Form 8-K TRANSCAT INC For: Jan 26

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January 27, 2015 9:08 AM EST

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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 26, 2015

�

Transcat, Inc.

(Exact name of registrant as specified in its charter)

�

Ohio	000-03905	16-0874418
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

�

35 Vantage Point Drive, Rochester, New York	14624
(Address of principal executive offices)	(Zip Code)

�

Registrant's telephone number, including area code

585-352-7777

�

(Former name or former address, if changed since last report)

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
�	�
[ �]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
�
[ �]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
�
[ �]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�
[� ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

Item 2.02��Results of Operations and Financial Condition.

�

On January 26, 2015, Transcat, Inc. (the Company) issued a press release announcing its financial results for its fiscal year 2015 third quarter ended December 27, 2014. The press release is attached to this Form 8-K as Exhibit 99.1.

�

In addition, on January 27, 2015, the Company posted slides to the Investor Relations section of its website that will accompany the Companys earnings conference call and webcast at 11:00 a.m. Eastern Time on January 27, 2015. The slides are attached to this Form 8-K as Exhibit 99.2.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1 and Exhibit 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 5.02��Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 26, 2015, Transcat appointed Gary J. Haseley to its Board of Directors (the Board) to fill the existing vacancy on the Board. Mr. Haseley will serve for the remaining portion of the three-year term expiring at the Companys annual meeting of shareholders to be held in 2017 or until his successor is duly elected and qualified. Mr. Haseley is expected to serve on a Board committee; however, the Board has not yet made this determination.

Mr. Haseley, age 53, is the Senior Vice President and General Manager of Kaman Automation, Control & Energy, a division of Kaman Corporation (Kaman), a manufacturer in the aerospace industry and the third largest distributor in the power transmission/motion control market. Prior to joining Kaman, from January 2001 to August 2012, Mr. Haseley served as President and Chief Executive Officer of Zeller Corporation (Zeller), a distributor of electrical and automation components and solutions, which Kaman acquired in 2012. From 1995 until 2001, Mr. Haseley served as Zellers Vice President of Sales. Prior to joining Zeller, Mr. Haseley held various engineering and sales positions. Mr. Haseley holds a B.S. from Kettering University.

There was no arrangement or understanding between Mr. Haseley and any other person with respect to his appointment to the Board. There have been no transactions, nor are there any currently proposed transactions, in which the Company or any of its subsidiaries was or is to be a participant and in which Mr. Haseley, or any member of his immediate family, had, or will have, a direct or indirect material interest.

Mr. Haseley will receive cash compensation in accordance with the Companys compensation arrangements for directors as described under the heading Director Compensation in the Companys definitive proxy statement filed with the Securities and Exchange Commission on July 25, 2014. Such description is incorporated herein by reference.

Upon his appointment to the Board, Mr. Haseley was also awarded a five-year stock option to purchase 10,000 shares of the Companys common stock at $9.66 per share (that being the closing price of the common stock on January 26, 2015). The option vested immediately; however, up to 2,000 shares subject to the option will expire each year if unexercised by the anniversary of the grant date.

Mr. Haseley will be subject to the Companys stock ownership objectives for directors.

�

Item 9.01��Financial Statements and Exhibits.

�

(d)��Exhibits.

�	�	�
Exhibit No.	�	Description
�	�	�
99.1	�	Transcat, Inc. Press Release dated January 26, 2015
�	�	�
99.2	�	Slides for the January 27, 2015 Earnings Conference Call and Webcast

�

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 27, 2015	By:	/s/ John J. Zimmer	�
�		John J. Zimmer	�
�		Senior Vice President of Finance and Chief Financial Officer	�

�

Exhibit 99.1

�

�	NEWS RELEASE

�

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

�

IMMEDIATE RELEASE

�

Transcat Reports Revenue and Operating Income Growth

for Fiscal 2015 Third Quarter

�

�	Service segment operating income tripled to $0.6 million on 9.4% revenue growth

�

�	Distribution segment sales down 2.9% amid competitive market conditions

�

�	Third quarter consolidated operating income grew 2.6% on 1.8% revenue growth

�

ROCHESTER, NY, January 26, 2015 Transcat, Inc. (NASDAQ: TRNS) (Transcat or the Company), a leading provider of accredited calibration and compliance services and distributor of professional grade handheld test, measurement and control instrumentation, today reported financial results for its fiscal 2015 third quarter ended December 27, 2014.��Included in the reported results are those of Ulrich Metrology Inc., acquired on August 31, 2014.

