Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 25, 2017 | Jun. 14, 2017 | Sep. 23, 2016 | |
Document and Entity Information [Abstract] | |||
Document Fiscal Period Focus | FY | ||
Entity Common Stock, Shares Outstanding | 7,108,620 | ||
Entity Central Index Key | 99,302 | ||
Current Fiscal Year End Date | --03-25 | ||
Entity Filer Category | Smaller Reporting Company | ||
Document Type | 10-K | ||
Entity Registrant Name | TRANSCAT INC | ||
Document Fiscal Year Focus | 2,017 | ||
Trading Symbol | TRNS | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 25, 2017 | ||
Entity Public Float | $ 68.8 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Income Statement [Abstract] | ||
Service Revenue | $ 71,103 | $ 59,202 |
Distribution Sales | 72,795 | 62,964 |
Total Revenue | 143,898 | 122,166 |
Cost of Services Sold | 52,064 | 43,617 |
Cost of Distribution Sales | 56,864 | 49,430 |
Total Cost of Revenue | 108,928 | 93,047 |
Gross Profit | 34,970 | 29,119 |
Selling, Marketing and Warehouse Expenses | 16,554 | 13,625 |
General and Administrative Expenses | 10,482 | 9,192 |
Total Operating Expenses | 27,036 | 22,817 |
Operating Income | 7,934 | 6,302 |
Interest and Other Expense, net | 770 | 295 |
Income Before Provision for Income Taxes | 7,164 | 6,007 |
Provision for Income Taxes | 2,642 | 1,883 |
Net Income | $ 4,522 | $ 4,124 |
Basic Earnings Per Share (in Dollars per share) | $ 0.65 | $ 0.60 |
Average Shares Outstanding (in Shares) | 6,994 | 6,887 |
Diluted Earnings Per Share (in Dollars per share) | $ 0.64 | $ 0.58 |
Average Shares Outstanding (in Shares) | 7,111 | 7,121 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 4,522 | $ 4,124 |
Other Comprehensive Loss Income: | ||
Currency Translation Adjustment | (41) | (202) |
Other, net of tax effects of $10 and $8 for the years ended March 25, 2017 and March 26, 2016, respectively. | (15) | (13) |
Total Other Comprehensive Loss | (56) | (215) |
Comprehensive Income | $ 4,466 | $ 3,909 |
CONSOLIDATED STATEMENTS OF COM4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Other, tax expense (benefit) | $ 10 | $ 8 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 25, 2017 | Mar. 26, 2016 |
Current Assets: | ||
Cash | $ 842 | $ 641 |
Accounts Receivable, less allowance for doubtful accounts of $210 and $113 as of March 25, 2017 and March 26, 2016, respectively | 22,049 | 17,080 |
Other Receivables | 1,227 | 881 |
Inventory, net | 10,278 | 6,520 |
Prepaid Expenses and Other Current Assets | 1,193 | 1,096 |
Total Current Assets | 35,589 | 26,218 |
Property and Equipment, net | 15,568 | 12,313 |
Goodwill | 32,520 | 29,112 |
Intangible Assets, net | 7,519 | 8,211 |
Other Assets | 901 | 853 |
Total Assets | 92,097 | 76,707 |
Current Liabilities: | ||
Accounts Payable | 11,615 | 8,141 |
Accrued Compensation and Other Liabilities | 5,907 | 7,688 |
Income Taxes Payable | 805 | |
Current Portion of Long-Term Debt | 1,429 | |
Total Current Liabilities | 19,756 | 15,829 |
Long-Term Debt | 25,883 | 19,073 |
Deferred Tax Liabilities, net | 1,134 | 1,071 |
Other Liabilities | 1,923 | 1,823 |
Total Liabilities | 48,696 | 37,796 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,043,754 and 6,923,557 shares issued and outstanding as of March 25, 2017 and March 26, 2016, respectively | 3,522 | 3,462 |
Capital in Excess of Par Value | 12,996 | 12,993 |
Accumulated Other Comprehensive Loss | (414) | (358) |
Retained Earnings | 27,297 | 22,814 |
Total Shareholders' Equity | 43,401 | 38,911 |
Total Liabilities and Shareholders' Equity | $ 92,097 | $ 76,707 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 25, 2017 | Mar. 26, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $ 210 | $ 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 | 7,043,754 | 6,923,557 |
Common Stock, shares outstanding | 7,043,754 | 6,923,557 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 4,522 | $ 4,124 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
(Gain)/Loss on Disposal of Property and Equipment | (4) | 38 |
Deferred Income Taxes | 63 | 136 |
Depreciation and Amortization | 6,184 | 3,946 |
Provision for Accounts Receivable and Inventory Reserves | 376 | 147 |
Stock-Based Compensation Expense | 453 | 359 |
Changes in Assets and Liabilities, net of acquisitions: | ||
Accounts Receivable and Other Receivables | (4,728) | 998 |
Inventory | (3,425) | 177 |
Prepaid Expenses and Other Assets | (224) | 118 |
Accounts Payable | 3,107 | 446 |
Accrued Compensation and Other Liabilities | 405 | 22 |
Income Taxes Payable | 815 | 471 |
Net Cash Provided by Operating Activities | 7,544 | 10,982 |
Cash Flows from Investing Activities: | ||
Purchases of Property and Equipment | (5,250) | (4,101) |
Proceeds from Sale of Property and Equipment | 59 | 31 |
Business Acquisitions, net of cash acquired | (6,977) | (13,894) |
Net Cash Used in Investing Activities | (12,168) | (17,964) |
Cash Flows from Financing Activities: | ||
(Repayment of) Proceeds from Revolving Credit Facility, net | (452) | 6,905 |
Proceeds from Term Loan | 10,000 | |
Repayments of Term Loan | (1,310) | |
Payment of Contingent Consideration and Holdbacks Related to Business Acquisitions | (3,041) | |
Issuance of Common Stock | 635 | 454 |
Repurchase of Common Stock | (98) | (73) |
Stock Option Redemption | (966) | (61) |
Net Cash Provided by Financing Activities | 4,768 | 7,225 |
Effect of Exchange Rate Changes on Cash | 57 | 333 |
Net Increase in Cash | 201 | 576 |
Cash at Beginning of Fiscal Year | 641 | 65 |
Cash at End of Fiscal Year | 842 | 641 |
Cash paid during the period for: | ||
Interest | 686 | 243 |
Income Taxes, net | 1,835 | 1,287 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Contingent Consideration Related to Business Acquisition | 800 | |
Holdback Amounts Related to Business Acquisitions | $ 735 | $ 1,588 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Capital In Excess of Par Value [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 28, 2015 | $ 3,418 | $ 12,289 | $ (143) | $ 18,754 | $ 34,318 |
Balance (in Shares) at Mar. 28, 2015 | 6,836,000 | ||||
Issuance of Common Stock | $ 35 | 419 | 454 | ||
Issuance of Common Stock (in Shares) | 70,000 | ||||
Repurchase of Common Stock | $ (4) | (5) | (64) | (73) | |
Repurchase of Common Stock (in shares) | (8,000) | ||||
Stock-Based Compensation | $ 13 | 346 | 359 | ||
Stock-Based Compensation (in Shares) | 26,000 | ||||
Redemption of Stock Options | (61) | ||||
Tax-Effect of Stock-Based Compensation | 5 | 5 | |||
Other Comprehensive Loss | (215) | (215) | |||
Net Income | 4,124 | 4,124 | |||
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 | $ 40 | 595 | $ 635 | ||
Issuance of Common Stock (in Shares) | 80,000 | ||||
Repurchase of Common Stock | $ (5) | (54) | (39) | (98) | |
Repurchase of Common Stock (in shares) | (10,000) | ||||
Stock-Based Compensation | $ 25 | 428 | 453 | ||
Stock-Based Compensation (in Shares) | 50,000 | ||||
Redemption of Stock Options | (966) | (966) | |||
Other Comprehensive Loss | (56) | (56) | |||
Net Income | 4,522 | 4,522 | |||
Balance at Mar. 25, 2017 | $ 3,522 | $ 12,996 | $ (414) | $ 27,297 | $ 43,401 |
Balance (in Shares) at Mar. 25, 2017 | 7,044,000 | 7,043,754 |
GENERAL
GENERAL | 12 Months Ended |
Mar. 25, 2017 | |
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 handheld 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 and alternative energy; 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. Principles of Consolidation: The consolidated financial statements of Transcat include the accounts of Transcat and the Companys wholly-owned subsidiaries, Transcat Canada Inc., United Scale & Engineering Corporation and WTT Real Estate Acquisition, LLC and Anmar Metrology, Inc. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates: The preparation of Transcats Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (GAAP) requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, allowance for doubtful accounts and returns, inventory reserves, estimated levels of achievement for performance-based restricted stock units, fair value of stock options, depreciable lives of fixed assets, estimated lives of major catalogs and intangible assets, and the valuation of assets acquired and liabilities assumed in business acquisitions. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Consolidated Financial Statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Consolidated Financial Statements. Fiscal Year: Transcat operates on a 52/53 week fiscal year, ending the last Saturday in March. In a 52-week fiscal year, each of the four quarters is a 13-week period. In a 53-week fiscal year, the last quarter is a 14-week period. The fiscal years ended March 25, 2017 (fiscal year 2017) and March 26, 2016 (fiscal year 2016) consisted of 52 weeks. Accounts Receivable: Accounts receivable represent amounts due from customers in the ordinary course of business. These amounts are recorded net of the allowance for doubtful accounts and returns in the Consolidated Balance Sheets. The allowance for doubtful accounts is based upon the expected collectability of accounts receivable. Transcat applies a specific formula to its accounts receivable aging, which may be adjusted on a specific account basis where the formula may not appropriately reserve for loss exposure. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance for doubtful accounts. The returns reserve is calculated based upon the historical rate of returns applied to revenues over a specific timeframe. The returns reserve will increase or decrease as a result of changes in the level of revenue and/or the historical rate of returns. Inventory: Inventory consists of products purchased for resale and is valued at the lower of cost or market value. Costs are determined using the average cost method of inventory valuation. Inventory is reduced by a reserve for items not saleable at or above cost by applying a specific loss factor, based on historical experience, to specific categories of inventory. The Company evaluates the adequacy of the reserve on a quarterly basis. At March 25, 2017 and March 26, 2016, the Company had reserves for inventory losses totaling $0.6 million and $0.5 million, respectively. Property and Equipment, Depreciation and Amortization: Property and equipment are stated at cost. Depreciation and amortization are computed primarily under the straight-line method over the following estimated useful lives: Years Machinery, Equipment and Software 2 20 Rental Equipment 5 8 Furniture and Fixtures 3 10 Leasehold Improvements 2 10 Buildings 39 Property and equipment determined to have no value are written off at their then remaining net book value. Transcat capitalizes certain costs incurred in the procurement and development of computer software used for internal purposes. Leasehold improvements are amortized under the straight-line method over the estimated useful life or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred. See Note 2 for further information on property and equipment. Business Acquisitions: The Company applies the acquisition method of accounting for business acquisitions. Under the acquisition method, the purchase price of an acquisition is assigned to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The Company uses a valuation hierarchy, as further described under Fair Value of Financial Instruments below, and typically utilizes independent third-party valuation specialists to determine the fair values used in this allocation. Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Costs to acquire a business may include, but are not limited to, fees for accounting, legal and valuation services, and are expensed as incurred in the Consolidated Statements of Income. Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair values ofthe underlying net assets of an acquired business. Other intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. The Company tests goodwill for impairment on an annual basis, or immediately if conditions indicate that such impairment could exist. Other intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company determined that no impairment was indicated as of March 25, 2017 and March 26, 2016. A summary of changes in the Companys goodwill and intangible assets is as follows: Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 28, 2015 8,031 12,892 20,923 203 3,351 3,554 Additions (see Note 9) - 8,421 8,421 - 6,127 6,127 Amortization - - - (79 ) (1,255 ) (1,334 ) Currency Translation Adjustment - (232 ) (232 ) - (136 ) (136 ) Net Book Value as of March 26, 2016 $ 8,031 $ 21,081 $ 29,112 $ 124 $ 8,087 $ 8,211 Additions (see Note 9) 1,728 1,733 3,461 1,045 1,045 2,090 Amortization - - - (413 ) (2,362 ) (2,775 ) Currency Translation Adjustment - (53 ) (53 ) - (7 ) (7 ) Net Book Value as of March 25, 2017 $ 9,759 $ 22,761 $ 32,520 $ 756 $ 6,763 $ 7,519 The intangible assets are being amortized on an accelerated basis over their estimated useful lives of up to 10 years. Amortization expense relating to intangible assets is expected to be $2.1 million in fiscal year 2018, $1.6 million in fiscal year 2019, $1.2 million in fiscal year 2020, $0.9 million in fiscal year 2021 and $0.6 million in fiscal year 2022. Catalog Costs: Transcat capitalizes the cost of each Master Catalog mailed and amortizes the cost over the respective catalogs estimated productive life. The Company reviews response results from catalog mailings on a continuous basis, and if warranted, modifies the period over which costs are recognized. The Company amortizes the cost of each Master Catalog over an eighteen- month period and amortizes the cost of each catalog supplement over a three-month period. Total unamortized catalog costs, included as a component of prepaid expenses and other current assets on the Consolidated Balance Sheets, were $0.1 million as of March 25, 2017 and March 26, 2016. Deferred Taxes: Transcat accounts for certain income and expense items differently for financial reporting purposes than for income tax reporting purposes. Deferred taxes are provided in recognition of these temporary differences. If necessary, a valuation allowance on net deferred tax assets is provided for items for which it is more likely than not that the benefit of such items will not be realized based on an assessment of both positive and negative evidence. See Note 4 for further discussion on income taxes. 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 March 25, 2017 and March 26, 2016, investment assets totaled $0.7 million 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 cost 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. The Financial Accounting Standards Board (FASB) issued ASU 2016-09 to simplify certain aspects of the accounting for share-based payment transactions to employees. The Company elected to early adopt this ASU in the fourth quarter of fiscal year 2017. Upon adoption, excess tax benefits for share based award activity are reflected in the statement of income as a component of the provision for income taxes. In fiscal year 2016, these excess tax benefits from the exercise of equity awards were recognized as a component of equity and were 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 fiscal years 2017 and 2016, the Company recorded non-cash stock-based compensation cost in the amount of $0.5 million and $0.4 million, respectively, in the Consolidated Statements of Income. Revenue Recognition: Distribution sales are recorded when an orders title and risk of loss transfers to the customer. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. Some Service revenue is generated from managing customers calibration programs in which the Company recognizes revenue in equal amounts at fixed intervals. The Company generally invoices its customers for freight, shipping, and handling charges. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data. Vendor Rebates: Vendor rebates are generally based on specified cumulative levels of purchases and/or incremental distribution sales and are recorded as a reduction of cost of distribution sales. Purchase rebates are calculated and recorded quarterly based upon the volume of purchases with specific vendors during the quarter. Point of sale rebate programs that are based on year-over-year sales performance on a calendar year basis are recorded as earned, on a quarterly basis, based upon the expected level of annual achievement. Point of sale rebate programs that are based on year-over-year sales performance on a quarterly basis are recorded as earned in the respective quarter. The Company recorded vendor rebates of $1.5 million and $0.9 million in fiscal years 2017 and 2016, respectively as a reduction of cost of distribution sales. Cooperative Advertising Income: Transcat records cash consideration received from vendors for advertising as a reduction of cost of distribution sales. The Company recorded consideration in the amount of $1.7 million and $2.0 million in fiscal years 2017 and 2016, respectively. Advertising Costs: Advertising costs, other than catalog costs, are expensed as they are incurred and are included in Selling, Marketing and Warehouse Expenses in the Consolidated Statements of Income. Advertising costs were approximately $1.2 million in fiscal years 2017 and 2016. Shipping and Handling Costs: Freight expense and direct shipping costs are included in the cost of revenue. These costs totaled approximately $2.2 million and $1.8 million in fiscal years 2017 and 2016, respectively. Direct handling costs, the majority of which represent direct compensation of employees who pick, pack, and prepare merchandise for shipment to customers, are reflected in selling, marketing and warehouse expenses. Direct handling costs were $0.9 million in fiscal years 2017 and 2016. Foreign Currency Translation and Transactions: The accounts of Transcat Canada Inc. 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 income (loss) component of shareholders equity. Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency loss was less than $0.1 million in each of the fiscal years 2017 and 2016. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings would 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 net gain of less than $0.1 million in fiscal year 2017 and a net gain of $0.4 million in 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 March 25, 2017, the Company had a foreign exchange contract, which matured in April 2017, outstanding in the notional amount of $5.9 million. This contract was subsequently renewed and remains in place. The Company does not use hedging arrangements for speculative purposes. Other Comprehensive Income: Comprehensive income is composed of currency translation adjustments, unrecognized prior service costs, net of tax, and unrealized gains or losses on other assets, net of tax. At March 25, 2017, accumulated other comprehensive income consisted of cumulative currency translation losses of $0.3 million, unrecognized prior service costs, net of tax, of $0.1 million and an unrealized gain on other assets, net of tax, of less than $0.1 million. At March 26, 2016, accumulated other comprehensive income consisted of cumulative currency translation losses of $0.3 million, unrecognized prior service costs, net of tax, of $0.1 million and an unrealized gain on other assets, net of tax, of less than $0.1 million. 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 fiscal years 2017 and 2016, the net additional common stock equivalents had a $0.01 and $0.02 per share effect on the calculation of dilutive earnings per share, respectively. The average shares outstanding used to compute basic and diluted earnings per share are as follows: For the Years Ended March 25, March 26, 2017 2016 Average Shares Outstanding Basic 6,994 6,887 Effect of Dilutive Common Stock Equivalents 117 234 Average Shares Outstanding Diluted 7,111 7,121 Anti-dilutive Common Stock Equivalents - 10 Shareholders Equity: During each of fiscal years 2017 and 2016, the Company repurchased and subsequently retired less than 0.1 million shares of its common stock. The Company redeemed certain stock options pursuant to the shareholder - approved Transcat, Inc. 2003 Incentive Plan, as Amended and Restated (the 2003 Plan) for $1.0 million in fiscal year 2017 and $0.1 million in fiscal year 2016. Recently Issued Accounting Pronouncements: In March 2016, FASB issued Accounting Standards Update ("ASU") 2016-09, Compensation-Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Adoption of ASU 2016-09 is required for annual periods beginning after December 15, 2016. The Company elected to early adopt this ASU in the fourth quarter of fiscal year 2017. Early adopting this ASU in an interim period required that any adjustments be reflected as of the beginning of fiscal year 2017. This adoption did not have a material impact on the Companys Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805). This ASU provides guidance on whether a set of assets acquired is to be considered and accounted for as a business acquisition. This guidance requires that an entity evaluate if substantially all of the fair value of the gross assets acquired in a transaction is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires at least one substantive process be acquired for the purchase to be considered a business acquisition. This ASU is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350). This ASU simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in todays two-step impairment test under Accounting Standards Codification (ASC) 350. Under the new guidance, if the carrying amount of a reporting units goodwill exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. This ASU simplifies todays requirement to calculate a goodwill impairment charge using a separately calculated implied fair value. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted beginning January 1, 2017. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. In March 2017, the FASB issued ASU 2017-07 to Topic 715, CompensationRetirement Benefits. This ASU provides new guidance as part of FASBs effort to improve employers financial reporting for defined benefit plans. This new guidance changes where on the income statement employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost. Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those years with early adoption permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. Reclassification of Amounts: Certain reclassifications of financial information for prior fiscal years have been made to conform to the presentation for the current fiscal year. