8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)	January 28, 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. ☐

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Item 2.02	Results of Operations and Financial Condition.

On January 27, 2025, Transcat, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal year 2025 third quarter ended December 28, 2024. The press release is attached to this Form 8-K as Exhibit 99.1.

In addition, on January 28, 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 January 28, 2025. The slides are attached to this Form 8-K as Exhibit 99.2.

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

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Transcat, Inc. Press Release dated January 27, 2025
99.2	Slides for the January 28, 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: January 28, 2025	By:	/s/ Thomas L. Barbato
		Thomas L. Barbato
		Senior Vice President of Finance and Chief Financial Officer

ex_750036.htm

Exhibit 99.1

NEWS<br> RELEASE

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

IMMEDIATE RELEASE

Transcat Reports Third Quarter Results with Revenue Growth

●	Consolidated Revenue grew 2% compared to prior year
●	Distribution Revenue grew 7% compared to prior year
●	Service Revenue was flat on a year over year basis

ROCHESTER, NY, January 27, 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 third quarter ended December 28, 2024 (the “third 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, Becnel Rental Tools, LLC ("Becnel") effective April 15, 2024 and Martin Calibration Inc. ("Martin) effective December 10, 2024.

“In the 3rd quarter, we were pleased to close the Martin Calibration deal.  Martin is a coveted calibration company that is highly synergistic and fulfills all our strategic acquisition drivers by expanding our geographic reach, increasing our capabilities and leveraging our existing infrastructure"  commented Lee D. Rudow, President and CEO. “Martin's size, with revenue in excess of $25 million, and reputation for quality and customer satisfaction, makes it the perfect addition to the Transcat family.”

“Service organic revenue was below our historical trends and significantly impacted by the timing of this year’s Christmas holiday.  Last year, the Christmas holiday fell in the first week of our fiscal fourth quarter. We typically see an acceleration of activity in the last two weeks of each quarter, but this year many of our customers closed facilities or had significantly reduced staffing levels, which limited the volume of incoming equipment throughout the month.  That said, we are seeing higher activity levels in January, which we believe is in part, the receipt of units which we expected to receive in December.”

"Transcat Solutions (Nexa) revenue was soft in comparison to last year and in line with our expectations for the quarter.  As previously communicated, we believe the actions our team is taking will result in the Solutions channel strengthening in the back half of fiscal 2026."

Mr. Rudow added, “Our organic sales pipeline is very strong and we believe it supports a return to more historic organic growth levels."

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 2025Page 2 of 14

Third Quarter Fiscal 2025 Review

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

( in thousands)		****			****	Change
			FY24 Q3			's		%
Service Revenue	41,557		$	41,509					0.1	%
Distribution Revenue	25,197			23,657					6.5	%
Revenue	66,754		$	65,166					2.4	%
Gross Profit	19,679		$	20,936			)		(6.0	)%
Gross Margin	29.5	%		32.1	%
Operating Income	2,100		$	4,294			)		(51.1	)%
Operating Margin	3.1	%		6.6	%
Net Income	2,357		$	3,348			)		(29.6	)%
Net Margin	3.5	%		5.1	%
Adjusted EBITDA*	7,914		$	9,120			)		(13.2	)%
Adjusted EBITDA* Margin	11.9	%		14.0	%
Diluted EPS	0.25		$	0.38			)		(34.2	)%
Adjusted Diluted EPS*	0.45		$	0.56			)		(19.6	)%

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 $66.8 million, an increase of $1.6 million or 2.4%. Consolidated gross profit was $19.7 million, a decrease of $1.3 million, or 6.0%, while gross margin decreased 260 basis points primarily due to lower organic revenue. Operating expenses were $17.6 million, an increase of $0.9 million, or 5.6%.  Adjusted EBITDA was $7.9 million which represented a decrease of $1.2 million or 13.2%. Net income per diluted share was $0.25 compared to $0.38 last year. Adjusted diluted earnings per share were $0.45 versus $0.56 last year.

