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 21, 2024

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 2.02 Results of Operations and Financial Condition.

On May 20, 2024, Transcat, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal fourth quarter and year ended March 30, 2024. The press release is attached to this Form 8-K as Exhibit 99.1.

In addition, on May 21, 2024, the Company posted slides to the Investor Relations section of its website that will accompany the Company’s earnings conference call and webcast at 11:00 a.m. Eastern Time on May 21, 2024. The slides are attached to this Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Transcat, Inc. Press Release dated May 20, 2024
99.2	Slides for the May 21, 2024 Earnings Conference Call and Webcast
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: May 21, 2024	By:	/s/ James M. Jenkins
		James M. Jenkins
		General Counsel and VP of Corporate Development

EX-99.1

Exhibit 99.1

NEWS
RELEASE

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

IMMEDIATE RELEASE

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross

Margin expansion in both Segments for the Fourth Quarter and Full Year 2024

● Fourth Quarter Service gross margin expanded 170 basis points driven by 13% Service organic growth

● Fourth Quarter Distribution gross margin expands 510 basis points to 30.3% on strength of Rentals

● Fourth Quarter Consolidated adjusted EBITDA grew 29.8% with margins expanding 200 basis points

● Generated $32.6M of Operating Cash Flow in fiscal 2024, 92% growth versus prior year

ROCHESTER, NY, May 20, 2024 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leading provider of accredited calibration services, cost control and optimization services, and distribution and rental of value-added professional grade handheld test, measurement, and control instrumentation, today reported financial results for its fourth quarter ended March 30, 2024 (the “fourth quarter”) of fiscal year 2024, which ends March 30, 2024 (“fiscal 2024”). Results include the previously reported acquisitions of TIC-MS, Inc. ("TIC-MS") effective March 27, 2023, SteriQual, Inc. ("SteriQual"), effective July 12, 2023 and Axiom Test Equipment, Inc. (“Axiom”), effective August 8, 2023. Transcat operates on a 52/53 week fiscal year, ending the last Saturday in March. In a 52-week fiscal year, each of the four quarters is a 13-week period. In a 53-week fiscal year (which occurs once every five or six years), the last quarter is a 14-week period. Fiscal 2024 consisted of 53 weeks while the fiscal year 2023 consisted of 52 weeks.

“We are extremely pleased with our fourth quarter and full year fiscal 2024 results as double-digit organic Service revenue growth and increased productivity drove Service gross margin expansion while Distribution gross margins soared due to growth in Rentals” commented Lee D. Rudow, President and CEO. “Adjusted EBITDA growth of 30% for the fourth quarter reflects our ability to leverage organic Service revenue growth and the successful integration of acquired companies. Fourth quarter Consolidated revenue was up 14% with gross margin expansion of 300 basis points year over year driven by our widened breadth of service offerings, excellent performance in the higher-margin rental business, and execution of automation and process improvement initiatives. Service segment revenue grew 18% in the fourth quarter as demand in highly regulated end markets, including life sciences, remained strong and our differentiated value proposition continues to resonate throughout Transcat’s expanded addressable markets”.

Mr. Rudow added, “In the fiscal year we completed three acquisitions, TIC-MS, SteriQual, and Axiom Test Equipment that have expanded our addressable markets, widened the breadth of offerings, and allowed us to leverage our existing infrastructure. The key differentiator of the Transcat acquisition strategy is the effectiveness of our integration processes enabling new acquisitions to very quickly be accretive to the overall company. In addition to strong returns, the acquisitions present compelling cross-sell synergies to drive organic calibration service growth and rental sales into these newly acquired customer bases. On a final note, we are extremely excited about our recent rental acquisition, Becnel Rental Tools, which closed just after the end of the fiscal year. Becnel is a well-run business, with great customer relationships, which will differentiate our higher margin rental portfolio and will in time provide significant opportunities for cross-selling of Transcat’s products and services.”

