##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
      FORM 10-K
  (Mark one)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended: March 26,
    2011oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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

Name of each exchange on which registeredCommon Stock, $0.50 par value

NASDAQ Global Market (effective June 13, 2011)   Securities
    registered pursuant to section 12(g) of the Act: None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer o

Smaller reporting
    company þ(Do not check if a smaller reporting
    company)   Rule 12b-2 o þ




---



##### 





DOCUMENTS
    INCORPORATED BY REFERENCE
    TABLE OF
    CONTENTS
  
   Page(s)Part IItem 1.

Business

1-11Item 1A.

Risk Factors

12-14Item 1B.

Unresolved Staff Comments

14Item 2.

Properties

15Item 3.

Legal Proceedings

15Item 4.

(Removed and Reserved)

15Part IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities

15-16Item 6.

Selected Financial Data

16-17Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations

17-30Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk

30Item 8.

Financial Statements and Supplementary Data

31-52Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure

54Item 9A.

Controls and Procedures

54Item 9B.

Other Information

54Part IIIItem 10.

Directors, Executive Officers and Corporate
    Governance

55Item 11.

Executive Compensation

55Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters

55Item 13.

Certain Relationships and Related Transactions,
    and Director Independence

55Item 14.

Principal Accountant Fees and Services

56Part IVItem 15.

Exhibits and Financial Statement Schedules

56Signatures



57Index to Exhibits

58-60EX-10.22EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



PART I  ITEM 1.
    BUSINESS  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, including, among other things, the risks
    and uncertainties identified by us below under Risk
    Factors in Item IA of Part I of this report.
    Therefore, our actual results and outcomes may materially differ
    from those expressed or forecast 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.
  BUSINESS
    OVERVIEW
    
    The pharmaceutical industry and FDA-regulated (such as food and
    beverage) businesses;
    Industrial manufacturing companies;
    The energy industry and power, natural gas and water utility
    companies;
    The chemical process industry; and
    Other industries which require accuracy in their processes and
    confirmation of the capabilities of their equipment.        ® ®
 1




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##### Table of Contents



® ®
    ®
  585-352-7777.
  OUR
    STRATEGY
      and/or
  and/or
    ACQUISITIONS
     2




---



##### Table of Contents



SEGMENTS
      FY 2011


FY 2010


FY 2009United States


90
%


90
%


89
%Canada


7
%


7
%


7
%Other International


3
%


3
%


4
%Total


100
%


100
%


100
%   PRODUCT
    SEGMENT
  Summary.
  back-up
   3




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##### Table of Contents



Marketing and Sales.
  e-newsletters,
  e-newsletters
        Competition.
 4




---



##### Table of Contents



Suppliers and Purchasing.
    Operations.
  Distribution.
    Exclusivity Agreement with Fluke.
  Backlog.
 5




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##### Table of Contents



SERVICE
    SEGMENT
  Summary.
      Strategy.
    1)
    If a company wishes to outsource its calibration needs, we offer
    an Integrated Calibration Services Solution that
    provides a complete wrap-around service which includes: 
    program management;
    calibration;
    logistics; and
    consultation services. 6




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##### Table of Contents



2)
    If a company has an in-house calibration operation, we can
    provide: 
    calibration of primary standards;
    overflow capability either
    on-site or
    at one of our Calibration Centers of Excellence during periods
    of high demand; and
    consultation and training services.    CalTrak®. ® ®
    Marketing and Sales. and/or
    FY 2011


FY 2010


FY 2009Pharmaceutical/FDA-Regulated


35
%


37
%


38
%Industrial Manufacturing


23
%


22
%


25
%Energy/Utilities


18
%


20
%


15
%Chemical Manufacturing


9
%


8
%


9
%Other


15
%


13
%


13
%Total


100
%


100
%


100
%   Competition.
 7




---



##### Table of Contents



Quality.
  and/or
   8




---



##### Table of Contents



WORKING-LEVEL CAPABILITIES:
  Electrical Metrology Disciplines

Dimensional Metrology DisciplinesDirect











PartsCurrent/

High









Inspection,Alternating

Frequency/









GeometricCurrent

Ultra

Radio







Dimensioning- Low

- High

Frequency/

Luminance/





& Tolerancing,Frequency

Frequency

Microwave

Illuminance

Length

Optics

3-D MetrologyBoston

A

A





ACharlotte

A

A





ADayton

A

A





A

AHouston

A

A

A



A

N

ALincoln

A







AAnaheim

A

A

A



A

NOttawa

A

A

A



ACherry Hill

A

A



A

A

APortland

A

A





A



ARochester

A

A





A

A

ASan Juan

A

A





ASt. Louis

A

A





AToronto

P

P

P   Physical Metrology DisciplinesParticle



Gas

Relative

Mass

Pressure,Flow

Counters

Force

Analysis

Humidity

Weight

VacuumBoston





A



A

A

NCharlotte





A

N

A

A

ADayton





A



A

A

AHouston





A





A

ALincoln













AAnaheim





A



A

A

AOttawa





A



A

A

ACherry Hill

A



A

N

A

A

APortland





A



A

A

ARochester



N

A



A

A

ASan Juan





A



A

A

ASt. Louis





A



A

A

AToronto



NWisconsin(1)





A





A   Physical Metrology Disciplines (continued)

Life Sciences DisciplinesRevolutionsPer Minute,

Vibration,



Chemical/Torque

Temperature

Speed

Acceleration

Biomedical

Biological

PharmaceuticalBoston

A

A

A





NCharlotte

A

A

A





NDayton

A

A

A





NHouston

A

A

A





NLincoln

A

AAnaheim

A

A

A



N

N

NOttawa

A

A

ACherry Hill

A

A

A

A

N

N

NPortland

A

A

A





NRochester

A

A

A



N

N

NSan Juan



A

ASt. Louis

A

A

A





NToronto

P

P

P  9




---



##### Table of Contents



REFERENCE-LEVEL CAPABILITIES:
  Pressure/Dimensional

Electrical

Humidity

Mass

Vacuum

TemperatureStandards

Standards

Standards

Standards

Standards

StandardsCharlotte

A



ADayton

A









AHouston

A

A





ACherry Hill





A

A

A

APortland

A



ARochester

A



ASan Juan





A

A     (1)
    
    Wisconsin operations regionally headquartered in Milwaukee (New
    Berlin), with locations in Madison and Green Bay, includes
    calibration of legal for trade (NIST Handbook 44) and
    industrial scales (heavy capacity, medium capacity, small
    capacity, vehicle, livestock, hopper, belt, platform, bench,
    counting, laboratory balances, etc.)  CUSTOMER
    SERVICE AND SUPPORT
        
    Mail to Transcat, Inc., 35 Vantage Point Drive, Rochester, NY
    14624;
    Fax at
    1-800-395-0543;
    Telephone at
    1-800-828-1470;
    Email at sales@transcat.com; or
    Our website at transcat.com.  INFORMATION
    REGARDING EXPORT SALES
    INFORMATION
    SYSTEMS
   10




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##### Table of Contents



SEASONALITY
    ENVIRONMENTAL
    MATTERS
    EMPLOYEES
    EXECUTIVE
    OFFICERS
    Name

Age

PositionCharles P. Hadeed


61


President, Chief Executive Officer and Chief Operating OfficerJohn J. Zimmer


52


Vice President of Finance and Chief Financial OfficerMichael P. Craig


57


Vice President of Human ResourcesJohn P. Hennessy


62


Vice President of Sales and MarketingRainer Stellrecht


60


Vice President of Laboratory OperationsLori L. Drescher


51


Vice President Sales OperationsJay F. Woychick


54


Vice President of Wind Energy Commercial Operations and Vendor
    RelationsDerek C. Hurlburt


42


Corporate Controller   AVAILABLE
    INFORMATION
    Form 10-K, Form 10-Q, Form 8-K
   11




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##### Table of Contents



ITEM 1A.
    RISK
    FACTORS    A Continuation Or Worsening Of The Recent Economic
    Recession May Adversely Affect Our Results Of Operations And
    Liquidity.
  We Depend On Manufacturers To Supply Our Inventory And
    Rely On One Vendor Group To Supply A Significant Amount Of Our
    Inventory Purchases. If They Fail To Provide Desired Products To
    Us, Increase Prices, Or Fail To Timely Deliver Products, Our
    Revenue And Gross Profit Could Suffer. and/or
  Our Future Success May Be Affected By Future
    Indebtedness.
 12




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##### Table of Contents



If Existing Shareholders Sell Large Numbers Of Shares Of
    Our Common Stock, Our Stock Price Could
    Decline.
  Our Stock Price Has Been, And May Continue To Be,
    Volatile.
 
