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 31, 2011    

Transcat, Inc.

(Exact name of registrant as specified in its charter)

Ohio	000-03905	16-0874418
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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:

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

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

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

[    ]     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 October 31, 2011, Transcat, Inc. (the “Company”) issued a press release regarding its financial results for its fiscal year 2012 second quarter ended September 24, 2011.

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

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

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

On November 1, 2011, the Company announced that Lee D. Rudow was named Chief Operating Officer, effective November 14, 2011. With Mr. Rudow’s appointment, the Company will separate out the role of Chief Operating Officer, a position previously held by Charles P. Hadeed in addition to his position as the Company’s President and Chief Executive Officer.

Mr. Rudow, age 47, brings more than 25 years of experience in the calibration services and electronic test and measurement industry and strategic leadership experience to the Company, having held a variety of leadership positions at other leading companies in the electronics equipment and services industry. Prior to joining the Company, from 2008 to 2011, he served as Executive Vice President of Sales and Operations for Simco Electronics. Prior to that, from 2006 to 2008, he was President and Chief Executive Officer of Davis Calibration, Inc. and served as President of its related business and predecessor, Davis Inotek Corp. from 1996 to 2006 and Davis Instruments Corp. from 1986 to 1996, respectively. Mr. Rudow earned his Bachelor of Arts degree in Business Administration from Loyola University.

There was no arrangement or understanding between Mr. Rudow and any other person pursuant to which he was appointed Chief Operating Officer. Since March 28, 2010, there have been no transactions, nor are there any currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a party in which Mr. Rudow, or any member of his immediate family, had, or will have, a direct or indirect material interest. The Company and Mr. Rudow are not parties to an employment agreement.

Mr. Rudow’s annual base salary was set at $250,000 and his target performance-based cash incentive award amount as a percentage of base salary under the Company’s performance incentive plan was set at 50% (which amount will be dependent solely on Company performance). The Company’s performance incentive plan, which is an annual cash incentive program designed to compensate key management members, is described under the heading “Performance-Based Incentive Plan” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 22, 2011. Such description is incorporated herein by reference.

Mr. Rudow was also granted a performance-based restricted stock award, which will be determined and be effective as of November 14, 2011. The shares underlying this performance-based restricted stock award will vest after three years subject to the Company achieving specific cumulative fully-diluted earnings per share objectives over the eligible three-year period ending in fiscal year 2014. Performance-based equity awards are described under the heading “Long-Term Incentive Compensation” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 22, 2011. Such description is incorporated herein by reference.

Mr. Rudow will be subject to the Company’s stock ownership objectives for executive officers and will also be eligible to participate in and/or receive benefits under the Company’s non-qualified deferred compensation program, 401(k) plan, health and welfare plans, including medical, dental and long-term care plans, executive life insurance, short-term disability insurance, and the post-retirement plan for officers.

On November 1, 2011, the Company issued a press release announcing Mr. Rudow’s appointment as Chief Operating Officer. The press release is attached to this Form 8-K as Exhibit 99.2.

Item 8.01        Other Events.

On October 31, 2011, the Board of Directors of the Company adopted a share repurchase plan (the “Repurchase Plan”), which allows the Company to repurchase shares of Company common stock from certain executive officers and directors, subject to certain conditions and limitations. The purpose of the Repurchase Plan is to provide limited liquidity for eligible participants.

Under the Repurchase Plan, the Company may repurchase certain shares presented to the Company for cash to the extent it has sufficient funds to do so, subject to certain conditions and limitations. The Company may repurchase shares on a continuous basis, but may not expend more than $1,000,000 in any fiscal year to repurchase shares under the Repurchase Plan.

The prices per share at which the Company will repurchase shares will be the weighted average price per share at which the shares are trading on the NASDAQ Global Market for the twenty (20) trading days following the Company’s acceptance of a repurchase request.

An executive officer or director may not withdraw a repurchase request once it has been submitted to the Company. The Company will reject an executive officer’s or director’s repurchase request and be under no obligation to repurchase the executive officer’s or director’s shares if: (i) the per share closing price of the shares on the NASDAQ Global Market on the trading day prior to the proposed repurchase date is 15% lower than the repurchase price; (ii) the repurchase of an executive officer’s or director’s shares would result in such executive officer or director failing to meet the applicable minimum stock ownership guidelines of the Company; (iii) in the case of an independent director, the repurchase of the shares would result in excess of $120,000 being paid to such director during any period of twelve (12) consecutive months; (iv) the repurchase would cause an event of default under any credit agreement to which the Company is a party; (v) immediately after the repurchase of the shares, the Company’s assets would be less than its liabilities, plus the Company’s stated capital, if any; (vi) the Company is insolvent or there are reasonable grounds to believe that by such repurchase the Company would be rendered insolvent; or (vii) the repurchase would constitute a violation of applicable law.

The Board of Directors, in its sole discretion, may terminate, amend or suspend the Repurchase Plan at any time.

The full text of the Repurchase Plan is attached to this Form 8-K as Exhibit 10.1.

