8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 26, 2009

Transcat, Inc.

(Exact name of registrant as specified in its charter)

Ohio	000-03905	16-0874418
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
35 Vantage Point Drive, Rochester, New York		14624
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 585-352-7777

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-3.1

EX-99.1

Item 2.02 Results of Operations and Financial Condition.

     On October 26, 2009, Transcat, Inc. (the “Company”) issued a press release regarding its financial results for its fiscal year 2010 second quarter and six months ended June 27, 2009.

     The press release is attached as Exhibit 99.1 to this Form 8-K.

Item. 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     At the 2008 annual meeting, the Company’s shareholders approved an amendment to the Company’s Code of Regulations to allow the board of directors to amend certain provisions of the Code of Regulations without shareholder approval.

     On October 26, 2009, the board of directors amended the following provisions of the Code of Regulations:

     Article I – Meetings of Shareholders

Section 2. Special Meetings was amended to provide that the Chief Executive Officer may also call a special meeting rather than the President.

Section 4. Notice of Meetings was amended to provide for alternative methods of notice delivery.

Section 5. Quorum was amended to provide that a resolution adopted to adjourn a meeting fix a date and place for such adjourned meeting.

Section 6. Proxies was amended to provide for alternative methods for delivery of proxies.

     Article II – Board of Directors

Section 6. Special Meetings was amended to provide that, in addition to any two other directors, the Chief Executive Officer or the Chairman of the Board rather than the President may call a special meeting; to delete the reference to Assistant Secretary; and to provide for alternative methods of notice delivery.

Section 7. Quorum (re-titled Quorum and Action) was amended to provide that the act of a majority of the directors present at a meeting at which a quorum is present is the act of the board.

Section 8. Fees (re-titled Compensation) was amended to provide that the board of directors may delegate authority to establish director compensation to a committee of the board.

     Article III – Executive and Other Committees

Section 1. How Constituted and the Powers Thereof was amended to delete the reference to affixing the corporate seal to papers that may require it.

Section 3. Meetings was amended to provide for alternative methods of notice delivery.

Section 7. Other Committees was amended to eliminate the provision that other standing or special committees consist of not less than three directors.

     Article IV – Offices and Officers

Section 1. Officers – Number (re-titled Officers) was amended to also provide for the election of a Chief Executive Officer and a Chief Financial Officer; to delete specific references to Vice President, Controller, Assistant Secretaries and Assistant Treasurers (all of which have been amended as described below); and to provide signatory limitations.

Section 2. Election and Term of Office was amended to change the timing of elections from annually to such time as the board may determine.

     Article V – Duties of Officers

Section 2. President (re-titled Chief Executive Officer) was amended to assign these responsibilities to the Chief Executive Officer rather than the President.

Section 3. Vice Presidents (re-titled President) was amended to assign these responsibilities to the President, under the direction of the Chief Executive Officer, rather than a Vice President.

A new Section 4. entitled Chief Operating Officer was added.

A new Section 5. entitled Chief Financial Officer was added.

Section 4. Secretary was amended to provide that, in addition to the board, the Chief Executive Officer rather than the President may prescribe the duties of this office.

Section 5. Assistant Secretaries (re-titled Assistant Secretary) was amended to provide that, in addition to the board, the Chief Executive Officer rather than the President may prescribe the duties of this office.

Section 6. Treasurer was amended to provide that, in addition to the board, the Chief Executive Officer rather than the President may prescribe the duties of this office.

Section 7. Assistant Treasurers (re-titled Assistant Treasurer) was amended to provide that, in addition to the board, the Chief Executive Officer rather than the President may prescribe the duties of this office.

Section 8. Controller was deleted.

     Article VII – Interdealing was deleted.

     Article VIII – Checks, Drafts, Etc. was deleted.

     Article IX – Certificates for Shares

Section 4. Addresses for Shareholders was amended to delete the reference that, as a default, notice may be addressed to a shareholder at the office of the company.

     Article X – Seal was deleted.

     In addition to the amendments described above, the Code of Regulations was also amended to make certain other non-substantive changes and related formatting changes.

     The amendments are effective as of October 26, 2009.

     The preceding description of the amendments is qualified in its entirety by reference to the full text of the Company’s Code of Regulations, as amended, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
3.1	Code of Regulations, as amended
99.1	Transcat, Inc. Press Release dated October 26, 2009

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRANSCAT, INC.
Dated: October 29, 2009	By:	/s/ John J. Zimmer
		John J. Zimmer
		Vice President of Finance and Chief Financial Officer

EX-3.1

Exhibit 3.1

CODE OF REGULATIONS
OF
TRANSCAT, INC.

(with all amendments through October 26, 2009)

ARTICLE I
MEETINGS OF SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of shareholders shall be held on such day and at such hour as may be designated by the Board of Directors and specified in the Notice of Meeting.

     Section 2. Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called by the Chief Executive Officer or by order of the Board of Directors and it shall be the duty of the Secretary to call such a meeting upon a request in writing therefor stating the purpose or purposes thereof delivered to the Secretary signed by the holders of record of not less than twenty-five percent (25%) of the shares outstanding and entitled to vote.

     Section 3. Place of Meetings. Meetings of the shareholders may be held at such place within or without the State of Ohio, as the Board of Directors may determine.

     Section 4. Notice of Meetings. Written notice of each annual or special meeting stating the time, place and purposes thereof shall be given by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, to each shareholder of record entitled to notice of the meeting, not less than ten (10) nor more than sixty (60) days before any such meeting. If mailed or sent by overnight delivery service, the notice shall be sent to the shareholder at the shareholder’s address as it appears on the records of the Corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under these Regulations.

     Section 5. Quorum. At all meetings of shareholders the holders of record of a majority of the issued and outstanding voting shares of the Corporation, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, the holders of a majority of the voting shares present or represented may adjourn the meeting by resolution to a date and place fixed therein, and no further notice thereof shall be required. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called.