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 2 of 14

Fourth Quarter Fiscal 2024 Review
(Results are compared with the fourth quarter of the fiscal year ended March 25, 2023 ("fiscal 2023"))

($ in thousands)							Change
	FY24 Q4			FY23 Q4			$'s		%
Service Revenue	$	46,732		$	39,763		$	6,969		17.5	%
Distribution Sales		24,181			22,304			1,877		8.4	%
Revenue	$	70,913		$	62,067		$	8,846		14.3	%
Gross Profit	$	24,035		$	19,150		$	4,885		25.5	%
Gross Margin		33.9	%		30.9	%
Operating Income	$	9,204		$	5,855		$	3,349		57.2	%
Operating Margin		13.0	%		9.4	%
Net Income	$	6,890		$	3,658		$	3,232		88.4	%
Net Margin		9.7	%		5.9	%
Adjusted EBITDA*	$	11,682		$	8,998		$	2,684		29.8	%
Adjusted EBITDA* Margin		16.5	%		14.5	%
Diluted EPS	$	0.77		$	0.48		$	0.29		60.0	%
Adjusted Diluted EPS*	$	0.66		$	0.60		$	0.06		9.8	%

*See Note 1 on page 5 for a description of these non-GAAP financial measures and pages 10, 11 and 12 for the reconciliation tables.

Consolidated revenue was $70.9 million, an increase of 14.3%, and includes the benefit of the 53rd week in fiscal 2024. Consolidated gross profit was $24.0 million, an increase of $4.9 million, or 25.5%, while gross margin expanded 300 basis points due to margin improvements in both operating segments. Operating expenses were $14.8 million, an increase of $1.5 million, or 11.6%, driven by incremental expenses from acquired businesses (including stock-based compensation expense), increased intangibles amortization expense, higher sales-based incentives, and a reversal of the non-cash charge related to the amended NEXA Earn-Out agreement. Adjusted EBITDA was $11.7 million which represented an increase of $2.7 million or 29.8%. Net income per diluted share of $0.77 was up from $0.48 and adjusted diluted earnings per share increased to $0.66 versus $0.60 last year, which includes the non-cash reversal of $2.4 million for the amended NEXA Earn-Out agreement and a higher effective tax rate.

Service segment delivers record fourth quarter results

Represents the accredited calibration, repair, inspection and laboratory instrument services business (65.9% of total revenue for the fourth quarter of fiscal 2024).

($ in thousand)							Change
	FY24 Q4			FY23 Q4			$'s		%
Service Segment Revenue	$	46,732		$	39,763		$	6,969		17.5	%
Gross Profit	$	16,704		$	13,523		$	3,181		23.5	%
Gross Margin		35.7	%		34.0	%
Operating Income	$	8,144		$	4,547		$	3,597		79.1	%
Operating Margin		17.4	%		11.4	%
Adjusted EBITDA*	$	8,741		$	7,039		$	1,702		24.2	%
Adjusted EBITDA* Margin		18.7	%		17.7	%

*See Note 1 on page 5 for a description of this non-GAAP financial measure and pages 10 and 11 for the Adjusted EBITDA Reconciliation tables.

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 3 of 14

Service segment revenue was $46.7 million, an increase of $7.0 million or 17.5% and included $1.2 million of incremental revenue from acquisitions. Organic revenue growth was 13.0% driven by strong end market demand and continued market share gains. When normalized for the 53rd week, organic revenue growth falls within the range of high single-digit to low double-digit guidance. The segment gross margin increased 170 basis points from prior year primarily due to continued productivity improvements.

Distribution segment shows continued margin improvement

Represents the sale and rental of new and used professional grade handheld test, measurement and control instrumentation (34.1% of total revenue for the fourth quarter of fiscal 2024).