�

Transcat achieved record third quarter revenue of $31.1 million, an increase of 1.8% over the prior-year period, driven by Service segment revenue growth of 9.4%.��Distribution segment sales declined 2.9%.

�

Lee D. Rudow, President and CEO, commented, Our Service segment delivered another excellent quarter of strong top-line growth and produced 38% operating leverage.��We are particularly pleased with the early performance of our recent Ulrich acquisition.��Distribution segment operating income continues to be negatively impacted by lower year-over-year vendor rebates; nonetheless, the segment continues to generate significant cash flow to support our growth strategy.��Overall, we continue to execute our long-term growth strategy to expand our calibration and related services business. Note that operating leverage is defined as the year-over-year change in Service segment operating income divided by the year-over-year change in Service revenue.

�

Third quarter consolidated gross profit declined $0.1 million to $7.0 million.��A $0.4 million increase in Service segment gross profit was offset by a $0.5 million reduction in Distribution segment gross profit related to lower vendor rebates.��Total operating expenses were down $0.2 million, or 3.1%, primarily from lower performance-based compensation expense.��Consolidated operating income increased to $1.4 million, a 2.6% improvement over the prior fiscal year period.

�

Third quarter net income was $0.8 million, or $0.11 per diluted share, consistent with the prior fiscal year period.��Adjusted EBITDA increased 5.8% to $2.4 million, over the same quarter of the prior fiscal year period.��See Note 1 on page 4 for a description of this non-GAAP financial measure and page 9 for the Adjusted EBITDA Reconciliation table.

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page 2 of 12

�

Third Quarter Fiscal 2015 Review (Results are compared with fiscal 2014s third quarter)

�

Service Segment Operating Margin Expands on Strong Revenue Growth

The Service segment represents the Companys accredited calibration and compliance services business (41% of total revenue for the third quarter of fiscal 2015)

�

�	Service segment revenue increased 9.4%, or $1.1 million, to a record third quarter revenue of $12.6 million. The year-over-year increase was driven by a combination of organic and acquisition-related growth.

�

�	Service segment gross profit was $3.1 million, a 14.9%, or $0.4 million improvement.��Gross margin for the segment improved 110 basis points to 24.5%.��

�

�	Segment operating expenses were $2.5 million, consistent with the third quarter of fiscal 2014.

�

�	Third quarter segment operating income tripled to $0.6 million over the prior fiscal year period, while segment operating margin expanded 320 basis points to 4.5%.

�

Service segment contribution margin grew 49.3% to $1.5 million, up from $1.0 million in the prior fiscal year period.��Service segment Adjusted EBITDA increased 68.8%, or $0.5 million to $1.2 million. As a percentage of Service segment revenue, Adjusted EBITDA was 9.9%, a 350 basis point expansion. See Note 1 on page 4 for descriptions of these non-GAAP financial measures and pages 9 and 10 for the Adjusted EBITDA Reconciliation table and the contribution margin calculation in the Additional Information Business Segment Data table.

�

Distribution Segment Continues Strong Cash Generation

The Distribution segment represents the Companys distribution of professional grade handheld test, measurement and control instrumentation business (59% of total revenue for the third quarter of fiscal 2015)

�

�	Distribution sales declined $0.5 million, or 2.9%, to $18.4 million, as increased volume did not fully offset higher discounting.

�

Distribution segment gross profit was $3.9 million, down $0.5 million.��Gross margin was 21.2% compared with 23.4% in the prior fiscal year period.��Lower year-over-year vendor rebates accounted for 190 basis points of the 220 basis point decline.��Vendor rebates tend to fluctuate as target levels are typically established by some vendors using growth rates based on prior-year results.��Competitive pricing strategies, utilized to maintain market share, also negatively impacted segment gross margin.