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Transcat Reports  Third Quarter Results with Revenue Growth

October 28, 2024Page 3 of 14

Service segment third quarter results

Represents the accredited calibration, repair, inspection and laboratory instrument services business (63.7% of total revenue for the third quarter of fiscal 2025).

( in thousand)		****			****	Change
			FY24 Q3			's		%
Service Segment Revenue	41,557		$	41,509					0.1	%
Gross Profit	12,357		$	13,494			)		(8.4	)%
Gross Margin	29.7	%		32.5	%
Operating Income	1,412		$	2,966			)		(52.4	)%
Operating Margin	3.4	%		7.1	%
Adjusted EBITDA*	4,921		$	5,979			)		(17.7	)%
Adjusted EBITDA* Margin	11.8	%		14.4	%

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 $41.6 million, an increase of less than $0.1 million or 0.1%, and included $2.0 million of incremental revenue from acquisitions. Organic revenue decreased by 3.8% driven by the timing of the Christmas holiday. The segment gross margin was 29.7%, a decrease of 280 basis points from the prior year primarily due to lower organic revenue.

Distribution segment second quarter results

Represents the sale and rental of new and used professional grade handheld test, measurement and control instrumentation (36.3% of total revenue for the second quarter of fiscal 2025).

( in thousands)		****			****	Change
			FY24 Q3			's		%
Distribution Segment Revenue	25,197		$	23,657					6.5	%
Gross Profit	7,322		$	7,442			)		(1.6	)%
Gross Margin	29.1	%		31.5	%
Operating Income	688		$	1,328			)		(48.2	)%
Operating Margin	2.7	%		5.6	%
Adjusted EBITDA*	2,993		$	3,141			)		(4.7	)%
Adjusted EBITDA* Margin	11.9	%		13.3	%

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 $25.2 million, which represented an increase of $1.5 million or 6.5%, driven by growth in the rental business including acquisitions. Distribution segment gross margin was 29.1%, a decrease of 240 basis points due to a mix shift as product sales experienced a strong quarter but have a lower margin profile.

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 2025

Page 4 of 14

Nine Month Review (Results are compared with the first nine months of fiscal 2024)

Total revenue was $201.3 million, an increase of $12.7 million or 6.7%.  Consolidated gross profit was $63.5 million, an increase of $3.8 million, or 6.3%, and gross margin decreased to 31.6% or 10 basis points.  Consolidated operating expenses were $52.6 million, an increase of $3.4 million, or 6.9%, 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 $10.9 million compared with $10.6 million in last fiscal year’s period.

Adjusted EBITDA was $27.0 million which represented an increase of $0.1 million or 0.2%. Net income per diluted share increased to $1.09 from $0.83 and adjusted diluted earnings per share was $1.65 versus $1.69 last year. The effective tax rate was 16.7% compared to 23.5% in the prior year, due to the timing of discrete benefits related to share-based compensation items.

Balance Sheet and Cash Flow Overview

On December 28, 2024, the Company had $4.6 million in cash and cash equivalents on hand and $40.5 million available for borrowing under its secured revolving credit facility.  Total debt was $41.9 million versus $4.2 million on March 30, 2024.  The Company’s leverage ratio, as defined in the credit agreement, was 0.97 on December 28, 2024, compared with 0.10 on March 30, 2024.

Outlook

Mr. Rudow concluded, “The Transcat team has consistently delivered excellent results over an extended period. We are disappointed with the Service organic revenue decline in fiscal Q3 as the timing of the holiday impacted the quarter’s results. Looking ahead, our growth investments, track record of strong execution, and diversified portfolio will drive sustainable organic revenue growth.”  “We expect FY25 Service organic revenue growth in the mid-to-low single digits, when normalized for the extra week in fiscal 2024. Due to the previously mentioned strong Service sales pipeline, we anticipate a return to more historic organic growth levels.  We have demonstrated the ability to leverage automation of our calibration processes and focus on productivity to improve our operational efficiency. These tools remain key enablers of margin expansion.”

“We are very excited about the acquisition of Martin Calibration due to Martin’s commitment to quality, extensive customer base, geographic coverage, and strong culture.  We believe that Transcat, together with Martin, is a perfect match.”