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Mar. 25, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 2 PROPERTY AND EQUIPMENT Property and equipment consists of: March 25, March 26, 2017 2016 Machinery, Equipment and Software $ 32,733 $ 29,833 Rental Equipment 4,461 1,243 Furniture and Fixtures 2,405 2,326 Leasehold Improvements 2,491 2,280 Buildings and Land 500 500 Total Property and Equipment 42,590 36,182 Less: Accumulated Depreciation and Amortization (27,022 ) (23,869 ) Total Property and Equipment, net $ 15,568 $ 12,313 Total depreciation and amortization expense relating to property and equipment amounted to $3.3 million and $2.3 million in fiscal years 2017 and 2016, respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Mar. 25, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 3 LONG-TERM DEBT Description: The Company, 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 interest expense, income taxes, depreciation and amortization, and non-cash stock-based compensation expense for the preceding four consecutive fiscal quarters. As of March 25, 2017, $30.0 million was available under the Revolving Credit Facility, of which $18.6 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 fiscal year 2017, the Company used $10.0 million of borrowings for business acquisitions and related payments. Amendment 3 also provided the Company with a $10.0 million term loan. As of March 25, 2017, $8.7 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 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 March 25, 2017 was 1.0%. The Companys interest rate for fiscal year 2017 ranged from 1.3% to 3.0%. 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 fiscal years 2017 and 2016. Other Terms: The Company has pledged all of its U.S. tangible and intangible personal property, the equity interests of its U.S.-based subsidiaries, and a majority of the common stock of Transcat Canada Inc. as collateral security for the loans made under the Revolving Credit Facility. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 25, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 4 INCOME TAXES Transcats income before income taxes on the Consolidated Statements of Income is as follows: FY 2017 FY 2016 United States $ 6,770 $ 5,760 Foreign 394 247 Total $ 7,164 $ 6,007 The provision for income taxes for fiscal years 2017 and 2016 is as follows: FY 2017 FY 2016 Current Tax Provision: Federal $ 1,945 $ 1,367 State 344 202 Foreign 279 174 2,568 1,743 Deferred Tax (Benefit) Provision: Federal $ 194 $ 266 State 26 85 Foreign (146 ) (211 ) 74 140 Provision for Income Taxes $ 2,642 $ 1,883 A reconciliation of the income tax provision computed by applying the statutory U.S. federal income tax rate and the income tax provision reflected in the Consolidated Statements of Income is as follows: FY 2017 FY 2016 Federal Income Tax at Statutory Rate $ 2,436 $ 2,042 State Income Taxes, net of federal benefit 284 226 Federal, State and Foreign Research & Development Credits 118 (479 ) Other, net (196 ) 94 Total $ 2,642 $ 1,883 The components of net deferred tax assets (liabilities) are as follows: March 25, March 26, 2017 2016 Deferred Tax Assets: Accrued Liabilities $ 338 $ 399 Performance-Based Stock Award Grants 337 335 Inventory Reserves 213 163 Non-Qualified Deferred Compensation Plan 273 273 Post-Retirement Health Care Plans 425 387 Stock-Based Compensation 717 808 Capitalized Inventory Costs 140 117 Net Operating Loss Carryforward 12 133 Other 277 313 Total Deferred Tax Assets $ 2,732 $ 2,928 Deferred Tax Liabilities: Goodwill and Intangible Assets $ (1,486 ) $ (1,865 ) Depreciation (2,335 ) (2,127 ) Other (45 ) (7 ) Total Deferred Tax Liabilities (3,866 ) (3,999 ) Net Deferred Tax Liabilities $ (1,134 ) $ (1,071 ) Deferred U.S. income taxes have not been recorded for basis differences related to the investments in the Companys foreign subsidiary. The Company considers undistributed earnings, if any, as permanently reinvested in the subsidiary. The determination of a deferred tax liability on unremitted earnings would not be practicable because such liability, if any, would depend on circumstances existing if and when remittance occurs. The Company files income tax returns in the U.S. federal jurisdiction, various states and Canada. The Company is no longer subject to examination by U.S. federal income tax authorities for fiscal years 2013 and prior, by state tax authorities for fiscal years 2011 and prior, and by Canadian tax authorities for fiscal years 2009 and prior. There are no tax years currently under examination by U.S. federal, state or Canadian tax authorities. During fiscal years 2017 and 2016, there were no uncertain tax positions. No interest or penalties related to uncertain tax positions were recognized in fiscal years 2017 and 2016 or were accrued at March 25, 2017 and March 26, 2016. At March 25, 2017, the deferred tax asset related to U.S. federal net operating loss carryforwards of less than $0.1 million and U.S. state net operating loss carryforwards of less than $0.1 million are available to reduce future taxable income. The utilization of these losses is subject to an annual limitation due to ownership change rules set forth under Internal Revenue Code Section 382. The Companys effective tax rate for fiscal years 2017 and 2016 was 36.9% and 31.3%, respectively. Its tax rate is affected by recurring items, such as tax rates in foreign jurisdictions and the relative amounts of income the Company earns in those jurisdictions, which the Company expects to be fairly consistent in the near term. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. The Company expects to receive certain federal, state and Canadian tax credits in future years. As such, it expects its effective tax rate in fiscal year 2018 to be between 34.0% and 36.0%. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Mar. 25, 2017 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | NOTE 5 EMPLOYEE BENEFIT PLANS Defined Contribution Plan. All of Transcats U.S.-based employees are eligible to participate in a defined contribution plan, the Long-Term Savings and Deferred Profit Sharing Plan (the Plan), provided they meet certain qualifications. Currently, the Company matches 50% of the first 6% of pay that eligible employees contribute to the Plan. In the long-term savings portion of the Plan (the 401K Plan), plan participants are entitled to a distribution of their vested account balance upon termination of employment or retirement. Plan participants are fully vested in their contributions while Company contributions are fully vested after three years of service. The Companys matching contributions to the 401K Plan were $0.7 million and $0.6 million in fiscal years 2017 and 2016, respectively. In the deferred profit sharing portion of the Plan, Company contributions are made at the discretion of the board of directors. The Company made no profit sharing contributions in fiscal years 2017 and 2016. Non-Qualified Deferred Compensation Plan. The Company has available a non-qualified deferred compensation plan (the NQDC Plan) for directors and officers. Participants are fully vested in their contributions. At its discretion, the Company may elect to match employee contributions, subject to legal limitations in conjunction with the 401K Plan, which fully vest after three years of service. During fiscal years 2017 and 2016, the Company did not match any employee contributions. Participant accounts are adjusted to reflect performance, whether positive or negative, of selected investment options chosen by each participant during the deferral period. In the event of bankruptcy, the assets of the NQDC Plan are available to satisfy the claims of the Companys general creditors. The liability for compensation deferred under the NQDC Plan was $0.7 million as of March 25, 2017 and March 26, 2016 and is included as a component of other liabilities (non-current) on the Consolidated Balance Sheets. Post-retirement Health Care Plans. The Company has a defined benefit post-retirement health care plan which provides long-term care insurance benefits, medical and dental insurance benefits and medical premium reimbursement benefits to eligible retired corporate officers and their eligible spouses (the Officer Plan). The change in the postretirement benefit obligation is as follows: FY 2017 FY 2016 Post-retirement benefit obligation, at beginning of fiscal year $ 1,006 $ 1,001 Service cost 30 34 Interest cost 38 37 Benefits paid (79 ) (70 ) Actuarial loss 110 4 Post-retirement benefit obligation, at end of fiscal year 1,105 1,006 Fair value of plan assets, at end of fiscal year - - Funded status, at end of fiscal year $ (1,105 ) $ (1,006 ) Accumulated post-retirement benefit obligation, at end of fiscal year $ 1,105 $ 1,006 The accumulated postretirement benefit obligation is included as a component of other liabilities (non-current) in the Consolidated Balance Sheets. The components of net periodic postretirement benefit cost and other amounts recognized in other comprehensive income are as follows: FY 2017 FY 2016 Net periodic postretirement benefit cost: Service cost $ 30 $ 34 Interest cost 38 37 Amortization of prior service cost 25 58 93 129 Benefit obligations recognized in other comprehensive income: Amortization of prior service cost (25 ) (58 ) Net gain (loss) 95 (8 ) 70 (66 ) Total recognized in net periodic benefit cost and other comprehensive income $ 163 $ 63 Amount recognized in accumulated other comprehensive income, at end of fiscal year: Unrecognized prior service cost $ 233 $ 162 The prior service cost is amortized over the average remaining life expectancy of active participants in the Officer Plan. The estimated prior service cost that will be amortized from accumulated other comprehensive income into net periodic postretirement benefit cost during fiscal year 2018 is less than $0.1 million. The postretirement benefit obligation was computed by an independent third-party actuary. Assumptions used to determine the postretirement benefit obligation and the net periodic postretirement benefit cost were as follows: March 25, March 26, 2017 2016 Weighted average discount rate 4.1% 3.9% Medical care cost trend rate: Trend rate assumed for next year 8.0% 8.0% Ultimate trend rate 6.0% 6.0% Year that rate reaches ultimate trend rate 2023 2022 Dental care cost trend rate: Trend rate assumed for next year and remaining at that level thereafter 5.0% 5.0% Benefit payments are funded by the Company as needed. Payments toward the cost of a retirees medical and dental coverage are initially determined as a percentage of a base coverage plan in the year of retirement and are limited to increase at a rate of no more than 50% of the annual increase in medical and dental costs, as defined in the plan document. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows: Fiscal Year Amount 2018 $ 83 2019 79 2020 85 2021 92 2022 98 Thereafter 668 Increasing the assumed health care cost trend rate by one percentage point would increase the accumulated postretirement benefit obligation and the annual net periodic postretirement benefit cost by $0.1 million. A one percentage point decrease in the healthcare cost trend would decrease the accumulated postretirement benefit obligation and the annual net periodic postretirement benefit cost by $0.1 million. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Mar. 25, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 6 STOCK-BASED COMPENSATION 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 March 25, 2017, 1.3 million restricted stock units or stock options were available for future grant under the 2003 Plan. Restricted Stock: 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 following table summarizes the performance-based restricted stock units vested and shares issued during fiscal years 2016 and 2017: Total Grant Date Number Number Fair Target of Date Date Measurement of Units Value Level Shares Shares Granted Period Granted Per Unit Achieved Issued Issued April 2012 April 2012 - March 2015 24 $ 13.11 75 % 18 May 2015 April 2013 April 2013 - March 2016 99 $ 6.17 50 % 50 May 2016 The following table summarizes the non-vested performance-based restricted stock units outstanding as of March 25, 2017: Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Granted Per Unit March 25, 2017 April 2014 April 2014 - March 2017 51 $ 9.28 50% of target level April 2015 April 2015 March 2018 63 $ 9.59 50% of target level April 2016 April 2016 March 2019 84 $ 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 in fiscal years 2017 and 2016, respectively. Unearned compensation totaled $0.7 million as of March 25, 2017. During fiscal year 2017, no stock options were awarded. During fiscal year 2016, the Company’s Board of Directors granted a stock award of two thousand shares of common stock under the 2003 Plan to a retiring board member. The award vested in the second quarter of fiscal year 2016. There was no expense relating to these stock awards, based on grant date fair value in fiscal year 2017. The expense related to these stock awards was less than $0.1 million in fiscal year 2016. 