trns20230627

trns20230627_10q.htm

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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: June 24, 2023

☐ 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 other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

35 Vantage Point Drive, Rochester, New York 14624

(Address of principal executive offices) (Zip Code)

(585) 352-7777

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	TRNS	Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☑
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

The number of shares of common stock, par value $0.50 per share, of the registrant outstanding as of July 28, 2023 was 7,687,851.

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		Page(s)
PART I.	FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements:

	Statements of Income for the First Quarter Ended June 24, 2023 and June 25, 2022	1

	Statements of Comprehensive Income for the First Quarter Ended June 24, 2023 and June 25, 2022	2

	Balance Sheets as of June 24, 2023 and March 25, 2023	3

	Statements of Cash Flows for the First Quarter Ended June 24, 2023 and June 25, 2022	4

	Statements of Changes in Shareholders’ Equity for the First Quarter Ended June 24, 2023 and June 25, 2022	5

	Notes to Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 6.	Exhibits	29

SIGNATURES		30

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PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

	(Unaudited)
	*First Quarter Ended*
	*June 24,*		*June 25,*
	*2023*		*2022*

Service Revenue	$	39,853	$	33,876
Distribution Sales		20,745		20,785
Total Revenue		60,598		54,661

Cost of Service Revenue		26,882		23,041
Cost of Distribution Sales		15,006		15,582
Total Cost of Revenue		41,888		38,623

Gross Profit		18,710		16,038

Selling, Marketing and Warehouse Expenses		6,469		5,820
General and Administrative Expenses		7,601		6,614
Total Operating Expenses		14,070		12,434

Operating Income		4,640		3,604

Interest and Other Expense, net		878		156

Income Before Income Taxes		3,762		3,448
Provision for Income Taxes		813		376

Net Income	$	2,949	$	3,072

Basic Earnings Per Share	$	0.39	$	0.41
Average Shares Outstanding		7,622		7,535

Diluted Earnings Per Share	$	0.38	$	0.40
Average Shares Outstanding		7,762		7,629

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands)

	(Unaudited)
	*First Quarter Ended*
	*June 24,*		*June 25,*
	*2023*		*2022*
Net Income	$	2,949	$	3,072

Other Comprehensive Income (Loss):
Currency Translation Adjustment		476		(440	)
Other, net of tax effects of $2 and $(4) for the first quarter ended June 24, 2023 and June 25, 2022, respectively;		6		(13	)
Total Other Comprehensive Income (Loss)		482		(453	)

Comprehensive Income	$	3,431	$	2,619

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share and Per Share Amounts)

	(Unaudited)			(Audited)
	*June 24,*			*March 25,*
	*2023*			*2023*
ASSETS
Current Assets:
Cash	$	2,149		$	1,531
Accounts Receivable, less allowance for doubtful accounts of $515 and $457 as of June 24, 2023 and March 25, 2023, respectively		42,356			44,698
Other Receivables		527			506
Inventory, net		15,177			16,929
Prepaid Expenses and Other Current Assets		3,393			3,935
Total Current Assets		63,602			67,599
Property and Equipment, net		30,186			29,064
Goodwill		77,051			69,360
Intangible Assets, net		15,144			13,799
Right To Use Assets, net		16,280			14,876
Other Assets		1,066			1,051
Total Assets	$	203,329		$	195,749

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	11,564		$	15,869
Accrued Compensation and Other Current Liabilities		9,290			10,201
Income Taxes Payable		601			-
Current Portion of Long-Term Debt		2,270			2,248
Total Current Liabilities		23,725			28,318
Long-Term Debt		46,090			46,869
Deferred Tax Liabilities, net		7,184			6,538
Lease Liabilities		14,170			12,960
Other Liabilities		1,440			1,434
Total Liabilities		92,609			96,119

Shareholders' Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,643,099 and 7,562,604 shares issued and outstanding as of June 24, 2023 and March 25, 2023, respectively		3,822			3,781
Capital in Excess of Par Value		35,717			27,886
Accumulated Other Comprehensive Loss		(718	)		(1,200	)
Retained Earnings		71,899			69,163
Total Shareholders' Equity		110,720			99,630
Total Liabilities and Shareholders' Equity	$	203,329		$	195,749

