Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Jun. 29, 2024 | Jul. 31, 2024 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0000099302 | |
Entity Registrant Name | TRANSCAT INC | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-30 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2025 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 29, 2024 | |
Document Transition Report | false | |
Entity File Number | 000-03905 | |
Entity Incorporation, State or Country Code | OH | |
Entity Tax Identification Number | 16-0874418 | |
Entity Address, Address Line One | 35 Vantage Point Drive | |
Entity Address, City or Town | Rochester | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14624 | |
City Area Code | 585 | |
Local Phone Number | 352-7777 | |
Title of 12(b) Security | Common Stock, $0.50 par value | |
Trading Symbol | TRNS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,145,144 |
Consolidated Statements of Inco
Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Jun. 29, 2024 | Jun. 24, 2023 | ||
Revenue | [1] | $ 66,707 | $ 60,598 |
Cost of Service Revenue | 44,052 | 41,888 | |
Gross Profit | 22,655 | 18,710 | |
Selling, Marketing and Warehouse Expenses | 7,801 | 6,469 | |
General and Administrative Expenses | 9,755 | 7,601 | |
Total Operating Expenses | 17,556 | 14,070 | |
Operating Income | 5,099 | 4,640 | |
Interest Expense | 52 | 814 | |
Interest Income | (312) | 0 | |
Other Expense | 131 | 64 | |
Total Interest and Other, net | (129) | 878 | |
Income Before Provision For Income Taxes | 5,228 | 3,762 | |
Provision for Income Taxes | 820 | 813 | |
Net Income | $ 4,408 | $ 2,949 | |
Basic Earnings Per Share (in dollars per share) | $ 0.49 | $ 0.39 | |
Average Shares Outstanding (in shares) | 9,064 | 7,622 | |
Diluted Earnings Per Share (in dollars per share) | $ 0.48 | $ 0.38 | |
Average Shares Outstanding (in shares) | 9,196 | 7,762 | |
Service [Member] | |||
Revenue | $ 43,778 | $ 39,853 | |
Cost of Service Revenue | 28,895 | 26,882 | |
Distribution Service [Member] | |||
Revenue | 22,929 | 20,745 | |
Cost of Service Revenue | $ 15,157 | $ 15,006 | |
[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 (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Net Income | $ 4,408 | $ 2,949 |
Other Comprehensive (Loss) / Income : | ||
Currency Translation Adjustment | (161) | 476 |
Other, net of tax effects of $2 and $2 for the first quarter ended June 29, 2024 and June 24, 2023, respectively | 6 | 6 |
Total Other Comprehensive (Loss) / Income | (155) | 482 |
Comprehensive Income | $ 4,253 | $ 3,431 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Other, tax effect | $ 2 | $ 2 |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 29, 2024 | Mar. 30, 2024 |
Current Assets: | ||
Cash and Cash Equivalents | $ 22,657 | $ 19,646 |
Marketable Securities | 0 | 15,533 |
Accounts Receivable, less allowance for credit losses of $492 and $544 as of June 29, 2024 and March 30, 2024, respectively | 48,156 | 47,779 |
Other Receivables | 242 | 506 |
Inventory, net | 18,128 | 17,418 |
Prepaid Expenses and Other Current Assets | 5,070 | 4,276 |
Total Current Assets | 94,253 | 105,158 |
Property and Equipment, net | 45,954 | 38,944 |
Goodwill | 138,146 | 105,585 |
Intangible Assets, net | 26,254 | 19,987 |
Right to Use Assets, net | 17,996 | 16,823 |
Other Assets | 1,049 | 1,055 |
Total Assets | 323,652 | 287,552 |
Current Liabilities: | ||
Accounts Payable | 13,076 | 11,495 |
Accrued Compensation and Other Current Liabilities | 12,677 | 16,739 |
Income Taxes Payable | 3,687 | 2,926 |
Current Portion of Long-Term Debt | 2,362 | 2,339 |
Total Current Liabilities | 31,802 | 33,499 |
Long-Term Debt | 1,218 | 1,817 |
Deferred Tax Liabilities, net | 9,287 | 9,291 |
Lease Liabilities | 15,400 | 14,873 |
Other Liabilities | 3,657 | 2,903 |
Total Liabilities | 61,364 | 62,383 |
Shareholders' Equity: | ||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 9,144,731 and 8,839,299 shares issued and outstanding as of June 29, 2024 and March 30, 2024, respectively | 4,572 | 4,420 |
Capital in Excess of Par Value | 175,299 | 141,624 |
Accumulated Other Comprehensive Loss | (1,104) | (949) |
Retained Earnings | 83,521 | 80,074 |
Total Shareholders' Equity | 262,288 | 225,169 |
Total Liabilities and Shareholders' Equity | $ 323,652 | $ 287,552 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 29, 2024 | Mar. 30, 2024 |
Accounts Receivable, allowance for doubtful accounts | $ 492 | $ 544 |
Common stock, par value (in dollars per share) | $ 0.5 | $ 0.5 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 9,144,731 | 8,839,299 |
Common stock, shares outstanding (in shares) | 9,144,731 | 8,839,299 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Cash Flows from Operating Activities: | ||
Net Income | $ 4,408 | $ 2,949 |
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: | ||
Net (Gain)/Loss on Disposal of Property and Equipment | (4) | 8 |
Deferred Income Taxes | (4) | 44 |
Depreciation and Amortization | 4,113 | 2,790 |
(Recovery of)/Provision for Accounts Receivable and Inventory Reserves | (89) | 138 |
Stock-Based Compensation Expense | 697 | 930 |
Changes in Assets and Liabilities, net of acquisitions: | ||
Accounts Receivable and Other Receivables | 2,814 | 3,115 |
Inventory | (235) | 1,950 |
Prepaid Expenses and Other Current Assets | (687) | 531 |
Accounts Payable | 1,425 | (4,315) |
Accrued Compensation and Other Current Liabilities | (4,273) | (1,203) |
Income Taxes Payable | 759 | 599 |
Net Cash Provided by Operating Activities | 8,924 | 7,536 |
Cash Flows from Investing Activities: | ||
Purchase of Property and Equipment | (3,674) | (2,767) |
Business Acquisitions, net of cash acquired | (15,953) | (2,869) |
Sales of Marketable Securities | 15,533 | 0 |
Net Cash Used in Investing Activities | (4,094) | (5,636) |
Cash Flows from Financing Activities: | ||
Repayment of Revolving Credit Facility, net | 0 | (204) |
Repayments of Term Loan | (576) | (553) |
Issuance of Common Stock, net of direct costs | 260 | 199 |
Repurchase of Common Stock | (1,619) | (301) |
Net Cash Used in Financing Activities | (1,935) | (859) |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 116 | (423) |
Net Increase in Cash and Cash Equivalents | 3,011 | 618 |
Cash and Cash Equivalents at Beginning of Period | 19,646 | 1,531 |
