8-K

TRANSCAT INC (TRNS)

8-K 2025-05-20 For: 2025-05-20
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 20, 2025
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. ☐


Item 2.02 Results of Operations and Financial Condition.

On May 19, 2025, Transcat, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal fourth quarter and year ended March 29, 2025 ("fiscal 2025"). The press release is attached to this Form 8-K as Exhibit 99.1.  The Company issued a corrected press release to correct a clerical error regarding incremental revenue from acquisitions for the fourth quarter of fiscal 2025.  The corrected press release is attached to the Form 8-K as Exhibit 99.2.

In addition, on May 20, 2025, 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 20, 2025. The slides are attached to this Form 8-K as Exhibit 99.3.

The information furnished pursuant to this Item 2.02, including Exhibits 99.1, 99.2 and 99.3, 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 19, 2025
99.2 Transcat, Inc. Press Release dated May 19, 2025 (corrected)
99.3 Slides for the May 20, 2025 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 20, 2025 By: /s/ Thomas L. Barbato
Thomas L. Barbato
senior Vice President of Finance and Chief Financial Officer

ex_778677.htm

Exhibit 99.1

NEWS<br> RELEASE

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

IMMEDIATE RELEASE

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial Results

Q4’25 Service Revenue Increased 11% to $52 Million
Q4’25 Service Gross Profit Increased 13% on Double-Digit Revenue Growth
Q4’25 Service Gross Margins Expanded 50 Basis Points to 36.2% on Improved Productivity and Shift to Automation
Q4’25 Adjusted EBITDA Increased 9% to $12.7 Million Driven by Strength in the Calibration Business
Full Fiscal Year 2025 Revenue Increased 7% to $278 Million with Growth in Both Segments
Management to Host Conference Call Tomorrow at 11:00 a.m. Eastern Time

ROCHESTER, NY, May 19, 2025 – 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 fiscal fourth quarter and year ended March 29, 2025.

Management Commentary

“Consolidated revenue grew 9% in the fiscal fourth quarter as strength in the Calibration business drove double-digit Service revenue growth and margin expansion,” said Lee D. Rudow, President and CEO of Transcat. “Acquisitions continued to play a key role in Service revenue, including most recently Martin Calibration which we are swiftly integrating into our operations. Driven by consistent demand in the Calibration business, Service organic growth was in the high single-digit range for Q4 and the full year, when normalized for the 53rd week and excluding the Transcat Solutions channel. Revenue growth in both segments combined with continued productivity gains from increased automation and process improvements drove EBITDA growth for Q4 and the full year.

“The macroeconomic backdrop, including tariffs, has become more uncertain since the beginning of the year. However, our business model is resilient. The regulatory standards for manufacturers imposed by entities including the FDA, FAA and Department of Defense fundamentally drive the opportunity for ongoing organic Service growth of our differentiated calibration services. From a tariff standpoint, higher levels of US manufacturing overtime will provide increased opportunity for Transcat. Our dedicated team has a proven track record of delivering profitable revenue growth over the past decade and a half. We believe our team in combination with the recurring revenue inherent in the industries we serve, diversified portfolio with a Fortune 500 client base, and strong balance sheet will continue to differentiate Transcat during Fiscal 2026 and beyond.

“While we would expect some downward pressure in revenue in a highly volatile economic backdrop, generally our business model holds up well and will return to high single-digit Service organic revenue growth as macro-trends normalize. Inherent operating leverage in our Service model, along with automation of our calibration processes and focus on productivity, remain key enablers of Service margin expansion. We will continue to leverage our acquisition expertise and are excited with the current flow of strategic opportunities. We believe strong execution, paired with strategic acquisitions, positions us well to drive long-term shareholder value.”


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial Results

May 19, 2025Page 2 of 14

Fourth Quarter Fiscal 2025 Review

(Results are compared with the fourth quarter of the fiscal year ended March 30, 2024 ("fiscal 2024") )

( in thousands) **** **** Change
FY24 Q4 's %
Service Revenue 52,010 $ 46,732 11.3 %
Distribution Revenue 25,124 24,181 3.9 %
Revenue 77,134 $ 70,913 8.8 %
Gross Profit 25,913 $ 24,035 7.8 %
Gross Margin 33.6 % 33.9 %
Operating Income 6,940 $ 9,204 ) (24.6 )%
Operating Margin 9.0 % 13.0 %
Net Income 4,464 $ 6,890 ) (35.2 )%
Net Margin 5.8 % 9.7 %
Adjusted EBITDA* 12,745 $ 11,682 9.1 %
Adjusted EBITDA* Margin 16.5 % 16.5 %
Diluted EPS 0.48 $ 0.77 ) (37.6 )%
Adjusted Diluted EPS* 0.64 $ 0.66 ) (3.1 )%

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 $77.1 million, an increase of 8.8%, even though fiscal 2025 had 13 weeks compared to 14 weeks in fiscal 2024. Consolidated gross profit was $25.9 million, an increase of $1.9 million, or 7.8%, while gross margin decreased by 30 basis points due to lower distribution gross margin.

Operating expenses were $19.0 million, an increase of $4.1 million, or 27.9%, 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 in fiscal 2024.

Adjusted EBITDA was $12.7 million which represented an increase of $1.1 million or 9.1%. Net income per diluted share of $0.48 was down from $0.77 and adjusted diluted earnings per share decreased to $0.64 versus $0.66 last year, which includes the non-cash reversal of $2.4 million for the amended NEXA Earn-Out agreement.

Service Segment Fiscal 2025 Fourth Quarter Results

Represents the accredited calibration, repair, inspection and laboratory instrument services business (67.4% of total revenue for the fourth quarter of fiscal 2025).

( in thousand) **** **** Change
FY24 Q4 's %
Service Segment Revenue 52,010 $ 46,732 11.3 %
Gross Profit 18,828 $ 16,704 12.7 %
Gross Margin 36.2 % 35.7 %
Operating Income 5,976 $ 8,144 ) (26.6 )%
Operating Margin 11.5 % 17.4 %
Adjusted EBITDA* 10,185 $ 8,741 16.5 %
Adjusted EBITDA* Margin 19.6 % 18.7 %

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.

