Financial Data and Key Metrics Changes - Fiscal 2024 consolidated revenue increased by 13% to $259 million, with double-digit organic service growth of 11% and total service growth of 17% [7][19] - Adjusted diluted earnings per share for Q4 was $0.66, up 10% from the same quarter of the prior year, while full-year net income increased by 28% [14][21] - Consolidated gross profit for Q4 was $24 million, up 26% from the prior year, with gross margin expanding by 300 basis points [12][19] - Full-year adjusted EBITDA grew by 27% to $38.6 million, reflecting strong performance across both segments [22][92] Business Line Data and Key Metrics Changes - The Service segment recorded 18% total service growth and 13% organic service growth, marking its 60th consecutive quarter of year-over-year growth [16][18] - Distribution revenue grew by 5% for the full year, driven by strong performance in the higher-margin rental business, which accounted for approximately 35% of the overall Distribution business post-Becnel acquisition [9][11][35] Market Data and Key Metrics Changes - The demand for Transcat's core calibration business remains strong, contributing to the overall growth in service revenue [18] - The recent acquisition of Becnel Rental Tools is expected to diversify the service portfolio and enhance growth opportunities in regulated markets [28][60] Company Strategy and Development Direction - The company aims to continue benefiting from recurring revenue streams and expects organic service growth in the high single-digit to low double-digit range [27] - Transcat's acquisition strategy focuses on integrating strategic acquisitions that enhance customer value and expand addressable markets [45] - The TS3 initiative, which integrates asset management and lifecycle services with core calibration services, is expected to provide a comprehensive suite of services to high-level decision-makers [29][46] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the continued growth of the high-margin rental business and the effectiveness of automation and process improvements in driving margin expansion [27][49] - The company anticipates that the integration of Becnel will provide synergistic growth opportunities and enhance its position in regulated markets [28][60] Other Important Information - The company had total net cash of $31 million at year-end, with a leverage ratio of 0.1x and $80 million available from its credit facility [43] - The acquisition of Becnel was completed for $50 million, paid in a combination of stock and cash [43] Q&A Session Summary Question: Growth outlook for the Service side - Management indicated that there is significant runway for growth in both service initiatives and operational leadership development [32] Question: Percentage of Distribution segment revenue from rentals post-Becnel acquisition - Approximately 35% of the overall Distribution business revenue comes from rentals post-acquisition [35] Question: Impact of acquisitions on future deals - Management confirmed that the strength of the company's equity allows for potential larger acquisitions that fit strategically [35] Question: Seasonality in the rental business - Management noted that calendar Q1 is typically the lightest quarter for the rental business, which aligns with Transcat's overall business seasonality [76] Question: Incremental CapEx for fiscal '25 related to Becnel - An increase in CapEx is expected to support the growth of the rental business, similar to the increase seen with the Axiom acquisition [65] Question: New brand positioning with TS3 - The TS3 initiative aims to present a comprehensive service offering to highly regulated customers, enhancing the company's value proposition [66][80]

Core Insights - Transcat exceeded quarterly expectations and forecasts continued growth, leading to a significant increase in share price [1][5] Financial Performance - The company reported earnings of $0.66 per share for the fiscal fourth quarter ending March 30, with revenue of $70.9 million, surpassing Wall Street estimates of $0.53 per share on sales of $68 million [2] - Consolidated adjusted EBITDA grew by 29.8% in the quarter, with EBITDA margin expanding by 200 basis points, driven by strong organic growth and acquisitions [3] - Fourth-quarter consolidated revenue increased by 14%, with gross margin expansion of 300 basis points year over year, attributed to a wider range of service offerings and strong performance in the rental business [4] Future Outlook - The CEO forecasts further gains in fiscal 2025, supported by predictable, recurring revenue streams from regulated markets like life sciences [5] - The rental business is positioned as a hedge against economic downturns, as it tends to perform better during economic cycles [5] - Transcat is identified as an under-the-radar stock with potential for growth if it continues its recent performance [6]

[Executive Summary & Highlights](index=1&type=section&id=Executive%20Summary%20%26%20Highlights) Transcat reported strong Q4 and full-year fiscal 2024 results, driven by double-digit organic Service revenue growth, significant gross margin expansion, and strategic acquisitions [Company Overview & Q4/FY24 Performance Highlights](index=1&type=section&id=Company%20Overview%20%26%20Q4%2FFY24%20Performance%20Highlights) Transcat, a leading provider of accredited calibration services and test instrumentation, reported strong financial results for Q4 and full-year fiscal 2024, driven by double-digit organic Service revenue growth, significant gross margin expansion in both segments, and successful integration of recent acquisitions - **Transcat** is a leading provider of accredited **calibration services**, cost control and optimization services, and distribution/rental of professional grade test, measurement, and control instrumentation[3](index=3&type=chunk) - **Fiscal 2024** consisted of **53 weeks**, while **fiscal 2023** had **52 weeks**[3](index=3&type=chunk) - Double-digit **organic Service revenue growth** and increased productivity drove **Service gross margin expansion**, while **Distribution gross margins** soared due to growth in **Rentals**[4](index=4&type=chunk) - **Adjusted EBITDA** grew **30%** for **Q4**, reflecting leverage of **organic Service revenue growth** and successful **acquisition** integration[4](index=4&type=chunk) - **Consolidated revenue** was up **14%** in **Q4** with **gross margin expansion** of **300 basis points** year over year[4](index=4&type=chunk) [Key Achievements](index=1&type=section&id=Key%20Achievements) The company completed three acquisitions (TIC-MS, SteriQual, Axiom Test Equipment) in fiscal 2024, expanding markets and offerings, with a focus on effective integration and cross-sell synergies. A new rental acquisition, Becnel Rental Tools, closed post-fiscal year-end - Completed three **acquisitions** in **fiscal year 2024**: TIC-MS, SteriQual, and Axiom Test Equipment, expanding addressable markets and offerings[5](index=5&type=chunk) - **Acquisition** strategy emphasizes effective integration processes to quickly make new **acquisitions** accretive and drive cross-sell synergies[5](index=5&type=chunk) - Post-**fiscal year-end**, acquired **Becnel Rental Tools**, expected to differentiate the higher-margin rental portfolio and provide cross-selling opportunities[5](index=5&type=chunk) Fourth Quarter and Fiscal Year 2024 Key Performance Indicators | Metric | Q4 FY24 | YoY Change | FY24 | YoY Change | | :-------------------------------- | :------ | :--------- | :----- | :--------- | | Service Organic Growth | 13% | - | - | - | | Service Gross Margin Expansion | 170 bps | - | - | - | | Distribution Gross Margin | 30.3% | +510 bps | - | - | | Consolidated Adjusted EBITDA Growth | 29.8% | - | 26.9% | - | | Operating Cash Flow | - | - | $32.6M | +92% | [Fourth Quarter Fiscal 2024 Financial Review](index=2&type=section&id=Fourth%20Quarter%20Fiscal%202024%20Financial%20Review) Transcat achieved a 14.3% increase in consolidated revenue to $70.9 million in Q4 FY24, with gross profit rising 25.5% and gross margin expanding 300 basis points, driven by strong segment performance [Consolidated Results](index=2&type=section&id=Consolidated%20Results%20Q4) Transcat achieved a 14.3% increase in consolidated revenue to $70.9 million in Q4 FY24, with gross profit rising 25.5% and gross margin expanding 300 basis points. Adjusted EBITDA grew by 29.8%, and diluted EPS increased significantly Q4 FY24 Consolidated Financial Highlights | Metric | FY24 Q4 ($ in thousands) | FY23 Q4 ($ in thousands) | Change ($) | Change (%) | | :---------------------- | :----------------------- | :----------------------- | :--------- | :--------- | | Service Revenue | 46,732 | 39,763 | 6,969 | 17.5% | | Distribution Sales | 24,181 | 22,304 | 1,877 | 8.4% | | **Total Revenue** | **70,913** | **62,067** | **8,846** | **14.3%** | | Gross Profit | 24,035 | 19,150 | 4,885 | 25.5% | | Gross Margin | 33.9% | 30.9% | - | +300 bps | | Operating Income | 9,204 | 5,855 | 3,349 | 57.2% | | Operating Margin | 13.0% | 9.4% | - | - | | Net Income | 6,890 | 3,658 | 3,232 | 88.4% | | Net Margin | 9.7% | 5.9% | - | - | | Adjusted EBITDA* | 11,682 | 8,998 | 2,684 | 29.8% | | Adjusted EBITDA* Margin | 16.5% | 14.5% | - | +200 bps | | Diluted EPS | $0.77 | $0.48 | $0.29 | 60.0% | | Adjusted Diluted EPS* | $0.66 | $0.60 | $0.06 | 9.8% | - **Consolidated revenue** of **$70.9 million** increased **14.3%**, benefiting from the **53rd week** in **fiscal 2024**[8](index=8&type=chunk) - **Operating expenses** increased **11.6%** to **$14.8 million**, driven by incremental expenses from acquired businesses, increased **intangibles amortization**, higher sales-based incentives, and a reversal of the non-cash charge related to the amended **NEXA Earn-Out agreement**[8](index=8&type=chunk) [Service Segment Performance](index=2&type=section&id=Service%20Segment%20Performance%20Q4) The Service segment, representing 65.9% of total revenue, delivered record Q4 results with revenue growing 17.5% to $46.7 million, including 13.0% organic growth. Gross margin expanded 170 basis points due to productivity improvements - **Service segment** accounted for **65.9%** of **total revenue** for the **fourth quarter** of **fiscal 2024**[9](index=9&type=chunk) Q4 FY24 Service Segment Financial Highlights | Metric | FY24 Q4 ($ in thousands) | FY23 Q4 ($ in thousands) | Change ($) | Change (%) | | :---------------------- | :----------------------- | :----------------------- | :--------- | :--------- | | Service Segment Revenue | 46,732 | 39,763 | 6,969 | 17.5% | | Gross Profit | 16,704 | 13,523 | 3,181 | 23.5% | | Gross Margin | 35.7% | 34.0% | - | +170 bps | | Operating Income | 8,144 | 4,547 | 3,597 | 79.1% | | Operating Margin | 17.4% | 11.4% | - | - | | Adjusted EBITDA* | 8,741 | 7,039 | 1,702 | 24.2% | | Adjusted EBITDA* Margin | 18.7% | 17.7% | - | - | - **Service segment revenue** was **$46.7 million**, an increase of **17.5%**, including **$1.2 million** of incremental **revenue** from **acquisitions**[11](index=11&type=chunk) - **Organic revenue growth** was **13.0%** driven by strong end market demand and continued market share gains[11](index=11&type=chunk) [Distribution Segment Performance](index=3&type=section&id=Distribution%20Segment%20Performance%20Q4) The Distribution segment, comprising 34.1% of total revenue, saw sales increase 8.4% to $24.2 million in Q4 FY24, primarily due to strength in the Rentals business. Gross margin significantly improved by 510 basis points to 30.3% - **Distribution segment** accounted for **34.1%** of **total revenue** for the **fourth quarter** of **fiscal 2024**[12](index=12&type=chunk) Q4 FY24 Distribution Segment Financial Highlights | Metric | FY24 Q4 ($ in thousands) | FY23 Q4 ($ in thousands) | Change ($) | Change (%) | | :------------------------- | :----------------------- | :----------------------- | :--------- | :--------- | | Distribution Segment Sales | 24,181 | 22,304 | 1,877 | 8.4% | | Gross Profit | 7,331 | 5,627 | 1,704 | 30.3% | | Gross Margin | 30.3% | 25.2% | - | +510 bps | | Operating Income | 1,060 | 1,308 | (248) | (19.0)% | | Operating Margin | 4.4% | 5.9% | - | - | | Adjusted EBITDA* | 2,941 | 1,959 | 982 | 50.1% | | Adjusted EBITDA* Margin | 12.2% | 8.8% | - | - | - **Distribution sales** were **$24.2 million**, an increase of **8.4%** on improved end market demand and strength in our **Rentals business**[14](index=14&type=chunk) - **Distribution segment gross margin** was **30.3%**, an increase of **510 basis points** due to a favorable sales mix driven by strength in the **Rentals business**[14](index=14&type=chunk) [Full-Year Fiscal 2024 Financial Review](index=3&type=section&id=Full-Year%20Fiscal%202024%20Financial%20Review) For the full fiscal year 2024, Transcat's total revenue grew 12.5% to $259.5 million, with gross profit increasing 22.6% and Adjusted EBITDA rising 26.9% [Consolidated Results](index=3&type=section&id=Consolidated%20Results%20FY24) For the full fiscal year 2024, Transcat's total revenue grew 12.5% to $259.5 million. Gross profit increased 22.6% with a 270 basis point margin expansion. Adjusted EBITDA rose 26.9%, and diluted EPS improved to $1.63 Full-Year FY24 Consolidated Financial Highlights | Metric | FY 2024 ($ in thousands) | FY 2023 ($ in thousands) | Change ($) | Change (%) | | :---------------------- | :----------------------- | :----------------------- | :--------- | :--------- | | Service Revenue | 169,525 | 144,883 | 24,642 | 17.0% | | Distribution Sales | 89,956 | 85,686 | 4,270 | 5.0% | | **Total Revenue** | **259,481** | **230,569** | **28,912** | **12.5%** | | Gross Profit | 83,806 | 68,355 | 15,451 | 22.6% | | Gross Margin | 32.3% | 29.6% | - | +270 bps | | Operating Income | 19,781 | 16,248 | 3,533 | 21.7% | | Operating Margin | 7.6% | 7.0% | - | - | | Net Income | 13,647 | 10,688 | 2,959 | 27.7% | | Net Margin | 5.3% | 4.6% | - | - | | Adjusted EBITDA* | 38,613 | 30,421 | 8,192 | 26.9% | | Adjusted EBITDA* Margin | 14.9% | 13.2% | - | - | | Diluted EPS | $1.63 | $1.40 | $0.23 | 16.7% | | Adjusted Diluted EPS* | $2.36 | $1.93 | $0.43 | 22.1% | - **Consolidated operating expenses** were **$64.0 million**, an increase of **$11.9 million**, or **22.9%**, driven by incremental expenses from acquired businesses, increased **intangibles amortization expense**, and investments in technology and our employee base to support future growth[16](index=16&type=chunk) [Financial Position & Cash Flow](index=4&type=section&id=Financial%20Position%20%26%20Cash%20Flow) As of March 30, 2024, Transcat held $35.2 million in cash and marketable securities, significantly reduced total debt by $44.9 million, and achieved a leverage ratio of 0.10 [Balance Sheet and Cash Flow Overview](index=4&type=section&id=Balance%20Sheet%20and%20Cash%20Flow%20Overview) As of March 30, 2024, Transcat held $35.2 million in cash and marketable securities and had $80.0 million available under its credit facility. Total debt decreased significantly by $44.9 million from fiscal 2023 year-end, primarily due to proceeds from a secondary stock offering, resulting in a leverage ratio of 0.10 Key Balance Sheet and Cash Flow Data (March 30, 2024) | Metric | Amount ($ in millions) | | :-------------------------------- | :--------------------- | | Cash and Marketable Securities | $35.2 | | Available Revolving Credit Facility | $80.0 | | Total Debt | $4.2 | | Debt Reduction (vs. FY23) | $44.9 (down) | | Leverage Ratio (March 30, 2024) | 0.10 | | Leverage Ratio (March 25, 2023) | 1.60 | - **Total debt** of **$4.2 million** was down **$44.9 million** from **fiscal 2023 year-end** due to cash proceeds from our **secondary stock offering**[18](index=18&type=chunk) [Outlook & Strategic Initiatives](index=4&type=section&id=Outlook%20%26%20Strategic%20Initiatives) Transcat anticipates continued strong organic Service revenue growth and gross margin expansion in fiscal 2025, driven by strategic acquisitions, leadership development, and integrated service offerings [Fiscal 2025 Outlook](index=4&type=section&id=Fiscal%202025%20Outlook) Transcat anticipates continued strong revenue growth and sustainable gross margin expansion in fiscal 2025, driven by recurring revenue in highly regulated markets and a growing Rentals business. The company expects high single-digit to low double-digit organic Service revenue growth (normalized for the extra week in FY24) and further gross margin expansion through automation and process improvement - Expects another year of **organic Service revenue growth** in the high single-digit to low double-digit range when normalized for the extra week in **fiscal 2024**[19](index=19&type=chunk) - Anticipates continued **gross margin expansion**, enabled by automation of **calibration processes** and overall process improvement[19](index=19&type=chunk) - Business will continue to benefit from recurring **revenue** streams in highly regulated end markets, including **life sciences**, along with a growing **Rentals business** that performs well throughout various economic cycles[19](index=19&type=chunk) [Strategic Initiatives & Leadership](index=4&type=section&id=Strategic%20Initiatives%20%26%20Leadership) Transcat is focusing on leadership development, promoting John Cummins to lead the new Transcat Single Source Solution (TS3) initiative, which integrates NEXA's services with calibration. The company also plans strategic, accretive acquisitions to expand its Service segment and drive synergistic growth - Promoting John Cummins to lead **Transcat Single Source Solution (TS3)**, a comprehensive value proposition integrating **NEXA's Cost, Control and Optimization services** with the **Transcat calibration business**[19](index=19&type=chunk) - The **NEXA earnout agreement** accrual has been reversed and converted to an incentive program associated with this new and expanded role[19](index=19&type=chunk) - The **Service segment** has substantial runway ahead for growth, both organically and through **acquisition**, with a robust **acquisition** pipeline for strategic, accretive **acquisitions**[19](index=19&type=chunk) - Investments in leadership development, automation, and process improvement have made **Transcat** a stronger company, well positioned to generate sustainable long-term **shareholder value**[19](index=19&type=chunk) [Income Tax Rate Expectation](index=4&type=section&id=Income%20Tax%20Rate%20Expectation) Transcat expects its income tax rate for fiscal 