Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Dec. 23, 2023 | Jan. 26, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000099302 | |
Entity Registrant Name | TRANSCAT INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-25 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 23, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-03905 | |
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, $0.50 par value | |
Trading Symbol | TRNS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,829,127 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 23, 2023 | Dec. 24, 2022 | Dec. 23, 2023 | Dec. 24, 2022 | ||
Revenue | [1] | $ 65,166 | $ 57,402 | $ 188,568 | $ 168,502 |
Cost of Service Revenue | 44,230 | 41,002 | 128,797 | 119,297 | |
Gross Profit | 20,936 | 16,400 | 59,771 | 49,205 | |
Selling, Marketing and Warehouse Expenses | 7,519 | 6,595 | 20,844 | 18,315 | |
General and Administrative Expenses | 9,123 | 6,642 | 28,350 | 20,497 | |
Total Operating Expenses | 16,642 | 13,237 | 49,194 | 38,812 | |
Operating Income | 4,294 | 3,163 | 10,577 | 10,393 | |
Interest Expense | 81 | 731 | 1,785 | 1,651 | |
Interest Income | (347) | (5) | (347) | (15) | |
Other Income/Expense | 289 | 313 | 304 | 96 | |
Total Interest and Other | 23 | 1,039 | 1,742 | 1,732 | |
Income Before Income Taxes | 4,271 | 2,124 | 8,835 | 8,661 | |
Provision for Income Taxes | 923 | 523 | 2,078 | 1,631 | |
Net Income | $ 3,348 | $ 1,601 | $ 6,757 | $ 7,030 | |
Basic Earnings Per Share (in dollars per share) | $ 0.39 | $ 0.21 | $ 0.84 | $ 0.93 | |
Average Shares Outstanding (in shares) | 8,615 | 7,559 | 8,060 | 7,547 | |
Diluted Earnings Per Share (in dollars per share) | $ 0.38 | $ 0.21 | $ 0.83 | $ 0.92 | |
Average Shares Outstanding (in shares) | 8,752 | 7,666 | 8,187 | 7,644 | |
Service [Member] | |||||
Revenue | $ 41,509 | $ 35,977 | $ 122,793 | $ 105,120 | |
Cost of Service Revenue | 28,015 | 25,184 | 82,244 | 72,005 | |
Distribution Service [Member] | |||||
Revenue | 23,657 | 21,425 | 65,775 | 63,382 | |
Cost of Service Revenue | $ 16,215 | $ 15,818 | $ 46,553 | $ 47,292 | |
[1]Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 23, 2023 | Dec. 24, 2022 | Dec. 23, 2023 | Dec. 24, 2022 | |
Net Income | $ 3,348 | $ 1,601 | $ 6,757 | $ 7,030 |
Other Comprehensive Income (Loss): | ||||
Currency Translation Adjustment | 364 | 393 | 488 | (878) |
Other, net of tax effects of $3 and $2 for the third quarter ended December 23, 2023 and December 24, 2022, respectively; and $7 and $(4) for the nine months ended December 23, 2023 and December 24, 2022, respectively | 9 | 8 | 21 | (12) |
Total Other Comprehensive Income (Loss) | 373 | 401 | 509 | (890) |
Comprehensive Income | $ 3,721 | $ 2,002 | $ 7,266 | $ 6,140 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 23, 2023 | Dec. 24, 2022 | Dec. 23, 2023 | Dec. 24, 2022 | |
Other, tax effect | $ 3 | $ 2 | $ 7 | $ (4) |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Dec. 23, 2023 | Mar. 25, 2023 |
Current Assets: | ||
Cash and cash equivalents | $ 35,205 | $ 1,531 |
Accounts Receivable, less allowance for credit losses of $579 and $457 as of December 23, 2023 and March 25, 2023, respectively | 43,307 | 44,698 |
Other Receivables | 819 | 506 |
Inventory, net | 16,178 | 16,929 |
Prepaid Expenses and Other Current Assets | 3,295 | 3,935 |
Total Current Assets | 98,804 | 67,599 |
Property and Equipment, net | 37,222 | 29,064 |
Goodwill | 105,700 | 69,360 |
Intangible Assets, net | 21,459 | 13,799 |
Right To Use Assets, net | 16,834 | 14,876 |
Other Assets | 1,055 | 1,051 |
Total Assets | 281,074 | 195,749 |
Current Liabilities: | ||
Accounts Payable | 11,355 | 15,869 |
Accrued Compensation and Other Current Liabilities | 15,683 | 10,201 |
Current Portion of Long-Term Debt | 2,316 | 2,248 |
Total Current Liabilities | 29,354 | 28,318 |
Long-Term Debt | 2,411 | 46,869 |
Deferred Tax Liabilities, net | 10,855 | 6,538 |
Lease Liabilities | 14,457 | 12,960 |
Other Liabilities | 5,527 | 1,434 |
Total Liabilities | 62,604 | 96,119 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 8,828,515 and 7,562,604 shares issued and outstanding as of December 23, 2023 and March 25, 2023, respectively | 4,414 | 3,781 |
Capital in Excess of Par Value | 140,382 | 27,886 |
Accumulated Other Comprehensive Loss | (691) | (1,200) |
Retained Earnings | 74,365 | 69,163 |
Total Shareholders' Equity | 218,470 | 99,630 |
Total Liabilities and Shareholders' Equity | $ 281,074 | $ 195,749 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Dec. 23, 2023 | Mar. 25, 2023 |
Accounts Receivable, allowance for doubtful accounts | $ 579 | $ 457 |
Common stock, par value (in dollars per share) | $ 0.5 | $ 0.5 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 8,828,515 | 7,562,604 |
Common stock, shares outstanding (in shares) | 8,828,515 | 7,562,604 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 23, 2023 | Dec. 24, 2022 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 6,757 | $ 7,030 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Net Loss on Disposal of Property and Equipment | 24 | 62 |
Deferred Income Taxes | 42 | (52) |
Depreciation and Amortization | 9,841 | 8,243 |
Provision for Accounts Receivable and Inventory Reserves | 379 | 174 |
Stock-Based Compensation Expense | 3,338 | 2,757 |
Changes in Assets and Liabilities, net of acquisitions: | ||
Accounts Receivable and Other Receivables | 3,819 | 1,850 |
Inventory | 3,208 | (3,589) |
Prepaid Expenses and Other Current Assets | 728 | 1,074 |
Accounts Payable | (5,194) | (424) |
Accrued Compensation and Other Current Liabilities | 3,947 | (3,150) |
Net Cash Provided by Operating Activities | 26,889 | 13,975 |
Cash Flows from Investing Activities: | ||
Purchases of Property and Equipment | (9,099) | (7,149) |
Proceeds from Sale of Property and Equipment | 0 | 10 |
Business Acquisitions, net of cash acquired | (12,932) | (8,306) |
Net Cash Used in Investing Activities | (22,031) | (15,445) |
Cash Flows from Financing Activities: | ||
(Repayment of) Proceeds from Revolving Credit Facility, net | (42,713) | 2,286 |
Repayments of Term Loan | (1,678) | (1,570) |
Issuance of Common Stock, net of direct costs | 75,714 | 503 |
Repurchase of Common Stock | (2,247) | (437) |
Net Cash Provided by Financing Activities | 29,076 | 782 |
Effect of Exchange Rate Changes on Cash and cash equivalents | (260) | 885 |
Net Increase in Cash and cash equivalents | 33,674 | 197 |
Cash and cash equivalents at Beginning of Period | 1,531 | 1,396 |
Cash and cash equivalents at End of Period | 35,205 | 1,593 |
Supplemental Disclosure of Cash Flow Activity: | ||
Interest | 1,652 | 1,510 |
Income Taxes, net | 1,884 | 957 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Common stock issued for acquisitions | 34,769 | 145 |
Assets acquired and liabilities assumed in business combinations: | ||
Balance Sheet Reclassification of Property and Equipment, net to Inventory | 737 | 576 |
Alliance [Member] | ||
Assets acquired and liabilities assumed in business combinations: | ||
Accrued holdback and contingent consideration related to acquisitions | $ 4,859 | $ 518 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Mar. 26, 2022 | 7,529 | ||||
Balance at Mar. 26, 2022 | $ 3,765 | $ 23,900 | $ (233) | $ 58,744 | $ 86,176 |
Issuance of Common Stock (in shares) | 8 | ||||
Issuance of Common Stock | $ 3 | 363 | 0 | 0 | 366 |
Repurchase of Common Stock (in shares) | (7) | ||||
Repurchase of Common Stock | $ (3) | (164) | 0 | (270) | (437) |
Stock-Based Compensation (in shares) | 16 | ||||
Stock-Based Compensation | $ 8 | 820 | 0 | 0 | 828 |
Other Comprehensive Income (Loss) | 0 | 0 | (453) | 0 | (453) |
Net Income | 0 | 0 | 0 | 3,072 | 3,072 |
