Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Sep. 24, 2016 | Nov. 02, 2016 | |
Document and Entity Information [Abstract] | ||
Document Fiscal Period Focus | Q2 | |
Entity Common Stock, Shares Outstanding | 7,011,132 | |
Entity Central Index Key | 99,302 | |
Current Fiscal Year End Date | --03-25 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Entity Registrant Name | TRANSCAT INC | |
Document Fiscal Year Focus | 2,017 | |
Trading Symbol | TRNS | |
Amendment Flag | false | |
Document Period End Date | Sep. 24, 2016 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Income Statement [Abstract] | ||||
Service Revenue | $ 16,947 | $ 14,190 | $ 34,122 | $ 27,725 |
Distribution Sales | 17,538 | 15,286 | 33,510 | 31,421 |
Total Revenue | 34,485 | 29,476 | 67,632 | 59,146 |
Cost of Service Revenue | 12,807 | 10,729 | 25,253 | 20,733 |
Cost of Distribution Sales | 13,651 | 12,010 | 26,106 | 24,614 |
Total Cost of Revenue | 26,458 | 22,739 | 51,359 | 45,347 |
Gross Profit | 8,027 | 6,737 | 16,273 | 13,799 |
Selling, Marketing and Warehouse Expenses | 4,205 | 3,229 | 8,453 | 6,769 |
Administrative Expenses | 2,244 | 2,138 | 4,804 | 4,633 |
Total Operating Expenses | 6,449 | 5,367 | 13,257 | 11,402 |
Operating Income | 1,578 | 1,370 | 3,016 | 2,397 |
Interest and Other Expense, net | 191 | 36 | 359 | 131 |
Income Before Income Taxes | 1,387 | 1,334 | 2,657 | 2,266 |
Provision for Income Taxes | 491 | 456 | 927 | 787 |
Net Income | $ 896 | $ 878 | $ 1,730 | $ 1,479 |
Basic Earnings Per Share (in Dollars per share) | $ 0.13 | $ 0.13 | $ 0.25 | $ 0.22 |
Average Shares Outstanding (in Shares) | 6,994 | 6,886 | 6,972 | 6,868 |
Diluted Earnings Per Share (in Dollars per share) | $ 0.12 | $ 0.12 | $ 0.24 | $ 0.21 |
Average Shares Outstanding (in Shares) | 7,201 | 7,119 | 7,173 | 7,135 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 896 | $ 878 | $ 1,730 | $ 1,479 |
Other Comprehensive Income (Loss): | ||||
Currency Translation Adjustment | (54) | (313) | 26 | (221) |
Other, net of tax effects of $(14) and $20 for the second quarters ended September 24, 2016 and September 26, 2015, respectively; and $(14) and $14 for the six months ended September 24, 2016 and September 26, 2015, respectively. | 22 | (32) | 23 | (23) |
Total Other Comprehensive (Loss) Income | (32) | (345) | 49 | (244) |
Comprehensive Income | $ 864 | $ 533 | $ 1,779 | $ 1,235 |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Other, tax expense (benefit) | $ (14) | $ 20 | $ (14) | $ 14 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 24, 2016 | Mar. 26, 2016 |
Current Assets: | ||
Cash | $ 598 | $ 641 |
Accounts Receivable, less allowance for doubtful accounts of $150 and $113 as of September 24, 2016 and March 26, 2016, respectively | 17,964 | 17,080 |
Other Receivables | 1,510 | 881 |
Inventory, net | 7,511 | 6,520 |
Prepaid Expenses and Other Current Assets | 1,185 | 1,096 |
Total Current Assets | 28,768 | 26,218 |
Property and Equipment, net | 14,691 | 12,313 |
Goodwill | 32,680 | 29,112 |
Intangible Assets, net | 8,867 | 8,211 |
Other Assets | 1,033 | 853 |
Total Assets | 86,039 | 76,707 |
Current Liabilities: | ||
Accounts Payable | 10,412 | 8,141 |
Accrued Compensation and Other Liabilities | 7,426 | 7,688 |
Income Taxes Payable | 339 | |
Current Portion of Long-Term Debt | 1,429 | |
Total Current Liabilities | 19,606 | 15,829 |
Long-Term Debt | 22,362 | 19,073 |
Deferred Tax Liabilities | 951 | 1,071 |
Other Liabilities | 1,922 | 1,823 |
Total Liabilities | 44,841 | 37,796 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,005,469 and 6,923,557 shares issued and outstanding as ofSeptember 24, 2016 and March 26, 2016, respectively | 3,503 | 3,462 |
Capital in Excess of Par Value | 13,499 | 12,993 |
Accumulated Other Comprehensive Loss | (309) | (358) |
Retained Earnings | 24,505 | 22,814 |
Total Shareholders' Equity | 41,198 | 38,911 |
Total Liabilities and Shareholders' Equity | $ 86,039 | $ 76,707 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 24, 2016 | Mar. 26, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $ 150 | $ 113 |
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 | 7,005,469 | 6,923,557 |
Common Stock, shares outstanding | 7,005,469 | 6,923,557 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 24, 2016 | Sep. 26, 2015 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 1,730 | $ 1,479 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Loss on Disposal of Property and Equipment | 5 | 34 |
Deferred Income Taxes | (120) | (33) |
Depreciation and Amortization | 3,105 | 1,742 |
Provision for Accounts Receivable and Inventory Reserves | 143 | 83 |
Stock-Based Compensation Expense | 326 | 280 |
Changes in Assets and Liabilities: | ||