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025Page 3 of 14

Service segment revenue was $52.0 million, an increase of $5.3 million or 11.3% and included $10.4 million of incremental revenue from acquisitions. Organic revenue declined 2% because of one less week in fiscal 2025. When normalized for the 53rd week, Service organic growth was in the low-to-mid single-digit range, consistent with previous guidance. The segment gross margin increased 50 basis points from the prior year, primarily due to continued productivity improvements.

Distribution Segment Fiscal 2025 Fourth Quarter Results

Represents the sale and rental of new and used professional grade handheld test, measurement and control instrumentation (32.6% of total revenue for the fourth quarter of fiscal 2025).

( in thousands) **** **** Change
FY24 Q4 's %
Distribution Segment Revenue 25,124 $ 24,181 3.9 %
Gross Profit 7,085 $ 7,331 ) (3.4 )%
Gross Margin 28.2 % 30.3 %
Operating Income 964 $ 1,060 ) (9.1 )%
Operating Margin 3.8 % 4.4 %
Adjusted EBITDA* 2,560 $ 2,941 ) (13.0 )%
Adjusted EBITDA* Margin 10.2 % 12.2 %

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 $25.1 million, an increase of 3.9% on improved rental sales including acquisitions. Distribution segment gross margin was 28.2%, a decrease of 210 basis points due to the sales mix of products sold.

Full-Year Fiscal 2025 Review

(Results are compared with full-year fiscal 2 024 )

( in thousands) **** **** Change
FY 2024 's %
Service Revenue 181,428 169,525 7.0 %
Distribution Revenue 96,993 89,956 7.8 %
Revenue 278,421 $ 259,481 7.3 %
Gross Profit 89,453 $ 83,806 6.7 %
Gross Margin 32.1 % 32.3 %
Operating Income 17,874 $ 19,781 ) (9.6 )%
Operating Margin 6.4 % 7.6 %
Net Income 14,515 $ 13,647 6.4 %
Net Margin 5.2 % 5.3 %
Adjusted EBITDA* 39,732 $ 38,613 2.9 %
Adjusted EBITDA* Margin 14.3 % 14.9 %
Diluted EPS 1.57 $ 1.63 ) (3.8 )%
Adjusted Diluted EPS* 2.29 $ 2.36 ) (3.1 )%

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.

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 4 of 14

Total revenue was $278.4 million, an increase of $18.9 million or 7.3%. Consolidated gross profit was $89.5 million, up $5.6 million, or 6.7%, and gross margin was 32.1%, a decrease of 20 basis points.

Consolidated operating expenses were $71.6 million, an increase of $7.6 million, or 11.8%, 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 $17.9 million compared with $19.8 million in last fiscal year’s period, a decrease of 9.6%.

Adjusted EBITDA was $39.7 million which represented an increase of $1.1 million or 2.9%. Net income per diluted share decreased to $1.57 from $1.63 and adjusted diluted earnings per share was $2.29 versus $2.36 last year.

Balance Sheet and Cash Flow Overview

On March 29, 2025, the Company had $1.5 million in cash and cash equivalents on hand and $49.1 million available for borrowing under its secured revolving credit facility.  Total debt was $32.7 million versus $4.2 million on March 30, 2024.  The Company’s leverage ratio, as defined in the credit agreement, was 0.78 on March 29, 2025, compared with 0.10 on March 30, 2024.

Tom Barbato, Transcat’s Chief Financial Officer, added, “Service gross margins expanded 50bps on double-digit revenue growth in Q4 which further demonstrates our ability to leverage higher levels of Technician productivity and our differentiated value proposition. Q4 EBITDA grew 9% as both segments experienced revenue growth. Operating free cash flow expanded by $6.5 million in fiscal 2025 to $25.8 million. Our balance sheet remains very strong with a 0.78x leverage ratio and $49 million available from our credit facility at quarter-end. Given our financial strength and resilient business model, we are well-positioned for future growth.”

Fiscal Fourth Quarter and Full Year 2025 Results Webcast and Conference Call

Transcat will host a conference call and webcast on Tuesday, May 20, 2025, 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 can be viewed during the webcast or will be available at www.transcat.com/investor-relations.

To access the call, please use the following information:

Date: Tuesday, May 20, 2025
Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)
Dial-in: 1-877-407-4018
International Dial-in: 1-201-689-8471
Conference Code: 13753614
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1717999&tp_key=40fd39b758

A telephonic replay will be available approximately three hours after the call and will remain available through Tuesday, May 27, 2025. To listen to the archived call, dial 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and enter conference ID number 13753614, The replay can also be viewed through the webcast link above and the presentation utilized during the call will be available at www.transcat.com/investor-relations, where a transcript will also be posted once available.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 5 of 14

NOTE 1Non-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 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. In addition, Transcat operates calibration labs in 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.<br><br> <br><br><br> <br>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.
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Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 6 of 14

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.

Investor Relations

Chris Tyson

Executive Vice President

MZ Group - MZ North America

Phone: (949) 491-8235

TRNS@mzgroup.us

www.mzgroup.us

FINANCIAL TABLES FOLLOW.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

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 29, March 30, March 29, March 30,
2025 2024 2025 2024
Service Revenue $ 52,010 $ 46,732 $ 181,428 $ 169,525
Distribution Sales 25,124 24,181 96,993 89,956
Total Revenue 77,134 70,913 278,421 259,481
Cost of Service Revenue 33,182 30,028 120,769 112,272
Cost of Distribution Sales 18,039 16,850 68,199 63,403
Total Cost of Revenue 51,221 46,878 188,968 175,675
Gross Profit 25,913 24,035 89,453 83,806
Selling, Marketing and Warehouse Expenses 9,240 7,866 33,341 28,710
General and Administrative Expenses 9,733 6,965 38,238 35,315
Total Operating Expenses 18,973 14,831 71,579 64,025
Operating Income 6,940 9,204 17,874 19,781
Interest and Other Expense, net 684 (400 ) (452 ) 1,342
Income Before Income Taxes 6,256 9,604 18,326 18,439
Provision for Income Taxes 1,792 2,714 3,811 4,792
Net Income $ 4,464 $ 6,890 $ 14,515 $ 13,647
Basic Earnings Per Share $ 0.48 $ 0.78 $ 1.58 $ 1.66
Average Shares Outstanding 9,230 8,832 9,185 8,239
Diluted Earnings Per Share $ 0.48 $ 0.77 $ 1.57 $ 1.63
Average Shares Outstanding 9,287 8,972 9,254 8,352

