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TRANSCAT INC - Quarter Report: 2007 June (Form 10-Q)

Transcat, Inc. 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2007
or
     
o   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
(State or other jurisdiction of
incorporation or organization)
  16-0874418
(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)
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 þ   No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o     Accelerated filer o     Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ
The number of shares of Common Stock, par value $0.50 per share, of the registrant outstanding as of August 7, 2007 was 7,094,203.
 
 

 


 

         
        Page(s)
PART I.
  FINANCIAL INFORMATION    
 
       
Item 1.
  Consolidated Financial Statements:    
 
       
 
 
Consolidated Statements of Operations and Comprehensive Income for the First Quarters Ended
   
 
 
June 30, 2007 and June 24, 2006
  3
 
       
 
 
Consolidated Balance Sheets as of June 30, 2007 and March 31, 2007
  4
 
       
 
 
Consolidated Statements of Cash Flows for the First Quarters Ended June 30, 2007 and June 24, 2006
  5
 
       
 
 
Consolidated Statements of Shareholders’ Equity for the First Quarter Ended June 30, 2007
  6
 
       
 
 
Notes to Consolidated Financial Statements
  7-10
 
       
  Management’s Discussion and Analysis of Financial Condition and Results of Operations   11-17
 
       
  Quantitative and Qualitative Disclosures about Market Risk   18
 
       
  Controls and Procedures   18
 
       
  OTHER INFORMATION    
 
       
  Exhibits   18
 
       
      19
 
       
INDEX TO EXHIBITS   20
 EX-31.1
 EX-31.2
 EX-32.1

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TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In Thousands, Except Per Share Amounts)
                 
    (Unaudited)  
    First Quarter Ended  
    June 30,     June 24,  
    2007     2006  
 
               
Product Sales
  $ 10,927     $ 10,536  
Service Sales
    5,263       4,983  
 
           
Net Sales
    16,190       15,519  
 
           
 
               
Cost of Products Sold
    7,865       7,829  
Cost of Services Sold
    4,086       3,831  
 
           
Total Cost of Products and Services Sold
    11,951       11,660  
 
           
 
               
Gross Profit
    4,239       3,859  
 
           
 
               
Selling, Marketing and Warehouse Expenses
    2,208       2,134  
Administrative Expenses
    1,582       1,389  
 
             
Total Operating Expenses
    3,790       3,523  
 
           
 
               
Operating Income
    449       336  
 
           
 
               
Interest Expense
    34       93  
Other Expense, net
    81       75  
 
           
Total Other Expense
    115       168  
 
           
 
               
Income Before Income Taxes
    334       168  
Provision for Income Taxes
    96       52  
 
           
 
               
Net Income
    238       116  
 
               
Other Comprehensive Income
    192       87  
 
           
 
               
Comprehensive Income
  $ 430     $ 203  
 
           
 
               
Basic Earnings Per Share
  $ 0.03     $ 0.02  
Average Shares Outstanding
    7,068       6,830  
 
               
Diluted Earnings Per Share
  $ 0.03     $ 0.02  
Average Shares Outstanding
    7,460       7,345  
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)        
    June 30,     March 31,  
    2007     2007  
ASSETS
               
Current Assets:
               
Cash
  $ 258     $ 357  
Accounts Receivable, less allowance for doubtful accounts of $52 and $47 as of June 30, 2007 and March 31, 2007, respectively
    7,297       8,846  
Other Receivables
    290       352  
Inventory, net
    4,169       4,336  
Prepaid Expenses and Other Current Assets
    749       762  
Deferred Tax Asset
    636       851  
 
           
Total Current Assets
    13,399       15,504  
Property and Equipment, net
    3,014       2,814  
Goodwill
    2,967       2,967  
Deferred Tax Asset
    814       791  
Other Assets
    349       346  
 
           
Total Assets
  $ 20,543     $ 22,422  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current Liabilities:
               
Accounts Payable
  $ 4,726     $ 5,307  
Accrued Compensation and Other Liabilities
    1,502       2,578  
Income Taxes Payable
          42  
 
           
Total Current Liabilities
    6,228       7,927  
Long-Term Debt
    2,049       2,900  
Other Liabilities
    408       366  
 
           
Total Liabilities
    8,685       11,193  
 
           
Shareholders’ Equity:
               
Common Stock, par value $0.50 per share, 30,000,000 shares authorized;
7,350,254 and 7,286,119 shares issued as of June 30, 2007 and March 31, 2007, respectively;
7,074,472 and 7,010,337 shares outstanding as of June 30, 2007 and March 31, 2007, respectively
    3,675       3,643  
Capital in Excess of Par Value
    5,435       5,268  
Warrants
    329       329  
Accumulated Other Comprehensive Income
    235       43  
Retained Earnings
    3,172       2,934  
Less: Treasury Stock, at cost, 275,782 shares as of June 30, 2007 and March 31, 2007
    (988 )     (988 )
 
