##### 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 28, 2008
 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.
  Ohio
    
    16-0874418(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 35 Vantage Point Drive, Rochester, New York 14624
 (585) 352-7777
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



##### 



Page(s)PART I. FINANCIAL INFORMATIONItem 1. Consolidated Financial Statements:Statements of Operations and Comprehensive Income for the First Quarter Ended June 28,
2008 and June 30, 2007
    
    
    3Balance Sheets as of June 28, 2008 and March 29, 2008
    
    
    4Statements of Cash Flows for the First Quarter Ended June 28, 2008 and
June 30, 2007
    
    
    5Statements of Shareholders Equity for the First Quarter Ended June 28, 2008
    
    
    6Notes to Consolidated Financial Statements
    
    
    7-10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11-17Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 6. Exhibits
    
    
    18SIGNATURES
    
    
    19INDEX TO EXHIBITS
    
    
    20EX-31.1EX-31.2EX-32.1
  2




---



##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 TRANSCAT, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 (Unaudited)First Quarter EndedJune 28,
    
    
    June 30,2008
    
    
    2007Product Sales
    
    $
    12,311
    
    
    $
    10,927Service Revenue
    
    
    5,542
    
    
    
    5,263Net Revenue
    
    
    17,853
    
    
    
    16,190Cost of Products Sold
    
    
    8,949
    
    
    
    7,866Cost of Services Sold
    
    
    4,379
    
    
    
    4,097Total Cost of Products and Services Sold
    
    
    13,328
    
    
    
    11,963Gross Profit
    
    
    4,525
    
    
    
    4,227Selling, Marketing and Warehouse Expenses
    
    
    2,595
    
    
    
    2,305Administrative Expenses
    
    
    1,542
    
    
    
    1,473Total Operating Expenses
    
    
    4,137
    
    
    
    3,778Operating Income
    
    
    388
    
    
    
    449Interest (Income) Expense
    
    
    (1
    )
    
    
    34Other Expense, net
    
    
    8
    
    
    
    81Total Other Expense
    
    
    7
    
    
    
    115Income Before Income Taxes
    
    
    381
    
    
    
    334Provision for Income Taxes
    
    
    153
    
    
    
    96Net Income
    
    
    228
    
    
    
    238Other Comprehensive Income
    
    
    8
    
    
    
    192Comprehensive Income
    
    $
    236
    
    
    $
    430Basic Earnings Per Share
    
    $
    0.03
    
    
    $
    0.03Average Shares Outstanding
    
    
    7,186
    
    
    
    7,068Diluted Earnings Per Share
    
    $
    0.03
    
    
    $
    0.03Average Shares Outstanding
    
    
    7,399
    
    
    
    7,460
  3




---



##### Table of Contents



TRANSCAT, INC.
 
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)June 28,
    
    
    March 29,2008
    
    
    2008ASSETSCurrent Assets:Cash
    
    $
    130
    
    
    $
    208Accounts Receivable, less allowance for doubtful accounts of $74
and $56 as of June 28, 2008 and March 29, 2008, respectively
    
    
    7,501
    
    
    
    9,346Other Receivables
    
    
    535
    
    
    
    370Inventory, net
    
    
    6,557
    
    
    
    5,442Prepaid Expenses and Other Current Assets
    
    
    824
    
    
    
    773Deferred Tax Asset
    
    
    299
    
    
    
    248Total Current Assets
    
    
    15,846
    
    
    
    16,387Property and Equipment, net
    
    
    3,154
    
    
    
    3,211Goodwill
    
    
    2,967
    
    
    
    2,967Deferred Tax Asset
    
    
    1,386
    
    
    
    1,435Other Assets
    
    
    343
    
    
    
    344Total Assets
    
    $
    23,696
    
    
    $
    24,344LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts Payable
    
    $
    6,085
    
    
    $
    5,947Accrued Compensation and Other Liabilities
    
    
    1,410
    
    
    
    2,489Income Taxes Payable
    
    
    144
    
    
    
    62Total Current Liabilities
    
    
    7,639
    
    
    
    8,498Long-Term Debt
    
    
    
    
    
    
    302Other Liabilities
    
    
    471
    
    
    
    427Total Liabilities
    
    
    8,110
    
    
    