Balance at Jun. 25, 2022 | $ 3,773 | 24,919 | (686) | 61,546 | 89,552 |
Balance (in shares) at Jun. 25, 2022 | 7,546 | ||||
Balance (in shares) at Mar. 26, 2022 | 7,529 | ||||
Balance at Mar. 26, 2022 | $ 3,765 | 23,900 | (233) | 58,744 | 86,176 |
Net Income | 7,030 | ||||
Balance at Dec. 24, 2022 | $ 3,780 | 27,123 | (1,123) | 65,504 | 95,284 |
Balance (in shares) at Dec. 24, 2022 | 7,560 | ||||
Balance (in shares) at Jun. 25, 2022 | 7,546 | ||||
Balance at Jun. 25, 2022 | $ 3,773 | 24,919 | (686) | 61,546 | 89,552 |
Issuance of Common Stock (in shares) | 3 | ||||
Issuance of Common Stock | $ 2 | 141 | 0 | 0 | 143 |
Repurchase of Common Stock | $ 0 | 0 | 0 | 0 | 0 |
Stock-Based Compensation (in shares) | 9 | ||||
Stock-Based Compensation | $ 4 | 1,110 | 0 | 0 | 1,114 |
Other Comprehensive Income (Loss) | 0 | 0 | (838) | 0 | (838) |
Net Income | 0 | 0 | 0 | 2,357 | 2,357 |
Balance at Sep. 24, 2022 | $ 3,779 | 26,170 | (1,524) | 63,903 | 92,328 |
Balance (in shares) at Sep. 24, 2022 | 7,558 | ||||
Issuance of Common Stock (in shares) | 1 | ||||
Issuance of Common Stock | $ 0 | 139 | 0 | 0 | 139 |
Stock-Based Compensation (in shares) | 1 | ||||
Stock-Based Compensation | $ 1 | 814 | 0 | 0 | 815 |
Other Comprehensive Income (Loss) | 0 | 0 | 401 | 0 | 401 |
Net Income | 0 | 0 | 0 | 1,601 | 1,601 |
Balance at Dec. 24, 2022 | $ 3,780 | 27,123 | (1,123) | 65,504 | 95,284 |
Balance (in shares) at Dec. 24, 2022 | 7,560 | ||||
Balance (in shares) at Mar. 25, 2023 | 7,562 | ||||
Balance at Mar. 25, 2023 | $ 3,781 | 27,886 | (1,200) | 69,163 | 99,630 |
Issuance of Common Stock (in shares) | 82 | ||||
Issuance of Common Stock | $ 42 | 6,988 | 0 | 0 | 7,030 |
Repurchase of Common Stock (in shares) | (3) | ||||
Repurchase of Common Stock | $ (2) | (86) | 0 | (213) | (301) |
Stock-Based Compensation (in shares) | 2 | ||||
Stock-Based Compensation | $ 1 | 929 | 0 | 0 | 930 |
Other Comprehensive Income (Loss) | 0 | 0 | 482 | 0 | 482 |
Net Income | 0 | 0 | 0 | 2,949 | 2,949 |
Balance at Jun. 24, 2023 | $ 3,822 | 35,717 | (718) | 71,899 | 110,720 |
Balance (in shares) at Jun. 24, 2023 | 7,643 | ||||
Balance (in shares) at Mar. 25, 2023 | 7,562 | ||||
Balance at Mar. 25, 2023 | $ 3,781 | 27,886 | (1,200) | 69,163 | 99,630 |
Net Income | 6,757 | ||||
Balance at Dec. 23, 2023 | $ 4,414 | 140,382 | (691) | 74,365 | 218,470 |
Balance (in shares) at Dec. 23, 2023 | 8,829 | ||||
Balance (in shares) at Jun. 24, 2023 | 7,643 | ||||
Balance at Jun. 24, 2023 | $ 3,822 | 35,717 | (718) | 71,899 | 110,720 |
Issuance of Common Stock (in shares) | 313 | ||||
Issuance of Common Stock | $ 156 | 27,967 | 0 | 0 | 28,123 |
Repurchase of Common Stock (in shares) | (22) | ||||
Repurchase of Common Stock | $ (11) | (593) | 0 | (1,342) | (1,946) |
Stock-Based Compensation (in shares) | 44 | ||||
Stock-Based Compensation | $ 22 | 1,219 | 0 | 0 | 1,241 |
Other Comprehensive Income (Loss) | 0 | 0 | (346) | 0 | (346) |
Net Income | 0 | 0 | 0 | 460 | 460 |
Balance at Sep. 23, 2023 | $ 3,989 | 64,310 | (1,064) | 71,017 | 138,252 |
Balance (in shares) at Sep. 23, 2023 | 7,978 | ||||
Issuance of Common Stock (in shares) | 849 | ||||
Issuance of Common Stock | $ 424 | 80,229 | 0 | 0 | 80,653 |
Stock-Based Compensation (in shares) | 2 | ||||
Stock-Based Compensation | $ 1 | 1,166 | 0 | 0 | 1,167 |
Other Comprehensive Income (Loss) | 0 | 0 | 373 | 0 | 373 |
Net Income | 0 | 0 | 0 | 3,348 | 3,348 |
Balance at Dec. 23, 2023 | 4,414 | 140,382 | (691) | 74,365 | 218,470 |
Direct Costs of Stock Offering | $ 0 | $ (5,323) | $ 0 | $ 0 | $ (5,323) |
Balance (in shares) at Dec. 23, 2023 | 8,829 |
Note 1 - General
Note 1 - General | 9 Months Ended |
Dec. 23, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 GENERAL Description of Business: Basis of Presentation: 10 10 01 X not not March 25, 2023 2023 10 2023 Use of Estimates: not may Cash and Cash Equivalents: three Revenue Recognition: not Under Accounting Standards Codification (“ASC”) Topic 606, 30 90 Revenue recognized from prior period performance obligations for the third March 30, 2024 ( 2024 December 23, 2023 no one 606, December 23, 2023 March 25, 2023 4 Fair Value of Financial Instruments: three 1 2 3, no 1 December 23, 2023 March 25, 2023 Stock-Based Compensation: not first nine 2024 2023 Foreign Currency Translation and Transactions: Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency was a net loss of $0.1 million for each of the first nine 2024 2023 not first nine 2024 2023 December 23, 2023 January 2024, not Earnings Per Share: For the third 2024, third 2023, no first nine 2024 2023, Third Quarter Ended Nine Months Ended December 23, December 24, December 23, December 24, 2023 2022 2023 2022 Average Shares Outstanding – Basic 8,615 7,559 8,060 7,547 Effect of Dilutive Common Stock Equivalents 137 107 127 97 Average Shares Outstanding – Diluted 8,752 7,666 8,187 7,644 Anti-dilutive Common Stock Equivalents 37 148 46 163 Goodwill and Intangible Assets: fourth not two Intangible assets, namely customer base and covenants not may not Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 25, 2023 $ 11,458 $ 57,902 $ 69,360 $ 448 $ 13,351 $ 13,799 Additions 26,707 9,416 36,123 7,900 3,983 11,883 Amortization - - - (910 ) (3,317 ) (4,227 ) Currency Translation Adjustment - 217 217 - 4 4 Net Book Value as of December 23, 2023 $ 38,165 $ 67,535 $ 105,700 $ 7,438 $ 14,021 $ 21,459 Other Liabilities: (Unaudited) (Audited) December 23, March 25, 2023 2023 Current Liabilities: Accrued Payroll and Employee Benefits $ 4,056 $ 3,243 Accrued Incentives 3,095 2,507 Current Portion of Lease Liabilities 2,878 2,333 Accrued Acquisition Holdbacks 2,749 252 Accrued Contingent Consideration 1,029 - Other Current Liabilities 1,876 1,866 Accrued Compensation and Other Current Liabilities $ 15,683 $ 10,201 Non-Current Liabilities: Postretirement Benefit Obligation $ 1,238 $ 1,266 Accrued Acquisition Holdbacks 1,647 - Accrued Contingent Consideration 2,402 - Other Non-Current Liabilities 240 168 Other Liabilities $ 5,527 $ 1,434 Recently Adopted Accounting Pronouncements: June 2016, 2016 13, 326 not December 15, 2022. 2016 13 March 26, 2023. not |
Note 2 - Long-term Debt
Note 2 - Long-term Debt | 9 Months Ended |
Dec. 23, 2023 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | NOTE 2 LONG-TERM DEBT On July 7, 2021, The Credit Agreement provides for a revolving credit commitment (the “Revolving Credit Commitment”) of $80.0 million through June 2026, 2018 "2018 The Credit Agreement allows the Company to use up to $50.0 million under the Revolving Credit Commitment for acquisitions in any single fiscal year. The Credit Agreement restricts the Company's ability to complete acquisitions of businesses with a principal place of business located in the United Kingdom or the European Union to an aggregate purchase price of $40.0 million during the term of the Credit Agreement, if the acquisition is financed directly or indirectly with the Revolving Credit Commitment. Under the Credit Agreement, the Company may As of December 23, 2023 December 23, 2023, first nine 2024 As of December 23, 2023 2018 2018 December 2025. Interest and Other Costs: July 1, 2023, first nine 2024 2018 Covenants: 1.00, 1.00. first nine 2024 December 23, 2023 March 25, 2023 Other Terms: |
Note 3 - Stock-based Compensati
Note 3 - Stock-based Compensation | 9 Months Ended |
