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) May 20, 2010

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))

Item 2.02 Results of Operations and Financial Condition.

     On May 20, 2010, Transcat, Inc. (the “Company”) issued a press release regarding its financial results for its fiscal year 2010 fourth quarter and year ended March 27, 2010.

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

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     On April 5, 2010, the Compensation Committee of the Board of Directors of the Company approved an out-of-formula incentive cash bonus for John J. Zimmer, the Company’s Vice President of Finance and Chief Financial Officer, under the Company’s Performance Incentive Plan for the year ended March 27, 2010. The Compensation Committee’s approval of Mr. Zimmer’s adjusted incentive cash bonus, which reflects an out-of-formula increase of approximately 11.2%, was subject to the Company’s release of its financial results for the year ended March 27, 2010 provided such results were consistent with the results presented to the Compensation Committee.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
99.1	Transcat, Inc. Press Release dated May 20, 2010

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: May 21, 2010	By:	/s/ John J. Zimmer
		John J. Zimmer
		Vice President of Finance and Chief Financial Officer

EX-99.1

Exhibit 99.1

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

Transcat Reports 46.2% Increase in Operating Income on Record Net Revenue for Fourth Quarter Fiscal 2010

• Product sales increased 20.5% and generated $0.7 million in operating profit

• Service segment revenue grew 30.6% and generated $0.6 million in operating profit

• Net income increased by 56.3% to $0.9 million

• Significant liquidity: Generated $5.6 million in cash from operations in fiscal 2010

ROCHESTER, NY, May 20, 2010 – Transcat, Inc. (Nasdaq: TRNS), a leading global distributor of professional grade handheld test and measurement instruments and accredited provider of calibration, repair and weighing system services, today reported financial results for its 2010 fiscal fourth quarter ended March 27, 2010.

Net revenue in the fourth quarter of fiscal 2010 was $23.5 million, an increase of 24.1% when compared with net revenue of $19.0 million in the fourth quarter of fiscal 2009. Service segment net revenue, which represented 37.5% of total net revenue, increased $2.1 million, or 30.6%, to $8.8 million in the fourth quarter of fiscal 2010, when compared with net revenue of $6.7 million in the prior year fourth quarter. Product segment net sales, representing the Company’s distribution business, were $14.7 million for the fourth quarter of fiscal 2010, an increase of $2.5 million, or 20.5%, when compared with net sales of $12.2 million in the same period of the prior fiscal year.

Net income was $0.9 million, or $0.12 per diluted share, in the fourth quarter of fiscal 2010, an increase from net income of $0.6 million, or $0.07 per diluted share, for the same period of the prior fiscal year. Net income was positively impacted by increased operating profits in excess of 40% in both of the Company’s Product and Service segments.

Charles P. Hadeed, President, CEO and COO of Transcat, commented, “We delivered outstanding results for the fourth quarter of fiscal 2010, reflective of the inherent strength of Transcat’s business strategy. The depth of our product and service offerings, coupled with our operational discipline, positioned us to better withstand a challenging macroeconomic environment, and to ultimately continue to build on the evidence of economic recovery we saw initiated in our third quarter.” Mr. Hadeed added, “Fourth quarter net revenue of $23.5 million is a record for the Company. Gross margin expansion in our Product segment and increased service volume were leveraged into significantly stronger operating and net income.”

Fourth Quarter Fiscal 2010 Review

On January 27, 2010, the Company acquired United Scale & Engineering Corporation (“United”), which is headquartered in Milwaukee, WI, with locations in Madison and Green Bay. United is Wisconsin’s largest independent supplier and servicer of industrial scales and weighing systems, serving Wisconsin, Northern Illinois and Upper Michigan. Strategically, the acquisition expands Transcat’s footprint in the Midwest and provides an additional cash-generating business. The Company’s results for the fourth quarter of fiscal 2010 include eight weeks of operations for United.

