Transcat (TRNS) 10-Q 3 Feb 17 2017 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Dec. 24, 2016	Feb. 02, 2017
Document and Entity Information [Abstract]
Document Fiscal Period Focus	Q3
Entity Common Stock, Shares Outstanding		7,020,291
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	Dec. 24, 2016

CONSOLIDATED STATEMENTS OF INCO

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 24, 2016	Dec. 26, 2015	Dec. 24, 2016	Dec. 26, 2015
Income Statement [Abstract]
Service Revenue	$ 17,455	$ 13,922	$ 51,577	$ 41,647
Distribution Sales	20,358	16,238	53,868	47,659
Total Revenue	37,813	30,160	105,445	89,306
Cost of Service Revenue	13,149	10,650	38,402	31,383
Cost of Distribution Sales	15,749	12,732	41,855	37,346
Total Cost of Revenue	28,898	23,382	80,257	68,729
Gross Profit	8,915	6,778	25,188	20,577
Selling, Marketing and Warehouse Expenses	4,159	3,199	12,612	9,968
Administrative Expenses	2,403	1,897	7,207	6,530
Total Operating Expenses	6,562	5,096	19,819	16,498
Operating Income	2,353	1,682	5,369	4,079
Interest and Other Expense, net	188	62	547	193
Income Before Income Taxes	2,165	1,620	4,822	3,886
Provision for Income Taxes	885	552	1,812	1,339
Net Income	$ 1,280	$ 1,068	$ 3,010	$ 2,547
Basic Earnings Per Share (in Dollars per share)	$ 0.18	$ 0.15	$ 0.43	$ 0.37
Average Shares Outstanding (in Shares)	7,010	6,900	6,984	6,878
Diluted Earnings Per Share (in Dollars per share)	$ 0.18	$ 0.15	$ 0.42	$ 0.36
Average Shares Outstanding (in Shares)	7,204	7,137	7,161	7,134

CONSOLIDATED STATEMENTS OF COMP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 24, 2016	Dec. 26, 2015	Dec. 24, 2016	Dec. 26, 2015
Statement of Comprehensive Income [Abstract]
Net Income	$ 1,280	$ 1,068	$ 3,010	$ 2,547
Other Comprehensive (Loss) Income:
Currency Translation Adjustment	(114)	(133)	(88)	(354)
Other, net of tax effects of $(13) and $1 for the third quarters ended December 24, 2016 and December 26, 2015, respectively; and $(27) and $13 for the nine months ended December 24, 2016 and December 26, 2015, respectively.	21	2	43	(21)
Total Other Comprehensive Loss	(93)	(131)	(45)	(375)
Comprehensive Income	$ 1,187	$ 937	$ 2,965	$ 2,172

CONSOLIDATED STATEMENTS OF COM4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Dec. 24, 2016	Dec. 26, 2015	Dec. 24, 2016	Dec. 26, 2015
Statement of Comprehensive Income [Abstract]
Other, tax expense (benefit)	$ (13)	$ 1	$ (27)	$ 13

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 24, 2016	Mar. 26, 2016
Current Assets:
Cash	$ 559	$ 641
Accounts Receivable, less allowance for doubtful accounts of $188 and $113 as of December 24, 2016 and March 26, 2016, respectively	19,967	17,080
Other Receivables	1,778	881
Inventory, net	10,772	6,520
Prepaid Expenses and Other Current Assets	1,201	1,096
Total Current Assets	34,277	26,218
Property and Equipment, net	15,378	12,313
Goodwill	32,436	29,112
Intangible Assets, net	8,128	8,211
Other Assets	1,049	853
Total Assets	91,268	76,707
Current Liabilities:
Accounts Payable	11,886	8,141
Accrued Compensation and Other Liabilities	7,613	7,688
Current Portion of Long-Term Debt	1,429
Total Current Liabilities	20,928	15,829
Long-Term Debt	24,768	19,073
Deferred Tax Liabilities	1,192	1,071
Other Liabilities	1,949	1,823
Total Liabilities	48,837	37,796
Shareholders' Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,012,799 and 6,923,557 shares issued and outstanding as of December 24, 2016 and March 26, 2016, respectively	3,506	3,462
Capital in Excess of Par Value	13,543	12,993
Accumulated Other Comprehensive Loss	(403)	(358)
Retained Earnings	25,785	22,814
Total Shareholders' Equity	42,431	38,911
Total Liabilities and Shareholders' Equity	$ 91,268	$ 76,707