Dec. 23, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 3 STOCK-BASED COMPENSATION In September 2021, 2021 “2021 2021 2003 “2003 2021 2003 2003 not 2021 December 23, 2023 2021 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 2024 2023 Restricted Stock Units: third 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 following table summarizes the non-vested restricted stock units outstanding as of December 23, 2023 Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit December 23, 2023 October 2018 October 2018 – September 2028 6 $ 20.81 Time Vested June 2021 June 2021 – March 2024 10 $ 53.17 136% of target level June 2021 June 2021 – March 2024 11 $ 53.17 Time Vested September 2021 September 2021 – September 2024 4 $ 67.76 Time Vested January 2022 January 2022 – March 2024 1 $ 90.92 136% of target level January 2022 January 2022 – March 2024 1 $ 90.92 Time Vested January 2022 January 2022 – January 2025 1 $ 90.41 Time Vested March 2022 March 2022 – March 2025 1 $ 76.31 Time Vested May 2022 May 2022 – March 2025 11 $ 63.17 64% of target level May 2022 May 2022 – March 2025 12 $ 63.17 Time Vested August 2022 August 2022 – August 2025 1 $ 78.04 Time Vested December 2022 December 2022 – December 2025 1 $ 81.26 Time Vested December 2022 December 2022 – December 2025 1 $ 67.48 Time Vested May 2023 May 2023 – March 2026 10 $ 89.70 150% of target level May 2023 May 2023 – March 2026 11 $ 89.70 Time Vested May 2023 May 2023 – May 2026 19 $ 89.70 Time Vested August 2023 August 2023 – August 2024 6 $ 90.56 Time Vested September 2023 September 2023 – September 2024 4 $ 109.55 Time Vested Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $2.4 million and $1.7 million in the first nine 2024 2023 December 23, 2023 Stock Options: five five ten We calculate the fair value of the stock options granted using the Black-Scholes model. The following weighted-average assumptions were used to value options granted during the first three nine 2024 2023 Third Quarter Ended Nine Months Ended December 23, December 24, December 23, December 24, 2023 2022 2023 2022 Risk-Free Interest Rate 4.84 % N/A 4.09 % 2.65 % Volatility Factor 37.31 % N/A 37.12 % 37.62 % Expected Term (in Years) 6.50 N/A 6.30 4.58 Annual Dividend Rate 0.00 % N/A 0.00 % 0.00 % We calculate expected volatility for stock options by taking an average of historical volatility over the expected term. The computation of expected term was determined based on safe harbor rules, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant. We assume no expected dividends. Under FASB ASC Topic 718, During the first nine 2024 three five two five During the first nine 2023 three five The expense related to all stock option awards was $0.9 million in the first nine 2024 first nine 2023 The following table summarizes the Company’s options as of and for the first nine December 23, 2023 Weighted Weighted Average Average Number Exercise Remaining Aggregate Of Price Per Contractual Intrinsic Options Option Term (in years) Value Outstanding as of March 25, 2023 217 $ 56.25 Granted 37 $ 93.18 Exercised (4 ) $ 24.30 Forfeited (5 ) $ 68.13 Outstanding as of December 23, 2023 245 $ 62.06 6 $ 11,180 Exercisable as of December 23, 2023 82 $ 41.17 6 $ 4,984 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 2024 December 23, 2023 Total unrecognized compensation cost related to non-vested stock options as of December 23, 2023 three first nine 2024 first nine 2023 first nine 2024 2023 $0.1 |
Note 4 - Segment Information
Note 4 - Segment Information | 9 Months Ended |
Dec. 23, 2023 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 4 SEGMENT INFORMATION The basis for determining our operating segments is the manner in which financial information is used in monitoring our operations. Transcat has two no third first nine 2024 2023 Third Quarter Ended Nine Months Ended December 23, December 24, December 23, December 24, 2023 2022 2023 2022 Revenue: Service $ 41,509 $ 35,977 $ 122,793 $ 105,120 Distribution 23,657 21,425 65,775 63,382 Total 65,166 57,402 188,568 168,502 Gross Profit: Service 13,494 10,793 40,549 33,115 Distribution 7,442 5,607 19,222 16,090 Total 20,936 16,400 59,771 49,205 Operating Expenses: Service (1) 10,528 8,957 33,649 26,240 Distribution (1) 6,114 4,280 15,545 12,572 Total 16,642 13,237 49,194 38,812 Operating Income: Service 2,966 1,836 6,900 6,875 Distribution 1,328 1,327 3,677 3,518 Total 4,294 3,163 10,577 10,393 Unallocated Amounts: Interest and Other Expense, net 23 1,039 1,742 1,732 Provision for Income Taxes 923 523 2,078 1,631 Total 946 1,562 3,820 3,363 Net Income $ 3,348 $ 1,601 $ 6,757 $ 7,030 Geographic Data: Revenues to Unaffiliated Customers (2) United States (3) $ 59,090 $ 51,209 $ 170,466 $ 151,241 Canada 4,083 4,221 12,226 12,075 Other International 1,993 1,972 5,876 5,186 Total $ 65,166 $ 57,402 $ 188,568 $ 168,502 ( 1 Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates. ( 2 Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. ( 3 United States includes Puerto Rico. |
Note 5 - Business Acquisitions
Note 5 - Business Acquisitions | 9 Months Ended |
Dec. 23, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 5 BUSINESS ACQUISITIONS Axiom August 8, 2023, The Axiom goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not twelve not not The total purchase price for Axiom was approximately $38.6 million and was paid with $10.0 million in cash and the issuance of our common stock valued at $28.6 million. Pursuant to the asset purchase agreement, the Company held back approximately $3.9 million of the purchase price for certain potential post-closing adjustments. The purchase price allocation is subject to revision based upon our final review of tangible and intangible asset valuation assumptions, working capital adjustments, assets acquired, and liabilities assumed. The amount of goodwill changed since September 23, 2023 3 August 8, 2023 ( Goodwill $ 26,707 Intangible Assets – Customer Base & Contracts 7,900 34,607 Plus: Cash 37 Accounts Receivable 962 Inventory 1,796 Other Current Assets 84 Property and Equipment 4,965 Less: Current Liabilities (631 ) Deferred Tax Liability (3,256 ) Total Purchase Price $ 38,564 From the date of acquisition through the end of the third 2024, SteriQual: July 12, 2023, The SteriQual goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not fifteen not not The total purchase price for SteriQual was approximately $4.3 million and was paid by the issuance of our common stock. Pursuant to the asset purchase agreement, the Company held back approximately $0.9 million of the purchase price for certain potential post-closing adjustments. Pursuant to the asset purchase agreement, the purchase price is subject to reduction by $0.5 million if certain revenue targets are not July 12, 2024. December 23, 2023 not The purchase price allocation is subject to revision based upon our final review of intangible asset valuation assumptions, working capital adjustments, assets acquired, and liabilities assumed. The amount of goodwill changed since September 23, 2023 3 July 12, 2023 ( Goodwill $ 2,163 Intangible Assets – Customer Base & Contracts 1,062 Intangible Assets – Covenant Not to Compete 392 Intangible Assets – Sales Backlog 95 3,712 Plus: Accounts Receivable 666 Less: Current Liabilities (211 ) Deferred Tax Liability (383 ) Total Purchase Price $ 3,784 From the date of acquisition through the end of the third 2024, TIC-MS March 27, 2023, The TIC-MS goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not fifteen not not The total purchase price for TIC-MS was approximately $9.8 million and was paid with $2.9 million in cash, including $0.5 million placed in escrow for contingent consideration, certain post-closing adjustments and indemnification claims, if any, and the issuance of 77,387 shares of our common stock valued at $6.9 million. Pursuant to the asset purchase agreement, the purchase price will be subject to reduction by up to $0.5 million if a key customer relationship is not March 27, 2024. December 23, 2023, not The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 