    Developments in our relationships with current or future
    manufacturers of products we distribute;
    Announcements by us or our competitors of significant
    acquisitions, strategic partnerships, joint ventures or capital
    commitments;
    Litigation or governmental proceedings or announcements
    involving us or our industry;
    Economic and other external factors, such as disasters or other
    crises;
    Sales of our common stock or other securities in the open market;
    Period-to-period
    fluctuations in our operating results; and
    Our ability to satisfy our debt obligations.  We Expect That Our Quarterly Results Of Operations Will
    Fluctuate. Such Fluctuation Could Cause Our Stock Price To
    Decline.
 
    Fluctuations in industrial demand for products we sell
    and/or
    services we provide; and
    Fluctuations in geographic conditions, including currency and
    other economic conditions.  Changes In Accounting Standards, Legal Requirements And
    The Nasdaq Stock Market Listing Standards, Or Our Ability To
    Comply With Any Existing Requirements Or Standards, Could
    Adversely Affect Our Operating
    Results.
  The Distribution Products Industry Is Highly Competitive,
    And We May Not Be Able To Compete
    Successfully.
 13




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##### Table of Contents



If We Fail To Attract Qualified Personnel, We May Not Be
    Able To Achieve Our Stated Corporate
    Objectives.
  Our Revenue Depends On Retaining Capable Sales Personnel
    As Well As Our Relationships With Key Customers, Key Vendors And
    Manufacturers Of The Products That We
    Distribute.
  Our Future Success Is Substantially Dependent Upon Our
    Senior Management.
  Our Acquisitions Or Future Acquisition Efforts, Which Are
    Important To Our Growth, May Not Be Successful, Which May Limit
    Our Growth Or Adversely Affect Our Results Of Operations And
    Financial Condition.
  The Financing Of Any Future Acquisitions We Make May
    Result In Dilution To Your Stock Ownership
    And/or Could
    Increase Our Leverage And Our Risk Of Defaulting On Our Bank
    Debt.
  Tax Legislation Initiatives Could Adversely Affect The
    Companys Net Earnings And Tax
    Liabilities.
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   14




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##### Table of Contents



ITEM 2.
    PROPERTIES    ApproximateProperty

Location

Square FootageCorporate Headquarters, Product Distribution Center and
    Calibration Laboratory

Rochester, NY


37,250Calibration Laboratory

Anaheim, CA


4,000Calibration Laboratory

Boston, MA


4,000Calibration Laboratory

Charlotte, NC


4,860Calibration Laboratory

Cherry Hill, NJ


8,550Calibration Laboratory

Dayton, OH


9,000Calibration Laboratory

Houston, TX


10,333Calibration Laboratory

Ottawa, ON


3,990Calibration Laboratory

Toronto, ON


2,070Calibration Laboratory and Product Distribution Center

Portland, OR


12,600Calibration Laboratory

San Juan, PR


1,560Calibration Laboratory

St. Louis, MO


4,000Service Center and Warehouse

New Berlin, WI


16,000Service Center

Green Bay, WI


3,320Service Center and Warehouse

Madison, WI


7,670Calibration Laboratory and Warehouse(1)

Lincoln, MT


11,406     (1)
    
    Properties purchased in conjunction with our acquisition of WTT    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    (REMOVED
    AND RESERVED) PART II ITEM 5.  MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES     15




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##### Table of Contents



PRICE
    RANGE OF COMMON STOCK
    First

Second

Third

FourthQuarter

Quarter

Quarter

QuarterFiscal Year 2011:High

$
7.50


$
7.89


$
7.90


$
8.75Low

$
6.54


$
6.25


$
6.38


$
6.96Fiscal Year 2010:High

$
6.20


$
7.87


$
7.21


$
8.55Low

$
4.12


$
4.40


$
4.09


$
5.51   DIVIDENDS
    ITEM 6.
    SELECTED
    FINANCIAL DATA    FY 2011


FY 2010


FY 2009


FY 2008


FY 2007Statements of Operations Data:Net Revenues

$
91,186


$
81,061


$
75,419


$
70,453


$
66,473Cost of Products and Services Sold


67,888



61,767



56,617



51,912



49,860Gross Profit


23,298



19,294



18,748



18,541



16,613Operating Expenses


18,711



16,913



16,062



15,258



14,264Gain on TPG Divestiture(1)


















(1,544
)Operating Income


4,587



2,381



2,686



3,283



3,893Interest Expense


73



63



100



101



334Other Expense, net


32



35



67



437



283Income Before Income Taxes


4,482



2,283



2,519



2,745



3,276Provision for Income Taxes


1,694



832



963



382



1,217Net Income

$
2,788


$
1,451


$
1,556


$
2,363


$
2,059Share Data:Basic Earnings Per Share

$
0.38


$
0.20


$
0.21


$
0.33


$
0.30Basic Average Shares Outstanding


7,290



7,352



7,304



7,132



6,914Diluted Earnings Per Share

$
0.37


$
0.19


$
0.21


$
0.32


$
0.28Diluted Average Shares Outstanding


7,521



7,549



7,469



7,272



7,335Closing Price Per Share

$
8.00


$
7.14


$
4.90


$
5.50


$
5.25   16




---



##### Table of Contents



As of or for the Fiscal Years EndedMarch 26,

March 27,

March 28,

March 29,

March 31,2011

2010

2009

2008

2007Balance Sheets and Working Capital Data:Inventory, net

$
7,571


$
5,906


$
4,887


$
5,442


$
4,336Property and Equipment, net


5,253



4,163



4,174



3,211



2,814Goodwill


11,666



10,038



7,923



2,967



2,967Total Assets


41,360



35,713



29,391



24,344



22,422Depreciation and Amortization


2,293



2,080



1,897



1,761



1,622Capital Expenditures


1,647



1,128



1,775



1,505



1,194Long-Term Debt


5,253



2,532



3,559



302



2,900Shareholders Equity


23,329



20,257



18,619



15,117



11,229     (1)
    
    In fiscal year 2007, we recognized a previously deferred pre-tax
    gain of $1.5 million from the sale of Transmation Products
    Group to Fluke in March 2002. ITEM 7.  MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  OVERVIEW
  Operational Overview.
      Year-over-year
      Financial Overview.
  