In addition to adopting the Repurchase Plan, on October 31, 2011, the Board amended Section 4.(a) of the Transcat, Inc. 2009 Insider Stock Sales Plan to provide that the purchase price of the shares to be sold under the plan be based on the weighted average closing price per share rather than the average closing price per share over the twenty (20) trading days prior to the proposed transfer date. No other changes were made to the plan.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Transcat, Inc. Executive Officer and Director Share Repurchase Plan
99.1	Transcat, Inc. Press Release dated October 31, 2011
99.2	Transcat, Inc. Press Release dated November 1, 2011

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: November 4, 2011	By:	/s/ John J. Zimmer
		John J. Zimmer
		Senior Vice President of Finance and Chief Financial Officer

EX-10.1

Exhibit 10.1

TRANSCAT, INC.

EXECUTIVE OFFICER AND DIRECTOR

SHARE REPURCHASE PLAN

October 31, 2011

The Board of Directors (the “Board”) of Transcat, Inc., an Ohio corporation (the “Company”), has adopted this Share Repurchase Plan (the “Repurchase Plan”) by which shares of the Company’s common stock, par value $0.50 per share (“Shares”), may be repurchased by the Company from certain executive officers and directors of the Company identified on Exhibit A subject to certain conditions and limitations. The purpose of this Repurchase Plan is to provide limited liquidity for certain executive officers and directors under the terms, conditions and limitations set forth below. No executive officer or director is required to sell their shares to the Company pursuant to this Repurchase Plan.

1.        Repurchase of Shares.  The Company may, at the Board’s sole discretion, repurchase certain Shares presented to the Company, provided that the Company may not expend more than $1,000,000 in any fiscal year to repurchase Shares pursuant to this Repurchase Plan, for cash to the extent it has sufficient funds to do so and subject to the conditions and limitations set forth herein. Any and all Shares repurchased by the Company shall be canceled, and will have the status of authorized but unissued Shares.

2.        Repurchase Price.  The prices per Share at which the Company will repurchase Shares will be the weighted average price per share at which the Shares are trading on the NASDAQ Global Market for the twenty (20) trading days following the Company’s acceptance of the repurchase request (the “Repurchase Price”).

3.        Repurchase Date.  The Repurchase Date will be the date following the date of the Repurchase Price (the “Repurchase Date”).

4.        Funding and Operation of Repurchase Plan.  The Company may make purchases under the Repurchase Plan, at its sole discretion, as funds allow, the allocation of funds to be utilized for such purposes being subordinated to all other obligations of the Company. The Company may repurchase Shares on a continuous basis.

5.        Executive Officer and Director Requirements.  Only the executive officers or directors of the Company as initially identified on Exhibit A (as may be amended) may request a repurchase, subject to the following conditions and limitations:

a.        Blackout Periods.  No repurchases of Shares will be made during the applicable blackout period contained in the Company’s Insider Trading Policy unless prior approval is obtained by the Company’s legal counsel and Chief Executive Officer (in the case of repurchases involving the Chief Executive Officer, by the Company’s Chairman).

b.        Section 16 Compliance.  Shares that have been purchased by an executive officer or director will not be eligible for repurchase by the Company unless a period of six (6) months has passed from the date of the executive officer’s or director’s last purchase of Shares in accordance with Section 16 of the Securities Exchange Act of 1934, as amended.

c.        No Encumbrances.  All Shares presented for repurchase must be legally and beneficially owned by the executive officer or director making the presentment. Such Shares must be fully transferable, and free and clear of any liens or other encumbrances.

d.        Share Repurchase Request Form.  The presentment of Shares for repurchase must be accompanied by a completed share repurchase request form and, upon acceptance by the Company, stock power, copies of which are attached hereto as Exhibit B, and the original Share certificate(s). All Share certificates must be properly endorsed.

e.        Presentment; Minimum Amount.  All Shares presented for repurchase and all completed share repurchase request forms (accompanied by endorsed Shares) received by the Company (or any transfer agent) will either be fully accepted, partially accepted or rejected at the sole discretion of the Company for repurchase by the Company within ten (10) calendar days of the Company’s receipt of such completed share repurchase request forms. To be eligible for participation, executive officers and directors must present for repurchase a minimum of 5,000 Shares.

f.        Repurchase Request Withdrawal or Rejection.  An executive officer or director may not withdraw a repurchase request once it has been submitted to the Company. The Company will reject an executive officer’s or director’s repurchase request and be under no obligation to repurchase the executive officer’s or director’s Shares if: (i) the per share closing price of the Shares on the NASDAQ Global Market on the trading day prior to the proposed repurchase date is 15% lower than the Repurchase Price; (ii) the repurchase of an executive officer’s or director’s Shares would result in such executive officer or director failing to meet the applicable minimum stock ownership guidelines of the Company; (iii) in the case of an independent director, the repurchase of the Shares would result in excess of $120,000 being paid to such director during any period of twelve (12) consecutive months; (iv) the repurchase would cause an event of default under any credit agreement to which the Company is a party; (v) immediately after the repurchase of the Shares, the Company’s assets would be less than its liabilities, plus the Company’s stated capital, if any; (vi) the Company is insolvent or there are reasonable grounds to believe that by such repurchase the Company would be rendered insolvent; or (vii) the repurchase would constitute a violation of applicable law.

g.        Transfer Agent.  The Company may utilize a transfer agent in connection with the repurchases under this Plan.

h.        Termination of Employment.  An executive officer’s or director’s rights under this Repurchase Plan may continue in the Company’s discretion after such executive officer’s or director’s retirement from the Company, however, an executive officer’s or director’s rights under this Repurchase Plan shall immediately terminate upon the executive officer’s termination of employment, with or without cause, or resignation from the Company, or the director’s removal or resignation from the Board for any reason, unless the Board expressly determines otherwise.