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

	(Unaudited)
	*First Quarter Ended*
	*June 24,*			*June 25,*
	*2023*			*2022*
Cash Flows from Operating Activities:
Net Income	$	2,949		$	3,072
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Loss on Disposal of Property and Equipment		8			10
Deferred Income Taxes		44			(23	)
Depreciation and Amortization		2,790			2,641
Provision for Accounts Receivable and Inventory Reserves		138			88
Stock-Based Compensation Expense		930			828
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables		3,115			1,578
Inventory		1,950			(2,118	)
Prepaid Expenses and Other Current Assets		531			432
Accounts Payable		(4,315	)		(1,218	)
Accrued Compensation and Other Current Liabilities		(1,203	)		(3,247	)
Income Taxes Payable		599			-
Net Cash Provided by Operating Activities		7,536			2,043

Cash Flows from Investing Activities:
Purchases of Property and Equipment		(2,767	)		(2,399	)
Proceeds from Sale of Property and Equipment		-			10
Business Acquisitions, net of cash acquired		(2,869	)		(4,040	)
Net Cash Used in Investing Activities		(5,636	)		(6,429	)

Cash Flows from Financing Activities:
(Repayments of) Proceeds from Revolving Credit Facility, net		(204	)		3,816
Repayments of Term Loan		(553	)		(490	)
Issuance of Common Stock		199			221
Repurchase of Common Stock		(301	)		(437	)
Net Cash (Used in) Provided by Financing Activities		(859	)		3,110

Effect of Exchange Rate Changes on Cash		(423	)		323

Net Increase (Decrease) in Cash		618			(953	)
Cash at Beginning of Period		1,531			1,396
Cash at End of Period	$	2,149		$	443

Supplemental Disclosure of Cash Flow Activity:
Cash paid during the period for:
Interest	$	816		$	322
Income Taxes, net	$	107		$	117
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Common stock issued for acquisitions	$	6,831		$	145
Assets acquired and liabilities assumed in business combinations:
Accrued holdback consideration related to Alliance acquisition	$	-		$	518

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(In Thousands, Except Par Value Amounts)

(Unaudited)

							*Capital*
	*Common Stock*						In			*Accumulated*
	*Issued*						*Excess*			*Other*
	*$0.50 Par Value*						*of Par*			*Comprehensive*			*Retained*
	*Shares*			*Amount*			*Value*			*Income (Loss)*			*Earnings*			*Total*
Balance as of March 26, 2022		7,529		$	3,765		$	23,900		$	(233	)	$	58,744		$	86,176
Issuance of Common Stock		8			3			363			-			-			366
Repurchase of Common Stock		(7	)		(3	)		(164	)		-			(270	)		(437	)
Stock-Based Compensation		16			8			820			-			-			828
Other Comprehensive Loss		-			-			-			(453	)		-			(453	)
Net Income		-			-			-			-			3,072			3,072
Balance as of June 25, 2022		7,546		$	3,773		$	24,919		$	(686	)	$	61,546		$	89,552

							*Capital*
	*Common Stock*						In			*Accumulated*
	*Issued*						*Excess*			*Other*
	*$0.50 Par Value*						*of Par*			*Comprehensive*			*Retained*
	*Shares*			*Amount*			*Value*			*Income (Loss)*			*Earnings*			*Total*
Balance as of March 25, 2023		7,562		$	3,781		$	27,886		$	(1,200	)	$	69,163		$	99,630
Issuance of Common Stock		82			42			6,988			-			-			7,030
Repurchase of Common Stock		(3	)		(2	)		(86	)		-			(213	)		(301	)
Stock-Based Compensation		2			1			929			-			-			930
Other Comprehensive Income		-			-			-			482			-			482
Net Income		-			-			-			-			2,949			2,949
Balance as of June 24, 2023		7,643		$	3,822		$	35,717		$	(718	)	$	71,899		$	110,720

See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – GENERAL

Description of Business: Transcat, Inc. (“Transcat,” “we,” “us,” “our” or the “Company”) is a leading provider of accredited calibration services, enterprise asset management services, and value-added distributor of professional grade handheld test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.

Basis of Presentation: Transcat’s unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 25, 2023 (“fiscal year 2023”) contained in the Company’s Annual Report on Form 10-K for fiscal year 2023 filed with the SEC.