    Fiscal year 2011 operating results include a full year of
    operations from United Scale, whereas, fiscal year 2010
    operating results included those of United Scale from the date
    of acquisition on January 27, 2010.
    Fiscal year 2011 operating results include those of TMetrix and
    WTT, which were acquired on November 1, 2010 and
    January 11, 2011, respectively. 17




---



##### Table of Contents



CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    Use of Estimates.
  Accounts Receivable. and/or
  Inventory.
 18




---



##### Table of Contents



Property and Equipment, Depreciation and
    Amortization.
  YearsMachinery, Equipment, and Software


2 - 6Furniture and Fixtures


3 - 10Leasehold Improvements


2 - 10Buildings


39     Goodwill and Intangible Assets.
  Catalog Costs.
  Deferred Taxes.
  Stock-Based Compensation.
   19




---



##### Table of Contents



Revenue Recognition. and/or
  Off-Balance Sheet Arrangements.
  Reclassification of Amounts.
 20




---



##### Table of Contents



RESULTS
    OF OPERATIONS
    FY 2011


FY 2010


FY 2009Gross Profit Percentage:Product Gross Profit


25.7
%


23.4
%


25.4
%Service Gross Profit


25.3
%


24.5
%


23.7
%Total Gross Profit


25.5
%


23.8
%


24.9
%As a Percentage of Total Net Revenue:Product Sales


65.6
%


65.6
%


68.3
%Service Revenue


34.4
%


34.4
%


31.7
%Total Net Revenue


100.0
%


100.0
%


100.0
%Selling, Marketing and Warehouse Expenses


12.9
%


13.2
%


13.2
%Administrative Expenses


7.6
%


7.7
%


8.1
%Total Operating Expenses


20.5
%


20.9
%


21.3
%Operating Income


5.0
%


2.9
%


3.6
%Interest Expense


0.1
%


0.1
%


0.1
%Other Expense










0.1
%Total Other Expense


0.1
%


0.1
%


0.2
%Income Before Income Taxes


4.9
%


2.8
%


3.4
%Provision for Income Taxes


1.9
%


1.0
%


1.3
%Net Income


3.0
%


1.8
%


2.1
%   FISCAL YEAR ENDED MARCH 26, 2011 COMPARED TO FISCAL YEAR
    ENDED MARCH 27, 2010 (dollars in thousands):
  Revenue:
  For the Years EndedMarch 26,


March 27,2011


2010Net Revenue:Product

$
59,862


$
53,143Service


31,324



27,918Total

$
91,186


$
81,061     Year-over-year
  FY 2011



FY 2010Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Product Sales Growth (Decline)


14.5
%


9.1
%


12.5
%


15.1
%



20.5
%


8.5
%


(7.6
)%


(8.5
%)  21




---



##### Table of Contents



FY 2011



FY 2010Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Product Sales Per Business Day

$
263


$
267


$
214


$
203



$
230


$
249


$
190


$
176     FY 2011



FY 2010Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Percent of Net Sales:Direct


73.5
%


75.2
%


73.5
%


74.3
%



75.2
%


70.8
%


77.5
%


75.2
%Reseller


24.9
%


23.3
%


24.9
%


24.1
%



23.2
%


27.8
%


21.1
%


23.3
%Freight Billed to Customer


1.6
%


1.5
%


1.6
%


1.6
%



1.6
%


1.4
%


1.4
%


1.5
%100.0
%


100.0
%


100.0
%


100.0
%



100.0
%


100.0
%


100.0
%


100.0
%   Year-over-year
  FY 2011


FY 2010Q4

Q3

Q2

Q1


Q4

Q3

Q2

Q1Total Pending Product Shipments

$
2,784


$
2,976


$
2,347


$
2,242



$
2,117


$
2,692


$
2,226


$
1,825% of Pending Product Shipments that are Backorders


70.1
%


74.6
%


68.3
%


67.4
%



78.6
%


74.9
%


71.2
%


60.6
%   quarter-to-quarter
 22




---



##### Table of Contents



FY 2011



FY 2010Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Service Revenue Growth


1.0
%


10.3
%


14.1
%


28.8
%



30.6
%


10.7
%


15.5
%


7.2
%     FY 2011



FY 2010Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Percent of Service Revenue:Depot/Onsite


78.2
%


77.6
%


77.9
%


74.4
%



75.9
%


73.5
%


77.3
%


79.3
%Outsourced


19.3
%


20.0
%


19.8
%


23.3
%



21.6
%


24.0
%


20.2
%


18.2
%Freight Billed to Customers


2.5
%


2.4
%


2.3
%


2.3
%



2.5
%


2.5
%


2.5
%


2.5
%100.0
%


100.0
%


100.0
%


100.0
%



100.0
%


100.0
%


100.0
%


100.0
%   Gross Profit:
  For the Years EndedMarch 26,


March 27,2011


2010Gross Profit:Product

$
15,366


$
12,442Service


7,932



6,852Total

$
23,298


$
19,294        23




---



##### Table of Contents



FY 2011



FY 2010Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Channel Gross Profit %  Direct(1)


24.7
%


25.2
%


25.5
%


25.0
%



24.7
%


23.1
%


23.2
%


24.3
%Channel Gross Profit %  Reseller(1)


15.3
%


16.2
%


16.6
%


16.9
%



16.0
%


15.0
%


15.6
%


17.0
%Channel Gross Profit %  Combined(2)


22.4
%


23.1
%


23.3
%


23.0
%



22.6
%


20.8
%


21.6
%


22.6
%Other Items %(3)


2.6
%


3.7
%


0.5
%


4.0
%



3.1
%


1.2
%


0.7
%


0.9
%Total Product Gross Profit %


25.0
%


26.8
%


23.8
%


27.0
%



25.7
%


22.0
%


22.3
%


23.5
%     (1)
    
    Channel gross profit % calculated as net sales less purchase
    costs divided by net sales.(2)
    
    Represents aggregate gross profit % for direct and reseller
    channels, calculated as net sales less purchase cost divided by
    net sales.(3)
    
    Includes vendor rebates, cooperative advertising income, freight
    billed to customers, freight expenses, and direct shipping costs.    FY 2011



FY 2010Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Service Gross Profit Dollar Growth


2.5
%


10.0
%


16.4
%


50.1
%



25.4
%


15.0
%


25.5
%


2.9
%   Operating
    Expenses:
  For the Years EndedMarch 26,


March 27,2011


2010Operating Expenses:Selling, Marketing and Warehouse

$
11,756


$
10,682Administrative


6,955



6,231Total

$
18,711


$
16,913     Taxes:
  For the Years EndedMarch 26,


March 27,2011


2010Provision for Income Taxes

$
1,694


$
832  24




---



##### Table of Contents



FISCAL YEAR ENDED MARCH 27, 2010 COMPARED TO FISCAL YEAR
    ENDED MARCH 28, 2009 (dollars in thousands):
  Revenue:
  For the Years EndedMarch 27,


March 28,2010


2009Net Revenue:Product

$
53,143


$
51,480Service


27,918



23,939Total

$
81,061


$
75,419     Year-over-year
  FY 2010



FY 2009Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Product Sales Growth (Decline)


20.5
%


8.5
%


(7.6
)%


(8.5
)%



(1.4
)%


7.6
%


15.5
%


12.7
%     FY 2010



FY 2009Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Product Sales Per Business Day

$
230


$
249


$
190


$
176



$
191


$
226


$
206


$
192   year-over-year
  FY 2010



FY 2009Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Percent of Net Sales:Direct


75.2
%


70.8
%


77.5
%


75.2
%



77.0
%


72.7
%


71.1
%


74.1
%Reseller


23.2
%


27.8
%


21.1
%


23.3
%



21.6
%


26.1
%


27.3
%


24.3
%Freight Billed to Customer


1.6
%


1.4
%


1.4
%


1.5
%



1.4
%


1.2
%


1.6
%


1.6
%100.0
%


100.0
%


100.0
%


100.0
%



100.0
%


100.0
%


100.0
%


100.0
%  25




---



##### Table of Contents



FY 2010


FY 2009Q4

Q3

Q2

Q1


Q4

Q3

Q2

Q1Total Pending Product Shipments

$
2,117


$
2,692


$
2,226


$
1,825



$
1,569


$
2,039


$
1,671


$
1,830% of Pending Product Shipments that are Backorders


78.6
%


74.9
%


71.2
%


60.6
%



65.4
%


72.9
%


61.8
%


59.9
%   quarter-to-quarter
  FY 2010



FY 2009Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Service Revenue Growth (Decline)