In the fourth quarter of fiscal 2010, gross profit was $6.4 million, or 27.3% of net revenue, compared with $5.0 million, or 26.6% of net revenue, in the same period of the prior fiscal year. Both the Product and Service segments contributed to the increase in gross profit, with respective increases of 29.1% and 25.4% for the quarter.

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 2 – May 20, 2010

The Company increased service gross profit by $0.5 million, inclusive of a $0.4 million incremental increase in performance-based management bonus and profit sharing expense in cost of services sold, in the fourth quarter of fiscal 2010. The Company’s management bonus and profit sharing programs, which compensate employees on an annual basis based upon achievement of company objectives, were negatively impacted in fiscal 2009 due to the unanticipated and dramatic decline of the economy in the latter part of the fiscal year.

Selling, marketing and warehouse expenses increased $0.6 million, or 24.7%, to $3.2 million in the fourth quarter of fiscal 2010 when compared with the same period of the prior fiscal year. Administrative expenses increased $0.3 million, or 21.0%, in the fourth quarter. These increases were primarily related to incremental management bonus and profit sharing expense in the fourth quarter of fiscal 2010 compared with the same period of the prior year. As a percentage of net revenue, total operating expenses held steady at 13% and 8%, respectively, reflecting the Company’s continued commitment to contain costs.

Operating income for the fourth quarter of fiscal 2010 was $1.4 million, or 5.8% of net revenue, an increase of 46.2% when compared with $0.9 million, or 4.9% of net revenue, in the fourth quarter of fiscal 2009. The increase was primarily the result of higher gross profit in both the Service and Product segments. The effective tax rate in the fourth quarter of fiscal 2010 was 35.4%.

Product and Service Segment Review

Transcat is uniquely positioned to serve the pharmaceutical and FDA-regulated, energy/utility and chemical process industries as well as industrial manufacturing and other industries through its ability to bundle a broad variety of premium grade, handheld test and measurement instruments with quality calibration services and repair capabilities 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, its 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. Transcat’s recent acquisition of United has provided entry into both the distribution and service segments of the industrial scale and weighing systems marketplace in the Wisconsin, Northern Illinois and Upper Michigan areas and strengthens its geographic presence in the Midwest.

Product Segment

Through its Product segment, Transcat markets and distributes national and proprietary brand instruments to nearly 14,000 global customers. The Company offers access to more than 25,000 test and measurement instruments. The Product segment primarily uses direct mail marketing and the Company’s website to market to end-users as well as to resellers.

Product segment net sales increased $2.5 million, or 20.5%, to $14.7 million in the fourth quarter of fiscal 2010 compared with $12.2 million in the same period of the prior fiscal year. The growth was driven by increased customer demand as the economy continued to recover. Overall, the total volume of orders placed in the fourth quarter of fiscal 2010 increased by 17.9% from the same period of the prior fiscal year. In addition, the Company reduced the outstanding balance of pending product shipments by $0.8 million from the end of the third quarter of fiscal 2010 to the end of the fourth quarter of by early recognition of the need to accelerate purchases to make up for extended lead times from manufacturers.

Average Product segment sales per day were $230 thousand in the fourth quarter of fiscal 2010 compared with $191 thousand in the same period of the prior fiscal year. Sales of the Company’s products over its website increased 6.2% to $1.2 million in the fourth quarter of fiscal 2010 compared with $1.1 million in the same period of the prior fiscal year.

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 3 – May 20, 2010

Product segment gross profit in the fourth quarter of fiscal 2010 was $3.8 million, or 25.7% of net product sales, compared with $2.9 million, or 24.0% of net product sales, in the fourth 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 primary driver of the 170 basis point increase in gross margin in the fourth quarter of fiscal 2010 compared with the same period of the prior fiscal year was $0.2 million in earned vendor point-of-sale rebates. Vendor point-of-sale rebates are based on Product segment sales growth on a year-over-year basis. The Company did not qualify for this type of rebate in the fourth quarter of fiscal 2009.

