8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)	October 29, 2024
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 October 28, 2024, Transcat, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal year 2025 second quarter ended September 28, 2024. The press release is attached to this Form 8-K as Exhibit 99.1.

In addition, on October 29, 2024, the Company posted slides to the Investor Relations section of its website that will accompany the Company’s earnings conference call and webcast at 11:00 a.m. Eastern Time on October 29, 2024. The slides are attached to this Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Transcat, Inc. Press Release dated October 28, 2024
99.2	Slides for the October 29, 2024 Earnings Conference Call and Webcast
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TRANSCAT, INC.
Dated: October 29, 2024	By:	/s/ Thomas L. Barbato
		Thomas L. Barbato
		Senior Vice President of Finance and Chief Financial Officer

ex_721639.htm

Exhibit 99.1

NEWS<br> RELEASE

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

IMMEDIATE RELEASE

Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

●	Consolidated Revenue grew 8% compared to prior year
●	Distribution Gross Profit grew 10% on double-digit Revenue growth
●	Services Gross Profit grew 4% driven by 4% Organic Revenue growth

ROCHESTER, NY, October 28, 2024 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), a leading provider of accredited calibration services, cost control and optimization services, and distribution and rental of value-added professional grade handheld test, measurement, and control instrumentation, today reported financial results for its second quarter ended September 28, 2024 (the “second quarter”) of fiscal year 2025, which ends March 29, 2025 (“fiscal 2025”).  Results include the previously reported acquisitions of TIC-MS, Inc. ("TIC-MS") effective March 27, 2023, SteriQual, Inc. ("SteriQual"), effective July 12, 2023, Axiom Test Equipment, Inc. (“Axiom”), effective August 8, 2023 and Becnel Rental Tools, LLC ("Becnel") effective April 15, 2024.

“Consolidated revenue was up 8%.  Consistent demand in our Calibration Services business was supported by our differentiated value proposition which resonates well in the highly regulated end markets we serve, including life sciences,” commented Lee D. Rudow, President and CEO. “Service Revenue grew 6% versus prior year, the 62^nd^ consecutive quarter of growth. Service organic revenue growth of 4% was below historical trends and was significantly impacted by a decline in our Nexa cost control  and optimization services business. Excluding Nexa, we are pleased with service organic growth of 9% versus prior year.”

“Though the magnitude of Nexa's slowdown was greater than what we expected, we have identified the root causes and are committed to returning the Nexa business to growth.  This includes fully integrating Nexa's sales and marketing into Transcat's dynamic growth process and renaming the business Transcat Solutions, to fully leverage our industry leading brand."

"Nexa has performed very well since acquisition in calendar 2021, and while collaborating on a regular basis to drive calibration sales growth, we allowed that group to operate in a more autonomous fashion and missed an opportunity to fully integrate Nexa into the proven Transcat sales and marketing processes. Integration is now well underway, and we have the power of the Transcat leadership team focused on pipeline expansion, which we believe will contribute to the return to high single digit organic Services revenue growth in the first half of fiscal 2026.”

Mr. Rudow added, “Distribution Revenue grew 11% versus prior year.  However, Becnel revenue was negatively impacted by two hurricanes in the Gulf of Mexico, which pressured second quarter Distribution margins. Becnel is a well-run business that has cultivated strong customer relationships with companies that highly utilize Transcat’s core instrumentation and calibration services. We fully expect Becnel to deliver sequential improvements in the third and fourth quarters and expect Distribution Gross Margins to return to levels consistent with the second half of fiscal 2024.”

“Transcat has a proven history of successfully identifying, acquiring, and integrating dynamic companies that have expanded our addressable markets, widened the breadth of offerings, and allowed us to leverage existing infrastructure. In addition to strong returns, the acquisitions present compelling cross-sell synergies to drive organic revenue growth into these newly acquired customer bases. Transcat’s acquisition pipeline remains robust and is focused on all our strategic channels.”

