##### 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.
  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
 (585) 352-7777
 þ o
  o o þ
 o þ




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##### 



Page(s)PART I.
    
    FINANCIAL INFORMATIONItem 1.
    
    Consolidated Financial Statements:Consolidated Statements of Operations and Comprehensive Income for the First Quarters EndedJune 30, 2007 and June 24, 2006
    
    3Consolidated Balance Sheets as of June 30, 2007 and March 31, 2007
    
    4Consolidated Statements of Cash Flows for the First Quarters Ended June 30, 2007 and June 24, 2006
    
    5Consolidated
Statements of Shareholders Equity for the First Quarter Ended June 30, 2007
    
    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




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TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 (Unaudited)First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Product Sales
    
    $
    10,927
    
    
    $
    10,536Service Sales
    
    
    5,263
    
    
    
    4,983Net Sales
    
    
    16,190
    
    
    
    15,519Cost of Products Sold
    
    
    7,865
    
    
    
    7,829Cost of Services Sold
    
    
    4,086
    
    
    
    3,831Total Cost of Products
and Services Sold
    
    
    11,951
    
    
    
    11,660Gross Profit
    
    
    4,239
    
    
    
    3,859Selling, Marketing and Warehouse Expenses
    
    
    2,208
    
    
    
    2,134Administrative Expenses
    
    
    1,582
    
    
    
    1,389Total Operating Expenses
    
    
    3,790
    
    
    
    3,523Operating Income
    
    
    449
    
    
    
    336Interest Expense
    
    
    34
    
    
    
    93Other Expense, net
    
    
    81
    
    
    
    75Total Other Expense
    
    
    115
    
    
    
    168Income Before Income Taxes
    
    
    334
    
    
    
    168Provision for Income Taxes
    
    
    96
    
    
    
    52Net Income
    
    
    238
    
    
    
    116Other Comprehensive Income
    
    
    192
    
    
    
    87Comprehensive Income
    
    $
    430
    
    
    $
    203Basic Earnings Per Share
    
    $
    0.03
    
    
    $
    0.02Average Shares Outstanding
    
    
    7,068
    
    
    
    6,830Diluted Earnings Per Share
    
    $
    0.03
    
    
    $
    0.02Average Shares Outstanding
    
    
    7,460
    
    
    
    7,345
  3




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TRANSCAT, INC.
CONSOLIDATED BALANCE SHEETS
 (Unaudited)June 30,
    
    
    March 31,2007
    
    
    2007ASSETSCurrent Assets:Cash
    
    $
    258
    
    
    $
    357Accounts Receivable, less allowance for doubtful accounts of $52
and $47 as of June 30, 2007 and March 31, 2007, respectively
    
    
    7,297
    
    
    
    8,846Other Receivables
    
    
    290
    
    
    
    352Inventory, net
    
    
    4,169
    
    
    
    4,336Prepaid Expenses and Other Current Assets
    
    
    749
    
    
    
    762Deferred Tax Asset
    
    
    636
    
    
    
    851Total Current Assets
    
    
    13,399
    
    
    
    15,504Property and Equipment, net
    
    
    3,014
    
    
    
    2,814Goodwill
    
    
    2,967
    
    
    
    2,967Deferred Tax Asset
    
    
    814
    
    
    
    791Other Assets
    
    
    349
    
    
    
    346Total Assets
    
    $
    20,543
    
    
    $
    22,422LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts Payable
    
    $
    4,726
    
    
    $
    5,307Accrued Compensation and Other Liabilities
    
    
    1,502
    
    
    
    2,578Income Taxes Payable
    
    
    
    
    
    
    42Total Current Liabilities
    
    
    6,228
    
    
    
    7,927Long-Term Debt
    
    
    2,049
    
    
    
    2,900Other Liabilities
    
    
    408
    
    
    
    366Total Liabilities
    
    
    8,685
    
    
    
    11,193Shareholders 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
    
    
    
    3,643Capital in Excess of Par Value
    
    
    5,435
    
    
    
    5,268Warrants
    
    
    329
    
    
    
    329Accumulated Other Comprehensive Income
    
    
    235
    
    
    
    43Retained Earnings
    
    
    3,172
    
    
    
    2,934Less: Treasury Stock, at cost, 275,782 shares as of
June 30, 2007 and March 31, 2007
    
    
    (988
    )
    
    
    (988
    )Total Shareholders Equity
    
    
    11,858
    
    
    
    11,229Total Liabilities and Shareholders Equity
    
    $
    20,543
    
    
    $
    22,422
  4




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TRANSCAT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Cash Flows from Operating Activities:Net Income
    