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, January 28, 2025 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, February 4, 2025. 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 Third Quarter Results with Revenue Growth

January 27, 2025

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 33 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. Inclusive of customer embedded locations and other field offices, we operate out of more than 50 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 Third Quarter Results with Revenue Growth

January 27, 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.

For more information contact:

Tom Barbato

Phone: (585) 505-6530

Email: Thomas.Barbato@transcat.com

FINANCIAL TABLES FOLLOW.

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 2025

Page 7 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

	(Unaudited)						(Unaudited)
	Third Quarter Ended						Nine Months Ended
	December 28,			December 23,			December 28,			December 23,
	2024			2023			2024			2023
Service Revenue	$	41,557		$	41,509		$	129,418		$	122,793
Distribution Revenue		25,197			23,657			71,869			65,775
Total Revenue		66,754			65,166			201,287			188,568
Cost of Service Revenue		29,200			28,015			87,587			82,244
Cost of Distribution Revenue		17,875			16,215			50,160			46,553
Total Cost of Revenue		47,075			44,230			137,747			128,797
Gross Profit		19,679			20,936			63,540			59,771
Selling, Marketing and Warehouse Expenses		8,119			7,519			24,101			20,844
General and Administrative Expenses		9,460			9,123			28,505			28,350
Total Operating Expenses		17,579			16,642			52,606			49,194
Operating Income		2,100			4,294			10,934			10,577
Interest Expense		199			81			327			1,785
Interest Income		(219	)		(347	)		(817	)		(347	)
Other (Income) Expense		(1,009	)		289			(646	)		304
Total Interest and Other (Income) Expense, net		(1,029	)		23			(1,136	)		1,742
Income Before Provision For Income Taxes		3,129			4,271			12,070			8,835
Provision for Income Taxes		772			923			2,019			2,078
Net Income	$	2,357		$	3,348		$	10,051		$	6,757
Basic Earnings Per Share	$	0.26		$	0.39		$	1.10		$	0.84
Average Shares Outstanding		9,230			8,615			9,147			8,060
Diluted Earnings Per Share	$	0.25		$	0.38		$	1.09		$	0.83
Average Shares Outstanding		9,326			8,752			9,243			8,187

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 2025

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	4,640		$	19,646
Marketable Securities	-			15,533
Accounts Receivable, less allowance for credit losses of 577 and 544 as of December 28, 2024 and March 30, 2024, respectively	51,621			47,779
Other Receivables	734			506
Inventory, net	13,793			17,418
Prepaid Expenses and Other Current Assets	5,771			4,276
Total Current Assets	76,559			105,158
Property and Equipment, net	50,490			38,944
Goodwill	176,617			105,585
Intangible Assets, net	57,682			19,987
Right to Use Assets, net	23,568			16,823
Other Assets	1,093			1,055
Total Assets	386,009		$	287,552
LIABILITIES AND SHAREHOLDERS' EQUITY		****			****
Current Liabilities:
Accounts Payable	16,184		$	11,495
Accrued Compensation and Other Current Liabilities	13,085			19,665
Current Portion of Long-Term Debt	2,410			2,339
Total Current Liabilities	31,679			33,499
Long-Term Debt	39,496			1,817
Deferred Tax Liabilities, net	9,255			9,291
Lease Liabilities	20,780			14,873
Other Liabilities	3,719			2,903
Total Liabilities	104,929			62,383
Shareholders' Equity:
Common Stock, par value 0.50 per share, 30,000,000 shares authorized; 9,309,257 and 8,839,299 shares issued and outstanding as of December 28, 2024 and March 30, 2024, respectively	4,655			4,420
Capital in Excess of Par Value	190,200			141,624
Accumulated Other Comprehensive Loss	(1,881	)		(949	)
Retained Earnings	88,106			80,074
Total Shareholders' Equity	281,080			225,169
Total Liabilities and Shareholders' Equity	386,009		$	287,552

All values are in US Dollars.