�

�	Cost discipline and reduced expenses related to performance-based compensation helped to partially offset the year-over-year decline in segment gross profit, resulting in segment operating income of $0.8 million, a $0.4 million decline from the comparable period in fiscal 2014.

�

Contribution margin for the Distribution segment was $1.9 million compared with $2.5 million in the prior fiscal year period.��Distribution segment Adjusted EBITDA was $1.1 million, down $0.4 million. See Note 1 on page 4 for descriptions of these non-GAAP financial measures and pages 9 and 10 for the Adjusted EBITDA Reconciliation table and contribution margin calculation in the Additional Information Business Segment Data table.

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�3 of 12

�

Nine-Month Fiscal 2015 Review�(Results are compared with fiscal 2014s nine-month period, except where indicated)

�

Total revenue increased 3.6%, or $3.2 million, to $91.3 million.��Consolidated gross profit was $20.6 million, down $0.6 million, or 2.8%.��Gross margin declined 140 basis points to 22.6%, primarily due to $1.4 million of lower Distribution segment vendor rebates, a 150 basis point negative impact to gross margin.

�

Service Segment:

�

Revenue increased 7.5% to $37.3 million, driven by organic and acquisition-related growth.��On a trailing twelve-month basis, Service segment revenue was $50.8 million, an increase of 8.2% when compared with the corresponding trailing-twelve month period of fiscal 2014.��The Company believes that trailing twelve-month data is more indicative of the long-term progress of the Service segment.

�

�	Service segment gross margin improved 20 basis points to 24.9%.��On a trailing twelve-month basis, Service segment gross margin was up 10 basis points to 26.6%.

�

Distribution Segment:

�

�	Sales increased 1.1% to $53.9 million in the first nine months of fiscal 2015.

�

�	Year-to-date Distribution segment gross margin decreased 270 basis points to 20.9% primarily due to reduced vendor rebates.

�

Consolidated operating expenses decreased 2.6%, or $0.5 million, to $16.9 million.��As a percentage of total revenue, operating expenses were 18.6%, an improvement over 19.7% in fiscal 2014s nine-month period.��Operating income was down 3.3%, or $0.1 million, to $3.7 million in the first nine months of fiscal 2015.��Net income was $2.1 million, or $0.30 per diluted share, compared with $2.3 million, or $0.31 per diluted share, in the prior fiscal year period.

�

Adjusted EBITDA was $6.3 million in the first nine months of fiscal 2015, consistent with the first nine months of fiscal 2014. See Note 1 on page 4 for a description of this non-GAAP financial measure and page 9 for the Adjusted EBITDA Reconciliation table.

�

Balance Sheet Supports Acquisition Strategy

�

As of December 27, 2014, the Company had $12.7 million in availability under its secured revolving credit facility.��The Ulrich Metrology acquisition used $6.7 million of available borrowings for acquisitions, leaving $8.3 million available for potential acquisitions for the remainder of fiscal 2015.

�

Capital expenditures in the first nine months of fiscal 2015 were $2.7 million, up $1.6 million, and were primarily for additional service capabilities and information technology upgrades, including the Companys new state-of-the-art C3 Metrology Management Software.��The Company expects total capital expenditures to be approximately $3.5 million in fiscal 2015.

�

Outlook

�

Mr. Rudow concluded, We continue to execute our growth strategy and believe we can capitalize on the many opportunities, both organic and acquisition, that exist in the calibration and related services space.��The ongoing capability enhancements we have made within the Service segment continue to drive results and we expect to see augmented growth from the Ulrich acquisition through the remainder of fiscal 2015 and beyond.

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�4 of 12

�

"We have aligned resources with strategic investments that we believe will deliver long-lasting results.��Investments in our innovative C3 system, as well as the launch of our new e-commerce platform, are two initiatives that have begun to drive new business and, over the long-term, are expected to be solid contributors to our growth.��We also recently relocated our lab in the Los Angeles market to an area rich with healthcare companies, while significantly improving that labs capacity and capability.

�

While the Distribution business will continue to be very competitive and vendor rebates will negatively impact segment gross margin in the fourth quarter, we do not expect further vendor rebate decline in the next fiscal year.