Accounts Receivable and Other Receivables | (711) | 1,839 |
Inventory | (735) | 459 |
Prepaid Expenses and Other Assets | (288) | (146) |
Accounts Payable | 1,904 | (309) |
Accrued Compensation and Other Liabilities | (757) | (580) |
Income Taxes Payable | 407 | 466 |
Net Cash Provided by Operating Activities | 5,009 | 5,314 |
Cash Flows from Investing Activities: | ||
Purchases of Property and Equipment | (2,496) | (2,732) |
Proceeds from Sale of Property and Equipment | 10 | 9 |
Business Acquisitions | (6,977) | (2,918) |
Net Cash Used in Investing Activities | (9,463) | (5,641) |
Cash Flows from Financing Activities: | ||
Repayment of Revolving Credit Facility, net | (4,687) | (184) |
Proceeds from Term Loan | 10,000 | |
Repayment of Term Loan | (595) | |
Payment of Contingent Consideration and Holdbacks Related to Business Acquisitions | (339) | |
Issuance of Common Stock | 312 | 234 |
Repurchase of Common Stock | (98) | (71) |
Stock Option Redemption | (113) | |
Net Cash Provided by (Used In) Financing Activities | 4,480 | (21) |
Effect of Exchange Rate Changes on Cash | (69) | 446 |
Net (Decrease) Increase in Cash | (43) | 98 |
Cash at Beginning of Period | 641 | 65 |
Cash at End of Period | 598 | 163 |
Cash paid during the period for: | ||
Interest | 289 | 101 |
Income Taxes, net | 614 | 669 |
Non-Cash Investing and Financing Activities: | ||
Contingent Consideration Related to Business Acquisitions | 300 | |
Holdback Amounts Related to Business Acquisitions | $ 735 | $ 413 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 6 months ended Sep. 24, 2016 - USD ($) $ in Thousands | Common Stock [Member] | Capital In Excess of Par Value [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 26, 2016 | $ 3,462 | $ 12,993 | $ (358) | $ 22,814 | $ 38,911 |
Balance (in Shares) at Mar. 26, 2016 | 6,924,000 | 6,923,557 | |||
Issuance of Common Stock | $ 21 | 291 | $ 312 | ||
Issuance of Common Stock (in Shares) | 42,000 | ||||
Repurchase of Common Stock | $ (5) | (54) | (39) | (98) | |
Repurchase of Common Stock (in shares) | (10,000) | ||||
Stock-Based Compensation | $ 25 | 301 | 326 | ||
Stock-Based Compensation (in Shares) | 50,000 | ||||
Redemption of Stock Options | (113) | (113) | |||
Tax Benefit from Stock-Based Compensation | 81 | 81 | |||
Other Comprehensive Income | 49 | 49 | |||
Net Income | 1,730 | 1,730 | |||
Balance at Sep. 24, 2016 | $ 3,503 | $ 13,499 | $ (309) | $ 24,505 | $ 41,198 |
Balance (in Shares) at Sep. 24, 2016 | 7,006,000 | 7,005,469 |
GENERAL
GENERAL | 6 Months Ended |
Sep. 24, 2016 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1 GENERAL Description of Business: Transcat, Inc. (Transcat or the Company) is a leading provider of accredited calibration and laboratory instrument services and a value-added distributor of professional grade test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense; and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly. Basis of Presentation: Transcats unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, the Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Companys management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 26, 2016 (fiscal year 2016) contained in the Companys 2016 Annual Report on Form 10-K filed with the SEC. Fair Value of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Companys non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At September 24, 2016 and March 26, 2016, investment assets totaled $0.8 million and $0.7 million, respectively, and are included as a component of other assets (non-current) on the Consolidated Balance Sheets. Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation expense related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period of each award. Excess tax benefits from the exercise of equity awards are presented in the Consolidated Statements of Cash Flows as a financing activity. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first six months of the fiscal year ending March 25, 2017 (fiscal year 2017) and the first six months of fiscal year 2016, the Company recorded non-cash stock-based compensation expense of $0.3 million in the Consolidated Statements of Income. Foreign Currency Translation and Transactions: The accounts of Transcat Canada Inc., a wholly-owned subsidiary of the Company, are maintained in the local currency and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Transcat Canada Inc.s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders equity. Transcat records foreign currency gains and losses on its Canadian business transactions. The net foreign currency loss was less than $0.1 million during the first six months of each of fiscal years 2017 and 2016. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings will be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a gain of $0.1 million during the first six months of fiscal year 2017 and a gain of $0.3 million during the first six months of fiscal year 2016, 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 September 24, 2016, the Company had a foreign exchange contract, which matured in October 2016, outstanding in the notional amount of $5.9 million. The foreign exchange contract was renewed in October 2016 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and unvested restricted stock units and the related tax benefits are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding. For the second quarters and first six months of fiscal years 2017 and 2016, the net additional common stock equivalents had a $0.01 effect on the calculation of dilutive earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: Second Quarter Ended Six Months Ended September 24, September 26, September 24, September 26, 2016 2015 2016 2015 Average Shares Outstanding Basic 6,994 6,886 6,972 6,868 Effect of Dilutive Common Stock Equivalents 207 233 201 267 Average Shares Outstanding Diluted 7,201 7,119 7,173 7,135 Anti-dilutive Common Stock Equivalents - 10 - - |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Sep. 24, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 2 LONG-TERM DEBT Description: Transcat, through its credit agreement, as amended (the Credit Agreement), which matures September 20, 2018, has a revolving credit facility that allows for maximum borrowings of $30.0 million (the Revolving Credit Facility) and a term loan. The Revolving Credit Facility is subject to a maximum borrowing restriction based on a 3.0 multiple of earnings before income taxes, depreciation and amortization, and non-cash stock-based compensation expense for the preceding four consecutive fiscal quarters. As of September 24, 2016, $30.0 million was available under the Revolving Credit Facility, of which $14.4 million was outstanding and included in long-term debt on the Consolidated Balance Sheet. Amendment 3 to the Credit Agreement (Amendment 3) set the limit of borrowings that may be used for business acquisitions at $20.0 million for fiscal year 2017 and $15.0 million for each fiscal year thereafter. During the first six months of fiscal year 2017, the Company used $7.3 million of borrowings for business acquisitions and related payments. Amendment 3 also provided the Company with a $10.0 million term loan. As of September 24, 2016, $9.4 million was outstanding on the term loan, of which $1.4 million was included in current liabilities on the Consolidated Balance Sheet with the remainder included in long-term debt. The term loan requires principal repayments of $0.1 million per month plus interest. Total annual repayment amounts of $1.4 million are required in fiscal years 2017 through 2021 with a $3.0 million repayment required in fiscal year 2022. Amendment 3 also increased the allowable leverage ratio to a maximum of 3.0 from 2.75. Interest and Other Costs: Interest on the Revolving Credit Facility and term loan accrues, at Transcats election, at either the variable one-month London Interbank Offered Rate (LIBOR) or a fixed rate for a designated period at the LIBOR corresponding to such period, in each case, plus a margin. Commitment fees accrue based on the average daily amount of unused credit available on the Revolving Credit Facility. Interest rate margins and commitment fees are determined on a quarterly basis based upon the Companys calculated leverage ratio, as defined in the Credit Agreement. The one-month LIBOR as of September 24, 2016 was 0.5%. The Companys interest rate for the six months of fiscal year 2017 ranged from 2.5% to 2.9%. Covenants: The Credit Agreement has certain covenants with which the Company has to comply, including a fixed charge coverage ratio covenant and a leverage ratio covenant. The Company was in compliance with all loan covenants and requirements during the second quarter of fiscal year 2017 and expects to remain in compliance throughout fiscal year 2017. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Sep. 24, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 3 STOCK-BASED COMPENSATION The Transcat, Inc. 2003 Incentive Plan, as Amended and Restated (the 2003 Plan), provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At September 24, 2016, 1.3 million shares were available for future grant under the 2003 Plan. Restricted Stock Units: The Company grants performance-based restricted stock units as a primary component of executive compensation. The units generally vest following the third fiscal year from the date of grant subject to certain cumulative diluted earnings per share growth targets over the eligible period. Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The Company achieved 50% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 29, 2014 and as a result, issued 50 shares of common stock to executive officers and certain key employees during the first quarter of fiscal year 2017. The following table summarizes the non-vested performance-based restricted stock units outstanding as of September 24, 2016: Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Granted Per Unit September 24, 2016 April 2014 April 2014 - March 2017 61 $ 9.28 50% of target level April 2015 April 2015 - March 2018 73 $ 9.59 75% of target level April 2016 April 2016 March 2019 94 $ 10.13 100% of target level Total expense relating to performance-based restricted stock units, based on grant date fair value and the achievement criteria, was $0.3 million and $0.2 million, respectively in the first six months of fiscal years 2017 and 2016. As of September 24, 2016, unearned compensation to be recognized over the grants respective service periods totaled $1.1 million. Stock Options: Options generally vest over a period of up to four years, using either a graded schedule or on a straight-line basis, and expire ten years from the date of grant. The expense relating to options is recognized on a straight-line basis over the requisite service period for the entire award. The following table summarizes the Companys options as of and for the first six months of fiscal year 2017: Weighted Weighted Average Average Number Exercise Remaining Aggregate of Price Per Contractual Intrinsic Shares Share Term (in years) Value Outstanding as of March 26, 2016 494 $ 7.03 Exercised (32 ) 6.54 Forfeited (3 ) 8.38 Redeemed (20 ) 5.24 Outstanding as of September 24, 2016 439 $ 7.13 2 $ 1,457 Exercisable as of September 24, 2016 379 $ 7.06 2 $ 1,284 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of the second quarter of fiscal year 2017 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 September 24, 2016. The amount of aggregate intrinsic value will change based on the fair market value of the Companys common stock. Total expense related to stock options was less than $0.1 million during each of the first six months of fiscal years 2017 and 2016. Total unrecognized compensation cost related to non-vested stock options as of September 24, 2016 was $0.1 million, which is expected to be recognized over a weighted average period of one year. The aggregate intrinsic value of stock options exercised in the first six months of fiscal year 2017 was $0.1 million. Cash received from the exercise of options in the first six months of fiscal year 2017 was $0.2 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Sep. 24, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 4 SEGMENT INFORMATION Transcat has two reportable segments: Distribution and Service. The Company has no inter-segment sales. The following table presents segment information for the second quarter and first six months of fiscal years 2017 and 2016: Second Quarter Ended Six Months Ended September 24, September 26, September 24, September 26, 2016 2015 2016 2015 Revenue: Service $ 16,947 $ 14,190 $ 34,122 $ 27,725 Distribution 17,538 15,286 33,510 31,421 Total 34,485 29,476 67,632 59,146 Gross Profit: Service 4,140 3,461 8,869 6,992 Distribution 3,887 3,276 7,404 6,807 Total 8,027 6,737 16,273 13,799 Operating Expenses: Service (1) 3,349 2,622 7,034 5,507 Distribution (1) 3,100 2,745 6,223 5,895 Total 6,449 5,367 13,257 11,402 Operating Income: Service 791 839 1,835 1,485 Distribution 787 531 1,181 912 Total 1,578 1,370 3,016 2,397 Unallocated Amounts: Interest and Other Expense, net 191 36 359 131 Provision for Income Taxes 491 456 927 787 Total 682 492 1,286 918 Net Income $ 896 $ 878 $ 1,730 $ 1,479 (1) Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and managements estimates. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 6 Months Ended |
Sep. 24, 2016 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 5 BUSINESS ACQUISITIONS Transcat completed one business acquisition during the first six months of fiscal year 2017 and three business acquisitions during the first six months of fiscal year 2016. These transactions align with the Companys acquisition strategy of targeting businesses that expand the Companys geographic reach and leverage its infrastructure while also increasing the depth and breadth of the Companys service capabilities. In addition, Excalibur Engineering, Inc. (Excalibur), acquired in April 2016, provided an established equipment rental and used equipment business, which are complimentary to the Companys traditional Distribution segment sales. The Company accounts