Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 28, 2020 | Jun. 03, 2020 | Sep. 27, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | TRANSCAT INC | ||
Entity Central Index Key | 0000099302 | ||
Document Type | 10-K | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --03-28 | ||
Document Fiscal Year Focus | 2020 | ||
Amendment Flag | false | ||
Document Period End Date | Mar. 28, 2020 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 170.3 | ||
Entity Common Stock, Shares Outstanding | 7,388,881 | ||
Entity File Number | 000-03905 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation State Country Code | OH |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | ||
Total Revenue | [1] | $ 173,099 | $ 160,898 |
Total Cost of Revenue | 130,621 | 121,555 | |
Gross Profit | 42,478 | 39,343 | |
Selling, Marketing and Warehouse Expenses | 17,985 | 16,956 | |
General and Administrative Expenses | 13,643 | 12,158 | |
Total Operating Expenses | 31,628 | 29,114 | |
Operating Income | 10,850 | 10,229 | |
Interest and Other Expenses, net | 1,120 | 994 | |
Income Before Provision for Income Taxes | 9,730 | 9,235 | |
Provision for Income Taxes | 1,663 | 2,090 | |
Net Income | $ 8,067 | $ 7,145 | |
Basic Earnings Per Share | $ 1.10 | $ 0.99 | |
Average Shares Outstanding | 7,331 | 7,196 | |
Diluted Earnings Per Share | $ 1.08 | $ 0.95 | |
Average Shares Outstanding | 7,487 | 7,515 | |
Service Revenue [Member] | |||
Total Revenue | $ 93,003 | $ 84,041 | |
Total Cost of Revenue | 69,517 | 63,096 | |
Distribution Sales [Member] | |||
Total Revenue | 80,096 | 76,857 | |
Total Cost of Revenue | $ 61,104 | $ 58,459 | |
[1] | Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net Income | $ 8,067 | $ 7,145 |
Other Comprehensive Loss: | ||
Currency Translation Adjustment | (277) | (181) |
Other, net of tax effects of $42 and $51 for the years ended March 28, 2020 and March 30, 2019, respectively. | (122) | (149) |
Total Other Comprehensive Loss | (399) | (330) |
Comprehensive Income | $ 7,668 | $ 6,815 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Other, tax expense (benefit) | $ 42 | $ 51 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 28, 2020 | Mar. 30, 2019 |
Current Assets: | ||
Cash | $ 499 | $ 788 |
Accounts Receivable, less allowance for doubtful accounts of $480 and $338 as of March 28, 2020 and March 30, 2019, respectively | 30,952 | 27,469 |
Other Receivables | 1,132 | 1,116 |
Inventory, net | 14,180 | 14,304 |
Prepaid Expenses and Other Current Assets | 1,697 | 1,329 |
Total Current Assets | 48,460 | 45,006 |
Property and Equipment, net | 20,833 | 19,653 |
Goodwill | 41,540 | 34,545 |
Intangible Assets, net | 7,977 | 5,233 |
Right to Use Assets, net | 8,593 | |
Other Assets | 719 | 793 |
Total Assets | 128,122 | 105,230 |
Current Liabilities: | ||
Accounts Payable | 11,947 | 14,572 |
Accrued Compensation and Other Current Liabilities | 6,907 | 5,450 |
Income Taxes Payable | 86 | 228 |
Current Portion of Long-Term Debt | 1,982 | 1,899 |
Total Current Liabilities | 20,922 | 22,149 |
Long-Term Debt | 28,362 | 19,103 |
Deferred Tax Liabilities, net | 3,025 | 2,450 |
Lease Liabilities | 6,832 | |
Other Liabilities | 1,894 | 1,898 |
Total Liabilities | 61,035 | 45,600 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,381,180 and 7,210,882 shares issued and outstanding as of March 28, 2020 and March 30, 2019, respectively | 3,691 | 3,605 |
Capital in Excess of Par Value | 17,929 | 16,467 |
Accumulated Other Comprehensive Loss | (1,010) | (611) |
Retained Earnings | 46,477 | 40,169 |
Total Shareholders' Equity | 67,087 | 59,630 |
Total Liabilities and Shareholders' Equity | $ 128,122 | $ 105,230 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 28, 2020 | Mar. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, allowance for doubtful accounts (in Dollars) | $ 480 | $ 338 |
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 | 7,381,180 | 7,210,882 |
Common Stock, shares outstanding | 7,381,180 | 7,210,882 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 28, 2020 | Mar. 30, 2019 | ||
Cash Flows from Operating Activities: | |||
Net Income | $ 8,067 | $ 7,145 | |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | |||
Loss on Disposal of Property and Equipment | 460 | 8 | |
Deferred Income Taxes | 575 | 741 | |
Depreciation and Amortization | [1] | 6,659 | 6,361 |
Provision for Accounts Receivable and Inventory Reserves | 371 | 297 | |
Stock-Based Compensation Expense | 884 | 1,327 | |
Changes in Assets and Liabilities, net of acquisitions: | |||
Accounts Receivable and Other Receivables | (3,303) | (2,385) | |
Inventory | 875 | (1,100) | |
Prepaid Expenses and Other Assets | (467) | (39) | |
Accounts Payable | (2,767) | 963 | |
Accrued Compensation and Other Liabilities | 307 | (804) | |
Income Taxes Payable | (100) | 47 | |
Net Cash Provided by Operating Activities | 11,561 | 12,561 | |
Cash Flows from Investing Activities: | |||
Purchase of Property and Equipment | (6,579) | (6,998) | |
Proceeds from Sale of Property and Equipment | 184 | 16 | |
Business Acquisitions, net of cash acquired | (12,983) | (3,614) | |
Payment of Contingent Consideration and Holdbacks Related to Business Acquisitions | (864) | (308) | |
Net Cash Used in Investing Activities | (20,242) | (10,904) | |
Cash Flows from Financing Activities: | |||
Proceeds from (Repayment of) Revolving Credit Facility, net | 11,241 | (2,261) | |
Proceeds from Term Loan | 2,500 | ||
Repayments of Term Loan | (1,899) | (2,087) | |
Issuance of Common Stock | 1,727 | 285 | |
Repurchase of Common Stock | (2,822) | (145) | |
Net Cash Provided by (Used In) Financing Activities | 8,247 | (1,708) | |
Effect of Exchange Rate Changes on Cash | 145 | 262 | |
Net (Decrease) Increase in Cash | (289) | 211 | |
Cash at Beginning of Fiscal Year | 788 | 577 | |
Cash at End of Fiscal Year | 499 | 788 | |
Cash paid during the fiscal year for: | |||
Interest | 938 | 906 | |
Income Taxes | 1,371 | 1,298 | |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | |||
Payment of Contingent Consideration and Holdback Amounts Related to Business Acquisition | $ 864 | $ 308 | |
[1] | Including amortization of catalog costs and intangible assets. |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock Issued $0.50 Par Value [Member] | Capital In Excess of Par Value [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | Total |
Balance at Mar. 31, 2018 | $ 3,578 | $ 14,965 | $ (281) | $ 33,086 | $ 51,348 |
Balance (in Shares) at Mar. 31, 2018 | 7,155,000 | ||||
Issuance of Common Stock | $ 7 | 278 | 285 | ||
Issuance of Common Stock (in Shares) | 15,000 | ||||
Repurchase of Common Stock | $ (4) | (79) | (62) | (145) | |
Repurchase of Common Stock (in shares) | (8,000) | ||||
Stock-Based Compensation | $ 24 | 1,303 | 1,327 | ||
Stock-Based Compensation (in Shares) | 49,000 | ||||
Other Comprehensive Income (Loss) | (330) | (330) | |||
Net Income | 7,145 | 7,145 | |||
Balance at Mar. 30, 2019 | $ 3,605 | 16,467 | (611) | 40,169 | $ 59,630 |
Balance (in Shares) at Mar. 30, 2019 | 7,211,000 | 7,210,882 | |||
Issuance of Common Stock | $ 85 | 1,642 | $ 1,727 | ||
Issuance of Common Stock (in Shares) | 168,000 | ||||
Repurchase of Common Stock | $ (59) | (1,004) | (1,759) | (2,822) | |
Repurchase of Common Stock (in shares) | (118,000) | ||||
Stock-Based Compensation | $ 60 | 824 | 884 | ||
Stock-Based Compensation (in Shares) | 120,000 | ||||
Other Comprehensive Income (Loss) | (399) | (399) | |||
Net Income | 8,067 | 8,067 | |||
Balance at Mar. 28, 2020 | $ 3,691 | $ 17,929 | $ (1,010) | $ 46,477 | $ 67,087 |
Balance (in Shares) at Mar. 28, 2020 | 7,381,000 | 7,381,180 |
GENERAL
GENERAL | 12 Months Ended |
Mar. 28, 2020 | |
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 Company’s wholly -owned subsidiaries, Transcat Canada Inc., United Scale & Engineering Corporation, WTT Real Estate Acquisition, LLC and Anmar Metrology, Inc. (which merged with and into the Company on March 28, 2020). All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates: The preparation of Transcat’s Consolidated Financial Statements in accordance with accounting principles generally accepted in the United St ates (“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 28, 2020 (“ fiscal year 2020 ”) and March 30, 2019 (“fiscal year 2019”) both 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. The Company 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: 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 – 15 Rental Equipment 5 – 8 Furniture and Fixtures 3 – 10 Leasehold Improvements 2 – 10 The Company tests property and equipment for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. Property and equipment determined to have no value are written off at their then remaining net book value. The Company 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, to determine the fair values used in this allocation. Historically, we have relied, in part, upon the use of reports from third-party valuation specialists to assist in the estimation of fair values. 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 of the underlying net assets of an acquired business. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform the goodwill impairment process. The Company determined that no impairment was indicated as of March 28, 2020 and March 30, 2019. Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill and intangible assets is as follows: Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 31, 2018 $ 9,759 $ 22,981 $ 32,740 $ 487 $ 5,018 $ 5,505 Additions (see Note 9) - 2,012 2,012 - 1,650 1,650 Amortization - - - (177 ) (1,713 ) (1,890 ) Currency Translation Adjustment - (207 ) (207 ) - (32 ) (32 ) Net Book Value as of March 30, 2019 9,759 24,786 34,545 310 4,923 5,233 Additions (see Note 9) 1,695 5,580 7,275 1,133 3,397 4,530 Amortization - - - (146 ) (1,619 ) (1,765 ) Currency Translation Adjustment - (280 ) (280 ) - (21 ) (21 ) Net Book Value as of March 28, 2020 $ 11,454 $ 30,086 $ 41,540 $ 1,297 $ 6,680 $ 7,977 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 $2.4 million in fiscal year 2021, $1.7 million in fiscal year 2022, $1.3 million in fiscal year 2023, $0.9 million in fiscal year 2024 and $0.7 million in fiscal year 2025. Catalog Costs: Transcat capitalizes the cost of each Master Catalog mailed and amortizes the cost over the respective catalog’s 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 28, 2020 and March 30, 2019. Deferred Taxes: The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of its assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Consolidated Statements of Income in the period that includes the enactment date. The Company establishes valuation allowances if it believes that it is more-likely-than-not that some or all of its deferred tax assets will not be realized. 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 on a portion of the debt with the balance bearing an interest rate approximating current market rates, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At March 28, 2020 and March 30, 2019, investment assets totaled $0.4 million and $0.5 million, respectively, and are included as a component of other assets (non-current) on the Consolidated Balance Sheets. Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation 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. Excess tax benefits for share-based award activity are reflected in the Consolidated Statements of Income as a component of the provision for income taxes. 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 2020 and 2019, the Company recorded non-cash stock-based compensation cost in the amount of $0.9 million and $1.3 million, respectively, in the Consolidated Statements of Income. Revenue Recognition: Distribution sales are recorded when an order’s 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. The majority of the Company’s revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and/or our obligation has been fulfilled. Some Service revenue is generated from managing custo mers’ calibration programs in which the Company recognizes revenue over time. Revenue is measured as the amount of consideration it expects to receive in exchange for product shipped or services performed. Sales taxes and other taxes billed and collected from customers are excluded from revenue. 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. Revenue recognized from prior period performance obligations for fiscal year 2020 was immaterial. As of March 28, 2020, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606 (defined below), the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on our Consolidated Balance Sheets as of March 28, 2020 and March 30, 2019 were immaterial. Payment terms are generally 30 to 45 days. See Note 7 for disaggregated revenue information. 