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)	January 30, 2023
Transcat, Inc.
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(Exact name of registrant as specified in its charter)
Ohio	000-03905	16-0874418
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(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
35 Vantage Point Drive, Rochester, New York	14624
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(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(585) 352-7777
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(Former name or former address, if changed since last report)
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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. ☐

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Item 2.02	Results of Operations and Financial Condition.

On January 30, 2023, Transcat, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal year 2023 third quarter ended December 24, 2022. The press release is attached to this Form 8-K as Exhibit 99.1.

In addition, on January 31, 2023, 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 January 31, 2023. 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 January 30, 2023
99.2	Slides for the January 31, 2023 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: January 31, 2023	By:	/s/ James M. Jenkins
		James M. Jenkins
		General Counsel and VP of Corporate Development

ex_457946.htm

Exhibit 99.1

NEWS<br> RELEASE

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

IMMEDIATE RELEASE

Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

●	Service revenue up 19.0%, service organic revenue growth of 12.0%
●	Consolidated gross profit increased 20.3%; consolidated gross margin expanded by 180 basis points
●	Consolidated adjusted EBITDA of $6.6 million, an increase of 20.5%.  EBITDA margin increased 80 basis points

ROCHESTER, NY, January 30, 2023 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leading provider of accredited calibration, repair, inspection and laboratory instrument services and value-added distributor of professional grade handheld test, measurement and control instrumentation, today reported financial results for its third quarter ended December 24, 2022 (the “third quarter”) of fiscal year 2023, which ends March 25, 2023 (“fiscal 2023”).  Results include the previously reported acquisitions of Cal OpEx Limited (d/b/a NEXA Enterprise Asset Management) (“NEXA”) effective August 31, 2021, Tangent Labs, LLC (“Tangent”) effective December 31, 2021, Charlton Jeffmont Inc., Raitz Inc. and Toolroom Calibration Inc. (d/b/a Alliance Calibration) (“Alliance”) effective May 31, 2022, e2b Calibration ("e2b"), effective September 27, 2022 and Galium Limited (d/b/a Complete Calibrations) ("Complete Calibrations"), effective September 28, 2022.

“We are pleased with the strong execution of our strategic plan which resulted in 19% Service revenue growth, 12% of which was organic. We expanded consolidated gross margins 180 basis points year over year, expanded Service gross margins by 30 basis points and grew EBITDA over 20%.” commented Lee D. Rudow, President and CEO. “The Transcat Team continues to deliver strong performance over time, which is demonstrated by our consistent revenue and profit growth over the past decade.  Demand for our core calibration services remains robust and the NEXA asset management business continues to be a differentiator for Transcat, driving synergies that contributed to double digit organic growth in the third quarter.”

“Our Distribution segment also performed very well in the third quarter with revenue increasing 3.7% and gross margin expanding 370 basis points to 26.2%, driven primarily by higher levels of demand in our high-margin rental business.  The industry continues to be impacted by global supply chain challenges, so these results reflect Transcat’s ability to work creatively to deliver excellent results and satisfy our customers’ needs.  Demand remains strong, as evidenced by a quarter end backlog of $9.5 million, up 7% year over year.”

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin ExpansionJanuary 30, 2023Page 2 of 14

Mr. Rudow added, “Acquisitions continue to be an important part of our overall growth strategy and we added e2b Calibration, located in Cleveland, Ohio, to the Transcat family early in the quarter.  e2b Calibration is a proven leader in the aviation industry, with particular strength in avionics and we are already starting to see the benefits that comes by leveraging Transcat’s infrastructure and geographic footprint to further accelerate e2b’s growth.   We could not be happier with what we have seen in the early stages of this acquisition.”