($ in thousands)							Change
	FY24 Q4			FY23 Q4			$'s			%
Distribution Segment Sales	$	24,181		$	22,304		$	1,877			8.4	%
Gross Profit	$	7,331		$	5,627		$	1,704			30.3	%
Gross Margin		30.3	%		25.2	%
Operating Income	$	1,060		$	1,308		$	(248	)		(19.0	)%
Operating Margin		4.4	%		5.9	%
Adjusted EBITDA*	$	2,941		$	1,959		$	982			50.1	%
Adjusted EBITDA* Margin		12.2	%		8.8	%

*See Note 1 on page 5 for a description of this non-GAAP financial measure and pages 10 and 11 for the Adjusted EBITDA Reconciliation tables.

Distribution sales were $24.2 million, an increase of 8.4% on improved end market demand and strength in our Rentals business. Distribution segment gross margin was 30.3%, an increase of 510 basis points due to a favorable sales mix driven by strength in the Rentals business.

Full-Year Fiscal 2024 Review
(Results are compared with full-year fiscal 2023)

($ in thousands)							Change
	FY 2024			FY 2023			$'s		%
Service Revenue		169,525			144,883		$	24,642		17.0	%
Distribution Sales		89,956			85,686			4,270		5.0	%
Revenue	$	259,481		$	230,569		$	28,912		12.5	%
Gross Profit	$	83,806		$	68,355		$	15,451		22.6	%
Gross Margin		32.3	%		29.6	%
Operating Income	$	19,781		$	16,248		$	3,533		21.7	%
Operating Margin		7.6	%		7.0	%
Net Income	$	13,647		$	10,688		$	2,959		27.7	%
Net Margin		5.3	%		4.6	%
Adjusted EBITDA*	$	38,613		$	30,421		$	8,192		26.9	%
Adjusted EBITDA* Margin		14.9	%		13.2	%
Diluted EPS	$	1.63		$	1.40		$	0.23		16.7	%
Adjusted Diluted EPS*	$	2.36		$	1.93		$	0.43		22.1	%

*See Note 1 on page 5 for a description of these non-GAAP financial measures and pages 10, 11 and 12 for the reconciliation tables.

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 4 of 14

Total revenue was $259.5 million, an increase of $28.9 million or 12.5%. Consolidated gross profit was $83.8 million, up $15.5 million, or 22.6%, and gross margin expanded to 32.3% or 270 basis points.  Consolidated operating expenses were $64.0 million, an increase of $11.9 million, or 22.9%, driven by incremental expenses from acquired businesses (including stock-based compensation expense), increased intangibles amortization expense, and investments in technology and our employee base to support future growth. As a result, consolidated operating income was $19.8 million compared with $16.2 million in last fiscal year’s period, an increase of 21.7%.

Adjusted EBITDA was $38.6 million which represented an increase of $8.2 million or 26.9%. Net income per diluted share increased to $1.63 from $1.40 and adjusted diluted earnings per share was $2.36 versus $1.93 last year. 

Balance Sheet and Cash Flow Overview

On March 30, 2024, the Company had $35.2 million of cash and marketable securities on hand and $80.0 million available for borrowing under its secured revolving credit facility. Total debt of $4.2 million was down $44.9 million from fiscal 2023 year-end due to cash proceeds from our secondary stock offering. The Company’s leverage ratio, as defined in the credit agreement, was 0.10 on March 30, 2024, compared with 1.60 on March 25, 2023.

Outlook

Mr. Rudow concluded, “The Transcat team continues to deliver strong revenue growth and sustainable gross margin expansion as can be seen over the past decade and a half of profitable growth. As we think ahead into fiscal 2025, our business will continue to benefit from recurring revenue streams in highly regulated end markets, including life sciences, along with a growing Rentals business that performs well throughout various economic cycles. We expect another year of organic Service revenue growth in the high single-digit to low double-digit range when normalized for the extra week in fiscal 2024 and gross margin expansion. Automation of our calibration processes and overall process improvement will continue to be key enablers of future margin expansion.”