for business acquisitions using the acquisition method of accounting. Goodwill, calculated as the excess of the purchase price paid over the fair value of the underlying net assets of the businesses acquired, generally represents expected future economic benefits arising from the reputation of an acquired business, the assembled workforce, expected synergies and other assets acquired that could not be individually identified and separately recognized. Other intangible assets, namely customer bases and covenants not to compete, represent an allocation of a portion of the purchase price to identifiable intangible assets of the acquired businesses. Excluding goodwill, intangible assets are being amortized for financial reporting purposes on an accelerated basis over an estimated useful life of up to 10 years. Amortization of goodwill related to the Excalibur acquisition is expected to be deductible for tax purposes. Of the goodwill and other intangible assets relating to the Excalibur acquisition, $2.8 million was allocated to the Service segment and $2.8 million was allocated to the Distribution segment, based on quantitative and qualitative factors. The total purchase price paid for Excalibur was approximately $7.6 million, net of cash acquired. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of assets and liabilities acquired: Goodwill $ 3,440 Intangible Assets Customer Base 1,990 Intangible Assets Covenant Not to Compete 100 5,530 Plus: Current Assets 1,016 Non-Current Assets 1,651 Less: Current Liabilities (583 ) Total Purchase Price $ 7,614 Acquisition costs of $0.1 million and $0.2 million were recorded as incurred as administrative expenses in the Consolidated Statements of Income during the first six months of fiscal years 2017 and 2016, respectively. Certain of the Companys acquisition agreements have included provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on their estimated fair value at the date of acquisition. As of September 24, 2016, $0.5 million of contingent consideration and $2.3 million of other holdback amounts were unpaid and reflected in current liabilities on the Consolidated Balance Sheets. As of March 26, 2016, $0.8 million of contingent consideration and $1.6 million of other holdback amounts were unpaid and reflected in current liabilities on the Consolidated Balance Sheets. Included in the other holdback amounts at September 24, 2016 is $0.7 million related to the acquisition of Excalibur. $0.3 million of contingent consideration and holdback amounts related to acquisitions completed in prior fiscal years were paid during the first six months of fiscal year 2017. The results of the acquired businesses are included in Transcats consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Companys results of operations as if the acquisitions made during fiscal years 2016 and 2017 had occurred at the beginning of the respective fiscal years. The pro forma results do not purport to represent what the Companys results of operations actually would have been if the transactions had occurred at the beginning of each period presented or what the Companys operating results will be in future periods. (Unaudited) Six Months Ended September 24, September 26, 2016 2015 Total Revenue $ 67,931 $ 68,106 Net Income $ 1,736 $ 2,291 Basic Earnings Per Share $ 0.25 $ 0.33 Diluted Earnings Per Share $ 0.24 $ 0.32 |
GENERAL (Policy)
GENERAL (Policy) | 6 Months Ended |
Sep. 24, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business: Transcat, Inc. (Transcat or the Company) is a leading provider of accredited calibration and laboratory instrument services and a value-added distributor of professional grade test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense; and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly. |
Basis of Presentation | Basis of Presentation: Transcats unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, the Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Companys management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 26, 2016 (fiscal year 2016) contained in the Companys 2016 Annual Report on Form 10-K filed with the SEC. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Companys non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At September 24, 2016 and March 26, 2016, investment assets totaled $0.8 million and $0.7 million, respectively, and are included as a component of other assets (non-current) on the Consolidated Balance Sheets. |