6.        Miscellaneous.

a.        Liability.  The Company or any transfer agent shall not have any liability to any executive officer or director for the value of the executive officer’s or director’s Shares, the repurchase price of the executive officer’s or director’s Shares, or for any damages resulting from the executive officer’s or director’s presentation of his or her Shares, the repurchase of the Shares under this Repurchase Plan or from the Company’s determination not to repurchase Shares under the Repurchase Plan, except as a result of the Company’s or the transfer agent’s gross negligence,

recklessness or violation of applicable law; provided, however, that nothing contained herein shall constitute a waiver or limitation of any rights or claims an executive officer or director may have under federal or state securities laws.

b.        Taxes.  Executive officers and directors shall have complete responsibility for payment of all taxes, assessments, and other applicable obligations resulting from the Company’s repurchase of Shares.

c.        Termination, Amendment or Suspension of Plan.  The Board, in its sole discretion, may terminate, amend or suspend the Repurchase Plan if it determines to do so is in the best interest of the Company.

d.        Non-Assignability.  The rights under this Repurchase Plan may not be assigned by any executive officer or director, unless such assignment is (i) to his or her spouse, children or grandchildren or to a trust solely for the benefit of such executive officer or director, or his or her spouse, children or grandchildren in connection with estate planning purposes; (ii) by operation of law, or (iii) by reason of the death or disability of the executive officer or director. Any assignment in contravention of this section shall be null and void.

e.        Governing Law.  This Repurchase Plan and all matters arising out of or relating to this Repurchase Plan shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule (whether of the State of Ohio or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Ohio.

EX-99.1

Exhibit 99.1

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

Transcat Reports 42% Increase in Net Income on

20% Increase in Net Revenue for Fiscal 2012 Second Quarter

— Net revenue increased 20.4% to $25.2 million; record second quarter revenue driven by a combination of organic and acquisition growth

— Product segment net sales increased 26.0% to $17.0 million; while Service segment net revenue was up 10.3% to $8.2 million

— Net income jumped 41.6% for quarter on expanded margins

ROCHESTER, NY, October 31, 2011 – Transcat, Inc. (Nasdaq: TRNS), a leading distributor of professional grade handheld test and measurement instruments and accredited provider of calibration, repair and other measurement services, today reported financial results for its fiscal 2012 second quarter ended September 24, 2011. Included are the results of the calibration and repair services business of ACA TMetrix Inc. (“TMetrix”), which the Company acquired on November 1, 2010, those of Wind Turbine Tools, Inc. and its affiliated companies (“Wind Turbine Tools”), a premier provider of products and services to the wind energy industry, which the Company acquired effective January 11, 2011, those of CMC Instrument Services, Inc. (“CMC”), a Rochester, New York-based provider of dimensional calibration and repair services, which the Company acquired on April 5, 2011, and those as a result of the Company’s acquisition of Newark Corporation’s calibration service business (“Newark”), a subsidiary of Premier Farnell, PLC, which the Company acquired on September 8, 2011.

Net revenue in the second quarter of fiscal 2012 was $25.2 million, an increase of 20.4% compared with net revenue of $20.9 million in the second quarter of fiscal 2011. Product segment net sales were $17.0 million for the second quarter of fiscal 2012, an increase of 26.0% compared with $13.5 million in the prior fiscal year second quarter. Service segment net revenue, which represented 32.6% of total net revenue, increased 10.3% to $8.2 million in the second quarter of fiscal 2012 compared to $7.4 million in the prior fiscal year second quarter.

Net income was $0.7 million in the second quarter of fiscal 2012, up 41.6% from $0.5 million in the second quarter of fiscal 2011. Diluted earnings per share for the second quarter of fiscal 2012 were $0.10, up from $0.07 in the same period of the prior fiscal year.

Charles P. Hadeed, President, CEO and COO of Transcat, commented, “Our strategy of pursuing both organic and acquired opportunities for growth is clearly demonstrated in the achievement of record net revenue for our second quarter. We had solid performance from both the Product and Service segments, and we are encouraged by the results of our various growth initiatives. Service segment acquisitions are important to our growth, and the successful integration of these operations remains one of our key strengths. Acquisitions have also contributed to our Product segment growth, combined with incrementally adding strong brands to our portfolio. For both segments, our ability to integrate our acquisitions improves with each transaction.”