“We continue to be proud of our work on the leadership development front. We couldn’t be happier with our new COO Mike West; his performance has been stellar and impactful since taking over the role. Likewise, we are promoting John Cummins to lead the significant new growth opportunity Transcat Single Source Solution (TS3). TS3 is a comprehensive value proposition, full suite of services, sold to high level decision makers for new capital projects and existing operations, and a critical next step towards integration of NEXA's Cost, Control and Optimization services with the Transcat calibration business. The NEXA earnout agreement accrual has been reversed and converted to an incentive program associated with this new and expanded role. On a final note, we are very proud to announce Jim Jenkins was offered and accepted the role as CEO of Lakeland Industries. Jim has been our General Counsel for the last four years and we would like to thank him for his contributions to Transcat.”

“The Service segment has substantial runway ahead for growth, both organically and through acquisition. Our robust acquisition pipeline should enable strategic, accretive acquisitions that drive synergistic growth opportunities and will be a key component of our go-forward strategy. Transcat has a diverse portfolio designed to generate high returns for years to come. We believe strong execution, paired with several strategic acquisitions, will drive significant gains in the market and across key business channels. Our investments in leadership development, automation, and process improvement have made Transcat a stronger company and we are well positioned to continue to generate sustainable long-term shareholder value”.

Transcat expects its income tax rate to range between 24% and 26% in fiscal 2025. This estimate includes Federal, various state, Canadian and Irish income taxes and reflects the discrete tax accounting associated with share-based payment awards.

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 5 of 14

Webcast and Conference Call

Transcat will host a conference call and webcast on Tuesday, May 21, 2024 at 11:00 a.m. ET.  Management will review the financial and operating results for the fourth quarter and full fiscal year, as well as the Company’s strategy and outlook. A question and answer session will follow the formal discussion. The review will be accompanied by a slide presentation, which will be available at www.transcat.com/investor-relations. The conference call can be accessed by calling (201) 689-8471. Alternatively, the webcast can be monitored at www.transcat.com/investor-relations.

A telephonic replay will be available from 2:00 p.m. ET on the day of the call through Tuesday, August 8, 2024. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 13746612, access the webcast replay at www.transcat.com/investor-relations, where a transcript will be posted once available.

NOTE 1 – Non-GAAP Financial Measures

In addition to reporting net income, a U.S. generally accepted accounting principle (“GAAP”) measure, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, acquisition related transaction expenses, non-cash loss on sale of building and restructuring expense), which is a non-GAAP measure. The Company’s management believes Adjusted EBITDA is an important measure of operating performance because it allows management, investors and others to evaluate and compare the performance of its core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation and amortization), taxes, stock-based compensation expense and other items, which is not always commensurate with the reporting period in which it is included. As such, the Company uses Adjusted EBITDA as a measure of performance when evaluating its business segments and as a basis for planning and forecasting. Adjusted EBITDA is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. 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. Adjusted EBITDA, as presented, 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 pages 10 and 11 for the Adjusted EBITDA Reconciliation tables.

In addition to reporting Diluted Earnings Per Share, a GAAP measure, we present Adjusted Diluted Earnings Per Share (net income plus acquisition related amortization expense, acquisition related transaction expenses, acquisition related stock-based compensation, acquisition amortization of backlog and restructuring expense; divided by the average diluted shares outstanding during the period), which is a non-GAAP measure. Our management believes Adjusted Diluted Earnings Per Share is an important measure of our operating performance because it provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted Diluted Earnings Per Share is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of Diluted Earnings Per Share and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted Diluted Earnings Per Share, as presented, 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 page 12 for the Adjusted Diluted EPS Reconciliation table.

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 29 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 Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 6 of 14

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, Cost, Control and Optimizations services, 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 relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “aim,” “anticipates,” “believes,” “can,” “could,” “designed,” “estimates,” “expects,” “focus,” “goal,” “intends,” “may,” “plan,” “outlook,” “potential,” “seek,” “strategy,” “strive,” “target,” “will,” “would,” and other similar words. All statements addressing operating performance, events or developments that Transcat expects or anticipates will occur in the future, including but not limited to statements relating to anticipated revenue, profit margins, 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:

Tom Barbato
Phone: (585) 505-6530
Email: Thomas.Barbato@transcat.com

FINANCIAL TABLES FOLLOW.