Stock-Based Compensation | Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation expense related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period of each award. Excess tax benefits from the exercise of equity awards are presented in the Consolidated Statements of Cash Flows as a financing activity. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first six months of the fiscal year ending March 25, 2017 (fiscal year 2017) and the first six months of fiscal year 2016, the Company recorded non-cash stock-based compensation expense of $0.3 million in the Consolidated Statements of Income. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions: The accounts of Transcat Canada Inc., a wholly-owned subsidiary of the Company, are maintained in the local currency and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Transcat Canada Inc.s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders equity. Transcat records foreign currency gains and losses on its Canadian business transactions. The net foreign currency loss was less than $0.1 million during the first six months of each of fiscal years 2017 and 2016. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings will be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a gain of $0.1 million during the first six months of fiscal year 2017 and a gain of $0.3 million during the first six months of fiscal year 2016, 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 September 24, 2016, the Company had a foreign exchange contract, which matured in October 2016, outstanding in the notional amount of $5.9 million. The foreign exchange contract was renewed in October 2016 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. |
Earnings Per Share | Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and unvested restricted stock units and the related tax benefits are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding. For the second quarters and first six months of fiscal years 2017 and 2016, the net additional common stock equivalents had a $0.01 effect on the calculation of dilutive earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: Second Quarter Ended Six Months Ended September 24, September 26, September 24, September 26, 2016 2015 2016 2015 Average Shares Outstanding Basic 6,994 6,886 6,972 6,868 Effect of Dilutive Common Stock Equivalents 207 233 201 267 Average Shares Outstanding Diluted 7,201 7,119 7,173 7,135 Anti-dilutive Common Stock Equivalents - 10 - - |
GENERAL (Tables)
GENERAL (Tables) | 6 Months Ended |
Sep. 24, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Number of Shares | Second Quarter Ended Six Months Ended September 24, September 26, September 24, September 26, 2016 2015 2016 2015 Average Shares Outstanding Basic 6,994 6,886 6,972 6,868 Effect of Dilutive Common Stock Equivalents 207 233 201 267 Average Shares Outstanding Diluted 7,201 7,119 7,173 7,135 Anti-dilutive Common Stock Equivalents - 10 - - |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Sep. 24, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units Award Activity | Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Granted Per Unit September 24, 2016 April 2014 April 2014 - March 2017 61 $ 9.28 50% of target level April 2015 April 2015 - March 2018 73 $ 9.59 75% of target level April 2016 April 2016 March 2019 94 $ 10.13 100% of target level |
Schedule of Stock Options Activity | Weighted Weighted Average Average Number Exercise Remaining Aggregate of Price Per Contractual Intrinsic Shares Share Term (in years) Value Outstanding as of March 26, 2016 494 $ 7.03 Exercised (32 ) 6.54 Forfeited (3 ) 8.38 Redeemed (20 ) 5.24 Outstanding as of September 24, 2016 439 $ 7.13 2 $ 1,457 Exercisable as of September 24, 2016 379 $ 7.06 2 $ 1,284 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Sep. 24, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | Second Quarter Ended Six Months Ended September 24, September 26, September 24, September 26, 2016 2015 2016 2015 Revenue: Service $ 16,947 $ 14,190 $ 34,122 $ 27,725 Distribution 17,538 15,286 33,510 31,421 Total 34,485 29,476 67,632 59,146 Gross Profit: Service 4,140 3,461 8,869 6,992 Distribution 3,887 3,276 7,404 6,807 Total 8,027 6,737 16,273 13,799 Operating Expenses: Service (1) 3,349 2,622 7,034 5,507 Distribution (1) 3,100 2,745 6,223 5,895 Total 6,449 5,367 13,257 11,402 Operating Income: Service 791 839 1,835 1,485 Distribution 787 531 1,181 912 Total 1,578 1,370 3,016 2,397 Unallocated Amounts: Interest and Other Expense, net 191 36 359 131 Provision for Income Taxes 491 456 927 787 Total 682 492 1,286 918 Net Income $ 896 $ 878 $ 1,730 $ 1,479 (1) Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and managements estimates. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 6 Months Ended |
Sep. 24, 2016 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | Goodwill $ 3,440 Intangible Assets Customer Base 1,990 Intangible Assets Covenant Not to Compete 100 5,530 Plus: Current Assets 1,016 Non-Current Assets 1,651 Less: Current Liabilities (583 ) Total Purchase Price $ 7,614 |