2025 to be between 24% and 26%, including Federal, state, Canadian, and Irish income taxes, and reflecting discrete tax accounting for share-based payment awards - **Transcat** expects its **income tax rate** to range between **24%** and **26%** in **fiscal 2025**[20](index=20&type=chunk) - This estimate includes Federal, various state, Canadian and Irish **income taxes** and reflects the discrete tax accounting associated with share-based payment awards[20](index=20&type=chunk) [Investor Information](index=5&type=section&id=Investor%20Information) Transcat will host a conference call and webcast on May 21, 2024, to discuss Q4 and full-year fiscal results, strategy, and outlook, with replays available [Webcast and Conference Call](index=5&type=section&id=Webcast%20and%20Conference%20Call) Transcat will host a conference call and webcast on May 21, 2024, at 11:00 a.m. ET to discuss Q4 and full-year fiscal results, strategy, and outlook. A telephonic replay and webcast replay will be available - Conference call and webcast scheduled for **Tuesday, May 21, 2024**, at **11:00 a.m. ET**[21](index=21&type=chunk) - Management will review the financial and operating results for the **fourth quarter** and full **fiscal year**, as well as the Company's strategy and outlook[21](index=21&type=chunk) - A telephonic replay will be available from **2:00 p.m. ET** on the day of the call through **Tuesday, August 8, 2024**, and a webcast replay will also be accessible[22](index=22&type=chunk) [Non-GAAP Financial Measures Explanation](index=5&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) This section defines and explains Adjusted EBITDA and Adjusted Diluted EPS, non-GAAP measures used to evaluate core operating performance by excluding specific non-recurring or non-cash items [Adjusted EBITDA](index=5&type=section&id=Adjusted%20EBITDA%20Explanation) Adjusted EBITDA is a non-GAAP measure used by management, investors, and others to evaluate core operating performance by excluding interest, income taxes, depreciation, amortization, non-cash stock compensation, acquisition-related transaction expenses, non-cash loss on sale of building, and restructuring expense. It is not a substitute for GAAP net income - **Adjusted EBITDA** is a non-GAAP measure defined as **earnings before interest**, **income taxes**, **depreciation and amortization**, non-cash stock compensation expense, **acquisition** related transaction expenses, non-cash loss on sale of building and restructuring expense[23](index=23&type=chunk) - It allows evaluation and comparison of core operations performance by removing the impact of capital structure, tangible and intangible asset base, taxes, stock-based compensation expense, and other items[23](index=23&type=chunk) - **Adjusted EBITDA** is not a measure of financial performance under GAAP and should not be considered as a substitute for GAAP **net income**[23](index=23&type=chunk) [Adjusted Diluted EPS](index=5&type=section&id=Adjusted%20Diluted%20EPS%20Explanation) Adjusted Diluted EPS is a non-GAAP measure that adjusts diluted EPS for acquisition-related amortization, transaction expenses, stock-based compensation, backlog amortization, and restructuring expense. It aims to provide a clearer comparison of core business operations across periods - **Adjusted Diluted Earnings Per Share** is a non-GAAP measure calculated by adjusting **net income** for **acquisition** related **amortization expense**, **acquisition** related transaction expenses, **acquisition** related stock-based compensation, **acquisition amortization of backlog** and restructuring expense; divided by the average diluted shares outstanding[24](index=24&type=chunk) - Management believes it is an important measure for comparing business operations between periods by excluding items not indicative of core operating performance[24](index=24&type=chunk) - **Adjusted Diluted Earnings Per Share** is not a measure of financial performance under GAAP and should not be considered as a substitute for GAAP **Diluted Earnings Per Share**[24](index=24&type=chunk) [About Transcat](index=5&type=section&id=ABOUT%20TRANSCAT) Transcat, Inc. is a leading provider of accredited calibration and related services to highly regulated industries, leveraging its strong brand and distribution platform for organic and acquisition-driven growth [Company Description](index=5&type=section&id=Company%20Description) Transcat, Inc. is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, CMMS, and pipette services. It serves highly regulated industries, particularly Life Sciences, aerospace and defense, and energy and utilities, through 29 service centers and 21 on-site labs - **Transcat, Inc.** is a leading provider of accredited **calibration**, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (CMMS), and pipette services[25](index=25&type=chunk) - The Company is focused on providing best-in-class services and products to highly regulated industries, particularly the **Life Science industry**, as well as **aerospace and defense**, and **energy and utilities**[25](index=25&type=chunk) - **Transcat** provides services through **29 Calibration Service Centers** across the United States, Puerto Rico, Canada, and Ireland, and **21 imbedded customer-site locations**[25](index=25&type=chunk) - **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[26](index=26&type=chunk) [Business Strategy](index=6&type=section&id=Business%20Strategy) Transcat's strategy is to leverage its strong brand, comprehensive instrument service capabilities, Cost, Control and Optimizations services, and leading distribution platform to drive organic sales growth. It also aims to expand its addressable calibration market through strategic acquisitions and capability investments - **Transcat's strategy** is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, **Cost, Control and Optimizations services**, and leading distribution platform to drive organic **sales growth**[27](index=27&type=chunk) - 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[27](index=27&type=chunk) [Safe Harbor Statement](index=6&type=section&id=Safe%20Harbor%20Statement) This statement clarifies that the news release contains forward-looking statements subject to risks and uncertainties, and the company disclaims any obligation to update them, except as required by law - This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of **1995**, identified by words such as 'expects,' 'anticipates,' 'will,' etc[28](index=28&type=chunk) - Forward-looking statements address operating performance, **revenue**, **profit margins**, growth strategy, potential **acquisitions**, and market conditions[28](index=28&type=chunk) - These statements are subject to risks, uncertainties, and assumptions, and actual results may vary materially from those anticipated[28](index=28&type=chunk) - The Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements, except as required by law[28](index=28&type=chunk) [Financial Statements](index=7&type=section&id=FINANCIAL%20TABLES) This section presents Transcat's consolidated statements of income, balance sheets, cash flows, and reconciliations for non-GAAP measures, detailing financial performance and position for fiscal years 2024 and 2023 [Consolidated Statements of Income](index=7&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20INCOME) The consolidated statements of income show Transcat's revenue, cost of revenue, gross profit, operating expenses, operating income, interest and other expenses, income before taxes, provision for income taxes, and net income for the fourth quarter and full fiscal year 2024 and 2023 Consolidated Statements of Income (Q4 and FY Ended March 30, 2024 vs. March 25, 2023) | Metric (In Thousands, Except Per Share) | FY24 Q4 | FY23 Q4 | FY24 YTD | FY23 YTD | | :-------------------------------- | :------ | :------ | :------- | :------- | | Service Revenue | $46,732 | $39,763 | $169,525 | $144,883 | | Distribution Sales | $24,181 | $22,304 | $89,956 | $85,686 | | **Total Revenue** | **$70,913** | **$62,067** | **$259,481** | **$230,569** | | Cost of Service Revenue | $30,028 | $26,240 | $112,272 | $98,245 | | Cost of Distribution Sales | $16,850 | $16,677 | $63,403 | $63,969 | | **Total Cost of Revenue** | **$46,878** | **$42,917** | **$175,675** | **$162,214** | | **Gross Profit** | **$24,035** | **$19,150** | **$83,806** | **$68,355** | | Selling, Marketing and Warehouse Expenses | $7,866 | $6,446 | $28,710 | $24,761 | | General and Administrative Expenses | $6,965 | $6,849 | $35,315 | $27,346 | | **Total Operating Expenses** | **$14,831** | **$13,295** | **$64,025** | **$52,107** | | **Operating Income** | **$9,204** | **$5,855** | **$19,781** | **$16,248** | | Interest and Other Expense, net | $(400) | $1,029 | $1,342 | $2,761 | | Income Before Income Taxes | $9,604 | $4,826 | $18,439 | $13,487 | | Provision for Income Taxes | $2,714 | $1,168 | $4,792 | $2,799 | | **Net Income** | **$6,890** | **$3,658** | **$13,647** | **$10,688** | | Basic Earnings Per Share | $0.78 | $0.48 | $1.66 | $1.42 | | Diluted Earnings Per Share | $0.77 | $0.48 | $1.63 | $1.40 | [Consolidated Balance Sheets](index=8&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheets present Transcat's assets, liabilities, and shareholders' equity as of March 30, 2024, and March 25, 2023, showing significant increases in cash, marketable securities, and total assets, alongside a decrease in long-term debt Consolidated Balance Sheets (As of March 30, 2024 vs. March 25, 2023) | Metric (In Thousands) | March 30, 2024 | March 25, 2023 | | :-------------------------------- | :------------- | :------------- | | **ASSETS** | | | | Cash and Cash Equivalents | $19,646 | $1,531 | | Marketable Securities | $15,533 | - | | Accounts Receivable, net | $47,779 | $44,698 | | Inventory, net | $17,418 | $16,929 | | **Total Current Assets** | **$105,158** | **$67,599** | | Property and Equipment, net | $38,944 | $29,064 | | Goodwill | $105,585 | $69,360 | | Intangible Assets, net | $19,987 | $13,799 | | **Total Assets** | **$287,552** | **$195,749** | | **LIABILITIES AND SHAREHOLDERS' EQUITY** | | | | Accounts Payable | $11,495 | $15,869 | | Accrued Compensation and Other Current Liabilities | $16,739 | $10,201 | | Current Portion of Long-Term Debt | $2,339 | $2,248 | | **Total Current Liabilities** | **$33,499** | **$28,318** | | Long-Term Debt | $1,817 | $46,869 | | Deferred Tax Liabilities, net | $9,291 | $6,538 | | **Total Liabilities** | **$62,383** | **$96,119** | | **Total Shareholders' Equity** | **$225,169** | **$99,630** | | **Total Liabilities and Shareholders' Equity** | **$287,552** | **$195,749** | [Consolidated Statements of Cash Flows](index=9&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) The consolidated statements of cash flows detail Transcat's cash movements from operating, investing, and financing activities for fiscal years 2024 and 2023. Net cash provided by operating activities significantly increased, while investing activities saw substantial outflows due to acquisitions and marketable securities purchases. Financing activities provided net cash, largely from common stock issuance Consolidated Statements of Cash Flows (FY Ended March 30, 2024 vs. March 25, 2023) | Metric (In Thousands) | FY 2024 | FY 2023 | | :-------------------------------- | :------ | :------ | | **Cash Flows from Operating Activities:** | | | | Net Income | $13,647 | $10,688 | | Depreciation and Amortization | $13,544 | $10,955 | | Stock-Based Compensation Expense | $4,512 | $3,377 | | **Net Cash Provided by Operating Activities** | **$32,616** | **$16,951** | | **Cash Flows from Investing Activities:** | | | | Purchases of Property and Equipment | $(13,280) | $(9,414) | | Business Acquisitions, net of cash acquired | $(12,859) | $(9,109) | | Purchases of Marketable Securities | $(15,533) | - | | **Net Cash Used in Investing Activities** | **$(41,672)** | **$(18,513)** | | **Cash Flows from Financing Activities:** | | | | Proceeds from Revolving Credit Facility, net | $(42,713) | $2,786 | | Issuance of Common Stock, net of direct costs | $77,266 | $658 | | Repurchase of Common Stock | $(4,906) | $(447) | | **Net Cash Provided by Financing Activities** | **$27,399** | **$876** | | **Net Increase in Cash and Cash Equivalents** | **$18,115** | **$135** | | Cash and Cash Equivalents at End of Period | $19,646 | $1,531 | [Adjusted EBITDA Reconciliation](index=10&type=section&id=Adjusted%20EBITDA%20Reconciliation%20Table) This section provides detailed reconciliations of Net Income to Adjusted EBITDA for both consolidated and segment-level results across all quarters of fiscal years 2024 and 2023, highlighting adjustments for interest, taxes, depreciation, amortization, transaction expenses, acquisition earn-out adjustments, and non-cash stock compensation Consolidated Adjusted EBITDA Reconciliation (FY24 Q1-Q4 & YTD) | Metric (In Thousands) | Q1 FY24 | Q2 FY24 | Q3 FY24 | Q4 FY24 | YTD FY24 | | :-------------------------------- | :------ | :------ | :------ | :------ | :------- | | Net Income | $2,949 | $460 | $3,348 | $6,890 | $13,647 | | + Interest Expense | $814 | $890 | $(266) | $(411) | $1,027 | | + 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 Expense | $185 | $328 | $78 | $37 | $628 | | + Acquisition Earn-Out Adjustment | - | $2,800 | $87 | $(2,357) | $530 | | + Noncash Stock Compensation | $930 | $1,241 | $1,167 | $1,174 | $4,512 | | **Adjusted EBITDA** | **$8,481** | **$9,330** | **$9,120** | **$11,682** | **$38,613** | Service Segment Adjusted EBITDA Reconciliation (FY24 Q1-Q4 & YTD) | Metric (In Thousands) | Q1 FY24 | Q2 FY24 | Q3 FY24 | Q4 FY24 | YTD FY24 | | :-------------------------------- | :------ | :------ | :------ | :------ | :------- | | Service Operating Income | $3,192 | $742 | $2,966 | $8,144 | $15,044 | | + Depreciation & Amortization | $2,226 | $2,325 | $2,362 | $2,280 | $9,193 | | + Transaction Expense | $185 | $76 | $30 | $(44) | $247 | | + Acquisition Earn-Out Adjustment | - | $2,800 | $87 | $(2,357) | $530 | | + Noncash Stock Compensation | $676 | $826 | $737 | $736 | $2,975 | | **Service Adjusted EBITDA** | **$6,232** | **$6,798** | **$5,979** | **$8,741** | **$27,750** | Distribution Segment Adjusted EBITDA Reconciliation (FY24 Q1-Q4 & YTD) | Metric (In Thousands) | Q1 FY24 | Q2 FY24 | Q3 FY24 | Q4 FY24 | YTD FY24 | | :-------------------------------- | :------ | :------ | :------ | :------ | :------- | | Distribution Operating Income | $1,448 | $901 | $1,328 | $1,060 | $4,737 | | + Depreciation & Amortization | $564 | $944 | $1,421 | $1,355 | $4,284 | | + Transaction Expense | - | $252 | $48 | $81 | $381 | | + Noncash Stock Compensation | $254 | $415 | $430 | $438 | $1,537 | | **Distribution Adjusted EBITDA** | **$2,249** | **$2,532** | **$3,141** | **$2,941** | **$10,863** | [Adjusted Diluted EPS Reconciliation](index=12&type=section&id=Adjusted%20Diluted%20EPS%20Reconciliation%20Table) This section provides detailed reconciliations of Net Income to Adjusted Diluted EPS for all quarters of fiscal years 2024 and 2023, adjusting for amortization of intangible assets, acquisition amortization of backlog, acquisition deal costs, acquisition stock expense, income tax effects, and acquisition earn-out adjustments Adjusted Diluted EPS Reconciliation (FY24 Q1-Q4 & YTD) | Metric (In Thousands, Except Per Share) | Q1 FY24 | Q2 FY24 | Q3 FY24 | Q4 FY24 | YTD FY24 | | :-------------------------------------- | :------ | :------ | :------ | :------ | :------- | | 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** | [Business Segment Data](index=13&type=section&id=Additional%20Information%20-%20Business%20Segment%20Data) This section provides detailed financial data for Transcat's Service and Distribution segments, as well as consolidated totals, for the fourth quarter and full fiscal year 2024 and 2023, including revenue, cost of revenue, gross profit, operating expenses, and operating income Q4 FY24 Business Segment Data (Service, Distribution, Total) | Metric (In Thousands) | SERVICE Q4 FY24 | SERVICE Q4 FY23 | DISTRIBUTION Q4 FY24 | DISTRIBUTION Q4 FY23 | TOTAL Q4 FY24 | TOTAL Q4 FY23 | | :-------------------------------- | :------------- | :------------- | :------------------- | :------------------- | :------------ | :------------ | | Revenue/Sales | $46,732 | $39,763 | $24,181 | $22,304 | $70,913 | $62,067 | | Cost of Revenue/Sales | $30,028 | $26,240 | $16,850 | $16,677 | $46,878 | $42,917 | | Gross Profit | $16,704 | $13,523 | $7,331 | $5,627 | $24,035 | $19,150 | | Gross Margin | 35.7% | 34.0% | 30.3% | 25.2% | 33.9% | 30.9% | | Selling, Marketing & Warehouse Expenses | $4,490 | $4,121 | $3,376 | $2,325 | $7,866 | $6,446 | | General and Administrative Expenses | $4,070 | $4,855 | $2,895 | $1,994 | $6,965 | $6,849 | | Operating Income | $8,144 | $4,547 | $1,060 | $1,308 | $9,204 | $5,855 | | % of Revenue/Sales | 17.4% | 11.4% | 4.4% | 5.9% | 13.0% | 9.4% | Full-Year FY24 Business Segment Data (Service, Distribution, Total) | Metric (In Thousands) | SERVICE FY24 YTD | SERVICE FY23 YTD | DISTRIBUTION FY24 YTD | DISTRIBUTION FY23 YTD | TOTAL FY24 YTD | TOTAL FY23 YTD | | :-------------------------------- | :--------------- | :--------------- | :-------------------- | :-------------------- | :------------- | :------------- | | Revenue/Sales | $169,525 | $144,883 | $89,956 | $85,686 | $259,481 | $230,569 | | Cost of Revenue/Sales | $112,272 | $98,245 | $63,403 | $63,969 | $175,675 | $162,214 | | Gross Profit | $57,253 | $46,638 | $26,553 | $21,717 | $83,806 | $68,355 | | Gross Margin | 33.8% | 32.2% | 29.5% | 25.3% | 32.3% | 29.6% | | Selling, Marketing & Warehouse Expenses | $16,942 | $15,725 | $11,769 | $9,036 | $28,711 | $24,761 | | General and Administrative Expenses | $25,268 | $19,491 | $10,046 | $7,855 | $35,314 | $27,346 | | Operating Income | $15,043 | $11,422 | $4,738 | $4,826 | $19,781 | $16,248 | | % of Revenue/Sales | 8.9% | 7.9% | 5.3% | 5.6% | 7.6% | 7.0% |

Transcat, Inc. (TRNS) reported $70.91 million in revenue for the quarter ended March 2024, representing a year-over-year increase of 14.3%. EPS of $0.77 for the same period compares to $0.48 a year ago. The reported revenue represents a surprise of +3.14% over the Zacks Consensus Estimate of $68.76 million. With the consensus EPS estimate being $0.52, the EPS surprise was +48.08%. While investors scrutinize revenue and earnings changes year-over-year and how they compare with Wall Street expectations to det ...