Product segment operating income was $0.7 million, or 5.1% of net product sales, in the fourth quarter of fiscal 2010 compared with $0.5 million, or 4.1% of net product sales, in the same period of the prior fiscal year.

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 145,000 calibrations at its 12 Calibration Centers of Excellence or at its customers’ locations.

Service segment net revenue was $8.8 million in the fourth quarter of fiscal 2010, a $2.1 million, or 30.6% increase, compared with $6.7 million in the same period of the prior fiscal year. During the fourth quarter of fiscal 2010, services provided to the wind energy industry were $1.0 million, an increase of $0.9 million when compared with $0.1 million in the fourth quarter of fiscal 2009. Revenue from the wind energy industry represented 11.8% of total service revenue for the fourth quarter of fiscal 2010. In addition, revenue generated from the Company’s traditional Service segment customer base increased by $0.9 million, primarily as a result of the expansion of our existing customer base. The United acquisition contributed $0.3 million in Service segment net revenue in the fiscal 2010 fourth quarter.

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 the Company’s chosen scope of capabilities. In the fourth quarter of fiscal 2010, the Company’s staff of technicians generated 75.9% of Service segment revenue, while 21.6% was subcontracted to third-party vendors. The increased percentage of work performed by third-party vendors was primarily attributable to specific services provided to the wind energy industry which fall outside the Company’s current scope of business. The Company will continue to evaluate the need for capital investments that could provide more in-house capabilities for its staff of technicians and reduce the need for third-party vendors in certain instances.

Service segment gross profit in the fourth quarter of fiscal 2010 was $2.6 million, an increase of 25.4% from $2.1 million in the same period of the prior fiscal year. Despite the increase in Service segment gross profit, the Company’s fourth quarter of fiscal 2010 service margin declined 120 basis points when compared with the same period in the prior fiscal year. The primary driver of the service margin decline was the recognition of an incremental $0.4 million in performance-based management bonus and profit sharing expense in the fourth quarter of fiscal 2010. In addition, margin expansion was somewhat limited as third-party vendor calibrations contributed a significant portion of the revenue growth and the incremental revenue from United was primarily offset by associated incremental service costs.

Service segment operating income was $0.6 million for the fourth quarter of fiscal 2010, an improvement of $0.2 million over last year’s fourth quarter operating income.

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 4 – May 20, 2010

Fiscal 2010 Year-End Review

Net revenue for fiscal 2010 was $81.1 million, an increase of 7.5% when compared with net revenue of $75.4 million for fiscal 2009. Fiscal 2010 included eight weeks of operations for United. Fiscal 2009 included thirty-two weeks of operations of Westcon, Inc., which the Company acquired on August 14, 2008.

Product segment net sales were $53.1 million for fiscal 2010, an increase of 3.2% when compared with $51.5 million in the same period of the prior fiscal year. Sales to wind energy customers in fiscal 2010 accounted for 8.8%, or $4.7 million, of net product sales. Product sales generated over the Company’s website were $4.2 million in fiscal 2010, an increase of 13.0% when compared with $3.7 million in fiscal 2009.

Service segment net revenue of $27.9 million in fiscal 2010 increased 16.6% compared with net revenue of $23.9 million in fiscal 2009. Approximately 7.6% was associated with the wind energy industry.

Gross margin was 23.8% for fiscal 2010 compared with 24.9% in fiscal 2009. Product segment gross margin was 23.4% and 25.4% for fiscal years 2010 and 2009, respectively. The year-over-year decrease was primarily a result of aggressive pricing during the economic recession. Service segment gross margin was 24.5% in fiscal 2010 compared with 23.7% in the prior fiscal year. Despite the increase of 80 basis points, margin expansion was somewhat limited during fiscal 2010 due to the volume of revenue growth attributed to third-party vendor repairs and calibrations, primarily to wind energy customers, and incremental performance-based management bonus and profit sharing expense in fiscal 2010.