           
Total Shareholders’ Equity
    11,858       11,229  
 
           
Total Liabilities and Shareholders’ Equity
  $ 20,543     $ 22,422  
 
           
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 30,     June 24,  
    2007     2006  
Cash Flows from Operating Activities:
               
Net Income
  $ 238     $ 116  
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
               
Deferred Income Taxes
    191       37  
Depreciation and Amortization
    382       358  
Provision for Accounts Receivable and Inventory Reserves
    (14 )     12  
Stock-Based Compensation Expense
    100       142  
Amortization of Restricted Stock
    14       11  
Changes in Assets and Liabilities:
               
Accounts Receivable and Other Receivables
    1,802       167  
Inventory
    167       179  
Prepaid Expenses and Other Assets
    (95 )     (137 )
Accounts Payable
    (581 )     4  
Accrued Compensation and Other Liabilities
    (1,031 )     (1,268 )
Income Taxes Payable
    (42 )     (71 )
 
           
Net Cash Provided by (Used in) Operating Activities
    1,131       (450 )
 
           
 
               
Cash Flows from Investing Activities:
               
Purchase of Property and Equipment
    (477 )     (273 )
 
           
Net Cash Used in Investing Activities
    (477 )     (273 )
 
           
 
               
Cash Flows from Financing Activities:
               
Chase Revolving Line of Credit, net
    (851 )      
GMAC Revolving Line of Credit, net
          1,128  
Payments on Other Debt Obligations
          (184 )
Issuance of Common Stock
    85       54  
 
           
Net Cash (Used in) Provided by Financing Activities
    (766 )     998  
 
           
 
               
Effect of Exchange Rate Changes on Cash
    13       16  
 
           
 
               
Net (Decrease) Increase in Cash
    (99 )     291  
Cash at Beginning of Period
    357       115  
 
           
Cash at End of Period
  $ 258     $ 406  
 
           
 
               
Supplemental Disclosures of Cash Flow Activity:
               
Cash paid during the period for:
               
Interest
  $ 42     $ 94  
Income Taxes, net
  $ 47     $ 85  
 
               
Supplemental Disclosure of Non-Cash Financing Activity:
               
Treasury Stock Acquired in Cashless Exercise of Stock Options
  $     $ 50  
See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In Thousands)
(Unaudited)
                                                                         
                    Capital                                    
    Common Stock     In             Accumulated             Treasury Stock        
    Issued     Excess             Other             Outstanding        
    $0.50 Par Value     of Par             Comprehensive     Retained     at Cost        
    Shares     Amount     Value     Warrants     Income     Earnings     Shares     Amount     Total  
 
                                                                       
Balance as of March 31, 2007
    7,286     $ 3,643     $ 5,268     $ 329     $ 43     $ 2,934       276     $ (988 )   $ 11,229  
Issuance of Common Stock
    64       32       53                                               85  
Stock-Based Compensation
                    100                                               100  
Restricted Stock:
                                                                       
Amortization of Restricted Stock
                    14                                               14  
Comprehensive Income:
                                                                       
Currency Translation Adjustment
                                    190                               190  
Unrecognized Prior Service Cost, net of tax
                                    2                               2  
Net Income
                                            238                       238  
 
                                                     
 
                                                                       
Balance as of June 30, 2007
    7,350     $ 3,675     $ 5,435     $ 329     $ 235     $ 3,172       276     $ (988 )   $ 11,858  
 
                                                     
See accompanying notes to consolidated financial statements.

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TRANSCAT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands, Except Per Share Amounts)
NOTE 1 — GENERAL
Description of Business: Transcat, Inc. (“Transcat” or the “Company”) is a leading distributor of professional grade test, measurement, and calibration instruments and a provider of calibration and repair services, primarily throughout the process, life science and manufacturing industries.
Basis of Presentation: Transcat’s unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 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 the results to be expected 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 31, 2007 (“fiscal year 2007”) contained in the Company’s 2007 Annual Report on Form 10-K filed with the SEC.
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 dilutive stock options, warrants, and unvested restricted stock awards. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options, warrants and unvested restricted stock 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.
For the first quarter of the fiscal year ending March 29, 2008 (“fiscal year 2008”) and the first quarter of fiscal year 2007, the net additional common stock equivalents had no effect on the calculation of dilutive earnings per share. The total number of dilutive and anti-dilutive common stock equivalents resulting from stock options, warrants and unvested restricted stock are summarized as follows:
                 
    First Quarter Ended  
    June 30,     June 24,  
    2007     2006  
Shares Outstanding:
               
Dilutive
    392       515  
Anti-dilutive
    439       327  
 
           
Total
    831       842  
 
           
 
               
Range of Exercise Prices per Share:
               