Cash and Cash Equivalents at End of Period | 22,657 | 2,149 |
Supplemental Disclosure of Cash Flow Activity: | ||
Interest | 259 | 816 |
Income Taxes, net | 63 | 107 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||
Common stock issued for acquisitions | 32,781 | 6,831 |
Assets acquired and liabilities assumed in business combinations: | ||
Accrued holdback and contingent consideration related to acquisitions | 1,250 | 0 |
Contingent consideration treated as equity related to acquisitions | 750 | 0 |
Balance Sheet Reclassification of Property and Equipment, net to Inventory | $ 410 | $ 230 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Mar. 25, 2023 | 7,562 | ||||
Balance at Mar. 25, 2023 | $ 3,781 | $ 27,886 | $ (1,200) | $ 69,163 | $ 99,630 |
Issuance of Common Stock (in shares) | 82 | ||||
Issuance of Common Stock | $ 42 | 6,988 | 0 | 0 | 7,030 |
Repurchase of Common Stock (in shares) | (3) | ||||
Repurchase of Common Stock | $ (2) | (86) | 0 | (213) | (301) |
Stock-Based Compensation (in shares) | 2 | ||||
Stock-Based Compensation | $ 1 | 929 | 0 | 930 | |
Other Comprehensive Income (Loss) | 0 | 0 | 482 | 0 | 482 |
Net Income | $ 0 | 0 | 0 | 2,949 | 2,949 |
Balance (in shares) at Jun. 24, 2023 | 7,643 | ||||
Balance at Jun. 24, 2023 | $ 3,822 | 35,717 | (718) | 71,899 | 110,720 |
Balance (in shares) at Mar. 30, 2024 | 8,839 | ||||
Balance at Mar. 30, 2024 | $ 4,420 | 141,624 | (949) | 80,074 | 225,169 |
Issuance of Common Stock (in shares) | 302 | ||||
Issuance of Common Stock | $ 151 | 32,888 | 0 | 0 | 33,039 |
Repurchase of Common Stock (in shares) | (13) | ||||
Repurchase of Common Stock | $ (7) | (652) | 0 | (961) | (1,620) |
Stock-Based Compensation (in shares) | 16 | ||||
Stock-Based Compensation | $ 8 | 689 | 0 | 697 | |
Other Comprehensive Income (Loss) | 0 | 0 | (155) | 0 | (155) |
Net Income | 0 | 0 | 0 | 4,408 | 4,408 |
Contingent Consideration Classified as Equity | $ 0 | 750 | 0 | 0 | 750 |
Balance (in shares) at Jun. 29, 2024 | 9,144 | ||||
Balance at Jun. 29, 2024 | $ 4,572 | $ 175,299 | $ (1,104) | $ 83,521 | $ 262,288 |
Note 1 - General
Note 1 - General | 3 Months Ended |
Jun. 29, 2024 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 GENERAL Description of Business: Basis of Presentation: 10 10 01 X not not March 30, 2024 2024 10 2024 Use of Estimates: not may Cash and Cash Equivalents: three Marketable Securities: three Revenue Recognition: not Under Accounting Standards Codification ("ASC") Topic 606, 30 90 Revenue recognized from prior period performance obligations for the first March 29, 2025 ( 2025 June 29, 2024 no one 606, June 29, 2024 March 30, 2024 4 % of Total Net Sales June 29, June 24, 2024 2023 Point-in-Time 85.6 % 90.7 % Over Time - Output Method 14.4 % 9.3 % Total 100.0 % 100.0 % Fair Value of Financial Instruments: three 1 2 3, no 1 June 29, 2024 March 30, 2024 Stock-Based Compensation: not first 2025 2024 Foreign Currency Translation and Transactions: Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency was a net loss of $0.1 million for each of the first 2025 2024 not oss of $0.1 million during ea first 2025 2024 June 29, 2024 July 2024, not Earnings Per Share: For the first 2025 2024, First Quarter Ended June 29, June 24, 2024 2023 Average Shares Outstanding – Basic 9,064 7,622 Effect of Dilutive Common Stock Equivalents 132 140 Average Shares Outstanding – Diluted 9,196 7,762 Anti-dilutive Common Stock Equivalents 35 57 Goodwill and Intangible Assets: fourth not two Intangible assets, namely customer base and covenants not may not 2025 Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 30, 2024 $ 38,216 $ 67,369 $ 105,585 $ 6,993 $ 12,994 $ 19,987 Additions 21,746 10,876 32,622 5,360 2,680 8,040 Amortization - - - (665 ) (1,108 ) (1,773 ) Currency Translation Adjustment - (61 ) (61 ) - - - Net Book Value as of June 29, 2024 $ 59,962 $ 78,184 $ 138,146 $ 11,688 $ 14,566 $ 26,254 Other Liabilities: (Unaudited) (Audited) June 29, March 30, 2024 2024 Current Liabilities: Accrued Payroll and Employee Benefits $ 4,074 $ 5,508 Accrued Incentives 986 4,182 Current Portion of Lease Liabilities 3,177 2,510 Accrued Acquisition Holdbacks 3,216 2,577 Accrued Sales Tax 727 813 Accrued Contingent Consideration - 529 Other Current Liabilities 497 620 Accrued Compensation and Other Current Liabilities $ 12,677 $ 16,739 Non-Current Liabilities: Postretirement Benefit Obligation $ 1,130 $ 1,134 Accrued Acquisition Holdbacks 1,647 1,647 Accrued Contingent Consideration 750 - Other Non-Current Liabilities 130 122 Other Liabilities $ 3,657 $ 2,903 Recent Accounting Guidance Not November 2023, 2023 07, 280 2023 07 2025 no In December 2023, 2023 09, 740 2023 09 2026, not |
Note 2 - Long-term Debt
Note 2 - Long-term Debt | 3 Months Ended |
Jun. 29, 2024 | |
Notes to Financial Statements | |
Long-Term Debt [Text Block] | NOTE 2 LONG-TERM DEBT On July 7, 2021, The Credit Agreement provides for a revolving credit commitment (the “revolving credit facility”) of $80.0 million through June 2026, 2018 "2018 The Credit Agreement allows the Company to use up to $50.0 million under the revolving credit facility for acquisitions in any single fiscal year. The Credit Agreement restricts the Company's ability to complete acquisitions of businesses with a principal place of business located in the United Kingdom or the European Union to an aggregate purchase price of $40.0 million during the term of the Credit Agreement, if the acquisition is financed directly or indirectly with the revolving credit facility. Under the Credit Agreement, the Company may As of June 29, 2024 June 29, 2024, As of June 29, 2024 2018 2018 December 2025. Interest and Other Costs: July 1, 2023, first 2025 2018 Covenants: 1.00, 1.00. first three 2025 June 29, 2024 March 30, 2024 Other Terms: |
Note 3 - Stock-based Compensati
Note 3 - Stock-based Compensation | 3 Months Ended |