     Section 6. Proxies. Any shareholder entitled to vote at a meeting of shareholders may be represented and vote thereat by proxy or proxies appointed by an instrument in writing signed by the shareholder or by a verifiable communication authorized by the shareholder (e.g. electronic mail, facsimile or other transmission) and submitted to the Secretary at or before such meeting.

ARTICLE II
BOARD OF DIRECTORS

     Section 1. Number. The number of directors shall be not less than three (3) nor more than twelve (12) as may be fixed, from time to time, by resolution duly adopted by a majority of the shares which are represented at any annual meeting or special meeting called for that purpose provided a quorum is present. No reduction in the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

     Section 2. Election and Classification. The election of directors shall be held at the annual meeting of the shareholders or at a special meeting called for that purpose. The directors shall be classified with respect to the terms for which they shall hold office by dividing them into three classes, each consisting of one-third of the whole number of the Board of Directors, or, if such number shall not be a multiple of three, then such division shall be as nearly equal as the total number of directors will permit. The term of office of the first class shall expire at the first annual meeting of the Corporation subsequent to their election, the term of office of the second class shall expire at the second annual meeting subsequent to their election, and the term of office of the third class shall expire at the third annual meeting subsequent to their election. At the first annual meeting at which directors are classified, each person shall be nominated as a director to the first, second or third class and no person shall be nominated as a candidate for more than one class. At each annual meeting after the election of the classified Board, directors shall be elected for a term of three years to replace those whose terms expire. If, at any time the number of directors is increased or decreased, the increase or decrease shall be apportioned among the classes as to make all classes as nearly equal in number as possible. In the event of a decrease, one or more directors shall be reclassified by vote of a majority of the Board if such action is required to balance the classes of directors, even though this may have the effect of shortening the term of office to which such director was elected by the shareholders. Any vacancy created in the Board of Directors may be filled by the majority vote of the remaining directors. Any person so elected to fill a vacancy shall serve for the unexpired term of that director whose vacancy is being filled.

     Section 3. Removal. All of the directors of a particular class, or any individual director may be removed from office without assigning any cause, by the vote of the holders of seventy-five percent (75%) of the outstanding shares entitled to vote thereon at any meeting of shareholders called for that purpose. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the Board.

     Section 4. Place of Meetings. The Board of Directors shall hold its meetings at such places within or without the State of Ohio as it may determine.

     Section 5. Regular Meetings. The Board of Directors by resolution may establish regular periodic meetings and notice of such meetings need not be given.

     Section 6. Special Meetings. Special meetings of the Board of Directors shall be called by the Secretary whenever ordered by the Board of Directors or requested in writing by the Chief Executive Officer, the Chairman of the Board or any two other directors. Such meetings shall

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be held at the principal office of the Corporation except as otherwise specified in the notice. Notice of each special meeting shall be mailed to each director, addressed to the director’s residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to such address by personal delivery or any other means of communication authorized by the director (e.g. electronic mail, facsimile or other transmission) not later than one (1) day before the day on which the meeting is to be held.

     Section 7. Quorum and Action. A majority of the members of the Board of Directors then in office shall constitute a quorum at all meetings of the Board. In the absence of a quorum, a majority of the members present may adjourn the meeting until a quorum is present, and no notice of any such adjournment need be given. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the Board.

     Section 8. Compensation. The Board of Directors may, irrespective of any financial or personal interest of any of them, establish reasonable compensation for services to the Corporation by directors (including annual retainers and meeting attendance fees) and officers. The Board of Directors may delegate this authority to a committee of the Board. The Board of Directors may also reimburse directors for travel and other expenses incidental to their attendance at Board and committee meetings.

ARTICLE III
EXECUTIVE AND OTHER COMMITTEES

     Section 1. How Constituted and the Powers Thereof. The Board of Directors by the vote of a majority of the full Board, may designate three or more directors to constitute an Executive Committee, who shall serve at the pleasure of the Board of Directors. Except as otherwise provided by law, by these Regulations or by resolution adopted by a majority of the full Board of Directors, the Executive Committee shall possess and may exercise during the intervals between the meetings of the Board, all of the powers of the Board of Directors in the management of the business, affairs and property of the Corporation.

     Section 2. Organization, etc. The Executive Committee shall choose its own Chairman and its Secretary and may adopt rules for its procedure. The Committee shall keep a record of its acts and proceedings and report the same to the Board of Directors.

     Section 3. Meetings. Meetings of the Executive Committee may be called by the Chairman of the Committee and shall be called by the Chairman at the request of any member of the Committee, or such meetings may be called by any member if there shall be no Chairman. Notice of each meeting of the Committee shall be sent to each member of the Committee by mail at least two (2) days before the day on which the meeting is to be held, or shall be given personally or by any other means of communication (e.g. electronic mail, facsimile or other transmission) no later than one (1) day before the day on which the meeting is to be held. Notice of any meeting may be waived before or after the meeting.

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     Section 4. Quorum and Action. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at the meeting at which a quorum is present shall be the act of the Executive Committee.

     Section 5. Removal. Any member of the Executive Committee may be removed, with or without cause, at any time, by the Board of Directors.

     Section 6. Vacancies. Any vacancy in the Executive Committee shall be filled by the Board of Directors.

     Section 7. Other Committees. The Board of Directors may by resolution provide for such other standing or special committees as it deems desirable, and discontinue the same at its pleasure. Each Committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Directors.

ARTICLE IV
OFFICES AND OFFICERS

     Section 1. Officers . The Board of Directors shall elect a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, a Secretary and a Treasurer, and at its discretion, a Chairman of the Board, who shall be a director. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or otherwise to be executed, acknowledged, or verified by two or more officers. The Board of Directors may appoint such other officers or assistant officers as it may determine.

     Section 2. Election and Term of Office. All of the officers of the Corporation as set forth in Section 1 of this Article IV shall be appointed by the Board of Directors at such time as the Board may determine and each officer shall hold office until such officer’s successor has been duly chosen and has qualified, or until the officer resigns or is removed.