Third Quarter Fiscal 2023 Review

(Results are compared with the third quarter of the fiscal year ended March 26, 2022 (“fiscal 2022”))

( in thousands)		****			****	Change
			FY22 Q3			's		%
Service Revenue	35,977		$	30,237					19.0	%
Distribution Sales	21,425			20,665					3.7	%
Revenue	57,402		$	50,902					12.8	%
Gross Profit	16,400		$	13,636					20.3	%
Gross Margin	28.6	%		26.8	%
Operating Income	3,163		$	2,361					34.0	%
Operating Margin	5.5	%		4.6	%
Net Income	1,601		$	1,629			)		(1.7	)%
Net Margin	2.8	%		3.2	%
Adjusted EBITDA*	6,585		$	5,466					20.5	%
Adjusted EBITDA* Margin	11.5	%		10.7	%
Diluted EPS	0.21		$	0.21					0.0	%
Adjusted Diluted EPS*	0.35		$	0.36			)		(2.8	)%

All values are in US Dollars.

*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 $57.4 million, an increase of 12.8%. Consolidated gross profit was $16.4 million, an increase of $2.8 million, or 20.3%, while gross margin expanded 180 basis points due to improvements in both operating segments. Operating expenses were $13.2 million, an increase of $2.0 million, or 17.4%, driven by incremental expenses from acquired businesses (including stock-based compensation expense), increased intangibles amortization expense, and higher incentive-based employee costs due to higher sales. Adjusted EBITDA was $6.6 million which represented an increase of $1.1 million or 20.5%. Net income per diluted share was consistent at $0.21 and adjusted diluted earnings per share was $0.35 versus $0.36 last year.

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin ExpansionJanuary 30, 2023Page 3 of 14

Service segment delivers strong third quarter results

Represents the accredited calibration, repair, inspection and laboratory instrument services business (62.7% of total revenue for the third quarter of fiscal 2023).

( in thousand)		****			****	Change
			FY22 Q3			's	%
Service Segment Revenue	35,977		$	30,237				19.0	%
Gross Profit	10,793		$	8,983				20.1	%
Gross Margin	30.0	%		29.7	%
Operating Income	1,836		$	1,661				10.5	%
Operating Margin	5.1	%		5.5	%
Adjusted EBITDA*	4,562		$	4,088				11.6	%
Adjusted EBITDA* Margin	12.7	%		13.5	%

All values are in US Dollars.

*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.

Service segment revenue was $36.0 million, an increase of $5.7 million or 19.0% and included $2.1 million of incremental revenue from acquisitions.  Organic revenue growth was 12.0% and was driven by strong end market demand and continued market share gains. The segment gross margin increased 30 basis points from prior year primarily due to improved productivity offset by increased start-up costs from new client-based lab implementations.

Distribution segment shows continued margin improvement

Represents the sale and rental of new and used professional grade handheld test, measurement and control instrumentation (37.3% of total revenue for the third quarter of fiscal 2023).

( in thousands)		****			****	Change
			FY22 Q3			's	%
Distribution Segment Sales	21,425		$	20,665				3.7	%
Gross Profit	5,607		$	4,653				20.5	%
Gross Margin	26.2	%		22.5	%
Operating Income	1,327		$	700				89.6	%
Operating Margin	6.2	%		3.4	%
Adjusted EBITDA*	2,023		$	1,378				46.8	%
Adjusted EBITDA* Margin	9.4	%		6.7	%

All values are in US Dollars.

*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 $21.4 million, an increase of 3.7% on improved end market demand and strength in our Rentals business.  Distribution segment gross margin was 26.2%, an increase of 370 basis points due to a favorable sales mix driven by strength in the Rentals business.

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 4 of 14

Nine Month Review

(Results are compared with the first nine months of fiscal 2 022 )

Total revenue was $168.5 million, an increase of $19.4 million or 13.0%.  Consolidated gross profit was $49.2 million, up $7.4 million, or 17.8%, and gross margin expanded to 29.2% or 120 basis points.  Consolidated operating expenses were $38.8 million, an increase of $6.7 million, or 20.8%, 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 $10.4 million compared with $9.6 million in last fiscal year’s period, an increase of 7.9%.

Adjusted EBITDA was $21.4 million which represented an increase of $2.8 million or 14.8%. Net income per diluted share decreased to $0.92 from $1.10 and adjusted diluted earnings per share was $1.33 versus $1.48 last year. The effective tax rate was 18.8% compared to 7.9% in the prior year, which benefited significantly from share-based payments and stock option activity. The increase in the tax rate had an unfavorable impact of $0.12 per diluted earnings per share and adjusted diluted earnings per share when compared to the prior year.