Jun. 29, 2024 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | NOTE 3 STOCK-BASED COMPENSATION In September 2021, 2021 “2021 2021 2003 “2003 2021 2003 2003 not 2021 June 29, 2024 2021 The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefits related to share-based compensation and stock option activity during the first 2025 2024 Restricted Stock Units: third Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The 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. The following table summarizes the non-vested restricted stock units outstanding as of June 29, 2024 Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit June 29, 2024 October 2018 October 2018 – September 2028 5 $ 20.81 Time Vested September 2021 September 2021 – September 2024 4 $ 67.76 Time Vested March 2022 March 2022 – March 2025 1 $ 76.31 Time Vested May 2022 May 2022 – March 2025 8 $ 63.17 55% of target level May 2022 May 2022 – March 2025 9 $ 63.17 Time Vested August 2022 August 2022 – August 2025 1 $ 78.04 Time Vested December 2022 December 2022 – December 2025 1 $ 67.48 Time Vested May 2023 May 2023 – March 2026 8 $ 89.70 150% of target level May 2023 May 2023 – March 2026 8 $ 89.70 Time Vested May 2023 May 2023 – May 2026 13 $ 89.70 Time Vested August 2023 August 2023 – August 2024 6 $ 90.56 Time Vested September 2023 September 2023 – September 2024 4 $ 109.55 Time Vested April 2024 April 2024 - April 2027 2 $ 107.13 Time Vested April 2024 April 2024 - April 2027 1 $ 108.04 Time Vested May 2024 May 2024 - May 2027 1 $ 119.45 Time Vested May 2024 May 2024 - May 2027 1 $ 124.12 Time Vested May 2024 May 2024 - March 2027 9 $ 124.12 100% of target level May 2024 May 2024 - March 2027 10 $ 124.12 Time Vested Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $0.3 million and $0.6 million in the first 2025 2024 June 29, 2024 June 29, 2024. of $5.8 million. Stock Options: five five ten We calculate the fair value of the stock options granted using the Black-Scholes model. The following weighted-average assumptions were used to value options granted during the first 2025 2024 First Quarter Ended June 29, June 24, 2024 2023 Risk-Free Interest Rate 4.74 % 3.43 % Volatility Factor 41.41 % 37.16 % Expected Term (in Years) 4.00 6.19 Annual Dividend Rate 0.00 % 0.00 % We calculate expected volatility for stock options by taking an average of historical volatility over the expected term. The computation of expected term was determined based on safe harbor rules, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant. We assume no 718, During the first 2025 three During the first 2024 three five The expense related to all stock option awards was $0.4 million in the first three 2025 first three 2024 The following table summarizes the Company’s options as of and for the first June 29, 2024 Weighted Weighted Average Average Number Exercise Remaining Aggregate Of Price Per Contractual Intrinsic Options Option Term (in years) Value Outstanding as of March 30, 2024 234 $ 63.43 Granted 4 $ 108.04 Exercised (4 ) $ 24.30 Forfeited (12 ) $ 52.64 Outstanding as of June 29, 2024 222 $ 64.91 5 $ 12,159 Exercisable as of June 29, 2024 63 $ 36.21 5 $ 4,750 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the first 2025 June 29, 2024 Total unrecognized compensation cost related to non-vested stock options as of June 29, 2024 three first 2025 first 2024 first 2025 2024 |
Note 4 - Segment Information
Note 4 - Segment Information | 3 Months Ended |
Jun. 29, 2024 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 4 SEGMENT INFORMATION The basis for determining our operating segments is the manner in which financial information is used in monitoring our operations. Transcat has two no first 2025 2024 First Quarter Ended June 29, June 24, 2024 2023 Revenue: Service $ 43,778 $ 39,853 Distribution 22,929 20,745 Total 66,707 60,598 Gross Profit: Service 14,883 12,971 Distribution 7,772 5,739 Total 22,655 18,710 Operating Expenses: Service (1) 10,793 9,779 Distribution (1) 6,763 4,291 Total 17,556 14,070 Operating Income: Service 4,090 3,192 Distribution 1,009 1,448 Total 5,099 4,640 Unallocated Amounts: Interest and Other (Income)/Expense, net (129 ) 878 Provision for Income Taxes 820 813 Total 691 1,691 Net Income $ 4,408 $ 2,949 Geographic Data: Revenues to Unaffiliated Customers (2) United States (3) $ 60,741 $ 54,257 Canada 4,472 4,247 Other International 1,494 2,094 Total $ 66,707 $ 60,598 ( 1 Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates. ( 2 Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. ( 3 United States includes Puerto Rico. |
Note 5 - Business Acquisitions
Note 5 - Business Acquisitions | 3 Months Ended |
Jun. 29, 2024 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 5 BUSINESS ACQUISITIONS Becnel: April 15, 2024, 9001:2015 The Becnel goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not eleven The total purchase price for Becnel was approximately $49.9 million and will be up to $17.5 million in cash and the issuance of our common stock valued at $32.3 million. Pursuant to the Becnel agreement, the Company held back approximately $2.5 million of the purchase price for certain potential post-closing adjustments. This includes $0.5 million withheld for ordinary post-closing adjustments and $2.0 million withheld that is subject to revenue target achievement. Pursuant to the Becnel agreement, the purchase price is subject to reduction by $2.0 million if certain revenue targets are not April 15, 2026. April 15, 2024 June 29, 2024, 3 1 2 3 4 This cash portion of the contingent consideration is remeasured quarterly. If, as a result of remeasurement, the value of the cash portion of the contingent consideration changes, any charges or income will be included in the Company’s Consolidated Statements of Income. Due to the uncertainty with utilizing these significant unobservable inputs for this Level 3 may The purchase price allocation is subject to revision based upon our final review of tangible and intangible asset valuation assumptions, working capital adjustments, assets acquired, liabilities assumed and consideration transferred. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, based on Level 3 April 15, 2024 Goodwill $32,659 Intangible Assets – Customer Base & Contracts 7,200 Intangible Assets – Trademarks and Tradenames 840 40,699 Plus: Cash 197 Accounts Receivable 3,041 Property and Equipment 6,122 Other Current Assets 95 Less: Current Liabilities (253 ) Total Purchase Price $ 49,901 From the date of acquisition through the end of the first 2025, Axiom August 8, 2023, The Axiom goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not twelve not not The total purchase price for Axiom was approximately $38.7 million and was paid with $10.0 million in cash and the issuance of our common stock valued at $28.6 million. Pursuant to the asset purchase agreement, the Company held back approximately $3.9 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 August 8, 2023 ( Goodwill $ 26,758 Intangible Assets – Customer Base & Contracts 7,900 34,658 Plus: Cash 161 Accounts Receivable 925 Inventory 1,796 Other Current Assets 40 Property and Equipment 4,965 Less: Current Liabilities (579 ) Deferred Tax Liability (3,242 ) Total Purchase Price $ 38,724 During the first 2025, SteriQual: July 12, 2023, The SteriQual goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not fifteen not not The total purchase price for SteriQual was approximately $4.3 million and was paid by the issuance of our common stock. Pursuant to the asset purchase agreement, the Company held back approximately $0.9 million of the purchase price for certain potential post-closing adjustments. Pursuant to the asset purchase agreement, the purchase price is subject to reduction by $0.5 million if certain revenue targets are not July 12, 2024. December 23, 2023 not The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 July 12, 2023 ( Goodwill $ 2,175 Intangible Assets – Customer Base & Contracts 1,062 Intangible Assets – Covenant Not to Compete 392 Intangible Assets – Sales Backlog 95 3,724 Plus: Accounts Receivable 666 Less: Current Liabilities (211 ) Deferred Tax Liability (395 ) Total Purchase Price $ 3,784 During the first 2025, 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 total purchase price for TIC-MS was approximately $9.7 million and was paid with $2.9 million in cash, including $0.5 million placed in escrow for contingent consideration, certain post-closing adjustments and indemnification claims, if any, and the issuance of 77,387 shares of our common stock valued at $6.9 million. Pursuant to the asset purchase agreement, the purchase price was subject to reduction by up to $0.5 million if a key customer relationship is not March 27, 2024. first 2025 The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 March 27, 2023 ( Goodwill $ 7,218 Intangible Assets – Customer Base & Contracts 2,303 Intangible Assets – Covenant Not to Compete 132 9,653 Plus: Accounts Receivable 502 Property and Equipment 356 Less: Current Liabilities (124 ) Deferred Tax Liability (712 ) Total Purchase Price $ 9,675 During the first 2025, 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 Becnel, Axiom, SteriQual and TIC-MS had occurred at the beginning of fiscal year 2024. not (Unaudited) First Quarter Ended (in thousands except per share information) June 29, 2024 June 24, 2023 Total Revenue $ 66,727 $ 68,374 Net Income $ 4,420 $ 3,790 Basic Earnings Per Share $ 0.49 $ 0.50 Diluted Earnings Per Share $ 0.48 $ 0.49 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 and at subsequent remeasurement periods, as applicable. As of June 29, 2024 , $3.2 million of other holdback amounts unpaid are reflected in current liabilities on the Consolidated Balance Sheets and $0.8 million of contingent consideration and $1.6 million of other holdback amounts unpaid are reflected in other liabilities on the Consolidated Balance Sheets. During the first of fiscal year 2025 , $0.5 million was paid to settle the earn-out obligation 2023. This amount was paid in 4,320 shares of Transcat common stock. During the first 2024 During the first 2025 2024, |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 29, 2024 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | OTHER |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 29, 2024 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation: 10 10 01 X not not March 30, 2024 2024 10 2024 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: not may |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents: three |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities: three |
Revenue [Policy Text Block] | Revenue Recognition: not Under Accounting Standards Codification ("ASC") Topic 606, 30 90 Revenue recognized from prior period performance obligations for the first March 29, 2025 ( 2025 June 29, 2024 no one 606, June 29, 2024 March 30, 2024 4 % of Total Net Sales June 29, June 24, 2024 2023 Point-in-Time 85.6 % 90.7 % Over Time - Output Method 14.4 % 9.3 % Total 100.0 % 100.0 % |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments: three 1 2 3, no 1 June 29, 2024 March 30, 2024 |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation: not first 2025 2024 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions: Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency was a net loss of $0.1 million for each of the first 2025 2024 not oss of $0.1 million during ea first 2025 2024 June 29, 2024 July 2024, not |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share: For the first 2025 2024, First Quarter Ended June 29, June 24, 2024 2023 Average Shares Outstanding – Basic 9,064 7,622 Effect of Dilutive Common Stock Equivalents 132 140 Average Shares Outstanding – Diluted 9,196 7,762 Anti-dilutive Common Stock Equivalents 35 57 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Intangible Assets: fourth not two Intangible assets, namely customer base and covenants not may not 2025 Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 30, 2024 $ 38,216 $ 67,369 $ 105,585 $ 6,993 $ 12,994 $ 19,987 Additions 21,746 10,876 32,622 5,360 2,680 8,040 Amortization - - - (665 ) (1,108 ) (1,773 ) Currency Translation Adjustment - (61 ) (61 ) - - - Net Book Value as of June 29, 2024 $ 59,962 $ 78,184 $ 138,146 $ 11,688 $ 14,566 $ 26,254 |
Other Liabilities Policy [Policy Text Block] | Other Liabilities: (Unaudited) (Audited) June 29, March 30, 2024 2024 Current Liabilities: Accrued Payroll and Employee Benefits $ 4,074 $ 5,508 Accrued Incentives 986 4,182 Current Portion of Lease Liabilities 3,177 2,510 Accrued Acquisition Holdbacks 3,216 2,577 Accrued Sales Tax 727 813 Accrued Contingent Consideration - 529 Other Current Liabilities 497 620 Accrued Compensation and Other Current Liabilities $ 12,677 $ 16,739 Non-Current Liabilities: Postretirement Benefit Obligation $ 1,130 $ 1,134 Accrued Acquisition Holdbacks 1,647 1,647 Accrued Contingent Consideration 750 - Other Non-Current Liabilities 130 122 Other Liabilities $ 3,657 $ 2,903 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Guidance Not November 2023, 2023 07, 280 2023 07 2025 no In December 2023, 2023 09, 740 2023 09 2026, not |