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 24, 2016	Mar. 26, 2016
Statement of Financial Position [Abstract]
Accounts Receivable, allowance for doubtful accounts (in Dollars)	$ 188	$ 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	7,012,799	6,923,557
Common Stock, shares outstanding	7,012,799	6,923,557

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Dec. 24, 2016	Dec. 26, 2015
Cash Flows from Operating Activities:
Net Income	$ 3,010	$ 2,547
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Loss on Disposal of Property and Equipment	6	37
Deferred Income Taxes	121	(206)
Depreciation and Amortization	4,667	2,711
Provision for Accounts Receivable and Inventory Reserves	243	129
Stock-Based Compensation Expense	316	284
Changes in Assets and Liabilities:
Accounts Receivable and Other Receivables	(3,168)	1,945
Inventory	(3,967)	914
Prepaid Expenses and Other Assets	(341)	(122)
Accounts Payable	3,378	(271)
Accrued Compensation and Other Liabilities	(454)	(1,027)
Income Taxes Payable	63	462
Net Cash Provided by Operating Activities	3,874	7,403
Cash Flows from Investing Activities:
Purchases of Property and Equipment	(4,104)	(3,755)
Proceeds from Sale of Property and Equipment	29	24
Business Acquisitions	(6,977)	(2,918)
Net Cash Used in Investing Activities	(11,052)	(6,649)
Cash Flows from Financing Activities:
Repayment of Revolving Credit Facility, net	(1,924)	(1,630)
Proceeds from Term Loan	10,000
Repayment of Term Loan	(952)
Payment of Contingent Consideration and Holdbacks Related to Business Acquisitions	(339)
Issuance of Common Stock	384	305
Repurchase of Common Stock	(98)	(73)
Stock Option Redemption	(137)
Net Cash Provided by (Used In) Financing Activities	6,934	(1,398)
Effect of Exchange Rate Changes on Cash	162	731
Net (Decrease) Increase in Cash	(82)	87
Cash at Beginning of Period	641	65
Cash at End of Period	559	152
Cash paid during the period for:
Interest	488	155
Income Taxes, net	1,595	1,241
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 - 9 months ended Dec. 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	$ 24	360			$ 384
Issuance of Common Stock (in Shares)	49,000
Repurchase of Common Stock	$ (5)	(54)		(39)	(98)
Repurchase of Common Stock (in shares)	(10,000)
Stock-Based Compensation	$ 25	291			316
Stock-Based Compensation (in Shares)	50,000
Redemption of Stock Options		(137)			(137)
Tax Benefit from Stock-Based Compensation		90			90
Other Comprehensive Loss			(45)		(45)
Net Income				3,010	3,010
Balance at Dec. 24, 2016	$ 3,506	$ 13,543	$ (403)	$ 25,785	$ 42,431
Balance (in Shares) at Dec. 24, 2016	7,013,000				7,012,799

GENERAL

GENERAL	9 Months Ended
	Dec. 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: Transcat’s 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 Company’s 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 Company’s 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 and 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 Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At December 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 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 nine months of the fiscal year ending March 25, 2017 (“fiscal year 2017”) and the first nine 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 nine 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 nine months of fiscal year 2017 and a gain of $0.4 million during the first nine 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 December 24, 2016, the Company had a foreign exchange contract, which matured in January 2017, outstanding in the notional amount of $5.9 million. The foreign exchange contract was renewed in January 2017 and continues to be in place. The Company does not use hedging arrangements for speculative purposes. Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and unvested restricted stock units and the related tax benefits are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding. For each of the third quarters of fiscal years 2017 and 2016, the net additional common stock equivalents had no effect on the calculation of diluted earnings per share. For the first nine months of each of the fiscal years 2017 and 2016, the net additional common stock equivalents had a $0.01 effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: Third Quarter Ended Nine Months Ended December 24, December 26, December 24, December 26, 2016 2015 2016 2015 Average Shares Outstanding – Basic 7,010 6,900 6,984 6,878 Effect of Dilutive Common Stock Equivalents 194 237 177 256 Average Shares Outstanding – Diluted 7,204 7,137 7,161 7,134 Anti-dilutive Common Stock Equivalents - - - -