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 for fiscal years 2017 and 2016: Weighted Weighted Average Average Number Exercise Remaining Aggregate of Price Per Contractual Intrinsic Shares Share Term (in Years) Value Outstanding as of March 28, 2015 561 $ 6.83 Exercised (50 ) 5.35 Forfeited (1 ) 4.26 Redeemed (16 ) 5.68 Outstanding as of March 26, 2016 494 7.03 Exercised (59 ) 7.00 Forfeited (5 ) 8.95 Redeemed (188 ) 6.40 Outstanding as of March 25, 2017 242 7.48 3 $ 1,217 Exercisable as of March 25, 2017 182 $ 7.45 2 $ 920 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 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 March 25, 2017. The amount of aggregate intrinsic value will change based on the fair market value of the Companys stock. During both of fiscal years 2017 and 2016, total expense relating to stock options was $0.1 million. Total unrecognized compensation cost related to non-vested stock options as of March 25, 2017 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 fiscal years 2017 and 2016 was $0.3 million and $0.2 million, respectively. Cash received from the exercise of options in fiscal years 2017 and 2016 was $0.4 million and $0.3 million, respectively. |
SEGMENT AND GEOGRAPHIC DATA
SEGMENT AND GEOGRAPHIC DATA | 12 Months Ended |
Mar. 25, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC DATA | NOTE 7 SEGMENT AND GEOGRAPHIC DATA Transcat has two reportable segments: Distribution and Service. The accounting policies of the reportable segments are the same as those described above in Note 1 to the Consolidated Financial Statements. The Company has no inter-segment sales. The following table presents segment and geographic data for fiscal years 2017 and 2016: FY 2017 FY 2016 Revenue: Service $ 71,103 $ 59,202 Distribution 72,795 62,964 Total 143,898 122,166 Gross Profit: Service 19,039 15,585 Distribution 15,931 13,534 Total 34,970 29,119 Operating Expenses: Service (1) 14,270 11,430 Distribution (1) 12,766 11,387 Total 27,036 22,817 Operating Income: Service 4,769 4,155 Distribution 3,165 2,147 Total 7,934 6,302 Unallocated Amounts: Interest and Other Expense, net 770 295 Provision for Income Taxes 2,642 1,883 Total 3,412 2,178 Net Income $ 4,522 $ 4,124 Total Assets: Service $ 51,756 $ 48,640 Distribution 36,812 24,878 Unallocated 3,529 3,189 Total $ 92,097 $ 76,707 Depreciation and Amortization (2): Service $ 4,660 $ 3,216 Distribution 1,524 730 Total $ 6,184 $ 3,946 Capital Expenditures: Service $ 2,662 $ 3,133 Distribution 2,588 968 Total $ 5,250 $ 4,101 FY 2017 FY 2016 Geographic Data: Revenues to Unaffiliated Customers (3): United States (4) $ 129,732 $ 109,770 Canada 12,432 10,854 Other International 1,734 1,542 Total $ 143,898 $ 122,166 Long-Lived Assets: United States (4) $ 14,550 $ 11,337 Canada 1,018 976 Total $ 15,568 $ 12,313 (1) Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and managements estimates. In fiscal year 2017, $0.5 million more of operating expenses were allocated to the Service segment than in fiscal year 2016 as Service revenue was a greater percentage of total revenue. (2) Including amortization of catalog costs and intangible assets. (3) Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. (4) United States includes Puerto Rico. |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Mar. 25, 2017 | |
Leases, Operating [Abstract] | |
COMMITMENTS | NOTE 8 COMMITMENTS Leases: Transcat leases facilities, equipment, and vehicles under various non-cancelable operating leases. Total rental expense was approximately $3.0 million and $2.4 million in fiscal years 2017 and 2016, respectively. The minimum future annual rental payments under the non-cancelable leases at March 25, 2017 are as follows (in millions): Fiscal Year 2018 $ 2.2 2019 1.6 2020 1.0 2021 0.5 2022 0.4 Thereafter 0.2 Total minimum lease payments $ 5.9 Effective April 2016, the Company has term loan payments due at a monthly amount of $0.1 million plus interest. These amounts are not reflected in the table above. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Mar. 25, 2017 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 9 BUSINESS ACQUISITIONS The Company has engaged in a number of business acquisitions. During fiscal years 2017 and 2016, Transcat completed the following: ● On June 22, 2015, acquired substantially all of the assets of Calibration Technologies, Inc., a regional provider of analytical instrument services including qualification, validation, repair and installation, headquartered in Morris Plains, New Jersey. ● Effective August 24, 2015, acquired Anmar Metrology, Inc. (Anmar), a calibration and repair service provider with significant focus on the life science and defense market, headquartered in San Diego, California. ● On August 25, 2015, acquired Nordcal Calibration Inc. (Nordcal), a provider of radio frequency and electronic calibration and repair services, located in Montreal, Quebec. ● Effective December 31, 2015, acquired substantially all of the assets of Spectrum Technologies, Inc. ("Spectrum"). Headquartered in Paxinos, Pennsylvania, Spectrum provides commercial calibrations, test equipment repair services and product sales throughout North America. ● Effective January 18, 2016, acquired Dispersion Laboratory Inc. ("Dispersion"), headquartered near Montreal, Quebec, Dispersion provides fully accredited services for the calibration, repair and product sales of weights, balances, temperature instruments and liquid handling devices. ● On April 1, 2016, acquired substantially all of the assets of Excalibur Engineering, Inc. (Excalibur). Headquartered in Irvine, California, Excalibur is a provider of calibration services, new and used test equipment, and product rentals. These transactions align with the Companys acquisition strategy of targeting service businesses that expand the Companys geographic reach and leverage its infrastructure while also increasing the depth and breadth of the Companys service capabilities. The acquisitions were accounted for 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. 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 and the intangible assets relating to the Ulrich, Anmar, Nordcal and Dispersion acquisitions is not expected to be deductible for tax purposes. The total purchase price paid for the businesses acquired in fiscal year 2017 was approximately $7.6 million, net of less than $0.1 million cash acquired. The total purchase price paid for the businesses acquired in fiscal year 2016 was approximately $16.3 million, net of $0.2 million cash acquired. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of assets and liabilities acquired during each period presented: FY 2017 FY 2016 Goodwill $ 3,455 $ 8,418 Intangible Assets Customer Base 1,990 5,617 Intangible Assets Covenants Not to Compete 100 510 Deferred Tax Liability - (297 ) 5,545 14,248 Plus: Current Assets 973 1,272 Non-Current Assets 1,652 1,709 Less: Current Liabilities (606 ) (343 ) Non-Current Liabilities (611 ) Total Purchase Price $ 7,564 $ 16,275 The business acquisitions completed during fiscal years 2017 and 2016 include holdback provisions for contingent consideration and other holdback amounts, as defined by the respective purchase agreements. The Company accrues contingent consideration, if any, based on its estimated fair value at the date of acquisition, in addition to other amounts relating to the holdback provisions. Contingent consideration of $0.3 million and other holdback amounts of $2.7 million were paid during fiscal year 2017. No contingent consideration or other holdback amounts were paid during fiscal year 2016. As of March 25, 2017, no contingent consideration or other holdback amounts were unpaid and included 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. During fiscal years 2017 and 2016, acquisition costs of $0.1 million and $0.6 million, respectively, were incurred and recorded as general and administrative expenses in the Consolidated Statement of Income. The results of the acquired businesses are included in Transcats consolidated operating results as of the date the businesses were acquired. The following unaudited pro forma information presents the Companys results of operations as if the acquisitions had occurred at the beginning of the respective fiscal year. 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) For the Years Ended March 25, March 26, 2017 2016 Total Revenue $ 144,048 $ 136,292 Net Income 4,525 5,323 Basic Earnings Per Share 0.65 0.77 Diluted Earnings Per Share 0.64 0.75 |
QUARTERLY DATA (Unaudited)
QUARTERLY DATA (Unaudited) | 12 Months Ended |
Mar. 25, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY DATA (Unaudited) | NOTE 10 QUARTERLY DATA (Unaudited) The following table presents a summary of certain unaudited quarterly financial data for fiscal years 2017 and 2016: Basic Diluted Total Gross Net Earnings Earnings Revenues Profit Income Per Share (a) Per Share (a) FY 2017: Fourth Quarter $ 38,453 $ 9,782 $ 1,429 $ 0.20 $ 0.20 Third Quarter 37,813 8,915 1,271 0.18 0.18 Second Quarter 34,485 8,027 916 0.13 0.13 First Quarter 33,147 8,246 906 0.13 0.13 FY 2016: Fourth Quarter $ 32,860 $ 8,542 $ 1,577 $ 0.22 $ 0.22 Third Quarter 30,160 6,778 1,068 0.15 0.15 Second Quarter 29,476 6,737 878 0.13 0.12 First Quarter 29,670 7,062 601 0.09 0.08 (a) Earnings per share calculations for each quarter include the weighted average effect of stock issuances and common stock equivalents for the quarter; therefore the sum of quarterly earnings per share amounts may not equal full-year earnings per share amounts, which reflect the weighted average effect on an annual basis. Diluted earnings per share calculations for each quarter include the effect of stock options and non-vested restricted stock units, when dilutive to the quarter. In addition, basic earnings per share and diluted earnings per share may not add due to rounding. |
GENERAL (Policy)
GENERAL (Policy) | 12 Months Ended |
Mar. 25, 2017 | |
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 handheld 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 and alternative energy; 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. |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements of Transcat include the accounts of Transcat and the Companys wholly-owned subsidiaries, Transcat Canada Inc., United Scale & Engineering Corporation and WTT Real Estate Acquisition, LLC and Anmar Metrology, Inc. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates: The preparation of Transcats Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States (GAAP) requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, allowance for doubtful accounts and returns, inventory reserves, estimated levels of achievement for performance-based restricted stock units, fair value of stock options, depreciable lives of fixed assets, estimated lives of major catalogs and intangible assets, and the valuation of assets acquired and liabilities assumed in business acquisitions. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Consolidated Financial Statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Consolidated Financial Statements. |