    9,227Shareholders Equity:Common Stock, par value $0.50 per share, 30,000,000 shares authorized;
7,460,373 and 7,446,223 shares issued as of June 28, 2008 and
March 29, 2008, respectively; 7,184,591 and 7,170,441 shares
outstanding as of June 28, 2008 and March 29, 2008, respectively
    
    
    3,730
    
    
    
    3,723Capital in Excess of Par Value
    
    
    6,875
    
    
    
    6,649Accumulated Other Comprehensive Income
    
    
    444
    
    
    
    436Retained Earnings
    
    
    5,525
    
    
    
    5,297Less: Treasury Stock, at cost, 275,782 shares as of
June 28, 2008 and March 29, 2008
    
    
    (988
    )
    
    
    (988
    )Total Shareholders Equity
    
    
    15,586
    
    
    
    15,117Total Liabilities and Shareholders Equity
    
    $
    23,696
    
    
    $
    24,344
  4




---



##### Table of Contents



TRANSCAT, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)First Quarter EndedJune 28,
    
    
    June 30,2008
    
    
    2007Cash Flows from Operating Activities:Net Income
    
    $
    228
    
    
    $
    238Adjustments to Reconcile Net Income to Net Cash Provided byOperating Activities:Deferred
Income Taxes
    
    
    6
    
    
    
    191Depreciation
and Amortization
    
    
    358
    
    
    
    382Provision
for (Recovery of) Accounts Receivable and Inventory Reserves
    
    
    25
    
    
    
    (14
    )Stock-Based
Compensation Expense
    
    
    175
    
    
    
    114Changes in Assets and Liabilities:Accounts Receivable and Other Receivables
    
    
    1,671
    
    
    
    1,802Inventory
    
    
    (1,127
    )
    
    
    167Prepaid Expenses and Other Assets
    
    
    (156
    )
    
    
    (95
    )Accounts Payable
    
    
    138
    
    
    
    (581
    )Accrued Compensation and Other Liabilities
    
    
    (1,032
    )
    
    
    (1,031
    )Income Taxes Payable
    
    
    73
    
    
    
    (42
    )Net Cash
Provided by Operating Activities
    
    
    359
    
    
    
    1,131Cash Flows from Investing Activities:Purchase of Property and Equipment
    
    
    (195
    )
    
    
    (477
    )Net Cash
Used in Investing Activities
    
    
    (195
    )
    
    
    (477
    )Cash Flows from Financing Activities:Chase Revolving Line of Credit, net
    
    
    (302
    )
    
    
    (851
    )Issuance of Common Stock
    
    
    49
    
    
    
    85Excess Tax Benefits Related to Stock-Based Compensation
    
    
    9
    
    
    
    Net Cash
Used in Financing Activities
    
    
    (244
    )
    
    
    (766
    )Effect of Exchange Rate Changes on Cash
    
    
    2
    
    
    
    13Net Decrease in Cash
    
    
    (78
    )
    
    
    (99
    )Cash at Beginning of Period
    
    
    208
    
    
    
    357Cash at End of Period
    
    $
    130
    
    
    $
    258Supplemental Disclosures of Cash Flow Activity:Cash paid during the period for:Interest
    
    $
    4
    
    
    $
    42Income Taxes, net
    
    $
    35
    
    
    $
    47
  5




---



##### Table of Contents



TRANSCAT,
INC.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 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
    
    
    14
    
    
    
    7
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49Stock-Based Compensation
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175Tax Benefit from Stock-BasedCompensation
    
    
    
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9Comprehensive Income:Currency TranslationAdjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Unrecognized Prior ServiceCost, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    228Balance as of June 28, 2008
    
    
    7,460
    
    
    $
    3,730
    
    
    $
    6,875
    
    
    $
    444
    
    
    $
    5,525
    
    
    
    276
    
    
    $
    (988
    )
    
    $
    15,586
  6




---



##### Table of Contents



TRANSCAT, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  GENERAL
 Description of Business:
 Basis of Presentation:
 Stock-Based Compensation:
   Expected life
    
    6 yearsAnnualized volatility rate
    
    
    61.3
    %Risk-free rate of return
    
    
    3.3
    %Dividend rate
    
    
    0.0
    %
  Foreign Currency Translation and Transactions:
 7




---



##### Table of Contents



Earnings Per Share:
  First Quarter EndedJune 28,
    
    June 30,2008
    
    2007Shares Outstanding:Dilutive
    
    
    213
    
    
    
