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) August 8, 2023

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	TRNS	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth below under Item 2.01 is incorporated by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On August 8, 2023, Transcat, Inc. (the “Company”) acquired, all of the capital stock of Axiom Test Equipment, Inc. (“Axiom”), a privately-held California corporation, pursuant to an Agreement and Plan of Merger (the “Agreement”), by and among the Company, Axiom Test Equipment, LLC (the “Merger Subsidiary”), Axiom, Gary F. Shilts, trustee of the Shilts Family 2008 Trust, dated 5/6/2008 (the “Shilts Trust”), Joshua Shilts (“J. Shilts”), Shannon Johnson, trustee of the Shannon and Gloria Johnson Living Trust (the “Johnson Trust”), Lavon M. Parrish (“Parrish,” and together with the Shilts Trust, J. Shilts, and the Johnson Trust, the “Shareholders”), Gary F. Shilts (“G. Shilts”), Shannon Johnson (“Johnson”), and Joshua Shilts, as shareholder representative (the “Representative”). Axiom is a rental provider of Electronic Test Equipment to customers across the United States. There were no material relationships between the Merger Subsidiary, Axiom, the Shilts Trust, J. Shilts, the Johnson Trust, Parrish, G. Shilts, Johnson, or the Representative and Transcat or its affiliates, or any director or officer of Transcat, or any associate of any such director or officer, other than in respect of the transaction.

Pursuant to the Agreement, the Company acquired all of the capital stock of Axiom for $38 million, which was paid for in combination of the Company’s common stock, par value $0.50 per share (“Common Stock”), with a value up to $28 million, or up to 315,403 shares (the “Shares”) of Common Stock, of which 43,583 Shares are subject to certain customary holdback provisions and $10 million in cash. The Company issued the Shares in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Agreement contains various representations, warranties, covenants and indemnification of the parties that are customary for a transaction of this nature.

Also on August 8, 2023, the Company and the Shareholders entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company agreed to register for resale the shares of Common Stock received by the Shilts Trust, J. Shilts, the Johnson Trust, and Parrish pursuant to the Agreement under the Securities Act. The Company has agreed to file a registration statement under the Securities Act within 30 days of the closing, or September 7, 2023, to register the Shareholders’ shares for resale and to have such registration statement declared effective (the “Registration Effective Date”) by the US Securities and Exchange Commission (the “SEC”) by the first to occur of  (i) 120 days of the closing, or December 6, 2023, and (ii) five trading days after the SEC notifies the Company that the registration statement will not be reviewed or is not subject to further review.

Also on August 8, 2023, the Company and each of the Shareholders entered into lock-up agreements (each, a “Lock-Up Agreement”) pursuant to which, subject to certain exceptions, they each agreed not to sell or otherwise dispose of 25% of their Shares until the Registration Effective Date, 25% of their Shares until 90 days after the Registration Effective Date, and the remaining 50% of their Shares until 180 days after the Registration Effective Date, without the prior written consent of the Company.

Copies of the Agreement, Registration Rights Agreement, and the form Lock-Up Agreement will be filed as exhibits to the Company’s next Quarterly Report on Form 10-Q.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth above under Item 2.01 is incorporated by reference.

Item 7.01 Regulation FD Disclosure.

On August 8, 2023, the Company issued a press release announcing the Agreement. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Transcat, Inc. Press Release dated August 8, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 8, 2023	By:	/s/ James M. Jenkins
		James M. Jenkins
		Chief Legal Officer, Corporate Development Officer and Corporate Secretary

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EX-99.1

Exhibit 99.1

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

IMMEDIATE RELEASE

Transcat accelerates the growth of its high margin rental

business with the acquisition of Axiom Test Equipment, Inc.

ROCHESTER, NY, August 8, 2023 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leading provider of accredited calibration services, enterprise asset management services, and value-added distributor of professional grade handheld test, measurement and control instrumentation, announced that it has acquired all of the capital stock of privately-held Axiom Test Equipment, Inc. (“Axiom”), effective August 8, 2023. The $38 million purchase price was paid in combination of $28 million in Company stock and $10 million in cash and is subject to certain customary holdback provisions.