Note 1 - General (Tables)
Note 1 - General (Tables) | 3 Months Ended |
Jun. 29, 2024 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | % of Total Net Sales June 29, June 24, 2024 2023 Point-in-Time 85.6 % 90.7 % Over Time - Output Method 14.4 % 9.3 % Total 100.0 % 100.0 % |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | First Quarter Ended June 29, June 24, 2024 2023 Average Shares Outstanding – Basic 9,064 7,622 Effect of Dilutive Common Stock Equivalents 132 140 Average Shares Outstanding – Diluted 9,196 7,762 Anti-dilutive Common Stock Equivalents 35 57 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Goodwill Intangible Assets Distribution Service Total Distribution Service Total Net Book Value as of March 30, 2024 $ 38,216 $ 67,369 $ 105,585 $ 6,993 $ 12,994 $ 19,987 Additions 21,746 10,876 32,622 5,360 2,680 8,040 Amortization - - - (665 ) (1,108 ) (1,773 ) Currency Translation Adjustment - (61 ) (61 ) - - - Net Book Value as of June 29, 2024 $ 59,962 $ 78,184 $ 138,146 $ 11,688 $ 14,566 $ 26,254 |
Schedule of Accrued Liabilities [Table Text Block] | (Unaudited) (Audited) June 29, March 30, 2024 2024 Current Liabilities: Accrued Payroll and Employee Benefits $ 4,074 $ 5,508 Accrued Incentives 986 4,182 Current Portion of Lease Liabilities 3,177 2,510 Accrued Acquisition Holdbacks 3,216 2,577 Accrued Sales Tax 727 813 Accrued Contingent Consideration - 529 Other Current Liabilities 497 620 Accrued Compensation and Other Current Liabilities $ 12,677 $ 16,739 Non-Current Liabilities: Postretirement Benefit Obligation $ 1,130 $ 1,134 Accrued Acquisition Holdbacks 1,647 1,647 Accrued Contingent Consideration 750 - Other Non-Current Liabilities 130 122 Other Liabilities $ 3,657 $ 2,903 |
Note 3 - Stock-based Compensa_2
Note 3 - Stock-based Compensation (Tables) | 3 Months Ended |
Jun. 29, 2024 | |
Notes Tables | |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Total Grant Date Estimated Number Fair Level of Date Measurement of Units Value Achievement at Granted Period Outstanding Per Unit June 29, 2024 October 2018 October 2018 – September 2028 5 $ 20.81 Time Vested September 2021 September 2021 – September 2024 4 $ 67.76 Time Vested March 2022 March 2022 – March 2025 1 $ 76.31 Time Vested May 2022 May 2022 – March 2025 8 $ 63.17 55% of target level May 2022 May 2022 – March 2025 9 $ 63.17 Time Vested August 2022 August 2022 – August 2025 1 $ 78.04 Time Vested December 2022 December 2022 – December 2025 1 $ 67.48 Time Vested May 2023 May 2023 – March 2026 8 $ 89.70 150% of target level May 2023 May 2023 – March 2026 8 $ 89.70 Time Vested May 2023 May 2023 – May 2026 13 $ 89.70 Time Vested August 2023 August 2023 – August 2024 6 $ 90.56 Time Vested September 2023 September 2023 – September 2024 4 $ 109.55 Time Vested April 2024 April 2024 - April 2027 2 $ 107.13 Time Vested April 2024 April 2024 - April 2027 1 $ 108.04 Time Vested May 2024 May 2024 - May 2027 1 $ 119.45 Time Vested May 2024 May 2024 - May 2027 1 $ 124.12 Time Vested May 2024 May 2024 - March 2027 9 $ 124.12 100% of target level May 2024 May 2024 - March 2027 10 $ 124.12 Time Vested |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | First Quarter Ended June 29, June 24, 2024 2023 Risk-Free Interest Rate 4.74 % 3.43 % Volatility Factor 41.41 % 37.16 % Expected Term (in Years) 4.00 6.19 Annual Dividend Rate 0.00 % 0.00 % |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Weighted Weighted Average Average Number Exercise Remaining Aggregate Of Price Per Contractual Intrinsic Options Option Term (in years) Value Outstanding as of March 30, 2024 234 $ 63.43 Granted 4 $ 108.04 Exercised (4 ) $ 24.30 Forfeited (12 ) $ 52.64 Outstanding as of June 29, 2024 222 $ 64.91 5 $ 12,159 Exercisable as of June 29, 2024 63 $ 36.21 5 $ 4,750 |
Note 4 - Segment Information (T
Note 4 - Segment Information (Tables) | 3 Months Ended |
Jun. 29, 2024 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | First Quarter Ended June 29, June 24, 2024 2023 Revenue: Service $ 43,778 $ 39,853 Distribution 22,929 20,745 Total 66,707 60,598 Gross Profit: Service 14,883 12,971 Distribution 7,772 5,739 Total 22,655 18,710 Operating Expenses: Service (1) 10,793 9,779 Distribution (1) 6,763 4,291 Total 17,556 14,070 Operating Income: Service 4,090 3,192 Distribution 1,009 1,448 Total 5,099 4,640 Unallocated Amounts: Interest and Other (Income)/Expense, net (129 ) 878 Provision for Income Taxes 820 813 Total 691 1,691 Net Income $ 4,408 $ 2,949 Geographic Data: Revenues to Unaffiliated Customers (2) United States (3) $ 60,741 $ 54,257 Canada 4,472 4,247 Other International 1,494 2,094 Total $ 66,707 $ 60,598 |
Note 5 - Business Acquisitions
Note 5 - Business Acquisitions (Tables) | 3 Months Ended |
Jun. 29, 2024 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Goodwill $32,659 Intangible Assets – Customer Base & Contracts 7,200 Intangible Assets – Trademarks and Tradenames 840 40,699 Plus: Cash 197 Accounts Receivable 3,041 Property and Equipment 6,122 Other Current Assets 95 Less: Current Liabilities (253 ) Total Purchase Price $ 49,901 Goodwill $ 26,758 Intangible Assets – Customer Base & Contracts 7,900 34,658 Plus: Cash 161 Accounts Receivable 925 Inventory 1,796 Other Current Assets 40 Property and Equipment 4,965 Less: Current Liabilities (579 ) Deferred Tax Liability (3,242 ) Total Purchase Price $ 38,724 Goodwill $ 2,175 Intangible Assets – Customer Base & Contracts 1,062 Intangible Assets – Covenant Not to Compete 392 Intangible Assets – Sales Backlog 95 3,724 Plus: Accounts Receivable 666 Less: Current Liabilities (211 ) Deferred Tax Liability (395 ) Total Purchase Price $ 3,784 Goodwill $ 7,218 Intangible Assets – Customer Base & Contracts 2,303 Intangible Assets – Covenant Not to Compete 132 9,653 Plus: Accounts Receivable 502 Property and Equipment 356 Less: Current Liabilities (124 ) Deferred Tax Liability (712 ) Total Purchase Price $ 9,675 |
Business Acquisition, Pro Forma Information [Table Text Block] | (Unaudited) First Quarter Ended (in thousands except per share information) June 29, 2024 June 24, 2023 Total Revenue $ 66,727 $ 68,374 Net Income $ 4,420 $ 3,790 Basic Earnings Per Share $ 0.49 $ 0.50 Diluted Earnings Per Share $ 0.48 $ 0.49 |