Company Performance - Transcat, Inc. reported quarterly earnings of $0.77 per share, exceeding the Zacks Consensus Estimate of $0.52 per share, and up from $0.48 per share a year ago, representing an earnings surprise of 48.08% [1] - The company posted revenues of $70.91 million for the quarter ended March 2024, surpassing the Zacks Consensus Estimate by 3.14%, compared to year-ago revenues of $62.07 million [2] - Over the last four quarters, Transcat has consistently surpassed consensus EPS and revenue estimates [2] Stock Performance - Transcat shares have increased approximately 12.6% since the beginning of the year, outperforming the S&P 500's gain of 11.2% [3] - The current consensus EPS estimate for the upcoming quarter is $0.28 on revenues of $68.47 million, and for the current fiscal year, it is $1.98 on revenues of $285.71 million [7] Industry Outlook - The Instruments - Control industry, to which Transcat belongs, is currently ranked in the top 10% of over 250 Zacks industries, indicating a favorable outlook [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact stock performance [5]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark one) ☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: December 23, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number: 000-03905 TRANSCAT, INC. (Exact name of registrant as specified in its charter) Ohio 16-0874418 (State or oth ...

Transcat, Inc. (NASDAQ:TRNS) Q3 2024 Earnings Conference Call January 30, 2024 11:00 AM ET Company Participants Thomas Barbato - CFO Lee Rudow - President & CEO Mark Doheny - COO Conference Call Participants Greg Palm - Craig-Hallum Capital Group Scott Buck - H.C. Wainwright Martin Yang - Oppenheimer Operator Greetings, and welcome to Transcat, Inc., Third Quarter Fiscal Year 2024 Financial Results. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the forma ...

Fiscal 2024 • Acquisitions that strengthen our fundamental value proposition will continue to be an important component of our go-forward strategy * Outlook provided as of October 30, 2023 10 Conference Call and Webcast Playback • Replay Number: 412-317-6671 passcode: 13743750 Telephone replay available through Tuesday, February 6, 2024 • Webcast / Presentation / Replay available at https://www.transcat.com/investor-relations 11 Supplemental Information 12 Adjusted EBITDA Reconciliation | --- | --- | --- | ...

PART I. FINANCIAL INFORMATION [ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents Transcat, Inc.'s unaudited consolidated financial statements, including statements of income, comprehensive income, balance sheets, cash flows, and changes in shareholders' equity, along with detailed notes explaining accounting policies, debt, stock-based compensation, segment performance, business acquisitions, and a subsequent event [Consolidated Statements of Income](index=3&type=section&id=Consolidated%20Statements%20of%20Income) This section presents the company's unaudited consolidated statements of income, detailing revenue, gross profit, operating income, and net income performance Second Quarter Ended September 23, 2023 vs. September 24, 2022 (in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :----------------------- | :----------- | :----------- | :--------- | :--------- | | Total Revenue | $62,804 | $56,439 | $6,365 | 11.3% | | Gross Profit | $20,125 | $16,767 | $3,358 | 20.0% | | Operating Income | $1,643 | $3,626 | $(1,983) | -54.7% | | Net Income | $460 | $2,357 | $(1,897) | -80.5% | | Basic Earnings Per Share | $0.06 | $0.31 | $(0.25) | -80.6% | | Diluted Earnings Per Share | $0.06 | $0.31 | $(0.25) | -80.6% | Six Months Ended September 23, 2023 vs. September 24, 2022 (in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :----------------------- | :----------- | :----------- | :--------- | :--------- | | Total Revenue | $123,402 | $111,100 | $12,302 | 11.1% | | Gross Profit | $38,835 | $32,805 | $6,030 | 18.4% | | Operating Income | $6,283 | $7,230 | $(947) | -13.1% | | Net Income | $3,409 | $5,429 | $(2,020) | -37.2% | | Basic Earnings Per Share | $0.44 | $0.72 | $(0.28) | -38.9% | | Diluted Earnings Per Share | $0.43 | $0.71 | $(0.28) | -39.4% | [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) This section presents the company's unaudited consolidated statements of comprehensive income, including net income and other comprehensive income components Second Quarter Ended September 23, 2023 vs. September 24, 2022 (in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :------------------------------ | :----------- | :----------- | :--------- | :--------- | | Net Income | $460 | $2,357 | $(1,897) | -80.5% | | Currency Translation Adjustment | $(352) | $(831) | $479 | -57.6% | | Total Other Comprehensive Income (Loss) | $(346) | $(838) | $492 | -58.7% | | Comprehensive Income | $114 | $1,519 | $(1,405) | -92.5% | Six Months Ended September 23, 2023 vs. September 24, 2022 (in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :------------------------------ | :----------- | :----------- | :--------- | :--------- | | Net Income | $3,409 | $5,429 | $(2,020) | -37.2% | | Currency Translation Adjustment | $124 | $(1,271) | $1,395 | -109.8% | | Total Other Comprehensive Income (Loss) | $136 | $(1,291) | $1,427 | -110.5% | | Comprehensive Income | $3,545 | $4,138 | $(593) | -14.3% | [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section presents the company's unaudited consolidated balance sheets, outlining assets, liabilities, and shareholders' equity As of September 23, 2023 vs. March 25, 2023 (in thousands) | Metric | Sep 23, 2023 | Mar 25, 2023 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Total Current Assets | $65,173 | $67,599 | $(2,426) | -3.6% | | Property and Equipment, net | $35,648 | $29,064 | $6,584 | 22.6% | | Goodwill | $106,366 | $69,360 | $37,006 | 53.3% | | Intangible Assets, net | $23,156 | $13,799 | $9,357 | 67.8% | | Total Assets | $248,210 | $195,749 | $52,461 | 26.8% | | Total Current Liabilities | $28,111 | $28,318 | $(207) | -0.7% | | Long-Term Debt | $51,000 | $46,869 | $4,131 | 8.8% | | Total Liabilities | $109,958 | $96,119 | $13,839 | 14.4% | | Total Shareholders' Equity | $138,252 | $99,630 | $38,622 | 38.8% | [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's unaudited consolidated statements of cash flows, detailing cash movements from operating, investing, and financing activities Six Months Ended September 23, 2023 vs. September 24, 2022 (in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- |\ | Net Cash Provided by Operating Activities | $15,972 | $5,235 | $10,737 | 205.1% | | Net Cash Used in Investing Activities | $(18,326) | $(8,802) | $(9,524) | 108.2% | | Net Cash Provided by Financing Activities | $2,313 | $2,288 | $25 | 1.1% | | Net Decrease in Cash | $(285) | $(487) | $202 | -41.5% | | Cash at End of Period | $1,246 | $909 | $337 | 37.1% | Supplemental Disclosure of Cash Flow Activity (Six Months Ended, in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | | :----------------------- | :----------- | :----------- | | Interest Paid | $1,680 | $829 | | Income Taxes, net Paid | $1,099 | $484 | Supplemental Disclosure of Non-Cash Investing and Financing Activities (Six Months Ended, in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | | :---------------------------------------------------------------- | :----------- | :----------- | | Common stock issued for acquisitions | $34,769 | $145 | | Accrued holdback and contingent consideration related to acquisitions | $4,859 | $518 | [Consolidated Statements of Changes in Shareholders' Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Equity) This section presents the company's unaudited consolidated statements of changes in shareholders' equity, showing movements in common stock, retained earnings, and comprehensive loss Shareholders' Equity as of September 23, 2023 (in thousands) | Component | Amount | | :-------------------------- | :------- | | Common Stock | $3,989 | | Capital in Excess of Par Value | $64,310 | | Accumulated Other Comprehensive Loss | $(1,064) | | Retained Earnings | $71,017 | | **Total Shareholders' Equity** | **$138,252** | - From March 25, 2023, to September 23, 2023, **total shareholders' equity increased by $38,622 thousand**, driven by **issuance of common stock ($28,123 thousand)**, **stock-based compensation ($1,241 thousand)**, and **net income ($460 thousand)**, partially offset by **repurchase of common stock ($(1,946) thousand)**[19](index=19&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes explaining the company's accounting policies, debt, stock-based compensation, segment performance, business acquisitions, and subsequent events [NOTE 1 – GENERAL](index=8&type=section&id=NOTE%201%20%E2%80%93%20GENERAL) This note describes Transcat's business, financial statement presentation, accounting estimates, revenue recognition, fair value, stock-based compensation, foreign currency, EPS, goodwill, intangibles, other liabilities, and recent accounting pronouncements - **Transcat, Inc.