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 8 of 14

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

March 30,
2024
ASSETS **** ****
Current Assets:
Cash and Cash Equivalents 1,517 $ 19,646
Marketable Securities - 15,533
Accounts Receivable, less allowance for credit losses of 659 and 544 as of March 29, 2025 and March 30, 2024, respectively 55,941 47,779
Other Receivables 373 506
Inventory, net 14,483 17,418
Prepaid Expenses and Other Current Assets 5,695 4,276
Total Current Assets 78,009 105,158
Property and Equipment, net 50,024 38,944
Goodwill 176,928 105,585
Intangible Assets, net 54,777 19,987
Right to Use Assets, net 24,345 16,823
Other Assets 1,159 1,055
Total Assets 385,242 $ 287,552
LIABILITIES AND SHAREHOLDERS' EQUITY **** ****
Current Liabilities:
Accounts Payable 16,755 $ 11,495
Accrued Compensation and Other Current Liabilities 15,466 16,739
Income Taxes Payable - 2,926
Current Portion of Long-Term Debt 1,816 2,339
Total Current Liabilities 34,037 33,499
Long-Term Debt 30,892 1,817
Deferred Tax Liabilities, net 9,286 9,291
Lease Liabilities 21,395 14,873
Other Liabilities 2,752 2,903
Total Liabilities 98,362 62,383
Shareholders' Equity:
Common Stock, par value 0.50 per share, 30,000,000 shares authorized; 9,315,840 and 8,839,299 shares issued and outstanding as of March 29, 2025 and March 30, 2024, respectively 4,658 4,420
Capital in Excess of Par Value 191,167 141,624
Accumulated Other Comprehensive Loss (1,469 ) (949 )
Retained Earnings 92,524 80,074
Total Shareholders' Equity 286,880 225,169
Total Liabilities and Shareholders' Equity 385,242 $ 287,552

All values are in US Dollars.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 9 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)
Fiscal Year Ended
March 29, March 30,
2025 2024
Cash Flows from Operating Activities:
Net Income $ 14,515 $ 13,647
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net (Gain) Loss on Disposal of Property and Equipment (31 ) 53
Deferred Income Taxes (5 ) (1,597 )
Depreciation and Amortization 18,567 13,544
Gain on Sale of Assets (855 ) -
Provision for Accounts Receivable and Inventory Reserves 336 406
Stock-Based Compensation Expense 3,248 4,512
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables (1,292 ) (1,259 )
Inventory 4,393 2,318
Prepaid Expenses and Other Current Assets (992 ) (299 )
Accounts Payable 4,940 (5,005 )
Accrued Compensation and Other Current Liabilities (914 ) 3,397
Income Taxes Payable (2,925 ) 2,899
Net Cash Provided by Operating Activities 38,985 32,616
Cash Flows from Investing Activities:
Purchases of Property and Equipment (13,197 ) (13,280 )
Proceeds from Sale of Property and Equipment - -
Business Acquisitions, net of cash acquired (87,436 ) (12,859 )
Proceeds from Sale of Assets 1,100 -
Sales (Purchases) of Marketable Securities 15,533 (15,533 )
Net Cash Used in Investing Activities (84,000 ) (41,672 )
Cash Flows from Financing Activities:
Proceeds from (repayments of) Revolving Credit Facility, net 30,891 (42,713 )
Repayments of Term Loan (2,338 ) (2,248 )
Issuance of Common Stock, net of direct costs 1,874 77,266
Repurchase of Common Stock (3,565 ) (4,906 )
Net Cash Provided by Financing Activities 26,862 27,399
Effect of Exchange Rate Changes on Cash and Cash Equivalents 24 (228 )
Net (Decrease) Increase in Cash and Cash Equivalents (18,129 ) 18,115
Cash and Cash Equivalents at Beginning of Period 19,646 1,531
Cash and Cash Equivalents at End of Period $ 1,517 $ 19,646

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 10 of 14

TRANSCAT, INC.

Adjusted EBITDA Reconciliation Table

(In thousands)

(Unaudited)

Fiscal 2025
Q1 Q2 Q3 Q4 YTD
Net Income $ 4,408 $ 3,286 $ 2,357 $ 4,464 $ 14,515
+ Interest Expense (260 ) (210 ) (20 ) 463 (27 )
+ Other Expense / (Income) 131 232 (1,009 ) 221 (425 )
+ Tax Provision 820 427 772 1,792 3,811
Operating Income $ 5,099 $ 3,735 $ 2,100 $ 6,940 $ 17,874
+ Depreciation & Amortization 4,113 4,399 4,430 5,625 18,567
+ Transaction Expense 434 32 778 33 1,277
+ Acquisition Contingent Consideration Adjustment - - - (835 ) (835 )
+ Other (Expense) / Income (131 ) (231 ) 154 (191 ) (399 )
+ Noncash Stock Compensation 697 926 452 1,173 3,248
Adjusted EBITDA $ 10,212 $ 8,861 $ 7,914 $ 12,745 $ 39,732
Segment Breakdown
Service Operating Income $ 4,091 $ 3,704 $ 1,412 $ 5,976 $ 15,183
+ Depreciation & Amortization 2,402 2,455 2,451 3,774 11,082
+ Transaction Expense 146 - 778 11 935
+ Acquisition Contingent Consideration Adjustment - - - (256 ) (256 )
+ Other (Expense) / Income (96 ) (164 ) 94 (133 ) (299 )
+ Noncash Stock Compensation 421 629 186 813 2,049
Service Adjusted EBITDA $ 6,964 $ 6,624 $ 4,921 $ 10,185 $ 28,694
Distribution Operating Income $ 1,008 $ 31 $ 688 $ 964 $ 2,691
+ Depreciation & Amortization 1,711 1,944 1,979 1,851 7,485
+ Transaction Expense 288 32 - 22 342
+ Acquisition Contingent Consideration Adjustment - - - (579 ) (579 )
+ Other (Expense) / Income (35 ) (67 ) 60 (58 ) (100 )
+ Noncash Stock Compensation 276 297 266 360 1,199
Distribution Adjusted EBITDA $ 3,248 $ 2,237 $ 2,993 $ 2,560 $ 11,038