Balance Sheet and Cash Flow Overview

At December 24, 2022, the Company had $37.8 million available for borrowing under its secured revolving credit facility.  Total debt of $49.2 million was up $0.7 million from fiscal 2022 year-end due to the acquisitions of Alliance, Complete Calibrations and e2b during the current fiscal year.  The Company’s leverage ratio, as defined in the credit agreement, was 1.66 at December 24, 2022, compared with 1.74 at March 26, 2022.

Outlook

Mr. Rudow concluded, “We are pleased with the impressive growth across all of our business channels including double-digit organic Service growth in our fiscal third quarter. We expect our unique value proposition to continue to drive a sustainable competitive advantage in the highly regulated markets that we serve, particularly the Life Science and Aerospace and Defense markets.

We are confident our work around differentiation, which includes Nexa’s unique service tracks, data analytic capabilities and consulting platform, will foster continued consistent organic revenue growth. Driven by recurring revenue streams and high levels of regulation, we expect our Service segment to outperform through various economic cycles.

Our acquisition pipeline is very active. Acquisitions, which have generated compelling returns throughout the fiscal year, will continue to be an important component of Service growth. In addition, in both the quarter and year ahead, we expect organic Service revenue growth to remain in the high-single digit range. We also expect gross margin improvement to continue as a by-product of both growth and successful execution of various ongoing productivity enhancement programs.”

Transcat expects its income tax rate to range between 21% and 23% in fiscal 2023. This estimate includes Federal, various state, Canadian and Irish income taxes and reflects the discrete tax accounting associated with share-based payment awards.

Webcast and Conference Call

Transcat will host a conference call and webcast on Tuesday, January 31, 2023 at 11:00 a.m. ET.  Management will review the financial and operating results for the third quarter, 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.

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 5 of 14

A telephonic replay will be available from 2:00 p.m. ET on the day of the call through Tuesday, February 7, 2023. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 13735773, 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), 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 12for 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 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.

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

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, 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 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:

Tom Barbato

Phone: (585) 505-6530

Email: Thomas.Barbato@transcat.com

FINANCIAL TABLES FOLLOW.

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 7 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

	(Unaudited)				(Unaudited)
	Third Quarter Ended				Nine Months Ended
	December 24,		December 25,		December 24,		December 25,
	2022		2021		2022		2021
Service Revenue	$	35,977	$	30,237	$	105,120	$	87,338
Distribution Sales		21,425		20,665		63,382		61,741
Total Revenue		57,402		50,902		168,502		149,079
Cost of Service Revenue		25,184		21,254		72,005		59,891
Cost of Distribution Sales		15,818		16,012		47,292		47,421
Total Cost of Revenue		41,002		37,266		119,297		107,312
Gross Profit		16,400		13,636		49,205		41,767
Selling, Marketing and Warehouse Expenses		6,595		5,051		18,315		15,022
General and Administrative Expenses		6,642		6,224		20,497		17,117
Total Operating Expenses		13,237		11,275		38,812		32,139
Operating Income		3,163		2,361		10,393		9,628
Interest and Other Expense, net		1,039		136		1,732		581
Income Before Income Taxes		2,124		2,225		8,661		9,047
Provision for Income Taxes		523		596		1,631		715
Net Income	$	1,601	$	1,629	$	7,030	$	8,332
Basic Earnings Per Share	$	0.21	$	0.22	$	0.93	$	1.11
Average Shares Outstanding		7,559		7,519		7,547		7,487
Diluted Earnings Per Share	$	0.21	$	0.21	$	0.92	$	1.10
Average Shares Outstanding		7,666		7,653		7,644		7,599