Options
  $ 0.97-$5.80     $ 0.80-$4.52  
Warrants
  $ 0.97-$5.80     $ 0.97-$4.26  
Stock-Based Compensation: In accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, the Company measures the cost of services received in exchange for all equity awards granted, including stock options and warrants, based on the fair market value of the award as of the grant date. The Company uses the modified prospective application method to record compensation cost related to unvested stock awards as of March 25, 2006 by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards with no change in historical reported earnings. Awards granted after March 25, 2006 are valued at fair value and are recognized on a straight line basis over the service periods of each award. Excess tax benefits from the exercise of stock awards are presented in the consolidated statements of cash flows as a financing activity. 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 have any stock-based compensation costs capitalized as part of an asset. The Company estimates forfeiture rates based on its historical experience.

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The estimated fair value of the awards granted during the first quarter of fiscal year 2008 was calculated using the Black-Scholes-Merton pricing model (“Black-Scholes”), which produced a weighted average fair value of awards granted of $3.56 per share. During the first quarter of fiscal year 2008, the Company recorded, as an administrative expense in the Consolidated Statement of Operations, stock-based compensation in the amount of $0.1 million.
The following summarizes the assumptions used in the Black-Scholes model during the first quarter of fiscal year 2008:
         
Expected life
  6 years
Annualized volatility rate
    73.3 %
Risk-free rate of return
    4.7 %
Dividend rate
    0.0 %
The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of return for periods within the contractual life of the award is based on a zero-coupon U.S. government instrument over the contractual term of the equity instrument. Expected volatility is based on historical volatility of the Company’s stock. The expected term of all awards granted is estimated by taking the average of the weighted average vesting term and the contractual term, as illustrated in the SEC Staff Accounting Bulletin 107. This methodology is not materially different from the Company’s historical data on exercise timing. Separate groups having similar historical exercise behavior with regard to award exercise timing and forfeiture rates are considered separately for valuation and attribution purposes.
NOTE 2 — DEBT
Description. On November 21, 2006, Transcat entered into a Credit Agreement (the “Chase Credit Agreement”) with JPMorgan Chase Bank, N.A. The Chase Credit Agreement provides for a three-year revolving credit facility in the amount of $10 million (the “Revolving Credit Facility”). The Chase Credit Agreement replaced the Amended and Restated Loan and Security Agreement dated November 1, 2004, as further amended, with GMAC Commercial Finance LLC.
Interest and Commitment Fees. Interest on the Revolving Credit Facility accrues, at Transcat’s election, at either a base rate (defined as the highest of prime, a three month certificate of deposit plus 1%, or the federal funds rate plus 1/2 of 1%) (the “Base Rate”) or the London Interbank Offered Rate (“LIBOR”), in each case, plus a margin. Commitment fees accrue based on the average daily amount of unused credit available on the Revolving Credit Facility. Interest and commitment fees are adjusted on a quarterly basis based upon the Company’s calculated leverage ratio, as defined in the Chase Credit Agreement. The Base Rate and the LIBOR rates as of June 30, 2007 were 8.3% and 5.3%, respectively. The Company’s interest rate for the first quarter of fiscal year 2008 ranged from 6.0% to 7.6%.
Covenants. The Chase Credit Agreement has certain covenants with which the Company has to comply, including a fixed charge ratio covenant and a leverage ratio covenant. The Company was in compliance with all loan covenants and requirements throughout the first quarter of fiscal year 2008.
Other Terms. The Company has pledged all of its U.S. tangible and intangible personal property as collateral security for the loans made under the Revolving Credit Facility.
NOTE 3 — INCOME TAXES
Effective April 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 establishes a single model to address accounting for uncertain tax positions and clarifies the accounting for income taxes by prescribing a minimum recognition threshold that a tax position is required to meet before being recognized in the financial statements. Upon adoption of FIN 48, the Company had no unrecognized tax benefits. During the first quarter of fiscal year 2008, the Company recognized no adjustments for uncertain tax benefits and expects no material changes to unrecognized tax positions within the next twelve months.
The Company recognizes interest and penalties, if any, related to uncertain tax positions in the provision for income taxes. No interest and penalties related to uncertain tax positions were recognized during the first quarter of fiscal year 2008 or accrued at June 30, 2007.
The Company files income tax returns in the U.S. federal jurisdiction, various states and Canada. The Company is no longer subject to examination by U.S. federal income tax authorities for the tax years 2004 and prior, by state tax authorities for the tax years 2003 and prior, and by Canadian tax authorities for the tax years 2001 and prior. There are no tax years currently under examination by U.S. federal, state or Canadian tax authorities.