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024Page 2 of 14

Second Quarter Fiscal 2025 Review

(Results are compared with the second quarter of the fiscal year ended March 30, 2024 (“fiscal 2024”))

( in thousands)		****			****	Change
			FY24 Q2			's		%
Service Revenue	44,083		$	41,431					6.4	%
Distribution Revenue	23,743			21,373					11.1	%
Revenue	67,826		$	62,804					8.0	%
Gross Profit	21,206		$	20,125					5.4	%
Gross Margin	31.3	%		32.0	%
Operating Income	3,735		$	1,643					127.3	%
Operating Margin	5.5	%		2.6	%
Net Income	3,286		$	460					614.3	%
Net Margin	4.8	%		0.7	%
Adjusted EBITDA*	8,861		$	9,330			)		(5.0	)%
Adjusted EBITDA* Margin	13.1	%		14.9	%
Diluted EPS	0.35		$	0.06					483.3	%
Adjusted Diluted EPS*	0.52		$	0.60			)		(13.3	)%

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 $67.8 million, an increase of $5.0 million or 8.0%. Consolidated gross profit was $21.2 million, an increase of $1.1 million, or 5.4%, while gross margin decreased 70 basis points primarily due to Nexa and Becnel Revenue softness. Operating expenses were $17.5 million, a decrease of $1.0 million, or 5.5%. The second quarter of fiscal year 2024 included a $2.8 million non-cash charge related to the Nexa earn-out agreement. Adjusted EBITDA was $8.9 million which represented a decrease of $0.5 million or 5.0%. Net income per diluted share was $0.35 compared to $0.06 last year. Adjusted diluted earnings per share was $0.52 versus $0.60 last year.

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Transcat Reports  Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024Page 3 of 14

Service segment second quarter results

Represents the accredited calibration, repair, inspection and laboratory instrument services business (65.0% of total revenue for the second quarter of fiscal 2025).

( in thousand)		****			****	Change
			FY24 Q2			's		%
Service Segment Revenue	44,083		$	41,431					6.4	%
Gross Profit	14,591		$	14,084					3.6	%
Gross Margin	33.1	%		34.0	%
Operating Income	3,704		$	742					399.2	%
Operating Margin	8.4	%		1.8	%
Adjusted EBITDA*	6,624		$	6,798			)		(2.6	)%
Adjusted EBITDA* Margin	15.0	%		16.4	%

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 $44.1 million, an increase of $2.7 million or 6.4%, and included $0.8 million of incremental revenue from acquisitions.  Organic revenue growth of 4.4% driven by end-market demand and continued market share gains. The segment gross margin was 33.1%, a decrease of 90 basis points from prior year primarily due to lower revenue from Nexa.

Distribution segment second quarter results

Represents the sale and rental of new and used professional grade handheld test, measurement and control instrumentation (35.0% of total revenue for the second quarter of fiscal 2025).

( in thousands)		****			****	Change
			FY24 Q2			's		%
Distribution Segment Revenue	23,743		$	21,373					11.1	%
Gross Profit	6,615		$	6,041					9.5	%
Gross Margin	27.9	%		28.3	%
Operating Income	31		$	901			)		(96.6	)%
Operating Margin	0.1	%		4.2	%
Adjusted EBITDA*	2,237		$	2,532			)		(11.7	)%
Adjusted EBITDA* Margin	9.4	%		11.8	%

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 revenue was $23.7 million, which represented an increase of $2.4 million or 11.1%, driven by growth in the Rental business including acquisitions.  Distribution segment gross margin was 27.9%, a decrease of 40 basis points due to Becnel revenue impacted by the Gulf of Mexico hurricanes.

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

Page 4 of 14

Six Month Review (Results are compared with the first six months of fiscal 2024)

Total revenue was $134.5 million, an increase of $11.1 million or 9.01%.  Consolidated gross profit was up $5.0 million, or 12.9%, and gross margin expanded to 32.6% or 110 basis points.  Consolidated operating expenses increased $2.5 million, or 7.6%, driven by incremental expenses from acquired businesses, increased intangibles amortization expense and investments in technology and our employee base to support future growth, offset by the previously mentioned amended Nexa Earn-Out agreement in the second quarter of fiscal year 2024. As a result, consolidated operating income was $8.8 million compared with $6.3 million in last fiscal year’s period.