Note 1 - General (Details Textu
Note 1 - General (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Jun. 29, 2024 | Jun. 24, 2023 | Mar. 30, 2024 | Mar. 30, 2023 | |
Investments | $ 0.1 | $ 0.1 | ||
Share-Based Payment Arrangement, Expense | 0.7 | $ 0.9 | ||
Realized Gain (Loss), Foreign Currency Transaction, before Tax | 0.1 | 0.1 | ||
Unrealized Gain (Loss), Foreign Currency Transaction, before Tax | $ 0.1 | $ 0.1 | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.5 | $ 0.5 | ||
Dilutive Securities, Effect Per Share on Earnings (in dollars per share) | $ 0.01 | $ 0.01 | ||
Foreign Exchange Contract [Member] | ||||
Derivative Asset, Notional Amount | $ 1.8 |
Note 1 - General - Summary of N
Note 1 - General - Summary of Net Sales by Revenue Recognition Method as a Percentage of Total Sales (Details) | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Revenue, percentage | 100% | 100% |
Transferred at Point in Time [Member] | ||
Revenue, percentage | 85.60% | 90.70% |
Transferred over Time [Member] | ||
Revenue, percentage | 14.40% | 9.30% |
Note 1 - General - Computation
Note 1 - General - Computation of Basic and Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Average Shares Outstanding – Basic (in shares) | 9,064 | 7,622 |
Effect of Dilutive Common Stock Equivalents (in shares) | 132 | 140 |
Average Shares Outstanding – Diluted (in shares) | 9,196 | 7,762 |
Anti-dilutive Common Stock Equivalents (in shares) | 35 | 57 |
Note 1 - General - Summary of C
Note 1 - General - Summary of Changes in Goodwill and Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Jun. 29, 2024 USD ($) | |
Net Book Value, goodwill | $ 105,585 |
Net Book Value, intangible assets | 19,987 |
Additions, goodwill | 32,622 |
Additions, intangible assets | 8,040 |
Amortization, goodwill | 0 |
Amoritization, intangible assets | (1,773) |
Currency Translation Adjustment, goodwill | (61) |
Currency Translation Adjustment, intangible assets | 0 |
Net Book Value, goodwill | 138,146 |
Net Book Value, intangible assets | 26,254 |
Distribution Segment [Member] | |
Net Book Value, goodwill | 38,216 |
Net Book Value, intangible assets | 6,993 |
Additions, goodwill | 21,746 |
Additions, intangible assets | 5,360 |
Amortization, goodwill | 0 |
Amoritization, intangible assets | (665) |
Currency Translation Adjustment, goodwill | 0 |
Currency Translation Adjustment, intangible assets | 0 |
Net Book Value, goodwill | 59,962 |
Net Book Value, intangible assets | 11,688 |
Service Segment [Member] | |
Net Book Value, goodwill | 67,369 |
Net Book Value, intangible assets | 12,994 |
Additions, goodwill | 10,876 |
Additions, intangible assets | 2,680 |
Amortization, goodwill | 0 |
Amoritization, intangible assets | (1,108) |
Currency Translation Adjustment, goodwill | (61) |
Currency Translation Adjustment, intangible assets | 0 |
Net Book Value, goodwill | 78,184 |
Net Book Value, intangible assets | $ 14,566 |
Note 1 - General - Summary of L
Note 1 - General - Summary of Liabilities Current and Non-current (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Mar. 30, 2024 |
Accrued Payroll and Employee Benefits | $ 4,074 | $ 5,508 |
Accrued Incentives | 986 | 4,182 |
Current Portion of Lease Liabilities | 3,177 | 2,510 |
Accrued Acquisition Holdbacks | 3,216 | 2,577 |
Accrued Sales Tax | 727 | 813 |
Accrued Contingent Consideration | 0 | 529 |
Other Current Liabilities | 497 | 620 |
Accrued Compensation and Other Current Liabilities | 12,677 | 16,739 |
Postretirement Benefit Obligation | 1,130 | 1,134 |
Accrued Acquisition Holdbacks | 1,647 | 1,647 |
Accrued Contingent Consideration | 750 | 0 |
Other Non-Current Liabilities | 130 | 122 |
Other Liabilities | $ 3,657 | $ 2,903 |
Note 2 - Long-term Debt (Detail
Note 2 - Long-term Debt (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Jun. 29, 2024 USD ($) | Mar. 30, 2024 USD ($) | Jul. 07, 2021 USD ($) | |
Long-Term Debt, Current Maturities | $ 2,362 | $ 2,339 | |
The 2018 Term Loan [Member] | |||
Debt Instrument, Face Amount | $ 15,000 | ||
Long-Term Debt | 3,600 | ||
Long-Term Debt, Current Maturities | 2,400 | ||
Debt Instrument, Periodic Payment, Total | $ 200 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.90% | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 80,000 | ||
Debt Instrument, Covenant, Restriction to Repurchase Shares and Pay Dividends, Aggregate | $ 25,000 | 10,000 | |
Line of Credit Facility, Current Borrowing Capacity | 80,000 | ||
Long-Term Line of Credit | $ 0 | ||
LIBOR Floor | 0.25% | ||
Debt Instrument, Covenant, Maximum Fixed Charge Ratio | 1.15 | ||
Debt Instrument, Covenant, Maximum Total Leverage Ratio | 3 | ||
Total Leverage Ratio | 0.08 | 0.1 | |
Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument, Permitted Acquisition, Aggregate Purchase Price | $ 50,000 | ||
Debt Instrument, Permitted Acquisition, Additional Aggregate Purchase Price | $ 40,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 7.10% | ||
Letter of Credit [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 |
Note 3 - Stock-based Compensa_3
Note 3 - Stock-based Compensation (Details Textual) - USD ($) Pure in Thousands, $ in Millions | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Share-Based Payment Arrangement, Expense, Tax Benefit | $ 0.6 | $ 0.1 |
Share-Based Payment Arrangement, Expense | $ 0.7 | 0.9 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 4,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 0.4 | 0.2 |
Proceeds from Stock Options Exercised | $ 0.1 | $ 0.1 |
Director [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 5 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 10,000 | |
Performance-based Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 5.8 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Payment Arrangement, Expense | 0.3 | $ 0.6 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 4.8 | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 5 years | |
Share-Based Payment Arrangement, Expense | $ 0.4 | $ 0.3 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 2.3 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | 0% |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 3 years | |
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 4,000 | 6,000 |
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | 3 years |