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 2025

Page 9 of 14

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	(Unaudited)
	Nine Months Ended
	December 28,			December 23,
	2024			2023
Cash Flows from Operating Activities:
Net Income	$	10,051		$	6,757
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net (Gain)Loss on Disposal of Property and Equipment		(64	)		24
Deferred Income Taxes		(36	)		42
Depreciation and Amortization		12,941			9,841
Gain on Sale of Assets		(855	)		-
Provision for Accounts Receivable and Inventory Reserves		147			379
Stock-Based Compensation Expense		2,075			3,338
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables		1,848			3,819
Inventory		4,612			3,208
Prepaid Expenses and Other Current Assets		(1,419	)		728
Accounts Payable		4,179			(5,194	)
Accrued Compensation and Other Current Liabilities		(2,197	)		3,947
Income Taxes Payable		(2,925	)		-
Net Cash Provided by Operating Activities		28,357			26,889
Cash Flows from Investing Activities:
Purchase of Property and Equipment		(10,502	)		(9,099	)
Business Acquisitions, net of cash acquired		(86,095	)		(12,932	)
Proceeds from Sale of Assets		1,100			-
Sales of Marketable Securities		15,533			-
Net Cash Used in Investing Activities		(79,964	)		(22,031	)
Cash Flows from Financing Activities:
Proceeds From/(Repayment of) Revolving Credit Facility, net		39,495			(42,713	)
Repayments of Term Loan		(1,745	)		(1,678	)
Issuance of Common Stock, net of direct costs		1,766			75,714
Repurchase of Common Stock		(3,208	)		(2,247	)
Net Cash Provided by Financing Activities		36,308			29,076
Effect of Exchange Rate Changes on Cash and Cash Equivalents		293			(260	)
Net (Decrease)/Increase in Cash and Cash Equivalents		(15,006	)		33,674
Cash and Cash Equivalents at Beginning of Period		19,646			1,531
Cash and Cash Equivalents at End of Period	$	4,640		$	35,205

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 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				10,051
+ Interest Income		(260	)		(210	)		(20	)			(490	)
+ Other Expense		131			232			(1,009	)			(646	)
+ Tax Provision		820			427			772				2,019
Operating Income		5,099			3,735			2,100				10,934
+ Depreciation & Amortization		4,113			4,399			4,430				12,942
+ Transaction Expenses		434			33			778				1,245
+ Other Expense		(131	)		(232	)		154				(209	)
+ Non-cash Stock Compensation		697			926			452				2,075
Adjusted EBITDA		10,212			8,861			7,914				26,987
Segment Breakdown
Service Operating Income	$	4,091			3,704			1,412				9,207
+ Depreciation & Amortization		2,402			2,455			2,451				7,308
+ Transaction Expenses		146			-			778				924
+ Other Expense		(96	)		(164	)		94				(166	)
+ Non-cash Stock Compensation		421			629			186				1,236
Service Adjusted EBITDA		6,964			6,624			4,921				18,509
Distribution Operating Income	$	1,008			31			688				1,727
+ Depreciation & Amortization		1,711			1,944			1,979				5,634
+ Transaction Expenses		288			32			-				320
+ Other Expense		(35	)		(67	)		60				(42	)
+ Non-cash Stock Compensation		276			297			266				839
Distribution Adjusted EBITDA		3,248			2,237			2,993				8,478

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 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 / (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 Third Quarter Results with Revenue Growth

January 27, 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						10,051
+ Amortization of Intangible Assets		1,749			1,888			1,879						5,516
+ Acquisition Amortization of Backlog		24			4			-						28
+ Acquisition Deal Costs		434			33			778						1,245
+ Acquisition Stock Expense		234			130			(261	)					103
+ Income Tax Effect at 25%		(610	)		(514	)		(599	)					(1,723	)
Adjusted Net Income		6,239			4,827			4,154			-			15,220
Average Diluted Shares Outstanding		9,196			9,282			9,326						9,243
Diluted Earnings Per Share		0.48			0.35			0.25			-			1.09
Adjusted Diluted Earnings Per Share		0.68			0.52			0.45			-			1.65
	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 Third Quarter Results with Revenue Growth

January 27, 2025

Page 13 of 14

TRANSCAT, INC.

Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

			****			****	Change
SERVICE	FY 2025 Q3			FY 2024 Q3			's		%
Service Revenue	$	41,557		$	41,509					0.1	%
Cost of Revenue		29,200			28,015					4.2	%
Gross Profit	$	12,357		$	13,494			)		(8.4	)%
Gross Margin		29.7	%		32.5	%
Selling, Marketing & Warehouse Expenses	$	4,380		$	4,202					4.2	%
General and Administrative Expenses		6,565			6,326					3.8	%
Operating Income	$	1,412		$	2,966			)		(52.4	)%
% of Revenue		3.4	%		7.1	%

All values are in US Dollars.

			****			****	Change
DISTRIBUTION	FY 2025 Q3			FY 2024 Q3			's		%
Distribution Revenue	$	25,197		$	23,657					6.5	%
Cost of Revenue		17,875			16,215					10.2	%
Gross Profit	$	7,322		$	7,442			)		(1.6	)%
Gross Margin		29.1	%		31.5	%
Selling, Marketing & Warehouse Expenses	$	3,739		$	3,317					12.7	%
General and Administrative Expenses		2,895			2,797					3.5	%
Operating Income	$	688		$	1,328			)		(48.2	)%
% of Sales		2.7	%		5.6	%

All values are in US Dollars.

			****			****	Change
TOTAL	FY 2025 Q3			FY 2024 Q3			's		%
Total Revenue	$	66,754		$	65,166					2.4	%
Total Cost of Revenue		47,075			44,230					6.4	%
Gross Profit	$	19,679		$	20,936			)		(6.0	)%
Gross Margin		29.5	%		32.1	%
Selling, Marketing & Warehouse Expenses	$	8,119		$	7,519					8.0	%
General and Administrative Expenses		9,460			9,123					3.7	%
Operating Income	$	2,100		$	4,294			)		(51.1	)%
% of Revenue		3.1	%		6.6	%

All values are in US Dollars.

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Transcat Reports Third Quarter Results with Revenue Growth

January 27, 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	$	129,418		$	122,793				5.4	%
Cost of Revenue		87,587			82,244				6.5	%
Gross Profit	$	41,831		$	40,549				3.2	%
Gross Margin		32.3	%		33.0	%
Selling, Marketing & Warehouse Expenses	$	13,269		$	12,452				6.6	%
General and Administrative Expenses		19,355			21,197			)	(8.7	)%
Operating Income	$	9,207		$	6,900				33.4	%
% of Revenue		7.1	%		5.6	%

All values are in US Dollars.

			****			****	Change
	FY 2025			FY 2024				****			****
DISTRIBUTION	YTD			YTD			's		%
Distribution Revenue	$	71,869		$	65,775					9.3	%
Cost of Revenue		50,160			46,553					7.7	%
Gross Profit	$	21,709		$	19,222					12.9	%
Gross Margin		30.2	%		29.2	%
Selling, Marketing & Warehouse Expenses	$	10,832		$	8,392					29.1	%
General and Administrative Expenses		9,150			7,153					27.9	%
Operating Income	$	1,727		$	3,677			)		(53.0	)%
% of Sales		2.4	%		5.6	%

All values are in US Dollars.

			****			****	Change
	FY 2025			FY 2024					****
TOTAL	YTD			YTD			's		%
Total Revenue	$	201,287		$	188,568			6.7	%
Total Cost of Revenue		137,747			128,797			6.9	%
Gross Profit	$	63,540		$	59,771			6.3	%
Gross Margin		31.6	%		31.7	%
Selling, Marketing & Warehouse Expenses	$	24,101		$	20,844			15.6	%
General and Administrative Expenses		28,505			28,350			0.5	%
Operating Income	$	10,934		$	10,577			3.4	%
% of Revenue		5.4	%		5.6	%

All values are in US Dollars.

Image Exhibit

Exhibit 99.2

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