     Section 3. Vacancies. If any vacancy shall occur in any office of the Corporation, such vacancy shall be filled by the Board of Directors.

ARTICLE V
DUTIES OF OFFICERS

     Section 1. Chairman of the Board. The Chairman of the Board, if one is appointed, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors.

     Section 2. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general direction of its business, affairs and property and over its several officers. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if a Chairman has not been appointed, shall also preside at meetings of the Board of Directors. He shall see that all orders and resolutions of the Board of Directors are carried into effect, and he shall have the power to execute in the name of the Corporation all authorized deeds, mortgages, bonds, contracts or other instruments, except in cases in which the signing and execution

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thereof shall have been expressly delegated to some other officer or agent of the Corporation; and in general, he shall perform all duties incident to the office of a chief executive officer of a corporation, and such other duties as from time to time may be assigned to the Chief Executive Officer by the Board of Directors. He shall be ex officio a member of all committees. He shall report to the Board of Directors all matters within his knowledge which the interest of the Corporation may require be brought to their notice.

     Section 3. President. The President of the Corporation, under the direction of the Chief Executive Officer, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time prescribe, and shall perform such other duties as may be prescribed in these Regulations. In case of the absence or inability of the Chief Executive Officer to act, then the President shall have the powers and discharge the duties of the Chief Executive Officer.

     Section 4. Chief Operating Officer. The Chief Operating Officer of the Corporation, under the direction of the Chief Executive Officer, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time prescribe, and shall perform such other duties as may be prescribed in these Regulations.

     Section 5. Chief Financial Officer. The Chief Financial Officer of the Corporation, under the direction of the Chief Executive Officer, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time prescribe, and shall perform such other duties as may be prescribed in these Regulations.

     Section 6. Secretary. The Secretary shall attend all meetings of the shareholders of the Corporation and of its Board of Directors and shall keep the minutes of all such meetings in a book or books kept for that purpose. The Secretary shall keep in safe custody the seal of the Corporation, and, when authorized by the Board of Directors, he shall affix such seal to any instrument requiring it. In the absence of a Transfer Agent or a Registrar, the Secretary shall have charge of the stock certificate books and the Secretary shall have charge of such other books and papers as the Board of Directors may direct. He shall also have such other powers and perform such other duties as pertain to his office, or as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

     Section 7. Assistant Secretary. In the absence or disability of the Secretary, an Assistant Secretary, designated by the Board of Directors, shall perform the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretary shall also perform such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer.

     Section 8. Treasurer. The Treasurer shall establish and execute programs for the provision of the capital required by the Corporation including negotiating the procurement of capital and maintaining the required financial arrangements. The Treasurer shall maintain adequate sources for the Corporation’s current borrowings from commercial banks and other lending institutions and shall maintain banking arrangements to receive, have custody of and disburse the Corporation’s monies and securities. The Treasurer shall invest the Corporation’s funds as required, establish and coordinate policies for investment in pension and other similar trusts, and provide insurance coverage

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as required. The Treasurer shall direct the granting of credit and the collection of accounts due the Corporation, including the supervision of required special arrangements for financing sales such as time payment and leasing plans and shall perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

     Section 9. Assistant Treasurer. In the absence of or disability of the Treasurer, an Assistant Treasurer designated by the Board of Directors, shall perform the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all restrictions upon, the Treasurer. The Assistant Treasurer shall also perform such other duties as from time to time may be assigned to him or her by the Board of Directors or the Chief Executive Officer.

ARTICLE VI
INDEMNIFICATION

     Section 1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or his testator or intestate (a) is or was a director or officer of the Corporation or (b) is or was a director or officer of the Corporation who serves or served, in any capacity, any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise at the request of the Corporation (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Ohio law against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 3 of this Article VI with respect to proceedings to enforce rights to indemnification or to advancement of expenses, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The rights conferred by this Article VI shall be contract rights, which shall not be abrogated by any amendment or repeal of this Article VI with respect to events occurring prior to such amendment or repeal.

     Section 2. Advancement of Expenses. The right to indemnification conferred by Section 1 of this Article VI shall include the right to be paid by the Corporation the expenses incurred in defending any proceeding as they are incurred in advance of final disposition of such proceeding (hereinafter an “advancement of expenses”); provided, however, that such advancement of expenses shall be made only upon delivery to the Corporation of the appropriate undertaking, if any, required by the General Corporation Law of Ohio (hereinafter an “undertaking”), made by or on behalf of such indemnitee, to repay such amounts; and provided further that a determination that the indemnitee must repay such amounts pursuant to the terms of an undertaking may be made only by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”).

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     Section 3. Suit by Indemnitee to Enforce Rights to Indemnification or by the Corporation to Recover an Advancement of Expenses. If a claim under this Article VI is not paid in full by the Corporation within sixty days after a written demand therefor has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If he is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by an indemnitee to enforce a right to indemnification hereunder (other than a suit brought by an indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee is not entitled to indemnification under Section 1 of this Article VI. In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, pursuant to the terms of the undertaking, the indemnitee must repay such advancement of expenses. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or shareholders) to have made a determination prior to the commencement of such suit that the indemnitee is entitled to indemnification under Section 1 of this Article VI or that the indemnitee is not required to repay an advancement of expenses pursuant to the terms of an undertaking, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or shareholders) that the indemnitee is not entitled to indemnification under Section 1 of this Article VI or that the indemnitee must repay an advancement of expenses pursuant to the terms of an undertaking, shall (a) create a presumption that the indemnitee is not entitled to indemnification under Section 1 of this Article VI or that the indemnitee must repay an advancement of expenses pursuant to the terms of an undertaking, or (b) in the case of a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the indemnitee is not entitled to such indemnification or to such advancement of expenses, under this Article VI or otherwise, shall be on the Corporation. In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden or proving that the indemnitee must repay such advancement of expenses pursuant to the terms of such undertaking shall be on the Corporation.