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 7 of 14

TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)

	(Unaudited)					(Unaudited)
	Fourth Quarter Ended					Fiscal Year Ended
	March 30,			March 25,		March 30,		March 25,
	2024			2023		2024		2023
Service Revenue	$	46,732		$	39,763	$	169,525	$	144,883
Distribution Sales		24,181			22,304		89,956		85,686
Total Revenue		70,913			62,067		259,481		230,569
Cost of Service Revenue		30,028			26,240		112,272		98,245
Cost of Distribution Sales		16,850			16,677		63,403		63,969
Total Cost of Revenue		46,878			42,917		175,675		162,214
Gross Profit		24,035			19,150		83,806		68,355
Selling, Marketing and Warehouse Expenses		7,866			6,446		28,710		24,761
General and Administrative Expenses		6,965			6,849		35,315		27,346
Total Operating Expenses		14,831			13,295		64,025		52,107
Operating Income		9,204			5,855		19,781		16,248
Interest and Other Expense, net		(400	)		1,029		1,342		2,761
Income Before Income Taxes		9,604			4,826		18,439		13,487
Provision for Income Taxes		2,714			1,168		4,792		2,799
Net Income	$	6,890		$	3,658	$	13,647	$	10,688
Basic Earnings Per Share	$	0.78		$	0.48	$	1.66	$	1.42
Average Shares Outstanding		8,832			7,562		8,239		7,551
Diluted Earnings Per Share	$	0.77		$	0.48	$	1.63	$	1.40
Average Shares Outstanding		8,972			7,688		8,352		7,645

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 8 of 14

TRANSCAT, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)

	March 30,			March 25,
	2024			2023
ASSETS
Current Assets:
Cash and Cash Equivalents	$	19,646		$	1,531
Marketable Securities		15,533			-
Accounts Receivable, less allowance for credit losses of $544 and $457 as of March 30, 2024 and March 25, 2023, respectively		47,779			44,698
Other Receivables		506			506
Inventory, net		17,418			16,929
Prepaid Expenses and Other Current Assets		4,276			3,935
Total Current Assets		105,158			67,599
Property and Equipment, net		38,944			29,064
Goodwill		105,585			69,360
Intangible Assets, net		19,987			13,799
Right to Use Assets, net		16,823			14,876
Other Assets		1,055			1,051
Total Assets	$	287,552		$	195,749
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	11,495		$	15,869
Accrued Compensation and Other Current Liabilities		16,739			10,201
Income Taxes Payable		2,926			-
Current Portion of Long-Term Debt		2,339			2,248
Total Current Liabilities		33,499			28,318
Long-Term Debt		1,817			46,869
Deferred Tax Liabilities, net		9,291			6,538
Lease Liabilities		14,873			12,960
Other Liabilities		2,903			1,434
Total Liabilities		62,383			96,119
Shareholders' Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 8,839,299 and 7,562,604 shares issued and outstanding as of March 30, 2024 and March 25, 2023, respectively		4,420			3,781
Capital in Excess of Par Value		141,624			27,886
Accumulated Other Comprehensive Loss		(949	)		(1,200	)
Retained Earnings		80,074			69,163
Total Shareholders' Equity		225,169			99,630
Total Liabilities and Shareholders' Equity	$	287,552		$	195,749