Strong Top-Line Growth Drives 37% Increase in Operating Income in Fiscal 2012 Second Quarter

Fiscal 2012 second quarter gross profit increased to $6.2 million, or 24.4% of net revenue, compared with $5.0 million, or 23.7% of net revenue, in the prior fiscal year period, reflecting gains in gross profit from both the Product and Service segments of 34.6% and 4.9%, respectively. Total operating expenses increased $0.9 million, or 21.3%, to $4.9 million in the second quarter of fiscal 2012, when compared with the same quarter of the prior fiscal year. The increase reflected higher employee-based

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Transcat Reports 42% Increase in Net Income on	Page 2
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

compensation and investments in sales and marketing initiatives, some of which was offset by co-op advertising reflected in cost of sales. In addition, costs associated with acquiring and integrating Newark’s calibration service business were $0.2 million in the fiscal 2012 second quarter compared with approximately $0.1 million in integration-related expenses in the prior fiscal year period. As a percentage of net revenue, operating expenses were 19.5% and 19.4% in the second quarters of fiscal 2012 and 2011, respectively.

Operating income for the second quarter of fiscal 2012 was $1.2 million, an increase of $0.3 million, or 36.8%, compared with $0.9 million in the second quarter of fiscal 2011. Operating margin improved to 4.9% in the fiscal 2012 second quarter compared with 4.3% in the second quarter of fiscal 2011.

During the second quarter of fiscal 2012, Transcat generated $2.0 million of EBITDA (earnings before interest, taxes, depreciation and amortization), up from $1.4 million for the same period of the prior fiscal year. See Note 1 on page 5 for further description of this non-GAAP financial measure.

The Company’s effective tax rate in the second quarter of fiscal 2012 was 38.0% compared with 39.7% in the second quarter of fiscal 2011. The Company expects its full year effective tax rate will be in the 37% to 39% range.

Product and Service Segment Review

Product Segment: Represents the distribution of professional grade handheld test and measurement instruments business (67.4% of total net revenue for the second quarter of fiscal 2012)

Product segment net sales grew 26.0%, or $3.5 million, to $17.0 million in the second quarter of fiscal 2012 compared with the same period of fiscal 2011, driven by the expansion of the Company’s product portfolio, its effective sales and marketing campaigns and the strengthening of the U.S. economy. Sales to the Company’s direct channel increased $1.8 million, or 18.3%, and included an incremental $0.6 million of products sold to wind energy customers. Wind energy customers accounted for 8.7% and 6.3% of Product segment sales in the second quarters of fiscal 2012 and 2011, respectively, and were aided by the acquisition of Wind Turbine Tools in January 2011. Sales to the Company’s reseller channel increased by $1.7 million when compared with the second quarter of fiscal 2011, and were strengthened by targeted high volume, opportunistic orders of typically low volume products.

Average Product segment sales per day were $269 thousand in the second quarter of fiscal 2012 up from $214 thousand in the second quarter of fiscal 2011. Sales of the Company’s products through its website increased 20.8% to $1.5 million, or 8.9% of product sales, in the second quarter of fiscal 2012 compared with $1.2 million in fiscal 2011’s second quarter, relatively unchanged as a percent of Product segment net sales. The Company’s web site and on-line marketing activities are an important complement to the Company’s direct marketing mail efforts to help drive overall Product segment growth.

Product segment gross profit in the second quarter of fiscal 2012 grew to $4.3 million, or 25.4% of net product sales, compared to $3.2 million, or 23.8% of net product sales, in the second quarter of fiscal 2011. 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. Driving the 160 basis point increase in gross margin was a combined $0.3 million quarter-over-quarter increase in vendor rebates and cooperative advertising income.

John Zimmer, Chief Financial Officer, noted, “Our gross profit includes a point-of-sale rebate program with a key vendor that is based on Product segment sales growth on a calendar year-over-year basis. As a result, the impact of vendor rebates can vary significantly from period to period and cause fluctuations in our Product gross margin and gross profit.”

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Transcat Reports 42% Increase in Net Income on	Page 3
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

Product segment operating income increased 60.8%, or $0.6 million, to $1.5 million, while operating margin expanded 190 basis points to 8.6% of net product sales, primarily driven by the increase in gross profit.

Service Segment: Represents the accredited calibration, repair and other measurement services business (32.6% of total net revenue for the second quarter of fiscal 2012)

Service segment net revenue was up $0.8 million to $8.2 million in the second quarter of fiscal 2012, a 10.3% increase from $7.4 million in the prior fiscal year period. During the fiscal 2012 second quarter, sales to non-wind energy customers improved $0.5 million, or 8.0%, when compared with fiscal 2011’s second quarter, as modest organic growth was complimented by the addition of new customers from recent acquisitions. Services provided to wind energy customers increased $0.2 million, or 48.0%, also aided by acquired customers, and represented 7.1% of total service revenue for the second quarter of fiscal 2012, compared with 5.3% of total service revenue in the second quarter of fiscal 2011.

Transcat’s strategy has been to focus its capital and marketing investments in the electrical, temperature, pressure and dimensional disciplines. Typically, approximately 20% of Service segment revenue has been generated from outsourcing customer equipment to third-party vendors for calibration beyond the Company’s chosen scope of capabilities. This revenue generates gross margins that are more characteristic of product sales. In the second quarter of fiscal 2012, 18.5% of the Company’s Service segment revenue was subcontracted to third-party vendors compared with 19.8% in the second quarter of fiscal 2011.

Service segment gross profit in the second quarter of fiscal 2012 was $1.8 million, an increase of 4.9% over the second quarter of fiscal 2011. Service segment gross margin declined 120 basis points year-over-year as a result of additional operating costs from acquired businesses in the quarter.