Operating expenses increased $0.9 million, or 5.3%, in fiscal 2010 when compared with the prior fiscal year. Increased performance-based management bonus and profit sharing expenses contributed $0.6 million, or 73.4% of the overall annual increase. Exclusive of this increase, the remaining year-over-year increase in operating expense was 1.4%, an indication of the Company’s continued commitment to control costs. As a percent of total net revenue, operating expenses declined 40 basis points to 20.9%. Operating income in fiscal 2010 was $2.4 million, or 2.9% of net revenue, a decrease of $0.3 million, compared with $2.7 million, or 3.6% of net revenue, in fiscal 2009. Fiscal 2010 operating income was comprised of $2.3 million of operating income from the Product segment and $0.1 million of operating income from the Service segment. Transcat noted that since 2005, this was the first fiscal year in which the Service segment generated operating income. This was attributable to the Company having achieved a sufficient level of revenue to utilize its calibration capacity developed over the last several years, in order to provide the requisite scale and geographic reach to meet the needs of Fortune 100 level customers.

Total other expense was $0.1 million in fiscal 2010, an improvement of 41.3%, when compared with $0.2 million in the prior year. The decrease was the result of lower interest expense and reduced foreign currency losses.

Net income was $1.5 million, or $0.19 per diluted share, in fiscal 2010, a decrease of $0.1 million compared with $1.6 million, or $0.21 per diluted share, in fiscal 2009.

In reflecting upon fiscal 2010, Mr. Hadeed added, “Looking back over the year, our results clearly show the earnings power of Transcat. Despite macroeconomic challenges, we grew net revenue in both operating segments, and we were profitable throughout the downturn and have emerged stronger, due to our operating and fiscal discipline. Year-over-year first half comparisons were obviously unfavorably impacted by the economy, while our year-over-year second half reflected solid performance resulting in record net revenue in the fourth quarter. The growing contribution from our strategic investments in the wind energy industry mitigated some of the economic effects in the first half and strengthened our results in the second. We continued to make appropriate investments to support our growth plans, including our acquisition of United and capital investments to further develop our technical capabilities. Importantly, we funded these investments in measurable part with cash generated from operations.”

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 5 – May 20, 2010

Balance Sheet and Cash Management

Net cash generated from operations was $5.6 million in fiscal 2010 compared with $3.8 million in the prior fiscal year. The incremental cash was used to repay long-term debt, which decreased by $1.0 million during the fiscal year. In the fourth quarter of fiscal 2010, $1.9 million was used to acquire United. In the third quarter of fiscal 2010, the Company used $0.6 million for the repurchase of 143,000 shares of common stock from the beneficiaries of a former Board member’s estate at a price of $4.45 per share. In addition, $1.1 million of the cash generated was used in the second quarter of fiscal 2010 to make a contingent payment relating to the Company’s acquisition of Westcon, Inc., as certain revenue and gross profit criteria were achieved under the terms of that acquisition.

Capital expenditures were $1.1 million in fiscal 2010 and were primarily used for additional laboratory capabilities and information technology. This was a decrease of $0.6 million when compared with the capital expenditures in fiscal 2009.

Inventory at the end of fiscal 2010 was $5.9 million, an increase of $0.3 million when compared with the $5.6 million of inventory at the end of the third quarter of fiscal 2010 and an increase of $1.0 million compared to the inventory at the end of fiscal 2009. The increase was partly due to inventory acquired in the acquisition of United as well as a strategic decision made by the Company to maintain higher inventory levels of specific, higher-volume products, in support of greater sales growth and in an effort to reduce future backorder issues similar to those experienced at times during fiscal 2010.