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NOTE 4 — STOCK-BASED COMPENSATION
Stock Options: In June 2003, the Company adopted the Transcat, Inc. 2003 Incentive Plan (the “2003 Plan”). The 2003 Plan provides for grants of options to directors, officers and key employees to purchase Common Stock at no less than the fair market value at the date of grant. Options generally vest over a period of up to four years and expire up to ten years from the date of grant.
The following table summarizes the Company’s options as of and for the first quarter ending June 30, 2007:
                                 
            Weighted     Weighted Average        
    Number     Average     Remaining     Aggregate  
    Of     Price Per     Contractual     Intrinsic  
    Shares     Share     Term (in years)     Value  
Outstanding as of March 31, 2007
    329     $ 3.11                  
Granted
    103       5.24                  
Exercised
    (46 )     1.05                  
Cancelled/Forfeited
    (2 )     1.48                  
 
                             
Outstanding as of June 30, 2007
    384       3.93       8     $ 1,173  
 
                       
Exercisable as of June 30, 2007
    164       2.56       6     $ 727  
 
                       
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 2008 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 option holders exercised their options on June 30, 2007. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.
Total unrecognized compensation cost related to non-vested stock options as of June 30, 2007 was $0.5 million, which is expected to be recognized over a weighted average period of 2 years. The aggregate intrinsic value of stock options exercised during the first quarter of fiscal year 2008 was $0.3 million. Cash received from the exercise of options was less than $0.1 million during the first quarter of fiscal year 2008.
Warrants: Under the Directors’ Warrant Plan, as amended, warrants may be granted to non-employee directors to purchase Common Stock at the fair market value at the date of grant. Warrants vest over a period of three or four years and expire in five years from the date of grant.
The following table summarizes warrants as of and for the first quarter ending June 30, 2007:
                                 
            Weighted     Weighted Average        
    Number     Average     Remaining     Aggregate  
    Of     Price Per     Contractual     Intrinsic  
    Shares     Share     Term (in years)     Value  
Outstanding as of March 31, 2007
    153     $ 3.27                  
Granted
                           
Exercised
    (16 )     1.64                  
Outstanding as of June 30, 2007
    137       3.45       2     $ 486  
 
                       
Exercisable as of June 30, 2007
    77       2.52       1     $ 345  
 
                       
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 2008 and the exercise price, multiplied by the number of in-the-money warrants) that would have been received by the warrant holders had all warrant holders exercised their warrants on June 30, 2007. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.
Total unrecognized compensation cost related to non-vested warrants as of June 30, 2007 was $0.1 million, which is expected to be recognized over a weighted average period of 1 year. The aggregate intrinsic value of warrants exercised during the first quarter of fiscal year 2008 was less than $0.1 million. Cash received from the exercise of warrants was less than $0.1 million during the first quarter of fiscal year 2008.
As of March 31, 2007, all warrants authorized for issuance pursuant to the Directors’ Warrant Plan had been granted. Warrants outstanding on June 30, 2007 continue to vest and be exercisable in accordance with the terms of the Directors’ Warrant Plan.

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NOTE 5 — SEGMENT INFORMATION
Transcat has two reportable segments: Distribution Products (“Product”) and Calibration Services (“Service”). The Company has no inter-segment sales. The following table presents segment information for the first quarters ended June 30, 2007 and June 24, 2006:
                 
    First Quarter Ended  
    June 30,     June 24,  
    2007     2006  
Net Sales:
               
Product
  $ 10,927     $ 10,536  
Service
    5,263       4,983  
 
           
Total
    16,190       15,519  
 
           
 
               
Gross Profit:
               
Product
    3,062       2,707  
Service
    1,177       1,152  
 
           
Total
    4,239       3,859  
 
           
 
               
Operating Expenses:
               
Product
    2,349       2,110  
Service
    1,441       1,413  
 
           
Total
    3,790       3,523  
 
           
 
               
Operating Income
    449       336  
 
           
 
               
Unallocated Amounts:
               
Other Expense
    115       168  
Provision for Income Taxes
    96       52  
 
           
Total
    211       220  
 
           
 
               
Net Income
  $ 238     $ 116  
 
           