Use of Estimates: The preparation of Transcat’s Consolidated Financial Statements in accordance with GAAP requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, allowance for doubtful accounts and returns, inventory reserves, estimated levels of achievement for performance-based restricted stock units, fair value of stock options, depreciable lives of fixed assets, estimated lives of major catalogs and intangible assets, fair value of the goodwill reporting units, and the valuation of assets acquired, liabilities assumed and consideration transferred in business acquisitions. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Consolidated Financial Statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Consolidated Financial Statements.

Revenue Recognition: Distribution sales are recorded when an order’s title and risk of loss transfers to the customer, which is generally upon shipment. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. The majority of the Company’s revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and/or our obligation has been fulfilled. Some Service revenue is generated from managing customers’ calibration programs in which the Company recognizes revenue over time using the output method-time elapsed as this portrays the transfer of control to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for product shipped or services performed. Sales taxes and other taxes billed and collected from customers are excluded from revenue. The Company generally invoices its customers for freight, shipping, and handling charges. Freight billed to customers is included in revenue. Shipping and handling is not included in revenue. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data.

Under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, we use judgments that could potentially impact both the timing of our satisfaction of performance obligations and our determination of transaction prices used in determining revenue recognized. Such judgments include considerations in determining our transaction prices and when our performance obligations are satisfied for our standard product sales that include general payment terms that are between net 30 and 90 days.

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Revenue recognized from prior period performance obligations for the first quarter of the fiscal year ending March 30, 2024 (“fiscal year 2024”) was immaterial. As of June 24, 2023, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to ASC Topic 606, the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on our Consolidated Balance Sheets as of June 24, 2023 and March 25, 2023 were immaterial. See Note 4 for disaggregated revenue information.

Fair Value of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing on a portion of the debt with the balance bearing an interest rate approximating current market rates, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At each of June 24, 2023 and March 25, 2023, investment assets totaled $0.2 million, and are included as a component of other assets (non-current) on the Consolidated Balance Sheets.

Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation cost related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period of awards expected to vest. Excess tax benefits for share-based award activity are reflected in the Consolidated Statements of Income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first quarter of fiscal year 2024 and fiscal year 2023, the Company recorded non-cash stock-based compensation cost of $0.9 million and $0.8 million, respectively, in the Consolidated Statements of Income.

Foreign Currency Translation and Transactions: The accounts of Cal OpEx Limited (d/b/a Transcat Ireland), an Irish company, and Transcat Canada Inc., both of which are wholly-owned subsidiaries of the Company, are maintained in the local currencies, the Euro and the Canadian dollar, respectively, and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Cal OpEx Limited’s and Transcat Canada Inc.’s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders’ equity.

Transcat records foreign currency gains and losses on business transactions denominated in foreign currency. The net foreign currency gain was $0.1 million in the first quarter of fiscal year 2024 and $0.2 million in the first quarter of fiscal year 2023. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a loss of $0.1 million during the first quarter of each of fiscal years 2024 and 2023, was recognized as a component of Interest and Other Expenses, net in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On June 24, 2023, the Company had a foreign exchange contract, which matured in July 2023, outstanding in the notional amount of $2.5 million. This contract was subsequently renewed and remains in place. The Company does not use hedging arrangements for speculative purposes.

Earnings Per Share: Basic earnings per share of common stock are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, proceeds received from the exercise of options and unvested restricted stock units are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding.

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For the first quarter of each of fiscal years 2024 and fiscal year 2023, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows (amounts in thousands):

	*First Quarter Ended*
	*June 24,*		*June 25,*
	*2023*		*2022*
Average Shares Outstanding – Basic		7,622		7,535
Effect of Dilutive Common Stock Equivalents		140		94
Average Shares Outstanding – Diluted		7,762		7,629
Anti-dilutive Common Stock Equivalents		57		145

Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. The Company tests goodwill for impairment for each reporting unit on an annual basis during the fourth quarter of its fiscal year, or immediately if conditions indicate that such impairment could exist. The Company is permitted, but not required, to qualitatively assess indicators of a reporting unit’s fair value to determine whether it is necessary to perform the two-step goodwill impairment test. If a quantitative test is deemed necessary, a discounted cash flow analysis is prepared to estimate fair value.

Intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of an acquired business. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. A summary of changes in the Company’s goodwill and intangible assets is as follows (amounts in thousands):

	*Goodwill*						*Intangible Assets*
	*Distribution*		*Service*		*Total*		*Distribution*			*Service*			*Total*
Net Book Value as of March 25, 2023	$	11,458	$	57,902	$	69,360	$	448		$	13,351		$	13,799
Additions		-		7,438		7,438		-			2,435			2,435
Amortization		-		-		-		(37	)		(1,056	)		(1,093	)
Currency Translation Adjustment		-		253		253		-			3			3
Net Book Value as of June 24, 2023	$	11,458	$	65,593	$	77,051	$	411		$	14,733		$	15,144

Recently Adopted Accounting Pronouncements: In June 2016, the Financial Accounting Standard Board (“FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU replaces the "incurred loss" model with an "expected credit loss" model that requires entities to estimate an expected lifetime credit loss on financial assets, including trade accounts receivable. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Allowance for doubtful accounts is the most significant item for the Company under this ASU. The Company adopted ASU 2016-13 effective on March 26, 2023. The adoption of this standard did not have a material impact on our consolidated financial statements.

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NOTE 2 – LONG-TERM DEBT

On July 7, 2021, the Company entered into the Second Amended and Restated Credit Facility Agreement (the “Credit Agreement”) with Manufacturers and Traders Trust Company (“M&T”), that amended and restated in its entirety the Company’s prior credit agreement with M&T.

The Credit Agreement provides for a revolving credit commitment (the “Revolving Credit Commitment”) of $80.0 million through June 2026, with a letter of credit subfacility of $10.0 million. The Company's 2018 term loan, with an original principal amount of $15.0 million (the "2018 Term Loan"), is also provided for under the Credit Agreement.

The Credit Agreement allows the Company to use up to $50.0 million under the Revolving Credit Commitment for acquisitions in any single fiscal year. The Credit Agreement restricts the Company's ability to complete acquisitions of businesses with a principal place of business located in the United Kingdom or the European Union to an aggregate purchase price of $40.0 million during the term of the Credit Agreement, if the acquisition is financed directly or indirectly with the Revolving Credit Commitment.

Under the Credit Agreement, the Company may make restricted payments up to $25.0 million in the aggregate over the term of the Credit Agreement and $10.0 million in any single fiscal year to repurchase shares and pay dividends.

As of June 24, 2023, $37.5 million was available for borrowing under the revolving credit facility, with $42.5 million outstanding and included in long-term debt on the Consolidated Balance Sheets. During the first quarter of fiscal year 2024, $2.9 million was used for one business acquisition.

As of June 24, 2023, $5.9 million was outstanding on the 2018 Term Loan, of which $2.3 million was included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total amortizing repayments (principal plus interest) of $0.2 million per month through its maturity date in December 2025.

Interest and Other Costs: Interest on outstanding borrowings under the revolving credit facility accrue, at Transcat’s election, at either the variable one-month London Interbank Offered Rate ("LIBOR") or a fixed rate for a designated period at the LIBOR corresponding to such period (subject to a 0.25% floor), in each case, plus a margin. Unused fees accrue based on the average daily amount of unused credit available on the revolving credit facility. Interest rate margins and unused fees are determined on a quarterly basis based upon the Company’s calculated leverage ratio. The Company’s interest rate for the revolving credit facility for the first quarter of fiscal year 2024 ranged from 6.4% to 6.9%. Interest on outstanding borrowings under the 2018 Term Loan accrue at a fixed rate of 3.90% over the term of the loan. The Credit Agreement includes a mechanism for the adoption of a different benchmark rate upon the discontinuance of LIBOR. The Company was notified by M&T that effective July 1, 2023, LIBOR was discontinued and replaced with the Daily Simple SOFR plus applicable Benchmark Replacement Adjustment.

Covenants: The Credit Agreement has certain covenants with which the Company must comply, including a fixed charge ratio covenant, which prohibits the Company's fixed charge ratio from being less than 1.15 to 1.00, and a leverage ratio covenant, which prohibits the Company's leverage ratio from exceeding 3.00 to 1.00. The Company was in compliance with all loan covenants and requirements during the first quarter of fiscal year 2024. The Company's leverage ratio, as defined in the Credit Agreement, was 1.50 at June 24, 2023, compared with 1.60 at March 25, 2023.

Other Terms: The Company has pledged all of its U.S. tangible and intangible personal property, the equity interests of its U.S.-based subsidiaries, and a majority of the common stock of Transcat Canada Inc. as collateral security for the loans made under the revolving credit facility.

