as of and for the first nine months of fiscal year 2022: Weighted Weighted Average Average Remaining Number Exercise Contractual Aggregate of Price Per Term (in Intrinsic Shares Share years) Value Outstanding as of March 27, 2021 125 $ 15.47 Granted 125 $ 59.87 Exercised (85 ) $ 12.00 Forfeited (5 ) $ 24.30 Redeemed - Outstanding as of December 25, 2021 160 $ 51.72 9 $ 6,589 Exercisable as of December 25, 2021 2 $ 26.27 8 $ 133 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Dec. 25, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Transcat has two reportable segments: Service and Distribution. The Company has no inter-segment sales. The following table presents segment information for the third quarter and first nine months of fiscal years 2022 and 2021 (dollars in thousands): Third Quarter Ended Nine Months Ended December 25, December 26, December 25, December 26, 2021 2020 2021 2020 Revenue: Service $ 30,237 $ 24,776 $ 87,338 $ 72,297 Distribution 20,665 19,286 61,741 52,276 Total 50,902 44,062 149,079 124,573 Gross Profit: Service 8,983 6,915 27,447 20,884 Distribution 4,653 4,330 14,320 11,264 Total 13,636 11,245 41,767 32,148 Operating Expenses: Service (1) 7,322 4,959 20,165 14,822 Distribution (1) 3,953 3,767 11,974 10,765 Total 11,275 8,726 32,139 25,587 Operating Income: Service 1,661 1,956 7,282 6,062 Distribution 700 563 2,346 499 Total 2,361 2,519 9,628 6,561 Unallocated Amounts: Interest and Other Expense, net 136 219 581 779 Provision for Income Taxes 596 539 715 1,199 Total 732 758 1,296 1,978 Net Income $ 1,629 $ 1,761 $ 8,332 $ 4,583 (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. 25, 2021 | |
Business Acquisition [Line Items] | |
Schedule of Proforma Information | (Unaudited) (Unaudited) Quarter Ended Nine Months Ended (in thousands except per share information) December 26, 2020 December 25, 2021 December 26, 2020 Total Revenue $ 47,384 $ 153,011 $ 131,096 Net Income $ 3,129 $ 8,943 $ 5,998 Basic Earnings Per Share $ 0.42 $ 1.19 $ 0.81 Diluted Earnings Per Share $ 0.41 $ 1.18 $ 0.80 |
BioTek Services, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The total purchase price for the assets of BioTek was approximately $3.5 million. $0.4 million of the purchase price has been put into escrow as a holdback for indemnification claims, if any. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of BioTek’s assets and liabilities acquired during the period presented (in thousands): Goodwill $ 1,063 Intangible Assets – Customer Base & Contracts 1,930 Intangible Assets – Covenant Not to Compete 100 3,093 Plus: Current Assets 406 Non-Current Assets 8 Total Purchase Price $ 3,507 |
Upstate Metrology [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The total purchase price for the assets of Upstate Metrology was approximately $0.9 million. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Upstate Metrology’s assets and liabilities acquired on April 29, 2021 (in thousands): Goodwill $ 483 Plus: Current Assets 189 Non-Current Assets 270 Less: Current Liabilities (11 ) Total Purchase Price $ 931 |
Nexa [Member] | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The purchase price allocation is subject to revision based upon our final review of intangible asset valuation assumptions, working capital adjustments and true-up of the fair value of the contingent consideration, assets acquired and liabilities assumed. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of NEXA’s assets and liabilities acquired on August 31, 2021 (in thousands): Goodwill $ 15,497 Intangible Assets – Customer Base & Contracts 5,600 Intangible Assets – Backlog 490 Intangible Assets – Covenant Not to Compete 600 22,187 Plus: Cash 3,732 Accounts Receivable 2,434 Non-Current Assets 38 Less: Current Liabilities (453 ) Deferred Tax Liability (1,706 ) Total Purchase Price $ 26,232 |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | Mar. 27, 2021 | |
Accounting Policies [Abstract] | |||||
Investments | $ 0.4 | $ 0.4 | $ 0.4 | ||
Allocated Share-based Compensation Expense | 1.7 | $ 0.9 | |||
Foreign Currency Transaction Gain (Loss), Realized | (0.1) | (0.1) | |||
Foreign Currency Transaction Gain (Loss), Unrealized | 0.1 | $ 0.1 | |||
Derivative Asset, Notional Amount | $ 2.6 | $ 2.6 | |||
Dilutive Securities Effect Per Share on Earnings (in Dollars per share) | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.01) |
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. 25, 2021 | Dec. 26, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | |
Accounting Policies [Abstract] | ||||
Average Shares Outstanding - Basic | 7,519 | 7,437 | 7,487 | 7,415 |
Effect of Dilutive Common Stock Equivalents | 134 | 143 | 112 | 117 |