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial Results

May 19, 2025

Page 11 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
+ Acquisition Earn-Out Adjustment 185 328 78 37 628
+ Transaction Expense - 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 Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 12 of 14

TRANSCAT, INC.

Adjusted Diluted EPS Reconciliation Table

(In Thousands, Except Per Share Amounts)

(Unaudited)

Fiscal 2025
Q1 Q2 Q3 Q4 YTD
Net Income $ 4,408 $ 3,286 $ 2,357 $ 4,464 $ 14,515
+ Amortization of Intangible Assets 1,749 1,888 1,879 2,906 8,422
+ Acquisition Amortization of Backlog 24 4 - - 28
+ Acquisition Deal Costs 668 163 517 175 1,523
+ Income Tax Effect at 25% (610 ) (514 ) (599 ) (770 ) (2,493 )
+ Acquisition Contingent Comp Adjustment - - - (836 ) (836 )
Adjusted Net Income $ 6,239 $ 4,827 $ 4,154 $ 5,939 $ 21,159
Average Diluted Shares Outstanding 9,196 9,282 9,326 9,287 9,254
Diluted Earnings Per Share $ 0.48 $ 0.35 $ 0.25 $ 0.48 $ 1.57
Adjusted Diluted Earnings Per Share $ 0.68 $ 0.52 $ 0.45 $ 0.64 $ 2.29
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 367 602 343 339 1,651
+ 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

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 13 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

**** **** Change
SERVICE FY 2025 Q4 FY 2024 Q4 's %
Service Revenue $ 52,010 $ 46,732 11.3 %
Cost of Revenue 33,182 30,028 10.5 %
Gross Profit $ 18,828 $ 16,704 12.7 %
Gross Margin 36.2 % 35.7 %
Selling, Marketing & Warehouse Expenses $ 5,743 $ 4,490 27.9 %
General and Administrative Expenses 7,109 4,070 74.7 %
Operating Income $ 5,976 $ 8,144 ) (26.6 )%
% of Revenue 11.5 % 17.4 %

All values are in US Dollars.

**** **** Change
DISTRIBUTION FY 2025 Q4 FY 2024 Q4 's %
Distribution Revenue $ 25,124 $ 24,181 3.9 %
Cost of Revenue 18,039 16,850 7.1 %
Gross Profit $ 7,085 $ 7,331 ) (3.4 )%
Gross Margin 28.2 % 30.3 %
Selling, Marketing & Warehouse Expenses $ 3,497 $ 3,376 3.6 %
General and Administrative Expenses 2,624 2,895 ) (9.4 )%
Operating Income $ 964 $ 1,060 ) (9.1 )%
% of Sales 3.8 % 4.4 %

All values are in US Dollars.

**** **** Change
TOTAL FY 2025 Q4 FY 2024 Q4 's %
Total Revenue $ 77,134 $ 70,913 8.8 %
Total Cost of Revenue 51,221 46,878 9.3 %
Gross Profit $ 25,913 $ 24,035 7.8 %
Gross Margin 33.6 % 33.9 %
Selling, Marketing & Warehouse Expenses $ 9,240 $ 7,866 17.5 %
General and Administrative Expenses 9,733 6,965 39.7 %
Operating Income $ 6,940 $ 9,204 ) (24.6 )%
% of Revenue 9.0 % 13.0 %

All values are in US Dollars.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 14 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

**** **** Change
FY 2025 FY 2024 ****
SERVICE YTD YTD 's %
Service Revenue $ 181,428 $ 169,525 7.0 %
Cost of Revenue 120,769 112,272 7.6 %
Gross Profit $ 60,659 $ 57,253 5.9 %
Gross Margin 33.4 % 33.8 %
Selling, Marketing & Warehouse Expenses $ 19,013 $ 16,942 12.2 %
General and Administrative Expenses 26,466 25,268 4.7 %
Operating Income $ 15,180 $ 15,043 0.9 %
% of Revenue 8.4 % 8.9 %

All values are in US Dollars.

**** **** Change
FY 2025 FY 2024 **** ****
DISTRIBUTION YTD YTD 's %
Distribution Revenue $ 96,993 $ 89,956 7.8 %
Cost of Revenue 68,199 63,403 7.6 %
Gross Profit $ 28,794 $ 26,553 8.4 %
Gross Margin 29.7 % 29.5 %
Selling, Marketing & Warehouse Expenses $ 14,328 $ 11,769 21.7 %
General and Administrative Expenses 11,772 10,046 17.2 %
Operating Income $ 2,694 $ 4,738 ) (43.1 )%
% of Sales 2.8 % 5.3 %

All values are in US Dollars.