30.6
%


10.7
%


15.5
%


7.2
%



(0.9
)%


10.3
%


4.5
%


5.3
%    26




---



##### Table of Contents



FY 2010



FY 2009Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Percent of Service Revenue:Depot/Onsite


75.9
%


73.5
%


77.3
%


79.3
%



81.2
%


78.5
%


78.6
%


80.8
%Outsourced


21.6
%


24.0
%


20.2
%


18.2
%



15.8
%


18.2
%


18.8
%


16.4
%Freight Billed to Customers


2.5
%


2.5
%


2.5
%


2.5
%



3.0
%


3.3
%


2.6
%


2.8
%100.0
%


100.0
%


100.0
%


100.0
%



100.0
%


100.0
%


100.0
%


100.0
%   Gross Profit:
  For the Years EndedMarch 27,


March 28,2010


2009Gross Profit:Product

$
12,442


$
13,070Service


6,852



5,678Total

$
19,294


$
18,748       point-of-sale
  FY 2010



FY 2009Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Channel Gross Profit %  Direct(1)


24.7
%


23.1
%


23.2
%


24.3
%



24.0
%


24.6
%


26.5
%


25.8
%Channel Gross Profit %  Reseller(1)


16.0
%


15.0
%


15.6
%


17.0
%



18.7
%


17.8
%


18.3
%


18.2
%Channel Gross Profit %  Combined(2)


22.6
%


20.8
%


21.6
%


22.6
%



22.8
%


22.8
%


24.2
%


23.9
%Other Items %(3)


3.1
%


1.2
%


0.7
%


0.9
%



1.2
%


1.6
%


1.8
%


3.4
%Total Product Gross Profit %


25.7
%


22.0
%


22.3
%


23.5
%



24.0
%


24.4
%


26.0
%


27.3
%     (1)
    
    Channel gross profit % calculated as net sales less purchase
    costs divided by net sales. 27




---



##### Table of Contents



(2)
    
    Represents aggregate gross profit % for direct and reseller
    channels, calculated as net sales less purchase cost divided by
    net sales.(3)
    
    Includes vendor rebates, cooperative advertising income, freight
    billed to customers, freight expenses, and direct shipping costs.    FY 2010



FY 2009Q4


Q3


Q2


Q1



Q4


Q3


Q2


Q1Service Gross Profit Dollar Growth (Decline)


25.4
%


15.0
%


25.5
%


2.9
%



5.7
%


16.8
%


4.8
%


(0.3
%)   Operating
    Expenses:
  For the Years EndedMarch 27,


March 28,2010


2009Operating Expenses:Selling, Marketing and Warehouse

$
10,682


$
9,935Administrative


6,231



6,127Total

$
16,913


$
16,062   year-over-year
  Taxes:
  For the Years EndedMarch 27,


March 28,2010


2009Provision for Income Taxes

$
832


$
963     LIQUIDITY
    AND CAPITAL RESOURCES
   28




---



##### Table of Contents



Cash Flows.
  For the Years EndedMarch 26,

March 27,2011

2010Cash Provided by (Used in):Operating Activities

$
2,573


$
5,649Investing Activities


(5,074
)


(4,139
)Financing Activities


2,422



(1,469
)   Operating Activities:
  
    Inventory/Accounts Payable:  Inventory balance at
    March 26, 2011 was $7.6 million, an increase of
    $1.7 million when compared to $5.9 million on-hand at
    March 27, 2010. The increase was partly due to a strategic
    decision to maintain higher inventory levels of specific,
    higher-volume products, in support of greater sales growth and
    in an effort to reduce future backorder issues similar to those
    experienced at times during fiscal year 2010. In general, our
    accounts payable balance increases or decreases as a result of
    timing of vendor payments for inventory receipts. However, this
    correlation may vary at a quarter-end due to the timing of
    vendor payments for inventory receipts and inventory shipped
    directly to customers, as well as the timing of product sales.
    In fiscal year 2011, inventory increased and payables decreased
    primarily due to the timing of inventory purchases. Inventory
    was purchased near the end of fiscal year 2010 which was paid
    for in fiscal year 2011.
    Receivables:  We continue to generate positive
    operating cash flows and maintain strong collections on our
    accounts receivable.    March 26,

March 27,2011

2010Net Sales, for the last two fiscal months

$
19,305


$
17,824Accounts Receivable, net

$
12,064


$
11,439Days Sales Outstanding


37



39
   Investing Activities:
  Financing Activities:
 29




---



##### Table of Contents



Contractual Obligations and Commercial
    Commitments.
  Payments Due By PeriodLess than


1-3


3-5


More than1 Year


Years


Years


5 Years


TotalRevolving Line of Credit(1)

$



$
5.3


$



$



$
5.3Operating Leases


1.3



1.8



1.1



1.1



5.3Total Contractual Cash Obligations

$
1.3


$
7.1


$
1.1


$
1.1


$
10.6     (1)
    
    Due to the uncertainty of forecasting expected variable rate
    interest payments, this amount excludes interest portion of the
    debt obligation.  OUTLOOK
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  INTEREST
    RATES
      FOREIGN
    CURRENCY
     30




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##### Table of Contents



ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  INDEX
  Page(s)Report of Independent Registered Public
    Accounting Firm


32Consolidated Financial StatementsStatements of Operations and Comprehensive Income
    for the Years Ended March 26, 2011, March 27, 2010 and
    March 28, 2009


33Balance Sheets as of March 26, 2011 and
    March 27, 2010


34Statements of Cash Flows for the Years Ended
    March 26, 2011, March 27, 2010 and March 28,
    2009


35Statements of Shareholders Equity for the
    Years Ended March 26, 2011, March 27, 2010 and
    March 28, 2009


36Notes to Consolidated Financial Statements


37-52Schedule II  Valuation and
    Qualifying Accounts for the Years Ended March 26,
    2011 March 27, 2010 and March 28, 2009


53  31




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                    32




---



##### Table of Contents



TRANSCAT,
    INC.CONSOLIDATED STATEMENTS OF
    OPERATIONS AND COMPREHENSIVE INCOME (In
    Thousands, Except Per Share Amounts)
  For the Years EndedMarch 26,


March 27,


March 28,2011


2010


2009Product Sales

$
59,862


$
53,143


$
51,480Service Revenue


31,324



27,918



23,939Net Revenue


91,186



81,061



75,419Cost of Products Sold


44,496



40,701



38,410Cost of Services Sold


23,392



21,066



18,261Total Cost of Products and Services Sold


67,888



61,767



56,671Gross Profit


23,298



19,294



18,748Selling, Marketing and Warehouse Expenses


11,756



10,682



9,935Administrative Expenses


6,955



6,231



6,127Total Operating Expenses


18,711



16,913



16,062Operating Income


4,587



2,381



2,686Interest Expense


73



63



100Other Expense, net


32



35



67Total Other Expense


105



98



167Income Before Income Taxes


4,482



2,283



2,519Provision for Income Taxes


1,694



832



963Net Income


2,788



1,451



1,556Other Comprehensive Income (Loss)