Adjusted EBITDA was $19.1 million which represented an increase of $1.3 million or 7.1%. Net income per diluted share increased to $0.83 from $0.43 and adjusted diluted earnings per share was $1.20 versus $1.12 last year. The effective tax rate was 13.9% compared to 25.3% in the prior year, due to the timing of discrete benefits related to share-based compensation items.

Balance Sheet and Cash Flow Overview

On September 28, 2024, the Company had $23.8 million in cash and cash equivalents on hand and $80.0 million available for borrowing under its secured revolving credit facility.  Total debt was $3.0 million versus $4.2 million on March 30, 2024.  The Company’s leverage ratio, as defined in the credit agreement, was 0.08 on September 28, 2024, compared with 0.10 on March 30, 2024.

Outlook

Mr. Rudow concluded, “We are very proud of the consistent results the Transcat team has delivered year in and year out over an extended period of time.  That said, we are disappointed with the Nexa-impacted aggregated results in fiscal Q2. We experienced short term, isolated revenue challenges in the Nexa services channel in the quarter but believe the swift actions our exceptional team is already taking will rectify the situation in the near term, as we continue to execute on our highly successful core growth strategy.”

“We expect FY25 organic Service revenue growth in the mid-single digits when normalized for the extra week in fiscal 2024 and gross margin expansion. We anticipate a return to high single digit organic growth by the first half of fiscal 2026.”

“Automation of our calibration processes and focus on productivity remain key enablers of margin expansion. We have demonstrated the ability to leverage these tools to improve our operational efficiency, which has become visible in our financial performance over time.”

“We continue to work our robust acquisition pipeline and are pleased with the current flow of strategic opportunities.”

Transcat expects its income tax rate to range between 21% and 23% in fiscal 2025. This estimate includes Federal, various state, Canadian and Irish income taxes and reflects the discrete tax accounting associated with share-based payment awards.

Webcast and Conference Call

Transcat will host a conference call and webcast on Tuesday, October 29, 2024 at 11:00 a.m. ET.  Management will review the financial and operating results for the first 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.

A telephonic replay will be available from 2:00 p.m. ET on the day of the call through Tuesday, November 5, 2024. To listen to the archived call, dial (412) 317-6671 and enter conference ID number 13747789, access the webcast replay at www.transcat.com/investor-relations, where a transcript will be posted once available.

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

Page 5 of 14

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, and acquisition related transaction expenses, 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, and acquisition amortization of backlog; divided by the average diluted shares outstanding during the period), which is a non-GAAP measure. Our management believes Adjusted Diluted Earnings Per Share is an important measure of our operating performance because it provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Adjusted Diluted Earnings Per Share is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of Diluted Earnings Per Share and, therefore, should not be used in isolation of, but in conjunction with, the GAAP measure. Adjusted Diluted Earnings Per Share, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.  See page 12 for the Adjusted Diluted EPS Reconciliation table.

ABOUT TRANSCAT

Transcat, Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services. The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the Life Science industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, in-house services at its 29 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. In addition, Transcat operates calibration labs in 21 imbedded customer-site locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.

Transcat 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.

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

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.

For more information contact:

Tom Barbato

Phone: (585) 505-6530

Email: Thomas.Barbato@transcat.com

FINANCIAL TABLES FOLLOW.

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

Page 7 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

	(Unaudited)						(Unaudited)
	Second Quarter Ended						Six Months Ended
	September 28,			September 23,			September 28,			September 23,
	2024			2023			2024			2023
Service Revenue	$	44,083		$	41,431		$	87,861		$	81,284
Distribution Revenue		23,743			21,373			46,672			42,118
Total Revenue		67,826			62,804			134,533			123,402
Cost of Service Revenue		29,492			27,347			58,387			54,229
Cost of Distribution Revenue		17,128			15,332			32,285			30,338
Total Cost of Revenue		46,620			42,679			90,672			84,567
Gross Profit		21,206			20,125			43,861			38,835
Selling, Marketing and Warehouse Expenses		8,181			6,856			15,982			13,325
General and Administrative Expenses		9,290			11,626			19,045			19,227
Total Operating Expenses		17,471			18,482			35,027			32,552
Operating Income		3,735			1,643			8,834			6,283
Interest Expense		76			890			128			1,704
Interest Income		(286	)		-			(598	)		-
Other Expense (Income)		232			(49	)		363			15
Total Interest and Other, net		22			841			(107	)		1,719
Income Before Provision For Income Taxes		3,713			802			8,941			4,564
Provision for Income Taxes		427			342			1,247			1,155
Net Income	$	3,286		$	460		$	7,694		$	3,409
Basic Earnings Per Share	$	0.36		$	0.06		$	0.84		$	0.44
Average Shares Outstanding		9,159			7,819			9,107			7,732
Diluted Earnings Per Share	$	0.35		$	0.06		$	0.83		$	0.43
Average Shares Outstanding		9,282			7,948			9,222			7,840