     Section 4. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Articles of Incorporation, these Regulations, any agreement, any vote of shareholders or of disinterested directors, or otherwise.

     Section 5. Insurance. The Corporation may purchase and maintain insurance or furnish similar protection, including without limitation trust funds, letters of credit, or self-insurance, on behalf of or for any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under this Article VI or applicable law. Such insurance may be purchased or maintained with a person or entity in which the

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Corporation has a financial interest.

     Section 6. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors in the specific case, grant to any employee or agent of the Corporation rights to indemnification and advancement of expenses to such extent as the Board of Directors may so determine, up to and including the fullest extent of the provisions of this Article VI pertaining to indemnification of and advancement of expenses to directors and officers of the Corporation.

     Section 7. Retroactive Application. This Article VI shall, to the fullest extent permitted by law, be applied retroactively to events occurring prior to the adoption of this Article VI.

ARTICLE VII
CERTIFICATES FOR SHARES

     Section 1. Issue of Certificates. The shares of capital stock of the Corporation may be represented by certificates or they may be uncertificated. If the shares are to be represented by certificates, then the Board of Directors shall provide for the issue and transfer of the certificates of capital stock of the Corporation, and shall prescribe the form of such certificates. Every owner of stock of the Corporation shall be entitled to a certificate of stock which shall be under the seal of the Corporation (which seal may be a facsimile, engraved or printed), specifying the number of shares owned by such owner, and which certificate shall be signed by the President or Vice-President and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation. Said signatures may, wherever permitted by law, be facsimile, engraved or printed. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the Corporation. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

     Section 2. Transfer Agents and Registrars. The Corporation may have one or more Transfer Agents and one or more Registrars of its stock, whose respective duties the Board of Directors may, from time to time, prescribe. If the Corporation shall have a Transfer Agent, no certificate of stock shall be valid until countersigned by such Transfer Agent, and if the Corporation shall have a Registrar, until registered by the

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Registrar. The duties of the Transfer Agent and Registrar may be combined.

     Section 3. Transfer of Shares. The shares of the Corporation shall be transferable only upon it books and by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers or to such other person as the Board of Directors may designate for such purpose, and new certificates shall thereupon be issued.

     Section 4. Addresses of Shareholders. Every shareholder shall furnish the Transfer Agent, or in the absence of a Transfer Agent, the Registrar, or in the absence of a Transfer Agent and a Registrar, the Secretary, with an address at or to which notices of meetings and all other notices may be served upon or sent to such shareholder.

     Section 5. Closing of the Transfer Books; Record Date. The Board of Directors shall have power to close the stock transfer books of the Corporation for a period not exceeding sixty (60) days and not less than ten (10) days prior to the date of any meeting of shareholders; provided, however, that in lieu of closing the stock transfer books as aforesaid the Board of Directors may fix a date not exceeding sixty (60) days and not less than ten (10) days prior to the date of any such meeting as the time as of which shareholders entitled to notice of and to vote at such meeting shall be determined, and all persons who were holders of record of voting stock at such time and no other shall be entitled to notice of and to vote at such meeting.

     The Board of Directors shall also have the power to close the stock transfer books of the Corporation for a period not exceeding sixty (60) days preceding the date fixed for the payment of any dividend or the making of any distribution or for the delivery of any evidence of right or evidence of interest; provided, however, that in lieu of closing the stock transfer books as aforesaid the Board of Directors may fix a date not exceeding sixty (60) days preceding the date fixed for the payment of any such dividend or the making of any such distribution or for the delivery of any such evidence of right or interest as a record time for the determination of the shareholders entitled to receive any such dividend, distribution or evidence of right or interest, and in such case only shareholders of record at the time so fixed shall be entitled to receive such dividend, distribution or evidence of right or interest.

     In no event shall the Board of Directors fix a record date for any purpose which shall be a date earlier than the date on which the record date is fixed.

     Section 6. Lost, Stolen and Destroyed Certificates. The Board of Directors may direct a new certificate or certificates of stock to be issued in the place of any certificate or certificates theretofore issued and alleged to have been lost, stolen or destroyed; but the Board of Directors when authorizing such issue of a new certificate or certificates, may in its discretion require the owner of the stock represented by the certificate so lost, stolen or destroyed or the shareholder’s legal representative to furnish proof by affidavit or otherwise to the satisfaction of the Board of Directors of the ownership of the stock represented by such certificate alleged to have been lost, stolen or destroyed and the facts which tend to prove its loss, theft or destruction. The Board of Directors may also require such person to execute and deliver to the Corporation a bond, with or without sureties, in such sum as the Board of Directors may direct, indemnifying the Corporation against any claim that may be made

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against it by reason of the issue of such new certificate. The Board of Directors, however, may in its discretion, refuse to issue any such new certificate, except pursuant to court order.

ARTICLE VIII
AMENDMENTS

     This Code of Regulations may be amended, at any meeting of shareholders called for that purpose, by the affirmative votes of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal, or, without a meeting, by the written consent of the holders of record of shares entitling them to exercise a majority of the voting power on such proposal, or by the Board of Directors, except that Article II, Sections 1, 2 and 3, and this Article VIII may not be amended or repealed without the affirmative vote or consent in writing of the holders of record of shares entitling them to exercise seventy-five percent (75%) of the shares entitled to vote or consent to such proposal.

10

EX-99.1

Exhibit 99.1

Transcat, Inc. 35 Vantage Point Drive • Rochester • NY • 14624 • Phone: (585) 352–7777

Transcat Reports Second Quarter Fiscal 2010 Financial Results

• Service segment revenue grows 15.5%; offsets 7.6% decline in product segment sales

• Total net revenue of $18.5 million; relatively flat with prior fiscal year second quarter

• Diluted earnings per share of $0.02 compared with $0.06 in prior year second quarter

• Significant liquidity: Generated $3.5 million in cash from operations in first six months of fiscal 2010

ROCHESTER, NY, October 26, 2009 – Transcat, Inc. (Nasdaq: TRNS), a leading global distributor of professional grade handheld test and measurement instruments and accredited provider of calibration, repair services, parts inspection and production model engineering, today reported financial results for its second quarter of fiscal 2010 which ended September 26, 2009.