    392Anti-dilutive
    
    
    591
    
    
    
    439Total
    
    
    804
    
    
    
    831Range of Exercise Prices per
Share:Options
    
    $
    2.20-$7.72
    
    
    $
    0.97-$5.80Warrants
    
    $
    2.31-$5.80
    
    
    $
    0.97-$5.80
 Reclassification of Amounts:
 NOTE 2  DEBT
 Description.
 Interest and Commitment Fees. 1 2
 Covenants.
 8




---



##### Table of Contents



Other Terms.
 NOTE 3  STOCK-BASED COMPENSATION
 Stock Options:
  Weighted
    
    
    Weighted AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    AggregateOf
    
    
    Price Per
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Share
    
    
    Term (in years)
    
    
    ValueOutstanding as of March 29, 2008
    
    
    656
    
    
    $
    5.64Granted
    
    
    20
    
    
    
    6.75Exercised
    
    
    (1
    )
    
    
    2.89Cancelled/Forfeited
    
    
    (4
    )
    
    
    6.35Outstanding as of June 28, 2008
    
    
    671
    
    
    
    5.68
    
    
    
    8
    
    
    $
    985Exercisable as of June 28, 2008
    
    
    228
    
    
    
    3.46
    
    
    
    7
    
    
    
    762
   Warrants:
  Weighted
    
    
    Weighted AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    AggregateOf
    
    
    Price Per
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Share
    
    
    Term (in years)
    
    
    ValueOutstanding as of March 29, 2008
    
    
    99
    
    
    $
    3.75Granted
    
    
    
    
    
    
    Exercised
    
    
    (10
    )
    
    
    3.01Cancelled/Forfeited
    
    
    (4
    )
    
    
    5.25Outstanding as of June 28, 2008
    
    
    85
    
    
    
    3.78
    
    
    
    2
    
    
    $
    256Exercisable as of June 28, 2008
    
    
    64
    
    
    
    3.36
    
    
    
    1
    
    
    
    221
  9




---



##### Table of Contents



Restricted Stock:
  Number
    
    PriceOf Shares
    
    Per ShareUnvested Balance, March 29, 2008
    
    
    
    
    
    $
    Granted
    
    
    49
    
    
    
    6.75Vested
    
    
    
    
    
    
    Unvested Balance, June 28, 2008
    
    
    49
    
    
    
    6.75
  NOTE 4  SEGMENT INFORMATION
  First Quarter EndedJune 28,
    
    
    June 30,2008
    
    
    2007Net Revenue:Product Sales
    
    $
    12,311
    
    
    $
    10,927Service Revenue
    
    
    5,542
    
    
    
    5,263Total
    
    
    17,853
    
    
    
    16,190Gross Profit:Product
    
    
    3,362
    
    
    
    3,061Service
    
    
    1,163
    
    
    
    1,166Total
    
    
    4,525
    
    
    
    4,227Operating Expenses:Product
    
    
    2,414
    
    
    
    2,363Service
    
    
    1,723
    
    
    
    1,415Total
    
    
    4,137
    
    
    
    3,778Operating Income
    
    
    388
    
    
    
    449Unallocated Amounts:Other Expense, net
    
    
    7
    
    
    
    115Provision for Income Taxes
    
    
    153
    
    
    
    96Total
    
    
    160
    
    
    
    211Net Income
    
    $
    228
    
    
    $
    238
 10




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements.
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 Accounts Receivable:
 Stock-Based Compensation.
   Revenue Recognition.
 11




---



##### Table of Contents



Reclassification of Amounts:
 RESULTS OF OPERATIONS
  (Unaudited)First Quarter EndedJune 28,
    
    June 30,2008
    
    2007As a Percentage of Net Revenue:Product Sales
    
    
    69.0
    %
    
    
    67.5
    %Service Revenue
    
    
    31.0
    %
    
    
    32.5
    %Net Revenue
    
    
    100.0
    %
    
    
    100.0
    %Gross Profit Percentage:Product Gross Profit
    
    
    27.3
    %
    
    
    28.0
    %Service Gross Profit
    
    
    21.0
    %
    
    
    22.2
    %Total Gross Profit
    
    
    25.3
    %
    
    
    26.1
    %Selling, Marketing and Warehouse Expenses
    
    
    14.5
    %
    
    
    14.2
    %Administrative Expenses
    
    
    8.6
    %
    
    
    9.1
    %Total Operating Expenses
    
    
    23.1
    %
    
    
    23.3
    %Operating Income
    
    
    2.2
    %
    
    
    2.8
    %Interest Expense
    
    
    