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

Page 8 of 14

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

			(Audited)
			March 30,
			2024
ASSETS		****			****
Current Assets:
Cash and Cash Equivalents	23,815		$	19,646
Marketable Securities	-		$	15,533
Accounts Receivable, less allowance for credit losses of 565 and 544 as of September 28, 2024 and March 30, 2024, respectively	48,933			47,779
Other Receivables	628			506
Inventory, net	15,549			17,418
Prepaid Expenses and Other Current Assets	6,241			4,276
Total Current Assets	95,166			105,158
Property and Equipment, net	47,493			38,944
Goodwill	138,127			105,585
Intangible Assets, net	24,362			19,987
Right to Use Assets, net	17,309			16,823
Other Assets	1,096			1,055
Total Assets	323,553		$	287,552
LIABILITIES AND SHAREHOLDERS' EQUITY		****			****
Current Liabilities:
Accounts Payable	13,043		$	11,495
Accrued Compensation and Other Current Liabilities	11,092			19,665
Current Portion of Long-Term Debt	2,386			2,339
Total Current Liabilities	26,521			33,499
Long-Term Debt	612			1,817
Deferred Tax Liabilities, net	9,297			9,291
Lease Liabilities	14,661			14,873
Other Liabilities	3,705			2,903
Total Liabilities	54,796			62,383
Shareholders' Equity:
Common Stock, par value 0.50 per share, 30,000,000 shares authorized; 9,199,277 and 8,839,299 shares issued and outstanding as of September 28, 2024 and March 30, 2024, respectively	4,600			4,420
Capital in Excess of Par Value	178,986			141,624
Accumulated Other Comprehensive Loss	(718	)		(949	)
Retained Earnings	85,889			80,074
Total Shareholders' Equity	268,757			225,169
Total Liabilities and Shareholders' Equity	323,553		$	287,552

All values are in US Dollars.

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

Page 9 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	(Unaudited)
	Six Months Ended
	September 28,			September 23,
	2024			2023
Cash Flows from Operating Activities:
Net Income	$	7,694		$	3,409
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Loss on Disposal of Property and Equipment		43			11
Deferred Income Taxes		6			23
Depreciation and Amortization		8,513			6,078
Provision for Accounts Receivable and Inventory Reserves		108			347
Stock-Based Compensation Expense		1,623			2,171
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables		1,746			2,384
Inventory		2,597			3,376
Prepaid Expenses and Other Current Assets		(1,918	)		465
Accounts Payable		1,525			(3,969	)
Accrued Compensation and Other Current Liabilities		(3,248	)		1,677
Income Taxes Payable		(2,930	)		-
Net Cash Provided by Operating Activities		15,759			15,972
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(7,633	)		(5,444	)
Business Acquisitions, net of cash acquired		(15,858	)		(12,882	)
Sales of Marketable Securities		15,533			-
Net Cash Used in Investing Activities		(7,958	)		(18,326	)
Cash Flows from Financing Activities:
Repayment of Revolving Credit Facility, net		-			5,288
Repayments of Term Loan		(1,158	)		(1,112	)
Issuance of Common Stock, net of direct costs		838			384
Repurchase of Common Stock		(3,026	)		(2,247	)
Net Cash (Used in)/Provided by Financing Activities		(3,346	)		2,313
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(286	)		(244	)
Net Increase/(Decrease) in Cash and Cash Equivalents		4,169			(285	)
Cash and Cash Equivalents at Beginning of Period		19,646			1,531
Cash and Cash Equivalents at End of Period	$	23,815		$	1,246