March 27, 2023 ( Goodwill $ 7,253 Intangible Assets – Customer Base & Contracts 2,303 Intangible Assets – Covenant Not to Compete 132 9,688 Plus: Accounts Receivable 499 Property and Equipment 356 Less: Current Liabilities (128 ) Deferred Tax Liability (636 ) Total Purchase Price $ 9,779 From the date of acquisition through the end of the third 2024, Elite February 2, 2023, All the goodwill related to the Elite acquisition has been allocated to the Service segment. Amortization of goodwill related to the Elite acquisition is deductible for tax purposes. The goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not The total purchase price for the assets of Elite was approximately $0.9 million, of which $0.8 million was paid in cash. Pursuant to the asset purchase agreement, the Company held back $0.1 million of the purchase price for certain potential post-closing adjustments. As of December 23, 2023, no 3 February 2, 2023 ( Goodwill $ 820 Plus: Accounts Receivable 62 Total Purchase Price $ 882 Since this operation was integrated immediately into our existing operations, its separate contributed revenue and operating income is undeterminable. Complete Calibrations September 28, 2022, All the goodwill related to the Complete Calibrations acquisition has been allocated to the Service segment. Amortization of goodwill related to the Complete Calibrations acquisition is not not The total purchase price paid for Complete Calibrations was approximately $1.2 million in cash. In connection with this transaction, the Company also entered into a Technology License Agreement with Calibration Robots Limited, an Irish company and related party to Complete Calibrations, for the use of their proprietary robotics in completing calibrations. The Technology License Agreement includes transactional royalties in the amount of 3 Euros ($3.19) per calibration performed by technology covered under this license agreement, with a royalty term of up to ten March 28, 2024. December 23, 2023. December 23, 2023, The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 September 28, 2022 ( Goodwill $ 1,123 Plus: Cash 10 Inventory 44 Total Purchase Price $ 1,177 During the first nine 2024, e2b September 27, 2022, e2b “e2b” The e2b not e2b e2b fifteen e2b The total purchase price paid for the assets of e2b third 2023, third 2024, December 23, 2023, The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 e2b’s September 27, 2022 ( Goodwill $ 1,367 Intangible Assets – Customer Base & Contracts 746 Intangible Assets – Covenant Not to Compete 396 2,509 Plus: Accounts Receivable 361 Other Current Assets 24 Property and Equipment 326 Less: Current Liabilities (121 ) Total Purchase Price $ 3,099 During the first nine 2024, e2b Alliance May 31, 2022, The Alliance goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not fifteen The purchase price for Alliance was approximately $4.7 million and was paid with $4.0 million in cash and the issuance of 2,284 shares of our common stock valued at $0.1 million. Pursuant to the asset purchase agreement, the Company held back $0.5 million of the purchase price for certain potential post-closing adjustments, and the purchase price would have been subject to reduction by $0.5 million if a key customer relationship was not first 2024, The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 May 31, 2022 ( Goodwill $ 1,783 Intangible Assets – Customer Base & Contracts 2,320 Intangible Assets – Covenant Not to Compete 114 4,217 Plus: Accounts Receivable 343 Property and Equipment 170 Less: Current Liabilities (27 ) Total Purchase Price $ 4,703 During the first nine 2024, NEXA August 31, 2021, September 11, 2023, August 31, 2021 ( Pursuant to the Purchase Agreement, the Sellers were entitled to potential earn-out payments in an aggregate amount of up to $7.5 million for the calendar years ending December 31, 2022, 2023, 2024, 2025 70% 25% 2022 not Pursuant to the Amendment, the Sellers are now entitled to potential earn-out payments in an aggregate amount of up to $7.1 million for the remaining Earn-Out Years ( 2023, 2024 2025 70% 150% 30 two may As of March 25, 2023, 3 September 23, 2023, 3 1 2 3 4 3 may September 23, 2023. December 23, 2023, 2023 2024 2025 December 23, 2023. no December 23, 2023. 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 Axiom, SteriQual, TIC-MS, Elite, Complete Calibrations, e2b 2023. not (Unaudited) (Unaudited) Third Quarter Ended Nine Months Ended (in thousands except per share information) December 23, 2023 December 24, 2022 December 23, 2023 December 24, 2022 Total Revenue $ 65,166 $ 62,868 $ 192,613 $ 186,276 Net Income $ 3,348 $ 1,383 $ 6,548 $ 5,801 Basic Earnings Per Share $ 0.39 $ 0.18 $ 0.81 $ 0.77 Diluted Earnings Per Share $ 0.38 $ 0.18 $ 0.80 $ 0.76 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 and at subsequent remeasurement periods, as applicable. As of December 23, 2023 first nine 2024 first nine 2023 During the first nine 2024 2023, |
Note 6 - Stock Offering
Note 6 - Stock Offering | 9 Months Ended |
Dec. 23, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 6 STOCK OFFERING On September 21, 2023, September 25, 2023 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 23, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | OTHER |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 23, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation: 10 10 01 X not not March 25, 2023 2023 10 2023 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: not may |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents: three |
Revenue [Policy Text Block] | Revenue Recognition: not Under Accounting Standards Codification (“ASC”) Topic 606, 30 90 Revenue recognized from prior period performance obligations for the third March 30, 2024 ( 2024 December 23, 2023 no one 606, December 23, 2023 March 25, 2023 4 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments: three 1 2 3, no 1 December 23, 2023 March 25, 2023 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation: not first nine 2024 2023 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions: Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency was a net loss of $0.1 million for each of the first nine 2024 2023 not first nine 2024 2023 December 23, 2023 January 2024, not |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share: For the third 2024, third 2023, no first nine 2024 2023, Third Quarter Ended Nine Months Ended December 23, December 24, December 23, December 24, 2023 2022 2023 2022 Average Shares Outstanding – Basic 8,615 7,559 8,060 7,547 Effect of Dilutive Common Stock Equivalents 137 107 127 97 Average Shares Outstanding – Diluted 8,752 7,666 8,187 7,644 Anti-dilutive Common Stock Equivalents 37 148 46 163 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets: fourth not two Intangible assets, namely customer base and covenants not may not Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 25, 2023 $ 11,458 $ 57,902 $ 69,360 $ 448 $ 13,351 $ 13,799 Additions 26,707 9,416 36,123 7,900 3,983 11,883 Amortization - - - (910 ) (3,317 ) (4,227 ) Currency Translation Adjustment - 217 217 - 4 4 Net Book Value as of December 23, 2023 $ 38,165 $ 67,535 $ 105,700 $ 7,438 $ 14,021 $ 21,459 |
Other Liabilities Policy [Policy Text Block] | Other Liabilities: (Unaudited) (Audited) December 23, March 25, 2023 2023 Current Liabilities: Accrued Payroll and Employee Benefits $ 4,056 $ 3,243 Accrued Incentives 3,095 2,507 Current Portion of Lease Liabilities 2,878 2,333 Accrued Acquisition Holdbacks 2,749 252 Accrued Contingent Consideration 1,029 - Other Current Liabilities 1,876 1,866 Accrued Compensation and Other Current Liabilities $ 15,683 $ 10,201 Non-Current Liabilities: Postretirement Benefit Obligation $ 1,238 $ 1,266 Accrued Acquisition Holdbacks 1,647 - Accrued Contingent Consideration 2,402 - Other Non-Current Liabilities 240 168 Other Liabilities $ 5,527 $ 1,434 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements: June 2016, 2016 13, 326 not December 15, 2022. 2016 13 March 26, 2023. not |