Expectations for Fiscal 2011

Mr. Hadeed concluded, “With an expanded service capability and product portfolio, Transcat is strategically positioned to further capitalize on the industry’s requirements for high quality calibration and repair services and a convenient, cost-competitive source for a broad inventory of handheld test and measurement equipment. Looking ahead to fiscal 2011, we anticipate that our quarterly performance should result in strong first half comparisons that will moderate in the second half to be more in line with our previously communicated organic growth rates of low to mid single digit growth in our Product segment and low double digit growth in our Service segment. More significantly, we expect that as our top line expands, we will continue to realize the significant leverage available in our Service segment and our bottom line should expand at an appreciably greater rate. Capital spending, excluding any potential acquisitions, is expected to be in the range of $1.5 million to $2.0 million in fiscal 2011.”

ABOUT TRANSCAT

Transcat, Inc. is a leading global distributor of professional grade handheld test and measurement instruments and accredited provider of calibration and repair services primarily for the pharmaceutical and FDA-regulated, industrial manufacturing, energy and utilities, chemical manufacturing, and other industries. Through its distribution products segment, Transcat markets and distributes national and proprietary brand instruments to nearly 14,000 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 recent acquisition of United has also provided entry into both the Distribution and Service segments of the industrial scales and weighing systems marketplace in the Wisconsin, Northern Illinois and Upper Michigan areas.

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

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 6 – May 20, 2010

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 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 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 7 – May 20, 2010

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

	(Unaudited)
	Fourth Quarter Ended						For the Years Ended
	March 27,			March 28,			March 27,		March 28,
	2010			2009			2010		2009
Product Sales	$	14,719		$	12,215		$	53,143	$	51,480
Service Revenue		8,816			6,749			27,918		23,939
Net Revenue		23,535			18,964			81,061		75,419
Cost of Products Sold		10,932			9,281			40,701		38,410
Cost of Services Sold		6,172			4,641			21,066		18,261
Total Cost of Products and Services Sold		17,104			13,922			61,767		56,671
Gross Profit		6,431			5,042			19,294		18,748
Selling, Marketing and Warehouse Expenses		3,151			2,526			10,682		9,935
Administrative Expenses		1,910			1,579			6,231		6,127
Total Operating Expenses		5,061			4,105			16,913		16,062
Operating Income		1,370			937			2,381		2,686
Interest Expense		29			30			63		100
Other (Income) Expense, net		(4	)		(1	)		35		67
Total Other Expense		25			29			98		167
Income Before Income Taxes		1,345			908			2,283		2,519
Provision for Income Taxes		476			352			832		963
Net Income	$	869		$	556		$	1,451	$	1,556
Basic Earnings Per Share	$	0.12		$	0.08		$	0.20	$	0.21
Average Shares Outstanding		7,279			7,381			7,352		7,304
Diluted Earnings Per Share	$	0.12		$	0.07		$	0.19	$	0.21
Average Shares Outstanding		7,476			7,521			7,549		7,469

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 8 – May 20, 2010

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

	March 27,			March 28,
	2010			2009
ASSETS
Current Assets:
Cash	$	123		$	59
Accounts Receivable, less allowance for doubtful accounts of $82 and $75 as of March 27, 2010 and March 28, 2009, respectively		11,439			8,981
Other Receivables		418			119
Inventory, net		5,906			4,887
Prepaid Expenses and Other Current Assets		915			774
Deferred Tax Asset		566			380
Total Current Assets		19,367			15,200
Property and Equipment, net		4,163			4,174
Goodwill		10,038			7,923
Intangible Assets, net		1,234			1,091
Deferred Tax Asset		533			635
Other Assets		378			368
Total Assets	$	35,713		$	29,391
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	8,798		$	4,748
Accrued Compensation and Other Liabilities		3,171			1,757
Income Taxes Payable		251			215
Total Current Liabilities		12,220			6,720
Long-Term Debt		2,532			3,559
Other Liabilities		704			493
Total Liabilities		15,456			10,772
Shareholders’ Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,698,450 and 7,656,358 shares issued as of March 27, 2010 and March 28, 2009, respectively; 7,279,668 and 7,380,576 shares outstanding as of March 27, 2010 and March 28, 2009, respectively		3,849			3,828
Capital in Excess of Par Value		9,357			8,606
Accumulated Other Comprehensive Income		382			320
Retained Earnings		8,304			6,853
Less: Treasury Stock, at cost, 418,782 and 275,782 shares as of March 27, 2010 and March 28, 2009, respectively		(1,635	)		(988	)
Total Shareholders’ Equity		20,257			18,619
Total Liabilities and Shareholders’ Equity	$	35,713		$	29,391