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

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				$	7,694
+ Interest Income		(260	)		(210	)				(470	)
+ Other Expense		131			232					363
+ Tax Provision		820			427					1,247
Operating Income	$	5,099		$	3,735				$	8,834
+ Depreciation & Amortization		4,113			4,399					8,512
+ Transaction Expenses		434			33					467
+ Other Expense		(131	)		(232	)				(363	)
+ Non-cash Stock Compensation		697			926					1,623
Adjusted EBITDA	$	10,212		$	8,861				$	19,073
Segment Breakdown
Service Operating Income	$	4,091		$	3,704				$	7,795
+ Depreciation & Amortization		2,402			2,455					4,857
+ Transaction Expenses		146			-					146
+ Other Expense		(96	)		(164	)				(260	)
+ Non-cash Stock Compensation		421			629					1,050
Service Adjusted EBITDA	$	6,964		$	6,624				$	13,588
Distribution Operating Income	$	1,008		$	31				$	1,039
+ Depreciation & Amortization		1,711			1,944					3,655
+ Transaction Expenses		288			32					320
+ Other Expense		(35	)		(67	)				(102	)
+ Non-cash Stock Compensation		276			297					573
Distribution Adjusted EBITDA	$	3,248		$	2,237				$	5,485

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

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 / (Income)		814			890			(266	)		(411	)		1,027
+ Other Expense / (Income)		64			(49	)		289			11			315
+ Tax Provision		813			342			923			2,714			4,792
Operating Income	$	4,640		$	1,643		$	4,294		$	9,204		$	19,781
+ Depreciation & Amortization		2,790			3,269			3,783			3,635			13,477
+ Transaction Expenses		185			328			78			37			628
+ Acquisition Earn-Out Adjustment		-			2,800			87			(2,357	)		530
+ Other (Expense) / Income		(64	)		49			(289	)		(11	)		(315	)
+ Non-cash 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 Expenses		185			76			30			(44	)		247
+ Acquisition Earn-Out Adjustment		-			2,800			87			(2,357	)		530
+ Other (Expense) / Income		(47	)		29			(203	)		(18	)		(239	)
+ Non-cash 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 Expenses		-			252			48			81			381
+ Other (Expense) / Income		(17	)		20			(86	)		7			(76	)
+ Non-cash Stock Compensation		254			415			430			438			1,537
Distribution Adjusted EBITDA	$	2,249		$	2,532		$	3,141		$	2,941		$	10,863

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

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								$	7,694
+ Amortization of Intangible Assets		1,749			1,888									3,637
+ Acquisition Amortization of Backlog		24			4									28
+ Acquisition Deal Costs		434			33									467
+ Acquisition Stock Expense		234			130									364
+ Income Tax Effect at 25%		(610	)		(514	)								(1,124	)
Adjusted Net Income	$	6,239		$	4,827		$	-		$	-		$	11,066
Average Diluted Shares Outstanding		9,196			9,282									9,222
Diluted Earnings Per Share	$	0.48		$	0.35		$	-		$	-		$	0.83
Adjusted Diluted Earnings Per Share	$	0.68		$	0.52		$	-		$	-		$	1.20
	Fiscal 2024
	Q1			Q2			Q3			Q4			YTD
Net Income	$	2,949		$	460		$	3,348		$	6,890		$	13,647
+ Amortization of Intangible Assets		1,093			1,416			1,674			1,447			5,630
+ Acquisition Amortization of Backlog		-			19			24			24			67
+ Acquisition Deal Costs		185			328			78			81			672
+ Acquisition Stock Expense		182			274			265			258			979
+ Income Tax Effect at 25%		(365	)		(509	)		(532	)		(431	)		(1,837	)
+ Acquisition Earn-Out Adjustment		-			2,800			87			(2,358	)		529
Adjusted Net Income	$	4,044		$	4,788		$	4,944		$	5,911		$	19,687
Average Diluted Shares Outstanding		7,762			7,948			8,752			8,972			8,352
Diluted Earnings Per Share	$	0.38		$	0.06		$	0.38		$	0.77		$	1.63
Adjusted Diluted Earnings Per Share	$	0.52		$	0.60		$	0.56		$	0.66		$	2.36

