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Note 6 - Subsequent Events
6 Months Ended
Sep. 24, 2022
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 6  SUBSEQUENT EVENTS

 

e2b: Effective September 27, 2022, Transcat acquired substantially all of the assets of e2b Calibration (“e2b”), an Ohio based provider of 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.  The total purchase price paid for the assets of e2b was approximately $3.15 million in cash.  Pursuant to the asset purchase agreement, the Company will hold back $0.9 million of the purchase price in escrow for certain potential post-closing adjustments.   

 

The purchase price allocation has not been finalized, due to the timing of the acquisition 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 Quarterly Report on Form 10-Q for the fiscal quarter ending December 24, 2022. The pro forma results of operations from the e2b acquisition will be disclosed in the Quarterly Report on Form 10-Q for the fiscal quarter ending December 24, 2022. The goodwill related to e2b is expected to be deductible for tax purposes.  All of the goodwill and intangible assets relating to the e2b acquisition will be allocated to the Service segment.

 

Complete Calibrations: Effective September 28, 2022, Transcat purchased all of the outstanding capital stock of Galium Limited (d/b/a Complete Calibrations) ("Complete Calibrations"), an Irish company.  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 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 has a term of up to ten years from the date of the transaction, with an annual royalty fee of 0.1 million Euros.

 

The purchase price allocation has not been finalized, due to the timing of the acquisition 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 Quarterly Report on Form 10-Q for the fiscal quarter ending December 24, 2022. The pro forma results of operations from the Complete Calibrations acquisition will be disclosed in the Quarterly Report on Form 10-Q for the fiscal quarter ending December 24, 2022. The goodwill related to Complete Calibrations is not expected to be deductible for tax purposes.  All of the goodwill and intangible assets relating to the Complete Calibrations acquisition will be allocated to the Service segment.