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 9 – May 20, 2010

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

	For the Years Ended
	March 27,			March 28,
	2010			2009
Cash Flows from Operating Activities:
Net Income	$	1,451		$	1,556
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Deferred Income Taxes		35			246
Depreciation and Amortization		2,080			1,897
Provision for Accounts Receivable and Inventory Reserves		133			304
Stock-Based Compensation Expense		579			666
Changes in Assets and Liabilities:
Accounts Receivable and Other Receivables		(2,453	)		1,418
Inventory		(669	)		836
Prepaid Expenses and Other Assets		(707	)		(694	)
Accounts Payable		3,639			(1,585	)
Accrued Compensation and Other Liabilities		1,529			(789	)
Income Taxes Payable		32			(39	)
Net Cash Provided by Operating Activities		5,649			3,816
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(1,128	)		(1,775	)
Payments of Contingent Consideration		(1,094	)		–
Business Acquisitions, net of cash acquired		(1,917	)		(5,641	)
Net Cash Used in Investing Activities		(4,139	)		(7,416	)
Cash Flows from Financing Activities:
Revolving Line of Credit, net		(1,001	)		3,199
Payments on Other Debt Obligations		(26	)		(10	)
Issuance of Common Stock		201			239
Repurchase of Common Stock		(647	)		–
Excess Tax Benefits Related to Stock-Based Compensation		4			44
Net Cash (Used in) Provided by Financing Activities		(1,469	)		3,472
Effect of Exchange Rate Changes on Cash		23			(21	)
Net Increase (Decrease) in Cash		64			(149	)
Cash at Beginning of Period		59			208
Cash at End of Period	$	123		$	59

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 10 – May 20, 2010

TRANSCAT INC.
FISCAL 2010 FOURTH QUARTER
ADDITIONAL INFORMATION

Business Segment Data
(Dollars in thousands)

	(Unaudited)			(Unaudited)
	Quarter ended			Quarter ended			$		%
	March 27, 2010			March 28, 2009			Change		Change
Products
Net sales	$	14,719		$	12,215		$	2,504		20.5	%
Gross profit		3,787			2,934			853		29.1	%
Margin		25.7	%		24.0	%
Operating income		746			504			242		48.0	%
Margin		5.1	%		4.1	%
Services
Net revenue	$	8,816		$	6,749		$	2,067		30.6	%
Gross profit		2,644			2,108			536		25.4	%
Margin		30.0	%		31.2	%
Operating income		624			433			191		44.1	%
Margin		7.1	%		6.4	%
Consolidated
Net revenue	$	23,535		$	18,964		$	4,571		24.1	%
Gross profit		6,431			5,042			1,389		27.5	%
Margin		27.3	%		26.6	%
Operating income		1,370			937			433		46.2	%
Margin		5.8	%		4.9	%

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 11 – May 20, 2010

TRANSCAT INC.
FISCAL YEAR 2010
ADDITIONAL INFORMATION

Business Segment Data
(Dollars in thousands)

