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BUSINESS ACQUISITIONS | 9 Months Ended
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Dec. 25, 2021
Business Combinations [Abstract] |
BUSINESS ACQUISITIONS | NOTE 5 – BUSINESS ACQUISITIONS Tangent: Effective December 31, 2021, Transcat purchased all of the outstanding membership units of Tangent Labs, LLC, a privately-held company (“Tangent”). Tangent provides in-house and on-site calibrations of precision measurement and control instrumentation to customers in the life science, aerospace and other regulated industries, and has lab locations in Indianapolis, Indiana and Huntsville, Alabama. This transaction aligned with a key component of the Company’s strategy of acquiring local capabilities in attractive geographies. The purchase price for Tangent was approximately $9.0 million, all paid in cash, and is subject to certain customary holdback provisions and a portion of which was placed in escrow to secure the sellers’ obligations in the event that a key employee terminates employment with Tangent on or before the first anniversary of the closing of the transaction. The purchase price allocation has not been finalized, due to the timing of the acquisition date and the filing date of this Quarterly Report on Form 10-Q. Therefore, the allocation of the purchase price to the assets acquired and liabilities assumed, including values to be recognized for goodwill and other intangible assets, will be disclosed in the Annual Report on Form 10-K for the fiscal year ending March 26, 2022. The pro forma results of operations from the Tangent acquisition, will be disclosed in the Annual Report on Form 10-K for the fiscal year ending March 26, 2022. The goodwill related to Tangent is not expected to be deductible for income tax purposes. All of the goodwill and intangible assets relating to the Tangent acquisition will be allocated to the Service segment. NEXA: Effective August 31, 2021, Transcat purchased all of the outstanding capital stock of Cal OpEx Limited (d/b/a NEXA Enterprise Asset Management), a private Irish company, which owns all of the issued and outstanding capital stock of its U.S.-based subsidiary, Cal OpEx Inc., a Delaware corporation (collectively, “NEXA”). NEXA provides calibration optimization and other technical solutions to improve asset and reliability management programs to pharmaceutical, biotechnology, and medical device companies worldwide. 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. The NEXA goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All of the goodwill and intangible assets relating to the NEXA acquisition has been allocated to the Service segment. Intangible assets related to the NEXA acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to five years and are deductible for tax purposes. Amortization of goodwill related to the NEXA acquisition is not deductible for tax purposes. The total purchase price for NEXA was approximately $26.2 million and was paid with $23.9 million in cash and the issuance of 34,943 shares of our common stock valued at $2.4 million. Additionally, there are potential earn-out payments of up to $7.5 million over the four-year period following the closing of the transaction based upon NEXA achieving certain annual revenue and EBITDA goals. If achieved, the earn-out payments will also be made in shares of common stock unless certain criteria is met for cash payment. As of December 25, 2021, the estimated fair value for the contingent earn-out payments was $0.2 million and included in the preliminary purchase price allocation below. $0.1 million of the purchase price has been put into escrow as a holdback for indemnification claims, if any. The purchase price allocation is subject to revision based upon our final review of intangible asset valuation assumptions, working capital adjustments and true-up of the fair value of the contingent consideration, 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 inputs, of NEXA’s assets and liabilities acquired on August 31, 2021 (in thousands):
Goodwill |  | $ | 15,497 |
Intangible Assets – Customer Base & Contracts |  |  | 5,600 |
Intangible Assets – Backlog |  |  | 490 |
Intangible Assets – Covenant Not to Compete |  |  | 600 |
|  |  | 22,187 |
Plus: | Cash |  |  |  | 3,732 |
| Accounts Receivable |  |  |  | 2,434 |
| Non-Current Assets |  |  |  | 38 |
Less: | Current Liabilities |  |  |  | (453 | )
| Deferred Tax Liability |  |  |  | (1,706 | )
Total Purchase Price |  | $ | 26,232 |
13 Table of Contents From the date of acquisition, NEXA has contributed revenue of $2.9 million and operating loss of $0.3 million, which includes the negative impact of amortization of the acquired intangible assets, for the first nine months of fiscal year 2022. Upstate Metrology: Effective April 29, 2021, Transcat acquired substantially all of the assets of Upstate Metrology Inc. (“Upstate Metrology”), a New York based provider of calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that can leverage the Company’s already existing operating infrastructure. All of the goodwill related to the Upstate Metrology acquisition has been allocated to the Service segment. Amortization of goodwill related to the Upstate Metrology acquisition is deductible for tax purposes. The total purchase price for the assets of Upstate Metrology was approximately $0.9 million. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Upstate Metrology’s assets and liabilities acquired on April 29, 2021 (in thousands):
Goodwill |  | $ | 483 |
Plus: | Current Assets |  |  |  | 189 |
| Non-Current Assets |  |  |  | 270 |
Less: | Current Liabilities |  |  |  | (11 | )
Total Purchase Price |  | $ | 931 |
BioTek: Effective December 16, 2020, Transcat acquired substantially all of the assets of BioTek Services, Inc. (“BioTek”), a Virginia based provider of pipette calibration services. 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. BioTek’s focus on pipettes complements the current offerings Transcat provides to the life science sector. All of the goodwill and intangible assets relating to the BioTek acquisition has been allocated to the Service segment. Intangible assets related to the BioTek 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 BioTek acquisition is deductible for tax purposes. The total purchase price for the assets of BioTek was approximately $3.5 million. $0.4 million of the purchase price has been put into escrow as a holdback for indemnification claims, if any. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of BioTek’s assets and liabilities acquired during the period presented (in thousands):
Goodwill |  | $ | 1,063 |
Intangible Assets – Customer Base & Contracts |  |  | 1,930 |
Intangible Assets – Covenant Not to Compete |  |  | 100 |
|  |  | 3,093 |
Plus: | Current Assets |  |  |  | 406 |
| Non-Current Assets |  |  |  | 8 |
Total Purchase Price |  | $ | 3,507 |
14 Table of Contents 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 NEXA, Upstate Metrology and BioTek had occurred at the beginning of fiscal year 2021. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transactions had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods.
|  | (Unaudited) |  | (Unaudited)
|  | Quarter Ended |  | Nine Months Ended
(in thousands except per share information) |  | December 26, 2020 |  | December 25, 2021 |  | December 26, 2020
Total Revenue |  | $ | 47,384 |  | $ | 153,011 |  | $ | 131,096
Net Income |  | $ | 3,129 |  | $ | 8,943 |  | $ | 5,998
Basic Earnings Per Share |  | $ | 0.42 |  | $ | 1.19 |  | $ | 0.81
Diluted Earnings Per Share |  | $ | 0.41 |  | $ | 1.18 |  | $ | 0.80
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 December 25, 2021, $0.2 million of contingent consideration and $0.1 million of other holdback amounts were unpaid and reflected in current liabilities on the Consolidated Balance Sheets. During the first nine months of fiscal year 2022 and fiscal year 2021, no contingent consideration or other holdback amounts were paid. During the first nine months of fiscal year 2022, acquisition costs of $0.9 million were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income. During the first nine months of fiscal year 2021, acquisition costs of less than $0.1 million were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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