**** **** Change
FY 2025 FY 2024 **** ****
TOTAL YTD YTD 's %
Total Revenue $ 278,421 $ 259,481 7.3 %
Total Cost of Revenue 188,968 175,675 7.6 %
Gross Profit $ 89,453 $ 83,806 6.7 %
Gross Margin 32.1 % 32.3 %
Selling, Marketing & Warehouse Expenses $ 33,341 $ 28,711 16.1 %
General and Administrative Expenses 38,238 35,314 8.3 %
Operating Income $ 17,874 $ 19,781 ) (9.6 )%
% of Revenue 6.4 % 7.6 %

All values are in US Dollars.

ex_820927.htm

Exhibit 99.2

NEWS<br> RELEASE

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

IMMEDIATE RELEASE

CORRECTED RELEASE: Transcat Releases Fiscal Fourth Quarter and Full Year 2025 Financial Results

ROCHESTER, NY, May 19, 2025 – This press release corrects a clerical error regarding the incremental service segment revenue from acquisitions in the fourth quarter of the fiscal year ended March 29, 2025 (“fiscal 2025”) from the prior version of the press release issued on May 19, 2025. Service segment revenue included $6.8 million of incremental revenue from acquisitions for the fourth quarter of fiscal 2025 and $10.4 million of incremental revenue from acquisitions for fiscal 2025, which amount had inadvertently been included in the prior version of the press release. The updated release reads:

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial Results

Q4’25 Service Revenue Increased 11% to $52 Million
Q4’25 Service Gross Profit Increased 13% on Double-Digit Revenue Growth
Q4’25 Service Gross Margins Expanded 50 Basis Points to 36.2% on Improved Productivity and Shift to Automation
Q4’25 Adjusted EBITDA Increased 9% to $12.7 Million Driven by Strength in the Calibration Business
Full Fiscal Year 2025 Revenue Increased 7% to $278 Million with Growth in Both Segments
Management to Host Conference Call Tomorrow at 11:00 a.m. Eastern Time

ROCHESTER, NY, May 19, 2025 – 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 fiscal fourth quarter and year ended March 29, 2025.

Management Commentary

“Consolidated revenue grew 9% in the fiscal fourth quarter as strength in the Calibration business drove double-digit Service revenue growth and margin expansion,” said Lee D. Rudow, President and CEO of Transcat. “Acquisitions continued to play a key role in Service revenue, including most recently Martin Calibration which we are swiftly integrating into our operations. Driven by consistent demand in the Calibration business, Service organic growth was in the high single-digit range for Q4 and the full year, when normalized for the 53rd week and excluding the Transcat Solutions channel. Revenue growth in both segments combined with continued productivity gains from increased automation and process improvements drove EBITDA growth for Q4 and the full year.

“The macroeconomic backdrop, including tariffs, has become more uncertain since the beginning of the year. However, our business model is resilient. The regulatory standards for manufacturers imposed by entities including the FDA, FAA and Department of Defense fundamentally drive the opportunity for ongoing organic Service growth of our differentiated calibration services. From a tariff standpoint, higher levels of US manufacturing overtime will provide increased opportunity for Transcat. Our dedicated team has a proven track record of delivering profitable revenue growth over the past decade and a half. We believe our team in combination with the recurring revenue inherent in the industries we serve, diversified portfolio with a Fortune 500 client base, and strong balance sheet will continue to differentiate Transcat during Fiscal 2026 and beyond.

“While we would expect some downward pressure in revenue in a highly volatile economic backdrop, generally our business model holds up well and will return to high single-digit Service organic revenue growth as macro-trends normalize. Inherent operating leverage in our Service model, along with automation of our calibration processes and focus on productivity, remain key enablers of Service margin expansion. We will continue to leverage our acquisition expertise and are excited with the current flow of strategic opportunities. We believe strong execution, paired with strategic acquisitions, positions us well to drive long-term shareholder value.”


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial Results

May 19, 2025Page 2 of 14

Fourth Quarter Fiscal 2025 Review

(Results are compared with the fourth quarter of the fiscal year ended March 30, 2024 ("fiscal 2024") )

( in thousands) **** **** Change
FY24 Q4 's %
Service Revenue 52,010 $ 46,732 11.3 %
Distribution Revenue 25,124 24,181 3.9 %
Revenue 77,134 $ 70,913 8.8 %
Gross Profit 25,913 $ 24,035 7.8 %
Gross Margin 33.6 % 33.9 %
Operating Income 6,940 $ 9,204 ) (24.6 )%
Operating Margin 9.0 % 13.0 %
Net Income 4,464 $ 6,890 ) (35.2 )%
Net Margin 5.8 % 9.7 %
Adjusted EBITDA* 12,745 $ 11,682 9.1 %
Adjusted EBITDA* Margin 16.5 % 16.5 %
Diluted EPS 0.48 $ 0.77 ) (37.6 )%
Adjusted Diluted EPS* 0.64 $ 0.66 ) (3.1 )%

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 $77.1 million, an increase of 8.8%, even though fiscal 2025 had 13 weeks compared to 14 weeks in fiscal 2024. Consolidated gross profit was $25.9 million, an increase of $1.9 million, or 7.8%, while gross margin decreased by 30 basis points due to lower distribution gross margin.

Operating expenses were $19.0 million, an increase of $4.1 million, or 27.9%, 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 in fiscal 2024.

Adjusted EBITDA was $12.7 million which represented an increase of $1.1 million or 9.1%. Net income per diluted share of $0.48 was down from $0.77 and adjusted diluted earnings per share decreased to $0.64 versus $0.66 last year, which includes the non-cash reversal of $2.4 million for the amended NEXA Earn-Out agreement.

Service Segment Fiscal 2025 Fourth Quarter Results

Represents the accredited calibration, repair, inspection and laboratory instrument services business (67.4% of total revenue for the fourth quarter of fiscal 2025).

( in thousand) **** **** Change
FY24 Q4 's %
Service Segment Revenue 52,010 $ 46,732 11.3 %
Gross Profit 18,828 $ 16,704 12.7 %
Gross Margin 36.2 % 35.7 %
Operating Income 5,976 $ 8,144 ) (26.6 )%
Operating Margin 11.5 % 17.4 %
Adjusted EBITDA* 10,185 $ 8,741 16.5 %
Adjusted EBITDA* Margin 19.6 % 18.7 %

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.

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025Page 3 of 14

Service segment revenue was $52.0 million, an increase of $5.3 million or 11.3% and included $~~10.4~~6.8 million of incremental revenue from acquisitions. Organic revenue declined 2% because of one less week in fiscal 2025. When normalized for the 53rd week, Service organic growth was in the low-to-mid single-digit range, consistent with previous guidance. The segment gross margin increased 50 basis points from the prior year, primarily due to continued productivity improvements.