103



62



(116
)Comprehensive Income

$
2,891


$
1,513


$
1,440Basic Earnings Per Share

$
0.38


$
0.20


$
0.21Average Shares Outstanding


7,290



7,352



7,304Diluted Earnings Per Share

$
0.37


$
0.19


$
0.21Average Shares Outstanding


7,521



7,549



7,469    33




---



##### Table of Contents



TRANSCAT,
    INC.CONSOLIDATED BALANCE SHEETS (In
    Thousands, Except Share and Per Share Amounts)
  March 26,


March 27,2011


2010ASSETSCurrent Assets:Cash

$
32


$
123Accounts Receivable, less allowance for doubtful accounts of $73
    and $82 as of March 26, 2011 and March 27, 2010,
    respectively


12,064



11,439Other Receivables


617



418Inventory, net


7,571



5,906Prepaid Expenses and Other Current Assets


840



915Deferred Tax Asset


631



566Total Current Assets


21,755



19,367Property and Equipment, net


5,253



4,163Goodwill


11,666



10,038Intangible Assets, net


1,982



1,234Deferred Tax Asset


296



533Other Assets


408



378Total Assets

$
41,360


$
35,713LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts Payable

$
8,241


$
8,798Accrued Compensation and Other Liabilities


3,579



3,171Income Taxes Payable


208



251Total Current Liabilities


12,028



12,220Long-Term Debt


5,253



2,532Other Liabilities


750



704Total Liabilities


18,031



15,456Shareholders Equity:Common Stock, par value $0.50 per share, 30,000,000 shares
    authorized;7,759,580 and 7,698,450 shares issued as of March 26,
    2011 and March 27, 2010, respectively; 7,260,798 and
    7,279,668 shares outstanding as of March 26, 2011 and
    March 27, 2010, respectively


3,880



3,849Capital in Excess of Par Value


10,066



9,357Accumulated Other Comprehensive Income


485



382Retained Earnings


11,092



8,304Less: Treasury Stock, at cost, 498,782 and 418,782 shares
    as of March 26, 2011 and March 27, 2010, respectively


(2,194
)


(1,635
)Total Shareholders Equity


23,329



20,257Total Liabilities and Shareholders Equity

$
41,360


$
35,713    34




---



##### Table of Contents



TRANSCAT,
    INC.CONSOLIDATED STATEMENTS OF CASH
    FLOWS (In
    Thousands)
  For the Years EndedMarch 26,


March 27,


March 28,2011


2010


2009Cash Flows from Operating Activities:Net Income

$
2,788


$
1,451


$
1,556Adjustments to Reconcile Net Income to Net Cash Provided byOperating Activities:Deferred Income Taxes


138



35



246Depreciation and Amortization


2,293



2,080



1,897Provision for Accounts Receivable and Inventory Reserves


158



133



304Stock-Based Compensation Expense


428



579



666Change in Contingent Consideration


(97
)






Changes in Assets and Liabilities, net of acquisitions:Accounts Receivable and Other Receivables


(357
)


(2,453
)


1,418Inventory


(1,269
)


(669
)


836Prepaid Expenses and Other Assets


(458
)


(707
)


(694
)Accounts Payable


(1,720
)


3,639



(1,585
)Accrued Compensation and Other Liabilities


724



1,529



(789
)Income Taxes Payable


(55
)


32



(39
)Net Cash Provided by Operating Activities


2,573



5,649



3,816Cash Flows from Investing Activities:Purchase of Property and Equipment


(1,647
)


(1,128
)


(1,775
)Payments of Contingent Consideration






(1,094
)


Business Acquisitions, net of cash acquired


(3,427
)


(1,917
)


(5,641
)Net Cash Used in Investing Activities


(5,074
)


(4,139
)


(7,416
)Cash Flows from Financing Activities:Revolving Line of Credit, net


2,740



(1,001
)


3,199Payments on Other Debt Obligations


(19
)


(26
)


(10
)Payment of Contingent Consideration


(52
)






Issuance of Common Stock


300



201



239Repurchase of Common Stock


(559
)


(647
)


Excess Tax Benefits Related to Stock-Based Compensation


12



4



44Net Cash Provided by (Used in) Financing Activities


2,422



(1,469
)


3,472Effect of Exchange Rate Changes on Cash


(12
)


23



(21
)Net (Decrease) Increase in Cash


(91
)


64



(149
)Cash at Beginning of Period


123



59



208Cash at End of Period

$
32


$
123


$
59Supplemental Disclosures of Cash Flow Activity:Cash paid during the period for:Interest

$
72


$
74


$
91Income Taxes, net

$
1,577


$
741


$
715Supplemental Disclosure of Non-Cash Investing and Financing
    Activities:Contingent Consideration Related to Business Acquisition

$
65


$
207


$
Stock Issued in Connection with Business Acquisition

$



$



$
1,113Capital Lease Obligation

$



$



$
49    35




---



##### Table of Contents



TRANSCAT,
    INC.CONSOLIDATED STATEMENTS OF
    SHAREHOLDERS EQUITY (In
    Thousands)
  CapitalCommon Stock


In


Accumulated





Treasury StockIssued


Excess


Other





Outstanding$0.50 Par Value


of Par


Comprehensive


Retained


at CostShares


Amount


Value


Income


Earnings


Shares


Amount


TotalBalance as of March 29, 2008


7,446


$
3,723


$
6,649


$
436


$
5,297



276


$
(988
)

$
15,117Issuance of Common Stock


210



105



1,247



















1,352Stock-Based Compensation










666



















666Tax Benefit from Stock-Based Compensation










44



















44Comprehensive Income:Currency Translation Adjustment














(104
)














(104
)Unrecognized Prior Service Cost, net of tax














(12
)














(12
)Net Income


















1,556











1,556Balance as of March 28, 2009


7,656


$
3,828


$
8,606


$
320


$
6,853



276


$
(988
)

$
18,619Issuance of Common Stock


42



21



180



















201Repurchase of Common Stock






















143



(647
)


(647
)Stock-Based Compensation










579



















579Tax Expense from Stock-Based Compensation










(8
)


















(8
)Comprehensive Income:Currency Translation Adjustment














101















101Unrecognized Prior Service Cost, net of tax














(39
)














(39
)Net Income


















1,451











1,451Balance as of March 27, 2010


7,698


$
3,849


$
9,357


$
382


$
8,304



419


$
(1,635
)

$
20,257Issuance of Common Stock


58



29



271



















300Repurchase of Common Stock






















80



(559
)


(559
)Stock-Based Compensation










406



















406Restricted Stock


3



2



20



















22Tax Benefit from Stock-Based Compensation










12



















12Comprehensive Income:Currency Translation Adjustment














28















28Unrecognized Prior Service Cost, net of tax














75















75Net Income


















2,788











2,788Balance as of March 26, 2011


7,759


$
3,880


$
10,066


$
485


$
11,092



499


$
(2,194
)

$
23,329    36




---



##### Table of Contents



TRANSCAT,
    INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (In
    Thousands, Except Per Share Amounts)
  NOTE 1 
    GENERAL  Description of Business:
  Principles of Consolidation:
  Use of Estimates:
  Fiscal Year: 14-week
  Accounts Receivable: and/or
  Inventory:
 37




---



##### Table of Contents



Property and Equipment, Depreciation and Amortization:
  YearsMachinery, Equipment and Software


2 - 6Furniture and Fixtures


3 - 10Leasehold Improvements


2 - 10Buildings


39     Goodwill and Intangible Assets:
      Goodwill


Intangible AssetsProduct


Service


Total


Product


Service


TotalNet Book Value as of March 28, 2009

$
5,489


$
2,434


$
7,923


$
435


$
656


$
1,091Additions (see Note 10)


1,284



830



2,115



17



324



341Amortization














(79
)


(119
)


(198
)Net Book Value as of March 27, 2010

$
6,773


$
3,264


$
10,038


$
373


$
861


$
1,234Additions (see Note 10)