** is a leading provider of **accredited calibration services**, **enterprise asset management services**, and a **value-added distributor** of professional-grade test, measurement, and control instrumentation, primarily serving highly regulated industries like life science, industrial manufacturing, energy, and aerospace[21](index=21&type=chunk) - **Non-cash stock-based compensation cost** was **$2.2 million** for the first six months of fiscal year 2024, **up from $1.9 million** in the prior year period[28](index=28&type=chunk) Goodwill and Intangible Assets (Net Book Value as of September 23, 2023, in thousands) | Asset Type | Distribution | Service | Total | | :-------------------- | :----------- | :------ | :------ | | Goodwill | $38,553 | $67,813 | $106,366 | | Intangible Assets | $8,007 | $15,149 | $23,156 | Other Liabilities (September 23, 2023 vs. March 25, 2023, in thousands) | Category | Sep 23, 2023 | Mar 25, 2023 | | :------------------------------------ | :----------- | :----------- | | Accrued Compensation and Other Current Liabilities | $13,295 | $10,201 | | Other Non-Current Liabilities | $5,477 | $1,434 | - The company adopted **ASU 2016-13 (Credit Losses)** effective March 26, 2023, with **no material impact on its consolidated financial statements**[34](index=34&type=chunk) [NOTE 2 – LONG-TERM DEBT](index=12&type=section&id=NOTE%202%20%E2%80%93%20LONG-TERM%20DEBT) This note details the company's credit facility, including revolving credit and term loan, outlining borrowing, acquisition financing, interest rates, and covenant compliance - The company has an **$80.0 million revolving credit commitment** through June 2026, with **$32.0 million available for borrowing** and **$48.0 million outstanding** as of September 23, 2023[37](index=37&type=chunk)[40](index=40&type=chunk)[143](index=143&type=chunk) - The **2018 Term Loan** has **$5.3 million outstanding** as of September 23, 2023, with **$2.3 million included in current liabilities**, requiring **$0.2 million monthly repayments** through December 2025[41](index=41&type=chunk)[144](index=144&type=chunk) - **Interest rates** for the **revolving credit facility** ranged from **6.4% to 7.1%** for the first six months of fiscal year 2024. The **2018 Term Loan** accrues at a **fixed rate of 3.90%**. LIBOR was replaced with Daily Simple SOFR effective July 1, 2023[42](index=42&type=chunk)[141](index=141&type=chunk)[156](index=156&type=chunk) - The company was in **compliance with all loan covenants**, including a **fixed charge ratio covenant (>1.15:1.00)** and a **leverage ratio covenant (<3.00:1.00)**. The **leverage ratio was 1.37** at September 23, 2023, **down from 1.60** at March 25, 2023[43](index=43&type=chunk)[142](index=142&type=chunk) [NOTE 3 – STOCK-BASED COMPENSATION](index=13&type=section&id=NOTE%203%20%E2%80%93%20STOCK-BASED%20COMPENSATION) This note outlines the 2021 Stock Incentive Plan, details accounting for restricted stock units and stock options, and summarizes non-vested awards, option activity, expenses, and unrecognized compensation costs - As of September 23, 2023, **0.6 million shares of common stock** were available for future grant under the **2021 Stock Incentive Plan**[45](index=45&type=chunk) - **Total expense for restricted stock units** was **$1.5 million** for the first six months of fiscal year 2024, and **unearned compensation** totaled **$5.2 million** as of September 23, 2023[50](index=50&type=chunk) - The **expense related to all stock option awards** was **$0.6 million** in the first six months of fiscal year 2024[54](index=54&type=chunk) - **Total unrecognized compensation cost** related to non-vested stock options as of September 23, 2023, was **$2.3 million**, expected to be recognized over three years[56](index=56&type=chunk) [NOTE 4 – SEGMENT INFORMATION](index=16&type=section&id=NOTE%204%20%E2%80%93%20SEGMENT%20INFORMATION) This note provides disaggregated financial data for Transcat's Service and Distribution segments, as well as geographic revenue information for the reporting periods Segment Revenue (Second Quarter Ended, in thousands) | Segment | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :---------- | :----------- | :----------- | :--------- | :--------- | | Service | $41,431 | $35,267 | $6,164 | 17.5% | | Distribution | $21,373 | $21,172 | $201 | 0.9% | | **Total** | **$62,804** | **$56,439** | **$6,365** | **11.3%** | Segment Operating Income (Second Quarter Ended, in thousands) | Segment | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :---------- | :----------- | :----------- | :--------- | :--------- | | Service | $742 | $2,507 | $(1,765) | -70.4% | | Distribution | $901 | $1,119 | $(218) | -19.5% | | **Total** | **$1,643** | **$3,626** | **$(1,983)** | **-54.7%** | Geographic Revenue (Second Quarter Ended, in thousands) | Region | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :------------------ | :----------- | :----------- | :--------- | :--------- | | United States | $57,119 | $51,036 | $6,083 | 11.9% | | Canada | $3,896 | $3,868 | $28 | 0.7% | | Other International | $1,789 | $1,535 | $254 | 16.5% | | **Total** | **$62,804** | **$56,439** | **$6,365** | **11.3%** | [NOTE 5 – BUSINESS ACQUISITIONS](index=17&type=section&id=NOTE%205%20%E2%80%93%20BUSINESS%20ACQUISITIONS) This note details several business acquisitions, outlining purchase prices, goodwill and intangible asset allocation, financial contributions, and an amendment to an earn-out agreement - **Axiom Test Equipment, Inc.** was acquired on August 8, 2023, for approximately **$38.6 million ($10.0 million cash, $28.6 million common stock)**, contributing **$1.4 million in revenue** and **$0.1 million in operating income** to the Distribution segment from acquisition date to September 23, 2023[60](index=60&type=chunk)[62](index=62&type=chunk)[63](index=63&type=chunk) - **SteriQual, Inc.** was acquired on July 12, 2023, for approximately **$4.3 million (common stock)**, contributing **$0.7 million in revenue** and an **operating loss of less than $0.1 million** to the Service segment from acquisition date to September 23, 2023[64](index=64&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - **TIC-MS, Inc.** was acquired on March 27, 2023, for approximately **$9.8 million ($2.9 million cash, $6.9 million common stock)**, contributing **$1.7 million in revenue** and **$0.7 million in operating income** to the Service segment from acquisition date to September 23, 2023[68](index=68&type=chunk)[70](index=70&type=chunk)[71](index=71&type=chunk) - An amendment to the **NEXA earn-out agreement** on September 11, 2023, revised potential earn-out payments up to **$7.1 million** for 2023-2025 based on consolidated EBITDA targets. The **estimated fair value of these obligations** was **$2.8 million** as of September 23, 2023, resulting in a **non-cash expense**[88](index=88&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) Unaudited Pro Forma Financial Information (Six Months Ended, in thousands except per share information) | Metric | Sep 23, 2023 | Sep 24, 2022 | | :----------------------- | :----------- | :----------- | | Total Revenue | $131,550 | $123,410 | | Net Income | $3,085 | $3,975 | | Basic Earnings Per Share | $0.40 | $0.53 | | Diluted Earnings Per Share | $0.39 | $0.52 | [NOTE 6 – SUBSEQUENT EVENT](index=22&type=section&id=NOTE%206%20%E2%80%93%20SUBSEQUENT%20EVENT) This note reports on a public offering of common stock that closed shortly after the reporting period, generating significant net proceeds used to repay the revolving credit facility - On September 25, 2023, the company closed an underwritten public offering, selling **847,371 shares** at **$95.00 per share**, generating **$80.5 million gross proceeds** and **$75.5 million net proceeds**[95](index=95&type=chunk) - A portion of the **net proceeds** from the public offering was used to **repay the revolving credit facility in full**[95](index=95&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=23&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on Transcat's financial performance, condition, and future outlook, including a detailed analysis of revenue, gross profit, operating expenses, and net income for the second quarter and six months of fiscal year 2024, alongside discussions on liquidity, capital resources, and market risks [Forward-Looking Statements](index=23&type=section&id=Forward-Looking%20Statements) This section outlines the forward-looking nature of the report and identifies key risk factors that could impact future results - The report contains **forward-looking statements** identified by words such as "anticipates," "believes," "estimates," "expects," "potential," "outlook," "seek," "strategy," "target," "could," "may," "will," "would," and other similar words[96](index=96&type=chunk) - Important **risk factors** include general economic conditions, inflationary impacts, competition, customer concentration in regulated industries, goodwill impairment, acquisition integration, cybersecurity risks, and foreign currency fluctuations[96](index=96&type=chunk) [Critical Accounting Policies and Estimates](index=23&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section confirms the consistency of critical accounting policies and