Net revenue in the second quarter of fiscal 2010 was $18.5 million, relatively flat when compared with net revenue of $18.6 million in the second quarter of fiscal 2009. Second quarter fiscal 2009 results included six weeks of Westcon, Inc. operations, which the Company acquired on August 14, 2008.

Net income was $0.2 million, or $0.02 per diluted share, in the second quarter of fiscal 2010, down from net income of $0.4 million, or $0.06 per diluted share for the same period of the prior fiscal year. Net income was negatively impacted by lower operating income from the Company’s product segment.

Charles P. Hadeed, President, CEO and COO of Transcat, commented, “As the severe decline in the economy stabilized during the quarter, our performance also improved. Service segment revenue grew 15.5%, which reflects our sales and marketing investments in our targeted markets and the quality of services we provide, all of which we believe leads to high revenue retention. This growth was leveraged into expanding that segment’s gross profit margin by 180 basis points and achieving near breakeven segment operating profit. Although product segment results remained soft, sustained growth within our wind energy customer base, which accounted for 13.1% of product segment sales, somewhat mitigated external economic factors.”

Service segment revenue, which represented 35.3% of total net revenue, was up $0.9 million, or 15.5%, to $6.5 million in the second quarter of fiscal 2010, when compared with revenue of $5.7 million in the prior year second quarter. Product segment sales, representing the Company’s distribution business, for the second quarter of fiscal 2010 were $12.0 million, down $1.0 million, or 7.6%, when compared with the same period of the prior fiscal year.

Second Quarter Fiscal 2010 Review

Gross profit was $4.1 million, or 22.3% of net revenue, in the second quarter of fiscal 2010 compared with $4.5 million, or 24.4% of net revenue, in the same period of the prior fiscal year. The lower gross profit and margin was primarily due to reduced product segment sales volume, lower manufacturer volume-based rebate income, and additional product pricing pressures, offset partially by improved leverage in the service segment.

Selling, marketing and warehouse expenses increased to $2.4 million in the second quarter of fiscal 2010 compared with $2.1 million in the same period the prior fiscal year. Investment in the wind energy

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Two – October 26, 2009

market and additional sales personnel led to the $0.3 million increase. Offsetting this increase was a $0.3 million, or 18.4%, reduction in administrative expenses from cost control measures. As a result, operating expenses in the quarter were flat when compared with the prior fiscal year period.

Operating income for the second quarter of fiscal 2010 was $0.3 million, or 1.8% of net revenue, compared with $0.7 million, or 4.0% of net revenue, in the second quarter of fiscal 2009. The decline was the result of lower product segment gross profit.

The effective tax rate in the second quarter of fiscal 2010 was 39.0%. For the fiscal year, the effective tax rate is expected to be in the 38% to 40% range.

Product and Service Segment Review

Transcat is uniquely positioned to serve the pharmaceutical and FDA-regulated, energy and chemical process industries as well as utilities, industrial manufacturing and other industries through its ability to bundle a broad variety of premium test and measurement instruments with quality calibration services, repair capabilities, parts inspection and production model engineering for its customers through its distribution operations in New York and Oregon and its 12 Calibration Centers of Excellence in the United States, Canada and Puerto Rico. Its automated calibration tracking and management systems, breadth of calibration disciplines and product lines, and its refined product delivery systems enable it to rapidly respond to its customers’ requirements for quick turn-around times, which it believes provides a competitive advantage.

Product Segment

Through its product segment, Transcat markets and distributes national and proprietary brand instruments to over 13,000 global customers. The Company offers access to more than 25,000 test and measurement instruments. The product segment primarily uses direct marketing and the Company’s website to market to end-users as well as to resellers.

Product segment net sales decreased $1.0 million, or 7.6%, to $12.0 million in the second quarter of fiscal 2010 compared with $13.0 million in the same period of the prior fiscal year. The decline in product segment sales reflected the impact of the weak economy and aggressive pricing measures partially offset by increased sales to wind energy customers.

Average product segment sales per day were $190 thousand in the second quarter of fiscal 2010 compared with $206 thousand in the same period of the prior fiscal year. Sales of the Company’s products over its website increased 34.3% to $1.0 million in the second quarter of fiscal 2010 compared with $0.7 million in the same period the prior fiscal year.

Product segment gross profit in the second quarter of fiscal 2010 was $2.7 million, or 22.2% of net product sales, compared with $3.4 million, or 26.0% of net product sales, in the second quarter of fiscal 2009. Gross margin for the product segment is a function of a number of factors including volume, market channel mix, manufacturers’ rebates, product mix and discounts to customers. The reduction in gross profit and gross margin in the second quarter of fiscal 2010 was due to reduced volume from the recessionary economy, increased price discounting for market share retention and lower vendor point-of-sale rebates. Vendor point-of-sale rebates are based on year-over-year growth in product segment sales. The Company did not qualify for this type of rebate in the second quarter of fiscal 2010. In the second quarter of fiscal 2009, point-of-sale rebates were $0.1 million.

Product segment operating income was $0.4 million, or 3.0% of net product sales, in the second quarter of fiscal 2010 compared with $1.1 million, or 8.3% of net product sales, in the same period of the prior fiscal year.

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Three – October 26, 2009

Service Segment

Transcat’s customers purchase calibration services for the purpose of measurably reducing their risk of product or process failures that can be caused by inaccurate measurements. Transcat annually performs more than 140,000 calibrations at its 12 Calibration Centers of Excellence or at its customers’ locations.