Service segment operating loss was $0.2 million during the second quarter of fiscal 2012 compared with essentially break-even operating income in last year’s second quarter. The decline in Service segment operating profit was primarily a result of costs associated with the acquisition and integration of Newark’s calibration service business and non-cash amortization of intangibles related to recent acquisitions.

Six-Month Review

Net revenue increased to $50.8 million for the first six months of fiscal 2012, up 22.2% from net revenue of $41.5 million in the first six months of fiscal 2011, the result of both market share gains and incremental revenue from recent acquisitions.

Product segment net sales were $34.2 million in the first six months of fiscal 2012, an increase of 29.1%, compared with $26.4 million in the same period of the prior fiscal year. Sales to the Company’s direct channel increased $4.7 million, or 23.9%, during this time period and included $1.7 million of incremental business with wind energy customers. Sales to wind energy customers were aided by the acquisition of Wind Turbine Tools in January 2011 and accounted for 8.7% and 4.8% of Product segment sales in the first six months of fiscal 2012 and in the same period of the prior fiscal year, respectively. Also during this period, the Company’s reseller channel experienced growth of $2.9 million, or 45.3%, and was aided by opportunistic sales of certain typically low volume products to large reseller customers. Product sales generated over the Company’s website were $3.0 million in the first six months of fiscal 2012, up 22.7%, when compared with $2.5 million in the first six months of fiscal 2011.

Service segment net revenue was $16.6 million in the first six months of fiscal 2012, up 10.2%, compared with $15.1 million in the first six months of fiscal 2011. Higher revenue combined some organic expansion with incremental revenue from recent acquisitions. Services provided to the wind energy industry represented 7.1% of total service revenue for the first six months of fiscal 2012, compared with 7.3% of total service revenue in the same period of the prior fiscal year.

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Transcat Reports 42% Increase in Net Income on	Page 4
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

Gross margin was 24.5% for the first six months of fiscal 2012 compared with 24.8% in the same period of the prior fiscal year. Product segment gross margin was 25.1% and 25.3% for the first six months of fiscal 2012 and 2011, respectively. The year-over-year decline was primarily a result of an increased mix of sales to the Company’s reseller channel, which carry lower gross margins, require very little sales and marketing expense, and have similar operating margins to our direct sales. Gross margin was aided by a combined $0.4 million in incremental vendor rebates and cooperative advertising income. Service segment gross margin was 23.3% in the first six months of fiscal 2012 compared with 23.9% in the same period of the prior fiscal year. General inflationary increases as well as incremental expenses associated with acquired calibration labs slightly outpaced revenue growth, resulting in the declining gross margin.

Operating expenses increased $1.7 million to $10.6 million in the first six months of fiscal 2012, when compared with the same period of the prior fiscal year. As a percentage of net revenue, operating expenses during this period were 20.9%, down from 21.5% in the prior year period. As was the case for the quarter, the year-over-year cost increase reflected higher employee-based compensation, acquisition-related expenses and investments in sales and marketing initiatives. Operating income in the first six months of fiscal 2012 was $1.8 million, or 3.6% of net revenue, compared with $1.4 million, or 3.3% of net revenue, in the first six months of fiscal 2011.

Net income was $1.1 million, or $0.14 per diluted share, for the first six months of fiscal 2012 compared with $0.8 million, or $0.11 per diluted share, for the same period of the prior fiscal year.

EBITDA was $3.2 million for the first six months of fiscal 2012, compared with $2.4 million for the same period in fiscal 2011. See attached EBITDA Reconciliation table on page 10.

Balance Sheet and Cash Management

Net cash provided by operations was $0.9 million in the first six months of fiscal 2012, compared with $0.8 million provided in the first six months of fiscal 2011. The year-over-year change was the result of working capital requirements and timing. Inventory at the end of the first six months of fiscal 2012 was $6.6 million, down from the $7.6 million at the end of fiscal year 2011. The Company’s inventory strategy includes larger quantity, higher dollar based purchases with key manufacturers in an effort to maximize on-hand availability of key products and reduce backorders for those products with long lead times, among other things. As a result, inventory levels from quarter-to-quarter will vary based on the timing of these larger orders in relation to the quarter-end. The Company expects inventory at the end of fiscal 2012 to be between $6.5 million and $7.0 million.

Capital expenditures in the first six months of fiscal 2012 were $0.9 million compared with $0.7 million in the first six months of fiscal 2011, and were primarily for additional service capabilities and facility improvements. Transcat expects capital spending for fiscal 2012 to be in the range of $1.8 million to $2.0 million. During the first six months of fiscal 2012, the Company also invested $3.1 million in business acquisitions, primarily to acquire the calibration services business of Newark.

As of September 24, 2011, the Company had $6.8 million in remaining availability under its $15.0 million revolving credit facility.

Outlook

Mr. Hadeed commented, “Looking to the balance of the fiscal year, we anticipate our Product segment growth to remain robust, driven by the comparative benefit from our acquisition of Wind Turbine Tools, organic growth, and continuation of opportunistic reseller-based programs. In the absence of these elements, we continue to expect that long term growth for our Product segment will be in the mid-single digit range. Our Product segment gross margins may also continue to fluctuate in future periods due to changes in vendor rebate programs which are based on growth in sales of specific products.”