Distribution Segment Fiscal 2025 Fourth Quarter Results

Represents the sale and rental of new and used professional grade handheld test, measurement and control instrumentation (32.6% of total revenue for the fourth quarter of fiscal 2025).

( in thousands) **** **** Change
FY24 Q4 's %
Distribution Segment Revenue 25,124 $ 24,181 3.9 %
Gross Profit 7,085 $ 7,331 ) (3.4 )%
Gross Margin 28.2 % 30.3 %
Operating Income 964 $ 1,060 ) (9.1 )%
Operating Margin 3.8 % 4.4 %
Adjusted EBITDA* 2,560 $ 2,941 ) (13.0 )%
Adjusted EBITDA* Margin 10.2 % 12.2 %

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 $25.1 million, an increase of 3.9% on improved rental sales including acquisitions. Distribution segment gross margin was 28.2%, a decrease of 210 basis points due to the sales mix of products sold.

Full-Year Fiscal 2025 Review

(Results are compared with full-year fiscal 2 024 )

( in thousands) **** **** Change
FY 2024 's %
Service Revenue 181,428 169,525 7.0 %
Distribution Revenue 96,993 89,956 7.8 %
Revenue 278,421 $ 259,481 7.3 %
Gross Profit 89,453 $ 83,806 6.7 %
Gross Margin 32.1 % 32.3 %
Operating Income 17,874 $ 19,781 ) (9.6 )%
Operating Margin 6.4 % 7.6 %
Net Income 14,515 $ 13,647 6.4 %
Net Margin 5.2 % 5.3 %
Adjusted EBITDA* 39,732 $ 38,613 2.9 %
Adjusted EBITDA* Margin 14.3 % 14.9 %
Diluted EPS 1.57 $ 1.63 ) (3.8 )%
Adjusted Diluted EPS* 2.29 $ 2.36 ) (3.1 )%

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.

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 4 of 14

Total revenue was $278.4 million, an increase of $18.9 million or 7.3%. Consolidated gross profit was $89.5 million, up $5.6 million, or 6.7%, and gross margin was 32.1%, a decrease of 20 basis points.

Consolidated operating expenses were $71.6 million, an increase of $7.6 million, or 11.8%, 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 $17.9 million compared with $19.8 million in last fiscal year’s period, a decrease of 9.6%.

Adjusted EBITDA was $39.7 million which represented an increase of $1.1 million or 2.9%. Net income per diluted share decreased to $1.57 from $1.63 and adjusted diluted earnings per share was $2.29 versus $2.36 last year.

Balance Sheet and Cash Flow Overview

On March 29, 2025, the Company had $1.5 million in cash and cash equivalents on hand and $49.1 million available for borrowing under its secured revolving credit facility.  Total debt was $32.7 million versus $4.2 million on March 30, 2024.  The Company’s leverage ratio, as defined in the credit agreement, was 0.78 on March 29, 2025, compared with 0.10 on March 30, 2024.

Tom Barbato, Transcat’s Chief Financial Officer, added, “Service gross margins expanded 50bps on double-digit revenue growth in Q4 which further demonstrates our ability to leverage higher levels of Technician productivity and our differentiated value proposition. Q4 EBITDA grew 9% as both segments experienced revenue growth. Operating free cash flow expanded by $6.5 million in fiscal 2025 to $25.8 million. Our balance sheet remains very strong with a 0.78x leverage ratio and $49 million available from our credit facility at quarter-end. Given our financial strength and resilient business model, we are well-positioned for future growth.”

Fiscal Fourth Quarter and Full Year 2025 Results Webcast and Conference Call

Transcat will host a conference call and webcast on Tuesday, May 20, 2025, 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 can be viewed during the webcast or will be available at www.transcat.com/investor-relations.

To access the call, please use the following information:

Date: Tuesday, May 20, 2025
Time: 11:00 a.m. Eastern Time (8:00 a.m. Pacific Time)
Dial-in: 1-877-407-4018
International Dial-in: 1-201-689-8471
Conference Code: 13753614
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1717999&tp_key=40fd39b758

A telephonic replay will be available approximately three hours after the call and will remain available through Tuesday, May 27, 2025. To listen to the archived call, dial 1-844-512-2921 from the U.S., or 1-412-317-6671 from international locations, and enter conference ID number 13753614, The replay can also be viewed through the webcast link above and the presentation utilized during the call will be available at www.transcat.com/investor-relations, where a transcript will also be posted once available.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 5 of 14

NOTE 1Non-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 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. In addition, Transcat operates calibration labs in 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.<br><br> <br><br><br> <br>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.
---

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 6 of 14

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.

Investor Relations

Chris Tyson

Executive Vice President

MZ Group - MZ North America

Phone: (949) 491-8235

TRNS@mzgroup.us

www.mzgroup.us

FINANCIAL TABLES FOLLOW.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

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 29, March 30, March 29, March 30,
2025 2024 2025 2024
Service Revenue $ 52,010 $ 46,732 $ 181,428 $ 169,525
Distribution Sales 25,124 24,181 96,993 89,956
Total Revenue 77,134 70,913 278,421 259,481
Cost of Service Revenue 33,182 30,028 120,769 112,272
Cost of Distribution Sales 18,039 16,850 68,199 63,403
Total Cost of Revenue 51,221 46,878 188,968 175,675
Gross Profit 25,913 24,035 89,453 83,806
Selling, Marketing and Warehouse Expenses 9,240 7,866 33,341 28,710
General and Administrative Expenses 9,733 6,965 38,238 35,315
Total Operating Expenses 18,973 14,831 71,579 64,025
Operating Income 6,940 9,204 17,874 19,781
Interest and Other Expense, net 684 (400 ) (452 ) 1,342
Income Before Income Taxes 6,256 9,604 18,326 18,439
Provision for Income Taxes 1,792 2,714 3,811 4,792
Net Income $ 4,464 $ 6,890 $ 14,515 $ 13,647
Basic Earnings Per Share $ 0.48 $ 0.78 $ 1.58 $ 1.66
Average Shares Outstanding 9,230 8,832 9,185 8,239
Diluted Earnings Per Share $ 0.48 $ 0.77 $ 1.57 $ 1.63
Average Shares Outstanding 9,287 8,972 9,254 8,352