Average Shares Outstanding - Diluted | 7,653 | 7,580 | 7,599 | 7,532 |
Anti-dilutive Common Stock Equivalents | 100 | 30 |
GENERAL (Goodwill) (Details)
GENERAL (Goodwill) (Details) $ in Thousands | 9 Months Ended |
Dec. 25, 2021USD ($) | |
Goodwill [Line Items] | |
Net Book Value | $ 43,272 |
Additions | 15,980 |
Amortization | |
Currency Translation Adjustment | (119) |
Net Book Value | 59,133 |
Distribution [Member] | |
Goodwill [Line Items] | |
Net Book Value | 11,458 |
Additions | |
Amortization | |
Currency Translation Adjustment | |
Net Book Value | 11,458 |
Service Segment [Member] | |
Goodwill [Line Items] | |
Net Book Value | 31,814 |
Additions | 15,980 |
Amortization | |
Currency Translation Adjustment | (119) |
Net Book Value | $ 47,675 |
GENERAL (Intangible Assets) (De
GENERAL (Intangible Assets) (Details) $ in Thousands | 9 Months Ended |
Dec. 25, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Net Book Value | $ 7,513 |
Additions | 6,690 |
Amortization | (2,696) |
Currency Translation Adjustment | (4) |
Net Book Value | 11,503 |
Distribution [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Net Book Value | 920 |
Additions | |
Amortization | 204 |
Currency Translation Adjustment | |
Net Book Value | 716 |
Service Segment [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Net Book Value | 6,593 |
Additions | 6,690 |
Amortization | (2,492) |
Currency Translation Adjustment | (4) |
Net Book Value | $ 10,787 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 25, 2022USD ($) | Dec. 25, 2021USD ($) | Mar. 27, 2021USD ($) | |
Debt Instrument [Line Items] | |||
Current portion of loan outstanding | $ 2,140 | $ 2,067 | |
Leverage ratio | 1.47 | 0.94 | |
2018 Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of loan | $ 15,000 | ||
Loan outstanding | 9,100 | ||
Current portion of loan outstanding | 2,100 | ||
Monthly principal payments | 200 | ||
Amount available | 80,000 | ||
Amount outstanding | 31,700 | ||
Borrowings used for business acquisitions | $ 20,900 | ||
Interest rate for period | 4.15% | ||
2018 Term Loan [Member] | Forecast [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 3.90% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | |||
Debt Instrument [Line Items] | |||
Maturity date | Jun. 30, 2026 | ||
Additional aggregate purchase price | $ 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] | Subsequent Event [Member] | |||
Debt Instrument [Line Items] | |||
Acquisition aggregate purchase price | $ 50,000 | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | London Interbank Offered Rate [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 1.00% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | London Interbank Offered Rate [Member] | Forecast [Member] | |||
Debt Instrument [Line Items] | |||
Floor rate | 0.25% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 40,000 | ||
Credit subfacility increased | 2,000 | ||
Acquisition aggregate purchase price | $ 1,000 | ||
Fixed interest rate | 3.90% | ||
Interest rate for period | 1.00% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | Minimum [Member] | London Interbank Offered Rate [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 0.25% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 80,000 | ||
Credit subfacility increased | 10,000 | ||
Acquisition aggregate purchase price | $ 65,000 | ||
Fixed interest rate | 4.15% | ||
Interest rate for period | 2.20% | ||
Amended and Restated Credit Facility Agreement Amendment 2 [Member] | Maximum [Member] | London Interbank Offered Rate [Member] | |||
Debt Instrument [Line Items] | |||
Fixed interest rate | 1.00% | ||
Prior Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 40,000 | ||
Extended agreement date | Oct. 20, 2022 | ||
Prior Credit Agreement [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Restricted payments | $ 10,000 | ||
Prior Credit Agreement [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Restricted payments | 25,000 | ||
First Agreement [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Restricted payments | 3,000 | ||
First Agreement [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Restricted payments | $ 10,000 | ||
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 ($) shares in Thousands, $ in Millions | 9 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Discrete tax benefits related to share-based compensation awards | $ 1.7 | $ 0.3 |
Allocated Share-based Compensation Expense | 1.7 | 0.9 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | 0.4 | 0.1 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 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 | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 6.9 | 0.3 |
Proceeds from Stock Options Exercised | $ 1 | 0.4 |