    %
    
    
    0.2
    %Other Expense, net
    
    
    
    %
    
    
    0.5
    %Total Other Expense
    
    
    
    %
    
    
    0.7
    %Income Before Income Taxes
    
    
    2.2
    %
    
    
    2.1
    %Provision for Income Taxes
    
    
    0.9
    %
    
    
    0.6
    %Net Income
    
    
    1.3
    %
    
    
    1.5
    %
 12




---



##### Table of Contents



FIRST QUARTER ENDED JUNE 28, 2008 COMPARED TO FIRST QUARTER ENDED JUNE 30, 2007 (dollars in
thousands):
 Revenue:
 First Quarter EndedJune 28,
    
    
    June 30,2008
    
    
    2007Net Revenue:Product Sales
    
    $
    12,311
    
    
    $
    10,927Service Revenue
    
    
    5,542
    
    
    
    5,263Total
    
    $
    17,853
    
    
    $
    16,190
   FY 2009
    
    

FY 2008Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Product Sales Growth (Decline)
    
    
    12.7
    %
    
    
    
    (2.4
    %)
    
    
    5.8
    %
    
    
    13.6
    %
    
    
    3.7
    %
  FY 2009
    
    
    FY 2008Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Product Sales Per Business Day
    
    $
    192
    
    
    
    $
    197
    
    
    $
    213
    
    
    $
    178
    
    
    $
    171
   FY 2009 First Quarter
    
    
    FY 2008 First QuarterPercent of
    
    Gross
    
    
    Percent of
    
    GrossNet Sales
    
    Profit % (1)
    
    
    Net Sales
    
    Profit % (1)Direct
    
    
    81.8
    %
    
    
    25.2
    %
    
    
    
    83.9
    %
    
    
    26.2
    %Reseller
    
    
    16.6
    %
    
    
    17.5
    %
    
    
    
    14.5
    %
    
    
    15.8
    %Freight Billed to Customers
    
    
    1.6
    %
    
    
    
    
    
    
    
    1.6
    %Total
    
    
    100.0
    %
    
    
    
    
    
    
    
    100.0
    %
 
 (1)
    
    Calculated as net sales less purchase costs divided by net sales. 13




---



##### Table of Contents



FY 2009
    
    
    FY 2008Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Total Pending Product Shipments
    
    $
    1,366
    
    
    
    $
    1,419
    
    
    $
    1,411
    
    
    $
    1,689
    
    
    $
    1,678% of Pending Product Shipments
that are Backorders
    
    
    74.7
    %
    
    
    
    81.5
    %
    
    
    78.1
    %
    
    
    74.1
    %
    
    
    81.0
    %
  FY 2009
    
    
    FY 2008Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Service Revenue Growth
    
    
    5.3
    %
    
    
    
    10.6
    %
    
    
    9.9
    %
    
    
    8.6
    %
    
    
    5.6
    %
  FY 2009 First Quarter
    
    
    
    FY 2008 First Quarter% of
    
    
    
    
    
    
    
    % ofService
    
    
    Service
    
    
    
    Service
    
    
    ServiceSegment
    
    
    Segment
    
    
    
    Segment
    
    
    SegmentRevenue
    
    
    Revenue
    
    
    
    Revenue
    
    
    RevenueIn-House
    
    $
    4,478
    
    
    
    80.8
    %
    
    
    $
    4,170
    
    
    
    79.2
    %Outsourced
    
    
    911
    
    
    
    16.4
    %
    
    
    
    956
    
    
    
    18.2
    %Freight Billed to Customers
    
    
    153
    
    
    
    2.8
    %
    
    
    
    137
    
    
    
    2.6
    %Total
    
    $
    5,542
    
    
    
    100.0
    %
    
    
    $
    5,263
    
    
    