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

Page 13 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

			****			****	Change
SERVICE	FY 2025 Q2			FY 2024 Q2			's			%
Service Revenue	$	44,083		$	41,431				6.4	%
Cost of Revenue		29,492			27,347				7.8	%
Gross Profit	$	14,591		$	14,084				3.6	%
Gross Margin		33.1	%		34.0	%
Selling, Marketing & Warehouse Expenses	$	4,586		$	4,143				10.7	%
General and Administrative Expenses		6,301			9,199			)	(31.5	)%
Operating Income	$	3,704		$	742				399.2	%
% of Revenue		8.4	%		1.8	%

All values are in US Dollars.

			****			****	Change
DISTRIBUTION	FY 2025 Q2			FY 2024 Q2			's			%
Distribution Revenue	$	23,743		$	21,373				11.1	%
Cost of Revenue		17,128			15,332				11.7	%
Gross Profit	$	6,615		$	6,041				9.5	%
Gross Margin		27.9	%		28.3	%
Selling, Marketing & Warehouse Expenses	$	3,595		$	2,713				32.5	%
General and Administrative Expenses		2,989			2,427				23.2	%
Operating Income	$	31		$	901			)	(96.6	)%
% of Sales		0.1	%		4.2	%

All values are in US Dollars.

			****			****	Change
TOTAL	FY 2025 Q2			FY 2024 Q2			's			%
Total Revenue	$	67,826		$	62,804				8.0	%
Total Cost of Revenue		46,620			42,679				9.2	%
Gross Profit	$	21,206		$	20,125				5.4	%
Gross Margin		31.3	%		32.0	%
Selling, Marketing & Warehouse Expenses	$	8,181		$	6,856				19.3	%
General and Administrative Expenses		9,290			11,626			)	(20.1	)%
Operating Income	$	3,735		$	1,643				127.3	%
% of Revenue		5.5	%		2.6	%

All values are in US Dollars.

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Transcat Reports Second Quarter Results with growth in Revenue and Gross Profit

October 28, 2024

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	$	87,861		$	81,284					8.1	%
Cost of Revenue		58,387			54,229					7.7	%
Gross Profit	$	29,474		$	27,055					8.9	%
Gross Margin		33.5	%		33.3	%
Selling, Marketing & Warehouse Expenses	$	8,890		$	8,250					7.8	%
General and Administrative Expenses		12,790			14,871			)		(14.0	)%
Operating Income	$	7,794		$	3,934					98.1	%
% of Revenue		8.9	%		4.8	%

All values are in US Dollars.

			****			****	Change
	FY 2025			FY 2024				****		****
DISTRIBUTION	YTD			YTD			's			%
Distribution Revenue	$	46,672		$	42,118				10.8	%
Cost of Revenue		32,285			30,338				6.4	%
Gross Profit	$	14,387		$	11,780				22.1	%
Gross Margin		30.8	%		28.0	%
Selling, Marketing & Warehouse Expenses	$	7,093		$	5,075				39.8	%
General and Administrative Expenses		6,254			4,356				43.6	%
Operating Income	$	1,040		$	2,349			)	(55.7	)%
% of Sales		2.2	%		5.6	%

All values are in US Dollars.

	****	****	****	****	****	****	Change
	FY 2025			FY 2024				****	****	****	****
TOTAL	YTD			YTD			's		%
Total Revenue	$	134,533		$	123,402					9.0	%
Total Cost of Revenue		90,672			84,567					7.2	%
Gross Profit	$	43,861		$	38,835					12.9	%
Gross Margin		32.6	%		31.5	%
Selling, Marketing & Warehouse Expenses	$	15,983		$	13,325					19.9	%
General and Administrative Expenses		19,044			19,227			)		(1.0	)%
Operating Income	$	8,834		$	6,283					40.6	%
% of Revenue		6.6	%		5.1	%

All values are in US Dollars.

Image Exhibit

Exhibit 99.2

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