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 | 64.00% | |
Number of Shares Issued | 19 | |
Restricted Stock or Unit Expense | $ 1.2 | $ 0.7 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2.4 | |
Two Thousand Twenty 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) | 700 |
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. 25, 2021$ / sharesshares | |
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 | 7 |
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 | 20 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23.50 |
Estimated Level of Achievement | 80.00% |
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 | 21 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23.50 |
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 | 31 |
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 | 9 |
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 | 3 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 29.76 |
Performance Based Restricted Stock Awards Granted In January 2021 [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 | $ 34.62 |
Performance Based Restricted Stock Awards Granted In May 2021 [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 | $ 54.21 |
Performance Based Restricted Stock Awards Granted In June 2021 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 12 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 53.17 |
Estimated Level of Achievement | 100.00% |
Performance Based Restricted Stock Awards Granted In June 2021 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 12 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 53.17 |
Performance Based Restricted Stock Awards Granted In September 2021 [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 | $ 67.76 |
Performance Based Restricted Stock Awards Granted In September 2021 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 7 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 66.09 |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Options) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Dec. 25, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding as of March 27, 2021 | 125 |
Granted | 125 |
Exercised | (85) |
Forfeited | (5) |
Redeemed | |
Outstanding as of December 25, 2021 | 160 |
Exercisable as of December 25, 2021 | 2 |
Weighted Average Exercise Price Per Share | |
Outstanding as of March 27 2021 | $ / shares | $ 15.47 |
Granted | $ / shares | 59.87 |
Exercised | $ / shares | 12 |
Forfeited | $ / shares | 24.30 |
Outstanding as of December 25, 2021 | $ / shares | 51.72 |
Exercisable as of December 25, 2021 | $ / shares | $ 26.27 |
Weighted Average Remaining Contractual Term (in years) | |
Outstanding as of December 25, 2021 | 9 years |
Exercisable as of December 25, 2021 | 8 years |
Aggregate Intrinsic Value | |
Outstanding as of December 25, 2021 | $ | $ 6,589 |
Exercisable as of December 25, 2021 | $ | $ 133 |
SEGMENT INFORMATION (Narrative)
SEGMENT INFORMATION (Narrative) (Details) | 9 Months Ended |
Dec. 25, 2021item | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Dec. 26, 2020 | Sep. 26, 2020 | Jun. 27, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | ||
Revenue: | |||||||||
Revenue | $ 50,902 | $ 44,062 | $ 149,079 | $ 124,573 | |||||
Gross Profit: | |||||||||
Gross Profit | 13,636 | 11,245 | 41,767 | 32,148 | |||||
Operating Expenses: | |||||||||
Operating Expenses | 11,275 | 8,726 | 32,139 | 25,587 | |||||
Operating Income: | |||||||||
Operating Income (Loss) | 2,361 | 2,519 | 9,628 | 6,561 | |||||
Unallocated Amounts: | |||||||||
Interest and Other Expense, net | 136 | 219 | 581 | 779 | |||||
Benefit from Income Taxes | 596 | 539 | 715 | 1,199 | |||||
Unallocated Amounts | 732 | 758 | 1,296 | 1,978 | |||||
Net Income | 1,629 | $ 3,015 | $ 3,688 | 1,761 | $ 2,024 | $ 798 | 8,332 | 4,583 | |
Service Segment [Member] | |||||||||
Revenue: | |||||||||
Revenue | 30,237 | 24,776 | 87,338 | 72,297 | |||||
Gross Profit: | |||||||||
Gross Profit | 8,983 | 6,915 | 27,447 | 20,884 | |||||
Operating Expenses: | |||||||||
Operating Expenses | [1] | 7,322 | 4,959 | 20,165 | 14,822 | ||||
Operating Income: | |||||||||
Operating Income (Loss) | 1,661 | 1,956 | 7,282 | 6,062 | |||||
Distribution [Member] | |||||||||
Revenue: | |||||||||
Revenue | 20,665 | 19,286 | 61,741 | 52,276 | |||||
Gross Profit: | |||||||||
Gross Profit | 4,653 | 4,330 | 14,320 | 11,264 | |||||
Operating Expenses: | |||||||||
Operating Expenses | [1] | 3,953 | 3,767 | 11,974 | 10,765 | ||||
Operating Income: | |||||||||
Operating Income (Loss) | $ 700 | $ 563 | $ 2,346 | $ 499 | |||||
[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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | |
Business Acquisition [Line Items] | ||||