LONG-TERM DEBT

LONG-TERM DEBT	9 Months Ended
	Dec. 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 December 24, 2016, $30.0 million was available under the Revolving Credit Facility, of which $17.1 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. 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 nine months of fiscal year 2017, the Company used $7.0 million of borrowings for business acquisitions and related payments. Amendment 3 also provided the Company with a $10.0 million term loan. As of December 24, 2016, $9.0 million was outstanding on the term loan, of which $1.4 million was included in current liabilities with the remainder included in long-term debt on the Consolidated Balance Sheet. 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 Transcat’s 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 Company’s calculated leverage ratio, as defined in the Credit Agreement. The one-month LIBOR as of December 24, 2016 was 0.76%. The Company’s interest rate during the first nine months of fiscal year 2017 ranged from 2.6% 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 first nine months of fiscal year 2017 and expects to remain in compliance throughout fiscal year 2017.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Dec. 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 December 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 December 24, 2016: Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Granted Per Unit December 24, 2016 April 2014 April 2014 - March 2017 61 $ 9.28 50% of target level April 2015 April 2015 - March 2018 73 $ 9.59 50% 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 $0.2 million during the first nine months of both fiscal years 2017 and 2016. As of December 24, 2016, unearned compensation cost to be recognized over the grants’ respective service periods totaled $0.8 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 Company’s options as of December 24, 2016 and for the first nine 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 (33 ) 6.60 Forfeited (3 ) 8.38 Redeemed (30 ) 6.07 Outstanding as of December 24, 2016 428 $ 7.12 2 $ 1,596 Exercisable as of December 24, 2016 368 $ 7.04 1 $ 1,400 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of fiscal year 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 December 24, 2016. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock. Total expense related to stock options was less than $0.1 million during each of the first nine months of fiscal years 2017 and 2016. Total unrecognized compensation cost related to non-vested stock options as of December 24, 2016 was less than $0.1 million, which is expected to be recognized over a weighted average period of one year. The aggregate intrinsic value of stock options exercised in the first nine months of fiscal year 2017 was $0.1 million. Cash received from the exercise of options in the first nine months of fiscal year 2017 was $0.2 million.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Dec. 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 third quarter and first nine months of fiscal years 2017 and 2016: Third Quarter Ended Nine Months Ended December 24, December 26, December 24, December 26, 2016 2015 2016 2015 Revenue: Service $ 17,455 $ 13,922 $ 51,577 $ 41,647 Distribution 20,358 16,238 53,868 47,659 Total 37,813 30,160 105,445 89,306 Gross Profit: Service 4,306 3,272 13,175 10,264 Distribution 4,609 3,506 12,013 10,313 Total 8,915 6,778 25,188 20,577 Operating Expenses: Service (1) 3,365 2,473 10,399 7,981 Distribution (1) 3,197 2,623 9,420 8,517 Total 6,562 5,096 19,819 16,498 Operating Income: Service 941 799 2,776 2,283 Distribution 1,412 883 2,593 1,796 Total 2,353 1,682 5,369 4,079 Unallocated Amounts: Interest and Other Expense, net 188 62 547 193 Provision for Income Taxes 885 552 1,812 1,339 Total 1,073 614 2,359 1,532 Net Income $ 1,280 $ 1,068 $ 3,010 $ 2,547 (1) Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount and management’s estimates.