Fiscal Year | Fiscal Year: Transcat operates on a 52/53 week fiscal year, ending the last Saturday in March. In a 52-week fiscal year, each of the four quarters is a 13-week period. In a 53-week fiscal year, the last quarter is a 14-week period. The fiscal years ended March 25, 2017 (fiscal year 2017) and March 26, 2016 (fiscal year 2016) consisted of 52 weeks. |
Accounts Receivable | Accounts Receivable: Accounts receivable represent amounts due from customers in the ordinary course of business. These amounts are recorded net of the allowance for doubtful accounts and returns in the Consolidated Balance Sheets. The allowance for doubtful accounts is based upon the expected collectability of accounts receivable. Transcat applies a specific formula to its accounts receivable aging, which may be adjusted on a specific account basis where the formula may not appropriately reserve for loss exposure. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance for doubtful accounts. The returns reserve is calculated based upon the historical rate of returns applied to revenues over a specific timeframe. The returns reserve will increase or decrease as a result of changes in the level of revenue and/or the historical rate of returns. |
Inventory | Inventory: Inventory consists of products purchased for resale and is valued at the lower of cost or market value. Costs are determined using the average cost method of inventory valuation. Inventory is reduced by a reserve for items not saleable at or above cost by applying a specific loss factor, based on historical experience, to specific categories of inventory. The Company evaluates the adequacy of the reserve on a quarterly basis. At March 25, 2017 and March 26, 2016, the Company had reserves for inventory losses totaling $0.6 million and $0.5 million, respectively. |
Property and Equipment, Depreciation and Amortization | Property and Equipment, Depreciation and Amortization: Property and equipment are stated at cost. Depreciation and amortization are computed primarily under the straight-line method over the following estimated useful lives: Years Machinery, Equipment and Software 2 20 Rental Equipment 5 8 Furniture and Fixtures 3 10 Leasehold Improvements 2 10 Buildings 39 Property and equipment determined to have no value are written off at their then remaining net book value. Transcat capitalizes certain costs incurred in the procurement and development of computer software used for internal purposes. Leasehold improvements are amortized under the straight-line method over the estimated useful life or the lease term, whichever is shorter. Maintenance and repairs are expensed as incurred. See Note 2 for further information on property and equipment. |
Business Acquisitions | Business Acquisitions: The Company applies the acquisition method of accounting for business acquisitions. Under the acquisition method, the purchase price of an acquisition is assigned to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The Company uses a valuation hierarchy, as further described under Fair Value of Financial Instruments below, and typically utilizes independent third-party valuation specialists to determine the fair values used in this allocation. Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. Costs to acquire a business may include, but are not limited to, fees for accounting, legal and valuation services, and are expensed as incurred in the Consolidated Statements of Income. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. Other intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. The Company tests goodwill for impairment on an annual basis, or immediately if conditions indicate that such impairment could exist. Other intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company determined that no impairment was indicated as of March 25, 2017 and March 26, 2016. A summary of changes in the Companys goodwill and intangible assets is as follows: Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 28, 2015 8,031 12,892 20,923 203 3,351 3,554 Additions (see Note 9) - 8,421 8,421 - 6,127 6,127 Amortization - - - (79 ) (1,255 ) (1,334 ) Currency Translation Adjustment - (232 ) (232 ) - (136 ) (136 ) Net Book Value as of March 26, 2016 $ 8,031 $ 21,081 $ 29,112 $ 124 $ 8,087 $ 8,211 Additions (see Note 9) 1,728 1,733 3,461 1,045 1,045 2,090 Amortization - - - (413 ) (2,362 ) (2,775 ) Currency Translation Adjustment - (53 ) (53 ) - (7 ) (7 ) Net Book Value as of March 25, 2017 $ 9,759 $ 22,761 $ 32,520 $ 756 $ 6,763 $ 7,519 The intangible assets are being amortized on an accelerated basis over their estimated useful lives of up to 10 years. Amortization expense relating to intangible assets is expected to be $2.1 million in fiscal year 2018, $1.6 million in fiscal year 2019, $1.2 million in fiscal year 2020, $0.9 million in fiscal year 2021 and $0.6 million in fiscal year 2022. |
Catalog Costs | Catalog Costs: Transcat capitalizes the cost of each Master Catalog mailed and amortizes the cost over the respective catalogs estimated productive life. The Company reviews response results from catalog mailings on a continuous basis, and if warranted, modifies the period over which costs are recognized. The Company amortizes the cost of each Master Catalog over an eighteen- month period and amortizes the cost of each catalog supplement over a three-month period. Total unamortized catalog costs, included as a component of prepaid expenses and other current assets on the Consolidated Balance Sheets, were $0.1 million as of March 25, 2017 and March 26, 2016. |
Deferred Taxes | Deferred Taxes: Transcat accounts for certain income and expense items differently for financial reporting purposes than for income tax reporting purposes. Deferred taxes are provided in recognition of these temporary differences. If necessary, a valuation allowance on net deferred tax assets is provided for items for which it is more likely than not that the benefit of such items will not be realized based on an assessment of both positive and negative evidence. See Note 4 for further discussion on income taxes. |
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 March 25, 2017 and March 26, 2016, investment assets totaled $0.7 million 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 cost 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. The Financial Accounting Standards Board (FASB) issued ASU 2016-09 to simplify certain aspects of the accounting for share-based payment transactions to employees. The Company elected to early adopt this ASU in the fourth quarter of fiscal year 2017. Upon adoption, excess tax benefits for share based award activity are reflected in the statement of income as a component of the provision for income taxes. In fiscal year 2016, these excess tax benefits from the exercise of equity awards were recognized as a component of equity and were 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 fiscal years 2017 and 2016, the Company recorded non-cash stock-based compensation cost in the amount of $0.5 million and $0.4 million, respectively, in the Consolidated Statements of Income. |
Revenue Recognition | Revenue Recognition: Distribution sales are recorded when an orders title and risk of loss transfers to the customer. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. Some Service revenue is generated from managing customers calibration programs in which the Company recognizes revenue in equal amounts at fixed intervals. The Company generally invoices its customers for freight, shipping, and handling charges. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data. |
Vendor Rebates | Vendor Rebates: Vendor rebates are generally based on specified cumulative levels of purchases and/or incremental distribution sales and are recorded as a reduction of cost of distribution sales. Purchase rebates are calculated and recorded quarterly based upon the volume of purchases with specific vendors during the quarter. Point of sale rebate programs that are based on year-over-year sales performance on a calendar year basis are recorded as earned, on a quarterly basis, based upon the expected level of annual achievement. Point of sale rebate programs that are based on year-over-year sales performance on a quarterly basis are recorded as earned in the respective quarter. The Company recorded vendor rebates of $1.5 million and $0.9 million in fiscal years 2017 and 2016, respectively as a reduction of cost of distribution sales. |
Cooperative Advertising Income | Cooperative Advertising Income: Transcat records cash consideration received from vendors for advertising as a reduction of cost of distribution sales. The Company recorded consideration in the amount of $1.7 million and $2.0 million in fiscal years 2017 and 2016, respectively. |
Advertising Costs | Advertising Costs: Advertising costs, other than catalog costs, are expensed as they are incurred and are included in Selling, Marketing and Warehouse Expenses in the Consolidated Statements of Income. Advertising costs were approximately $1.2 million in fiscal years 2017 and 2016. |
Shipping and Handling Costs | Shipping and Handling Costs: Freight expense and direct shipping costs are included in the cost of revenue. These costs totaled approximately $2.2 million and $1.8 million in fiscal years 2017 and 2016, respectively. Direct handling costs, the majority of which represent direct compensation of employees who pick, pack, and prepare merchandise for shipment to customers, are reflected in selling, marketing and warehouse expenses. Direct handling costs were $0.9 million in fiscal years 2017 and 2016. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions: The accounts of Transcat Canada Inc. 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 income (loss) component of shareholders equity. Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency loss was less than $0.1 million in each of the fiscal years 2017 and 2016. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings would 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 net gain of less than $0.1 million in fiscal year 2017 and a net gain of $0.4 million in 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 March 25, 2017, the Company had a foreign exchange contract, which matured in April 2017, outstanding in the notional amount of $5.9 million. This contract was subsequently renewed and remains in place. The Company does not use hedging arrangements for speculative purposes. |
Other Comprehensive Income | Other Comprehensive Income: Comprehensive income is composed of currency translation adjustments, unrecognized prior service costs, net of tax, and unrealized gains or losses on other assets, net of tax. At March 25, 2017, accumulated other comprehensive income consisted of cumulative currency translation losses of $0.3 million, unrecognized prior service costs, net of tax, of $0.1 million and an unrealized gain on other assets, net of tax, of less than $0.1 million. At March 26, 2016, accumulated other comprehensive income consisted of cumulative currency translation losses of $0.3 million, unrecognized prior service costs, net of tax, of $0.1 million and an unrealized gain on other assets, net of tax, of less than $0.1 million. |
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 fiscal years 2017 and 2016, the net additional common stock equivalents had a $0.01 and $0.02 per share effect on the calculation of dilutive earnings per share, respectively. The average shares outstanding used to compute basic and diluted earnings per share are as follows: For the Years Ended March 25, March 26, 2017 2016 Average Shares Outstanding Basic 6,994 6,887 Effect of Dilutive Common Stock Equivalents 117 234 Average Shares Outstanding Diluted 7,111 7,121 Anti-dilutive Common Stock Equivalents - 10 |