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Transcat Reports 42% Increase in Net Income on	Page 5
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

“Our Service segment should continue to experience double-digit growth based on both organically generated and acquired revenue and gross margin should improve as we leverage our existing infrastructure.”

Mr. Hadeed concluded, “Over the last several years we set a course to grow Transcat by focusing on our mission to provide high quality calibration services and providing the best and well-served range of test and measurement equipment in the most-timely fashion. We believe our 11% compound annual growth rate over the last five years is a testament to the success of this strategic focus.”

NOTE 1

In addition to reporting net income, a U.S. generally accepted accounting principle (“GAAP”) measure, we present EBITDA (earnings before interest, income taxes, depreciation, and amortization), which is a non-GAAP measure. The Company believes EBITDA allows investors to view its performance in a manner similar to the methods used by management and provides additional insight into its operating results. EBITDA is not calculated through the application of GAAP and is not the required form of disclosure by the Securities and Exchange Commission. As such, it should not be considered as a substitute for the GAAP measure of net income and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. The use of any non-GAAP measure may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies. See attached EBITDA Reconciliation table on page 10.

ABOUT TRANSCAT

Transcat, Inc. is a leading distributor of professional grade handheld test and measurement instruments and accredited provider of calibration, repair and other measurement 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 15,000 customers. The Company offers access to more than 25,000 test and measurement instruments. Transcat delivers precise, reliable, fast calibration, and repair services across the United States, Canada and Puerto Rico through its 17 strategically located Calibration Centers of Excellence. The breadth and depth of parameters covered by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be among the best 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: 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 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.

- MORE -

Transcat Reports 42% Increase in Net Income on	Page 6
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

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 42% Increase in Net Income on	Page 7
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Per Share Amounts)

	(Unaudited)				(Unaudited)
	Second Quarter Ended				Six Months Ended
	September 24,		September 25,		September 24,		September 25,
	2011		2010		2011		2010
Product Sales	$	16,969	$	13,472	$	34,151	$	26,447
Service Revenue		8,214		7,448		16,637		15,101
Net Revenue		25,183		20,920		50,788		41,548
Cost of Products Sold		12,658		10,270		25,572		19,744
Cost of Services Sold		6,372		5,692		12,765		11,488
Total Cost of Products and Services Sold		19,030		15,962		38,337		31,232
Gross Profit		6,153		4,958		12,451		10,316
Selling, Marketing and Warehouse Expenses		3,042		2,529		6,668		5,578
Administrative Expenses		1,870		1,522		3,972		3,380
Total Operating Expenses		4,912		4,051		10,640		8,958
Operating Income		1,241		907		1,811		1,358
Interest Expense		28		16		56		28
Other Expense, net		10		17		27		12
Total Other Expense		38		33		83		40
Income Before Income Taxes		1,203		874		1,728		1,318
Provision for Income Taxes		457		347		657		513
Net Income	$	746	$	527	$	1,071	$	805
Basic Earnings Per Share	$	0.10	$	0.07	$	0.15	$	0.11
Average Shares Outstanding		7,302		7,308		7,290		7,298
Diluted Earnings Per Share	$	0.10	$	0.07	$	0.14	$	0.11
Average Shares Outstanding		7,640		7,541		7,624		7,537

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Transcat Reports 42% Increase in Net Income on	Page 8
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

		September 24, 0		September 24, 0
	(Unaudited)
	September 24,		March 26,
	2011		2011
ASSETS
Current Assets:
Cash	$	67	$	32
Accounts Receivable, less allowance for doubtful accounts of $111 and $73 as of September 24, 2011 and March 26, 2011, respectively		11,988		12,064
Other Receivables		1,771		617
Inventory, net		6,647		7,571
Prepaid Expenses and Other Current Assets		1,235		840
Deferred Tax Asset		829		631
Total Current Assets		22,537		21,755
Property and Equipment, net		5,580		5,253
Goodwill		13,381		11,666
Intangible Assets, net		2,845		1,982
Deferred Tax Asset		198		296
Other Assets		420		408
Total Assets	$	44,961	$	41,360
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable	$	7,136	$	8,241
Accrued Compensation and Other Liabilities		3,791		3,579
Income Taxes Payable		9		208
Total Current Liabilities		10,936		12,028
Long-Term Debt		8,163		5,253
Other Liabilities		830		750
Total Liabilities		19,929		18,031
Shareholders’ Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized;
7,821,509 and 7,759,580 shares issued as of September 24, 2011 and March 26, 2011, respectively; 7,322,727 and 7,260,798 shares outstanding as of September 24, 2011 and March 26, 2011, respectively		3,911		3,880
Capital in Excess of Par Value		10,681		10,066
Accumulated Other Comprehensive Income		471		485
Retained Earnings		12,163		11,092
Less: Treasury Stock, at cost, 498,782 shares as of September 24, 2011 and March 26, 2011		(2,194)		(2,194)
Total Shareholders’ Equity		25,032		23,329
Total Liabilities and Shareholders’ Equity	$	44,961	$	41,360