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 $1.6 million and $1.3 million in fiscal years 2020 and 2019, respectively, as a reduction of cost of distribution sales. Cooperative Advertising Income: The Company participates in co-op advertising programs with certain of its vendors. The Company records cash consideration received from these vendors for advertising as a reduction of cost of distribution sales. The Company recorded consideration in the amount of $1.4 million and $1.6 million in fiscal years 2020 and 2019, respectively, in connection with these programs. 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 and $1.4 million in fiscal years 2020 and 2019, respectively. Shipping and Handling Costs: Freight expense and direct shipping costs are included in the cost of revenue. These costs totaled approximately $2.6 million in each of fiscal years 2020 and 2019, 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 approximately $0.9 million and $1.0 million in fiscal years 2020 and 2019, respectively. 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 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 2020 and 2019. 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 loss of less than $0.1 million in fiscal year 2020 and a net gain of $0.2 million in fiscal year 2019, 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 28, 2020, the Company had a foreign exchange contract, which matured in April 2020, outstanding in the notional amount of $4.0 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. For the Company’s Canadian subsidiary, the local currency is Canadian dollars. Assets and liabilities of that subsidiary are translated into United States dollars at the period-end exchange rate or historical rates as appropriate. Consolidated statements of earnings (loss) amounts are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in shareholders’ equity. Transaction gains and losses are included in the consolidated statements of income. The Company determines the expense and obligations for its post-retirement plans using assumptions related to discount rates, expected long-term rates of return on invested plan assets, and certain other factors. The Company determines the fair value of plan assets and benefit obligations as of the end of each fiscal year. The unrecognized portion of the gain or loss on plan assets is included in the consolidated balance sheets as a component of accumulated other comprehensive loss in shareholders’ equity and is recognized into the plans’ expense over time. See Note 5 for further discussion on the company’s post retirement plan. The Company has a non-qualified deferred compensation plan for the benefit of certain management employees and non-employee directors. Investment assets, which fund the Company’s non -qualified deferred compensation plan, consist of mutual funds. The unrecognized portion of the gain or loss on plan assets is included in the consolidated balance sheets as a component of accumulated other comprehensive loss in shareholders’ equity . At March 28, 2020, accumulated other comprehensive loss consisted of cumulative currency translation losses of $0.6 million, unrecognized prior service costs, net of tax, of $0.3 million and an unrealized gain on other assets, net of tax, of $0.1 million. At March 30, 2019, accumulated other comprehensive loss consisted of cumulative currency translation losses of $0.3 million, unrecognized prior service costs, net of tax, of $0.2 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, proceeds received from the exercise of options and unvested restricted stock units 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 2020 and 2019, the net additional common stock equivalents had a $0.02 and $0.04 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 Fiscal Years Ended March 28, March 30, 2020 2019 Average Shares Outstanding – Basic 7,331 7,196 Effect of Dilutive Common Stock Equivalents 156 319 Average Shares Outstanding – Diluted 7,487 7,515 Anti-dilutive Common Stock Equivalents 15 20 Shareholders’ Equity: During fiscal year 2020, the Company repurchased and subsequently retired 0.1 million shares of its common stock. During fiscal year 2019, the Company repurchased and subsequently retired less than 0.1 million shares of its common stock. There were no stock option redemptions during either fiscal year 2020 or fiscal year 2019. Recently Issued Accounting Pronouncements: Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842), which requires lessees to recognize substantially all leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right of use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. In July 2018, FASB issued ASU 2018-11, Leases (ASC Topic 842), which provides entities with an additional transition method to adopt the new lease standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period's financials will remain the same as those previously presented. The Company adopted the new lease standard on March 31, 2019, during the first quarter of fiscal year 2020. The Company adopted the package of practical expedients permitted under the transition guidance which allowed us to carry forward the historical lease classification. Upon adoption, the Company used hindsight in determining lease terms. The most significant impact of adoption was adding ROU lease assets and lease liabilities on the Consolidated Balance Sheets by the present value of the Company’s leasing obligations, which are primarily related to facility and vehicle leases. The present value of the remaining lease payments is recognized as lease liabilities on the Consolidated Balance Sheets with corresponding ROU assets. The value of the assets and liabilities added to the Consolidated Balance Sheets was approximately $8 million each. The ROU assets are shown separately on the face of the Consolidated Balance Sheets. $1.7 million of the lease liabilities was included in Accrued Compensation and Other Liabilities on the Consolidated Balance Sheets with the remainder included in Lease Liabilities. Adopting the new standard did not have a material impact on our Consolidated Statement of Income or Consolidated Statement of Cash Flows. Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU replaces the "incurred loss" model with an "expected credit loss" model that requires entities to estimate an expected lifetime credit loss on financial assets, including trade accounts receivable. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. As credit losses from the Company's trade receivables have not historically been significant, the Company anticipates that the adoption of the ASU will not have a material impact on the 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. 28, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 2 – PROPERTY AND EQUIPMENT Property and equipment consists of: March 28, March 30, 2020 2019 Machinery, Equipment and Software $ 46,206 $ 41,818 Rental Equipment 7,111 6,441 Furniture and Fixtures 2,668 2,573 Leasehold Improvements 3,051 2,716 Buildings and Land - 500 Total Property and Equipment 59,036 54,048 Less: Accumulated Depreciation and Amortization (38,203 ) (34,395 ) Total Property and Equipment, net $ 20,833 $ 19,653 Total depreciation and amortization expense relating to property and equipment amounted to $4.8 million and $4.4 million in fiscal years 2020 and 2019, respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Mar. 28, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 3 – LONG-TERM DEBT Description: On October 30, 2017, we entered into an Amended and Restated Credit Agreement (the “Credit Agreement”), which amended and restated our prior credit facility agreement. The Credit Agreement extended the term of our $30.0 million revolving credit facility ( the “Revolving Credit Facility”) to October 29, 2021. As of March 28, 2020, $30.0 million was available under the Revolving Credit Facility, of which $17.7 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. As of March 30, 2019, $30.0 million was available under the Revolving Credit Facility, of which $6.5 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. See Note 11 - Subsequent Event for additional information about our Credit Agreement. On December 10, 2018, we entered into an Amended and Restated Credit Agreement Amendment 1 (the “2018 Agreement”). The 2018 Agreement has a term loan (the “2018 Term Loan”) in the amount of $15.0 million, which replaced the previous term loan. As of March 28, 2020, $12.6 million was outstanding on the 2018 Term Loan, of which $2.0 million was included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. As of March 30, 2019, $14.5 million was outstanding on the 2018 Term Loan, of which $1.9 million was included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total repayments (principal plus interest) of $0.2 million per month through December 2025. Under the Credit Agreement, borrowings that may be used for business acquisitions are limited to $20.0 million per fiscal year. During fiscal year 2020, $13.8 million was used for business acquisitions, including holdback payments. During fiscal year 2019, $3.9 million was used for business acquisitions, including holdback payments. The allowable leverage ratio under the Credit Agreement is a maximum multiple of 3.0 of total debt outstanding compared to earnings before income taxes, depreciation and amortization, or EBITDA, and non-cash stock-based compensation expense for the preceding four consecutive fiscal quarters. The Credit Agreement provides that the trailing twelve-month pro forma EBITDA of an acquired business be included in the allowable leverage calculation. The Credit Agreement has certain covenants with which we must comply, including a fixed charge ratio covenant and a leverage ratio covenant. We were in compliance with all loan covenants and requirements during fiscal years 2020 and 2019. Our leverage ratio, as defined in the Credit Agreement, was 1.53 at March 28, 2020, compared with 1.12 at March 30, 2019. Interest on the Revolving Credit Facility continues to accrue, at our 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. Interest on outstanding borrowings of the 2018 Term Loan accrues at a fixed rate of 4.15% over the term of the loan with principal and interest payments made monthly. Commitment fees accrue based on the average daily amount of unused credit available under the Credit Agreement. Interest rate margins and commitment fees are determined on a quarterly basis based upon our calculated leverage ratio, as defined in the Credit Agreement. The one-month LIBOR at March 28, 2020 was 1.0 %. The Company’s interest rate for the Revolving Credit Facility during fiscal year 2020 ranged from 1.8% to 3.7%. 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. 28, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 4 – INCOME TAXES On December 22, 2017, the Tax Act was signed into law. The Tax Act includes numerous changes to existing tax law, including a permanent reduction in the federal corporate income tax rate from 35% to 21%. Since the Company is a fiscal year taxpayer, the lower corporate income tax rate was effective for fiscal years 2020 and 2019. The Tax Act also caused the Company’s U.S. deferred tax assets and liabilities to be re measured as of March 31, 2018 based on the rates at which they are expected to reverse, which is generally 21% plus the applicable state rates. In addition, the Tax Act provided for a one- time “deemed repatriation” of accumulated foreign earnings for post-1986 undistributed foreign subsidiary earnings and profits through fiscal year 2018. The Company finalized the additional provision for income tax expense on the deemed repatriation at less than $0.1 million with the filing of its fiscal year 2018 U.S. federal income tax return. No additional provision for U.S. federal or foreign taxes has been made as the foreign subsidiary’s undistributed earnings are considered to be permane ntly reinvested. It is not practicable to determine the amount of other taxes that would be payable if these amounts were repatriated to the U.S. While the Tax Act provides for a territorial tax system, effective for tax years beginning after December 31, 2017, it includes the Global Intangible Low- Taxed Income (“GILTI”) and Foreign Derived Intangible Income (“FDII”) provisions. The Company has elected to account for the GILTI tax in the period in which it is incurred. During fiscal years 2020 and 2019, the Company recorded net income tax benefits of less than $0.1 million each year as a result of these provisions. Transcat ’ s income before income taxes on the Consolidated Statements of Income is as follows: FY 2020 FY 2019 United States $ 8,783 $ 8,561 Foreign 947 674 Total $ 9,730 $ 9,235 The provision for income taxes for fiscal years 2020 and 2019 is as follows: FY 2020 FY 2019 Current Tax Provision: Federal $ 630 $ 701 State 285 349 Foreign 329 259 $ 1,244 $ 1,309 Deferred Tax (Benefit) Provision: Federal $ 371 $ 926 State 77 (63 ) Foreign (29 ) (82 ) $ 419 $ 781 Provision for Income Taxes $ 1,663 $ 2,090 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 2020 FY 2019 Federal Income Tax at Statutory Rate $ 2,044 $ 1,939 State Income Taxes, net of federal benefit 294 213 Research and Development Credits (97 ) (70 ) Tax Impact of Equity Awards (876 ) (78 ) Other, net 298 86 Total $ 1,663 $ 2,090 The components of net deferred tax assets (liabilities) are as follows: March 28, March 30, 2020 2019 Deferred Tax Assets: Accrued Liabilities $ 531 $ 285 Lease Liabilities 2,253 - Performance-Based Stock Award Grants 432 503 Inventory Reserves 105 98 Non-Qualified Deferred Compensation Plan 98 121 Post-Retirement Health Care Plans 385 334 Stock-Based Compensation 70 192 Capitalized Inventory Costs 126 126 Other 265 217 Total Deferred Tax Assets $ 4,265 $ 1,876 Deferred Tax Liabilities: Goodwill and Intangible Assets $ (1,162 ) $ (1,087 ) Right of Use Assets (2,198 ) - Depreciation (3,858 ) (3,196 ) Other (72 ) (43 ) Total Deferred Tax Liabilities $ (7,290 ) $ (4,326 ) Net Deferred Tax Liabilities $ (3,025 ) $ (2,450 ) 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 2016 and prior, by state tax authorities for fiscal years 2014 and prior, and by Canadian tax authorities for fiscal years 2013 and prior. There are no income tax years currently under examination by U.S. federal, or state income tax authorities. The examination of the Company’s Scientific Research and Experimental Development credit reflected on its Canadian corporation income tax return for the period ended March 31, 2018 was concluded in fiscal year 2020, resulting in an assessment of less than $0.1 million. During fiscal years 2020 and 2019, there were no uncertain tax positions. No interest or penalties related to uncertain tax positions were recognized in fiscal years 2020 and 2019 or were accrued at March 28, 2020 and March 30, 2019. The Company’s effective tax rate for fiscal years 2020 and 2019 was 17.1% and 22.6%, respectively. Its tax rate is affected by recurring items, such as state income taxes and tax credits, 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 discrete benefits related to share-based compensation awards in each of fiscal years 2020 and 2019 were $0.9 and $0.1 million, respectively. The Company expects to receive certain federal, state and Canadian tax credits in future years. The Company also expects to receive discrete tax benefits related to share-based compensation awards in fiscal year 2021. As such, it expects its effective tax rate in fiscal year 2021 to be between 24.0% and 25.0%. |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 12 Months Ended |
Mar. 28, 2020 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLANS | NOTE 5 – EMPLOYEE BENEFIT PLANS Defined Contribution Plan. All of Transcat’s 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. In fiscal years 2020 and 2019, the Company matched 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 Company’s matching contributions to the 401K Plan were approximately $0.9 million and $0.8 million in fiscal years 2020 and 2019, 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 2020 and 2019. Employee Stock Purchase Plan. The Company has an Employee Stock Purchase Plan (the “ESPP”) that allows for eligible employees as defined in the ESPP to purchase common shares of the Company through payroll deductions at a price that is 85% of the closing market price on the second last business day of each calendar month (the “Investment Date”). 650,000 shares can be purchased under the ESPP. The difference between the closing market price on the Investment Date and the price paid by employees is recorded as a general and administrative expense in the accompanying Consolidated Statements of Income. The expense related to the ESPP was less than $0.1 million in each of fiscal years 2020 and 2019. 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 2020 and 2019, 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 Company’s general creditors. The liability for compensation deferred under the NQDC Plan was $0.4 million and $0.5 million as of March 28, 2020 and March 30, 2019, respectively, 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 th eir eligible spouses (the “Officer Plan”). The change in the post-retirement benefit obligation is as follows: FY 2020 FY 2019 Post-retirement benefit obligation, at beginning of fiscal year $ 1,311 $ 1,153 Service cost 77 40 Interest cost 48 44 Benefits paid (98 ) (86 ) Actuarial loss 171 160 Post-retirement benefit obligation, at end of fiscal year 1,509 1,311 Fair value of plan assets, at end of fiscal year - - Funded status, at end of fiscal year $ (1,509 ) $ (1,311 ) Accumulated post-retirement benefit obligation, at end of fiscal year $ 1,509 $ 1,311 The accumulated post-retirement benefit obligation is included as a component of other liabilities (non-current) in the Consolidated Balance Sheets. The components of net periodic post-retirement benefit cost and other amounts recognized in other comprehensive income are as follows: FY 2020 FY 2019 Net periodic post-retirement benefit cost: Service cost $ 77 $ 40 Interest cost 48 44 Amortization of prior service cost 1 1 126 85 Benefit obligations recognized in other comprehensive income: Amortization of prior service cost (1 ) (1 ) Net gain 113 171 112 170 Total recognized in net periodic benefit cost and other comprehensive income $ 238 $ 255 Amount recognized in accumulated other comprehensive income, at end of fiscal year: Unrecognized prior service cost $ 518 $ 405 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 post-retirement benefit cost during fiscal year 2020 is less than $0.1 million. The post-retirement benefit obligation was computed by an independent third-party actuary. Assumptions used to determine the post-retirement benefit obligation and the net periodic postretirement benefit cost were as follows: March 28, March 30, 2020 2019 Weighted average discount rate 3.3% 3.8% Medical care cost trend rate: Trend rate assumed for next year 6.8% 8.5% Ultimate trend rate 3.8% 6.0% Year that rate reaches ultimate trend rate 2075 2025 Dental care cost trend rate: Trend rate assumed for next year and remaining at that level thereafter 3.5% 5.0% Benefit payments are funded by the Company as needed. Payments toward the cost of a retiree’s 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 2021 $ 136 2022 145 2023 129 2024 108 2025 99 Thereafter $ 892 Increasing the assumed health care cost trend rate by one percentage point would increase the accumulated post-retirement benefit obligation and the annual net periodic post-retirement benefit cost by $0.1 million. A one percentage point decrease in the healthcare cost trend would decrease the accumulated post-retirement benefit obligation and the annual net periodic post-retirement benefit cost by $0.1 million. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Mar. 28, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 6 – STOCK-BASED COMPENSATION The Company has a share-based incentive plan (the “ 2003 Plan ”) that 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 28, 2020, 1.0 million restricted stock units or stock options were available for future grant under the 2003 Plan. The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete benefits related to share-based compensation awards in fiscal years 2020 and 2019 were $0.9 million and $0.1 million, respectively. Restricted Stock: The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock grants is the quoted market price for the Company’s common stock on the date of gran t. These restricted stock units are either time vested or vest following the third fiscal year from the date of grant subject to cumulative diluted earnings per share targets over the eligible period. Beginning in fiscal year 2020, the annual performance- based award for the Company’s non -employee directors was replaced with an annual grant of restricted stock units valued at $50,000 that vest after one year. The restricted stock unit grants to non-employee directors were made in September 2019. Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the number of units that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award. During fiscal year 2020, 47,000 shares granted were time vested and 28,000 shares were subject to performance targets. During fiscal year 2019, 42,000 shares granted were time vested and 30,000 shares were subject to performance targets. The following table summarizes the restricted stock units vested and shares issued during fiscal years 2020 and 2019 (amounts in thousands): Grant Total Date Number Number Fair Target Of Date Date Measurement of Units Value Level Shares Shares Granted Period Granted Per Unit Achieved Issued Issued April 2015 April 2015 – March 2018 63 $ 9.59 50% 32 May 2018 June 2017 June 2017 – May 2018 1 $ 12.00 Time Vested 1 June 2018 January 2019 January 2019 1 $ 19.04 Time Vested 1 January 2019 April 2018 April 2018 – March 2019 1 $ 15.65 Time Vested 1 April 2019 April 2016 April 2016 – March 2019 82 $ 10.13 131% 107 May 2019 June 2017 June 2017 – May 2019 1 $ 12.00 Time Vested 1 June 2019 October 2018 October 2018 – September 2019 1 $ 20.81 Time Vested 1 October 2019 The following table summarizes the non-vested restricted stock units outstanding as of March 28, 2020: Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Granted Per Unit March 28, 2020 April 2017 April 2017 – March 2020 62 $ 12.90 79% of target level April 2018 April 2018 – March 2020 1 $ 15.65 Time Vested May 2018 April 2018 – March 2021 23 $ 15.30 90% of target level May 2018 April 2018 – March 2021 24 $ 15.30 Time Vested October 2018 October 2018 – September 2027 9 $ 20.81 Time Vested May 2019 April 2019 – March 2022 24 $ 23.50 90% of target level May 2019 April 2019 – March 2022 24 $ 23.50 Time Vested August 2019 August 2019 – July 2020 1 $ 23.00 Time Vested September 2019 September 2019 – September 2020 18 $ 22.77 Time Vested Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $0.8 million and $1.1 million in fiscal years 2020 and 2019, respectively. Unearned compensation totaled $1.3 million as of March 28, 2020. Stock Options: The Company grants stock options to employees and directors equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black -Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-lined basis over the requisite service period for each award. Options vest either immediately or over a period of up to five years using a straight-line basis and expire either five years or ten years from the date of grant. During fiscal year 2020, the Company’s Board of Directors granted an option for 5,000 shares of common stock to a Company employee that vest over three years, and an option for 10,000 shares of common stock to a new member of the Board of Directors that vest over 5 years. During fiscal year 2019, the Company’s Board of Directors granted stock options for 25,000 shares of common stock to Company employees. 5,000 shares pursuant to these options immediately vested. 20,000 shares pursuant to these options vest over five years. The expense related to all stock option awards was $0.1 million in each of fiscal year 2020 and 2019. The following table summarizes the Company’s options for fiscal years 2020 and 2019: Weighted Weighted Average Average Number Exercise Remaining Aggregate Of Price Per Contractual Intrinsic Shares Share Term (in Years) Value Outstanding as of March 31, 2018 272 $ 10.27 Granted 25 19.95 Exercised (2 ) 9.66 Forfeited (4 ) 6.75 Outstanding as of March 30, 2019 291 11.16 Granted 15 25.06 Exercised (156 ) 9.16 Forfeited - - Outstanding as of March 28, 2020 150 14.63 4 $ 1,619 Exercisable as of March 28, 2020 115 $ 12.20 3 $ 1,514 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal year 2020 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 28, 2020. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock. Total unrecognized compensation cost related to non-vested stock options as of March 28, 2020 was $0.2 million, which is expected to be recognized over a period of five years. The aggregate intrinsic value of stock options exercised in fiscal years 2020 and 2019 was $2.5 million and less than $0.1 million, respectively. Cash received from the exercise of options in fiscal years 2020 and 2019 was $1.4 million and less than $0.1 million, respectively. |