Note 1 - General (Tables)
Note 1 - General (Tables) | 9 Months Ended |
Dec. 23, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Third Quarter Ended Nine Months Ended December 23, December 24, December 23, December 24, 2023 2022 2023 2022 Average Shares Outstanding – Basic 8,615 7,559 8,060 7,547 Effect of Dilutive Common Stock Equivalents 137 107 127 97 Average Shares Outstanding – Diluted 8,752 7,666 8,187 7,644 Anti-dilutive Common Stock Equivalents 37 148 46 163 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 25, 2023 $ 11,458 $ 57,902 $ 69,360 $ 448 $ 13,351 $ 13,799 Additions 26,707 9,416 36,123 7,900 3,983 11,883 Amortization - - - (910 ) (3,317 ) (4,227 ) Currency Translation Adjustment - 217 217 - 4 4 Net Book Value as of December 23, 2023 $ 38,165 $ 67,535 $ 105,700 $ 7,438 $ 14,021 $ 21,459 |
Schedule of Accrued Liabilities [Table Text Block] | (Unaudited) (Audited) December 23, March 25, 2023 2023 Current Liabilities: Accrued Payroll and Employee Benefits $ 4,056 $ 3,243 Accrued Incentives 3,095 2,507 Current Portion of Lease Liabilities 2,878 2,333 Accrued Acquisition Holdbacks 2,749 252 Accrued Contingent Consideration 1,029 - Other Current Liabilities 1,876 1,866 Accrued Compensation and Other Current Liabilities $ 15,683 $ 10,201 Non-Current Liabilities: Postretirement Benefit Obligation $ 1,238 $ 1,266 Accrued Acquisition Holdbacks 1,647 - Accrued Contingent Consideration 2,402 - Other Non-Current Liabilities 240 168 Other Liabilities $ 5,527 $ 1,434 |
Note 3 - Stock-based Compensa_2
Note 3 - Stock-based Compensation (Tables) | 9 Months Ended |
Dec. 23, 2023 | |
Notes Tables | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit December 23, 2023 October 2018 October 2018 – September 2028 6 $ 20.81 Time Vested June 2021 June 2021 – March 2024 10 $ 53.17 136% of target level June 2021 June 2021 – March 2024 11 $ 53.17 Time Vested September 2021 September 2021 – September 2024 4 $ 67.76 Time Vested January 2022 January 2022 – March 2024 1 $ 90.92 136% of target level January 2022 January 2022 – March 2024 1 $ 90.92 Time Vested January 2022 January 2022 – January 2025 1 $ 90.41 Time Vested March 2022 March 2022 – March 2025 1 $ 76.31 Time Vested May 2022 May 2022 – March 2025 11 $ 63.17 64% of target level May 2022 May 2022 – March 2025 12 $ 63.17 Time Vested August 2022 August 2022 – August 2025 1 $ 78.04 Time Vested December 2022 December 2022 – December 2025 1 $ 81.26 Time Vested December 2022 December 2022 – December 2025 1 $ 67.48 Time Vested May 2023 May 2023 – March 2026 10 $ 89.70 150% of target level May 2023 May 2023 – March 2026 11 $ 89.70 Time Vested May 2023 May 2023 – May 2026 19 $ 89.70 Time Vested August 2023 August 2023 – August 2024 6 $ 90.56 Time Vested September 2023 September 2023 – September 2024 4 $ 109.55 Time Vested |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Third Quarter Ended Nine Months Ended December 23, December 24, December 23, December 24, 2023 2022 2023 2022 Risk-Free Interest Rate 4.84 % N/A 4.09 % 2.65 % Volatility Factor 37.31 % N/A 37.12 % 37.62 % Expected Term (in Years) 6.50 N/A 6.30 4.58 Annual Dividend Rate 0.00 % N/A 0.00 % 0.00 % |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Average Average Number Exercise Remaining Aggregate Of Price Per Contractual Intrinsic Options Option Term (in years) Value Outstanding as of March 25, 2023 217 $ 56.25 Granted 37 $ 93.18 Exercised (4 ) $ 24.30 Forfeited (5 ) $ 68.13 Outstanding as of December 23, 2023 245 $ 62.06 6 $ 11,180 Exercisable as of December 23, 2023 82 $ 41.17 6 $ 4,984 |
Note 4 - Segment Information (T
Note 4 - Segment Information (Tables) | 9 Months Ended |
Dec. 23, 2023 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Third Quarter Ended Nine Months Ended December 23, December 24, December 23, December 24, 2023 2022 2023 2022 Revenue: Service $ 41,509 $ 35,977 $ 122,793 $ 105,120 Distribution 23,657 21,425 65,775 63,382 Total 65,166 57,402 188,568 168,502 Gross Profit: Service 13,494 10,793 40,549 33,115 Distribution 7,442 5,607 19,222 16,090 Total 20,936 16,400 59,771 49,205 Operating Expenses: Service (1) 10,528 8,957 33,649 26,240 Distribution (1) 6,114 4,280 15,545 12,572 Total 16,642 13,237 49,194 38,812 Operating Income: Service 2,966 1,836 6,900 6,875 Distribution 1,328 1,327 3,677 3,518 Total 4,294 3,163 10,577 10,393 Unallocated Amounts: Interest and Other Expense, net 23 1,039 1,742 1,732 Provision for Income Taxes 923 523 2,078 1,631 Total 946 1,562 3,820 3,363 Net Income $ 3,348 $ 1,601 $ 6,757 $ 7,030 Geographic Data: Revenues to Unaffiliated Customers (2) United States (3) $ 59,090 $ 51,209 $ 170,466 $ 151,241 Canada 4,083 4,221 12,226 12,075 Other International 1,993 1,972 5,876 5,186 Total $ 65,166 $ 57,402 $ 188,568 $ 168,502 |
Note 5 - Business Acquisitions
Note 5 - Business Acquisitions (Tables) | 9 Months Ended |
Dec. 23, 2023 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Goodwill $ 26,707 Intangible Assets – Customer Base & Contracts 7,900 34,607 Plus: Cash 37 Accounts Receivable 962 Inventory 1,796 Other Current Assets 84 Property and Equipment 4,965 Less: Current Liabilities (631 ) Deferred Tax Liability (3,256 ) Total Purchase Price $ 38,564 Goodwill $ 2,163 Intangible Assets – Customer Base & Contracts 1,062 Intangible Assets – Covenant Not to Compete 392 Intangible Assets – Sales Backlog 95 3,712 Plus: Accounts Receivable 666 Less: Current Liabilities (211 ) Deferred Tax Liability (383 ) Total Purchase Price $ 3,784 Goodwill $ 7,253 Intangible Assets – Customer Base & Contracts 2,303 Intangible Assets – Covenant Not to Compete 132 9,688 Plus: Accounts Receivable 499 Property and Equipment 356 Less: Current Liabilities (128 ) Deferred Tax Liability (636 ) Total Purchase Price $ 9,779 Goodwill $ 820 Plus: Accounts Receivable 62 Total Purchase Price $ 882 Goodwill $ 1,123 Plus: Cash 10 Inventory 44 Total Purchase Price $ 1,177 Goodwill $ 1,367 Intangible Assets – Customer Base & Contracts 746 Intangible Assets – Covenant Not to Compete 396 2,509 Plus: Accounts Receivable 361 Other Current Assets 24 Property and Equipment 326 Less: Current Liabilities (121 ) Total Purchase Price $ 3,099 Goodwill $ 1,783 Intangible Assets – Customer Base & Contracts 2,320 Intangible Assets – Covenant Not to Compete 114 4,217 Plus: Accounts Receivable 343 Property and Equipment 170 Less: Current Liabilities (27 ) Total Purchase Price $ 4,703 |
Business Acquisition, Pro Forma Information [Table Text Block] | (Unaudited) (Unaudited) Third Quarter Ended Nine Months Ended (in thousands except per share information) December 23, 2023 December 24, 2022 December 23, 2023 December 24, 2022 Total Revenue $ 65,166 $ 62,868 $ 192,613 $ 186,276 Net Income $ 3,348 $ 1,383 $ 6,548 $ 5,801 Basic Earnings Per Share $ 0.39 $ 0.18 $ 0.81 $ 0.77 Diluted Earnings Per Share $ 0.38 $ 0.18 $ 0.80 $ 0.76 |
Note 1 - General (Details Textu
Note 1 - General (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Dec. 23, 2023 | Dec. 23, 2023 | Dec. 24, 2022 | Sep. 30, 2023 | Mar. 25, 2023 | |
Investments | $ 0.2 | $ 0.2 | $ 0.2 | ||
Share-Based Payment Arrangement, Expense | 3.3 | $ 2.8 | |||
Realized Gain (Loss), Foreign Currency Transaction, before Tax | 0.1 | ||||
Unrealized Gain (Loss), Foreign Currency Transaction, before Tax | $ 0.1 | $ 0.3 | |||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.5 | $ 0.5 | $ 0.5 | $ 0.5 | |