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS	9 Months Ended
	Dec. 24, 2016
Business Combinations [Abstract]
BUSINESS ACQUISITIONS	NOTE 5 – BUSINESS ACQUISITIONS Transcat completed one business acquisition during the first nine months of fiscal year 2017 and three business acquisitions during the first nine months of fiscal year 2016. These transactions align with the Company’s acquisition strategy of targeting businesses that expand the Company’s geographic reach and leverage its infrastructure while also increasing the depth and breadth of the Company’s 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 Company’s 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 the assets of 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 $ 3,438 Intangible Assets – Customer Base 1,990 Intangible Assets – Covenant Not to Compete 100 5,528 Plus: Current Assets 973 Non-Current Assets 1,651 Less: Current Liabilities (593 ) Total Purchase Price $ 7,559 Acquisition costs of $0.1 million and $0.4 million were recorded as incurred as administrative expenses in the Consolidated Statements of Income during the first nine months of fiscal years 2017 and 2016, respectively. Certain of the Company’s 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 December 24, 2016, $0.5 million of contingent consideration and $2.2 million of other holdback amounts were unpaid and reflected in current liabilities on the Consolidated Balance Sheets. Subsequent to December 24, 2016, the entire outstanding contingent consideration and $1.8 million of other holdback amounts were paid. 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 December 24, 2016 is $0.7 million related to the acquisition of Excalibur. This amount was included in the total $1.8 million of other holdback amounts paid subsequent to December 24, 2016. $0.3 million of contingent consideration and holdback amounts related to acquisitions completed in prior fiscal years were paid during the first nine months of fiscal year 2017. The results of the 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 made during fiscal years 2017 and 2016 had occurred at the beginning of the respective fiscal years. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred at the beginning of each period presented or what the Company’s operating results will be in future periods. (Unaudited) Nine Months Ended December 24, December 26, 2016 2015 Total Revenue $ 105,595 $ 101,106 Net Income $ 3,013 $ 3,611 Basic Earnings Per Share $ 0.43 $ 0.53 Diluted Earnings Per Share $ 0.42 $ 0.51

GENERAL (Policy)

GENERAL (Policy)	9 Months Ended
	Dec. 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: Transcat’s 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 Company’s 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 Company’s 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 and 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 Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At December 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 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 nine months of the fiscal year ending March 25, 2017 (“fiscal year 2017”) and the first nine 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 nine 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 nine months of fiscal year 2017 and a gain of $0.4 million during the first nine 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 December 24, 2016, the Company had a foreign exchange contract, which matured in January 2017, outstanding in the notional amount of $5.9 million. The foreign exchange contract was renewed in January 2017 and continues to be in place. The Company does not use hedging arrangements for speculative purposes.
Earnings Per Share	Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and unvested restricted stock units and the related tax benefits are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding. For each of the third quarters of fiscal years 2017 and 2016, the net additional common stock equivalents had no effect on the calculation of diluted earnings per share. For the first nine months of each of the fiscal years 2017 and 2016, the net additional common stock equivalents had a $0.01 effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows: Third Quarter Ended Nine Months Ended December 24, December 26, December 24, December 26, 2016 2015 2016 2015 Average Shares Outstanding – Basic 7,010 6,900 6,984 6,878 Effect of Dilutive Common Stock Equivalents 194 237 177 256 Average Shares Outstanding – Diluted 7,204 7,137 7,161 7,134 Anti-dilutive Common Stock Equivalents - - - -

GENERAL (Tables)

GENERAL (Tables)	9 Months Ended
	Dec. 24, 2016
Accounting Policies [Abstract]
Schedule of Weighted Average Number of Shares	Third Quarter Ended Nine Months Ended December 24, December 26, December 24, December 26, 2016 2015 2016 2015 Average Shares Outstanding – Basic 7,010 6,900 6,984 6,878 Effect of Dilutive Common Stock Equivalents 194 237 177 256 Average Shares Outstanding – Diluted 7,204 7,137 7,161 7,134 Anti-dilutive Common Stock Equivalents - - - -

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Dec. 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 December 24, 2016 April 2014 April 2014 - March 2017 61 $ 9.28 50% of target level April 2015 April 2015 - March 2018 73 $ 9.59 50% 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 (33 ) 6.60 Forfeited (3 ) 8.38 Redeemed (30 ) 6.07 Outstanding as of December 24, 2016 428 $ 7.12 2 $ 1,596 Exercisable as of December 24, 2016 368 $ 7.04 1 $ 1,400