�

Webcast and Conference Call

�

Transcat will host a conference call and webcast on Tuesday, January 27, 2015 at 11:00 a.m. ET.��Management will review the financial and operating results for the quarter and year to date period, as well as the Companys 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 the day of the call through Tuesday, February 3, 2015.��To listen to the archived call, dial (858) 384-5517 and enter conference ID number 13597676.��Alternatively, the archive can be heard on the Companys website at www.transcat.com/investor-relations.��A transcript will also be posted to the website, once available.

�

NOTE 1 Non-GAAP Financial Measures

�

In addition to reporting net income, a U.S. generally accepted accounting principle (GAAP) measure, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, other income and expenses, and non-cash stock compensation expense), which is a non-GAAP measure.��The Company believes Adjusted EBITDA allows investors to view its performance in a manner similar to the methods used by management and provides additional insight into its operating results.��Adjusted EBITDA is not calculated through the application of GAAP and is not the required form of disclosure by the Securities and Exchange Commission.��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.��The use of any non-GAAP measure 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 the attached Adjusted EBITDA Reconciliation�table on page 9.

�

Contribution margin, a non-GAAP financial measure, consists of gross profit less selling, marketing and warehouse expenses.��We believe contribution margin provides management and users of the financial statements information about our ability to cover our operating costs, such as technology and general and administrative expenses.��Contribution margin is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.��The material limitation associated with the use of contribution margin is that it is an incomplete measure of profitability as it does not include all operating expenses or non-operating income and expenses.��Management compensates for these limitations when using this measure by looking at other GAAP measures, such as operating income (loss) and net income (loss).��For further details on contribution margin, see the calculation of this non-GAAP financial measure and the reconciliation of contribution margin to gross profit in the Additional Information Business Segment Data tables on pages 10 and 11.

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page 5 of 12

�

ABOUT TRANSCAT

�

Transcat, Inc. is a leading provider of accredited calibration and compliance services including analytical instrument qualifications, equipment and process validation.��The Company is focused on providing best-in-class calibration analytics to highly regulated industries, particularly healthcare, which includes companies in pharmaceuticals, medical devices and bioscience.��With 18 strategically-located centers of excellence in the United States, Canada and Puerto Rico, Transcat performs over 200,000 specialized technical services annually.��The breadth and depth of measurement parameters addressed by Transcats ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry. Transcat also answers the call with cGMP, GLP, and GXP compliant services.

�

In addition, Transcat operates as a leading distributor of professional grade handheld test, measurement and control instrumentation, marketing more than 100,000 premier and propriety brand instruments to nearly 30,000 customers.

�

Transcats growth strategy is to leverage its service capabilities, strong brand and leading distribution platform to drive organic sales growth and 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 on its website at: Transcat.com

�

Safe Harbor Statement

This press 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 that often are identified by words such as expects, estimates, projects, anticipates, believes, could, and other similar words.��All statements addressing operating performance, events, or developments that Transcat, Inc. expects or anticipates will occur in the future, including but not limited to statements relating to anticipated revenue, profit margins, sales operations, capital expenditures, growth strategy, potential acquisitions, customer preferences 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 are more fully described in Transcats Annual 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 Companys underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated.��In addition, undue reliance should not be placed on the Companys forward-looking statements.��Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

�

For more information contact:

�

John J. Zimmer, Chief Financial Officer

Phone: (585) 352-7777

Email:��[email protected]

-OR-

Deborah K. Pawlowski, Investor Relations

Phone: (716) 843-3908

Email: [email protected]

�

FINANCIAL TABLES FOLLOW.

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�6 of 12

�

TRANSCAT, INC.