	Year ended			Year ended
	March 27, 2010			March 28, 2009			$ Change			% Change
Products
Net sales	$	53,143		$	51,480		$	1,663			3.2	%
Gross profit		12,442			13,070			(628	)		(4.8	%)
Margin		23.4	%		25.4	%
Operating income		2,287			3,448			(1,161	)		(33.7	%)
Margin		4.3	%		6.7	%
Services
Net revenue	$	27,918		$	23,939		$	3,979			16.6	%
Gross profit		6,852			5,678			1,174			20.7	%
Margin		24.5	%		23.7	%
Operating Income (loss)		94			(762	)		856			112.3	%
Margin		0.3	%		(3.2	%)
Consolidated
Net revenue	$	81,061		$	75,419		$	5,642			7.5	%
Gross profit		19,294			18,748			546			2.9	%
Margin		23.8	%		24.9	%
Operating income		2,381			2,686			(305	)		(11.4	%)
Margin		2.9	%		3.6	%

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Transcat Reports 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 12 – May 20, 2010

TRANSCAT INC.
ADDITIONAL INFORMATION

In the following tables, certain customers have been reclassified in prior periods to conform to the current period presentation

PRODUCTS SEGMENT SALES BY MARKET CHANNEL

(Amounts in thousands)
(Unaudited)

	FY 2010
									FY 2010		% of
	Q1		Q2		Q3		Q4		YTD Total		Total
Direct	$	8,469	$	9,282	$	10,757	$	11,072	$	39,580		74.5	%
Reseller		2,628		2,521		4,226		3,411		12,786		24.1	%
Freight Billed to Customers		171		167		203		236		777		1.5	%
Total Product Sales	$	11,268	$	11,970	$	15,186	$	14,719	$	53,143

	FY 2009
									FY 2009		% of
	Q1		Q2		Q3		Q4		YTD Total		Total
Direct	$	9,117	$	9,209	$	10,175	$	9,408	$	37,909		73.6	%
Reseller		2,996		3,541		3,647		2,638		12,822		24.9	%
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 SALES PER BUSINESS DAY

(Dollars in thousands)
(Unaudited)

	FY 2010
									FY 2010
	Q1		Q2		Q3		Q4		YTD Total
Number of business days		64		63		61		64		252
Total product sales	$	11,268	$	11,970	$	15,186	$	14,719	$	53,143
Sales per day	$	176	$	190	$	249	$	230	$	211

	FY 2009
									FY 2009
	Q1		Q2		Q3		Q4		YTD 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 46.2% Increase in Operating Income on Record Net
Revenue for Fourth Quarter Fiscal 2010
Page 13 – May 20, 2010

PRODUCTS SEGMENT SALES BY REGION

(Amounts in thousands)
(Unaudited)

	FY 2010
									FY 2010		% of
	Q1		Q2		Q3		Q4		YTD Total		Total
United States	$	9,732	$	10,324	$	13,121	$	12,410	$	45,587		85.8	%
Canada		811		872		1,164		1,515		4,362		8.2	%
Other International		554		607		698		558		2,417		4.5	%
Freight Billed to Customers		171		167		203		236		777		1.5	%
Total	$	11,268	$	11,970	$	15,186	$	14,719	$	53,143

	FY 2009
									FY 2009		% of
	Q1		Q2		Q3		Q4		YTD Total		Total
United States	$	10,237	$	10,876	$	12,311	$	10,444	$	43,868		85.2	%
Canada		955		959		998		889		3,801		7.4	%
Other International		921		915		513		713		3,062		5.9	%
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
	Q1		Q2		Q3		Q4		YTD Total		% of Total
Depot/On-site	$	4,710	$	5,045	$	4,877	$	6,688	$	21,320		76.4	%
Outsourced		1,079		1,319		1,591		1,907		5,896		21.1	%
Freight Billed to Customers		151		161		169		221		702		2.5	%
Total Service Revenue	$	5,940	$	6,525	$	6,637	$	8,816	$	27,918

	FY 2009
									FY 2009
	Q1		Q2		Q3		Q4		YTD 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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