SEGMENT AND GEOGRAPHIC DATA
SEGMENT AND GEOGRAPHIC DATA | 12 Months Ended |
Mar. 28, 2020 | |
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 described above in Note 1. The Company has no inter-segment sales. The following table presents segment and geographic data for fiscal years 2020 and 2019: FY 2020 FY 2019 Revenue: Service $ 93,003 $ 84,041 Distribution 80,096 76,857 Total 173,099 160,898 Gross Profit: Service 23,486 20,945 Distribution 18,992 18,398 Total 42,478 39,343 Operating Expenses: Service (1) 17,814 15,743 Distribution (1) 13,814 13,371 Total 31,628 29,114 Operating Income: Service 5,672 5,202 Distribution 5,178 5,027 Total 10,850 10,229 Unallocated Amounts: Interest and Other Expense, net 1,120 994 Provision for Income Taxes 1,663 2,090 Total 2,783 3,084 Net Income $ 8,067 $ 7,145 Total Assets: Service $ 67,023 $ 58,373 Distribution 47,952 43,378 Unallocated 13,147 3,479 Total $ 128,122 $ 105,230 Depreciation and Amortization (2): Service $ 4,930 $ 4,754 Distribution 1,729 1,607 Total $ 6,659 $ 6,361 Capital Expenditures: Service $ 3,974 $ 3,880 Distribution 2,605 3,118 Total $ 6,579 $ 6,998 Geographic Data: Revenues to Unaffiliated Customers (3): United States (4) $ 157,744 $ 145,576 Canada 13,827 13,484 Other International 1,528 1,838 Total $ 173,099 $ 160,898 Property and Equipment: United States (4) $ 18,672 $ 18,574 Canada 2,161 1,079 Total $ 20,833 $ 19,653 (1) Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates. (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. 28, 2020 | |
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 $3.7 million and $3.4 million in fiscal years 2020 and 2019, respectively. The minimum future annual rental payments under the non-cancelable leases at March 28, 2020 are as follows (in millions): Fiscal Year 2020 $ 3.2 2021 2.7 2022 2.2 2023 1.8 2024 1.3 Thereafter 4.1 Total minimum lease payments $ 15.3 Effective December 2018, the Company has term loan repayments (principal plus interest) of $0.2 million per month through December 2025. These amounts are not reflected in the table above. |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Mar. 28, 2020 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITIONS | NOTE 9 – BUSINESS ACQUISITIONS TTE: Effective, February 21, 2020, Transcat acquired substantially all of the assets of TTE Laboratories, Inc. (“TTE") a Boston, MA -based provider of pipette calibration services and equipment. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s service capabilities. TTE’s focus on pipettes complement s the current offerings Transcat provides to the life science sector. 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 in Note 1 above, 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. 75% of the goodwill and intangible assets relating to the TTE acquisition has been allocated to the Service segment with the remaining 25% allocated to the Distribution segment. Intangible assets related to the TTE acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. Amortization of goodwill related to the TTE acquisition is deductible for tax purposes only. The total purchase price paid for the assets of TTE was approximately $12.2 million. $1.2 million of the purchase price has been put into escrow as a holdback for indemnification claims, if any. The following is a preliminary summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of TTE’ s assets and liabilities acquired during the period presented: FY 2020 Goodwill $ 6,779 Intangible Assets – Customer Base & Contracts 4,410 Intangible Assets – Covenant Not to Compete 120 11,309 Plus: Current Assets 939 Non-Current Assets 261 Less: Current Liabilities (278 ) Total Purchase Price $ 12,231 The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of TTE had occurred at the beginning of fiscal year 2020 and fiscal year 2019. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transaction had occurred at the beginning of the perio d presented or what the Company’s operating results will be in future periods. (Unaudited) Fiscal Years Ended March 28, March 30, 2020 2019 Total Revenue $ 180,053 $ 168,008 Net Income $ 8,560 $ 7,670 Basic Earnings Per Share $ 1.17 $ 1.07 Diluted Earnings Per Share $ 1.14 $ 1.02 IIS: Effective July 19, 2019, Transcat acquired Infinite Integral Solutions Inc. (“IIS”). IIS, headquartered in Mississauga, Ontario, Canada, is the owner and developer of the CalTree™ suite of software solutions for the automation of calibration procedures and datasheet generation. Total consideration for the shares of IIS was 1.4 million Canadian dollars, subject in part to the achievement of certain milestones. 1.0 million Canadian dollars was paid during fiscal year 2020 and is included as a business acquisition in the Consolidated Statement of Cash Flows. 1.0 million Canadian dollars has been allocated to software and property and equipment and 0.3 million Canadian has been allocated to goodwill. Due to the immaterial amount of pre-acquisition revenue and expenses, no pro forma table of results has been presented. GRS: Effective April 1, 2019, Transcat acquired substantially all of the assets of Gauge Repair Service (“ GRS ”), a California-based provider of calibration services. This transaction leveraged the Company’s infrastructure while also increasing the depth and breadth of the Company’s service capabilities. Due to the immaterial amount of the purchase price of the GRS assets, it has been included in the purchases of property and equipment in the Consolidated Statement of Cash Flows. Ang el’s: Effective August 31, 2018, Transcat acquired substantially all of the assets of Angel’s Instrumentation, Inc. (“Angel’s”), a Virginia-based provider of calibration services. This transaction expanded the Company’s geographic reach while also increasing the depth and breadth of the Company’s service capabilities. 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 in Note 1 above, 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. All of the goodwill and intangible assets relating to the Angel’s acquisition have been allocated to the Service segment. Intangible assets related to the Angel’s acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. Amortization of goodwill related to the Angel’s acquisition is deductible for tax purposes only. The total purchase price paid for the assets of Angel’s was approximately $4.7 million, net of $0.1 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 Angel’s assets and liabilities acquired during the period presented: FY 2019 Goodwill $ 1,902 Intangible Assets – Customer Base & Contracts 1,470 Intangible Assets – Covenant Not to Compete 130 3,502 Plus: Current Assets 786 Non-Current Assets 473 Less: Current Liabilities (24 ) Total Purchase Price $ 4,737 Certain of the Company’s acquisition agreements, including Angel’s , include provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on their estimated fair value at the date of acquisition. As of March 28, 2020, there were no unpaid contingent consideration or holdback amounts reflected in the Consolidated Balance Sheets. $0.9 million of holdback amounts were paid during fiscal year 2020. As of March 30, 2019, $0.4 million of contingent consideration and $0.5 million of other holdback amounts were unpaid and reflected in current liabilities on the Consolidated Balance Sheets. During fiscal year 2019, $0.3 million of contingent consideration or other holdbacks were paid. The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquir ed. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of Angel’s had occurred at the beginning of fiscal year 2019. The pro forma results do not purport to represent what the Company’s result s of operations actually would have been if the transaction had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods. (Unaudited) Fiscal Years Ended March 30, 2019 Total Revenue $ 163,039 Net Income $ 7,725 Basic Earnings Per Share $ 1.07 Diluted Earnings Per Share $ 1.03 NBS: Effective June 12, 2018, Transcat acquired substantially all of the assets of NBS Calibration, Inc. (“NBS”), an Arizona- based provider of calibration services. This transaction aligned with the Company’s acquisition strategy of targeting businesses that expand the Company’s geographic reach and leverage its infrastructure while also increasing the dept h and breadth of the Company’s service capabilities. Due to the immaterial amount of the purchase price of the NBS assets, it has been included in the purchases of property and equipment, net, in the consolidated statement of cash flows. During fiscal year 2020, acquisition costs of $0.1 million were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income. During fiscal year 2019, acquisition costs of less than $0.1 million were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income. |
QUARTERLY DATA (Unaudited)
QUARTERLY DATA (Unaudited) | 12 Months Ended |
Mar. 28, 2020 | |
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 2020 and 2019: Basic Diluted Total Gross Net Earnings Earnings Revenues Profit Income Per Share (a) Per Share (a) FY 2020: Fourth Quarter $ 45,762 $ 12,053 $ 2,493 $ 0.34 $ 0.33 Third Quarter 43,179 9,928 1,477 0.20 0.20 Second Quarter 41,763 10,445 2,379 0.32 0.32 First Quarter 42,395 10,052 1,718 0.24 0.23 FY 2019: Fourth Quarter $ 44,493 $ 11,543 $ 2,660 $ 0.37 $ 0.35 Third Quarter 40,868 9,548 1,569 0.22 0.21 Second Quarter 38,879 9,139 1,488 0.21 0.20 First Quarter 36,658 9,113 1,428 0.20 0.19 (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. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Mar. 28, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | NOTE 11 SUBSEQUENT EVENT On May 18, 2020, the Company entered into the Amended and Restated Credit Facility Agreement Amendment 2 (“Amendment Two”) with Manufacturers and Traders Trust Company that amended the Company’s Credit Agreement. Amendment Two extended the term of the Revolving Credit Facility to October 20, 2022 and increased the Revolving Credit Commitment to $40 million. Amendment Two modified the definition of Applicable Rate used to determine interest charges on outstanding and unused borrowings under the revolving credit facility and it amended the definition of Permitted Acquisitions to amend borrowings available under the Revolving Credit Facility for Acquisitions. In addition, Amendment Two amended the definition of Restricted Payments to exclude amounts up to $2.5 million during each fiscal year used to pay certain tax obligations and added certain restrictions to the Company’s ability to repurchase its shares and pay dividends. Amendment Two modified the Leverage Ratio and Fixed Charge Coverage Ratio covenants with which the Company is required to comply and limited Capital Expenditures to $5.5 million for the fiscal year ending March 27, 2021. Amendment Two also established a LIBOR floor of 1% and included a mechanism for adoption of a different benchmark rate in the event LIBOR is discontinued. |
GENERAL (Policies)
GENERAL (Policies) | 12 Months Ended |
Mar. 28, 2020 | |
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 Company’s wholly -owned subsidiaries, Transcat Canada Inc., United Scale & Engineering Corporation, WTT Real Estate Acquisition, LLC and Anmar Metrology, Inc. (which merged with and into the Company on March 28, 2020). All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates: The preparation of Transcat’s Consolidated Financial Statements in accordance with accounting principles generally accepted in the United St ates (“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 28, 2020 (“ fiscal year 2020 ”) and March 30, 2019 (“fiscal year 2019”) both 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. The Company 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: |