Schedule of Pro Forma Information | (Unaudited) Second Quarter Ended September 24, September 26, 2016 2015 Total Revenue $ 67,931 $ 68,106 Net Income $ 1,736 $ 2,291 Basic Earnings Per Share $ 0.25 $ 0.33 Diluted Earnings Per Share $ 0.24 $ 0.32 |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | Mar. 26, 2016 | |
General [Line Items] | |||||
Investments | $ 0.8 | $ 0.8 | $ 0.7 | ||
Allocated Share-based Compensation Expense | 0.3 | $ 0.3 | |||
Foreign Currency Transaction Gain (Loss), Realized | (0.1) | (0.1) | |||
Foreign Currency Transaction Gain (Loss), Unrealized | 0.1 | $ 0.3 | |||
Derivative Asset, Notional Amount | $ 5.9 | $ 5.9 | |||
Dilutive Securities Effect Per Share on Earnings (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ .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 | 6 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Accounting Policies [Abstract] | ||||
Average Shares Outstanding - Basic | 6,994 | 6,886 | 6,972 | 6,868 |
Effect of Dilutive Common Stock Equivalents | 207 | 233 | 201 | 267 |
Average Shares Outstanding - Diluted | 7,201 | 7,119 | 7,173 | 7,135 |
Anti-dilutive Common Stock Equivalents | 10 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | 6 Months Ended | ||
Sep. 24, 2016USD ($)item | Mar. 26, 2017USD ($) | Mar. 26, 2016USD ($) | |
Debt Instrument [Line Items] | |||
Current portion of loan outstanding | $ 1,429 | ||
Allowable leverage ratio | 3 | 2.75 | |
Loans Payable [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of loan | $ 10,000 | ||
Loan outstanding | 9,400 | ||
Current portion of loan outstanding | 1,400 | ||
Monthly principal payments | 100 | ||
Annual payments | 1,400 | ||
Amount due in 2022 | 3,000 | ||
Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 30,000 | ||
Ratio of consolidated EBITDA subject to a maximum borrowing restriction | 3 | ||
Number of consecutive quarters for which ratio of EBITDA subject to maximum borrowing restriction is required to be maintained under financial covenants | item | 4 | ||
Debt Instrument, Interest Rate, Stated Percentage | 0.50% | ||
Maturity date | Sep. 20, 2018 | ||
Amount available | $ 30,000 | ||
Amount outstanding | $ 14,400 | ||
Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 2.50% | ||
Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 2.90% | ||
Revolving Credit Facility [Member] | Borrowings for Business Acquisitions [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 20,000 | ||
Proceeds from Lines of Credit | $ 7,300 | ||
Revolving Credit Facility [Member] | Borrowings for Business Acquisitions [Member] | Scenario, Forecast [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 15,000 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) shares in Thousands, $ in Millions | 6 Months Ended | |
Sep. 24, 2016 | Sep. 26, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 0.3 | $ 0.3 |
2003 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 1,300 | |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock or Unit Expense | $ 0.3 | 0.2 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 1.1 | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 0.1 | $ 0.1 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0.1 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.1 | |
Proceeds from Stock Options Exercised | $ 0.2 | |
Employee Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
Performance Based Restricted Stock Awards Granted In 2013 [Member] | Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Percent of Target Level Achieved | 50.00% | |
Number of Shares Issued | 50 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 94 |
STOCK-BASED COMPENSATION (Non-V
STOCK-BASED COMPENSATION (Non-Vested Performance-Based Restricted Stock Units) (Details) - Performance Shares [Member] shares in Thousands | 6 Months Ended |
Sep. 24, 2016$ / sharesshares | |
Performance Based Restricted Stock Awards Granted in 2014 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | shares | 61 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 9.28 |
Estimated Level of Achievement | 50.00% |
Performance Based Restricted Stock Awards Granted In 2015 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | shares | 73 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 9.59 |
Estimated Level of Achievement | 75.00% |
Performance Based Restricted Stock Awards Granted In 2016 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | shares | 94 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 10.13 |
Estimated Level of Achievement | 100.00% |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Options) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Sep. 24, 2016USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance | shares | 494 |