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements. This report and, in particular, the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this report, contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These include statements concerning expectations, estimates, and projections about the industry, management beliefs and assumptions of Transcat, Inc. (“Transcat”, “we”, “us”, or “our”). Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to forecast. Therefore, our actual results may materially differ from those expressed or forecasted in any such forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
Rounding. Certain percentages may vary depending on the basis used for the calculation, such as dollars in thousands or dollars in millions.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Accounts Receivable: Accounts receivable represent receivables from customers in the ordinary course of business. These amounts are recorded net of the allowance for doubtful accounts and returns in our Consolidated Balance Sheets. The allowance for doubtful accounts is based upon the expected collectibility of accounts receivable. We apply a specific formula to our accounts receivable aging, which may be adjusted on a specific account basis where the specific formula may not appropriately reserve for loss exposure. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance for doubtful accounts. The returns reserve is calculated based upon the historical rate of returns applied to sales over a specific timeframe. The returns reserve will increase or decrease as a result of changes in the level of sales and/or the historical rate of returns.
Stock-Based Compensation: In accordance with Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, we measure the cost of services received in exchange for all equity awards granted, including stock options and warrants, based on the fair market value of the award as of the grant date. We use the modified prospective application method to record compensation cost related to unvested stock awards as of March 25, 2006 by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards with no change in historical reported earnings. Awards granted after March 25, 2006 are valued at fair value and are recognized on a straight line basis over the service periods of each award. Excess tax benefits from the exercise of stock awards are presented in the consolidated statements of cash flows as a financing activity. 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. We did not have any stock-based compensation costs capitalized as part of an asset. We estimate forfeiture rates based on our historical experience.
Revenue Recognition: Sales are recorded when products are shipped or services are rendered to customers, as we generally have no significant post delivery obligations, our prices are fixed and determinable, collection of the resulting receivable is probable, and returns are reasonably estimated. Provisions for customer returns are provided for in the period the related sales are recorded based upon historical data. We recognize the majority of our service revenue based upon when the calibration or repair activity is performed then shipped and/or delivered to the customer. Some of our service revenue is generated from managing customers’ calibration programs in which we recognize revenue in equal amounts at fixed intervals. Our shipments are generally free on board shipping point and our customers are generally invoiced for freight, shipping, and handling charges.
Off-Balance Sheet Arrangements: We do not maintain any off-balance sheet arrangements.

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RESULTS OF OPERATIONS
The following table sets forth, for the first quarter of fiscal years 2008 and 2007, the components of our Consolidated Statements of Operations (calculated on dollars in thousands).
                 
    (Unaudited)
    First Quarter Ended
    June 30,   June 24,
    2007   2006
As a Percentage of Net Sales:
               
 
               
Product Sales
    67.5 %     67.9 %
Service Sales
    32.5 %     32.1 %
 
               
Net Sales
    100.0 %     100.0 %
 
               
 
               
Product Gross Profit
    28.0 %     25.7 %
Service Gross Profit
    22.4 %     23.1 %
Total Gross Profit
    26.2 %     24.9 %
 
               
Selling, Marketing and Warehouse Expenses
    13.6 %     13.8 %
Administrative Expenses
    9.8 %     9.0 %
 
               
Total Operating Expenses
    23.4 %     22.8 %
 
               
 
               
Operating Income
    2.8 %     2.1 %
 
               
Interest Expense
    0.2 %     0.6 %
Other Expense, net
    0.5 %     0.5 %
 
               
Total Other Expense
    0.7 %     1.1 %
 
               
 
               
Income Before Income Taxes
    2.1 %     1.0 %
Provision for Income Taxes
    0.6 %     0.3 %
 
               
 
               
Net Income
    1.5 %     0.7 %
 
               

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FIRST QUARTER ENDED JUNE 30, 2007 COMPARED TO FIRST QUARTER ENDED JUNE 24, 2006 (dollars in millions):
Sales:
                 
    First Quarter Ended  
    June 30,     June 24,  
    2007     2006  
Net Sales:
               
Product
  $ 10.9     $ 10.5  
Service
    5.3       5.0  
 
           
Total
  $ 16.2     $ 15.5  
 
           
Net sales increased $0.7 million or 4.5% (calculated on dollars in millions) from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008.
Our distribution products net sales results, which accounted for 67.5% of our net sales in the first quarter of fiscal year 2008 and 67.9% of our net sales in the first quarter of fiscal year 2007 (calculated on dollars in thousands), reflect improved year-over-year customer response to our sales and marketing activities in our direct channels and declining sales in our indirect channel of distribution. Our first quarter of fiscal year 2008 product sales growth in relation to prior fiscal year quarter comparisons, is as follows (calculated on dollars in millions):
                                           
    FY 2008     FY 2007
    Q1     Q4   Q3   Q2   Q1
 
                                         
Product Sales Growth
    3.8 %       21.0 %     7.0 %     5.3 %     11.7 %
In the first quarter of fiscal year 2008, our direct channel grew 7.4% (calculated on dollars in thousands) year-over-year. This is in line with our goal of mid to high single-digit growth in our direct product channel. As anticipated, we experienced a 13.7% decline in sales in our indirect channel, as we focused our marketing and sales efforts on our more profitable direct channel. The following table provides the percent of net sales and the approximate gross profit percentage for significant product distribution channels for the first quarter of fiscal years 2008 and 2007 (calculated on dollars in thousands):
                                   
    FY 2008 First Quarter     FY 2007 First Quarter
    Percent of   Gross     Percent of   Gross
    Net Sales   Profit % (1)     Net Sales   Profit % (1)
 
                                 
Direct
    85 %     26.2 %       82 %     24.6 %
Indirect
    15 %     15.8 %       18 %     12.1 %
 
                                 
Total
    100 %     24.6 %       100 %     22.4 %
 
                                 
 
(1)   Calculated at net sales less purchase costs divided by net sales.