Revenue contibution | $ 50,902 | $ 44,062 | $ 149,079 | $ 124,573 |
Operating loss | (2,361) | $ (2,519) | $ (9,628) | (6,561) |
Tangent [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Dec. 31, 2021 | |||
Purchase price allocation description | The purchase price allocation has not been finalized, due to the timing of the acquisition date and the filing date of this Quarterly Report on Form 10-Q. Therefore, the allocation of the purchase price to the assets acquired and liabilities assumed, including values to be recognized for goodwill and other intangible assets, will be disclosed in the Annual Report on Form 10-K for the fiscal year ending March 26, 2022. The pro forma results of operations from the Tangent acquisition, will be disclosed in the Annual Report on Form 10-K for the fiscal year ending March 26, 2022. The goodwill related to Tangent is not expected to be deductible for income tax purposes. All of the goodwill and intangible assets relating to the Tangent acquisition will be allocated to the Service segment. | |||
Cash paid for acquisition | $ 9,000 | |||
Nexa [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Aug. 31, 2021 | |||
Purchase price allocation description | The NEXA goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All of the goodwill and intangible assets relating to the NEXA acquisition has been allocated to the Service segment. Intangible assets related to the NEXA acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to five years and are deductible for tax purposes. Amortization of goodwill related to the NEXA acquisition is not deductible for tax purposes. | |||
Purchase price held in escrow as holdback | $ 100 | |||
Cash paid for acquisition | $ 23,900 | |||
Shares issue for acquisition | 34,943 | |||
Shares issue value assigned | $ 2,400 | |||
Eearn-out payments | 7,500 | $ 7,500 | ||
Number of years for earn-out payments | 4 years | |||
Revenue contibution | $ 2,900 | |||
Estimated fair value of contingent earn-out payments | 200 | 200 | ||
Nexa [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Operating loss | $ 300 | |||
Upstate Metrology [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Apr. 29, 2021 | |||
Purchase price allocation description | All of the goodwill related to the Upstate Metrology acquisition has been allocated to the Service segment. Amortization of goodwill related to the Upstate Metrology acquisition is deductible for tax purposes. | |||
BioTek Services, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Dec. 16, 2020 | |||
Purchase price allocation description | All 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 | |||
Unpaid amounts for other holdbacks | 100 | 100 | ||
Estimated fair value of contingent earn-out payments | $ 200 | 200 | ||
Acquisition costs | $ 900 | $ 100 |
BUSINESS ACQUISITIONS (Purchase
BUSINESS ACQUISITIONS (Purchase Price Paid for Businesses Acquired) (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Mar. 27, 2021 |
Allocation of Purchase Price: | ||
Goodwill | $ 59,133 | $ 43,272 |
Nexa [Member] | ||
Allocation of Purchase Price: | ||
Goodwill | 15,497 | |
Total | 22,187 | |
Plus: Cash | 3,732 | |
Accounts Receivable | 2,434 | |
Non-Current Assets | 38 | |
Less: Current Liabilities | (453) | |
Deferred Tax Liability | (1,706) | |
Total Purchase Price | 26,232 | |
Nexa [Member] | Customer Base & Contracts [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 5,600 | |
Nexa [Member] | Backlog [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 490 | |
Nexa [Member] | Covenant Not to Compete [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 600 | |
Upstate Metrology [Member] | ||
Allocation of Purchase Price: | ||
Goodwill | 483 | |
Plus: Current Assets | 189 | |
Non-Current Assets | 270 | |
Less: Current Liabilities | (11) | |
Total Purchase Price | 931 | |
BioTek Services, Inc. [Member] | ||
Allocation of Purchase Price: | ||
Goodwill | 1,063 | |
Total | 3,093 | |
Plus: Current Assets | 406 | |
Non-Current Assets | 8 | |
Total Purchase Price | 3,507 | |
BioTek Services, Inc. [Member] | Customer Base & Contracts [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 1,930 | |
BioTek Services, Inc. [Member] | Covenant Not to Compete [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | $ 100 |
BUSINESS ACQUISITIONS (Proforma
BUSINESS ACQUISITIONS (Proforma Information for Business Acquisitions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Dec. 26, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | |
Business Combinations [Abstract] | |||
Total Revenue | $ 47,384 | $ 153,011 | $ 131,096 |
Net Income | $ 3,129 | $ 8,943 | $ 5,998 |
Basic Earnings Per Share | $ 0.42 | $ 1.19 | $ 0.81 |
Diluted Earnings Per Share | $ 0.41 | $ 1.18 | $ 0.80 |