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 10 years | |
The 2021 Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 600,000 |
Note 3 - Stock-based Compensa_4
Note 3 - Stock-based Compensation - Summary of Non-vested Restricted Stock Units (Details) - Performance-based Restricted Stock Units [Member] shares in Thousands | Jun. 29, 2024 $ / shares shares |
October 2018 [Member] | |
Total number of units outstanding (in shares) | shares | 5 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 20.81 |
September 2021 [Member] | |
Total number of units outstanding (in shares) | shares | 4 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 67.76 |
March 2022 [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 76.31 |
May 2022, First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 8 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 63.17 |
Estimated level of achievement | 55% |
May 2022, Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 9 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 63.17 |
August 2022 Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 78.04 |
December 2022 First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 67.48 |
May 2023 First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 8 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 89.7 |
Estimated level of achievement | 150% |
May 2023 Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 8 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 89.7 |
May 2023 Third Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 13 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 89.7 |
August 2023 [Member] | |
Total number of units outstanding (in shares) | shares | 6 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 90.56 |
September 2023 [Member] | |
Total number of units outstanding (in shares) | shares | 4 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 109.55 |
April 2024 First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 2 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 107.13 |
April 2024 Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 108.04 |
May 2024 First Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 119.45 |
May 2024 Second Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 1 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 124.12 |
May 2024 Third Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 9 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 124.12 |
Estimated level of achievement | 100% |
May 2024 Fourth Issuance [Member] | |
Total number of units outstanding (in shares) | shares | 10 |
Grant date fair value per unit (in dollars per share) | $ / shares | $ 124.12 |
Note 3 - Stock-based Compensa_5
Note 3 - Stock-based Compensation - Weighted Average Assumptions (Details) | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Annual Dividend Rate | 0% | |
Share-Based Payment Arrangement, Option [Member] | ||
Risk-Free Interest Rate | 4.74% | 3.43% |
Volatility Factor | 41.41% | 37.16% |
Expected Term (in Years) (Year) | 4 years | 6 years 2 months 8 days |
Annual Dividend Rate | 0% | 0% |
Note 3 - Stock-based Compensa_6
Note 3 - Stock-based Compensation - Summary of Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Jun. 29, 2024 USD ($) $ / shares shares | |
Outstanding, number of options (in shares) | shares | 234 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 63.43 |
Granted, number of options (in shares) | shares | 4 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 108.04 |
Exercised, number of options (in shares) | shares | (4) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 24.3 |
Forfeited, number of options (in shares) | shares | (12) |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | $ 52.64 |
Outstanding, number of options (in shares) | shares | 222 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 64.91 |
Outstanding, weighted average remaining contractual term (Year) | 5 years |
Oustanding, aggregate intrinsic value | $ | $ 12,159 |
Exercisable, number of options (in shares) | shares | 63 |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 36.21 |
Exercisable, weighted average remaining contractual term (Year) | 5 years |
Exercisable, aggregate intrinsic value | $ | $ 4,750 |
Note 4 - Segment Information (D
Note 4 - Segment Information (Details Textual) | 3 Months Ended |
Jun. 29, 2024 | |
Number of Reportable Segments | 2 |
Note 4 - Segment Information -
Note 4 - Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 29, 2024 | Jun. 24, 2023 | ||
Revenue | [1] | $ 66,707 | $ 60,598 |
Gross Profit | 22,655 | 18,710 | |
Operating Expenses | 17,556 | 14,070 | |
Operating Income | 5,099 | 4,640 | |
Interest and Other (Income)/Expense, net | (129) | 878 | |
Provision for Income Taxes | 820 | 813 | |
Total | 691 | 1,691 | |
Net Income | 4,408 | 2,949 | |
UNITED STATES | |||
Revenue | [1],[2] | 60,741 | 54,257 |
CANADA | |||
Revenue | [1] | 4,472 | 4,247 |
Other International [Member] | |||
Revenue | [1] | 1,494 | 2,094 |
Service Segment [Member] | Operating Segments [Member] | |||
Revenue | 43,778 | 39,853 | |
Gross Profit | 14,883 | 12,971 | |
Operating Expenses | [3] | 10,793 | 9,779 |
Operating Income | 4,090 | 3,192 | |
Distribution Segment [Member] | Operating Segments [Member] | |||
Revenue | 22,929 | 20,745 | |
Gross Profit | 7,772 | 5,739 | |
Operating Expenses | [3] | 6,763 | 4,291 |
Operating Income | $ 1,009 | $ 1,448 | |
[1]Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered.[2]United States includes Puerto Rico.[3]Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates. |
Note 5 - Business Acquisition_2
Note 5 - Business Acquisitions (Details Textual) $ in Thousands | 3 Months Ended | ||||||||
Apr. 15, 2024 USD ($) shares | Dec. 23, 2023 USD ($) | Aug. 08, 2023 USD ($) | Jul. 12, 2023 USD ($) | Mar. 27, 2023 USD ($) shares | Jun. 29, 2024 USD ($) shares | Jun. 24, 2023 USD ($) | Mar. 30, 2024 USD ($) | ||
Revenues | [1] | $ 66,707 | $ 60,598 | ||||||
Operating Income (Loss) | 5,099 | 4,640 | |||||||
Business Combination, Contingent Consideration, Liability, Current | 3,200 | ||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 750 | $ 0 | |||||||
Unpaid Amounts for Other Holdbacks | 1,600 | ||||||||
Payment for Contingent Consideration Liability, Financing Activities | 0 | ||||||||