�CONSOLIDATED STATEMENTS OF INCOME

�(In Thousands, Except Per Share Amounts)

�

(Unaudited)

�

(Unaudited)

�

Third Quarter Ended

�

Nine Months Ended

�

December 27,

�

December 28,

�

December 27,

�

December 28,

�

2014

�

2013

�

2014

�

2013

�

Service Revenue

�

12,603

�

11,516

�

37,336

�

34,727

�

Distribution Sales

�

18,449

�

18,997

�

53,946

�

53,378

�

Total Revenue

�

31,052

�

30,513

�

91,282

�

88,105

�

Cost of Service Revenue

�

9,513

�

8,826

�

28,037

�

26,133

�

Cost of Distribution Sales

�

14,545

�

14,549

�

42,656

�

40,799

�

Total Cost of Revenue

�

24,058

�

23,375

�

70,693

�

66,932

�

Gross Profit

�

6,994

�

7,138

�

20,589

�

21,173

�

Selling, Marketing and Warehouse Expenses

�

3,602

�

3,678

�

10,506

�

10,674

�

Administrative Expenses

�

2,015

�

2,118

�

6,431

�

6,724

�

Total Operating Expenses

�

5,617

�

5,796

�

16,937

�

17,398

�

Operating Income

�

1,377

�

1,342

�

3,652

�

3,775

�

Interest and Other Expense, net

�

266

�

157

�

Income Before Income Taxes

�

1,294

�

1,257

�

3,386

�

3,618

�

Provision for Income Taxes

�

481

�

469

�

1,269

�

1,338

�

Net Income

�

813

�

788

�

2,117

�

2,280

�

Basic Earnings Per Share

�

0.12

�

0.11

�

0.31

�

0.32

�

Average Shares Outstanding

�

6,823

�

6,856

�

6,788

�

7,192

�

Diluted Earnings Per Share

�

0.11

�

0.11

�

0.30

�

0.31

�

Average Shares Outstanding

�

7,081

�

7,125

�

7,061

�

7,421

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�7 of 12

�

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

�

�	�	(Unaudited)		�	�	�		�
�	�	December 27,		�	�	March 29,		�
�	�	2014		�	�	2014		�
ASSETS	�	�		�	�	�		�
Current Assets:	�	�		�	�	�		�
Cash	�	$	19	�	�	$	23	�
Accounts Receivable, less allowance for doubtful accounts of $133	�	�	�	�	�	�	�	�
and $82 as of December 27, 2014 and March 29, 2014, respectively	�	�	15,296	�	�	�	15,663	�
Other Receivables	�	�	847	�	�	�	1,088	�
Inventory, net	�	�	7,222	�	�	�	6,181	�
Prepaid Expenses and Other Current Assets	�	�	1,565	�	�	�	1,180	�
Deferred Tax Asset	�	�	1,034	�	�	�	1,396	�
Total Current Assets	�	�	25,983	�	�	�	25,531	�
Property and Equipment, net	�	�	8,876	�	�	�	7,089	�
Goodwill	�	�	20,991	�	�	�	17,384	�
Intangible Assets, net	�	�	4,035	�	�	�	2,651	�
Other Assets	�	�	1,475	�	�	�	1,219	�
Total Assets	�	$	61,360	�	�	$	53,874	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND SHAREHOLDERS' EQUITY	�	�	�	�	�	�	�	�
Current Liabilities:	�	�	�	�	�	�	�	�
Accounts Payable	�	$	7,184	�	�	$	7,132	�
Accrued Compensation and Other Liabilities	�	�	3,629	�	�	�	5,690	�
Income Taxes Payable	�	�	-	�	�	�	1,035	�
Total Current Liabilities	�	�	10,813	�	�	�	13,857	�
Long-Term Debt	�	�	14,837	�	�	�	7,593	�
Deferred Tax Liability	�	�	1,106	�	�	�	607	�
Other Liabilities	�	�	1,952	�	�	�	1,734	�
Total Liabilities	�	�	28,708	�	�	�	23,791	�
�	�	�	�	�	�	�	�	�
Shareholders' Equity:	�	�	�	�	�	�	�	�
Common Stock, par value $0.50 per share, 30,000,000 shares authorized;				�	�	�	�	�
6,827,103 and 6,716,350 shares issued and outstanding	�	�	�	�	�	�	�	�
as of December 27, 2014 and March 29, 2014, respectively	�	�	3,414	�	�	�	3,358	�
Capital in Excess of Par Value	�	�	12,173	�	�	�	11,387	�
Accumulated Other Comprehensive Income	�	�	220	�	�	�	567	�
Retained Earnings	�	�	16,845	�	�	�	14,771	�
Total Shareholders' Equity	�	�	32,652	�	�	�	30,083	�
Total Liabilities and Shareholders' Equity	�	$	61,360	�	�	$	53,874	�

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�8 of 12

�

TRANSCAT, INC.

�CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

�

�	�	(Unaudited)						�
�	�	Nine Months Ended						�
�	�	December 27,		�	�	December 28,		�
�	�	2014		�	�	2013		�
Cash Flows from Operating Activities:	�	�		�	�	�		�
Net Income	�	$	2,117	�	�	$	2,280	�
Adjustments to Reconcile Net Income to Net Cash	�	�	�	�	�	�	�	�
Provided by Operating Activities:	�	�	�	�	�	�	�	�
Loss (Gain) on Disposal of Property and Equipment	�	�	4	�	�	�	(31	)
Deferred Income Taxes	�	�	152	�	�	�	(157	)
Depreciation and Amortization	�	�	2,268	�	�	�	2,231	�
Provision for Accounts Receivable and Inventory Reserves	�	�	79	�	�	�	122	�
Stock-Based Compensation Expense	�	�	474	�	�	�	400	�
Changes in Assets and Liabilities:	�	�	�	�	�	�	�	�
Accounts Receivable and Other Receivables	�	�	916	�	�	�	(12	)
Inventory	�	�	(1,059	)	�	�	(827	)
Prepaid Expenses and Other Assets	�	�	(950	)	�	�	(572	)
Accounts Payable	�	�	77	�	�	�	(163	)
Accrued Compensation and Other Liabilities	�	�	(1,953	)	�	�	1,347	�
Income Taxes Payable	�	�	(906	)	�	�	(466	)
Net Cash Provided by Operating Activities	�	�	1,219	�	�	�	4,152	�
�	�	�	�	�	�	�	�	�
Cash Flows from Investing Activities:	�	�	�	�	�	�	�	�
Purchases of Property and Equipment	�	�	(2,709	)	�	�	(1,158	)
Proceeds from Sale of Property and Equipment	�	�	46	�	�	�	243	�
Business Acquisition, net of cash acquired	�	�	(6,681	)	�	�	-	�
Net Cash Used in Investing Activities	�	�	(9,344	)	�	�	(915	)
�	�	�	�	�	�	�	�	�
Cash Flows from Financing Activities:	�	�	�	�	�	�	�	�
Proceeds from Revolving Line of Credit, net	�	�	7,244	�	�	�	2,592	�
Issuance of Common Stock	�	�	396	�	�	�	166	�
Repurchase of Common Stock	�	�	(71	)	�	�	(6,425	)
Excess Tax Benefits Related to Stock-Based Compensation	�	�	-	�	�	�	1	�
Net Cash Provided by (Used in) Financing Activities	�	�	7,569	�	�	�	(3,666	)
�	�	�	�	�	�	�	�	�
Effect of Exchange Rate Changes on Cash	�	�	552	�	�	�	188	�
�	�	�	�	�	�	�	�	�
Net Decrease in Cash	�	�	(4	)	�	�	(241	)
Cash at Beginning of Period	�	�	23	�	�	�	406	�
Cash at End of Period	�	$	19	�	�	$	165	�

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�9 of 12

�

TRANSCAT, INC.

Adjusted EBITDA Reconciliation Table

(Dollars in thousands)

(Unaudited)

�

FY2015

�

YTD

�

Net Income

�

445

�

859

�

813

�

2,117

�

+ Interest Expense

�

155

�

+ Other Expense / (Income)

�

111

�

+ Tax Provision

�

269

�

519

�

481

�

1,269

�

Operating Income

�

759

�

1,516

�

1,377

�

3,652

�

+ Depreciation & Amortization

�

624

�

747

�

897

�

2,268

�

+ Other (Expense) / Income

�

(14

)

�

(91

)

�

)

�

(111

)

+ Noncash Stock Compensation

�

155

�

234

�

474

�

Adjusted EBITDA

�

1,524

�

2,406

�

2,353

�

6,283

�

Segment Breakdown

�

Service Operating Income

�

267

�

665

�

562

�

1,494

�

+ Depreciation & Amortization

�

488

�

577

�

676

�

1,741

�

+ Other (Expense) / Income

�

(15

)