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 8 of 14

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

			(Audited)
			March 26,
			2022
ASSETS		****			****
Current Assets:
Cash	1,593		$	1,396
Accounts Receivable, less allowance for doubtful accounts of 488 and 460 as of December 24, 2022 and March 26, 2022, respectively	37,702			39,737
Other Receivables	377			558
Inventory, net	16,884			12,712
Prepaid Expenses and Other Current Assets	4,141			5,301
Total Current Assets	60,697			59,704
Property and Equipment, net	28,334			26,439
Goodwill	68,826			65,074
Intangible Assets, net	14,843			14,692
Right To Use Assets, net	14,874			11,026
Other Assets	895			827
Total Assets	188,469		$	177,762
LIABILITIES AND SHAREHOLDERS' EQUITY		****			****
Current Liabilities:
Accounts Payable	13,845		$	14,171
Accrued Compensation and Other Current Liabilities	9,012			11,378
Current Portion of Long-Term Debt	2,227			2,161
Total Current Liabilities	25,084			27,710
Long-Term Debt	46,941			46,291
Deferred Tax Liabilities, net	6,672			6,724
Lease Liabilities	12,998			9,194
Other Liabilities	1,490			1,667
Total Liabilities	93,185			91,586
Shareholders' Equity:
Common Stock, par value 0.50 per share, 30,000,000 shares authorized; 7,560,420 and 7,529,078 shares issued and outstanding as of December 24, 2022 and March 26, 2022, respectively	3,780			3,765
Capital in Excess of Par Value	27,123			23,900
Accumulated Other Comprehensive Loss	(1,123	)		(233	)
Retained Earnings	65,504			58,744
Total Shareholders' Equity	95,284			86,176
Total Liabilities and Shareholders' Equity	188,469		$	177,762

All values are in US Dollars.

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 9 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	(Unaudited)
	Nine Months Ended
	December 24,			December 25,
	2022			2021
Cash Flows from Operating Activities:
Net Income	$	7,030		$	8,332
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Loss on Disposal of Property and Equipment		62			113
Deferred Income Taxes		(52	)		5
Depreciation and Amortization		8,243			6,899
Provision for Accounts Receivable and Inventory Reserves		174			417
Stock-Based Compensation Expense		2,757			1,681
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables		1,850			1,185
Inventory		(3,589	)		(1,794	)
Prepaid Expenses and Other Current Assets		1,074			(3,280	)
Accounts Payable		(424	)		689
Accrued Compensation and Other Current Liabilities		(3,150	)		(1,470	)
Income Taxes Payable		-			(399	)
Net Cash Provided by Operating Activities		13,975			12,378
Cash Flows from Investing Activities:
Purchases of Property and Equipment		(7,149	)		(5,861	)
Proceeds from Sale of Property and Equipment		10			12
Business Acquisitions, net of cash acquired		(8,306	)		(20,910	)
Net Cash Used in Investing Activities		(15,445	)		(26,759	)
Cash Flows from Financing Activities:
Proceeds from Revolving Credit Facility, net		2,286			22,760
Repayments of Term Loan		(1,570	)		(1,565	)
Issuance of Common Stock		503			1,354
Repurchase of Common Stock		(437	)		(5,649	)
Net Cash Provided by Financing Activities		782			16,900
Effect of Exchange Rate Changes on Cash		885			(300	)
Net Increase in Cash		197			2,219
Cash at Beginning of Period		1,396			560
Cash at End of Period	$	1,593		$	2,779

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 10 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			$	7,030
+ Interest Expense		360			550			726				1,636
+ Other Expense / (Income)		(204	)		(13	)		313				96
+ Tax Provision		376			732			523				1,631
Operating Income	$	3,604		$	3,626		$	3,163			$	10,393
+ Depreciation & Amortization		2,641			2,778			2,824				8,243
+ Transaction Expense		30			-			96				126
+ Other (Expense) / Income		204			13			(313	)			(96	)
+ Noncash Stock Compensation		828			1,114			815				2,757
Adjusted EBITDA	$	7,307		$	7,531		$	6,585			$	21,423
Segment Breakdown
Service Operating Income	$	2,532		$	2,507		$	1,836			$	6,875
+ Depreciation & Amortization		2,139			2,246			2,268				6,653
+ Transaction Expense		30			-			96				126
+ Other (Expense) / Income		134			3			(214	)			(77	)
+ Noncash Stock Compensation		638			793			576				2,007
Service Adjusted EBITDA	$	5,473		$	5,549		$	4,562			$	15,584
Distribution Operating Income	$	1,072		$	1,119		$	1,327			$	3,518
+ Depreciation & Amortization		502			532			556				1,590
+ Other (Expense) / Income		70			10			(99	)			(19	)
+ Noncash Stock Compensation		190			321			239				750
Distribution Adjusted EBITDA	$	1,834		$	1,982		$	2,023			$	5,839

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 11 of 14

TRANSCAT, INC.