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NOTE 3 – STOCK-BASED COMPENSATION

In September 2021, the Transcat, Inc. 2021 Stock Incentive Plan (the “2021 Plan”) was approved by shareholders and became effective. The 2021 Plan replaced the Transcat, Inc. 2003 Incentive Plan (the “2003 Plan”). Shares available for grant under the 2021 Plan include any shares remaining available for issuance under the 2003 Plan and any shares that are subject to outstanding awards under the 2003 Plan that are subsequently canceled, expired, forfeited, or otherwise not issued or are settled in cash. The 2021 Plan provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At June 24, 2023, 0.6 million shares of common stock were available for future grant under the 2021 Plan.

The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefits related to share-based compensation and stock option activity during the first quarter of fiscal year 2024 and fiscal year 2023 were $0.1 million and $0.5 million, respectively.

Restricted Stock Units: The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock unit grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock unit grants is the quoted market price for the Company’s common stock on the date of grant. These restricted stock units are either time vested, or vest following the third fiscal year from the date of grant subject to cumulative diluted earnings per share targets over the eligible period.

Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award.

The following table summarizes the non-vested restricted stock units outstanding as of June 24, 2023 (in thousands, except per unit data):

		*Total*	*Grant Date*		*Estimated*
		*Number*	*Fair*		*Level of*
Date	*Measurement*	*of Units*	*Value*		*Achievement at*
Granted	*Period*	*Outstanding*	*Per Unit*		*June 24, 2023*
October 2018	October 2018 – September 2027	6	$	20.81	Time Vested
July 2020	July 2020 – July 2023	26	$	27.08	Time Vested
September 2020	September 2020 – July 2023	4	$	28.54	Time Vested
September 2020	September 2020 – July 2023	5	$	29.76	Time Vested
September 2020	September 2020 – September 2023	3	$	29.76	Time Vested
June 2021	June 2021 – March 2024	10	$	53.17	133% of target level
June 2021	June 2021 – March 2024	11	$	53.17	Time Vested
September 2021	September 2021 – September 2024	4	$	67.76	Time Vested
January 2022	January 2022 – March 2024	1	$	90.92	133% of target level
January 2022	January 2022 – March 2024	1	$	90.92	Time Vested
January 2022	January 2022 – January 2025	1	$	90.41	Time Vested
March 2022	March 2022 – March 2025	1	$	76.31	Time Vested
May 2022	May 2022 – March 2025	11	$	63.17	52% of target level
May 2022	May 2022 – March 2025	12	$	63.17	Time Vested
August 2022	August 2022 – August 2025	1	$	78.04	Time Vested
September 2022	September 2022 – September 2023	5	$	73.80	Time Vested
December 2022	December 2022 – December 2025	1	$	81.26	Time Vested
December 2022	December 2022 – December 2025	1	$	67.48	Time Vested
May 2023	May 2023 – March 2026	10	$	89.70	100% of target level
May 2023	May 2023 – March 2026	11	$	89.70	Time Vested
May 2023	May 2023 – May 2026	19	$	89.70	Time Vested

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Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $0.6 million and $0.4 million in the first quarter of fiscal year 2024 and fiscal year 2023, respectively. As of June 24, 2023, unearned compensation, to be recognized over the grants’ respective service periods, totaled $4.6 million.

Stock Options: The Company grants stock options to employees and directors with an exercise price equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-line basis over the requisite service period for each award. Options vest either immediately or over a period of up to five years using a straight-line basis and expire either five years or ten years from the date of grant.

We calculate the fair value of the stock options granted using the Black-Scholes model. The following weighted-average assumptions were used to value options granted during the first quarter of fiscal year 2024 and fiscal year 2023:

	*Three Months Ended*
	*June 24,*			*June 25,*
	*2023*			*2022*

Risk-Free Interest Rate		3.43	%		2.32	%
Volatility Factor		37.16	%		38.11	%
Expected Term (in Years)		6.19			3.32
Annual Dividend Rate		0.00	%		0.00	%

We calculate expected volatility for stock options by taking an average of historical volatility over the expected term. The computation of expected term was determined based on safe harbor rules, giving consideration to the contractual terms of the stock-based awards and vesting schedules. The interest rate for periods within the contractual life of the award is based on the U.S. Treasury yield in effect at the time of grant. We assume no expected dividends. Under FASB ASC Topic 718, “Compensation – Stock Compensation”, the Company has elected to account for forfeitures as they occur.