�

(85

)

�

(33

)

�

(133

)

+ Noncash Stock Compensation

�

103

�

214

�

Service Adjusted EBITDA

�

812

�

1,260

�

1,244

�

3,316

�

Distribution Operating Income

�

492

�

851

�

815

�

2,158

�

+ Depreciation & Amortization

�

136

�

170

�

221

�

527

�

+ Other (Expense) / Income

�

)

�

+ Noncash Stock Compensation

�

131

�

260

�

Distribution Adjusted EBITDA

�

712

�

1,146

�

1,109

�

2,967

�

FY2014

�

YTD

�

Net Income

�

721

�

771

�

788

�

1,704

�

3,984

�

+ Interest Expense

�

130

�

+ Other Expense / (Income)

�

(22

)

�

129

�

+ Tax Provision

�

427

�

442

�

469

�

1,124

�

2,462

�

Operating Income

�

1,152

�

1,281

�

1,342

�

2,930

�

6,705

�

+ Depreciation & Amortization

�

729

�

711

�

791

�

714

�

2,945

�

+ Other (Expense) / Income

�

(43

)

�

(51

)

�

(57

)

�

(129

)

+ Noncash Stock Compensation

�

113

�

144

�

143

�

127

�

527

�

Adjusted EBITDA

�

2,016

�

2,093

�

2,225

�

3,714

�

10,048

�

Segment Breakdown

�

Service Operating Income

�

461

�

260

�

151

�

1,507

�

2,379

�

+ Depreciation & Amortization

�

555

�

521

�

555

�

513

�

2,144

�

+ Other (Expense) / Income

�

(14

)

�

(42

)

�

(32

)

�

(53

)

�

(141

)

+ Noncash Stock Compensation

�

230

�

Service Adjusted EBITDA

�

1,054

�

802

�

737

�

2,019

�

4,612

�

Distribution Operating Income

�

691

�

1,021

�

1,191

�

1,423

�

4,326

�

+ Depreciation & Amortization

�

174

�

190

�

236

�

201

�

801

�

+ Other (Expense) / Income

�

)

�

(19

)

�

)

�

+ Noncash Stock Compensation

�

297

�

Distribution Adjusted EBITDA

�

962

�

1,291

�

1,488

�

1,695

�

5,436

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�10 of 12

�

TRANSCAT, INC.

�Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

�

Change

�

SERVICE

�

FY 2015

�

FY 2014

�

�$

�

Service Revenue

�

12,603

�

11,516

�

1,087

�

9.4

Cost of Revenue

�

9,513

�

8,826

�

687

�

7.8

Gross Profit

�

3,090

�

2,690

�

400

�

14.9

Gross Margin

�

24.5

�

23.4

�

Selling, Marketing & Warehouse Expenses

�

1,636

�

1,716

�

(80

)

�

(4.7

Contribution Margin

�

1,454

�

974

�

480

�

49.3

��% of Revenue

�

11.5

�

8.5

�

Administrative Expenses

�

892

�

823

�

8.4

Operating Income

�

562

�

151

�

411

�

272.2

��% of Revenue

�

4.5

�

1.3

�

Change

�

DISTRIBUTION

�

FY 2015

�

FY 2014

�

�$

�

Distribution Sales

�

18,449

�

18,997

�

(548

)

�

(2.9

Cost of Sales

�

14,545

�

14,549

�

)

�

(0.0

Gross Profit

�

3,904

�

4,448

�

(544

)

�

(12.2

Gross Margin

�

21.2

�

23.4

�

Selling, Marketing & Warehouse Expenses

�

1,966

�

1,962

�

0.2

Contribution Margin

�

1,938

�

2,486

�

(548

)

�

(22.0

��% of Sales

�

10.5

�

13.1

�

Administrative Expenses

�

1,123

�

1,295

�

(172

)

�

(13.3

Operating Income

�

815

�

1,191

�

(376

)

�

(31.6

��% of Sales

�

4.4

�

6.3

�

Change

�

TOTAL

�

FY 2015

�

FY 2014

�

�$

�

Total Revenue

�

31,052

�

30,513

�

539

�

1.8

Total Cost of Revenue

�

24,058

�

23,375

�

683

�

2.9

Gross Profit

�

6,994

�

7,138

�

(144

)