Founded in 2005, Axiom is an established rental provider of Electronic Test Equipment to customers across the United States. The company has 26 employees and is headquartered just outside of San Diego, California.  Axiom has an in-house ISO 17025 lab, which is primarily utilized for internal calibrations and equipment repair services. The existing staff and leadership team, led by current Axiom President Josh Shilts, will remain in place, and will continue to service customer needs.

“Axiom is a well-established, fast-growing player in the Test Equipment rental market.  They have demonstrated the ability to grow consistently, while expanding profitability, both attributes that align closely to Transcat’s historic performance.   Our combined Rental business is expected be approximately $24 million in revenue, with expected Gross Margins above 55%,” according to Lee Rudow, President and Chief Executive Officer.  “Axiom is a profitable business that will expand our existing Rental offering, which we believe will create opportunities for accelerated growth, while also bringing skilled staff with extensive industry knowledge and expertise.”

Mr, Rudow added, “Once Axiom is integrated into our existing Distribution business, we expect the near-term combined gross margins to be in the 28% to 30% range and would expect the margins to improve over time from there as the rental business continues to grow faster than the traditional distribution business.”

“Importantly, the two rental businesses are complementary to one another in that there is little overlap in the rental asset portfolios, as well as little overlap in customers.  We believe that this presents a compelling cross sell opportunity that we will be able to quickly leverage.”

“From a Service lead generation standpoint, our Distribution and Rental business is a value differentiator and we are confident that adding Axiom to the equation will provide additional opportunity to drive strong organic calibration service growth into this newly acquired customer base.  We have demonstrated the ability to execute on these opportunities and would expect nothing different in the case of Axiom.”

“For these four reasons, expansion of offerings, profit/margin enhancement, cross-selling opportunities and lead generation for our Services business, we see Axiom as a great strategic fit for Transcat.”

-MORE-

Transcat accelerates the growth of its high margin rental business with the acquisition of Axiom Test Equipment, Inc.

August 8, 2023

Page 2 of 2

ABOUT TRANSCAT                                    

Transcat, Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the Life Science industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, in-house services at its 27 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. In addition, Transcat operates calibration labs in 21 imbedded customer-site locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.

Transcat also operates as a leading value-added distributor that markets, sells and rents new and used national and proprietary brand instruments to customers primarily in North America. The Company believes its combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for its customers.

Transcat’s strategy is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, enterprise asset management, and leading distribution platform to drive organic sales growth. The Company will also look to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model. More information about Transcat can be found at: Transcat.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and assumptions.  Forward-looking statements are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” “plans,” “aims” 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, the Company’s response to the coronavirus (COVID-19) pandemic, the commercialization of software projects, sales operations, capital expenditures, cash flows, operating income, growth strategy, segment growth, potential acquisitions, integration of acquired businesses, market position, customer preferences, outlook and changes in market conditions in the industries in which Transcat operates are forward-looking statements.  Forward-looking statements should be evaluated in light of important risk factors and uncertainties.  These risk factors and uncertainties include those more fully described in Transcat’s Annual Report 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, which speak only as of the date they are made.  Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this news release, whether as the result of new information, future events or otherwise.

For more information, contact:

Linda Reynolds
Executive Assistant
35 Vantage Point Drive
Rochester, NY 14624
Phone: 585.866.1969
Email: linda.reynolds@transcat.com

XML

Document And Entity Information	Aug. 08, 2023
Document Information [Line Items]
Entity, Registrant Name	Transcat, Inc.
Document, Type	8-K
Document, Period End Date	Aug. 08, 2023
Entity, Incorporation, State or Country Code	OH
Entity, File Number	000-03905
Entity, Tax Identification Number	16-0874418
Entity, Address, Address Line One	35 Vantage Point Drive
Entity, Address, City or Town	Rochester
Entity, Address, State or Province	NY
Entity, Address, Postal Zip Code	14624
City Area Code	585
Local Phone Number	352-7777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	TRNS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000099302