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Transcat Reports 42% Increase in Net Income on	Page 9
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	(Unaudited)
	Six Months Ended
	September 24,		September 25,
	2011		2010
Cash Flows from Operating Activities:
Net Income	$	1,071	$	805
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Deferred Income Taxes		(59)		102
Depreciation and Amortization		1,408		1,025
Provision for Accounts Receivable and Inventory Reserves		91		27
Stock-Based Compensation Expense		340		286
Changes in Assets and Liabilities:
Accounts Receivable and Other Receivables		(1,112)		1,536
Inventory		859		(1,412)
Prepaid Expenses and Other Assets		(603)		(194)
Accounts Payable		(1,205)		(721)
Accrued Compensation and Other Liabilities		338		(365)
Income Taxes Payable		(236)		(248)
Net Cash Provided by Operating Activities		892		841
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(900)		(665)
Business Acquisitions		(3,122)		-
Net Cash Used in Investing Activities		(4,022)		(665)
Cash Flows from Financing Activities:
Revolving Line of Credit, net		2,920		(369)
Payments on Other Debt Obligations		(10)		(12)
Payment of Contingent Consideration		(58)		(52)
Issuance of Common Stock		269		176
Excess Tax Benefits Related to Stock-Based Compensation		37		9
Net Cash Provided by Financing Activities		3,158		(248)
Effect of Exchange Rate Changes on Cash		7		-
Net Increase (Decrease) in Cash		35		(72)
Cash at Beginning of Period		32		123
Cash at End of Period	$	67	$	51

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Transcat Reports 42% Increase in Net Income on	Page 10
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

Transcat, Inc.

Fiscal 2012 Year-to-Date and Fiscal Year 2011

Additional Information

EBITDA Reconciliation

(Dollars in thousands)

(Unaudited)

	FY2012
	Q1		Q2						YTD
Net Income		$     325		$     746						$1,071
+ Interest Expense		28		28						56
+ Income Tax Provision		200		457						657
+ Depreciation & Amortization		670		738						1,408
EBITDA		$ 1,223		$ 1,969						$3,192
	FY2011
	Q1		Q2		Q3		Q4		YTD
Net Income		$    278		$527		$    897		$1,086		$2,788
+ Interest Expense		12		16		13		32		73
+ Income Tax Provision		166		347		529		652		1,694
+ Depreciation & Amortization		496		529		597		671		2,293
EBITDA		$    952		$1,419		$2,036		$2,441		$6,848

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Transcat Reports 42% Increase in Net Income on	Page 11
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

Transcat, Inc.

Fiscal 2012 Second Quarter

Additional Information

Business Segment Data

(Dollars in thousands)

	(Unaudited)		(Unaudited)
	Quarter ended September 24, 2011		Quarter ended September 25, 2010		$ Change		% Change
Products
Net sales	$	16,969	$	13,472		$ 3,497		26.0%
Gross profit		4,311		3,202		1,109		34.6%
Margin		25.4%		23.8%
Operating income		1,457		906		551		60.8%
Margin		8.6%		6.7%
Services
Net revenue	$	8,214		$7,448		$    766		10.3%
Gross profit		1,842		1,756		86		4.9%
Margin		22.4%		23.6%
Operating (loss) income		(216)		1		(217)		-21700.0%
Margin		-2.6%		0.0%
Consolidated
Net revenue	$	25,183	$	20,920		$ 4,263		20.4%
Gross profit		6,153		4,958		1,195		24.1%
Margin		24.4%		23.7%
Operating income		1,241		907		334		36.8%
Margin		4.9%		4.3%

- MORE -

Transcat Reports 42% Increase in Net Income on	Page 12
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

Transcat, Inc.

Fiscal 2012 Second Quarter

Additional Information

Business Segment Data

(Dollars in thousands)

	(Unaudited)		(Unaudited)
	Six months ended September 24, 2011		Six months ended September 25, 2010		$ Change		% Change
Products
Net sales	$	34,151	$	26,447		$ 7,704		29.1%
Gross profit		8,579		6,703		1,876		28.0%
Margin		25.1%		25.3%
Operating income		2,278		1,532		746		48.7%
Margin		6.7%		5.8%
Services
Net revenue	$	16,637		$15,101		$ 1,536		10.2%
Gross profit		3,872		3,613		259		7.2%
Margin		23.3%		23.9%
Operating loss		(467)		(174)		(293)		-168.4%
Margin		-2.8%		-1.2%
Consolidated
Net revenue	$	50,788	$	41,548		$ 9,240		22.2%
Gross profit		12,451		10,316		2,135		20.7%
Margin		24.5%		24.8%
Operating income		1,811		1,358		453		33.4%
Margin		3.6%		3.3%

- MORE -

Transcat Reports 42% Increase in Net Income on	Page 13
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

Transcat, Inc.