estimates with previous annual reports - There have been **no material changes to the critical accounting policies and estimates** from the information provided in the Annual Report on Form 10-K for the fiscal year ended March 25, 2023[97](index=97&type=chunk) [RESULTS OF OPERATIONS](index=23&type=section&id=RESULTS%20OF%20OPERATIONS) This section provides management's detailed analysis of the company's financial performance for the reporting periods [Executive Summary](index=23&type=section&id=Executive%20Summary) This executive summary provides a high-level overview of Transcat's financial performance, highlighting revenue growth, gross profit, operating expenses, and net income - **Consolidated revenue** for Q2 FY24 was **$62.8 million**, an **11.3% increase** year-over-year, primarily due to recent acquisitions, strong demand in the Service segment's highly-regulated end markets, and increased rental sales[98](index=98&type=chunk) - **Gross profit** for Q2 FY24 was **$20.1 million**, a **20.0% increase** year-over-year, with **consolidated gross margin rising 230 basis points to 32.0%** due to operating leverage on fixed costs, increased technician productivity, and accretive gross margins from the rental business[99](index=99&type=chunk) - **Total operating expenses** in Q2 FY24 **increased by 40.6% to $18.5 million**, primarily due to a **non-cash charge** related to the amended NEXA earn-out agreement, incremental operating expenses from acquisitions, investments in technology, and higher incentive-based employee costs[100](index=100&type=chunk) - **Net income** for Q2 FY24 was **$0.5 million**, a **decrease from $2.4 million** in Q2 FY23, mainly due to lower operating income (driven by the NEXA earn-out charge) and higher interest expense, partially offset by lower provision for income taxes[101](index=101&type=chunk) [Second Quarter Ended September 23, 2023 Compared to Second Quarter Ended September 24, 2022](index=24&type=section&id=Second%20Quarter%20Ended%20September%2023%2C%202023%20Compared%20to%20Second%20Quarter%20Ended%20September%2024%2C%202022) This section provides a detailed comparison of Transcat's financial performance for the second quarter of fiscal year 2024 versus the prior year, highlighting revenue, gross margins, and operating expenses Revenue (in thousands) | Segment | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :---------- | :----------- | :----------- | :--------- | :--------- | | Service | $41,431 | $35,267 | $6,164 | 17.5% | | Distribution | $21,373 | $21,172 | $201 | 0.9% | | **Total** | **$62,804** | **$56,439** | **$6,365** | **11.3%** | - **Service revenue growth** included **$2.6 million** from acquisitions and **10.0% organic growth**, driven by strong end-market demand and market share gains[104](index=104&type=chunk) - **Distribution sales increased by $1.3 million** from an acquisition, partially offset by slower demand for non-rental products[108](index=108&type=chunk) Gross Profit (in thousands) | Segment | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :---------- | :----------- | :----------- | :--------- | :--------- | | Service | $14,084 | $11,487 | $2,597 | 22.6% | | Distribution | $6,041 | $5,280 | $761 | 14.4% | | **Total** | **$20,125** | **$16,767** | **$3,358** | **20.0%** | - **Total gross margin increased 230 basis points to 32.0%**. **Service gross margin increased 140 basis points to 34.0%** due to increased revenue leverage and technician productivity. **Distribution gross margin increased 340 basis points to 28.3%** due to a favorable mix of higher margin products and increased rental revenue contribution[113](index=113&type=chunk)[114](index=114&type=chunk)[116](index=116&type=chunk) Operating Expenses (in thousands) | Expense Type | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Selling, Marketing and Warehouse | $6,856 | $5,900 | $956 | 16.2% | | General and Administrative | $11,626 | $7,241 | $4,385 | 60.6% | | **Total** | **$18,482** | **$13,141** | **$5,341** | **40.6%** | - The **increase in General and Administrative expenses** includes a **non-cash charge** related to the NEXA earn-out, incremental expenses from acquired companies, increased payroll costs, and continued investments in technology[117](index=117&type=chunk) - **Operating expenses as a percentage of total revenue increased 610 basis points to 29.4%**[118](index=118&type=chunk) - The **effective tax rate** for Q2 FY24 was **42.6%**, **up from 23.7%** in Q2 FY23, with the decrease in tax provision due to lower operating income and higher interest expense[119](index=119&type=chunk) - **Net income decreased by 80.5% to $460 thousand**, primarily due to lower operating income and higher interest expense[120](index=120&type=chunk) - **Adjusted EBITDA (non-GAAP) increased 23.9% to $9.3 million**, with **Adjusted EBITDA margin increasing to 14.9%**[121](index=121&type=chunk) [Six Months Ended September 23, 2023 Compared to Six Months Ended September 24, 2022](index=28&type=section&id=Six%20Months%20Ended%20September%2023%2C%202023%20Compared%20to%20Six%20Months%20Ended%20September%2024%2C%202022) This section provides a detailed comparison of Transcat's financial results for the first six months of fiscal year 2024 versus the prior year, showing revenue growth, gross margins, and operating expenses Revenue (in thousands) | Segment | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :---------- | :----------- | :----------- | :--------- | :--------- | | Service | $81,284 | $69,143 | $12,141 | 17.6% | | Distribution | $42,118 | $41,957 | $161 | 0.4% | | **Total** | **$123,402** | **$111,100** | **$12,302** | **11.1%** | - **Service revenue growth** included **$4.8 million** of incremental revenue from acquisitions and **10.6% organic growth**[122](index=122&type=chunk) - **Distribution revenue increase** was primarily due to **$1.3 million** of incremental revenue from an acquisition, offset by slower demand for non-rental products[123](index=123&type=chunk) Gross Profit (in thousands) | Segment | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :---------- | :----------- | :----------- | :--------- | :--------- | | Service | $27,055 | $22,322 | $4,733 | 21.2% | | Distribution | $11,780 | $10,483 | $1,297 | 12.4% | | **Total** | **$38,835** | **$32,805** | **$6,030** | **18.4%** | - **Total gross margin increased 200 basis points to 31.5%**, driven by increased Service segment revenue leverage, technician productivity improvements, and a favorable sales mix in the Distribution segment[125](index=125&type=chunk) Operating Expenses (in thousands) | Expense Type | Sep 23, 2023 | Sep 24, 2022 | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :--------- | :--------- | | Selling, Marketing and Warehouse | $13,325 | $11,720 | $1,605 | 13.7% | | General and Administrative | $19,227 | $13,855 | $5,372 | 38.8% | | **Total** | **$32,552** | **$25,575** | **$6,977** | **27.3%** | - The **increase in General and Administrative expenses** includes the **non-cash charge** related to the NEXA earn-out, incremental expenses from acquired companies, increased payroll costs, and continued investments in technology[126](index=126&type=chunk) - **Operating expenses as a percentage of total revenue increased 340 basis points to 26.4%**[127](index=127&type=chunk) - The **effective tax rate** for the first six months of FY24 was **25.3%**, **up from 16.9%** in FY23, due to the discrete tax treatment of the **non-cash NEXA earn-out charge**[128](index=128&type=chunk) - **Net income decreased by 37.2% to $3.4 million**, primarily due to lower operating income and higher interest expense[129](index=129&type=chunk) - **Adjusted EBITDA (non-GAAP) increased 20.0% to $17.8 million**, with **Adjusted EBITDA margin increasing to 14.4%**[130](index=130&type=chunk) [Non-GAAP Financial Measures](index=30&type=section&id=Non-GAAP%20Financial%20Measures) This section defines and reconciles non-GAAP financial measures, including Adjusted EBITDA and Adjusted Diluted Earnings Per Share, used to assess core operating performance - **Adjusted EBITDA** is defined as earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, acquisition related transaction expenses, non-cash loss on sale of building, and restructuring expense, used by management to evaluate core operating performance[131](index=131&type=chunk) Adjusted EBITDA Reconciliation (Six Months Ended, in thousands) | Metric | Sep 23, 2023 | Sep 24, 2022 | | :-------------------------- | :----------- | :----------- | | Net Income | $3,409 | $5,429 | | + Interest Expense | $1,704 | $910 | | + Tax Provision | $1,155 | $1,108 | | + Depreciation & Amortization | $6,059 | $5,419 | | + Transaction Expense | $513 | $30 | | + Acquisition Earn-Out Adjustment | $2,800 | $0 | | + Noncash Stock Compensation | $2,171 | $1,942 | | **Adjusted EBITDA** | **$17,811** | **$14,838** | - **Adjusted Diluted Earnings Per Share** is defined as net income plus acquisition related amortization expense, acquisition related transaction expenses, acquisition related stock-based compensation, acquisition amortization of backlog and restructuring expense; divided by the