Shareholders' Equity | Shareholders Equity: During each of fiscal years 2017 and 2016, the Company repurchased and subsequently retired less than 0.1 million shares of its common stock. The Company redeemed certain stock options pursuant to the shareholder - approved Transcat, Inc. 2003 Incentive Plan, as Amended and Restated (the 2003 Plan) for $1.0 million in fiscal year 2017 and $0.1 million in fiscal year 2016. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: In March 2016, FASB issued Accounting Standards Update ("ASU") 2016-09, Compensation-Stock Compensation (Topic 718) - Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. Adoption of ASU 2016-09 is required for annual periods beginning after December 15, 2016. The Company elected to early adopt this ASU in the fourth quarter of fiscal year 2017. Early adopting this ASU in an interim period required that any adjustments be reflected as of the beginning of fiscal year 2017. This adoption did not have a material impact on the Companys Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805). This ASU provides guidance on whether a set of assets acquired is to be considered and accounted for as a business acquisition. This guidance requires that an entity evaluate if substantially all of the fair value of the gross assets acquired in a transaction is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires at least one substantive process be acquired for the purchase to be considered a business acquisition. This ASU is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350). This ASU simplifies the accounting for goodwill impairment for all entities by requiring impairment charges to be based on the first step in todays two-step impairment test under Accounting Standards Codification (ASC) 350. Under the new guidance, if the carrying amount of a reporting units goodwill exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. This ASU simplifies todays requirement to calculate a goodwill impairment charge using a separately calculated implied fair value. This ASU is effective for annual and interim reporting periods beginning after December 15, 2019. Early adoption is permitted beginning January 1, 2017. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. In March 2017, the FASB issued ASU 2017-07 to Topic 715, CompensationRetirement Benefits. This ASU provides new guidance as part of FASBs effort to improve employers financial reporting for defined benefit plans. This new guidance changes where on the income statement employers that sponsor defined benefit pension and/or other postretirement benefit plans present the net periodic benefit cost. Under the new guidance, employers will present the service cost component of the net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. In addition, only the service cost component will be eligible for capitalization in assets. Employers will present the other components separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. Employers will have to disclose the line(s) used to present the other components of net periodic benefit cost, if the components are not presented separately in the income statement. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those years with early adoption permitted. The Company does not expect adoption of this ASU to have a material impact on its Consolidated Financial Statements. |
Reclassification of Amounts | Reclassification of Amounts: Certain reclassifications of financial information for prior fiscal years have been made to conform to the presentation for the current fiscal year. |
GENERAL (Tables)
GENERAL (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Years Machinery, Equipment and Software 2 20 Rental Equipment 5 8 Furniture and Fixtures 3 10 Leasehold Improvements 2 10 Buildings 39 |
Schedule of Goodwill and Intangible Assets | Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 28, 2015 8,031 12,892 20,923 203 3,351 3,554 Additions (see Note 9) - 8,421 8,421 - 6,127 6,127 Amortization - - - (79 ) (1,255 ) (1,334 ) Currency Translation Adjustment - (232 ) (232 ) - (136 ) (136 ) Net Book Value as of March 26, 2016 $ 8,031 $ 21,081 $ 29,112 $ 124 $ 8,087 $ 8,211 Additions (see Note 9) 1,728 1,733 3,461 1,045 1,045 2,090 Amortization - - - (413 ) (2,362 ) (2,775 ) Currency Translation Adjustment - (53 ) (53 ) - (7 ) (7 ) Net Book Value as of March 25, 2017 $ 9,759 $ 22,761 $ 32,520 $ 756 $ 6,763 $ 7,519 |
Schedule of Weighted Average Number of Shares | For the Years Ended March 25, March 26, 2017 2016 Average Shares Outstanding Basic 6,994 6,887 Effect of Dilutive Common Stock Equivalents 117 234 Average Shares Outstanding Diluted 7,111 7,121 Anti-dilutive Common Stock Equivalents - 10 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | March 25, March 26, 2017 2016 Machinery, Equipment and Software $ 32,733 $ 29,833 Rental Equipment 4,461 1,243 Furniture and Fixtures 2,405 2,326 Leasehold Improvements 2,491 2,280 Buildings and Land 500 500 Total Property and Equipment 42,590 36,182 Less: Accumulated Depreciation and Amortization (27,022 ) (23,869 ) Total Property and Equipment, net $ 15,568 $ 12,313 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Income before Income Taxes | FY 2017 FY 2016 United States $ 6,770 $ 5,760 Foreign 394 247 Total $ 7,164 $ 6,007 |
Schedule of Net Provision for Income Taxes | FY 2017 FY 2016 Current Tax Provision: Federal $ 1,945 $ 1,367 State 344 202 Foreign 279 174 2,568 1,743 Deferred Tax (Benefit) Provision: Federal $ 194 $ 266 State 26 85 Foreign (146 ) (211 ) 74 140 Provision for Income Taxes $ 2,642 $ 1,883 |
Reconciliation of the Income Tax Provision | FY 2017 FY 2016 Federal Income Tax at Statutory Rate $ 2,436 $ 2,042 State Income Taxes, net of federal benefit 284 226 Federal, State and Foreign Research & Development Credits 118 (479 ) Other, net (196 ) 94 Total $ 2,642 $ 1,883 |
Schedule of Components of the Net Deferred Tax Assets (liabilities) | March 25, March 26, 2017 2016 Deferred Tax Assets: Accrued Liabilities $ 338 $ 399 Performance-Based Stock Award Grants 337 335 Inventory Reserves 213 163 Non-Qualified Deferred Compensation Plan 273 273 Post-Retirement Health Care Plans 425 387 Stock-Based Compensation 717 808 Capitalized Inventory Costs 140 117 Net Operating Loss Carryforward 12 133 Other 277 313 Total Deferred Tax Assets $ 2,732 $ 2,928 Deferred Tax Liabilities: Goodwill and Intangible Assets $ (1,486 ) $ (1,865 ) Depreciation (2,335 ) (2,127 ) Other (45 ) (7 ) Total Deferred Tax Liabilities (3,866 ) (3,999 ) Net Deferred Tax Liabilities $ (1,134 ) $ (1,071 ) |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Change in the Postretirement Benefit Obligation | FY 2017 FY 2016 Post-retirement benefit obligation, at beginning of fiscal year $ 1,006 $ 1,001 Service cost 30 34 Interest cost 38 37 Benefits paid (79 ) (70 ) Actuarial loss 110 4 Post-retirement benefit obligation, at end of fiscal year 1,105 1,006 Fair value of plan assets, at end of fiscal year - - Funded status, at end of fiscal year $ (1,105 ) $ (1,006 ) Accumulated post-retirement benefit obligation, at end of fiscal year $ 1,105 $ 1,006 |
Schedule of Net Periodic Postretirement Benefit Cost and Other Amounts Recognized in Other Comprehensive Income | FY 2017 FY 2016 Net periodic postretirement benefit cost: Service cost $ 30 $ 34 Interest cost 38 37 Amortization of prior service cost 25 58 93 129 Benefit obligations recognized in other comprehensive income: Amortization of prior service cost (25 ) (58 ) Net gain (loss) 95 (8 ) 70 (66 ) Total recognized in net periodic benefit cost and other comprehensive income $ 163 $ 63 Amount recognized in accumulated other comprehensive income, at end of fiscal year: Unrecognized prior service cost $ 233 $ 162 |
Schedule of Assumptions Used | March 25, March 26, 2017 2016 Weighted average discount rate 4.1% 3.9% Medical care cost trend rate: Trend rate assumed for next year 8.0% 8.0% Ultimate trend rate 6.0% 6.0% Year that rate reaches ultimate trend rate 2023 2022 Dental care cost trend rate: Trend rate assumed for next year and remaining at that level thereafter 5.0% 5.0% |
Schedule of Expected Benefit Payments | Fiscal Year Amount 2018 $ 83 2019 79 2020 85 2021 92 2022 98 Thereafter 668 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | Total Grant Date Number Number Fair Target of Date Date Measurement of Units Value Level Shares Shares Granted Period Granted Per Unit Achieved Issued Issued April 2012 April 2012 - March 2015 24 $ 13.11 75 % 18 May 2015 April 2013 April 2013 - March 2016 99 $ 6.17 50 % 50 May 2016 |
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 March 25, 2017 April 2014 April 2014 - March 2017 51 $ 9.28 50% of target level April 2015 April 2015 March 2018 63 $ 9.59 50% of target level April 2016 April 2016 March 2019 84 $ 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 28, 2015 561 $ 6.83 Exercised (50 ) 5.35 Forfeited (1 ) 4.26 Redeemed (16 ) 5.68 Outstanding as of March 26, 2016 494 7.03 Exercised (59 ) 7.00 Forfeited (5 ) 8.95 Redeemed (188 ) 6.40 Outstanding as of March 25, 2017 242 7.48 3 $ 1,217 Exercisable as of March 25, 2017 182 $ 7.45 2 $ 920 |
SEGMENT AND GEOGRAPHIC DATA (Ta
SEGMENT AND GEOGRAPHIC DATA (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | FY 2017 FY 2016 Revenue: Service $ 71,103 $ 59,202 Distribution 72,795 62,964 Total 143,898 122,166 Gross Profit: Service 19,039 15,585 Distribution 15,931 13,534 Total 34,970 29,119 Operating Expenses: Service (1) 14,270 11,430 Distribution (1) 12,766 11,387 Total 27,036 22,817 Operating Income: Service 4,769 4,155 Distribution 3,165 2,147 Total 7,934 6,302 Unallocated Amounts: Interest and Other Expense, net 770 295 Provision for Income Taxes 2,642 1,883 Total 3,412 2,178 Net Income $ 4,522 $ 4,124 Total Assets: Service $ 51,756 $ 48,640 Distribution 36,812 24,878 Unallocated 3,529 3,189 Total $ 92,097 $ 76,707 Depreciation and Amortization (2): Service $ 4,660 $ 3,216 Distribution 1,524 730 Total $ 6,184 $ 3,946 Capital Expenditures: Service $ 2,662 $ 3,133 Distribution 2,588 968 Total $ 5,250 $ 4,101 FY 2017 FY 2016 Geographic Data: Revenues to Unaffiliated Customers (3): United States (4) $ 129,732 $ 109,770 Canada 12,432 10,854 Other International 1,734 1,542 Total $ 143,898 $ 122,166 Long-Lived Assets: United States (4) $ 14,550 $ 11,337 Canada 1,018 976 Total $ 15,568 $ 12,313 (1) Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and managements estimates. In fiscal year 2017, $0.5 million more of operating expenses were allocated to the Service segment than in fiscal year 2016 as Service revenue was a greater percentage of total revenue. (2) Including amortization of catalog costs and intangible assets. (3) Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. (4) United States includes Puerto Rico. |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Fiscal Year 2018 $ 2.2 2019 1.6 2020 1.0 2021 0.5 2022 0.4 Thereafter 0.2 Total minimum lease payments $ 5.9 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | FY 2017 FY 2016 Goodwill $ 3,455 $ 8,418 Intangible Assets Customer Base 1,990 5,617 Intangible Assets Covenants Not to Compete 100 510 Deferred Tax Liability - (297 ) 5,545 14,248 Plus: Current Assets 973 1,272 Non-Current Assets 1,652 1,709 Less: Current Liabilities (606 ) (343 ) Non-Current Liabilities (611 ) Total Purchase Price $ 7,564 $ 16,275 |
