Business Combination Disclosure [Text Block] | NOTE 5 BUSINESS ACQUISITIONS TIC-MS March 27, 2023, The TIC-MS goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not fifteen not not The purchase price for TIC-MS was approximately $9.8 million and was paid with $2.9 million in cash, including $0.5 million placed in escrow for certain post-closing adjustments and indemnification claims, if any, and the issuance of 77,387 shares of our common stock valued at $6.8 million. Pursuant to the asset purchase agreement, the purchase price will be subject to reduction by up to $0.5 million if a key customer relationship is not March 27, 2024. The purchase price allocation is subject to revision based upon our final review of intangible asset valuation assumptions, working capital adjustments, assets acquired, and liabilities assumed. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, based on Level 3 March 27, 2023 ( Goodwill $ 7,438 Intangible Assets – Customer Base & Contracts 2,303 Intangible Assets – Covenant Not to Compete 132 9,873 Plus: Cash 80 Accounts Receivable 470 Property and Equipment 77 Less: Current Liabilities (118 ) Deferred Tax Liability (602 ) Total Purchase Price $ 9,780 From the date of acquisition through the end of the first 2024, Elite February 2, 2023, All the goodwill related to the Elite acquisition has been allocated to the Service segment. Amortization of goodwill related to the Elite acquisition is deductible for tax purposes. The goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not The total purchase price for the assets of Elite was approximately $0.9 million, of which $0.8 million was paid in cash. Pursuant to the asset purchase agreement, the Company held back $0.1 million of the purchase price for certain potential post-closing adjustments. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 February 2, 2023 ( Goodwill $ 820 Plus: Accounts Receivable 62 Total Purchase Price $ 882 Since this operation was integrated immediately into our existing operations, its separate contributed revenue and operating income is undeterminable. Complete Calibrations September 28, 2022, All the goodwill related to the Complete Calibrations acquisition has been allocated to the Service segment. Amortization of goodwill related to the Complete Calibrations acquisition is not not The total purchase price paid for Complete Calibrations was approximately $1.2 million in cash. In connection with this transaction, the Company also entered into a Technology License Agreement with Calibration Robots Limited, an Irish company and related party to Complete Calibrations, for the use of their proprietary robotics in completing calibrations. The Technology License Agreement includes transactional royalties in the amount of 3 Euros ($3.27) per calibration performed by technology covered under this license agreement, with a royalty term of up to ten March 28, 2024. June 24, 2023. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 September 28, 2022 ( Goodwill $ 1,123 Plus: Cash 10 Inventory 44 Total Purchase Price $ 1,177 During the first 2024, e2b September 27, 2022, e2b “e2b” The e2b not e2b e2b fifteen e2b The total purchase price paid for the assets of e2b third 2023, June 24, 2023, The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 e2b’s September 27, 2022 ( Goodwill $ 1,367 Intangible Assets – Customer Base & Contracts 746 Intangible Assets – Covenant Not to Compete 396 2,509 Plus: Accounts Receivable 361 Other Current Assets 24 Property and Equipment 326 Less: Current Liabilities (121 ) Total Purchase Price $ 3,099 During the first 2024, e2b Alliance May 31, 2022, The Alliance goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not fifteen The purchase price for Alliance was approximately $4.7 million and was paid with $4.0 million in cash and the issuance of 2,284 shares of our common stock valued at $0.1 million. Pursuant to the asset purchase agreement, the Company held back $0.5 million of the purchase price for certain potential post-closing adjustments, and the purchase price will be subject to reduction by $0.5 million if a key customer relationship is not The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 May 31, 2022 ( Goodwill $ 1,783 Intangible Assets – Customer Base & Contracts 2,320 Intangible Assets – Covenant Not to Compete 114 4,217 Plus: Accounts Receivable 343 Property and Equipment 170 Less: Current Liabilities (27 ) Total Purchase Price $ 4,703 During the first 2024, The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Company’s results of operations as if the acquisitions of TIC-MS, Elite, Complete Calibrations, e2b 2023. not (Unaudited) First Quarter Ended (in thousands except per share information) June 24, 2023 June 25, 2022 Total Revenue $ 60,598 $ 56,829 Net Income $ 2,964 $ 3,270 Basic Earnings Per Share $ 0.39 $ 0.43 Diluted Earnings Per Share $ 0.38 $ 0.43 Certain of the Company’s acquisition agreements include provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on their estimated fair value at the date of acquisition. As of June 24, 2023 first 2024 first 2023 During the first 2024 2023, |