Business Combination Disclosure [Text Block] | NOTE 5 BUSINESS ACQUISITIONS 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 $38.6 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 purchase price allocation is subject to revision based upon our final review of tangible and 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 August 8, 2023 ( Goodwill $ 27,095 Intangible Assets – Customer Base & Contracts 7,900 34,995 Plus: Cash 37 Accounts Receivable 962 Inventory 1,678 Other Current Assets 83 Property and Equipment 4,695 Less: Current Liabilities (631 ) Deferred Tax Liability (3,256 ) Total Purchase Price $ 38,563 From the date of acquisition through the end of the second 2024, 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 up to $0.5 million if certain revenue targets are not July 12, 2024. September 23, 2023, not 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 July 12, 2023 ( Goodwill $ 2,602 Intangible Assets – Customer Base & Contracts 1,062 Intangible Assets – Covenant Not to Compete 392 Intangible Assets – Sales Backlog 95 4,151 Plus: Accounts Receivable 665 Less: Current Liabilities (149 ) Deferred Tax Liability (383 ) Total Purchase Price $ 4,284 From the date of acquisition through the end of the second 2024, 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 $9.8 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 will be subject to reduction by up to $0.5 million if a key customer relationship is not March 27, 2024. September 23, 2023, not 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 $ 7,193 Intangible Assets – Customer Base & Contracts 2,303 Intangible Assets – Covenant Not to Compete 132 9,628 Plus: Cash 80 Accounts Receivable 470 Property and Equipment 356 Less: Current Liabilities (118 ) Deferred Tax Liability (636 ) Total Purchase Price $ 9,780 From the date of acquisition through the end of the second 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 ($3.19) per calibration performed by technology covered under this license agreement, with a royalty term of up to ten March 28, 2024. September 23, 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 six 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, September 23, 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 six 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 would have been subject to reduction by $0.5 million if a key customer relationship was not first 2024, 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 six 2024, NEXA August 31, 2021, September 11, 2023, August 31, 2021 ( Pursuant to the Purchase Agreement, the Sellers were entitled to potential earn-out payments in an aggregate amount of up to $7.5 million for the calendar years ending December 31, 2022, 2023, 2024, 2025 70% 25% 2022 not Pursuant to the Amendment, the Sellers are now entitled to potential earn-out payments in an aggregate amount of up to $7.1 million for the remaining Earn-Out Years ( 2023, 2024 2025 70% 150% 30 two may As of March 25, 2023, 3 September 23, 2023, 3 1 2 3 4 3 may September 23, 2023. 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 Axiom, SteriQual, TIC-MS, Elite, Complete Calibrations, e2b 2023. not (Unaudited) (Unaudited) Second Quarter Ended Six Months Ended (in thousands except per share information) September 23, 2023 September 24, 2022 September 23, 2023 September 24, 2022 Total Revenue $ 66,077 $ 62,280 $ 131,550 $ 123,410 Net Income $ 422 $ 1,670 $ 3,085 $ 3,975 Basic Earnings Per Share $ 0.05 $ 0.22 $ 0.40 $ 0.53 Diluted Earnings Per Share $ 0.05 $ 0.22 $ 0.39 $ 0.52 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 September 23, 2023 first six 2024 first six 2023 During the first six 2024 2023, |