Payments for Other Holdbacks | 300 | ||||||||
Business Combination, Acquisition Related Costs | 400 | 200 | |||||||
Becnel Rental Tools, LLC [Member] | |||||||||
Revenues | 2,700 | ||||||||
Operating Income (Loss) | 600 | ||||||||
Axiom [Member] | |||||||||
Revenues | 2,600 | ||||||||
Operating Income (Loss) | 400 | ||||||||
SteriQual, Inc. [Member] | |||||||||
Revenues | 500 | ||||||||
Operating Income (Loss) | 100 | ||||||||
TIC-MS, Inc. [Member] | |||||||||
Revenues | 900 | ||||||||
Operating Income (Loss) | 400 | ||||||||
Becnel Rental Tools, LLC [Member] | |||||||||
Business Combination, Consideration Transferred | $ 49,900 | ||||||||
Payments to Acquire Businesses, Gross | 17,500 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 32,300 | ||||||||
Business Combination, Payment Withheld for Potential Post-closing Adjustments | 2,500 | ||||||||
Business Combination, Consideration Held Back | 500 | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 2,000 | ||||||||
Business Combination, Contingent Consideration, Liability | 1,500 | ||||||||
Business Combination, Contingent Consideration, Liability, Payable in Cash, Percentage | 50% | ||||||||
Business Combination, Contingent Consideration, Liability, Payable in Shares, Percentage | 50% | ||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 0 | ||||||||
Becnel Rental Tools, LLC [Member] | Revenue Target Achievement [Member] | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 9,283 | ||||||||
Becnel Rental Tools, LLC [Member] | Measurement Input, Discount Rate [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.11 | ||||||||
Becnel Rental Tools, LLC [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.05 | ||||||||
Becnel Rental Tools, LLC [Member] | Measurement Input, Price Volatility [Member] | |||||||||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.30 | ||||||||
Becnel Rental Tools, LLC [Member] | Maximum [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 11 years | ||||||||
Axiom [Member] | |||||||||
Business Combination, Consideration Transferred | $ 38,700 | ||||||||
Payments to Acquire Businesses, Gross | 10,000 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 28,600 | ||||||||
Business Combination, Payment Withheld for Potential Post-closing Adjustments | $ 3,900 | ||||||||
SteriQual, Inc. [Member] | |||||||||
Business Combination, Consideration Transferred | $ 3,800 | $ 4,300 | |||||||
Business Combination, Consideration Held Back | 900 | ||||||||
Business Combination, Consideration Subject to Reduction | $ 500 | ||||||||
TIC-MS, Inc. [Member] | |||||||||
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) | 15 years | ||||||||
Business Combination, Consideration Transferred | $ 9,700 | ||||||||
Payments to Acquire Businesses, Gross | 2,900 | ||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 6,900 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in shares) | shares | 77,387 | ||||||||
Business Combination, Consideration Subject to Reduction | $ 500 | ||||||||
Escrow Deposit | $ 500 | ||||||||
Business Combination, Potential Purchase Price Adjustment for Failure to Retain Key Customer Relationships | $ 500 | ||||||||
NEXA [Member] | |||||||||
Payment for Contingent Consideration Liability, Financing Activities | $ 500 | ||||||||
Stock Issued During Period, Shares, Acquisitions (in shares) | shares | 4,320 | ||||||||
[1]Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered. |
Note 5 - Business Acquisition_3
Note 5 - Business Acquisitions - Summary of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 29, 2024 | Apr. 15, 2024 | Mar. 30, 2024 | Aug. 08, 2023 | Jul. 12, 2023 | Mar. 27, 2023 |
Goodwill | $ 138,146 | $ 105,585 | ||||
Becnel Rental Tools, LLC [Member] | ||||||
Goodwill | $ 32,659 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 40,699 | |||||
Cash | 197 | |||||
Accounts Receivable | 3,041 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 6,122 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 95 | |||||
Current Liabilities | (253) | |||||
Total Purchase Price | 49,901 | |||||
Becnel Rental Tools, LLC [Member] | Customer-Related Intangible Assets [Member] | ||||||
Intangible Assets | 7,200 | |||||
Becnel Rental Tools, LLC [Member] | Trademarks and Trade Names [Member] | ||||||
Intangible Assets | $ 840 | |||||
Axiom [Member] | ||||||
Goodwill | $ 26,758 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 34,658 | |||||
Cash | 161 | |||||
Accounts Receivable | 925 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 1,796 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 40 | |||||
Current Liabilities | (579) | |||||
Total Purchase Price | 38,724 | |||||
Property and Equipment | 4,965 | |||||
Deferred Tax Liability | (3,242) | |||||
Axiom [Member] | Customer-Related Intangible Assets [Member] | ||||||
Intangible Assets | $ 7,900 | |||||
SteriQual, Inc. [Member] | ||||||
Goodwill | $ 2,175 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 3,724 | |||||
Accounts Receivable | 666 | |||||
Current Liabilities | (211) | |||||
Total Purchase Price | 3,784 | |||||
Deferred Tax Liability | (395) | |||||
SteriQual, Inc. [Member] | Customer-Related Intangible Assets [Member] | ||||||
Intangible Assets | 1,062 | |||||
SteriQual, Inc. [Member] | Noncompete Agreements [Member] | ||||||
Intangible Assets | 392 | |||||
SteriQual, Inc. [Member] | Sales Backlog [Member] | ||||||
Intangible Assets | $ 95 | |||||
TIC-MS, Inc. [Member] | ||||||
Goodwill | $ 7,218 | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, Intangibles and Deferred Taxes | 9,653 | |||||
Accounts Receivable | 502 | |||||
Current Liabilities | (124) | |||||
Total Purchase Price | 9,675 | |||||
Property and Equipment | 356 | |||||
Deferred Tax Liability | (712) | |||||
TIC-MS, Inc. [Member] | Customer-Related Intangible Assets [Member] | ||||||
Intangible Assets | 2,303 | |||||
TIC-MS, Inc. [Member] | Noncompete Agreements [Member] | ||||||
Intangible Assets | $ 132 |
Note 5 - Business Acquisition_4
Note 5 - Business Acquisitions - Pro Forma Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jun. 29, 2024 | Jun. 24, 2023 | |
Total Revenue | $ 66,727 | $ 68,374 |
Net Income | $ 4,420 | $ 3,790 |
Basic Earnings Per Share (in dollars per share) | $ 0.49 | $ 0.5 |
Diluted Earnings Per Share (in dollars per share) | $ 0.48 | $ 0.49 |