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 – 15 Rental Equipment 5 – 8 Furniture and Fixtures 3 – 10 Leasehold Improvements 2 – 10 The Company tests property and equipment for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. Property and equipment determined to have no value are written off at their then remaining net book value. The Company 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, to determine the fair values used in this allocation. Historically, we have relied, in part, upon the use of reports from third-party valuation specialists to assist in the estimation of fair values. 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. The Company tests goodwill for impairment on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company evaluates qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying value and whether it is necessary to perform the goodwill impairment process. The Company determined that no impairment was indicated as of March 28, 2020 and March 30, 2019. Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. The Company estimates the fair value of its reporting units using the fair market value measurement requirement. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill and intangible assets is as follows: Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 31, 2018 $ 9,759 $ 22,981 $ 32,740 $ 487 $ 5,018 $ 5,505 Additions (see Note 9) - 2,012 2,012 - 1,650 1,650 Amortization - - - (177 ) (1,713 ) (1,890 ) Currency Translation Adjustment - (207 ) (207 ) - (32 ) (32 ) Net Book Value as of March 30, 2019 9,759 24,786 34,545 310 4,923 5,233 Additions (see Note 9) 1,695 5,580 7,275 1,133 3,397 4,530 Amortization - - - (146 ) (1,619 ) (1,765 ) Currency Translation Adjustment - (280 ) (280 ) - (21 ) (21 ) Net Book Value as of March 28, 2020 $ 11,454 $ 30,086 $ 41,540 $ 1,297 $ 6,680 $ 7,977 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 $2.4 million in fiscal year 2021, $1.7 million in fiscal year 2022, $1.3 million in fiscal year 2023, $0.9 million in fiscal year 2024 and $0.7 million in fiscal year 2025. |
Catalog Costs | Catalog Costs: Transcat capitalizes the cost of each Master Catalog mailed and amortizes the cost over the respective catalog’s 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 28, 2020 and March 30, 2019. |
Deferred Taxes | Deferred Taxes: The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the consolidated financial statement carrying amounts and the tax bases of its assets and liabilities. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in the Consolidated Statements of Income in the period that includes the enactment date. The Company establishes valuation allowances if it believes that it is more-likely-than-not that some or all of its deferred tax assets will not be realized. 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 on a portion of the debt with the balance bearing an interest rate approximating current market rates, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At March 28, 2020 and March 30, 2019, investment assets totaled $0.4 million and $0.5 million, respectively, and are included as a component of other assets (non-current) on the Consolidated Balance Sheets. |
Stock-Based Compensation | Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation 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. Excess tax benefits for share-based award activity are reflected in the Consolidated Statements of Income as a component of the provision for income taxes. 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 2020 and 2019, the Company recorded non-cash stock-based compensation cost in the amount of $0.9 million and $1.3 million, respectively, in the Consolidated Statements of Income. |
Revenue Recognition | Revenue Recognition: Distribution sales are recorded when an order’s 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. The majority of the Company’s revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and/or our obligation has been fulfilled. Some Service revenue is generated from managing custo mers’ calibration programs in which the Company recognizes revenue over time. Revenue is measured as the amount of consideration it expects to receive in exchange for product shipped or services performed. Sales taxes and other taxes billed and collected from customers are excluded from revenue. 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. Revenue recognized from prior period performance obligations for fiscal year 2020 was immaterial. As of March 28, 2020, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to Topic 606 (defined below), the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on our Consolidated Balance Sheets as of March 28, 2020 and March 30, 2019 were immaterial. Payment terms are generally 30 to 45 days. See Note 7 for disaggregated revenue information. |
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 $1.6 million and $1.3 million in fiscal years 2020 and 2019, respectively, as a reduction of cost of distribution sales. |
Cooperative Advertising Income | Cooperative Advertising Income: The Company participates in co-op advertising programs with certain of its vendors. The Company records cash consideration received from these vendors for advertising as a reduction of cost of distribution sales. The Company recorded consideration in the amount of $1.4 million and $1.6 million in fiscal years 2020 and 2019, respectively, in connection with these programs. |
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 and $1.4 million in fiscal years 2020 and 2019, respectively. |
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 $2.6 million in each of fiscal years 2020 and 2019, 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 approximately $0.9 million and $1.0 million in fiscal years 2020 and 2019, respectively. |
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 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 2020 and 2019. 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 loss of less than $0.1 million in fiscal year 2020 and a net gain of $0.2 million in fiscal year 2019, 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 28, 2020, the Company had a foreign exchange contract, which matured in April 2020, outstanding in the notional amount of $4.0 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. For the Company’s Canadian subsidiary, the local currency is Canadian dollars. Assets and liabilities of that subsidiary are translated into United States dollars at the period-end exchange rate or historical rates as appropriate. Consolidated statements of earnings (loss) amounts are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the consolidated balance sheets as a component of accumulated other comprehensive loss in shareholders’ equity. Transaction gains and losses are included in the consolidated statements of income. The Company determines the expense and obligations for its post-retirement plans using assumptions related to discount rates, expected long-term rates of return on invested plan assets, and certain other factors. The Company determines the fair value of plan assets and benefit obligations as of the end of each fiscal year. The unrecognized portion of the gain or loss on plan assets is included in the consolidated balance sheets as a component of accumulated other comprehensive loss in shareholders’ equity and is recognized into the plans’ expense over time. See Note 5 for further discussion on the company’s post retirement plan. The Company has a non-qualified deferred compensation plan for the benefit of certain management employees and non-employee directors. Investment assets, which fund the Company’s non -qualified deferred compensation plan, consist of mutual funds. The unrecognized portion of the gain or loss on plan assets is included in the consolidated balance sheets as a component of accumulated other comprehensive loss in shareholders’ equity . At March 28, 2020, accumulated other comprehensive loss consisted of cumulative currency translation losses of $0.6 million, unrecognized prior service costs, net of tax, of $0.3 million and an unrealized gain on other assets, net of tax, of $0.1 million. At March 30, 2019, accumulated other comprehensive loss consisted of cumulative currency translation losses of $0.3 million, unrecognized prior service costs, net of tax, of $0.2 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, proceeds received from the exercise of options and unvested restricted stock units 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 2020 and 2019, the net additional common stock equivalents had a $0.02 and $0.04 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 Fiscal Years Ended March 28, March 30, 2020 2019 Average Shares Outstanding – Basic 7,331 7,196 Effect of Dilutive Common Stock Equivalents 156 319 Average Shares Outstanding – Diluted 7,487 7,515 Anti-dilutive Common Stock Equivalents 15 20 |
Shareholders' Equity | Shareholders’ Equity: During fiscal year 2020, the Company repurchased and subsequently retired 0.1 million shares of its common stock. During fiscal year 2019, the Company repurchased and subsequently retired less than 0.1 million shares of its common stock. There were no stock option redemptions during either fiscal year 2020 or fiscal year 2019. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842), which requires lessees to recognize substantially all leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right of use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. In July 2018, FASB issued ASU 2018-11, Leases (ASC Topic 842), which provides entities with an additional transition method to adopt the new lease standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period's financials will remain the same as those previously presented. The Company adopted the new lease standard on March 31, 2019, during the first quarter of fiscal year 2020. The Company adopted the package of practical expedients permitted under the transition guidance which allowed us to carry forward the historical lease classification. Upon adoption, the Company used hindsight in determining lease terms. The most significant impact of adoption was adding ROU lease assets and lease liabilities on the Consolidated Balance Sheets by the present value of the Company’s leasing obligations, which are primarily related to facility and vehicle leases. The present value of the remaining lease payments is recognized as lease liabilities on the Consolidated Balance Sheets with corresponding ROU assets. The value of the assets and liabilities added to the Consolidated Balance Sheets was approximately $8 million each. The ROU assets are shown separately on the face of the Consolidated Balance Sheets. $1.7 million of the lease liabilities was included in Accrued Compensation and Other Liabilities on the Consolidated Balance Sheets with the remainder included in Lease Liabilities. Adopting the new standard did not have a material impact on our Consolidated Statement of Income or Consolidated Statement of Cash Flows. Credit Losses In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU replaces the "incurred loss" model with an "expected credit loss" model that requires entities to estimate an expected lifetime credit loss on financial assets, including trade accounts receivable. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. As credit losses from the Company's trade receivables have not historically been significant, the Company anticipates that the adoption of the ASU will not have a material impact on the 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. 28, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives | Years Machinery, Equipment and Software 2 – 15 Rental Equipment 5 – 8 Furniture and Fixtures 3 – 10 Leasehold Improvements 2 – 10 |
Schedule of Goodwill and Intangible Assets | A summary of changes in the Company’s goodwill and intangible assets is as follows: Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 31, 2018 $ 9,759 $ 22,981 $ 32,740 $ 487 $ 5,018 $ 5,505 Additions (see Note 9) - 2,012 2,012 - 1,650 1,650 Amortization - - - (177 ) (1,713 ) (1,890 ) Currency Translation Adjustment - (207 ) (207 ) - (32 ) (32 ) Net Book Value as of March 30, 2019 9,759 24,786 34,545 310 4,923 5,233 Additions (see Note 9) 1,695 5,580 7,275 1,133 3,397 4,530 Amortization - - - (146 ) (1,619 ) (1,765 ) Currency Translation Adjustment - (280 ) (280 ) - (21 ) (21 ) Net Book Value as of March 28, 2020 $ 11,454 $ 30,086 $ 41,540 $ 1,297 $ 6,680 $ 7,977 |
Schedule of Weighted Average Number of Shares | The average shares outstanding used to compute basic and diluted earnings per share are as follows: For the Fiscal Years Ended March 28, March 30, 2020 2019 Average Shares Outstanding – Basic 7,331 7,196 Effect of Dilutive Common Stock Equivalents 156 319 Average Shares Outstanding – Diluted 7,487 7,515 Anti-dilutive Common Stock Equivalents 15 20 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Mar. 28, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of: March 28, March 30, 2020 2019 Machinery, Equipment and Software $ 46,206 $ 41,818 Rental Equipment 7,111 6,441 Furniture and Fixtures 2,668 2,573 Leasehold Improvements 3,051 2,716 Buildings and Land - 500 Total Property and Equipment 59,036 54,048 Less: Accumulated Depreciation and Amortization (38,203 ) (34,395 ) Total Property and Equipment, net $ 20,833 $ 19,653 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 28, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Net Income before Income Taxes | Transcat ’ s income before income taxes on the Consolidated Statements of Income is as follows: FY 2020 FY 2019 United States $ 8,783 $ 8,561 Foreign 947 674 Total $ 9,730 $ 9,235 |