Adjusted EBITDA Reconciliation Table

(In thousands)

(Unaudited)

	Fiscal 2022
	Q1			Q2			Q3			Q4			YTD
Net Income	$	3,688		$	3,015		$	1,629		$	3,048		$	11,380
+ Interest Expense		189			169			194			258			810
+ Other Expense / (Income)		6			81			(58	)		114			143
+ Tax Provision		(194	)		313			596			1,095			1,810
Operating Income	$	3,689		$	3,578		$	2,361		$	4,515		$	14,143
+ Depreciation & Amortization		1,990			2,141			2,368			2,578			9,077
+ Transaction Expense		-			821			55			26			902
+ Other (Expense) / Income		(6	)		(81	)		58			(114	)		(143	)
+ Noncash Stock Compensation		437			620			624			647			2,328
Adjusted EBITDA	$	6,110		$	7,079		$	5,466		$	7,652		$	26,307
Segment Breakdown
Service Operating Income	$	2,974		$	2,647		$	1,661		$	3,532		$	10,814
+ Depreciation & Amortization		1,488			1,634			1,861			2,070			7,053
+ Transaction Expense		-			821			55			26			902
+ Other (Expense) / Income		(2	)		(56	)		36			(82	)		(104	)
+ Noncash Stock Compensation		261			414			475			482			1,632
Service Adjusted EBITDA	$	4,721		$	5,460		$	4,088		$	6,028		$	20,297
Distribution Operating Income	$	715		$	931		$	700		$	983		$	3,329
+ Depreciation & Amortization		502			507			507			508			2,024
+ Other (Expense) / Income		(4	)		(25	)		22			(32	)		(39	)
+ Noncash Stock Compensation		176			206			149			165			696
Distribution Adjusted EBITDA	$	1,389		$	1,619		$	1,378		$	1,624		$	6,010

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 12 of 14

TRANSCAT, INC.

Adjusted Diluted EPS Reconciliation Table

(In Thousands, Except Per Share Amounts)

(Unaudited)

	Fiscal 2023
	Q1			Q2			Q3			Q4			YTD
Net Income	$	3,072		$	2,357		$	1,601					$	7,030
+ Amortization of Intangible Assets		1,084			1,147			1,180						3,411
+ Acquisition Amortization of Backlog		-			-			-						-
+ Acquisition Deal Costs		299			239			254						792
+ Income Tax Effect at 25%		(346	)		(346	)		(359	)					(1,051	)
Adjusted Net Income	$	4,109		$	3,397		$	2,676					$	10,182
Average Diluted Shares Outstanding		7,629			7,646			7,666						7,644
Diluted Earnings Per Share	$	0.40		$	0.31		$	0.21					$	0.92
Adjusted Diluted Earnings Per Share	$	0.54		$	0.44		$	0.35					$	1.33
	Fiscal 2022
	Q1			Q2			Q3			Q4			YTD
Net Income	$	3,688		$	3,015		$	1,629		$	3,048		$	11,380
+ Amortization of Intangible Assets		620			729			947			1,098			3,394
+ Acquisition Amortization of Backlog		-			100			300			90			490
+ Acquisition Deal Costs		-			900			293			265			1,458
+ Income Tax Effect at 25%		(155	)		(432	)		(385	)		(363	)		(1,335	)
Adjusted Net Income	$	4,153		$	4,312		$	2,784		$	4,138		$	15,387
Average Diluted Shares Outstanding		7,593			7,595			7,653			7,636			7,589
Diluted Earnings Per Share	$	0.49		$	0.40		$	0.21		$	0.40		$	1.50
Adjusted Diluted Earnings Per Share	$	0.55		$	0.57		$	0.36		$	0.54		$	2.03