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Customer product orders include orders for products that we routinely stock in our inventory, customized products, and other products ordered less frequently, which we do not stock. Unshippable product orders are primarily backorders, but also include products that are requested to be calibrated in our calibration laboratories prior to shipment, orders required to be shipped complete, and orders required to be shipped at a future date. Our total unshippable product orders for the first quarter of fiscal year 2008 were $0.3 million higher than the first quarter of fiscal year 2007. This is primarily due to a single customer order placed in fiscal year 2007 that continues to be shipped in monthly increments during fiscal year 2008. The percentage of unshippable product orders as a result of backorders increased slightly from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008, but is down in comparison to the second through fourth quarters of fiscal year 2007. The following table reflects the percentage of total unshippable product orders that are backorders at the end of each fiscal quarter and our historical trend of total unshippable product orders (calculated on dollars in millions):
                                           
    FY 2008     FY 2007
    Q1     Q4   Q3   Q2   Q1
 
                                         
Total Unshippable Orders
  $ 1.7       $ 1.8     $ 2.1     $ 2.1     $ 1.4  
 
                                         
% of Unshippable Orders that are Backorders
    82.4 %       88.9 %     90.5 %     90.5 %     78.6 %
Calibration services net sales increased $0.3 million, or 6.0% (calculated on dollars in millions), from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008. This increase is attributable to changes that we made in the prior two quarters to our sales organization. In addition, within any quarter, as we add new customers, we also have customers from the prior year whose calibrations may not repeat for any number of factors. Among those factors are the timing of customer periodic calibrations on equipment and repair services, customer capital expenditure budgets, and customer outsourcing decisions. Our first quarter of fiscal year 2008 calibration services sales growth in relation to prior fiscal year quarter comparisons, is as follows (calculated on dollars in millions):
                                           
    FY 2008     FY 2007
    Q1     Q4   Q3   Q2   Q1
           
Service Sales Growth
    6.0 %       12.7 %     4.3 %     6.4 %     6.4 %
Gross Profit:
                 
    First Quarter Ended  
    June 30,     June 24,  
    2007     2006  
Gross Profit:
               
Product
  $ 3.1     $ 2.7  
Service
    1.2       1.2  
 
           
Total
  $ 4.3     $ 3.9  
 
           
Gross profit increased as a percent of net sales from 24.9% in the first quarter of fiscal year 2007 to 26.2% in the first quarter of fiscal year 2008 (calculated on dollars in thousands).
Product gross profit increased $0.4 million, or 14.8% (calculated on dollars in millions) from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008. The $0.4 million increase in product gross profit mirrored our $0.4 million increase in product sales, primarily attributable to the 7.4% (calculated on dollars in thousands) increase in sales to our more profitable, direct channel. In addition, profit within our indirect channel increased slightly from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008, despite declining sales. As a percent of product net sales, product gross profit increased 1.8 points (calculated on dollars in millions) from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008, primarily attributable to the aforementioned increased mix of sales through our direct channel. Other product income, primarily consisting of vendor rebates and cooperative advertising income, remained relatively flat from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008, resulting in a declining percentage of other income as a percentage of product net sales.

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Our product gross profit can be impacted by a number of factors that can impact quarterly comparisons. Among those factors are sales to certain channels that do not support the margins of our core customer base, periodic rebates on purchases discussed above, and cooperative advertising received from suppliers. The following table reflects the quarterly historical trend of our product gross profit as a percent of net sales (calculated on dollars in millions):
                                           
    FY 2008     FY 2007
    Q1     Q4   Q3   Q2   Q1
 
                                         
Product Gross Profit % (1)
    25.0 %       24.0 %     24.0 %     23.7 %     22.1 %
Other Income % (2)
    2.5 %       3.6 %     3.6 %     1.6 %     3.6 %
 
                                         
Product Gross Profit %
    27.5 %       27.6 %     27.6 %     25.3 %     25.7 %
 
                                         
 
(1)   Calculated at net sales less purchase costs divided by net sales.
 