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 9 of 14

TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

	(Unaudited)
	Fiscal Year Ended
	March 30,			March 25,
	2024			2023
Cash Flows from Operating Activities:
Net Income	$	13,647		$	10,688
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Loss on Disposal of Property and Equipment		53			88
Deferred Income Taxes		(1,597	)		(186	)
Depreciation and Amortization		13,544			10,955
Provision for Accounts Receivable and Inventory Reserves		406			74
Stock-Based Compensation Expense		4,512			3,377
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables		(1,259	)		(5,226	)
Inventory		2,318			(3,377	)
Prepaid Expenses and Other Current Assets		(299	)		1,119
Accounts Payable		(5,005	)		1,600
Accrued Compensation and Other Current Liabilities		3,397			(2,161	)
Income Taxes Payable		2,899			-
Net Cash Provided by Operating Activities		32,616			16,951
Cash Flows from Investing Activities:
Purchases of Property and Equipment		(13,280	)		(9,414	)
Proceeds from Sale of Property and Equipment		-			10
Business Acquisitions, net of cash acquired		(12,859	)		(9,109	)
Purchases of Marketable Securities		(15,533	)		-
Net Cash Used in Investing Activities		(41,672	)		(18,513	)
Cash Flows from Financing Activities:
Proceeds from Revolving Credit Facility, net		(42,713	)		2,786
Repayments of Term Loan		(2,248	)		(2,121	)
Issuance of Common Stock, net of direct costs		77,266			658
Repurchase of Common Stock		(4,906	)		(447	)
Net Cash Provided by Financing Activities		27,399			876
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(228	)		821
Net Increase in Cash and Cash Equivalents		18,115			135
Cash and Cash Equivalents at Beginning of Period		1,531			1,396
Cash and Cash Equivalents at End of Period	$	19,646		$	1,531

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 10 of 14

TRANSCAT, INC.
Adjusted EBITDA Reconciliation Table
(In thousands)
(Unaudited)

	Fiscal 2024
	Q1			Q2			Q3			Q4			YTD
Net Income	$	2,949		$	460		$	3,348		$	6,890		$	13,647
+ Interest Expense		814			890			(266	)		(411	)		1,027
+ Other Expense / (Income)		64			(49	)		289			11			315
+ Tax Provision		813			342			923			2,714			4,792
Operating Income	$	4,640		$	1,643		$	4,294		$	9,204		$	19,781
+ Depreciation & Amortization		2,790			3,269			3,783			3,635			13,477
+ Transaction Expense		185			328			78			37			628
+ Acquisition Earn-Out Adjustment		-			2,800			87			(2,357	)		530
+ Other (Expense) / Income		(64	)		49			(289	)		(11	)		(315	)
+ Noncash Stock Compensation		930			1,241			1,167			1,174			4,512
Adjusted EBITDA	$	8,481		$	9,330		$	9,120		$	11,682		$	38,613
Segment Breakdown
Service Operating Income	$	3,192		$	742		$	2,966		$	8,144		$	15,044
+ Depreciation & Amortization		2,226			2,325			2,362			2,280			9,193
+ Transaction Expense		185			76			30			(44	)		247
+ Acquisition Earn-Out Adjustment		-			2,800			87			(2,357	)		530
+ Other (Expense) / Income		(47	)		29			(203	)		(18	)		(239	)
+ Noncash Stock Compensation		676			826			737			736			2,975
Service Adjusted EBITDA	$	6,232		$	6,798		$	5,979		$	8,741		$	27,750
Distribution Operating Income	$	1,448		$	901		$	1,328		$	1,060		$	4,737
+ Depreciation & Amortization		564			944			1,421			1,355			4,284
+ Transaction Expense		-			252			48			81			381
+ Other (Expense) / Income		(17	)		20			(86	)		7			(76	)
+ Noncash Stock Compensation		254			415			430			438			1,537
Distribution Adjusted EBITDA	$	2,249		$	2,532		$	3,141		$	2,941		$	10,863

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 11 of 14

TRANSCAT, INC.
Adjusted EBITDA Reconciliation Table
(In thousands)
(Unaudited)