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Dec. 24, 2016
Segment Reporting [Abstract]
Schedule of Segment Information	Third Quarter Ended Nine Months Ended December 24, December 26, December 24, December 26, 2016 2015 2016 2015 Revenue: Service $ 17,455 $ 13,922 $ 51,577 $ 41,647 Distribution 20,358 16,238 53,868 47,659 Total 37,813 30,160 105,445 89,306 Gross Profit: Service 4,306 3,272 13,175 10,264 Distribution 4,609 3,506 12,013 10,313 Total 8,915 6,778 25,188 20,577 Operating Expenses: Service (1) 3,365 2,473 10,399 7,981 Distribution (1) 3,197 2,623 9,420 8,517 Total 6,562 5,096 19,819 16,498 Operating Income: Service 941 799 2,776 2,283 Distribution 1,412 883 2,593 1,796 Total 2,353 1,682 5,369 4,079 Unallocated Amounts: Interest and Other Expense, net 188 62 547 193 Provision for Income Taxes 885 552 1,812 1,339 Total 1,073 614 2,359 1,532 Net Income $ 1,280 $ 1,068 $ 3,010 $ 2,547 (1) Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount and management’s estimates.

BUSINESS ACQUISITIONS (Tables)

BUSINESS ACQUISITIONS (Tables)	9 Months Ended
	Dec. 24, 2016
Business Combinations [Abstract]
Schedule of Purchase Price Allocation	Goodwill $ 3,438 Intangible Assets – Customer Base 1,990 Intangible Assets – Covenant Not to Compete 100 5,528 Plus: Current Assets 973 Non-Current Assets 1,651 Less: Current Liabilities (593 ) Total Purchase Price $ 7,559
Schedule of Pro Forma Information	(Unaudited) Nine Months Ended December 24, December 26, 2016 2015 Total Revenue $ 105,595 $ 101,106 Net Income $ 3,013 $ 3,611 Basic Earnings Per Share $ 0.43 $ 0.53 Diluted Earnings Per Share $ 0.42 $ 0.51

GENERAL (Narrative) (Details)

GENERAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Dec. 24, 2016	Dec. 26, 2015	Dec. 24, 2016	Dec. 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	$ 0.4
Derivative Asset, Notional Amount	$ 5.9		$ 5.9
Dilutive Securities Effect Per Share on Earnings (in Dollars per share)	$ 0	$ 0	$ 0.01	$ 0.01

GENERAL (Average Shares Outstan

GENERAL (Average Shares Outstanding Used to Compute Basic and Diluted Earnings per Share) (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Dec. 24, 2016	Dec. 26, 2015	Dec. 24, 2016	Dec. 26, 2015
Accounting Policies [Abstract]
Average Shares Outstanding - Basic	7,010	6,900	6,984	6,878
Effect of Dilutive Common Stock Equivalents	194	237	177	256
Average Shares Outstanding - Diluted	7,204	7,137	7,161	7,134
Anti-dilutive Common Stock Equivalents

LONG-TERM DEBT (Details)

LONG-TERM DEBT (Details) $ in Thousands	9 Months Ended
	Dec. 24, 2016USD ($)item	Mar. 26, 2017USD ($)	Mar. 26, 2016
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	9,000
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	0.76%
Maturity date	Sep. 20, 2018
Amount available	$ 30,000
Amount outstanding	$ 17,100
Revolving Credit Facility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate for period	2.60%
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	$ 7,000
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	9 Months Ended
	Dec. 24, 2016	Dec. 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	$ 0.2	0.2
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	0.8
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	9 Months Ended
	Dec. 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	50.00%
Performance Based Restricted Stock Awards Granted In 2016 [Member]
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items]
Total Number of Units Granted | shares	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	9 Months Ended
	Dec. 24, 2016USD ($)$ / sharesshares
Number of Shares
Outstanding, beginning balance | shares	494
Exercised | shares	(33)
Forfeited | shares	(3)
Redeemed | shares	(30)
Outstanding, ending balance | shares	428
Exercisable | shares	368
Weighted Average Exercise Price Per Share
Outstanding, beginning balance | $ / shares	$ 7.03
Exercised | $ / shares	6.60
Forfeited | $ / shares	8.38
Redeemed | $ / shares	6.07
Outstanding, ending balance | $ / shares	7.12
Exercisable | $ / shares	$ 7.04
Weighted Average Remaining Contractual Term (in Years)
Outstanding	2 years
Exercisable	1 year
Aggregate Intrinsic Value
Outstanding | $	$ 1,596
Exercisable | $	$ 1,400