Schedule of Net Provision for Income Taxes | The provision for income taxes for fiscal years 2020 and 2019 is as follows: FY 2020 FY 2019 Current Tax Provision: Federal $ 630 $ 701 State 285 349 Foreign 329 259 $ 1,244 $ 1,309 Deferred Tax (Benefit) Provision: Federal $ 371 $ 926 State 77 (63 ) Foreign (29 ) (82 ) $ 419 $ 781 Provision for Income Taxes $ 1,663 $ 2,090 |
Reconciliation of the Income Tax Provision | 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 2020 FY 2019 Federal Income Tax at Statutory Rate $ 2,044 $ 1,939 State Income Taxes, net of federal benefit 294 213 Research and Development Credits (97 ) (70 ) Tax Impact of Equity Awards (876 ) (78 ) Other, net 298 86 Total $ 1,663 $ 2,090 |
Schedule of Components of the Net Deferred Tax Assets (liabilities) | The components of net deferred tax assets (liabilities) are as follows: March 28, March 30, 2020 2019 Deferred Tax Assets: Accrued Liabilities $ 531 $ 285 Lease Liabilities 2,253 - Performance-Based Stock Award Grants 432 503 Inventory Reserves 105 98 Non-Qualified Deferred Compensation Plan 98 121 Post-Retirement Health Care Plans 385 334 Stock-Based Compensation 70 192 Capitalized Inventory Costs 126 126 Other 265 217 Total Deferred Tax Assets $ 4,265 $ 1,876 Deferred Tax Liabilities: Goodwill and Intangible Assets $ (1,162 ) $ (1,087 ) Right of Use Assets (2,198 ) - Depreciation (3,858 ) (3,196 ) Other (72 ) (43 ) Total Deferred Tax Liabilities $ (7,290 ) $ (4,326 ) Net Deferred Tax Liabilities $ (3,025 ) $ (2,450 ) |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 12 Months Ended |
Mar. 28, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of Change in the Postretirement Benefit Obligation | The change in the post-retirement benefit obligation is as follows: FY 2020 FY 2019 Post-retirement benefit obligation, at beginning of fiscal year $ 1,311 $ 1,153 Service cost 77 40 Interest cost 48 44 Benefits paid (98 ) (86 ) Actuarial loss 171 160 Post-retirement benefit obligation, at end of fiscal year 1,509 1,311 Fair value of plan assets, at end of fiscal year - - Funded status, at end of fiscal year $ (1,509 ) $ (1,311 ) Accumulated post-retirement benefit obligation, at end of fiscal year $ 1,509 $ 1,311 |
Schedule of Net Periodic Postretirement Benefit Cost and Other Amounts Recognized in Other Comprehensive Income | The components of net periodic post-retirement benefit cost and other amounts recognized in other comprehensive income are as follows: FY 2020 FY 2019 Net periodic post-retirement benefit cost: Service cost $ 77 $ 40 Interest cost 48 44 Amortization of prior service cost 1 1 126 85 Benefit obligations recognized in other comprehensive income: Amortization of prior service cost (1 ) (1 ) Net gain 113 171 112 170 Total recognized in net periodic benefit cost and other comprehensive income $ 238 $ 255 Amount recognized in accumulated other comprehensive income, at end of fiscal year: Unrecognized prior service cost $ 518 $ 405 |
Schedule of Assumptions Used | Assumptions used to determine the post-retirement benefit obligation and the net periodic postretirement benefit cost were as follows: March 28, March 30, 2020 2019 Weighted average discount rate 3.3% 3.8% Medical care cost trend rate: Trend rate assumed for next year 6.8% 8.5% Ultimate trend rate 3.8% 6.0% Year that rate reaches ultimate trend rate 2075 2025 Dental care cost trend rate: Trend rate assumed for next year and remaining at that level thereafter 3.5% 5.0% |
Schedule of Expected Benefit Payments | The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows: Fiscal Year Amount 2021 $ 136 2022 145 2023 129 2024 108 2025 99 Thereafter $ 892 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 28, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the restricted stock units vested and shares issued during fiscal years 2020 and 2019 (amounts in thousands): Grant Total Date Number Number Fair Target Of Date Date Measurement of Units Value Level Shares Shares Granted Period Granted Per Unit Achieved Issued Issued April 2015 April 2015 – March 2018 63 $ 9.59 50% 32 May 2018 June 2017 June 2017 – May 2018 1 $ 12.00 Time Vested 1 June 2018 January 2019 January 2019 1 $ 19.04 Time Vested 1 January 2019 April 2018 April 2018 – March 2019 1 $ 15.65 Time Vested 1 April 2019 April 2016 April 2016 – March 2019 82 $ 10.13 131% 107 May 2019 June 2017 June 2017 – May 2019 1 $ 12.00 Time Vested 1 June 2019 October 2018 October 2018 – September 2019 1 $ 20.81 Time Vested 1 October 2019 |
Schedule of Restricted Stock Units Award Activity | The following table summarizes the non-vested restricted stock units outstanding as of March 28, 2020: Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Granted Per Unit March 28, 2020 April 2017 April 2017 – March 2020 62 $ 12.90 79% of target level April 2018 April 2018 – March 2020 1 $ 15.65 Time Vested May 2018 April 2018 – March 2021 23 $ 15.30 90% of target level May 2018 April 2018 – March 2021 24 $ 15.30 Time Vested October 2018 October 2018 – September 2027 9 $ 20.81 Time Vested May 2019 April 2019 – March 2022 24 $ 23.50 90% of target level May 2019 April 2019 – March 2022 24 $ 23.50 Time Vested August 2019 August 2019 – July 2020 1 $ 23.00 Time Vested September 2019 September 2019 – September 2020 18 $ 22.77 Time Vested |
Schedule of Stock Options Activity | The following table summarizes the Company’s options for fiscal years 2020 and 2019: Weighted Weighted Average Average Number Exercise Remaining Aggregate Of Price Per Contractual Intrinsic Shares Share Term (in Years) Value Outstanding as of March 31, 2018 272 $ 10.27 Granted 25 19.95 Exercised (2 ) 9.66 Forfeited (4 ) 6.75 Outstanding as of March 30, 2019 291 11.16 Granted 15 25.06 Exercised (156 ) 9.16 Forfeited - - Outstanding as of March 28, 2020 150 14.63 4 $ 1,619 Exercisable as of March 28, 2020 115 $ 12.20 3 $ 1,514 |
SEGMENT AND GEOGRAPHIC DATA (Ta
SEGMENT AND GEOGRAPHIC DATA (Tables) | 12 Months Ended |
Mar. 28, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Segment Information | The following table presents segment and geographic data for fiscal years 2020 and 2019: FY 2020 FY 2019 Revenue: Service $ 93,003 $ 84,041 Distribution 80,096 76,857 Total 173,099 160,898 Gross Profit: Service 23,486 20,945 Distribution 18,992 18,398 Total 42,478 39,343 Operating Expenses: Service (1) 17,814 15,743 Distribution (1) 13,814 13,371 Total 31,628 29,114 Operating Income: Service 5,672 5,202 Distribution 5,178 5,027 Total 10,850 10,229 Unallocated Amounts: Interest and Other Expense, net 1,120 994 Provision for Income Taxes 1,663 2,090 Total 2,783 3,084 Net Income $ 8,067 $ 7,145 Total Assets: Service $ 67,023 $ 58,373 Distribution 47,952 43,378 Unallocated 13,147 3,479 Total $ 128,122 $ 105,230 Depreciation and Amortization (2): Service $ 4,930 $ 4,754 Distribution 1,729 1,607 Total $ 6,659 $ 6,361 Capital Expenditures: Service $ 3,974 $ 3,880 Distribution 2,605 3,118 Total $ 6,579 $ 6,998 Geographic Data: Revenues to Unaffiliated Customers (3): United States (4) $ 157,744 $ 145,576 Canada 13,827 13,484 Other International 1,528 1,838 Total $ 173,099 $ 160,898 Property and Equipment: United States (4) $ 18,672 $ 18,574 Canada 2,161 1,079 Total $ 20,833 $ 19,653 (1) Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates. (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. 28, 2020 | |
Leases, Operating [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The minimum future annual rental payments under the non-cancelable leases at March 28, 2020 are as follows (in millions): Fiscal Year 2020 $ 3.2 2021 2.7 2022 2.2 2023 1.8 2024 1.3 Thereafter 4.1 Total minimum lease payments $ 15.3 |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Mar. 28, 2020 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The following is a preliminary summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of TTE’ s assets and liabilities acquired during the period presented: FY 2020 Goodwill $ 6,779 Intangible Assets – Customer Base & Contracts 4,410 Intangible Assets – Covenant Not to Compete 120 11,309 Plus: Current Assets 939 Non-Current Assets 261 Less: Current Liabilities (278 ) Total Purchase Price $ 12,231 The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Angel’s assets and liabilities acquired during the period presented: FY 2019 Goodwill $ 1,902 Intangible Assets – Customer Base & Contracts 1,470 Intangible Assets – Covenant Not to Compete 130 3,502 Plus: Current Assets 786 Non-Current Assets 473 Less: Current Liabilities (24 ) Total Purchase Price $ 4,737 |
Schedule of Pro Forma Information | The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transaction had occurred at the beginning of the perio d presented or what the Company’s operating results will be in future periods. (Unaudited) Fiscal Years Ended March 28, March 30, 2020 2019 Total Revenue $ 180,053 $ 168,008 Net Income $ 8,560 $ 7,670 Basic Earnings Per Share $ 1.17 $ 1.07 Diluted Earnings Per Share $ 1.14 $ 1.02 The pro forma results do not purport to represent what the Company’s result s of operations actually would have been if the transaction had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods. (Unaudited) Fiscal Years Ended March 30, 2019 Total Revenue $ 163,039 Net Income $ 7,725 Basic Earnings Per Share $ 1.07 Diluted Earnings Per Share $ 1.03 |
QUARTERLY DATA (Unaudited) (Tab
QUARTERLY DATA (Unaudited) (Tables) | 12 Months Ended |
Mar. 28, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Data | The following table presents a summary of certain unaudited quarterly financial data for fiscal years 2020 and 2019: Basic Diluted Total Gross Net Earnings Earnings Revenues Profit Income Per Share (a) Per Share (a) FY 2020: Fourth Quarter $ 45,762 $ 12,053 $ 2,493 $ 0.34 $ 0.33 Third Quarter 43,179 9,928 1,477 0.20 0.20 Second Quarter 41,763 10,445 2,379 0.32 0.32 First Quarter 42,395 10,052 1,718 0.24 0.23 FY 2019: Fourth Quarter $ 44,493 $ 11,543 $ 2,660 $ 0.37 $ 0.35 Third Quarter 40,868 9,548 1,569 0.22 0.21 Second Quarter 38,879 9,139 1,488 0.21 0.20 First Quarter 36,658 9,113 1,428 0.20 0.19 (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, shares in Millions | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
General [Line Items] | ||
Inventory Valuation Reserves | $ 500 | $ 400 |
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 2,400 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 1,700 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 1,300 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 900 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 700 | |
Prepaid Expense and Other Assets, Current | 1,697 | $ 1,329 |
Investments | 400 | 500 |
Allocated Share-based Compensation Expense | 900 | 1,300 |
Vendor rebates | 1,600 | 1,300 |
Cooperative advertising amount | 1,400 | 1,600 |
Advertising costs | 1,200 | 1,400 |
Cost of Goods and Services Sold | 130,621 | 121,555 |
Foreign Currency Transaction Gain (Loss), Realized | (100) | (100) |
Foreign Currency Transaction Gain (Loss), Unrealized | (100) | 200 |
Derivative Asset, Notional Amount | 4,000 | |
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | (600) | (300) |
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Prior Service Cost (Credit), after Tax | 300 | 200 |
Accumulated Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment, Net of Tax | $ 100 | $ 100 |
Number of shares repurchased and retired | 0.1 | 0.1 |
Dilutive Securities Effect Per Share on Earnings (in Dollars per share) | $ 0.02 | $ 0.04 |
Estimated Value of Assets and Liabilities | $ 8,000 | |
Lease liabilities | 1,700 | |
Freight Expense [Member] | ||
General [Line Items] | ||
Cost of Goods and Services Sold | 2,600 | $ 2,600 |
Shipping and Handling [Member] | ||
General [Line Items] | ||
Cost of Goods and Services Sold | $ 900 | 1,000 |
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. 28, 2020 | |
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 | 15 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 |
GENERAL (Goodwill) (Details)
GENERAL (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Goodwill [Line Items] | ||
Net Book Value | $ 34,545 | $ 32,740 |
Additions (see Note 9) | 7,275 | 2,012 |
Currency Translation Adjustment | (280) | (207) |
Net Book Value | 41,540 | 34,545 |
Distribution [Member] | ||
Goodwill [Line Items] | ||
Net Book Value | 9,759 | 9,759 |
Additions (see Note 9) | 1,695 | |
Currency Translation Adjustment | ||
Net Book Value | 11,454 | 9,759 |
Service Segment [Member] | ||