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 8 of 14

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

March 30,
2024
ASSETS **** ****
Current Assets:
Cash and Cash Equivalents 1,517 $ 19,646
Marketable Securities - 15,533
Accounts Receivable, less allowance for credit losses of 659 and 544 as of March 29, 2025 and March 30, 2024, respectively 55,941 47,779
Other Receivables 373 506
Inventory, net 14,483 17,418
Prepaid Expenses and Other Current Assets 5,695 4,276
Total Current Assets 78,009 105,158
Property and Equipment, net 50,024 38,944
Goodwill 176,928 105,585
Intangible Assets, net 54,777 19,987
Right to Use Assets, net 24,345 16,823
Other Assets 1,159 1,055
Total Assets 385,242 $ 287,552
LIABILITIES AND SHAREHOLDERS' EQUITY **** ****
Current Liabilities:
Accounts Payable 16,755 $ 11,495
Accrued Compensation and Other Current Liabilities 15,466 16,739
Income Taxes Payable - 2,926
Current Portion of Long-Term Debt 1,816 2,339
Total Current Liabilities 34,037 33,499
Long-Term Debt 30,892 1,817
Deferred Tax Liabilities, net 9,286 9,291
Lease Liabilities 21,395 14,873
Other Liabilities 2,752 2,903
Total Liabilities 98,362 62,383
Shareholders' Equity:
Common Stock, par value 0.50 per share, 30,000,000 shares authorized; 9,315,840 and 8,839,299 shares issued and outstanding as of March 29, 2025 and March 30, 2024, respectively 4,658 4,420
Capital in Excess of Par Value 191,167 141,624
Accumulated Other Comprehensive Loss (1,469 ) (949 )
Retained Earnings 92,524 80,074
Total Shareholders' Equity 286,880 225,169
Total Liabilities and Shareholders' Equity 385,242 $ 287,552

All values are in US Dollars.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 9 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)
Fiscal Year Ended
March 29, March 30,
2025 2024
Cash Flows from Operating Activities:
Net Income $ 14,515 $ 13,647
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net (Gain) Loss on Disposal of Property and Equipment (31 ) 53
Deferred Income Taxes (5 ) (1,597 )
Depreciation and Amortization 18,567 13,544
Gain on Sale of Assets (855 ) -
Provision for Accounts Receivable and Inventory Reserves 336 406
Stock-Based Compensation Expense 3,248 4,512
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables (1,292 ) (1,259 )
Inventory 4,393 2,318
Prepaid Expenses and Other Current Assets (992 ) (299 )
Accounts Payable 4,940 (5,005 )
Accrued Compensation and Other Current Liabilities (914 ) 3,397
Income Taxes Payable (2,925 ) 2,899
Net Cash Provided by Operating Activities 38,985 32,616
Cash Flows from Investing Activities:
Purchases of Property and Equipment (13,197 ) (13,280 )
Proceeds from Sale of Property and Equipment - -
Business Acquisitions, net of cash acquired (87,436 ) (12,859 )
Proceeds from Sale of Assets 1,100 -
Sales (Purchases) of Marketable Securities 15,533 (15,533 )
Net Cash Used in Investing Activities (84,000 ) (41,672 )
Cash Flows from Financing Activities:
Proceeds from (repayments of) Revolving Credit Facility, net 30,891 (42,713 )
Repayments of Term Loan (2,338 ) (2,248 )
Issuance of Common Stock, net of direct costs 1,874 77,266
Repurchase of Common Stock (3,565 ) (4,906 )
Net Cash Provided by Financing Activities 26,862 27,399
Effect of Exchange Rate Changes on Cash and Cash Equivalents 24 (228 )
Net (Decrease) Increase in Cash and Cash Equivalents (18,129 ) 18,115
Cash and Cash Equivalents at Beginning of Period 19,646 1,531
Cash and Cash Equivalents at End of Period $ 1,517 $ 19,646

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 10 of 14

TRANSCAT, INC.

Adjusted EBITDA Reconciliation Table

(In thousands)

(Unaudited)

Fiscal 2025
Q1 Q2 Q3 Q4 YTD
Net Income $ 4,408 $ 3,286 $ 2,357 $ 4,464 $ 14,515
+ Interest Expense (260 ) (210 ) (20 ) 463 (27 )
+ Other Expense / (Income) 131 232 (1,009 ) 221 (425 )
+ Tax Provision 820 427 772 1,792 3,811
Operating Income $ 5,099 $ 3,735 $ 2,100 $ 6,940 $ 17,874
+ Depreciation & Amortization 4,113 4,399 4,430 5,625 18,567
+ Transaction Expense 434 32 778 33 1,277
+ Acquisition Contingent Consideration Adjustment - - - (835 ) (835 )
+ Other (Expense) / Income (131 ) (231 ) 154 (191 ) (399 )
+ Noncash Stock Compensation 697 926 452 1,173 3,248
Adjusted EBITDA $ 10,212 $ 8,861 $ 7,914 $ 12,745 $ 39,732
Segment Breakdown
Service Operating Income $ 4,091 $ 3,704 $ 1,412 $ 5,976 $ 15,183
+ Depreciation & Amortization 2,402 2,455 2,451 3,774 11,082
+ Transaction Expense 146 - 778 11 935
+ Acquisition Contingent Consideration Adjustment - - - (256 ) (256 )
+ Other (Expense) / Income (96 ) (164 ) 94 (133 ) (299 )
+ Noncash Stock Compensation 421 629 186 813 2,049
Service Adjusted EBITDA $ 6,964 $ 6,624 $ 4,921 $ 10,185 $ 28,694
Distribution Operating Income $ 1,008 $ 31 $ 688 $ 964 $ 2,691
+ Depreciation & Amortization 1,711 1,944 1,979 1,851 7,485
+ Transaction Expense 288 32 - 22 342
+ Acquisition Contingent Consideration Adjustment - - - (579 ) (579 )
+ Other (Expense) / Income (35 ) (67 ) 60 (58 ) (100 )
+ Noncash Stock Compensation 276 297 266 360 1,199
Distribution Adjusted EBITDA $ 3,248 $ 2,237 $ 2,993 $ 2,560 $ 11,038

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial Results

May 19, 2025

Page 11 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
+ Acquisition Earn-Out Adjustment 185 328 78 37 628
+ Transaction Expense - 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 Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 12 of 14

TRANSCAT, INC.