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 13 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

			****			****	Change
SERVICE	FY 2023 Q3			FY 2022 Q3			's	%
Service Revenue	$	35,977		$	30,237				19.0	%
Cost of Revenue		25,184			21,254				18.5	%
Gross Profit	$	10,793		$	8,983				20.1	%
Gross Margin		30.0	%		29.7	%
Selling, Marketing & Warehouse Expenses	$	4,230		$	3,007				40.7	%
General and Administrative Expenses		4,727			4,315				9.5	%
Operating Income	$	1,836		$	1,661				10.5	%
% of Revenue		5.1	%		5.5	%

All values are in US Dollars.

			****			****	Change
DISTRIBUTION	FY 2023 Q3			FY 2022 Q3			's		%
Distribution Sales	$	21,425		$	20,665					3.7	%
Cost of Sales		15,818			16,012			)		(1.2	)%
Gross Profit	$	5,607		$	4,653					20.5	%
Gross Margin		26.2	%		22.5	%
Selling, Marketing & Warehouse Expenses	$	2,365		$	2,044					15.7	%
General and Administrative Expenses		1,915			1,909					0.3	%
Operating Income	$	1,327		$	700					89.6	%
% of Sales		6.2	%		3.4	%

All values are in US Dollars.

			****			****	Change
TOTAL	FY 2023 Q3			FY 2022 Q3			's	%
Total Revenue	$	57,402		$	50,902				12.8	%
Total Cost of Revenue		41,002			37,266				10.0	%
Gross Profit	$	16,400		$	13,636				20.3	%
Gross Margin		28.6	%		26.8	%
Selling, Marketing & Warehouse Expenses	$	6,595		$	5,051				30.6	%
General and Administrative Expenses		6,642			6,224				6.7	%
Operating Income	$	3,163		$	2,361				34.0	%
% of Revenue		5.5	%		4.6	%

All values are in US Dollars.

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Transcat Reports Third Quarter EBITDA Increase of 20% on 19% Service Revenue Growth and Strong Gross Margin Expansion

January 30, 2023

Page 14 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

	****	****	****	****	****	****	Change
	FY 2023			FY 2022				****	****	****	****
SERVICE	YTD			YTD			's		%
Service Revenue	$	105,120		$	87,338					20.4	%
Cost of Revenue		72,005			59,891					20.2	%
Gross Profit	$	33,115		$	27,447					20.7	%
Gross Margin		31.5	%		31.4	%
Selling, Marketing & Warehouse Expenses	$	11,604		$	8,557					35.6	%
General and Administrative Expenses		14,636			11,608					26.1	%
Operating Income	$	6,875		$	7,282			)		(5.6	)%
% of Revenue		6.5	%		8.3	%

All values are in US Dollars.

	****	****	****	****	****	****	Change
	FY 2023			FY 2022				****	****	****	****
DISTRIBUTION	YTD			YTD			's		%
Distribution Sales	$	63,382		$	61,741					2.7	%
Cost of Sales		47,292			47,421			)		(0.3	)%
Gross Profit	$	16,090		$	14,320					12.4	%
Gross Margin		25.4	%		23.2	%
Selling, Marketing & Warehouse Expenses	$	6,711		$	6,465					3.8	%
General and Administrative Expenses		5,861			5,509					6.4	%
Operating Income	$	3,518		$	2,346					50.0	%
% of Sales		5.6	%		3.8	%

All values are in US Dollars.

	****	****	****	****	****	****	Change
	FY 2023			FY 2022				****	****	****
TOTAL	YTD			YTD			's	%
Total Revenue	$	168,502		$	149,079				13.0	%
Total Cost of Revenue		119,297			107,312				11.2	%
Gross Profit	$	49,205		$	41,767				17.8	%
Gross Margin		29.2	%		28.0	%
Selling, Marketing & Warehouse Expenses	$	18,315		$	15,022				21.9	%
General and Administrative Expenses		20,497			17,117				19.7	%
Operating Income	$	10,393		$	9,628				7.9	%
% of Revenue		6.2	%		6.5	%

All values are in US Dollars.

Image Exhibit

Exhibit 99.2

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