Schedule of Pro Forma Information | (Unaudited) For the Years Ended March 25, March 26, 2017 2016 Total Revenue $ 144,048 $ 136,292 Net Income 4,525 5,323 Basic Earnings Per Share 0.65 0.77 Diluted Earnings Per Share 0.64 0.75 |
QUARTERLY DATA (Unaudited) (Tab
QUARTERLY DATA (Unaudited) (Tables) | 12 Months Ended |
Mar. 25, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Data | Basic Diluted Total Gross Net Earnings Earnings Revenues Profit Income Per Share (a) Per Share (a) FY 2017: Fourth Quarter $ 38,453 $ 9,782 $ 1,429 $ 0.20 $ 0.20 Third Quarter 37,813 8,915 1,271 0.18 0.18 Second Quarter 34,485 8,027 916 0.13 0.13 First Quarter 33,147 8,246 906 0.13 0.13 FY 2016: Fourth Quarter $ 32,860 $ 8,542 $ 1,577 $ 0.22 $ 0.22 Third Quarter 30,160 6,778 1,068 0.15 0.15 Second Quarter 29,476 6,737 878 0.13 0.12 First Quarter 29,670 7,062 601 0.09 0.08 (a) Earnings per share calculations for each quarter include the weighted average effect of stock issuances and common stock equivalents for the quarter; therefore the sum of quarterly earnings per share amounts may not equal full-year earnings per share amounts, which reflect the weighted average effect on an annual basis. Diluted earnings per share calculations for each quarter include the effect of stock options and non-vested restricted stock units, when dilutive to the quarter. In addition, basic earnings per share and diluted earnings per share may not add due to rounding. |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
General [Line Items] | ||
Inventory Valuation Reserves | $ 600 | $ 500 |
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 2,100 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1,600 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,200 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 900 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 600 | |
Prepaid Expense and Other Assets, Current | 1,193 | $ 1,096 |
Investments | 700 | 700 |
Allocated Share-based Compensation Expense | 500 | 400 |
Vendor rebates | 1,500 | 900 |
Cooperative advertising amount | 1,700 | 2,000 |
Advertising costs | 1,200 | 1,200 |
Freight expense and direct shipping costs | 2,200 | 1,800 |
Direct handling costs | 900 | 900 |
Foreign Currency Transaction Gain (Loss), Realized | (100) | (100) |
Foreign Currency Transaction Gain (Loss), Unrealized | 100 | 400 |
Derivative Asset, Notional Amount | 5,900 | |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (300) | (300) |
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Prior Service Cost (Credit), after Tax | (100) | (100) |
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | $ 100 | $ 100 |
Dilutive Securities Effect Per Share on Earnings (in Dollars per share) | $ 0.01 | $ 0.02 |
Amount of stock option redemptions | $ 966 | $ 61 |
Common Stock [Member] | ||
General [Line Items] | ||
Repurchase of Common Stock (in Shares) | 10,000 | 8,000 |
Catalog Supplement [Member] | ||
General [Line Items] | ||
Catalog costs, term | 3 months | |
Master Catalog Costs [Member] | ||
General [Line Items] | ||
Catalog costs, term | 18 months | |
Catalog Costs [Member] | ||
General [Line Items] | ||
Prepaid Expense and Other Assets, Current | $ 100 | $ 100 |
GENERAL (Property and Equipment
GENERAL (Property and Equipment, Estimated Useful Lives) (Details) | 12 Months Ended |
Mar. 25, 2017 | |
Machinery, Equipment and Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 2 years |
Machinery, Equipment and Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 20 years |
Rental Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 5 years |
Rental Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 8 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 10 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 2 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 10 years |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment Useful Lives | 39 years |
GENERAL (Goodwill) (Details)
GENERAL (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Goodwill [Line Items] | ||
Net Book Value | $ 29,112 | $ 20,923 |
Additions (see Note 9) | 3,461 | 8,421 |
Currency Translation Adjustment | (53) | (232) |
Net Book Value | 32,520 | 29,112 |
Distribution [Member] | ||
Goodwill [Line Items] | ||
Net Book Value | 8,031 | 8,031 |
Additions (see Note 9) | 1,728 | |
Currency Translation Adjustment | ||
Net Book Value | 9,759 | 8,031 |
Service Segment [Member] | ||
Goodwill [Line Items] | ||
Net Book Value | 21,081 | 12,892 |
Additions (see Note 9) | 1,733 | 8,421 |
Currency Translation Adjustment | (53) | (232) |
Net Book Value | $ 22,761 | $ 21,081 |
GENERAL (Intangible Assets) (De
GENERAL (Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Book Value | $ 8,211 | $ 3,554 |
Additions (see Note 9) | 2,090 | 6,127 |
Amortization | (2,775) | (1,334) |
Currency Translation Adjustment | (7) | (136) |
Net Book Value | 7,519 | 8,211 |
Distribution [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net Book Value | 124 | 203 |
Additions (see Note 9) | 1,045 | |
Amortization | (413) | (79) |
Currency Translation Adjustment | ||
Net Book Value | 756 | 124 |
Service Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net Book Value | 8,087 | 3,351 |
Additions (see Note 9) | 1,045 | 6,127 |
Amortization | (2,362) | (1,255) |
Currency Translation Adjustment | (7) | (136) |
Net Book Value | $ 6,763 | $ 8,087 |
GENERAL (Average Shares Outstan
GENERAL (Average Shares Outstanding Used to Compute Basic and Diluted Earnings per Share) (Details) - shares shares in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Accounting Policies [Abstract] | ||
Average Shares Outstanding - Basic | 6,994 | 6,887 |
Effect of Dilutive Common Stock Equivalents | 117 | 234 |
Average Shares Outstanding - Diluted | 7,111 | 7,121 |
Anti-dilutive Common Stock Equivalents | 10 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 3.3 | $ 2.3 |
PROPERTY AND EQUIPMENT (Propert
PROPERTY AND EQUIPMENT (Property and Equipment) (Details) - USD ($) $ in Thousands | Mar. 25, 2017 | Mar. 26, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 42,590 | $ 36,182 |
Less: Accumulated Depreciation and Amortization | (27,022) | (23,869) |
Total Property and Equipment, net | 15,568 | 12,313 |
Machinery, Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 32,733 | 29,833 |
Rental Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 4,461 | 1,243 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,405 | 2,326 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,491 | 2,280 |
Buildings and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 500 | $ 500 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | 12 Months Ended | ||
Mar. 25, 2017USD ($)item | Mar. 26, 2017USD ($) | 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 | 8,700 | ||
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 | 1.00% | ||
Maturity date | Sep. 20, 2018 | ||
Amount available | $ 30,000 | ||
Amount outstanding | $ 18,600 | ||
Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 1.30% | ||
Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate for period | 3.00% | ||
Revolving Credit Facility [Member] | Borrowings for Business Acquisitions [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 20,000 | ||
Proceeds from Lines of Credit | $ 10,000 | ||
Revolving Credit Facility [Member] | Borrowings for Business Acquisitions [Member] | Scenario, Forecast [Member] | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 15,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Effective tax rate | 36.90% | 31.30% |
Statutory U.S. federal income tax rate | 34.00% | 36.00% |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 0.1 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 0.1 |
INCOME TAXES (Net Income Before
INCOME TAXES (Net Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 6,770 | $ 5,760 |
Foreign | 394 | 247 |
Income Before Provision for Income Taxes | $ 7,164 | $ 6,007 |
INCOME TAXES (Net Provision for
INCOME TAXES (Net Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Current Tax Provision: | ||
Federal | $ 1,945 | $ 1,367 |
State | 344 | 202 |
Foreign | 279 | 174 |
Current Tax Provision | 2,568 | 1,743 |
Deferred Tax (Benefit) Provision: | ||
Federal | 194 | 266 |
State | 26 | 85 |
Foreign | (146) | (211) |
Deferred Tax (Benefit) Provision | 74 | 140 |
Total | $ 2,642 | $ 1,883 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal Income Tax at Statutory Rate | $ 2,436 | $ 2,042 |
State Income Taxes, net of federal benefit | 284 | 226 |
Federal, State and Foreign Research & Development Credits | 118 | (479) |
Other, net | (196) | 94 |
Total | $ 2,642 | $ 1,883 |
INCOME TAXES (Components of the
INCOME TAXES (Components of the Net Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Mar. 25, 2017 | Mar. 26, 2016 |
Deferred Tax Assets: | ||
Accrued Liabilities | $ 338 | $ 399 |
Performance-Based Stock Award Grants | 337 | 335 |
Inventory Reserves | 213 | 163 |
Non-Qualified Deferred Compensation Plan | 273 | 273 |
Post-retirement Health Care Plans | 425 | 387 |
Stock-Based Compensation | 717 | 808 |
Capitalized Inventory Costs | 140 | 117 |
Net Operating Loss Carryforward | 12 | 133 |
Other | 277 | 313 |
Total Deferred Tax Assets | 2,732 | 2,928 |
Deferred Tax Liabilities: | ||
Goodwill and Intangible Assets | (1,486) | (1,865) |
Depreciation | (2,335) | (2,127) |
Other | (45) | (7) |
Total Deferred Tax Liabilities | (3,866) | (3,999) |
Net Deferred Tax Liabilities | $ (1,134) | $ (1,071) |
EMPLOYEE BENEFIT PLANS (Narrati
EMPLOYEE BENEFIT PLANS (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Matching percentage | 50.00% | |
Percentage of contributions matched | 6.00% | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0.7 | $ 0.6 |
NQDC Plan [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Deferred Compensation Liability, Current and Noncurrent | $ 0.7 | $ 0.7 |
Other Postretirement Benefit Plan, Defined Benefit [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase | 50.00% | |
Defined Benefit Plan, Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation | $ 0.1 | |
Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components | 0.1 | |
Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components | 0.1 | |
Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation | 0.1 | |
Other Postretirement Benefit Plan, Defined Benefit [Member] | Maximum [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Defined Benefit Plan, Amount to be Amortized from Accumulated Other Comprehensive Income (Loss) Next Fiscal Year | $ 0.1 |
EMPLOYEE BENEFIT PLANS (Change
EMPLOYEE BENEFIT PLANS (Change in the Postretirement Benefit Obligation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Retirement Benefits [Abstract] | ||
Post-retirement benefit obligation, at beginning of fiscal year | $ 1,006 | $ 1,001 |
Service cost | 30 | 34 |
Interest cost | 38 | 37 |
Benefits paid | (79) | (70) |
Actuarial loss | 110 | 4 |
Post-retirement benefit obligation, at end of fiscal year | 1,105 | 1,006 |
Fair value of plan assets, at end of fiscal year | ||
Funded status, at end of fiscal year | (1,105) | (1,006) |
Accumulated post-retirement benefit obligation, at end of fiscal year | $ 1,105 | $ 1,006 |
EMPLOYEE BENEFIT PLANS (Compone
EMPLOYEE BENEFIT PLANS (Components of Net Periodic Postretirement Benefit Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Net periodic postretirement benefit cost: | ||
Service cost | $ 30 | $ 34 |
Interest cost | 38 | 37 |
Amortization of prior service cost | 25 | 58 |
Net periodic postretirement benefit cost | 93 | 129 |
Benefit obligations recognized in other comprehensive income: | ||
Amortization of prior service cost | (25) | (58) |
Net gain (loss) | 95 | (8) |
Benefit obligations recognized in other comprehensive income | 70 | (66) |