Service segment revenue was $6.5 million in the second quarter of fiscal 2010, a $0.9 million or 15.5% increase, compared with $5.7 million in the same period of the prior fiscal year. The timing of calibration orders and segment expenses can vary on a quarter-to-quarter basis based on the nature of a customers’ business and calibration requirements. In general, a trailing twelve-month trend provides a better indication of the progress of this segment. Service segment revenue for the trailing twelve months that ended September 26, 2009 were $25.2 million, up 7.6%, when compared with $23.4 million for the trailing twelve-month period that ended September 27, 2008. Transcat’s goal is to grow this business in the low double digit range over the long term.

The Company’s strategy has been to focus its capital and marketing investments in the electrical, temperature, pressure and dimensional disciplines. Historically, 15% to 20% of service segment revenue is generated from outsourcing customer equipment to third-party vendors for calibration beyond Transcat’s chosen scope of capabilities. In the second quarter of fiscal 2010, 77.3% of service segment revenue was generated by the Company’s staff of technicians while 20.2% was subcontracted to third-party vendors.

Service segment gross profit in the second quarter of fiscal 2010 was $1.5 million, or 22.5% of service segment net revenue, up from $1.2 million, or 20.7% of service segment net revenue, in the same period of the prior fiscal year. Driving this increase is the operational leverage built into the service segment, where the Company is able to spread the fixed costs of its laboratory operations over higher volume. Organic revenue expansion provides for full leverage potential whereas acquired revenue comes with associated cost structure and therefore does not contribute to expanding margins.

The service segment operating loss was virtually breakeven for the second quarter of fiscal 2010, an improvement of $0.3 million over last year’s second quarter operating loss.

Six-Month Review

Net revenue for the first six months of fiscal 2010 was $35.7 million, down 2.1% when compared with net revenue of $36.5 million in the first six months of fiscal 2009. Fiscal 2009 results included six weeks of operations of Westcon as previously noted.

Product segment net sales were $23.2 million in the first half of fiscal 2010, down 8.0%, compared with $25.3 million in the same period of the prior fiscal year. Sales to wind energy customers in the first half of fiscal 2010 accounted for 11.9%, or $2.8 million, of net product sales. Product sales generated over the Company’s website were $1.9 million in the first six months of fiscal 2010, up 17.5%, when compared with $1.6 million in the first half of fiscal 2009.

Service segment net revenue was $12.5 million in the first six months of fiscal 2010, up 11.4%, compared with net revenue of $11.2 million in the first six months of fiscal 2009.

Gross margin was 22.3% for the first six months of fiscal 2010 compared with 24.8% in the same period of the prior fiscal year. Product segment gross margin was 22.8% and 26.6% for the first six months of fiscal 2010 and 2009, respectively. The year-over-year decrease was a result of aggressive pricing and reduced vendor volume-based rebate income. Service segment gross margin was 21.4% in the first half of fiscal 2010 compared with 20.8% in the same period of the prior fiscal year. As previously noted, higher organic service segment revenue drove the margin expansion.

Operating expenses were $7.8 million in the first six months of fiscal 2010, slightly lower than the $7.9 million reported in the same period of the prior fiscal year. Year-over-year strategic investments in

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Four – October 26, 2009

sales and marketing for the service segment and wind energy industry were more than offset by cost control measures and reductions in performance-based management compensation. Operating income in the first six months of fiscal 2010 was $0.2 million, or 0.6% of net revenue, compared with $1.1 million, or 3.1% of net revenue, in the first six months of fiscal 2009.

Net income was $0.1 million, or $0.01 per diluted share, for the first six months of fiscal 2010 compared with $0.7 million, or $0.09 per diluted share, for the same period of the prior fiscal year.

Balance Sheet and Cash Management

Net cash generated from operations was $3.5 million in the first six months of fiscal 2010 compared with $1.0 million in the same period of the prior fiscal year. The incremental cash was used to repay long-term debt which decreased to $1.6 million at September 26, 2009, compared with $2.2 million at June 27, 2009 and $3.6 million at March 28, 2009.

At September 26, 2009, accounts payable were $7.0 million compared with $4.7 million at March 28, 2009. The increase was due to inventory purchases in September in anticipation of increased demand in the second half of fiscal 2010.

Capital expenditures were $0.6 million in the first six months of fiscal 2010 and were primarily used for additional laboratory capabilities. This is relatively flat when compared with the same period of the prior fiscal year. Transcat expects capital spending for fiscal 2010 to be approximately $1.0 million. During the second quarter of fiscal 2010, Transcat made additional payments to the former owner of Westcon totaling $1.1 million based on the terms of the acquisition agreement.

Expectations for Stronger Second Half Weighted in the Fourth Quarter of Fiscal 2010

Mr. Hadeed concluded, “We feel that the economic environment is beginning to stabilize as we head into the second half of our fiscal year. We are cautiously optimistic that things will continue to improve, which should result in our second half being stronger than the first. It is still too early for us to define how wind energy sales will affect our overall business, though we feel product sales to wind energy customers should continue to be strong. Our solid cash flow generation and balance sheet will allow us to continue to make prudent and strategic investments in our infrastructure and people, so that we can maintain our focus on the execution of our long-term strategy.”

ABOUT TRANSCAT

Transcat, Inc. is a leading global distributor of professional grade handheld test and measurement instruments and accredited provider of calibration, parts inspection, production model engineering and repair services primarily for the pharmaceutical and FDA-regulated, industrial manufacturing, energy and utilities, chemical process, and other industries. Through its distribution products segment, Transcat markets and distributes national and proprietary brand instruments to over 13,000 global customers. The Company offers access to more than 25,000 test and measurement instruments. Transcat delivers precise, reliable, fast calibration, parts inspection, production model engineering and repair services across the United States, Canada and Puerto Rico through its 12 strategically located Calibration Centers of Excellence. Transcat’s calibration laboratories are ISO-9001:2000 registered and the scope of accreditation to ISO/IEC 17025 is believed to be one of the broadest in the industry.