1,258



371



1,628



836



214



1,050Amortization














(140
)


(162
)


(302
)Net Book Value as of March 26, 2011

$
8,031


$
3,635


$
11,666


$
1,069


$
913



1,982     Catalog Costs:
  Deferred Taxes:
 38




---



##### Table of Contents



Fair Value of Financial Instruments:
  Stock-Based Compensation:
      FY 2010

FY 2009Expected life

6 years

6 yearsAnnualized volatility rate

57.3%

61.3%Risk-free rate of return

2.8%

3.3%Dividend rate

0.0%

0.0%   at-the-money;
  Revenue Recognition: and/or
 39




---



##### Table of Contents



Vendor Rebates: year-over-year
  Cooperative Advertising Income:
  Shipping and Handling Costs:
  Foreign Currency Translation and
    Transactions:
    Comprehensive Income:
  Earnings Per Share:
 40




---



##### Table of Contents



For the Years EndedMarch 26,


March 27,


March 28,2011


2010


2009Average Shares Outstanding  Basic


7,290



7,352



7,304Effect of Dilutive Common Stock Equivalents


231



197



165Average Shares Outstanding  Diluted


7,521



7,549



7,469Anti-dilutive Common Stock Equivalents


598



644



616   Subsequent Events:
    NOTE 2 
    PROPERTY
    AND EQUIPMENT    March 26,


March 27,2011


2010Machinery, Equipment and Software

$
17,926


$
16,608Furniture and Fixtures


1,842



1,710Leasehold Improvements


1,174



904Buildings and Land


675



Total Property and Equipment

$
21,617


$
19,222Less: Accumulated Depreciation and Amortization


(16,364
)


(15,059
)Total Property and Equipment, net

$
5,253


$
4,163     NOTE 3 
    DEBT  Description.
   41




---



##### Table of Contents



Interest and Other Costs.
  Covenants.
  Other Terms.
  NOTE 4 
    INCOME
    TAXES    FY 2011


FY 2010


FY 2009United States

$
4,483


$
2,289


$
2,544Foreign


(1
)


(6
)


(25
)Total

$
4,482


$
2,283


$
2,519     FY 2011


FY 2010


FY 2009Current Tax Provision:Federal

$
1,402


$
710


$
631State


154



87



86$
1,556


$
797


$
717Deferred Tax Provision:Federal

$
133


$
34


$
225State


5



1



21$
138


$
35


$
246Provision for Income Taxes

$
1,694


$
832


$
963     FY 2011


FY 2010


FY 2009Federal Income Tax at Statutory Rate

$
1,524


$
776


$
856State Income Taxes, net of Federal benefit


179



91



101Other, net


(9
)


(35
)


6Total

$
1,694


$
832


$
963  42




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##### Table of Contents



March 26,


March 27,2011


2010Current Deferred Tax Assets:Accrued Liabilities

$
276


$
263Other


355



303Total Current Deferred Tax Assets

$
631


$
566Non-Current Deferred Tax Assets (Liabilities):Stock-Based Compensation

$
807


$
708Foreign Tax Credits (expiring through March 2018)


394



494Depreciation


(506
)


(524
)Intangible Assets


(377
)


(469
)Other


(22
)


324Total Non-Current Deferred Tax Assets

$
296


$
533Net Deferred Tax Assets

$
927


$
1,099         NOTE 5 
    DEFINED
    CONTRIBUTION PLAN       43




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##### Table of Contents



NOTE 6 
    POSTRETIREMENT
    HEALTH CARE PLANS      FY 2011


FY 2010Postretirement benefit obligation, at beginning of fiscal year

$
651


$
458Service cost


134



85Interest cost


39



33Benefits paid


(20
)


(7
)Actuarial (gain) or loss


(98
)


82Postretirement benefit obligation, at end of fiscal year


706



651Fair value of plan assets, at end of fiscal year






Funded status, at end of year

$
(706
)

$
(651
)Accumulated postretirement benefit obligation, at end of fiscal
    year

$
706


$
651     FY 2011


FY 2010


FY 2009Net periodic postretirement benefit cost:Service cost

$
134


$
85


$
50Interest cost


39



33



24Amortization of prior service cost


13



13



13186



131



87Benefit obligations recognized in other comprehensive income:Amortization of prior service cost


(13
)


(13
)


(13
)Net (gain) or loss


(108
)


77



31(121
)


64



18Total recognized in net periodic benefit cost and other
    comprehensive income

$
65


$
195


$
105Amount recognized in accumulated other comprehensive income, at
    end of fiscal year:Unrecognized prior service cost

$
206


$
327


$
263    44




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##### Table of Contents



March 26,

March 27,

March 28,2011

2010

2009Weighted average discount rate


5.8
%


6.1
%


7.4
%Medical care cost trend rate:Trend rate assumed for next year


8.5
%


8.5
%


9.0
%Ultimate trend rate


5.0
%


5.0
%


5.0
%Year that rate reaches ultimate trend rate


2019



2018



2018Dental care cost trend rate:Trend rate assumed for next year and remaining at that level
    thereafter


5.0
%


5.0
%


5.0
%     Fiscal Year

Amount2012


362013


492014


602015


732016


68Thereafter


420     NOTE 7 
    STOCK-BASED
    COMPENSATION      Restricted Stock:
   45




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##### Table of Contents



Stock Options:
    WeightedAverage


Weighted AverageNumber


Exercise


Remaining


Aggregateof


Price per


Contractual


IntrinsicShares


Share


Term (in Years)


ValueOutstanding as of March 29, 2008


656


$
5.64Granted


19



6.75Exercised


(6
)


2.69Cancelled/Forfeited


(4
)


6.35Outstanding as of March 28, 2009


665



5.70Granted


10



6.55Cancelled/Forfeited


(1
)


2.89Outstanding as of March 27, 2010


674



5.72Exercised


(16
)


3.25Cancelled/Forfeited


(4
)


7.17Outstanding as of March 26, 2011


654



5.77



6


$
1,459Exercisable as of March 26, 2011


511



5.30



5



1,378   in-the-money
   46




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##### Table of Contents



Options Outstanding



Options ExercisableWeighted


Weighted






WeightedAverage


Average






AverageRemaining


Exercise






ExerciseNumber


Contractual


Price



Number


Priceof


Term


per



of


perShares


(in Years)


Share



Shares


ShareRange of Exercise Prices:$2.20-$3.50


121



3


$
2.52




121


$
2.52$3.51-$5.00


55



4



4.31




55



4.31$5.01-$6.50


199



6



5.57




189



5.55$6.51-$7.72


279



6



7.61




146



7.67Total


654



6



5.77




511



5.30   Warrants:
  WeightedAverageNumber


Exercise


Aggregateof


Price per


IntrinsicShares


Share


ValueOutstanding as of March 29, 2008


99


$
3.75Exercised


(32
)


2.57Cancelled/Forfeited


(4
)


5.25Outstanding as of March 28, 2009


63



4.28Exercised


(18
)


3.19Cancelled/Forfeited


(4
)


2.88Outstanding as of March 27, 2010


41



4.89Exercised


(20
)


4.26Cancelled/Forfeited


(4
)


4.26Outstanding as of March 26, 2011


17



5.80


$
37Exercisable as of March 26, 2011


17



5.80



37   in-the-money
 47




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##### Table of Contents



NOTE 8 
    SEGMENT
    AND GEOGRAPHIC DATA    FY 2011


FY 2010


FY 2009Net Revenue:Product

$
59,862


$
53,143


$
51,480Service


31,324



27,918



23,939Total


91,186



81,061



75,419Gross Profit:Product


15,366



12,442



13,070Service


7,932



6,852



5,678Total


23,298



19,294



18,748Operating Expenses:Product(1)