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) $ in Thousands		3 Months Ended		9 Months Ended
		Dec. 24, 2016USD ($)	Dec. 26, 2015USD ($)	Dec. 24, 2016USD ($)item	Dec. 26, 2015USD ($)
Segment Reporting [Abstract]
Number of Reportable Segments | item				2
Revenue:
Revenue		$ 37,813	$ 30,160	$ 105,445	$ 89,306
Gross Profit:
Gross Profit		8,915	6,778	25,188	20,577
Operating Expenses:
Operating Expenses		6,562	5,096	19,819	16,498
Operating Income:
Operating Income		2,353	1,682	5,369	4,079
Unallocated Amounts:
Interest and Other Expense, net		188	62	547	193
Provision for Income Taxes		885	552	1,812	1,339
Net Income		1,280	1,068	3,010	2,547
Service Segment [Member]
Revenue:
Revenue		17,455	13,922	51,577	41,647
Gross Profit:
Gross Profit		4,306	3,272	13,175	10,264
Operating Expenses:
Operating Expenses	[1]	3,365	2,473	10,399	7,981
Operating Income:
Operating Income		941	799	2,776	2,283
Distribution [Member]
Revenue:
Revenue		20,358	16,238	53,868	47,659
Gross Profit:
Gross Profit		4,609	3,506	12,013	10,313
Operating Expenses:
Operating Expenses	[1]	3,197	2,623	9,420	8,517
Operating Income:
Operating Income		1,412	883	2,593	1,796
Segment Reconciling Items [Member]
Unallocated Amounts:
Interest and Other Expense, net		188	62	547	193
Provision for Income Taxes		885	552	1,812	1,339
Unallocated Amounts		$ 1,073	$ 614	$ 2,359	$ 1,532
[1]	Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount and management’s estimates.

BUSINESS ACQUISITIONS (Narrativ

BUSINESS ACQUISITIONS (Narrative) (Details) $ in Thousands	1 Months Ended	9 Months Ended
	Feb. 02, 2017USD ($)	Dec. 24, 2016USD ($)item	Dec. 26, 2015USD ($)item	Mar. 26, 2016USD ($)
Business Acquisition [Line Items]
Business Combination, Contingent Consideration, Liability, Current		$ 500		$ 800
Other holdback amounts unpaid, current		2,200		$ 1,600
Business Combination, Acquisition Related Costs		100	$ 400
Payment of Contingent Consideration and Holdbacks Related to Business Acquisitions		$ (339)
Subsequent Event [Member]
Business Acquisition [Line Items]
Payment of Contingent Consideration and Holdbacks Related to Business Acquisitions	$ (1,800)
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	Dec. 24, 2016	Mar. 26, 2016
Allocation of Purchase Price:
Goodwill	$ 32,436	$ 29,112
Fiscal 2017 Acquisitions [Member]
Allocation of Purchase Price:
Goodwill	3,438
Total	5,528
Plus: Current Assets	973
Non-Current Assets	1,651
Less: Current Liabilities	(593)
Total Purchase Price	7,559
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	9 Months Ended
	Dec. 24, 2016	Dec. 26, 2015
Business Combinations [Abstract]
Total Revenue	$ 105,595	$ 101,106
Net Income	$ 3,013	$ 3,611
Basic Earnings Per Share	$ .43	$ .53
Diluted Earnings Per Share	$ 0.42	$ 0.51