Additional Information

PRODUCT SEGMENT SALES BY MARKET CHANNEL

(Dollars in thousands)

(Unaudited)

	FY 2012
	Q1		Q2						FY 2012 YTD Total		% of Total
Direct		$12,504		$11,720						$24,224		70.9%
Reseller		4,422		5,003						9,425		27.6%
Freight Billed to Customers		256		246						502		1.5%
Total Product Sales		$17,182		$16,969						$34,151
	FY 2011
	Q1		Q2		Q3		Q4		FY 2011 YTD Total		% of Total
Direct		$  9,640		$  9,906		$12,462		$12,389		$44,397		74.2%
Reseller		3,133		3,352		3,861		4,199		14,545		24.3%
Freight Billed to Customers		202		214		239		265		920		1.5%
Total Product Sales		$12,975		$13,472		$16,562		$16,853		$59,862

PRODUCT SALES PER BUSINESS DAY

(Dollars in thousands)

(Unaudited)

	FY 2012
	Q1		Q2						FY 2012 YTD Total
Number of business days		64		63						127
Total product sales	$	17,182	$	16,969					$	34,151
Sales per day	$	268	$	269					$	269
	FY 2011
	Q1		Q2		Q3		Q4		FY 2011 YTD Total
Number of business days		64		63		62		64		253
Total product sales	$	12,975	$	13,472	$	16,562	$	16,853	$	59,862
Sales per day	$	203	$	214	$	267	$	263	$	237

- MORE -

Transcat Reports 42% Increase in Net Income on	Page 14
20% Increase in Net Revenue for Fiscal 2012 Second Quarter
October 31, 2011

PRODUCT SEGMENT SALES BY REGION

(Dollars in thousands)

(Unaudited)

	FY 2012
	Q1		Q2						FY 2012 YTD Total		% of Total
United States		$14,979		$14,943						$29,922		87.6	%
Canada		1,258		1,249						2,507		7.3	%
Other International		689		531						1,220		3.6	%
Freight Billed to Customers		256		246						502		1.5	%
Total		$17,182		$16,969						$34,151
	FY 2011
	Q1		Q2		Q3		Q4		FY 2011 YTD Total		% of Total
United States		$11,124		$11,589		$14,254		$14,565		$51,532		86.1	%
Canada		1,079		957		1,377		1,387		4,800		8.0	%
Other International		570		712		692		636		2,610		4.4	%
Freight Billed to Customers		202		214		239		265		920		1.5	%
Total		$12,975		$13,472		$16,562		$16,853		$59,862
SERVICE SEGMENT REVENUE BY TYPE
(Dollars in thousands) (Unaudited)
	FY 2012
	Q1		Q2						FY 2012 YTD Total		% of Total
Depot/On-site		$6,542		$6,490						$13,032		78.3	%
Outsourced		1,673		1,520						3,193		19.2	%
Freight Billed to Customers		208		204						412		2.5	%
Total Service Revenue		$8,423		$8,214						$16,637
	FY 2011
	Q1		Q2		Q3		Q4		FY 2011 YTD Total		% of Total
Depot/On-site		$5,689		$5,800		$5,677		$6,963		$24,129		77.0	%
Outsourced		1,786		1,473		1,466		1,720		6,445		20.6	%
Freight Billed to Customers		178		175		176		221		750		2.4	%
Total Service Revenue		$7,653		$7,448		$7,319		$8,904		$31,324

- END -

EX-99.2

Exhibit 99.2

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

Transcat Appoints Lee D. Rudow as Chief Operating Officer

ROCHESTER, NY, November 1, 2011 - Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leading distributor of professional grade handheld test and measurement instruments and accredited provider of calibration, repair and other measurement services, announced today that Lee D. Rudow has been named Chief Operating Officer effective November 14, 2011.

Charles P. Hadeed, President and CEO of Transcat commented, “Lee brings a tremendous amount of leadership and industry experience to Transcat that is relevant for both our product and calibration services segments. He is a talented executive with a superb record of accomplishment; and he shares Transcat’s vision and strategic direction to be a North American leader of calibration services and source for quality, name-brand electronic test and measurement equipment. He understands and embraces our commitment to outstanding customer service and quality.

Given Lee’s experience and his interest in joining the Transcat team, this was an opportune time for us to separate out the role of COO. We believe this is a critical step in ensuring our infrastructure and service levels are well maintained as we continue to grow both organically and through acquisitions.”

Mr. Rudow has over 25 years of experience in the calibration services and electronic test and measurement industry having held a variety of leadership positions at other leading companies in the electronics equipment and services industry. He was most recently Executive Vice President of Sales and Operations for Simco Electronics. Prior to that, he was President and Chief Executive Officer of Davis Calibration, Inc. and served as President of its related business and predecessor, Davis Inotek Corp. and Davis Instruments Corp., respectively. Mr. Rudow earned his BA degree in Business Administration from Loyola University.

Mr. Rudow noted, “This is an excellent time to be joining Transcat as the Company continues to execute a strategy that resonates throughout the industry and has been well received by its growing customer base. I am excited to be part of a leadership team that has paved the way to a very bright future and look forward to contributing to our continued growth through capturing greater market share, providing high quality, responsive customer service and expanding our geographic presence.”

ABOUT TRANSCAT

Transcat, Inc. is a leading distributor of professional grade, handheld test and measurement instruments and accredited provider of calibration, repair and other measurement 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 15,000 customers. The Company offers access to more than 25,000 test and measurement instruments. Transcat delivers precise, reliable, and fast calibration and repair services across the United States, Canada and Puerto Rico through its now 17 strategically located Calibration Centers of Excellence. The breadth and depth of parameters covered by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be among the best 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

- MORE -

Transcat Appoints Lee D. Rudow as Chief Operating Officer	Page 2
November 1, 2011

integrity of their processes.

More information about Transcat can be found on its website at: 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 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

- END -