average diluted shares outstanding[134](index=134&type=chunk) Adjusted Diluted EPS Reconciliation (Six Months Ended) | Metric | Sep 23, 2023 | Sep 24, 2022 | | :----------------------- | :----------- | :----------- | | Diluted Earnings Per Share – GAAP | $0.43 | $0.71 | | **Adjusted Diluted Earnings Per Share** | **$1.13** | **$0.98** | [Recent Developments](index=31&type=section&id=Recent%20Developments) This section highlights recent significant corporate events, including a public offering of common stock and its impact on the company's financial position - On September 25, 2023, the company closed an underwritten public offering of common stock, selling **847,371 shares** at **$95.00 per share**, generating **$75.5 million in net proceeds**[137](index=137&type=chunk) - A portion of the **net proceeds** from the public offering was used to **repay the revolving credit facility in full**[137](index=137&type=chunk) [LIQUIDITY AND CAPITAL RESOURCES](index=31&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses the company's liquidity position, capital resources, and expected ability to meet future financial obligations - **Foreseeable liquidity and capital resource requirements** are expected to be met through anticipated cash flows from operations and borrowings from the **$80.0 million revolving credit facility**[138](index=138&type=chunk)[139](index=139&type=chunk) - As of September 23, 2023, **$48.0 million was outstanding** on the **revolving credit facility**. Following the public offering, the facility was **repaid in full**, with **$80.0 million available for borrowing** as of October 27, 2023[143](index=143&type=chunk) - **Net cash provided by operating activities increased to $16.0 million** during the first six months of fiscal year 2024, **up from $5.2 million** in the prior year, primarily due to changes in net working capital[145](index=145&type=chunk) - **Net cash used in investing activities increased to $18.3 million** for the first six months of fiscal year 2024, **up from $8.8 million** in the prior year, mainly due to increased capital expenditures and business acquisitions (**$12.9 million for acquisitions** in FY24 vs. **$4.0 million** in FY23)[147](index=147&type=chunk) - **Net cash provided by financing activities** was **$2.3 million** for the first six months of fiscal year 2024, similar to the prior year, including borrowings from the revolving credit facility and common stock issuance, offset by term loan repayments and stock repurchases[149](index=149&type=chunk)[150](index=150&type=chunk) [OUTLOOK](index=34&type=section&id=OUTLOOK) This section provides the company's financial outlook and expectations for the upcoming fiscal year - For fiscal year 2024, the company expects **organic Service revenue growth** in the **high single-digit to low double-digit range** and **gross margin expansion**[152](index=152&type=chunk) - The **estimated income tax rate** for full fiscal year 2024 is expected to range between **24% and 26%**, an increase from recent years due to the **non-deductible NEXA earn-out charge**, which does not impact the actual amount of taxes paid[153](index=153&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=35&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses Transcat's exposure to market risks, specifically related to interest rate fluctuations and foreign currency exchange rate changes [INTEREST RATES](index=35&type=section&id=INTEREST%20RATES) This section analyzes the company's exposure to interest rate fluctuations on its variable-rate debt and the potential financial impact - A **1% change in interest rates** would increase or decrease yearly interest expense by approximately **$0.5 million**, assuming constant borrowing levels under the revolving credit facility[155](index=155&type=chunk) - The **revolving credit facility** has a **variable interest rate**, which ranged from **6.4% to 7.1%** during the first six months of fiscal year 2024. LIBOR was replaced with the Daily Simple SOFR plus applicable Benchmark Replacement Adjustment effective July 1, 2023[156](index=156&type=chunk) - The **2018 Term Loan** accrues at a **fixed rate of 3.90%** over its term[156](index=156&type=chunk) [FOREIGN CURRENCY](index=35&type=section&id=FOREIGN%20CURRENCY) This section discusses the company's exposure to foreign currency exchange rate risks and its strategy for managing these exposures - Approximately **90% of total revenues** for the first six months of fiscal years 2024 and 2023 were denominated in U.S. dollars, with the remainder in Canadian dollars and Euros[157](index=157&type=chunk) - A **10% change in the value** of the Canadian dollar or Euro to the U.S. dollar would impact revenue by approximately **1%**[157](index=157&type=chunk) - The company continually uses **short-term foreign exchange forward contracts** to reduce the risk of adverse effects from Canadian dollar exchange rate changes, **not for speculative purposes**[158](index=158&type=chunk) - The **net change in the fair value of foreign exchange contracts** resulted in a **loss of $0.1 million** during the first six months of fiscal year 2024, recognized as a component of Interest and Other Expense, net[158](index=158&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms the effectiveness of Transcat's disclosure controls and procedures and states no material changes in internal control over financial reporting - The principal executive officer and principal financial officer concluded that the company's **disclosure controls and procedures were effective** as of the end of the reporting period[159](index=159&type=chunk) - There has been **no change in internal control over financial reporting** during the second quarter of fiscal year 2024 that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting[160](index=160&type=chunk) PART II. OTHER INFORMATION [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES](index=36&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%2C%20USE%20OF%20PROCEEDS%2C%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) This section reports on the issuance of common stock in an unregistered sale related to an acquisition and details the company's share repurchase activities [Unregistered Sales of Equity Securities](index=36&type=section&id=Unregistered%20Sales%20of%20Equity%20Securities) This section details the issuance of common stock in an unregistered sale related to an acquisition - On July 12, 2023, the company issued **38,785 shares of common stock** to SteriQual, Inc. stockholders in connection with the acquisition, pursuant to an exemption from registration under **Section 4(a)(2) of the Securities Act of 1933**[161](index=161&type=chunk) [Issuer Purchases of Equity Securities](index=36&type=section&id=Issuer%20Purchases%20of%20Equity%20Securities) This section reports on the company's share repurchase activities, primarily for employee tax-withholding obligations Issuer Purchases of Equity Securities (Q2 FY24) | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :-------------------- | :------------------------------- | :--------------------------- | | 06/25/23 - 07/22/23 | 19,716 | $84.88 | | 08/20/23 - 09/23/23 | 2,576 | $105.78 | | **Total** | **22,292** | **$87.29** | - **Shares of common stock** were withheld to cover employee tax-withholding obligations upon vesting of restricted stock unit awards and stock option exercises in the second quarter of fiscal year 2024[164](index=164&type=chunk) - No shares were repurchased under the publicly announced Share Repurchase Plan during the second quarter of fiscal year 2024[164](index=164&type=chunk) [ITEM 6. EXHIBITS](index=37&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the 10-Q report, including acquisition agreements and certifications - Exhibits include the **Agreement and Plan of Merger for Axiom**, **Registration Rights Agreement**, **Lock-Up Agreement**, **Amendment to the NEXA Share Purchase Agreement**, and the **Underwriting Agreement** for the public offering[166](index=166&type=chunk) - Certifications from the **Chief Executive Officer** and **Chief Financial Officer (31.1, 31.2, 32.1)** and Interactive Data Files (XBRL) are also included[166](index=166&type=chunk)[167](index=167&type=chunk) [SIGNATURES](index=39&type=section&id=SIGNATURES) This section contains the official signatures of the registrant's authorized officers, certifying the report - The report was signed by **Lee D. Rudow, President and Chief Executive Officer**, and **Thomas L. Barbato, Senior Vice President of Finance and Chief Financial Officer**, on **November 1, 2023**[173](index=173&type=chunk)

Transcat, Inc. (NASDAQ:TRNS) Q2 2024 Earnings Conference Call October 31, 2023 11:00 AM ET Company Participants Thomas Barbato - Chief Financial Officer Lee Rudow - President and Chief Executive Officer Conference Call Participants Greg Palm - Craig-Hallum Capital Group Ted Jackson - Northland Securities Martin Yang - Oppenheimer Operator Greetings welcome to Transcat Inc's Second Quarter Fiscal 2024 Financial Results. At this time, all participants are in a listen-only mode. A question-and-answer session w ...