10,971



10,155



9,622Service(1)


7,740



6,758



6,440Total


18,711



16,913



16,062Operating Income


4,587



2,381



2,686Unallocated Amounts:Other Expense, net


105



98



167Provision for Income Taxes


1,694



832



963Total


1,799



930



1,130Net Income

$
2,788


$
1,451


$
1,556Total Assets:Product

$
25,470


$
20,969


$
16,807Service


13,284



11,938



10,233Unallocated


2,606



2,806



2,351Total

$
41,360


$
35,713


$
29,391 48




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##### Table of Contents



FY 2011


FY 2010


FY 2009Depreciation and Amortization(2):Product

$
673


$
742


$
778Service


1,377



1,136



954Unallocated


243



202



165Total

$
2,293


$
2,080


$
1,897Capital Expenditures:Product

$
31


$
25


$
21Service


1,282



767



1,456Unallocated


334



336



298Total

$
1,647


$
1,128


$
1,775Geographic Data:Net Revenues to Unaffiliated Customers(3):United States(4)

$
81,666


$
72,595


$
66,892Canada


6,698



5,872



5,296Other International


2,822



2,594



3,231Total

$
91,186


$
81,061


$
75,419Long-Lived Assets:United States(4)

$
5,087


$
4,059


$
4,065Canada


166



104



109Total

$
5,253


$
4,163


$
4,174     (1)
    
    Operating expense allocations between segments were based on
    actual amounts, a percentage of revenues, headcount, and
    managements estimates.(2)
    
    Including amortization of catalog costs.(3)
    
    Net revenues are attributed to the countries based on the
    destination of a product shipment or the location where service
    is rendered.(4)
    
    United States includes Puerto Rico.  NOTE 9 
    COMMITMENTS  Leases:
  Fiscal Year2012

$
1.32013


1.12014


0.72015


0.62016


0.5Thereafter


1.1Total minimum lease payments

$
5.3  49




---



##### Table of Contents



NOTE 10 
    ACQUISITIONS               50




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##### Table of Contents



and/or
     51




---



##### Table of Contents



NOTE 11 
    QUARTERLY
    DATA  (Unaudited)    Net

Basic

DilutedNet

Gross

Income

Earnings (Loss)

Earnings (Loss)Revenues

Profit

(Loss)

per Share(a)

per Share(a)FY 2011:Fourth Quarter

$
25,757


$
6,930


$
1,086


$
0.15


$
0.14Third Quarter


23,881



6,052



897



0.12



0.12Second Quarter


20,920



4,958



527



0.07



0.07First Quarter


20,628



5,358



278



0.04



0.04FY 2010:Fourth Quarter

$
23,535


$
6,431


$
869


$
0.12


$
0.12Third Quarter


21,823



4,806



483



0.07



0.06Second Quarter


18,495



4,172



188



0.03



0.02First Quarter


17,208



3,885



(89
)


(0.01
)


(0.01
)     (a)
    
    Earnings per share calculations for each quarter include the
    weighted average effect of stock issuances and common stock
    equivalents for the quarter; therefore, the sum of quarterly
    earnings per share amounts may not equal full-year earnings per
    share amounts, which reflect the weighted average effect on an
    annual basis. Diluted earnings per share calculations for each
    quarter include the effect of stock options, warrants and
    non-vested restricted stock, when dilutive to the quarter. In
    addition, basic earnings per share and diluted earnings per
    share may not add due to rounding. 52




---



##### Table of Contents



TRANSCAT,
    INC.SCHEDULE II: VALUATION AND QUALIFYING
    ACCOUNTS (In
    Thousands)
  Expense(Income)Balance

Realized in

Additions

Balanceat the

Consolidated

(Reductions) to

at theBeginning

Statements

Allowance/

End ofof the Year

of Operations

Reserve

the YearAllowance for Doubtful Accounts:FY 2011

$
82


$
85


$
(94
)

$
73FY 2010

$
75


$
85


$
(78
)

$
82FY 2009

$
56


$
160


$
(141
)

$
75Reserve for Inventory Loss:FY 2011

$
347


$
(41
)

$
214


$
520FY 2010

$
223


$
31


$
93


$
347FY 2009

$
62


$
103


$
58


$
223Deferred Tax Valuation Allowance:FY 2011

$



$



$



$
FY 2010

$



$



$



$
FY 2009

$
35


$
(35
)

$



$
  53




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##### Table of Contents



ITEM 9.  CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Conclusion Regarding the Effectiveness of Disclosure
    Controls and Procedures. Rules 13a-15(e) 15d-15(e))
  Managements Annual Report on Internal Control
    over Financial Reporting.
      Changes in Internal Controls over Financial
    Reporting.
  ITEM 9B.
    OTHER
    INFORMATION   54




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE    ITEM 11.
    EXECUTIVE
    COMPENSATION   ITEM 12.  SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS      Equity
    Compensation Plan Information (In
    Thousands, Except Per Share Amounts)
  Number of securitiesNumber of securities





remaining availableto be issued


Weighted average


for future issuance underupon exercise of


exercise price of


equity compensation plansoutstanding options,


outstanding options,


(excluding securitieswarrants and rights


warrants and rights


reflected in column (a))Plan category

(a)


(b)


(c)Equity compensation plans approved by security holders


829
(1)

$
4.67



231Equity compensation plans not approved by security holders










Total


829


$
4.67



231     (1)
    
    Includes performance-based restricted stock awards granted to
    officers and key employees pursuant to our 2003 Incentive Plan.
    See Note 7 of our Consolidated Financial Statements in
    Item 8 of Part II. ITEM 13.  CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   55




---



##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES       56




---



##### Table of Contents



SIGNATURES    TRANSCAT, INC.
  Date: June 22, 2011

By:

/s/  Charles
    P.
    HadeedCharles
    P. Hadeed
    President, Chief Executive Officer and
    Chief Operating Officer     Date

Signature

TitleJune 22, 2011

/s/  Charles
    P. HadeedCharles
    P. Hadeed

Director, President, Chief Executive Officer
    and Chief Operating Officer
    (Principal Executive Officer)June 22, 2011

/s/  John
    J. ZimmerJohn
    J. Zimmer

Senior Vice President of Finance and
    Chief Financial Officer
    (Principal Financial Officer and
    Principal Accounting Officer)June 20, 2011

/s/  Carl
    E. SassanoCarl
    E. Sassano

Chairman of the Board of DirectorsJune 22, 2011

/s/  Francis
    R. BradleyFrancis
    R. Bradley

DirectorJune 22, 2011

/s/  Richard
    J. HarrisonRichard
    J. Harrison

DirectorJune 22, 2011

/s/  Nancy
    D. HesslerNancy
    D. Hessler

DirectorJune 22, 2011

/s/  Paul
    D. MoorePaul
    D. Moore

DirectorJune 22, 2011

/s/  Harvey
    J. PalmerHarvey
    J. Palmer

DirectorJune 22, 2011

/s/  Alan
    H. ResnickAlan
    H. Resnick

DirectorJune 22, 2011

/s/  John
    T. SmithJohn
    T. Smith

Director  57




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##### Table of Contents



INDEX TO
    EXHIBITS  (2)

Plan of acquisition, reorganization, arrangement, liquidation or
    successionNot applicable.(3)

Articles of Incorporation and Bylaws3.1

The Articles of Incorporation, as amended, are incorporated
    herein by reference from Exhibit 4(a) to the Companys
    Registration Statement on
    Form S-8
    (Registration
    No. 33-61665)
    filed on August 8, 1995 and from Exhibit 3(i) to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1999.3.2