Transcat’s growth strategy is to expand both its distribution products and calibration services in markets that value product breadth and availability and rely on accredited calibration services to maintain the integrity of their processes.

More information about Transcat can be found on its website at: www.transcat.com

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words. All statements addressing operating performance, events, or developments that Transcat, Inc. expects or anticipates will occur in the future, including but not limited

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Five – October 26, 2009

to statements relating to anticipated revenue, profit margins, sales operations, its strategy to build its sales representative channel, customer preferences and changes in market conditions in the industries in which Transcat operates are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties are more fully described in Transcat’s Annual and Quarterly Reports filed with the Securities and Exchange Commission, including under the heading entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

For more information contact:
John Zimmer, Chief Financial Officer
Phone: (585) 352-7777 Email: jzimmer@transcat.com
- -OR-
Deborah Pawlowski, Investor Relations
Phone: (716) 843-3908 Email: dpawlowski@keiadvisors.com

FINANCIAL TABLES FOLLOW.

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Six – October 26, 2009

TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)

	(Unaudited)				(Unaudited)
	Second Quarter Ended				Six Months Ended
	September 26,		September 27,		September 26,		September 27,
	2009		2008		2009		2008
Product Sales	$	11,970	$	12,959	$	23,238	$	25,270
Service Revenue		6,525		5,651		12,465		11,193
Net Revenue		18,495		18,610		35,703		36,463
Cost of Products Sold		9,308		9,594		17,930		18,543
Cost of Services Sold		5,057		4,481		9,800		8,860
Total Cost of Products and Services Sold		14,365		14,075		27,730		27,403
Gross Profit		4,130		4,535		7,973		9,060
Selling, Marketing and Warehouse Expenses		2,449		2,148		5,008		4,743
Administrative Expenses		1,345		1,648		2,745		3,190
Total Operating Expenses		3,794		3,796		7,753		7,933
Operating Income		336		739		220		1,127
Interest Expense		11		28		25		27
Other Expense, net		17		4		32		12
Total Other Expense		28		32		57		39
Income Before Income Taxes		308		707		163		1,088
Provision for Income Taxes		120		277		64		430
Net Income	$	188	$	430	$	99	$	658
Basic Earnings Per Share	$	0.03	$	0.06	$	0.01	$	0.09
Average Shares Outstanding		7,402		7,282		7,396		7,239
Diluted Earnings Per Share	$	0.02	$	0.06	$	0.01	$	0.09
Average Shares Outstanding		7,611		7,511		7,609		7,453

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Seven – October 26, 2009

TRANSCAT, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share data)

	(Unaudited)
	September 26,			March 28,
	2009			2009
ASSETS
Current Assets:
Cash	$	36		$	59
Accounts Receivable, less allowance for doubtful accounts of $100 and $75 as of September 26, 2009 and March 28, 2009, respectively		8,279			8,981
Other Receivables		510			119
Inventory, net		4,865			4,887
Prepaid Expenses and Other Current Assets		1,024			774
Deferred Tax Asset		482			380
Total Current Assets		15,196			15,200
Property and Equipment, net		4,157			4,174
Goodwill		9,016			7,923
Intangible Asset, net		996			1,091
Deferred Tax Asset		608			635
Other Assets		385			368
Total Assets	$	30,358		$	29,391
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	7,038		$	4,748
Accrued Compensation and Other Liabilities		1,787			1,757
Income Taxes Payable		94			215
Total Current Liabilities		8,919			6,720
Long-Term Debt		1,592			3,559
Other Liabilities		568			493
Total Liabilities		11,079			10,772
Shareholders’ Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,682,617 and 7,656,358 shares issued as of September 26, 2009 and March 28, 2009, respectively; 7,406,835 and 7,380,576 shares outstanding as of September 26, 2009 and March 28, 2009, respectively		3,841			3,828
Capital in Excess of Par Value		9,082			8,606
Accumulated Other Comprehensive Income		392			320
Retained Earnings		6,952			6,853
Less: Treasury Stock, at cost, 275,782 shares as of September 26, 2009 and March 28, 2009		(988	)		(988	)
Total Shareholders’ Equity		19,279			18,619
Total Liabilities and Shareholders’ Equity	$	30,358		$	29,391

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Eight – October 26, 2009

TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

	(Unaudited)
	Second Quarter Ended
	September 26,			September 27,
	2009			2008
Cash Flows from Operating Activities:
Net Income	$	99		$	658
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Deferred Income Taxes		(68	)		55
Depreciation and Amortization		959			772
Provision for Accounts Receivable and Inventory Reserves		25			84
Stock-Based Compensation Expense		370			355
Changes in Assets and Liabilities:
Accounts Receivable and Other Receivables		333			654
Inventory		27			(40	)
Prepaid Expenses and Other Assets		(511	)		(710	)
Accounts Payable		2,290			(269	)
Accrued Compensation and Other Liabilities		114			(601	)
Income Taxes Payable		(131	)		45
Net Cash Provided by Operating Activities		3,507			1,003
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(603	)		(587	)
Payments of Contingent Consideration		(1,093	)		–
Purchase of Westcon, Inc., net of cash acquired		–			(4,625	)
Net Cash Used in Investing Activities		(1,696	)		(5,212	)
Cash Flows from Financing Activities:
Revolving Line of Credit, net		(1,955	)		4,026
Payments on Other Debt Obligations		(12	)		–
Issuance of Common Stock		109			119
Excess Tax Benefits Related to Stock-Based Compensation		10			41
Net Cash (Used in) Provided by Financing Activities		(1,848	)		4,186
Effect of Exchange Rate Changes on Cash		14			(1	)
Net Decrease in Cash		(23	)		(24	)
Cash at Beginning of Period		59			208
Cash at End of Period	$	36		$	184

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Nine – October 26, 2009

TRANSCAT INC.
FISCAL 2010 SECOND QUARTER
ADDITIONAL INFORMATION

BUSINESS SEGMENT DATA
(Dollars in thousands)