Adjusted Diluted EPS Reconciliation Table

(In Thousands, Except Per Share Amounts)

(Unaudited)

Fiscal 2025
Q1 Q2 Q3 Q4 YTD
Net Income $ 4,408 $ 3,286 $ 2,357 $ 4,464 $ 14,515
+ Amortization of Intangible Assets 1,749 1,888 1,879 2,906 8,422
+ Acquisition Amortization of Backlog 24 4 - - 28
+ Acquisition Deal Costs 668 163 517 175 1,523
+ Income Tax Effect at 25% (610 ) (514 ) (599 ) (770 ) (2,493 )
+ Acquisition Contingent Comp Adjustment - - - (836 ) (836 )
Adjusted Net Income $ 6,239 $ 4,827 $ 4,154 $ 5,939 $ 21,159
Average Diluted Shares Outstanding 9,196 9,282 9,326 9,287 9,254
Diluted Earnings Per Share $ 0.48 $ 0.35 $ 0.25 $ 0.48 $ 1.57
Adjusted Diluted Earnings Per Share $ 0.68 $ 0.52 $ 0.45 $ 0.64 $ 2.29
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 367 602 343 339 1,651
+ 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

Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 13 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

**** **** Change
SERVICE FY 2025 Q4 FY 2024 Q4 's %
Service Revenue $ 52,010 $ 46,732 11.3 %
Cost of Revenue 33,182 30,028 10.5 %
Gross Profit $ 18,828 $ 16,704 12.7 %
Gross Margin 36.2 % 35.7 %
Selling, Marketing & Warehouse Expenses $ 5,743 $ 4,490 27.9 %
General and Administrative Expenses 7,109 4,070 74.7 %
Operating Income $ 5,976 $ 8,144 ) (26.6 )%
% of Revenue 11.5 % 17.4 %

All values are in US Dollars.

**** **** Change
DISTRIBUTION FY 2025 Q4 FY 2024 Q4 's %
Distribution Revenue $ 25,124 $ 24,181 3.9 %
Cost of Revenue 18,039 16,850 7.1 %
Gross Profit $ 7,085 $ 7,331 ) (3.4 )%
Gross Margin 28.2 % 30.3 %
Selling, Marketing & Warehouse Expenses $ 3,497 $ 3,376 3.6 %
General and Administrative Expenses 2,624 2,895 ) (9.4 )%
Operating Income $ 964 $ 1,060 ) (9.1 )%
% of Sales 3.8 % 4.4 %

All values are in US Dollars.

**** **** Change
TOTAL FY 2025 Q4 FY 2024 Q4 's %
Total Revenue $ 77,134 $ 70,913 8.8 %
Total Cost of Revenue 51,221 46,878 9.3 %
Gross Profit $ 25,913 $ 24,035 7.8 %
Gross Margin 33.6 % 33.9 %
Selling, Marketing & Warehouse Expenses $ 9,240 $ 7,866 17.5 %
General and Administrative Expenses 9,733 6,965 39.7 %
Operating Income $ 6,940 $ 9,204 ) (24.6 )%
% of Revenue 9.0 % 13.0 %

All values are in US Dollars.


Transcat Reports Fiscal Fourth Quarter and Full Year 2025 Financial ResultsMay 19, 2025

Page 14 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

**** **** Change
FY 2025 FY 2024 ****
SERVICE YTD YTD 's %
Service Revenue $ 181,428 $ 169,525 7.0 %
Cost of Revenue 120,769 112,272 7.6 %
Gross Profit $ 60,659 $ 57,253 5.9 %
Gross Margin 33.4 % 33.8 %
Selling, Marketing & Warehouse Expenses $ 19,013 $ 16,942 12.2 %
General and Administrative Expenses 26,466 25,268 4.7 %
Operating Income $ 15,180 $ 15,043 0.9 %
% of Revenue 8.4 % 8.9 %

All values are in US Dollars.

**** **** Change
FY 2025 FY 2024 **** ****
DISTRIBUTION YTD YTD 's %
Distribution Revenue $ 96,993 $ 89,956 7.8 %
Cost of Revenue 68,199 63,403 7.6 %
Gross Profit $ 28,794 $ 26,553 8.4 %
Gross Margin 29.7 % 29.5 %
Selling, Marketing & Warehouse Expenses $ 14,328 $ 11,769 21.7 %
General and Administrative Expenses 11,772 10,046 17.2 %
Operating Income $ 2,694 $ 4,738 ) (43.1 )%
% of Sales 2.8 % 5.3 %

All values are in US Dollars.

**** **** Change
FY 2025 FY 2024 **** ****
TOTAL YTD YTD 's %
Total Revenue $ 278,421 $ 259,481 7.3 %
Total Cost of Revenue 188,968 175,675 7.6 %
Gross Profit $ 89,453 $ 83,806 6.7 %
Gross Margin 32.1 % 32.3 %
Selling, Marketing & Warehouse Expenses $ 33,341 $ 28,711 16.1 %
General and Administrative Expenses 38,238 35,314 8.3 %
Operating Income $ 17,874 $ 19,781 ) (9.6 )%
% of Revenue 6.4 % 7.6 %

All values are in US Dollars.

Image Exhibit

Exhibit 99.3

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