Code of Regulations, as amended through October 26, 2009,
    are incorporated herein by reference from Exhibit 3.1 to
    the Companys Current Report on
    Form 8-K
    filed on October 29, 2009.(4)

Instruments defining the rights of security holders, including
    indenturesNot applicable.(9)

Voting trust agreementNot applicable.(10)

Material contracts#10.1

Transcat, Inc. Amended and Restated Directors Warrant Plan
    is incorporated herein by reference from Exhibit 99(b) to
    the Companys Registration Statement on
    Form S-8
    (Registration
    No. 33-61665)
    filed on August 8, 1995.#10.2

Amendment No. 1 to the Transcat, Inc. Amended and Restated
    Directors Warrant Plan is incorporated herein by reference
    from Exhibit II to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1996.#10.3

Amendment No. 2 to the Transcat, Inc. Amended and Restated
    Directors Warrant Plan is incorporated herein by reference
    from Exhibit 10(i) to the Companys Quarterly Report
    on
    Form 10-Q
    for the quarter ended June 30, 1997.#10.4

Amendments No. 3 and 4 to the Transcat, Inc. Amended and
    Restated Directors Warrant Plan are incorporated herein by
    reference from the Companys definitive proxy statement
    filed on July 7, 1998 in connection with the 1998 Annual
    Meeting of Shareholders.#10.5

Amendment No. 5 to the Transcat, Inc. Amended and Restated
    Directors Warrant Plan is incorporated herein by reference
    from Appendix B to the Companys 1999 preliminary
    proxy statement filed on June 21, 1999 in connection with
    the 1999 Annual Meeting of Shareholders.#10.6

Form of Warrant Certificate representing warrants granted under
    the Amended and Restated Directors Warrant Plan is
    incorporated herein by reference from Exhibit 10.42 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended March 26, 2005.#10.7

Transcat, Inc. Employees Stock Purchase Plan is
    incorporated herein by reference from Exhibit 99(e) to the
    Companys Registration Statement on
    Form S-8
    (Registration
    No. 33-61665)
    filed on August 8, 1995.#10.8

Amendment No. 1 to the Transcat, Inc. Employees Stock
    Purchase Plan is incorporated herein by reference from
    Exhibit 10(b) to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended March 31, 1996.#10.9

Amendment No. 2 to the Transcat, Inc. Employees Stock
    Purchase Plan is incorporated herein by reference from
    Exhibit V to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1996.#10.10

Amendment No. 3 to the Transcat, Inc. Employees Stock
    Purchase Plan is incorporated herein by reference from
    Exhibit 10(k) to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 1997.#10.11

Amendment No. 4 to the Transcat, Inc. Employees Stock
    Purchase Plan is incorporated herein by reference from
    Exhibit 10(a) to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2001. 58




---



##### Table of Contents



#10.12

Form of Award Notice for Incentive Stock Options granted under
    the Transcat, Inc. 2003 Incentive Plan is incorporated herein by
    reference from Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended December 25, 2004.#10.13

Form of Award Notice for Restricted Stock granted under the
    Transcat, Inc. 2003 Incentive Plan is incorporated herein by
    reference from Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended December 25, 2004.#10.14

Form of Award Notice for Non-Qualified Stock Options granted
    under the Transcat, Inc. 2003 Incentive Plan is incorporated
    herein by reference from Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 24, 2005.#10.15

Transcat, Inc. 2003 Incentive Plan, as amended, is incorporated
    herein by reference from Appendix D to the Companys
    definitive proxy statement filed on July 10, 2006 in
    connection with the 2006 Annual Meeting of Shareholders.#10.16

Form of Award Notice for Performance-Based Restricted Stock
    granted under the Transcat, Inc. 2003 Incentive Plan, as
    amended, is incorporated herein by reference from
    Exhibit 10.27 to the Companys Annual Report on
    Form 10-K
    for the fiscal year ended March 28, 2009.#10.17

Form of Amended and Restated Agreement for Severance Upon Change
    in Control for Charles P. Hadeed is incorporated herein by
    reference from Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed on April 25, 2006.#10.18

Amendment to Agreement for Severance Upon Change in Control for
    Charles P. Hadeed dated December 16, 2008 is incorporated
    herein by reference from Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarter ended December 27, 2008.10.19

Credit Agreement dated as of November 21, 2006 by and
    between Transcat, Inc. and JPMorgan Chase Bank, N.A. is
    incorporated herein by reference from Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed on November 28, 2006.10.20

Amendment Number One to Credit Agreement dated as of
    August 14, 2008 between Transcat, Inc. and JPMorgan Chase
    Bank, N.A. is incorporated herein by reference from
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 27, 2008.10.21

Amendment No. 2 to Credit Agreement dated February 26,
    2010 between Transcat, Inc. and JPMorgan Chase Bank, N.A. is
    incorporated herein by reference from Exhibit 10.26 the
    Companys Annual Report on
    Form 10-K
    for the year ended March 27, 2010.*10.22

Amendment Number Three to Credit Agreement dated as of
    January 15, 2011 between Transcat, Inc. and JPMorgan Chase
    Bank, N.A.10.23

Lease Addendum between Gallina Development Corporation and
    Transcat, Inc. dated June 2, 2008 is incorporated herein by
    reference from Exhibit 10.3 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 27, 2008.10.24

Agreement and Plan of Merger by and among Transcat Acquisition
    Corp., Westcon, Inc. and David Goodhead dated as of
    August 14, 2008 is incorporated herein by reference from
    Exhibit 10.2 to the Companys Quarterly Report on
    Form 10-Q
    for the quarter ended September 27, 2008.10.25

Transcat, Inc. 2009 Insider Stock Sales Plan is incorporated
    herein by reference from Exhibit 10.28 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended March 28, 2009.#10.26

Transcat, Inc. Post-Retirement Benefit Plan for Officers
    (Amended and Restated Effective January 1, 2010) is
    incorporated herein by reference from Exhibit 10.24 to the
    Companys Annual Report on
    Form 10-K
    for the year ended March 27, 2010.10.27

Transcat, Inc. Post-Retirement Benefit Plan for Non-Officer
    Employees (Amended and Restated Effective January 1,
    2010) is incorporated herein by reference from
    Exhibit 10.25 to the Companys Annual Report on
    Form 10-K
    for the year ended March 27, 2010.#10.28

Certain compensation information for Charles P. Hadeed,
    President, Chief Executive Officer and Chief Operating Officer
    of the Company, John J. Zimmer, Vice President of Finance and
    Chief Financial Officer of the Company, and John P. Hennessey,
    Vice President of Sales and Marketing of the Company is
    incorporated herein by reference from the Companys Current
    Report on
    Form 8-K
    filed on  April 8, 2011. 59




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##### Table of Contents



(11)

Statement re computation of per share earningsComputation can be clearly determined from the Consolidated
    Statements of Operations and Comprehensive Income included in
    this Form 10-K as Item 8.(13)

Annual report to security holders, Form 10-Q or quarterly report
    to security holdersNot applicable.(14)

Code of EthicsNot applicable.(16)

Letter re change in certifying accountantNot applicable.(18)

Letter re change in accounting principlesNot applicable.(21)

Subsidiaries of the registrant*21.1

Subsidiaries(22)

Published report regarding matters submitted to a vote of
    security holdersNot applicable.(23)

Consents of experts and counsel*23.1

Consent of BDO USA, LLP(24)

Power of AttorneyNot applicable.(31)

Rule 13a-14(a)/15d-14(a) Certifications*31.1

Certification of Chief Executive Officer Pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002*31.2

Certification of Chief Financial Officer Pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002(32)

Section 1350 Certifications*32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002     *
    
    Exhibit filed with this report.#
    
    Management contract or compensatory plan or arrangement. 60