Dilutive Securities, Effect Per Share on Earnings (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Foreign Exchange Contract [Member] | |||||
Derivative Asset, Notional Amount | $ 2 | $ 2 |
Note 1 - General - Computation
Note 1 - General - Computation of Basic and Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 23, 2023 | Dec. 24, 2022 | Dec. 23, 2023 | Dec. 24, 2022 | |
Average Shares Outstanding – Basic (in shares) | 8,615 | 7,559 | 8,060 | 7,547 |
Effect of Dilutive Common Stock Equivalents (in shares) | 137 | 107 | 127 | 97 |
Average Shares Outstanding – Diluted (in shares) | 8,752 | 7,666 | 8,187 | 7,644 |
Anti-dilutive Common Stock Equivalents (in shares) | 37 | 148 | 46 | 163 |
Note 1 - General - Summary of C
Note 1 - General - Summary of Changes in Goodwill and Intangible Assets (Details) $ in Thousands | 9 Months Ended |
Dec. 23, 2023 USD ($) | |
Net Book Value, goodwill | $ 69,360 |
Net Book Value, intangible assets | 13,799 |
Additions, goodwill | 36,123 |
Additions, intangible assets | 11,883 |
Amortization, goodwill | 0 |
Amortization, intangible assets | (4,227) |
Currency Translation Adjustment, goodwill | 217 |
Currency Translation Adjustment, intangible assets | 4 |
Net Book Value, goodwill | 105,700 |
Net Book Value, intangible assets | 21,459 |
Distribution Segment [Member] | |
Net Book Value, goodwill | 11,458 |
Net Book Value, intangible assets | 448 |
Additions, goodwill | 26,707 |
Additions, intangible assets | 7,900 |
Amortization, goodwill | 0 |
Amortization, intangible assets | (910) |
Currency Translation Adjustment, goodwill | 0 |
Currency Translation Adjustment, intangible assets | 0 |
Net Book Value, goodwill | 38,165 |
Net Book Value, intangible assets | 7,438 |
Service Segment [Member] | |
Net Book Value, goodwill | 57,902 |
Net Book Value, intangible assets | 13,351 |
Additions, goodwill | 9,416 |
Additions, intangible assets | 3,983 |
Amortization, goodwill | 0 |
Amortization, intangible assets | (3,317) |
Currency Translation Adjustment, goodwill | 217 |
Currency Translation Adjustment, intangible assets | 4 |
Net Book Value, goodwill | 67,535 |
Net Book Value, intangible assets | $ 14,021 |
Note 1 - General - Summary of L
Note 1 - General - Summary of Liabilities Current and Non-current (Details) - USD ($) $ in Thousands | Dec. 23, 2023 | Mar. 25, 2023 |
Accrued Payroll and Employee Benefits | $ 4,056 | $ 3,243 |
Accrued Incentives | 3,095 | 2,507 |
Current Portion of Lease Liabilities | 2,878 | 2,333 |
Accrued Acquisition Holdbacks | 2,749 | 252 |
Accrued Contingent Consideration | 1,029 | 0 |
Other Current Liabilities | 1,876 | 1,866 |
Accrued Compensation and Other Current Liabilities | 15,683 | 10,201 |
Postretirement Benefit Obligation | 1,238 | 1,266 |
Accrued Acquisition Holdbacks | 1,647 | 0 |
Accrued Contingent Consideration | 2,402 | 0 |
Other Non-Current Liabilities | 240 | 168 |
Other Liabilities | $ 5,527 | $ 1,434 |
Note 2 - Long-term Debt (Detail
Note 2 - Long-term Debt (Details Textual) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Dec. 23, 2023 USD ($) | Mar. 25, 2023 USD ($) | Jun. 24, 2023 USD ($) | Sep. 26, 2021 | Jul. 07, 2021 USD ($) | May 18, 2020 USD ($) | |
Long-Term Debt, Current Maturities | $ 2,316 | $ 2,248 | ||||
The 2018 Term Loan [Member] | ||||||
Debt Instrument, Face Amount | $ 15,000 | |||||
Long-Term Debt, Current Maturities | 2,300 | |||||
Debt Instrument, Periodic Payment, Total | 200 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 3.90% | |||||
Revolving Credit Facility [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 80,000 | |||||
Debt Instrument, Covenant, Restriction to Repurchase Shares and Pay Dividends, Aggregate | 10,000 | $ 25,000 | ||||
Line of Credit Facility, Current Borrowing Capacity | 80,000 | |||||
Long-Term Line of Credit | 0 | |||||
Business Acquisition, Transaction Costs | 12,900 | |||||
Long-Term Debt | $ 4,700 | |||||
LIBOR Floor | 0.25% | |||||
Debt Instrument, Covenant, Maximum Fixed Charge Ratio | 1.15 | |||||
Debt Instrument, Covenant, Maximum Total Leverage Ratio | 3 | |||||
Total Leverage Ratio | 0.12 | 1.6 | ||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Debt Instrument, Permitted Acquisition, Aggregate Purchase Price | $ 50,000 | |||||
Debt Instrument, Permitted Acquisition, Additional Aggregate Purchase Price | $ 40,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 7.10% | |||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.40% | |||||
Letter of Credit [Member] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 |
Note 3 - Stock-based Compensa_3
Note 3 - Stock-based Compensation (Details Textual) - USD ($) Pure in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | |
Dec. 23, 2023 | Dec. 23, 2023 | Dec. 24, 2022 | |
Share-Based Payment Arrangement, Expense, Tax Benefit | $ 0.7 | $ 0.5 | |
Share-Based Payment Arrangement, Expense | $ 3.3 | 2.8 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 37,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.3 | 0.2 | |
Proceeds from Stock Options Exercised | $ 0.1 | $ 0.1 | |
Board of Directors Member [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 5 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 10,000 | ||
Director [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 5 years | 5 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 20,000 | 10,000 | |
Each Board of Directors Member [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 10,000 | ||
Performance-based Restricted Stock Units [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||
Restricted Stock Units (RSUs) [Member] | |||
Share-Based Payment Arrangement, Expense | $ 2.4 | $ 1.7 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4.4 | $ 4.4 | |
Share-Based Payment Arrangement, Option [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 5 years | 3 years | |
Share-Based Payment Arrangement, Expense | $ 0.9 | $ 1.1 | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2.4 | $ 2.4 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% | 0% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 46,000 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years | ||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 7,000 | ||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | ||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | ||
The 2021 Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 600,000 | 600,000 |
Note 3 - Stock-based Compensa_4
Note 3 - Stock-based Compensation - Summary of Non-vested Restricted Stock Units (Details) - Performance-based Restricted Stock Units [Member] shares in Thousands | Dec. 23, 2023 $ / shares shares |
October 2018 [Member] | |
Total number of units outstanding (in shares) | shares | 6 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 20.81 |
July 2020 [Member] | |
Total number of units outstanding (in shares) | shares | 10 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 53.17 |
September 2020, First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 11 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 53.17 |
September 2020, Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 4 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 67.76 |
September 2020, Third Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 90.92 |
June 2021, First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 90.92 |
June 2021, Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 90.41 |
September 2021 [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 76.31 |
January 2022, First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 11 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 63.17 |
January 2022, Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 12 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 63.17 |