During the first quarter of fiscal year 2024, the Company granted options for 6,000 shares of common stock in the aggregate to Company employees that vest over three years and an option for 10,000 shares of common stock to a Company employee that vests over five years.

During the first quarter of fiscal year 2023, the Company granted options for 34,000 shares of common stock in the aggregate to Company employees that vest over three years.

The expense related to all stock option awards was $0.3 million in the first quarter of fiscal year 2024 and $0.4 million in the first quarter of fiscal year 2023.

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The following table summarizes the Company’s options as of and for the first quarter ended June 24, 2023 (in thousands, except price per option data and years):

				*Weighted*		*Weighted*
				*Average*		*Average*
	*Number*			*Exercise*		*Remaining*		*Aggregate*
	Of			*Price Per*		*Contractual*		*Intrinsic*
	*Options*			*Option*		*Term (in years)*		*Value*
Outstanding as of March 25, 2023		217		$	56.25
Granted		16		$	83.59
Exercised		(3	)	$	24.30
Forfeited		(2	)	$	63.17
Outstanding as of June 24, 2023		228		$	58.45		6	$	6,579
Exercisable as of June 24, 2023		42		$	49.59		6	$	1,563

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the first quarter of fiscal year 2024 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on June 24, 2023. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

Total unrecognized compensation cost related to non-vested stock options as of June 24, 2023 was $2.1 million, which is expected to be recognized over a period of three years. The aggregate intrinsic value of stock options exercised during the first quarter of each of fiscal year 2024 and fiscal year 2023 was $0.2 million. Cash received from the exercise of options in the first quarter of each of fiscal year 2024 and fiscal year 2023 was less than $0.1 million.

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NOTE 4 – SEGMENT INFORMATION

The basis for determining our operating segments is the manner in which financial information is used in monitoring our operations. Transcat has two reportable segments: Service and Distribution. Through our Service segment, we offer calibration, repair, inspection, analytical qualifications, preventative maintenance, consulting and other related services. Through our Distribution segment, we sell and rent national and proprietary brand instruments to customers globally. The Company has no inter-segment sales. We believe that reporting performance at the operating income level is the best indicator of segment performance. The following table presents segment and geographic data for the first quarter of fiscal year 2024 and fiscal year 2023 (dollars in thousands):

	*First Quarter Ended*
	*June 24,*		*June 25,*
	*2023*		*2022*
Revenue:
Service	$	39,853	$	33,876
Distribution		20,745		20,785
Total		60,598		54,661

Gross Profit:
Service		12,971		10,835
Distribution		5,739		5,203
Total		18,710		16,038

Operating Expenses:
Service ⁽¹⁾		9,779		8,303
Distribution ⁽¹⁾		4,291		4,131
Total		14,070		12,434

Operating Income:
Service		3,192		2,532
Distribution		1,448		1,072
Total		4,640		3,604

Unallocated Amounts:
Interest and Other Expense, net		878		156
Provision for Income Taxes		813		376
Total		1,691		532

Net Income	$	2,949	$	3,072

Geographic Data:
Revenues to Unaffiliated Customers ⁽²⁾
United States ⁽³⁾	$	54,257	$	48,998
Canada		4,247		3,986
Other International		2,094		1,677
Total	$	60,598	$	54,661

⁽¹⁾	Operating expense allocations between segments are based on actual amounts, a percentage of revenues, headcount, and management’s estimates.

⁽²⁾	Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered.

⁽³⁾	United States includes Puerto Rico.

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NOTE 5 – BUSINESS ACQUISITIONS

TIC-MS: Effective March 27, 2023, Transcat purchased all of the outstanding capital stock of TIC-MS, Inc. (“TIC-MS”), a Missouri based provider of calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities.

The TIC-MS goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All the goodwill and intangible assets relating to the TIC-MS acquisition has been allocated to the Service segment. Intangible assets related to the TIC-MS acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to fifteen years and are not deductible for tax purposes. Amortization of goodwill related to the TIC-MS acquisition is not deductible for tax purposes.

The purchase price for TIC-MS was approximately $9.8 million and was paid with $2.9 million in cash, including $0.5 million placed in escrow for certain post-closing adjustments and indemnification claims, if any, and the issuance of 77,387 shares of our common stock valued at $6.8 million. Pursuant to the asset purchase agreement, the purchase price will be subject to reduction by up to $0.5 million if a key customer relationship is not retained through March 27, 2024.