Exercised | shares | (32) |
Forfeited | shares | (3) |
Redeemed | shares | (20) |
Outstanding, ending balance | shares | 439 |
Exercisable | shares | 379 |
Weighted Average Exercise Price Per Share | |
Outstanding, beginning balance | $ / shares | $ 7.03 |
Exercised | $ / shares | 6.54 |
Forfeited | $ / shares | 8.38 |
Redeemed | $ / shares | 5.24 |
Outstanding, ending balance | $ / shares | 7.13 |
Exercisable | $ / shares | $ 7.06 |
Weighted Average Remaining Contractual Term (in Years) | |
Outstanding | 2 years |
Exercisable | 2 years |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 1,457 |
Exercisable | $ | $ 1,284 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 24, 2016USD ($) | Sep. 26, 2015USD ($) | Sep. 24, 2016USD ($)item | Sep. 26, 2015USD ($) | ||
Segment Reporting [Abstract] | |||||
Number of Reportable Segments | item | 2 | ||||
Revenue: | |||||
Revenue | $ 34,485 | $ 29,476 | $ 67,632 | $ 59,146 | |
Gross Profit: | |||||
Gross Profit | 8,027 | 6,737 | 16,273 | 13,799 | |
Operating Expenses: | |||||
Operating Expenses | 6,449 | 5,367 | 13,257 | 11,402 | |
Operating Income: | |||||
Operating Income | 1,578 | 1,370 | 3,016 | 2,397 | |
Unallocated Amounts: | |||||
Interest and Other Expense, net | 191 | 36 | 359 | 131 | |
Provision for Income Taxes | 491 | 456 | 927 | 787 | |
Net Income | 896 | 878 | 1,730 | 1,479 | |
Service Segment [Member] | |||||
Revenue: | |||||
Revenue | 16,947 | 14,190 | 34,122 | 27,725 | |
Gross Profit: | |||||
Gross Profit | 4,140 | 3,461 | 8,869 | 6,992 | |
Operating Expenses: | |||||
Operating Expenses | [1] | 3,349 | 2,622 | 7,034 | 5,507 |
Operating Income: | |||||
Operating Income | 791 | 839 | 1,835 | 1,485 | |
Distribution [Member] | |||||
Revenue: | |||||
Revenue | 17,538 | 15,286 | 33,510 | 31,421 | |
Gross Profit: | |||||
Gross Profit | 3,887 | 3,276 | 7,404 | 6,807 | |
Operating Expenses: | |||||
Operating Expenses | [1] | 3,100 | 2,745 | 6,223 | 5,895 |
Operating Income: | |||||
Operating Income | 787 | 531 | 1,181 | 912 | |
Segment Reconciling Items [Member] | |||||
Unallocated Amounts: | |||||
Interest and Other Expense, net | 191 | 36 | 359 | 131 | |
Provision for Income Taxes | 491 | 456 | 927 | 787 | |
Unallocated Amounts | $ 682 | $ 492 | $ 1,286 | $ 918 | |
[1] | Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and management's estimates. |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) $ in Thousands | 6 Months Ended | ||
Sep. 24, 2016USD ($)item | Sep. 26, 2015USD ($)item | Mar. 26, 2016USD ($) | |
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration, Liability, Current | $ 500 | $ 800 | |
Other holdback amounts unpaid, current | 2,300 | $ 1,600 | |
Business Combination, Acquisition Related Costs | 100 | $ 200 | |
Payment of Contingent Consideration and Holdbacks Related to Business Acquisitions | $ (339) | ||
Fiscal 2017 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Number of Businesses Acquired | item | 1 | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Business Combination, Consideration Transferred | $ 7,600 | ||
Other holdback amounts unpaid, current | 700 | ||
Fiscal 2017 Acquisitions [Member] | Service Segment [Member] | |||
Business Acquisition [Line Items] | |||
Intangibles acquired | 2,800 | ||
Fiscal 2017 Acquisitions [Member] | Distribution [Member] | |||
Business Acquisition [Line Items] | |||
Intangibles acquired | $ 2,800 | ||
Fiscal 2016 Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Number of Businesses Acquired | item | 3 |
BUSINESS ACQUISITIONS (Purchase
BUSINESS ACQUISITIONS (Purchase Price Paid for Businesses Acquired) (Details) - USD ($) $ in Thousands | Sep. 24, 2016 | Mar. 26, 2016 |
Allocation of Purchase Price: | ||
Goodwill | $ 32,680 | $ 29,112 |
Fiscal 2017 Acquisitions [Member] | ||
Allocation of Purchase Price: | ||
Goodwill | 3,440 | |
Total | 5,530 | |
Plus: Current Assets | 1,016 | |
Non-Current Assets | 1,651 | |
Less: Current Liabilities | (583) | |
Total Purchase Price | 7,614 | |
Fiscal 2017 Acquisitions [Member] | Customer Base [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | 1,990 | |
Fiscal 2017 Acquisitions [Member] | Covenant Not to Compete [Member] | ||
Allocation of Purchase Price: | ||
Intangible Assets | $ 100 |
BUSINESS ACQUISITIONS (Proforma
BUSINESS ACQUISITIONS (Proforma Information for Business Acquisitions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Sep. 24, 2016 | Sep. 26, 2015 | |
Business Combinations [Abstract] | ||
Total Revenue | $ 67,931 | $ 68,106 |
Net Income | $ 1,736 | $ 2,291 |
Basic Earnings Per Share | $ 0.25 | $ 0.33 |
Diluted Earnings Per Share | $ 0.24 | $ 0.32 |