	Fiscal 2023
	Q1			Q2			Q3			Q4			YTD
Net Income	$	3,072		$	2,357		$	1,601		$	3,658		$	10,688
+ Interest Expense		360			550			726			781			2,417
+ Other Expense / (Income)		(204	)		(13	)		313			248			344
+ Tax Provision		376			732			523			1,168			2,799
Operating Income	$	3,604		$	3,626		$	3,163		$	5,855		$	16,248
+ Depreciation & Amortization		2,641			2,778			2,824			2,712			10,955
+ Transaction Expense		30			-			96			59			185
+ Other (Expense) / Income		204			13			(313	)		(248	)		(344	)
+ Noncash Stock Compensation		828			1,114			815			620			3,377
Adjusted EBITDA	$	7,307		$	7,531		$	6,585		$	8,998		$	30,421
Segment Breakdown
Service Operating Income	$	2,532		$	2,507		$	1,836		$	4,547		$	11,422
+ Depreciation & Amortization		2,139			2,246			2,268			2,147			8,800
+ Transaction Expense		30			-			96			59			185
+ Other (Expense) / Income		134			3			(214	)		(170	)		(247	)
+ Noncash Stock Compensation		638			793			576			456			2,463
Service Adjusted EBITDA	$	5,473		$	5,549		$	4,562		$	7,039		$	22,623
Distribution Operating Income	$	1,072		$	1,119		$	1,327		$	1,308		$	4,826
+ Depreciation & Amortization		502			532			556			565			2,155
+ Other (Expense) / Income		70			10			(99	)		(78	)		(97	)
+ Noncash Stock Compensation		190			321			239			164			914
Distribution Adjusted EBITDA	$	1,834		$	1,982		$	2,023		$	1,959		$	7,798

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 12 of 14

TRANSCAT, INC.
Adjusted Diluted EPS Reconciliation Table
(In Thousands, Except Per Share Amounts)
(Unaudited)

	Fiscal 2024
	Q1			Q2			Q3			Q4			YTD
Net Income	$	2,949		$	460		$	3,348		$	6,890		$	13,647
+ Amortization of Intangible Assets		1,093			1,416			1,674			1,447			5,630
+ Acquisition Amortization of Backlog		-			19			24			24			67
+ Acquisition Deal Costs		185			328			78			81			672
+ Acquisition Stock Expense		182			274			265			258			979
+ Income Tax Effect at 25%		(365	)		(509	)		(532	)		(431	)		(1,837	)
+ Acquisition Earn-Out Adjustment		-			2,800			87			(2,358	)		529
Adjusted Net Income	$	4,044		$	4,788		$	4,944		$	5,911		$	19,687
Average Diluted Shares Outstanding		7,762			7,948			8,752			8,972			8,352
Diluted Earnings Per Share	$	0.38		$	0.06		$	0.38		$	0.77		$	1.63
Adjusted Diluted Earnings Per Share	$	0.52		$	0.60		$	0.56		$	0.66		$	2.36
	Fiscal 2023
	Q1			Q2			Q3			Q4			YTD
Net Income	$	3,072		$	2,357		$	1,601		$	3,658		$	10,688
+ Amortization of Intangible Assets		1,084			1,147			1,180			1,043			4,454
+ Acquisition Deal Costs		30			-			96			59			185
+ Acquisition Stock Expense		269			239			158			167			833
+ Income Tax Effect at 25%		(346	)		(346	)		(359	)		(317	)		(1,368	)
Adjusted Net Income	$	4,109		$	3,397		$	2,676		$	4,610		$	14,792
Average Diluted Shares Outstanding		7,629			7,646			7,666			7,688			7,645
Diluted Earnings Per Share	$	0.40		$	0.31		$	0.21		$	0.48		$	1.40
Adjusted Diluted Earnings Per Share	$	0.54		$	0.44		$	0.35		$	0.60		$	1.93

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 13 of 14

TRANSCAT, INC.
Additional Information - Business Segment Data
(Dollars in thousands)
(Unaudited)

							Change
SERVICE	FY 2024 Q4			FY 2023 Q4			$'s			%
Service Revenue	$	46,732		$	39,763		$	6,969			17.5	%
Cost of Revenue		30,028			26,240			3,788			14.4	%
Gross Profit	$	16,704		$	13,523		$	3,181			23.5	%
Gross Margin		35.7	%		34.0	%
Selling, Marketing & Warehouse Expenses	$	4,490		$	4,121		$	369			9.0	%
General and Administrative Expenses		4,070			4,855			(785	)		(16.2	)%
Operating Income	$	8,144		$	4,547		$	3,597			79.1	%
% of Revenue		17.4	%		11.4	%