Total recognized in net periodic benefit cost and other comprehensive income | 163 | 63 |
Amount recognized in accumulated other comprehensive income, at end of fiscal year: | ||
Unrecognized prior service cost | $ 233 | $ 162 |
EMPLOYEE BENEFIT PLANS (Assumpt
EMPLOYEE BENEFIT PLANS (Assumptions Used to Determine the Postretirement Benefit Obligation and the Net Periodic Benefit Cost) (Details) | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Line Items] | ||
Weighted average discount rate | 4.10% | 3.90% |
Medical care cost trend rate: | ||
Ultimate trend rate | 6.00% | 5.00% |
Year that rate reaches ultimate trend rate | 2,023 | 2,022 |
Medical Care Cost [Member] | ||
Medical care cost trend rate: | ||
Trend rate assumed for next year | 8.00% | 8.00% |
Dental Care Cost [Member] | ||
Medical care cost trend rate: | ||
Trend rate assumed for next year | 5.00% | 8.00% |
EMPLOYEE BENEFIT PLANS (Future
EMPLOYEE BENEFIT PLANS (Future Benefit Payments) (Details) $ in Thousands | Mar. 25, 2017USD ($) |
Retirement Benefits [Abstract] | |
2,018 | $ 83 |
2,019 | 79 |
2,020 | 85 |
2,021 | 92 |
2,022 | 98 |
Thereafter | $ 668 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 0.5 | $ 0.4 |
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 | 0.7 | |
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 | $ 0.3 | 0.2 |
Proceeds from Stock Options Exercised | $ 0.4 | 0.3 |
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 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock or Unit Expense | $ 0 | $ 0.1 |
Restricted Stock [Member] | 2003 Plan [Member] | Retiring Board Member [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in Shares) | 2 |
STOCK-BASED COMPENSATION (Non-V
STOCK-BASED COMPENSATION (Non-Vested Performance-Based Restricted Stock Units) (Details) - Performance Shares [Member] shares in Thousands | 12 Months Ended |
Mar. 25, 2017$ / sharesshares | |
Performance Based Restricted Stock Awards Granted In 2012 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | 24 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 13.11 |
Target Level Achieved | 75.00% |
Number of Shares Issued | 18 |
Performance Based Restricted Stock Awards Granted 2013 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | 99 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 6.17 |
Target Level Achieved | 50.00% |
Number of Shares Issued | 50 |
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 | 51 |
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 | 63 |
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 | 84 |
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) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Number of Shares | ||
Outstanding, beginning balance | 494 | 561 |
Exercised | (59) | (50) |
Forfeited | (5) | (1) |
Redeemed | (188) | (16) |
Outstanding, ending balance | 242 | 494 |
Exercisable | 182 | |
Weighted Average Exercise Price Per Share | ||
Outstanding, beginning balance | $ 7.03 | $ 6.83 |
Exercised | 7 | 5.35 |
Forfeited | 8.95 | 4.26 |
Redeemed | 6.40 | 5.68 |
Outstanding, ending balance | 7.48 | $ 7.03 |
Exercisable | $ 7.45 | |
Weighted Average Remaining Contractual Term (in Years) | ||
Outstanding | 3 years | |
Exercisable | 2 years | |
Aggregate Intrinsic Value | ||
Outstanding | $ 1,217 | |
Exercisable | $ 920 |
SEGMENT AND GEOGRAPHIC DATA (De
SEGMENT AND GEOGRAPHIC DATA (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 25, 2017USD ($) | Dec. 24, 2016USD ($) | Sep. 24, 2016USD ($) | Jun. 25, 2016USD ($) | Mar. 26, 2016USD ($) | Dec. 26, 2015USD ($) | Sep. 26, 2015USD ($) | Jun. 27, 2015USD ($) | Mar. 25, 2017USD ($)item | Mar. 26, 2016USD ($) | ||
Segment Reporting [Abstract] | |||||||||||
Number of Reportable Segments | item | 2 | ||||||||||
Revenue: | |||||||||||
Revenue | $ 38,453 | $ 37,813 | $ 34,485 | $ 33,147 | $ 32,860 | $ 30,160 | $ 29,476 | $ 29,670 | $ 143,898 | $ 122,166 | |
Gross Profit: | |||||||||||
Gross Profit | 9,782 | 8,915 | 8,027 | 8,246 | 8,542 | 6,778 | 6,737 | 7,062 | 34,970 | 29,119 | |
Operating Expenses: | |||||||||||
Operating Expenses | 27,036 | 22,817 | |||||||||
Operating Income: | |||||||||||
Operating Income | 7,934 | 6,302 | |||||||||
Unallocated Amounts: | |||||||||||
Interest and Other Expense, net | 770 | 295 | |||||||||
Provision for Income Taxes | 2,642 | 1,883 | |||||||||
Net Income | 1,429 | $ 1,271 | $ 916 | $ 906 | 1,577 | $ 1,068 | $ 878 | $ 601 | 4,522 | 4,124 | |
Total Assets: | |||||||||||
Assets | 92,097 | 76,707 | 92,097 | 76,707 | |||||||
Depreciation and Amortization: | |||||||||||
Depreciation and Amortization | 6,184 | 3,946 | |||||||||
Capital Expenditures: | |||||||||||
Capital Expenditures | 5,250 | 4,101 | |||||||||
Long-Lived Assets: | |||||||||||
Long-Lived Assets | 15,568 | 12,313 | 15,568 | 12,313 | |||||||
United States [Member] | |||||||||||
Revenue: | |||||||||||
Revenue | [1],[2] | 129,732 | 109,770 | ||||||||
Long-Lived Assets: | |||||||||||
Long-Lived Assets | [2] | 14,550 | 11,337 | 14,550 | 11,337 | ||||||
Canada [Member] | |||||||||||
Revenue: | |||||||||||
Revenue | [1] | 12,432 | 10,854 | ||||||||
Long-Lived Assets: | |||||||||||
Long-Lived Assets | 1,018 | 976 | 1,018 | 976 | |||||||
Other International [Member] | |||||||||||
Revenue: | |||||||||||
Revenue | [1] | 1,734 | 1,542 | ||||||||
Service Segment [Member] | |||||||||||
Revenue: | |||||||||||
Revenue | 71,103 | 59,202 | |||||||||
Gross Profit: | |||||||||||
Gross Profit | 19,039 | 15,585 | |||||||||
Operating Expenses: | |||||||||||
Operating Expenses | [3] | 14,270 | 11,430 | ||||||||
Additional allocation of expenses | 500 | ||||||||||
Operating Income: | |||||||||||
Operating Income | 4,769 | 4,155 | |||||||||
Total Assets: | |||||||||||
Assets | 51,756 | 48,640 | 51,756 | 48,640 | |||||||
Depreciation and Amortization: | |||||||||||
Depreciation and Amortization | [4] | 4,660 | 3,216 | ||||||||
Capital Expenditures: | |||||||||||
Capital Expenditures | 2,662 | 3,133 | |||||||||
Distribution [Member] | |||||||||||
Revenue: | |||||||||||
Revenue | 72,795 | 62,964 | |||||||||
Gross Profit: | |||||||||||
Gross Profit | 15,931 | 13,534 | |||||||||
Operating Expenses: | |||||||||||
Operating Expenses | [3] | 12,766 | 11,387 | ||||||||
Operating Income: | |||||||||||
Operating Income | 3,165 | 2,147 | |||||||||
Total Assets: | |||||||||||
Assets | 36,812 | 24,878 | 36,812 | 24,878 | |||||||
Depreciation and Amortization: | |||||||||||
Depreciation and Amortization | [4] | 1,524 | 730 | ||||||||
Capital Expenditures: | |||||||||||
Capital Expenditures | 2,588 | 968 | |||||||||
Segment Reconciling Items [Member] | |||||||||||
Unallocated Amounts: | |||||||||||
Interest and Other Expense, net | 770 | 295 | |||||||||
Provision for Income Taxes | 2,642 | 1,883 | |||||||||
Unallocated Amounts | 3,412 | 2,178 | |||||||||
Unallocated [Member] | |||||||||||
Total Assets: | |||||||||||
Assets | $ 3,529 | $ 3,189 | $ 3,529 | $ 3,189 | |||||||
[1] | Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. | ||||||||||
[2] | United States includes Puerto Rico. | ||||||||||
[3] | Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management's estimates. In fiscal year 2017, $0.5 million more of operating expenses were allocated to the Service segment than in fiscal year 2016 as Service revenue was a greater percentage of total revenue. | ||||||||||
[4] | Including amortization of catalog costs and intangible assets. |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Other Commitments [Line Items] | ||
Total rental expense | $ 3 | $ 2.4 |
2,017 | 2.2 | |
2,018 | 1.6 | |
2,019 | 1 | |
2,020 | 0.5 | |
2,021 | 0.4 | |
Thereafter | 0.2 | |
Total minimum lease payments | 5.9 | |
Loans Payable [Member] | ||
Other Commitments [Line Items] | ||
Monthly repayment amount | $ 0.1 |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Business Acquisition [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Business Combination, Contingent Consideration, Liability, Current | $ 0.8 | |
Other holdback amounts unpaid | 1.6 | |
Acquisition costs | $ 0.1 | 0.6 |
Payments for contingent consideration | 0.3 | |
Payments for other holdbacks | 2.7 | |
Fiscal 2016 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | 16.3 | |
Cash Acquired from Acquisition | $ 0.2 | |
Fiscal 2017 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | 7.6 | |
Cash Acquired from Acquisition | $ 0.1 |
BUSINESS ACQUISITIONS (Purchase
BUSINESS ACQUISITIONS (Purchase Price Paid for Businesses Acquired) (Details) - USD ($) $ in Thousands | Mar. 25, 2017 | Mar. 26, 2016 | Mar. 28, 2015 |
Allocation of Purchase Price: | |||
Goodwill | $ 32,520 | $ 29,112 | $ 20,923 |
Fiscal 2017 Acquisitions [Member] | |||
Allocation of Purchase Price: | |||
Goodwill | 3,455 | ||
Deferred Tax Liabilities | |||
Total | 5,545 | ||
Plus: Current Assets | 973 | ||
Non-Current Assets | 1,652 | ||
Less: Current Liabilities | (606) | ||
Non-Current Liabilities | |||
Total Purchase Price | 7,564 | ||
Fiscal 2017 Acquisitions [Member] | Customer Base [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | 1,990 | ||
Fiscal 2017 Acquisitions [Member] | Covenants Not to Compete [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | $ 100 | ||
Fiscal 2016 Acquisitions [Member] | |||
Allocation of Purchase Price: | |||
Goodwill | 8,418 | ||
Deferred Tax Liabilities | (297) | ||
Total | 14,248 | ||
Plus: Current Assets | 1,272 | ||
Non-Current Assets | 1,709 | ||
Less: Current Liabilities | (343) | ||
Non-Current Liabilities | (611) | ||
Total Purchase Price | 16,275 | ||
Fiscal 2016 Acquisitions [Member] | Customer Base [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | 5,617 | ||
Fiscal 2016 Acquisitions [Member] | Covenants Not to Compete [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | $ 510 |
BUSINESS ACQUISITIONS (Proforma
BUSINESS ACQUISITIONS (Proforma Information for Business Acquisitions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 25, 2017 | Mar. 26, 2016 | |
Business Combinations [Abstract] | ||
Total Revenue | $ 144,048 | $ 136,292 |
Net Income | $ 4,525 | $ 5,323 |
Basic Earnings Per Share | $ 0.65 | $ 0.77 |
Diluted Earnings Per Share | $ 0.64 | $ 0.75 |
QUARTERLY DATA (Unaudited) (Det
QUARTERLY DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Mar. 25, 2017 | Dec. 24, 2016 | Sep. 24, 2016 | Jun. 25, 2016 | Mar. 26, 2016 | Dec. 26, 2015 | Sep. 26, 2015 | Jun. 27, 2015 | Mar. 25, 2017 | Mar. 26, 2016 | |||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||
Total Revenues | $ 38,453 | $ 37,813 | $ 34,485 | $ 33,147 | $ 32,860 | $ 30,160 | $ 29,476 | $ 29,670 | $ 143,898 | $ 122,166 | ||||||||
Gross Profit | 9,782 | 8,915 | 8,027 | 8,246 | 8,542 | 6,778 | 6,737 | 7,062 | 34,970 | 29,119 | ||||||||
Net Income | $ 1,429 | $ 1,271 | $ 916 | $ 906 | $ 1,577 | $ 1,068 | $ 878 | $ 601 | $ 4,522 | $ 4,124 | ||||||||
Basic Earnings per Share (in Dollars per share) | $ 0.20 | [1] | $ 0.18 | [1] | $ 0.13 | [1] | $ 0.13 | [1] | $ 0.22 | [1] | $ 0.15 | [1] | $ 0.13 | [1] | $ 0.09 | [1] | $ 0.65 | $ 0.60 |
Diluted Earnings per Share (in Dollars per share) | $ 0.20 | [1] | $ 0.18 | [1] | $ 0.13 | [1] | $ 0.13 | [1] | $ 0.22 | [1] | $ 0.15 | [1] | $ 0.12 | [1] | $ 0.08 | [1] | $ 0.64 | $ 0.58 |
[1] | Earnings per share calculations for each quarter include the weighted average effect of stock issuances and common stock equivalents for the quarter; therefore the sum of quarterly earnings per share amounts may not equal full-year earnings per share amounts, which reflect the weighted average effect on an annual basis. Diluted earnings per share calculations for each quarter include the effect of stock options and non-vested restricted stock units, when dilutive to the quarter. In addition, basic earnings per share and diluted earnings per share may not add due to rounding. |