    100.0
    %
 14




---



##### Table of Contents



Gross Profit:
 First Quarter EndedJune 28,
    
    
    June 30,2008
    
    
    2007Gross Profit:Product
    
    $
    3,362
    
    
    $
    3,061Service
    
    
    1,163
    
    
    
    1,166Total
    
    $
    4,525
    
    
    $
    4,227
    FY 2009
    
    
    FY 2008Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Product Gross Profit % (1)
    
    
    23.9
    %
    
    
    
    24.1
    %
    
    
    25.1
    %
    
    
    25.8
    %
    
    
    24.6
    %Other Income % (2)
    
    
    3.4
    %
    
    
    
    3.0
    %
    
    
    3.0
    %
    
    
    2.1
    %
    
    
    3.4
    %Product Gross Profit %
    
    
    27.3
    %
    
    
    
    27.1
    %
    
    
    28.1
    %
    
    
    27.9
    %
    
    
    28.0
    %
 
 (1)
    
    Calculated as 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.  FY 2009
    
    
    FY 2008Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Service Gross Profit
Dollar (Decline) Growth
    
    
    (0.3
    %)
    
    
    
    32.5
    %
    
    
    14.0
    %
    
    
    5.0
    %
    
    
    3.8
    %
 15




---



##### Table of Contents



Operating Expenses:
 First Quarter EndedJune 28,
    
    
    June 30,2008
    
    
    2007Operating Expenses:Selling, Marketing and Warehouse
    
    $
    2,595
    
    
    $
    2,305Administrative
    
    
    1,542
    
    
    
    1,473Total
    
    $
    4,137
    
    
    $
    3,778
  Other Expense:
 First Quarter EndedJune 28,
    
    
    June 30,2008
    
    
    2007Other Expense:Interest (Income) Expense
    
    $
    (1
    )
    
    $
    34Other Expense, net
    
    
    8
    
    
    
    81Total
    
    $
    7
    
    
    $
    115
  Taxes:
 First Quarter EndedJune 28,
    
    June 30,2008
    
    2007Provision for Income Taxes
    
    $
    153
    
    
    $
    96
  16




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows.
 First Quarter EndedJune 28,
    
    June 30,2008
    
    2007Cash Provided by (Used in):Operating Activities
    
    $
    359
    
    
    $
    1,131Investing Activities
    
    
    (195
    )
    
    
    (477
    )Financing Activities
    
    
    (244
    )
    
    
    (766
    )
  
    
    Inventory/Accounts Payable: Our inventory was $2.4 million higher in the first
quarter of fiscal year 2009 compared to the first quarter of fiscal year 2008, and has
increased approximately $1.1 million from the fourth quarter of fiscal year 2008. The
increases in inventory and accounts payable were primarily related to the launch of an aggressive product sales
and marketing campaign in affiliation with one of our primary test and measurement
instrument suppliers.
 
    
    Receivables: The increase in our accounts receivable at the end of our first
quarter of fiscal year 2009 compared to the end of the first quarter of fiscal year
2008 is due to our increased revenue. Despite the increase, and as the following table
illustrates, we have maintained a consistent days sales outstanding:
 June 28,
    
    June 30,2008
    
    2007Net Sales, for the last two fiscal months
    
    $
    12,317
    
    
    $
    11,680Accounts Receivable, net
    
    $
    7,501
    
    
    $
    7,297Days Sales Outstanding (based on 60 days)
    
    
    37
    
    
    
    37
   OUTLOOK
  17




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 INTEREST RATES
   FOREIGN CURRENCY
   
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Controls over Financial Reporting.
 
 PART II. OTHER INFORMATION
 
 ITEM 6. EXHIBITS
  18




---



##### Table of Contents



SIGNATURES
  TRANSCAT, INC.Date:  August 11, 2008
    /s/ Charles P. HaddedCharles P. HadeedChief Executive Officer, President and Chief Operating OfficerDate:  August 11, 2008
    /s/ John J. ZimmerJohn J. ZimmerVice President of Finance and Chief Financial Officer 19




---



##### Table of Contents



INDEX TO EXHIBITS
 (31)
    
    Rule 13a-14(a)/15d-14(a) Certifications31.1      Certification of Chief Executive Officer31.2       Certification of Chief Financial Officer(32)
    
    Section 1350 Certifications32.1      Section 1350 Certifications
 20