January 2022, Third Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 78.04 |
March 2022 [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 81.26 |
May 2022, First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 67.48 |
May 2022, Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 10 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 89.7 |
August 2022 Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 11 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 89.7 |
September 2022 [Member] | |
Total number of units outstanding (in shares) | shares | 19 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 89.7 |
December 2022 First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 6 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 90.56 |
December 2022 Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 4 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 109.55 |
Note 3 - Stock-based Compensa_5
Note 3 - Stock-based Compensation - Weighted Average Assumptions (Details) | 3 Months Ended | 9 Months Ended | |
Dec. 23, 2023 | Dec. 23, 2023 | Dec. 24, 2022 | |
Annual Dividend Rate | 0% | ||
Share-Based Payment Arrangement, Option [Member] | |||
Risk-Free Interest Rate | 4.84% | 4.09% | 2.65% |
Volatility Factor | 37.31% | 37.12% | 37.62% |
Expected Term (in Years) (Year) | 6 years 6 months | 6 years 3 months 18 days | 4 years 6 months 29 days |
Annual Dividend Rate | 0% | 0% | 0% |
Note 3 - Stock-based Compensa_6
Note 3 - Stock-based Compensation - Summary of Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Dec. 23, 2023 USD ($) $ / shares shares | |
Outstanding, number of options (in shares) | shares | 217 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 56.25 |
Granted, number of options (in shares) | shares | 37 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 93.18 |
Exercised, number of options (in shares) | shares | (4) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 24.3 |
Forfeited, number of options (in shares) | shares | (5) |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | $ 68.13 |
Outstanding, number of options (in shares) | shares | 245 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 62.06 |
Outstanding, weighted average remaining contractual term (Year) | 6 years |
Oustanding, aggregate intrinsic value | $ | $ 11,180 |
Exercisable, number of options (in shares) | shares | 82 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 41.17 |
Exercisable, weighted average remaining contractual term (Year) | 6 years |
Exercisable, aggregate intrinsic value | $ | $ 4,984 |
Note 4 - Segment Information (D
Note 4 - Segment Information (Details Textual) | 9 Months Ended |
Dec. 23, 2023 | |
Number of Reportable Segments | 2 |
Note 4 - Segment Information -
Note 4 - Segment Information - Segment and Geographic Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Dec. 23, 2023 | Sep. 23, 2023 | Jun. 24, 2023 | Dec. 24, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Dec. 23, 2023 | Dec. 24, 2022 | ||
Revenue | [1] | $ 65,166 | $ 57,402 | $ 188,568 | $ 168,502 | ||||
Gross Profit | 20,936 | 16,400 | 59,771 | 49,205 | |||||
Operating Expenses | 16,642 | 13,237 | 49,194 | 38,812 | |||||
Operating Income | 4,294 | 3,163 | 10,577 | 10,393 | |||||
Interest and Other Expense, net | 23 | 1,039 | 1,742 | 1,732 | |||||
Provision for Income Taxes | 923 | 523 | 2,078 | 1,631 | |||||
Total | 946 | 1,562 | 3,820 | 3,363 | |||||
Net Income | 3,348 | $ 460 | $ 2,949 | 1,601 | $ 2,357 | $ 3,072 | 6,757 | 7,030 | |
UNITED STATES | |||||||||
Revenue | [1],[2] | 59,090 | 51,209 | 170,466 | 151,241 | ||||
CANADA | |||||||||
Revenue | [1] | 4,083 | 4,221 | 12,226 | 12,075 | ||||
Other International [Member] | |||||||||
Revenue | [1] | 1,993 | 1,972 | 5,876 | 5,186 | ||||
Service Segment [Member] | Operating Segments [Member] | |||||||||
Revenue | 41,509 | 35,977 | 122,793 | 105,120 | |||||
Gross Profit | 13,494 | 10,793 | 40,549 | 33,115 | |||||
Operating Expenses | [3] | 10,528 | 8,957 | 33,649 | 26,240 | ||||
Operating Income | 2,966 | 1,836 | 6,900 | 6,875 | |||||
Distribution Segment [Member] | Operating Segments [Member] | |||||||||
Revenue | 23,657 | 21,425 | 65,775 | 63,382 | |||||
Gross Profit | 7,442 | 5,607 | 19,222 | 16,090 | |||||
Operating Expenses | [3] | 6,114 | 4,280 | 15,545 | 12,572 | ||||
Operating Income | $ 1,328 | $ 1,327 | $ 3,677 | $ 3,518 | |||||
[1]Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered.[2]United States includes Puerto Rico.[3]Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates. |
Note 5 - Business Acquisition_2
Note 5 - Business Acquisitions (Details Textual) $ / shares in Units, € in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||||||||||
Dec. 23, 2023 USD ($) | Aug. 08, 2023 USD ($) | Jul. 12, 2023 USD ($) | Mar. 27, 2023 USD ($) shares | Feb. 02, 2023 USD ($) | Sep. 28, 2022 USD ($) | Sep. 28, 2022 EUR (€) | Sep. 27, 2022 USD ($) | May 31, 2022 USD ($) shares | Dec. 23, 2023 USD ($) | Jun. 24, 2023 USD ($) | Dec. 24, 2022 USD ($) | Sep. 23, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Dec. 23, 2023 USD ($) | Dec. 24, 2022 USD ($) | Sep. 23, 2022 USD ($) | Aug. 31, 2021 USD ($) | ||
Revenues | [1] | $ 65,166 | $ 57,402 | $ 188,568 | $ 168,502 | ||||||||||||||
Operating Income (Loss) | 4,294 | 3,163 | 10,577 | 10,393 | |||||||||||||||
Share-Based Payment Arrangement, Expense | 3,300 | 2,800 | |||||||||||||||||
Other Expense [Member] | |||||||||||||||||||
Payments for Other Holdbacks | 800 | 0 | |||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||
Business Combination, Acquisition Related Costs | 700 | $ 100 | |||||||||||||||||
Current Liabilities [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 1,000 | 1,000 | 1,000 | ||||||||||||||||
Unpaid Amounts for Other Holdbacks | 2,700 | 2,700 | 2,700 | ||||||||||||||||
Other Liabilities [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration, Liability, Current | 2,400 | 2,400 | 2,400 | ||||||||||||||||
Unpaid Amounts for Other Holdbacks | $ 1,600 | $ 1,600 | 1,600 | ||||||||||||||||
Complete Calibrations [Member] | |||||||||||||||||||
Revenues | $ 300 | ||||||||||||||||||
Foreign Currency Exchange Rate, Translation | 1.1014 | 1.1014 | 1.1014 | ||||||||||||||||
Operating Income (Loss) | $ 100 | ||||||||||||||||||
Axiom [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 38,600 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | 10,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 28,600 | ||||||||||||||||||
Business Combination, Payment Withheld for Potential Post-closing Adjustments | $ 3,900 | ||||||||||||||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 4,300 | ||||||||||||||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 400 | ||||||||||||||||||
SteriQual, Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 3,800 | $ 4,300 | |||||||||||||||||
Business Combination, Consideration Held Back | 900 | ||||||||||||||||||
Business Combination, Consideration Subject to Reduction | $ 500 | $ 500 | |||||||||||||||||
Revenues | 1,900 | ||||||||||||||||||
Cash Out of Escrow Account | 100 | ||||||||||||||||||
TIC-MS, Inc. [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred | 9,800 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | 2,900 | ||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 6,900 | ||||||||||||||||||
Revenues | 2,700 | ||||||||||||||||||
Cash Out of Escrow Account | 1,100 | ||||||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 15 years | ||||||||||||||||||
Escrow Deposit | $ 500 | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 77,387 | ||||||||||||||||||
TIC-MS, Inc. [Member] | Scenario, Adjustment [Member] | |||||||||||||||||||