Goodwill [Line Items] | ||
Net Book Value | 24,786 | 22,981 |
Additions (see Note 9) | 5,580 | 2,012 |
Currency Translation Adjustment | (280) | (207) |
Net Book Value | $ 30,086 | $ 24,786 |
GENERAL (Intangible Assets) (De
GENERAL (Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Book Value | $ 5,233 | $ 5,505 |
Additions (see Note 9) | 4,530 | 1,650 |
Amortization | (1,765) | (1,890) |
Currency Translation Adjustment | (21) | (32) |
Net Book Value | 7,977 | 5,233 |
Distribution [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net Book Value | 310 | 487 |
Additions (see Note 9) | 1,133 | |
Amortization | (146) | (177) |
Currency Translation Adjustment | ||
Net Book Value | 1,297 | 310 |
Service Segment [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Net Book Value | 4,923 | 5,018 |
Additions (see Note 9) | 3,397 | 1,650 |
Amortization | (1,619) | (1,713) |
Currency Translation Adjustment | (21) | (32) |
Net Book Value | $ 6,680 | $ 4,923 |
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. 28, 2020 | Mar. 30, 2019 | |
Accounting Policies [Abstract] | ||
Average Shares Outstanding - Basic | 7,331 | 7,196 |
Effect of Dilutive Common Stock Equivalents | 156 | 319 |
Average Shares Outstanding - Diluted | 7,487 | 7,515 |
Anti-dilutive Common Stock Equivalents | 15 | 20 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $ 4.8 | $ 4.4 |
PROPERTY AND EQUIPMENT (Propert
PROPERTY AND EQUIPMENT (Property and Equipment) (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Mar. 30, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 59,036 | $ 54,048 |
Less: Accumulated Depreciation and Amortization | (38,203) | (34,395) |
Total Property and Equipment, net | 20,833 | 19,653 |
Machinery, Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 46,206 | 41,818 |
Rental Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 7,111 | 6,441 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 2,668 | 2,573 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | 3,051 | 2,716 |
Buildings and Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment | $ 500 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020USD ($) | Mar. 30, 2019USD ($) | |
Debt Instrument [Line Items] | ||
Current portion of loan outstanding | $ 1,982 | $ 1,899 |
Busines acquisition | $ 13,800 | $ 3,900 |
Leverage ratio | 1.53 | 1.12 |
Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 30,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |
Amount available | $ 30,000 | $ 30,000 |
Amount outstanding | $ 17,700 | 6,500 |
Allowable leverage ratio | 3 | |
Revolving Credit Facility [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate for period | 1.80% | |
Revolving Credit Facility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate for period | 3.70% | |
2018 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate for period | 4.15% | |
Principal amount of loan | $ 15,000 | |
Loan outstanding | 12,600 | 14,500 |
Current portion of loan outstanding | 2,000 | $ 1,900 |
Monthly principal payments | 200 | |
2018 Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Monthly principal payments | 200 | |
Annual payments | $ 20,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Statutory U.S. federal income tax rate | 24.00% | 25.00% |
Additional provision for income tax expense | $ 100 | |
Income tax benefit recorded | $ 100 | $ 100 |
Effective tax rate | 17.10% | 22.60% |
Discrete benefits related to share-based compensation awards | $ 900 | $ 100 |
Canadian corporation [Member] | ||
Income tax return | $ 100 | |
Minimum [Member] | ||
Statutory U.S. federal income tax rate | 35.00% | |
Maximum [Member] | ||
Statutory U.S. federal income tax rate | 21.00% |
INCOME TAXES (Net Income Before
INCOME TAXES (Net Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
United States | $ 8,783 | $ 8,561 |
Foreign | 947 | 674 |
Income Before Provision for Income Taxes | $ 9,730 | $ 9,235 |
INCOME TAXES (Net Provision for
INCOME TAXES (Net Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Current Tax Provision: | ||
Federal | $ 630 | $ 701 |
State | 285 | 349 |
Foreign | 329 | 259 |
Current Tax Provision | 1,244 | 1,309 |
Deferred Tax (Benefit) Provision: | ||
Federal | 371 | 926 |
State | 77 | (63) |
Foreign | (29) | (82) |
Deferred Tax (Benefit) Provision | 419 | 781 |
Total | $ 1,663 | $ 2,090 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Income Tax Provision) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Federal Income Tax at Statutory Rate | $ 2,044 | $ 1,939 |
State Income Taxes, net of federal benefit | 294 | 213 |
Research and Development Credits | (97) | (70) |
Tax Impact of Equity Awards | (876) | (78) |
Other, net | 298 | 86 |
Total | $ 1,663 | $ 2,090 |
INCOME TAXES (Components of the
INCOME TAXES (Components of the Net Deferred Tax Assets (Liabilities)) (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Mar. 30, 2019 |
Deferred Tax Assets: | ||
Accrued Liabilities | $ 531 | $ 285 |
Lease Liabilities | 2,253 | |
Performance-Based Stock Award Grants | 432 | 503 |
Inventory Reserves | 105 | 98 |
Non-Qualified Deferred Compensation Plan | 98 | 121 |
Post-retirement Health Care Plans | 385 | 334 |
Stock-Based Compensation | 70 | 192 |
Capitalized Inventory Costs | 126 | 126 |
Other | 265 | 217 |
Total Deferred Tax Assets | 4,265 | 1,876 |
Deferred Tax Liabilities: | ||
Goodwill and Intangible Assets | (1,162) | (1,087) |
Right of Use Assets | (2,198) | |
Depreciation | (3,858) | (3,196) |
Other | (72) | (43) |
Total Deferred Tax Liabilities | (7,290) | (4,326) |
Net Deferred Tax Liabilities | $ (3,025) | $ (2,450) |
EMPLOYEE BENEFIT PLANS (Narrati
EMPLOYEE BENEFIT PLANS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Matching percentage | 50.00% | 50.00% |
Percentage of contributions matched | 6.00% | 6.00% |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 900 | $ 800 |
Expense related to ESPP | 100 | |
NQDC Plan [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Deferred Compensation Liability, Current and Noncurrent | $ 400 | 500 |
ESPP [Member] | ||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | ||
Number of shares authorized under ESPP | 650,000 | |
Percentage of Number of shares purchased | 85.00% | |
Expense related to ESPP | $ 100 | $ 100 |
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 Service and Interest Cost Components | $ 100 | |
Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components | 100 | |
Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation | $ 100 |
EMPLOYEE BENEFIT PLANS (Change
EMPLOYEE BENEFIT PLANS (Change in the Postretirement Benefit Obligation) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Retirement Benefits [Abstract] | ||
Post-retirement benefit obligation, at beginning of fiscal year | $ 1,311 | $ 1,153 |
Service cost | 77 | 40 |
Interest cost | 48 | 44 |
Benefits paid | (98) | (86) |
Actuarial loss | 171 | 160 |
Post-retirement benefit obligation, at end of fiscal year | 1,509 | 1,311 |
Fair value of plan assets, at end of fiscal year | ||
Funded status, at end of fiscal year | (1,509) | (1,311) |
Accumulated post-retirement benefit obligation, at end of fiscal year | $ 1,509 | $ 1,311 |
EMPLOYEE BENEFIT PLANS (Compone
EMPLOYEE BENEFIT PLANS (Components of Net Periodic Postretirement Benefit Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Net periodic post-retirement benefit cost: | ||
Service cost | $ 77 | $ 40 |
Interest cost | 48 | 44 |
Amortization of prior service cost | 1 | 1 |
Net periodic postretirement benefit cost | 126 | 85 |
Benefit obligations recognized in other comprehensive income: | ||
Amortization of prior service cost | (1) | (1) |
Net gain | 113 | 171 |
Benefit obligations recognized in other comprehensive income | 112 | 170 |
Total recognized in net periodic benefit cost and other comprehensive income | 238 | 255 |
Amount recognized in accumulated other comprehensive income, at end of fiscal year: | ||
Unrecognized prior service cost | $ 518 | $ 405 |
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. 28, 2020 | Mar. 30, 2019 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Line Items] | ||
Weighted average discount rate | 3.30% | 3.80% |
Medical care cost trend rate: | ||
Ultimate trend rate | 3.80% | 6.00% |
Year that rate reaches ultimate trend rate | 2075 | 2025 |
Medical Care Cost [Member] | ||
Medical care cost trend rate: | ||
Trend rate assumed for next year | 6.80% | 8.50% |
Dental Care Cost [Member] | ||
Medical care cost trend rate: | ||
Trend rate assumed for next year | 3.50% | 5.00% |
EMPLOYEE BENEFIT PLANS (Future
EMPLOYEE BENEFIT PLANS (Future Benefit Payments) (Details) $ in Thousands | Mar. 28, 2020USD ($) |
Retirement Benefits [Abstract] | |
2021 | $ 136 |
2022 | 145 |
2023 | 129 |
2024 | 108 |
2025 | 99 |
Thereafter | $ 892 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Granted | 15,000 | 25,000 |
Allocated Share-based Compensation Expense | $ 900 | $ 1,300 |
Expense related to ESPP | 100 | |
Unrecognized compensation cost | 200 | |
Discrete benefits related to share-based compensation awards | $ 900 | 100 |
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) | 1,000,000 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock or Unit Expense | $ 800 | $ 1,100 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 1,300 | |
Restricted Stock [Member] | Non-Employee Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Proceeds from Stock Options Exercised | $ 50,000 | |
Restricted Stock [Member] | Time vested [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Granted | 47,000 | 42,000 |
Restricted Stock [Member] | Subject to Performance [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Granted | 28,000 | 30,000 |
Employee Stock Option [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) | 20,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Granted | 25,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 2,500 | $ 100 |
Proceeds from Stock Options Exercised | $ 1,400 | $ 100 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares immediately vested | 5,000 | |
Employee Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |
Employee Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |
Employee Stock Option [Member] | Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Granted | 5,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |
Employee Stock Option [Member] | New Board of Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Granted | 10,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Employee Stock Option [Member] | 2003 Plan [Member] | Board of Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Allocated Share-based Compensation Expense | $ 100 | $ 100 |
STOCK-BASED COMPENSATION (Non-V
STOCK-BASED COMPENSATION (Non-Vested Restricted Stock Units) (Details) - Restricted Stock [Member] shares in Thousands | 12 Months Ended |
Mar. 28, 2020$ / sharesshares | |
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 |
Target Level Achieved | 50.00% |
Number of Shares Issued | 32 |
Restricted Stock Awards Granted In 2017 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 12 |
Number of Shares Issued | 1 |
Restricted Stock Awards Granted In 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 19.04 |
Number of Shares Issued | 1 |
Restricted Stock Awards Granted In 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 15.65 |
Number of Shares Issued | 1 |
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 | 82 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 10.13 |
Target Level Achieved | 131.00% |
Number of Shares Issued | 107 |
Restricted Stock Awards Granted In 2017 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 12 |
Number of Shares Issued | 1 |
Restricted Stock Awards Granted In October 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Granted | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 20.81 |
Number of Shares Issued | 1 |
STOCK-BASED COMPENSATION (Non_2
STOCK-BASED COMPENSATION (Non-Vested Performance-Based Restricted Stock Units) (Details) - Performance Shares [Member] shares in Thousands | 12 Months Ended |
Mar. 28, 2020$ / sharesshares | |
Performance Based Restricted Stock Awards Granted In April 2017 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 62 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 12.90 |
Estimated Level of Achievement | 79.00% |
Performance Based Restricted Stock Awards Granted In April 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 15.65 |
Performance Based Restricted Stock Awards Granted In May 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 23 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 15.30 |
Estimated Level of Achievement | 90.00% |