							Change
DISTRIBUTION	FY 2024 Q4			FY 2023 Q4			$'s			%
Distribution Sales	$	24,181		$	22,304		$	1,877			8.4	%
Cost of Sales		16,850			16,677			173			1.0	%
Gross Profit	$	7,331		$	5,627		$	1,704			30.3	%
Gross Margin		30.3	%		25.2	%
Selling, Marketing & Warehouse Expenses	$	3,376		$	2,325		$	1,051			45.2	%
General and Administrative Expenses		2,895			1,994			901			45.2	%
Operating Income	$	1,060		$	1,308		$	(248	)		(19.0	)%
% of Sales		4.4	%		5.9	%

							Change
TOTAL	FY 2024 Q4			FY 2023 Q4			$'s		%
Total Revenue	$	70,913		$	62,067		$	8,846		14.3	%
Total Cost of Revenue		46,878			42,917			3,961		9.2	%
Gross Profit	$	24,035		$	19,150		$	4,885		25.5	%
Gross Margin		33.9	%		30.9	%
Selling, Marketing & Warehouse Expenses	$	7,866		$	6,446		$	1,420		22.0	%
General and Administrative Expenses		6,965			6,849			116		1.7	%
Operating Income	$	9,204		$	5,855		$	3,349		57.2	%
% of Revenue		13.0	%		9.4	%

Transcat Reports double-digit Organic Service Revenue Growth and significant Gross Margin expansion in both Segments for the Fourth Quarter and Full Year 2024
May 20, 2024
Page 14 of 14

TRANSCAT, INC.
Additional Information - Business Segment Data
(Dollars in thousands)
(Unaudited)

							Change
	FY 2024			FY 2023
SERVICE	YTD			YTD			$'s		%
Service Revenue	$	169,525		$	144,883		$	24,642		17.0	%
Cost of Revenue		112,272			98,245			14,027		14.3	%
Gross Profit	$	57,253		$	46,638		$	10,615		22.8	%
Gross Margin		33.8	%		32.2	%
Selling, Marketing & Warehouse Expenses	$	16,942		$	15,725		$	1,217		7.7	%
General and Administrative Expenses		25,268			19,491			5,777		29.6	%
Operating Income	$	15,043		$	11,422		$	3,621		31.7	%
% of Revenue		8.9	%		7.9	%

							Change
	FY 2024			FY 2023
DISTRIBUTION	YTD			YTD			$'s			%
Distribution Sales	$	89,956		$	85,686		$	4,270			5.0	%
Cost of Sales		63,403			63,969			(566	)		(0.9	)%
Gross Profit	$	26,553		$	21,717		$	4,836			22.3	%
Gross Margin		29.5	%		25.3	%
Selling, Marketing & Warehouse Expenses	$	11,769		$	9,036		$	2,733			30.2	%
General and Administrative Expenses		10,046			7,855			2,191			27.9	%
Operating Income	$	4,738		$	4,826		$	(88	)		(1.8	)%
% of Sales		5.3	%		5.6	%

							Change
	FY 2024			FY 2023
TOTAL	YTD			YTD			$'s		%
Total Revenue	$	259,481		$	230,569		$	28,912		12.5	%
Total Cost of Revenue		175,675			162,214			13,461		8.3	%
Gross Profit	$	83,806		$	68,355		$	15,451		22.6	%
Gross Margin		32.3	%		29.6	%
Selling, Marketing & Warehouse Expenses	$	28,711		$	24,761		$	3,950		16.0	%
General and Administrative Expenses		35,314			27,346			7,968		29.1	%
Operating Income	$	19,781		$	16,248		$	3,533		21.7	%
% of Revenue		7.6	%		7.0	%

EX-99.2

EX-99 - Exhibit 99.2

XML

Document And Entity Information	May 21, 2024
Document Information [Line Items]
Entity, Registrant Name	Transcat, Inc.
Document, Type	8-K
Document, Period End Date	May 21, 2024
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