�

(2.0

Gross Margin

�

22.5

�

23.4

�

Selling, Marketing & Warehouse Expenses

�

3,602

�

3,678

�

(76

)

�

(2.1

Contribution Margin

�

3,392

�

3,460

�

(68

)

�

(2.0

��% of Revenue

�

10.9

�

11.3

�

Administrative Expenses

�

2,015

�

2,118

�

(103

)

�

(4.9

Operating Income

�

1,377

�

1,342

�

2.6

��% of Revenue

�

4.4

�

4.4

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�11 of 12

�

TRANSCAT, INC.

�Additional Information - Business Segment Data

(Dollars in thousands)

(Unaudited)

�

Change

�

SERVICE

�

FY 2015

YTD

�

FY 2014

YTD

�

�$

�

Service Revenue

�

37,336

�

34,727

�

2,609

�

7.5

Cost of Revenue

�

28,037

�

26,133

�

1,904

�

7.3

Gross Profit

�

9,299

�

8,594

�

705

�

8.2

Gross Margin

�

24.9

�

24.7

�

Selling, Marketing & Warehouse Expenses

�

4,932

�

5,034

�

(102

)

�

(2.0

Contribution Margin

�

4,367

�

3,560

�

807

�

22.7

��% of Revenue

�

11.7

�

10.3

�

Administrative Expenses

�

2,873

�

2,688

�

185

�

6.9

Operating Income

�

1,494

�

872

�

622

�

71.3

��% of Revenue

�

4.0

�

2.5

�

Change

�

DISTRIBUTION

�

FY 2015

YTD

�

FY 2014

YTD

�

�$

�

Distribution Sales

�

53,946

�

53,378

�

568

�

1.1

Cost of Sales

�

42,656

�

40,799

�

1,857

�

4.6

Gross Profit

�

11,290

�

12,579

�

(1,289

)

�

(10.2

Gross Margin

�

20.9

�

23.6

�

Selling, Marketing & Warehouse Expenses

�

5,574

�

5,640

�

(66

)

�

(1.2

Contribution Margin

�

5,716

�

6,939

�

(1,223

)

�

(17.6

��% of Sales

�

10.6

�

13.0

�

Administrative Expenses

�

3,558

�

4,036

�

(478

)

�

(11.8

Operating Income

�

2,158

�

2,903

�

(745

)

�

(25.7

��% of Sales

�

4.0

�

5.4

�

Change

�

TOTAL

�

FY 2015

YTD

�

FY 2014

YTD

�

Total Revenue

�

91,282

�

88,105

�

3,177

�

3.6

Total Cost of Revenue

�

70,693

�

66,932

�

3,761

�

5.6

Gross Profit

�

20,589

�

21,173

�

(584

)

�

(2.8

Gross Margin

�

22.6

�

24.0

�

Selling, Marketing & Warehouse�Expenses

�

10,506

�

10,674

�

(168

)

�

(1.6

Contribution Margin

�

10,083

�

10,499

�

(416

)

�

(4.0

��% of Revenue

�

11.0

�

11.9

�

Administrative Expenses

�

6,431

�

6,724

�

(293

)

�

(4.4

Operating Income

�

3,652

�

3,775

�

(123

)

�

(3.3

��% of Revenue

�

4.0

�

4.3

�

Transcat Reports Revenue and Operating Income Growth for Fiscal 2015 Third Quarter

January 26, 2015

Page�12 of 12

�

DISTRIBUTION SALES PER BUSINESS DAY

(Dollars in thousands)

(Unaudited)

�

Change

�

FY 2015 Q3

�

FY 2014 Q3

�

Distribution Sales

�

18,449

�

18,997

�

(548

)

�

(2.9

Business Days

�

Sales Per Business Day

�

302

�

311

�

)

�

(2.9

�

Change

�

FY 2015 YTD

�

FY 2014 YTD

�

Distribution Sales

�

53,946

�

53,378

�

568

�

1.1

Business Days

�

187

�

187

�

Sales Per Business Day

�

288

�

285

�

1.1

�

Exhibit 99.2

�

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