Performance Based Restricted Stock Awards Granted In May 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 24 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 15.30 |
Performance Based Restricted Stock Awards Granted In October 2018 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 9 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 20.81 |
Performance Based Restricted Stock Awards Granted In May 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 24 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23.50 |
Estimated Level of Achievement | 90.00% |
Performance Based Restricted Stock Awards Granted In May 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 24 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23.50 |
Performance Based Restricted Stock Awards Granted In August 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 1 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 23 |
Performance Based Restricted Stock Awards Granted In September 2019 [Member] | |
Schedule of Stock Based Compensation Details Non Vested Performance Based Restricted Stock Units [Line Items] | |
Total Number of Units Outstanding | shares | 18 |
Grant Date Fair Value Per Unit (in Dollars per share) | $ / shares | $ 22.77 |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Options) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Number of Shares | ||
Outstanding, beginning balance | 291,000 | 272,000 |
Granted | 15,000 | 25,000 |
Exercised | (156,000) | (2,000) |
Forfeited | (4,000) | |
Outstanding, ending balance | 150,000 | 291,000 |
Exercisable | 115,000 | |
Weighted Average Exercise Price Per Share | ||
Outstanding, beginning balance | $ 11.16 | $ 10.27 |
Granted | 25.06 | 19.95 |
Exercised | 9.16 | 9.66 |
Forfeited | 6.75 | |
Outstanding, ending balance | 14.63 | $ 11.16 |
Exercisable | $ 12.20 | |
Weighted Average Remaining Contractual Term (in Years) | ||
Outstanding | 4 years | |
Exercisable | 3 years | |
Aggregate Intrinsic Value | ||
Outstanding | $ 1,619 | |
Exercisable | $ 1,514 |
SEGMENT AND GEOGRAPHIC DATA (Na
SEGMENT AND GEOGRAPHIC DATA (Narrative) (Details) | 12 Months Ended |
Mar. 28, 2020item | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
SEGMENT AND GEOGRAPHIC DATA (De
SEGMENT AND GEOGRAPHIC DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Mar. 28, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 28, 2020 | Mar. 30, 2019 | ||||
Revenue: | |||||||||||||
Revenue | $ 45,762 | $ 43,179 | $ 41,763 | $ 42,395 | $ 44,493 | $ 40,868 | $ 38,879 | $ 36,658 | $ 173,099 | [1] | $ 160,898 | [1] | |
Gross Profit: | |||||||||||||
Gross Profit | 12,053 | 9,928 | 10,445 | 10,052 | 11,543 | 9,548 | 9,139 | 9,113 | 42,478 | 39,343 | |||
Operating Expenses: | |||||||||||||
Operating Expenses | 31,628 | 29,114 | |||||||||||
Operating Income: | |||||||||||||
Operating Income | 10,850 | 10,229 | |||||||||||
Unallocated Amounts: | |||||||||||||
Interest and Other Expense, net | 1,120 | 994 | |||||||||||
Provision for Income Taxes | 1,663 | 2,090 | |||||||||||
Net Income | 2,493 | $ 1,477 | $ 2,379 | $ 1,718 | 2,660 | $ 1,569 | $ 1,488 | $ 1,428 | 8,067 | 7,145 | |||
Total Assets: | |||||||||||||
Assets | 128,122 | 105,230 | 128,122 | 105,230 | |||||||||
Depreciation and Amortization: | |||||||||||||
Depreciation and Amortization | [2] | 6,659 | 6,361 | ||||||||||
Capital Expenditures: | |||||||||||||
Capital Expenditures | 6,579 | 6,998 | |||||||||||
Property and Equipment: | |||||||||||||
Property and Equipment | 20,833 | 19,653 | 20,833 | 19,653 | |||||||||
United States [Member] | |||||||||||||
Revenue: | |||||||||||||
Revenue | [1],[3] | 157,744 | 145,576 | ||||||||||
Property and Equipment: | |||||||||||||
Property and Equipment | [3] | 18,672 | 18,574 | 18,672 | 18,574 | ||||||||
Canada [Member] | |||||||||||||
Revenue: | |||||||||||||
Revenue | [1] | 13,827 | 13,484 | ||||||||||
Property and Equipment: | |||||||||||||
Property and Equipment | 2,161 | 1,079 | 2,161 | 1,079 | |||||||||
Other International [Member] | |||||||||||||
Revenue: | |||||||||||||
Revenue | [1] | 1,528 | 1,838 | ||||||||||
Service Segment [Member] | |||||||||||||
Revenue: | |||||||||||||
Revenue | 93,003 | 84,041 | |||||||||||
Gross Profit: | |||||||||||||
Gross Profit | 23,486 | 20,945 | |||||||||||
Operating Expenses: | |||||||||||||
Operating Expenses | [4] | 17,814 | 15,743 | ||||||||||
Operating Income: | |||||||||||||
Operating Income | 5,672 | 5,202 | |||||||||||
Total Assets: | |||||||||||||
Assets | 67,023 | 58,373 | 67,023 | 58,373 | |||||||||
Depreciation and Amortization: | |||||||||||||
Depreciation and Amortization | [2] | 4,930 | 4,754 | ||||||||||
Capital Expenditures: | |||||||||||||
Capital Expenditures | 3,974 | 3,880 | |||||||||||
Distribution [Member] | |||||||||||||
Revenue: | |||||||||||||
Revenue | 80,096 | 76,857 | |||||||||||
Gross Profit: | |||||||||||||
Gross Profit | 18,992 | 18,398 | |||||||||||
Operating Expenses: | |||||||||||||
Operating Expenses | [4] | 13,814 | 13,371 | ||||||||||
Operating Income: | |||||||||||||
Operating Income | 5,178 | 5,027 | |||||||||||
Total Assets: | |||||||||||||
Assets | 47,952 | 43,378 | 47,952 | 43,378 | |||||||||
Depreciation and Amortization: | |||||||||||||
Depreciation and Amortization | [2] | 1,729 | 1,607 | ||||||||||
Capital Expenditures: | |||||||||||||
Capital Expenditures | 2,605 | 3,118 | |||||||||||
Segment Reconciling Items [Member] | |||||||||||||
Unallocated Amounts: | |||||||||||||
Interest and Other Expense, net | 1,120 | 994 | |||||||||||
Provision for Income Taxes | 1,663 | 2,090 | |||||||||||
Unallocated Amounts | 2,783 | 3,084 | |||||||||||
Unallocated [Member] | |||||||||||||
Total Assets: | |||||||||||||
Assets | $ 13,147 | $ 3,479 | $ 13,147 | $ 3,479 | |||||||||
[1] | Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. | ||||||||||||
[2] | Including amortization of catalog costs and intangible assets. | ||||||||||||
[3] | United States includes Puerto Rico. | ||||||||||||
[4] | Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management's estimates. |
COMMITMENTS (Details)
COMMITMENTS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
Other Commitments [Line Items] | ||
Total rental expense | $ 3.7 | $ 3.4 |
2020 | 3.2 | |
2021 | 2.7 | |
2022 | 2.2 | |
2023 | 1.8 | |
2024 | 1.3 | |
Thereafter | 4.1 | |
Total minimum lease payments | 15.3 | |
2018 Term Loan [Member] | ||
Other Commitments [Line Items] | ||
Monthly repayment amount | $ 0.2 |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) $ in Thousands, $ in Thousands | 12 Months Ended | |||
Mar. 28, 2020USD ($) | Mar. 28, 2020CAD ($) | Mar. 30, 2019USD ($) | Mar. 28, 2020CAD ($) | |
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | 10 years | |
TTE Laboratories, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Feb. 21, 2020 | Feb. 21, 2020 | ||
Purchase price allocation description | Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. 75% of the goodwill and intangible assets relating to the TTE acquisition has been allocated to the Service segment with the remaining 25% allocated to the Distribution segment. Intangible assets related to the TTE acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. Amortization of goodwill related to the TTE acquisition is deductible for tax purposes only. | Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. 75% of the goodwill and intangible assets relating to the TTE acquisition has been allocated to the Service segment with the remaining 25% allocated to the Distribution segment. Intangible assets related to the TTE acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. Amortization of goodwill related to the TTE acquisition is deductible for tax purposes only. | ||
Purchase price held in escrow as holdback | $ 1,200 | |||
Purchase price for business acquisition | 12,231 | |||
IIS [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price for business acquisition | $ 1,400 | |||
Acquisition costs | $ 100 | |||
IIS [Member] | Software and Property and Equipment [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price for business acquisition | 1,000 | |||
IIS [Member] | Goodwill [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price for business acquisition | $ 300 | |||
Angel's Instrumentation, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price allocation description | Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. All of the goodwill and intangible assets relating to the Angel’s acquisition have been allocated to the Service segment. Intangible assets related to the Angel’s acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. Amortization of goodwill related to the Angel’s acquisition is deductible for tax purposes only. | |||
Purchase price for business acquisition | $ 4,737 | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Cash Acquired from Acquisition | $ 100 | |||
Business Combination, Contingent Consideration, Liability, Current | 400 | |||
Other holdback amounts unpaid | 500 | |||
Payments for other holdbacks | 900 | 300 | ||
NBS Calibration, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 100 | $ 100 |
BUSINESS ACQUISITIONS (Purchase
BUSINESS ACQUISITIONS (Purchase Price Paid for Businesses Acquired) (Details) - USD ($) $ in Thousands | Mar. 28, 2020 | Mar. 30, 2019 | Mar. 31, 2018 |
Allocation of Purchase Price: | |||
Goodwill | $ 41,540 | $ 34,545 | $ 32,740 |
TTE Laboratories, Inc. [Member] | |||
Allocation of Purchase Price: | |||
Goodwill | 6,779 | ||
Total | 11,309 | ||
Plus: Current Assets | 939 | ||
Non-Current Assets | 261 | ||
Less: Current Liabilities | (278) | ||
Total Purchase Price | 12,231 | ||
Angel's Instrumentation, Inc. [Member] | |||
Allocation of Purchase Price: | |||
Goodwill | 1,902 | ||
Total | 3,502 | ||
Plus: Current Assets | 786 | ||
Non-Current Assets | 473 | ||
Less: Current Liabilities | (24) | ||
Total Purchase Price | 4,737 | ||
Customer Base [Member] | TTE Laboratories, Inc. [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | 4,410 | ||
Customer Base [Member] | Angel's Instrumentation, Inc. [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | 1,470 | ||
Covenants Not to Compete [Member] | TTE Laboratories, Inc. [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | $ 120 | ||
Covenants Not to Compete [Member] | Angel's Instrumentation, Inc. [Member] | |||
Allocation of Purchase Price: | |||
Intangible Assets | $ 130 |
BUSINESS ACQUISITIONS (Proforma
BUSINESS ACQUISITIONS (Proforma Information for Business Acquisitions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 28, 2020 | Mar. 30, 2019 | |
TTE Laboratories, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Total Revenue | $ 180,053 | $ 168,008 |
Net Income | $ 8,560 | $ 7,670 |
Basic Earnings Per Share | $ 1.17 | $ 1.07 |
Diluted Earnings Per Share | $ 1.14 | $ 1.02 |
Angel's Instrumentation, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Total Revenue | $ 163,039 | |
Net Income | $ 7,725 | |
Basic Earnings Per Share | $ 1.07 | |
Diluted Earnings Per Share | $ 1.03 |
QUARTERLY DATA (Unaudited) (Det
QUARTERLY DATA (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||||
Mar. 28, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 | Sep. 29, 2018 | Jun. 30, 2018 | Mar. 28, 2020 | Mar. 30, 2019 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||||||
Total Revenues | $ 45,762 | $ 43,179 | $ 41,763 | $ 42,395 | $ 44,493 | $ 40,868 | $ 38,879 | $ 36,658 | $ 173,099 | [1] | $ 160,898 | [1] | ||||||||
Gross Profit | 12,053 | 9,928 | 10,445 | 10,052 | 11,543 | 9,548 | 9,139 | 9,113 | 42,478 | 39,343 | ||||||||||
Net Income | $ 2,493 | $ 1,477 | $ 2,379 | $ 1,718 | $ 2,660 | $ 1,569 | $ 1,488 | $ 1,428 | $ 8,067 | $ 7,145 | ||||||||||
Basic Earnings Per Share (in Dollars per share) | $ 0.34 | [2] | $ 0.20 | [2] | $ 0.32 | [2] | $ 0.24 | [2] | $ 0.37 | [2] | $ 0.22 | [2] | $ 0.21 | [2] | $ 0.2 | [2] | $ 1.10 | $ 0.99 | ||
Diluted Earnings Per Share (in Dollars per share) | $ 0.33 | [2] | $ 0.20 | [2] | $ 0.32 | [2] | $ 0.23 | [2] | $ 0.35 | [2] | $ 0.21 | [2] | $ 0.2 | [2] | $ 0.19 | [2] | $ 1.08 | $ 0.95 | ||
[1] | Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. | |||||||||||||||||||
[2] | 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. |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - Subsequent Event [Member] - Revolving Credit Facility [Member] - Manufacturers And Traders Trust Company [Member] - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
May 18, 2020 | Mar. 27, 2021 | |
Subsequent Event [Line Items] | ||
Extended agreement date | Oct. 20, 2022 | |
Revolving credit commitment | $ 40 | |
Amount used to pay tax obligations | $ 2.5 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Subsequent Event [Line Items] | ||
Floor rate | 1.00% | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Capital Expenditures | $ 5.5 |