The purchase price allocation is subject to revision based upon our final review of intangible asset valuation assumptions, working capital adjustments, assets acquired, and liabilities assumed. The following is a summary of the preliminary purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of TIC-MS's assets and liabilities acquired on March 27, 2023 (in thousands):

Goodwill		$	7,438
Intangible Assets – Customer Base & Contracts			2,303
Intangible Assets – Covenant Not to Compete			132
			9,873
Plus:	Cash		80
	Accounts Receivable		470
	Property and Equipment		77
Less:	Current Liabilities		(118	)
	Deferred Tax Liability		(602	)
Total Purchase Price		$	9,780

From the date of acquisition through the end of the first quarter of fiscal year 2024, TIC-MS has contributed revenue of $0.9 million and operating income of $0.4 million, which includes the negative impact of amortization of the acquired intangible assets.

Elite: Effective February 2, 2023, Transcat acquired substantially all of the assets of Elite Calibration LLC (“Elite”), a California based provider of calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that can leverage the Company’s already existing operating infrastructure.

All the goodwill related to the Elite acquisition has been allocated to the Service segment. Amortization of goodwill related to the Elite acquisition is deductible for tax purposes. The goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition.

The total purchase price for the assets of Elite was approximately $0.9 million, of which $0.8 million was paid in cash. Pursuant to the asset purchase agreement, the Company held back $0.1 million of the purchase price for certain potential post-closing adjustments. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Elite’s assets and liabilities acquired on February 2, 2023 (in thousands):

Goodwill		$	820
Plus:	Accounts Receivable		62
Total Purchase Price		$	882

Since this operation was integrated immediately into our existing operations, its separate contributed revenue and operating income is undeterminable.

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Complete Calibrations: Effective September 28, 2022, Transcat purchased all of the outstanding capital stock of Galium Limited (d/b/a Complete Calibrations) ("Complete Calibrations"), an Irish company. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities.

All the goodwill related to the Complete Calibrations acquisition has been allocated to the Service segment. Amortization of goodwill related to the Complete Calibrations acquisition is not deductible for tax purposes. The goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition.

The total purchase price paid for Complete Calibrations was approximately $1.2 million in cash. In connection with this transaction, the Company also entered into a Technology License Agreement with Calibration Robots Limited, an Irish company and related party to Complete Calibrations, for the use of their proprietary robotics in completing calibrations. The Technology License Agreement includes transactional royalties in the amount of 3 Euros ($3.27) per calibration performed by technology covered under this license agreement, with a royalty term of up to ten years commencing from the earlier of (i) the date on which cumulative revenue earned from technology covered under this license agreement equals 0.75 million Euros ($0.82 million), and (ii) March 28, 2024. In addition to the transactional royalties, as long as a key employee is employed by the Company, there is an annual royalty fee of 0.1 million Euros ($0.11 million). For purposes of this paragraph, we used a conversion rate of 1.0895 to convert Euro to U.S. dollar as of June 24, 2023.

The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of Complete Calibrations’ assets and liabilities acquired on September 28, 2022 (in thousands):

Goodwill		$	1,123
Plus:	Cash		10
	Inventory		44
Total Purchase Price		$	1,177

During the first quarter of fiscal year 2024, Complete Calibrations has contributed revenue of $0.1 million and operating loss of less than $0.1 million.

e2b: Effective September 27, 2022, Transcat acquired substantially all of the assets of e2b Calibration (“e2b”), an Ohio based provider of calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s Service capabilities.

The e2b goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. All the goodwill and intangible assets relating to the e2b acquisition has been allocated to the Service segment. Intangible assets related to the e2b acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to fifteen years and are deductible for tax purposes. Amortization of goodwill related to the e2b acquisition is deductible for tax purposes.

The total purchase price paid for the assets of e2b was approximately $3.1 million in cash. Pursuant to the asset purchase agreement, the Company held back $0.9 million of the purchase price in escrow for certain potential post-closing adjustments. During the third quarter of fiscal year 2023, $0.6 million of the escrow was released to the sellers. As of June 24, 2023, $0.3 million remains in escrow.

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The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of e2b’s assets and liabilities acquired on September 27, 2022 (in thousands):

Goodwill			$	1,367

SEC Form 10-Q filed by Transcat Inc.