(2)   Includes vendor rebates, cooperative advertising income, freight billed to customers, freight expenses, and direct shipping costs.
Calibration services gross profit dollars remained flat (calculated on dollars in millions) from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008. As a percent of service net sales, service gross profit decreased 1.4 points (calculated on dollars in millions) from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008. Our gross profit percentage for calibration services fluctuates on a quarterly basis due to seasonality of our sales (our fiscal fourth quarter is generally our strongest) and the timing of operating costs associated with our calibration laboratory operations. The following table reflects the quarterly historical trend of our calibration services gross profit as a percent of net sales (calculated on dollars in millions):
                                           
    FY 2008     FY 2007
    Q1     Q4   Q3   Q2   Q1
 
                                         
Service Gross Profit %
    22.6 %       24.2 %     18.4 %     22.0 %     24.0 %
Operating Expenses:
                 
    First Quarter Ended  
    June 30,     June 24,  
    2007     2006  
Operating Expenses:
               
Selling, Marketing and Warehouse
  $ 2.2     $ 2.1  
Administrative
    1.6       1.4  
 
           
Total
  $ 3.8     $ 3.5  
 
           
Operating expenses increased $0.3 million, or 8.6% (calculated on dollars in millions), from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008. Operating expenses as a percent of total net sales increased from 22.7% in the first quarter of fiscal year 2007 to 23.4% in the first quarter fiscal year 2008 (calculated on dollars in thousands). Selling, marketing and warehouse expenses increased $0.1 million, attributable to a combination of increased marketing expense in support of sales activities and employee related expenses. Administrative expenses increased $0.2 million from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008. This was primarily attributable to professional fees and employee related expenses, including benefits. Net periodic benefit costs relating to our defined benefit postretirement health care plans were immaterial in the first quarter of fiscal year 2008.

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Other Expense:
                 
    First Quarter Ended  
    June 30,     June 24,  
    2007     2006  
Other Expense:
               
Interest Expense
  $     $ 0.1  
Other Expense
    0.1       0.1  
 
           
Total
  $ 0.1     $ 0.2  
 
           
Interest expense decreased $0.1 million from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008 as a result of our reduced debt. Other expenses remained consistent from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008.
Taxes:
                 
    First Quarter Ended
    June 30,   June 24,
    2007   2006
 
               
Provision for Income Taxes
  $ 0.1     $ 0.1  
The provision for income taxes and the effective tax rate remained relatively consistent from the first quarter of fiscal year 2007 to the first quarter of fiscal year 2008. When calculating income tax expense, we recognize valuation allowances for deferred tax assets which may not be realized using a “more likely than not” approach.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows. The following table is a summary of our Consolidated Statements of Cash Flows (in thousands):
                 
    First Quarter Ended
    June 30,   June 24,
    2007   2006
 
               
Cash Provided by (Used in):
               
Operating Activities
  $ 1,131     $ (450 )
Investing Activities
    (477 )     (273 )
Financing Activities
    (766 )     998  
Operating Activities: Cash provided by operating activities for the first quarter of fiscal year 2008 was $1.1 million, an increase of approximately $1.6 million (calculated on millions of dollars) when compared to the $0.5 million of cash used in operating activities in the first quarter of fiscal year 2007. The primary driver for the increased cash provided by operating activities in the first quarter fiscal year 2008 compared to the first quarter fiscal year 2007 was $1.6 million more in cash provided by a reduction in receivables. Significant working capital fluctuations were as follows:
    Inventory/Accounts Payable: Our inventory was $0.4 million higher in the first quarter of fiscal year 2008 compared to the first quarter of fiscal year 2007, but has decreased approximately $0.2 million from the fourth quarter of fiscal year 2007. These fluctuations reflect the timing of shipments received at each quarter end. Our increase in accounts payable, as the following table illustrates (dollars in millions), is consistent with the increased inventory:
                 
    June 30,   June 24,
    2007   2006
Accounts Payable
  $ 4.7     $ 4.2  
Inventory, net
  $ 4.2     $ 3.8  
Accounts Payable/Inventory Ratio
    1.12       1.11  

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    Receivables: The decrease in our accounts receivable at the end of our first quarter of fiscal year 2008 compared to the end of the first quarter of fiscal year 2007 is due to improved collection efforts. This improvement had a positive impact on days sales outstanding, as the following table illustrates (dollars in millions):
                 
    June 30,   June 24,
    2007   2006
Net Sales, for the last two fiscal months
  $ 11.7     $ 11.0  
Accounts Receivable, net
  $ 7.3     $ 7.6  
Days Sales Outstanding (based on 60 days)
    37       41  
Investing Activities: The $0.5 million of cash used in investing activities in the first quarter of fiscal year 2008, an increase of approximately $0.2 million when compared to the first quarter of fiscal year 2007, resulted from capital expenditures, primarily for our calibration laboratories.
Financing Activities: The $3.3 million decrease in our overall debt, as shown in the table below, is primarily the result of the $4.2 million in cash provided by operating activities during the second quarter of fiscal year 2007 through the first quarter of fiscal year 2008. During the first quarter of fiscal year 2008, we reduced our overall debt by $0.9 million, primarily due to $1.1 million in cash provided by operating activities during the same period. See Note 2 to our Consolidated Financial Statements for further information regarding our debt.
                 