	(Unaudited)			(Unaudited)
	Quarter ended			Quarter ended
	September 26, 2009			September 27, 2008			$ Change			% Change
Products
Net sales	$	11,970		$	12,959		$	(989	)		(7.6	%)
Gross profit		2,662			3,365			(703	)		(20.9	%)
Margin		22.2	%		26.0	%
Operating income		364			1,071			(707	)		(66.0	%)
Margin		3.0	%		8.3	%
Services
Net revenue	$	6,525		$	5,651		$	874			15.5	%
Gross profit		1,468			1,170			298			25.5	%
Margin		22.5	%		20.7	%
Operating loss		(28	)		(332	)		304			91.6	%
Margin		(0.4	%)		(5.9	%)
Consolidated
Net revenue	$	18,495		$	18,610		$	(115	)		(0.6	%)
Gross profit		4,130			4,535			(405	)		(8.9	%)
Margin		22.3	%		24.4	%
Operating income		336			739			(403	)		(54.5	%)
Margin		1.8	%		4.0	%

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Ten – October 26, 2009

TRANSCAT INC.
FISCAL 2010 SIX MONTHS
ADDITIONAL INFORMATION

BUSINESS SEGMENT DATA
(Dollars in thousands)

	(Unaudited)			(Unaudited)
	Six months ended			Six months ended
	September 26, 2009			September 27, 2008			$ Change			% Change
Products
Net sales	$	23,238		$	25,270		$	(2,032	)		(8.0	%)
Gross profit		5,308			6,727			(1,419	)		(21.1	%)
Margin		22.8	%		26.6	%
Operating income		660			2,019			(1,359	)		(67.3	%)
Margin		2.8	%		8.0	%
Services
Net revenue	$	12,465		$	11,193		$	1,272			11.4	%
Gross profit		2,665			2,333			332			14.2	%
Margin		21.4	%		20.8	%
Operating loss		(440	)		(892	)		452			50.7	%
Margin		(3.5	%)		(8.0	%)
Consolidated
Net revenue	$	35,703		$	36,463		$	(760	)		(2.1	%)
Gross profit		7,973			9,060			(1,087	)		(12.0	%)
Margin		22.3	%		24.8	%
Operating income		220			1,127			(907	)		(80.5	%)
Margin		0.6	%		3.1	%

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Eleven – October 26, 2009

TRANSCAT INC.
ADDITIONAL INFORMATION

PRODUCT SEGMENT SALES BY MARKET CHANNEL
(Amounts in thousands)
(Unaudited)

	FY 2010
					FY 2010		% of
	Q1		Q2		YTD Total		Total
Direct	$	9,069	$	10,079	$	19,148		82.4	%
Reseller		2,028		1,724		3,752		16.1	%
Freight Billed to Customers		171		167		338		1.5	%
Total Product Sales	$	11,268	$	11,970	$	23,238

	FY 2009
									FY 2009		% of
	Q1		Q2		Q3		Q4		Total		Total
Direct	$	10,074	$	10,051	$	11,147	$	10,140	$	41,412		80.4	%
Reseller		2,039		2,699		2,675		1,906		9,319		18.1	%
Freight Billed to Customers		198		209		173		169		749		1.5	%
Total Product Sales	$	12,311	$	12,959	$	13,995	$	12,215	$	51,480

PRODUCT SEGMENT SALES PER BUSINESS DAY
(Dollars in thousands)
(Unaudited)

	FY 2010
									FY 2010
	Q1		Q2						YTD Total
Number of business days		64		63						127
Total product sales	$	11,268	$	11,970					$	23,238
Sales per day	$	176	$	190					$	183
	FY 2009
									FY 2009
	Q1		Q2		Q3		Q4		Total
Number of business days		64		63		62		64		253
Total product sales	$	12,311	$	12,959	$	13,995	$	12,215	$	51,480
Sales per day	$	192	$	206	$	226	$	191	$	203

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Transcat Reports Second Quarter Fiscal 2010 Financial Results
Page Twelve – October 26, 2009

PRODUCT SEGMENT SALES BY REGION
(Amounts in thousands)
(Unaudited)

	FY 2010
					FY 2010		% of
	Q1		Q2		YTD Total		Total
United States	$	9,349	$	9,713	$	19,062		82.0	%
Canada		637		773		1,410		6.1	%
Other International		1,111		1,317		2,428		10.4	%
Freight Billed to Customers		171		167		338		1.5	%
Total	$	11,268	$	11,970	$	23,238

	FY 2009
									FY 2009		% of
	Q1		Q2		Q3		Q4		Total		Total
United States	$	9,484	$	10,066	$	11,540	$	9,853	$	40,943		79.5	%
Canada		784		999		866		797		3,446		6.7	%
Other International		1,845		1,685		1,416		1,396		6,342		12.3	%
Freight Billed to Customers		198		209		173		169		749		1.5	%
Total	$	12,311	$	12,959	$	13,995	$	12,215	$	51,480

SERVICE SEGMENT REVENUE BY TYPE
(Amounts in thousands)
(Unaudited)

	FY 2010
					FY 2010		% of
	Q1		Q2		YTD Total		Total
Depot/On-site	$	4,710	$	5,045	$	9,755		78.3	%
Outsourced		1,079		1,319		2,398		19.2	%
Freight Billed to Customers		151		161		312		2.5	%
Total Service Revenue	$	5,940	$	6,525	$	12,465

	FY 2009
									FY 2009
	Q1		Q2		Q3		Q4		Total		% of Total
Depot/On-site	$	4,478	$	4,441	$	4,705	$	5,482	$	19,106		79.8	%
Outsourced		911		1,065		1,093		1,064		4,133		17.3	%
Freight Billed to Customers		153		145		199		203		700		2.9	%
Total Service Revenue	$	5,542	$	5,651	$	5,997	$	6,749	$	23,939

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