Business Combination, Potential Purchase Price Adjustment for Failure to Retain Key Customer Relationships | $ 500 | ||||||||||||||||||
Elite [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 900 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | 800 | ||||||||||||||||||
Business Combination, Payment Withheld for Potential Post-closing Adjustments | $ 100 | ||||||||||||||||||
Complete Calibrations [Member] | |||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 1,200 | ||||||||||||||||||
Complete Calibrations [Member] | Technology License Agreement [Member] | |||||||||||||||||||
Royalties Per Technology Calibration | $ 3,190 | € 3,000 | |||||||||||||||||
Technology License Agreement, Term (Year) | 10 years | 10 years | |||||||||||||||||
Cumulative License Revenue | $ 800 | € 750 | |||||||||||||||||
Annual Royalty Fee, Amount | $ 110 | € 100 | |||||||||||||||||
e2b [Member] | |||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 3,100 | ||||||||||||||||||
Business Combination, Consideration Held Back | $ 900 | ||||||||||||||||||
Revenues | 2,600 | ||||||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 15 years | ||||||||||||||||||
Escrow Deposit | 0 | 0 | 0 | ||||||||||||||||
Operating Income (Loss) | 400 | ||||||||||||||||||
Escrow Released to Sellers | 300 | $ 600 | |||||||||||||||||
Alliance [Member] | |||||||||||||||||||
Business Combination, Consideration Transferred | $ 4,700 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | 4,000 | ||||||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 100 | ||||||||||||||||||
Business Combination, Consideration Held Back | 500 | ||||||||||||||||||
Business Combination, Consideration Subject to Reduction | $ 500 | $ 500 | |||||||||||||||||
Revenues | 2,000 | ||||||||||||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 15 years | ||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 2,284 | ||||||||||||||||||
Operating Income (Loss) | 600 | ||||||||||||||||||
NEXA [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 7,100 | $ 400 | $ 7,500 | ||||||||||||||||
Business Combination, Contingent Consideration, Maximum Price Per Share for Cash Earn Out Payment (in dollars per share) | $ / shares | $ 45.07 | ||||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 2,900 | $ 2,900 | $ 2,800 | $ 2,900 | |||||||||||||||
Share-Based Payment Arrangement, Expense | $ 2,800 | $ 100 | |||||||||||||||||
NEXA [Member] | Measurement Input, Cost to Sell [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 9 | ||||||||||||||||||
NEXA [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 5 | ||||||||||||||||||
NEXA [Member] | Measurement Input, Price Volatility [Member] | |||||||||||||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 25 | ||||||||||||||||||
[1]Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. |
Note 5 - Business Acquisition_3
Note 5 - Business Acquisitions - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Dec. 23, 2023 | Aug. 08, 2023 | Jul. 12, 2023 | Mar. 27, 2023 | Mar. 25, 2023 | Feb. 02, 2023 | Sep. 28, 2022 | Sep. 27, 2022 | May 31, 2022 |
Goodwill | $ 105,700 | $ 69,360 | |||||||
Axiom [Member] | |||||||||
Goodwill | $ 26,707 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 34,607 | ||||||||
Cash | 37 | ||||||||
Accounts Receivable | 962 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 1,796 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | (84) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,965 | ||||||||
Current Liabilities | (631) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (3,256) | ||||||||
Total Purchase Price | 38,564 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (3,256) | ||||||||
Property and Equipment | 4,965 | ||||||||
Other Current Assets | 84 | ||||||||
Axiom [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Intangible Assets | $ 7,900 | ||||||||
SteriQual, Inc. [Member] | |||||||||
Goodwill | $ 2,163 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 3,712 | ||||||||
Accounts Receivable | 666 | ||||||||
Current Liabilities | (211) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (383) | ||||||||
Total Purchase Price | 3,784 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (383) | ||||||||
SteriQual, Inc. [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Intangible Assets | 1,062 | ||||||||
SteriQual, Inc. [Member] | Noncompete Agreements [Member] | |||||||||
Intangible Assets | 392 | ||||||||
SteriQual, Inc. [Member] | Sales Backlog [Member] | |||||||||
Intangible Assets | $ 95 | ||||||||
TIC-MS, Inc. [Member] | |||||||||
Goodwill | $ 7,253 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 9,688 | ||||||||
Accounts Receivable | 499 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 356 | ||||||||
Current Liabilities | (128) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (636) | ||||||||
Total Purchase Price | 9,779 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities | (636) | ||||||||
Property and Equipment | 356 | ||||||||
TIC-MS, Inc. [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Intangible Assets | 2,303 | ||||||||
TIC-MS, Inc. [Member] | Noncompete Agreements [Member] | |||||||||
Intangible Assets | $ 132 | ||||||||
Elite [Member] | |||||||||
Goodwill | $ 820 | ||||||||
Accounts Receivable | 62 | ||||||||
Total Purchase Price | $ 882 | ||||||||
Complete Calibrations [Member] | |||||||||
Goodwill | $ 1,123 | ||||||||
Cash | 10 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 44 | ||||||||
Total Purchase Price | $ 1,177 | ||||||||
e2b [Member] | |||||||||
Goodwill | $ 1,367 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 2,509 | ||||||||
Accounts Receivable | 361 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | (24) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 326 | ||||||||
Current Liabilities | (121) | ||||||||
Total Purchase Price | 3,099 | ||||||||
Property and Equipment | 326 | ||||||||
Other Current Assets | 24 | ||||||||
e2b [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Intangible Assets | 746 | ||||||||
e2b [Member] | Noncompete Agreements [Member] | |||||||||
Intangible Assets | $ 396 | ||||||||
Alliance [Member] | |||||||||
Goodwill | $ 1,783 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 4,217 | ||||||||
Accounts Receivable | 343 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 170 | ||||||||
Current Liabilities | (27) | ||||||||
Total Purchase Price | 4,703 | ||||||||
Property and Equipment | 170 | ||||||||
Alliance [Member] | Customer-Related Intangible Assets [Member] | |||||||||
Intangible Assets | 2,320 | ||||||||
Alliance [Member] | Noncompete Agreements [Member] | |||||||||
Intangible Assets | $ 114 |
Note 5 - Business Acquisition_4
Note 5 - Business Acquisitions - Pro Forma Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 23, 2023 | Dec. 24, 2022 | Dec. 23, 2023 | Dec. 24, 2022 | |
Total Revenue | $ 65,166 | $ 62,868 | $ 192,613 | $ 186,276 |
Net Income | $ 3,348 | $ 1,383 | $ 6,548 | $ 5,801 |
Basic Earnings Per Share (in dollars per share) | $ 0.39 | $ 0.18 | $ 0.81 | $ 0.77 |
Diluted Earnings Per Share (in dollars per share) | $ 0.38 | $ 0.18 | $ 0.8 | $ 0.76 |
Note 6 - Stock Offering (Detail
Note 6 - Stock Offering (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 25, 2023 | Dec. 23, 2023 | Dec. 24, 2022 | Mar. 25, 2023 | |
Common Stock, Shares, Issued (in shares) | 8,828,515 | 7,562,604 | ||
Proceeds from Issuance of Common Stock | $ 80,500 | |||
Proceeds From Issuance of Common Stock, Net | $ 75,200 | $ 75,714 | $ 503 | |
The Offering [Member] | ||||
Shares Issued, Price Per Share (in dollars per share) | $ 95 | |||
Common Stock, Shares, Issued (in shares) | 847,371 | |||
Shares, Issued (in shares) | 110,526 |