    June 30,     June 24,  
    2007     2006  
Total Debt
  $ 2.0     $ 5.3  
 
           
Debt. On November 21, 2006, we entered into a Credit Agreement (the “Chase Credit Agreement”) with JPMorgan Chase Bank, N.A. The Chase Credit Agreement provides for a three-year revolving credit facility in the amount of $10 million. The Chase Credit Agreement replaced our Amended and Restated Loan and Security Agreement dated November 1, 2004, as further amended, with GMAC Commercial Finance LLC.
The Chase Credit Agreement has certain covenants with which we must comply, including a fixed charge ratio covenant and a leverage ratio covenant. We were in compliance with all loan covenants and requirements throughout the first quarter of fiscal year 2008. We expect to meet the covenants on an on-going basis.
See Note 2 of our Consolidated Financial Statements for more information on our debt. See Item 3, Quantitative and Qualitative Disclosures about Market Risk, of this report for a discussion of interest rates on our debt.
OUTLOOK
Sales increased in both Distribution Products and Calibration Services during in the first quarter of fiscal year 2008, and we expect continued growth for the balance of the year.
Within our Distribution Products segment, we expect net sales within our direct channel to continue to grow on a year-over-year basis. At the same time, sales in our indirect channel should continue to decline when compared to the prior year. With the increasing mix of sales into our more profitable direct channel, we should continue to experience year-over-year product gross profit improvement.
Within our Calibration Services segment, we anticipate continued sales growth for the remainder of fiscal year 2008. We expect sales growth to out pace our growth in cost of services sold. This expected sales growth, coupled with the investments we have made in service capacity over the past few years, should lead to expansion of our Calibration Services gross profit margins for the full fiscal year 2008 when compared to fiscal year 2007.
For the remainder of fiscal year 2008, we will continue to focus on revenue growth in both segments with resulting profit expansion. We continue to believe that our best approach to revenue growth is cross-selling our Distribution Products and Calibration Services. We will continue to utilize this core strategy, which provides significant value to our customers and gives us both competitive advantages and operating efficiencies.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATES
Our exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by less than $0.1 million assuming our average-borrowing levels remained constant. On June 30, 2007 and June 24, 2006, we had no hedging arrangements in place to limit our exposure to upward movements in interest rates.
Under our Chase Credit Agreement described in Note 2 of our Consolidated Financial Statements, interest is adjusted on a quarterly basis based upon our calculated leverage ratio. The base rate, as defined in the Chase Credit Agreement, and the London Interbank Offered Rate as of June 30, 2007 were 8.3% and 5.3%, respectively. Our interest rate for the first quarter of fiscal year 2008 ranged from 6.0% to 7.6%.
FOREIGN CURRENCY
Approximately 90% of our net sales for the quarters ended June 30, 2007 and June 24, 2006 were denominated in United States dollars, with the remainder denominated in Canadian dollars. A 10% change in the value of the Canadian dollar to the United States dollar would impact our net sales by approximately 1%. We monitor the relationship between the United States and Canadian currencies on a continuous basis and adjust sales prices for products and services sold in Canadian dollars as we believe to be appropriate. On June 30, 2007 and June 24, 2006, we had no hedging arrangements in place to limit our exposure to foreign currency fluctuations.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer, President and Chief Operating Officer (our principal executive officer) and our Vice President of Finance and Chief Financial Officer (our principal financial officer) evaluated our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer, President and Chief Operating Officer and our Vice President of Finance and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date.
(b) Changes in Internal Controls over Financial Reporting. There has been no change in our internal control over financial reporting that occurred during the last fiscal quarter covered by this quarterly report (our first fiscal quarter) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
See Index to Exhibits.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
    TRANSCAT, INC.
 
 
Date: August 14, 2007     /s/ Charles P. Hadeed  
    Charles P. Hadeed   
    Chief Executive Officer, President and Chief Operating Officer   
 
     
Date: August 14, 2007     /s/ John J. Zimmer  
    John J. Zimmer   
    Vice President of Finance and Chief Financial Officer   

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INDEX TO EXHIBITS
(10)   Material Contracts
  10.1   Certain compensation information for Carl E. Sassano, Executive Chairman of the Board of the Company, and Charles P. Hadeed, Chief Executive Officer, President and Chief Operating Officer of the Company, is incorporated herein by reference from the Company’s Current Report on Form 8-K dated April 10, 2007.
 
  10.2   Certain compensation information for the named executive officers of the Company is incorporated herein by reference from the Company’s Current Report on Form 8-K dated May 21, 2007.
(31)   Rule 13a-14(a)/15d-14(a) Certifications
  31.1   Certification of Chief Executive Officer
 
  31.2   Certification of Chief Financial Officer
(32)   Section 1350 Certifications
  32.1   Section 1350 Certifications

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