    $
    238
    
    
    $
    116Adjustments to Reconcile Net Income to Net Cash Provided by (Used in)
Operating Activities:Deferred Income Taxes
    
    
    191
    
    
    
    37Depreciation and Amortization
    
    
    382
    
    
    
    358Provision for Accounts Receivable and Inventory Reserves
    
    
    (14
    )
    
    
    12Stock-Based Compensation Expense
    
    
    100
    
    
    
    142Amortization of Restricted Stock
    
    
    14
    
    
    
    11Changes in Assets and Liabilities:Accounts Receivable and Other Receivables
    
    
    1,802
    
    
    
    167Inventory
    
    
    167
    
    
    
    179Prepaid Expenses and Other Assets
    
    
    (95
    )
    
    
    (137
    )Accounts Payable
    
    
    (581
    )
    
    
    4Accrued 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
    
    
    
    
    
    
    1,128Payments on Other Debt Obligations
    
    
    
    
    
    
    (184
    )Issuance of Common Stock
    
    
    85
    
    
    
    54Net Cash (Used in) Provided by Financing Activities
    
    
    (766
    )
    
    
    998Effect of Exchange Rate Changes on Cash
    
    
    13
    
    
    
    16Net (Decrease) Increase in Cash
    
    
    (99
    )
    
    
    291Cash at Beginning of Period
    
    
    357
    
    
    
    115Cash at End of Period
    
    $
    258
    
    
    $
    406Supplemental Disclosures of Cash Flow Activity:Cash paid during the period for:Interest
    
    $
    42
    
    
    $
    94Income Taxes, net
    
    $
    47
    
    
    $
    85Supplemental Disclosure of Non-Cash Financing Activity:Treasury Stock Acquired in Cashless Exercise of Stock Options
    
    $
    
    
    
    $
    50
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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
    
    
    Warrants
    
    
    Income
    
    
    Earnings
    
    
    Shares
    
    
    Amount
    
    
    TotalBalance as of
March 31, 2007
    
    
    7,286
    
    
    $
    3,643
    
    
    $
    5,268
    
    
    $
    329
    
    
    $
    43
    
    
    $
    2,934
    
    
    
    276
    
    
    $
    (988
    )
    
    $
    11,229Issuance of Common Stock
    
    
    64
    
    
    
    32
    
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85Stock-Based
Compensation
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100Restricted Stock:Amortization of
Restricted Stock
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Comprehensive Income:Currency Translation
Adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190Unrecognized Prior Service
Cost, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    238
    
    
    
    
    
    
    
    
    
    
    
    238Balance as of
June 30, 2007
    
    
    7,350
    
    
    $
    3,675
    
    
    $
    5,435
    
    
    $
    329
    
    
    $
    235
    
    
    $
    3,172
    
    
    
    276
    
    
    $
    (988
    )
    
    $
    11,858
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TRANSCAT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  GENERAL
 Description of Business:
 Basis of Presentation:
 Earnings Per Share:
  First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Shares Outstanding:Dilutive
    
    
    392
    
    
    
    515Anti-dilutive
    
    
    439
    
    
    
    327Total
    
    
    831
    
    
    
    842Range of Exercise Prices per Share:Options
    
    $
    0.97-$5.80
    
    
    $
    0.80-$4.52Warrants
    
    $
    0.97-$5.80
    
    
    $
    0.97-$4.26
 Stock-Based Compensation:
 7




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Expected life
    
    6 yearsAnnualized volatility rate
    
    
    73.3
    %Risk-free rate of return
    
    
    4.7
    %Dividend rate
    
    
    0.0
    %
  NOTE 2  DEBT
 Description.
 Interest and Commitment Fees. 1 2
 Covenants.
 Other Terms.
 NOTE 3  INCOME TAXES
    8




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NOTE 4  STOCK-BASED COMPENSATION
 Stock Options:
  Weighted
    
    
    Weighted AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    AggregateOf
    
    
    Price Per
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Share
    
    
    Term (in years)
    
    
    ValueOutstanding as of March 31, 2007
    
    
    329
    
    
    $
    3.11Granted
    
    
    103
    
    
    
    5.24Exercised
    
    
    (46
    )
    
    
    1.05Cancelled/Forfeited
    
    
    (2
    )
    
    
    1.48Outstanding as of June 30, 2007
    
    
    384
    
    
    
    3.93
    
    
    
    8
    
    
    $
    1,173Exercisable as of June 30, 2007
    
    
    164
    
    
    
    2.56
    
    
    
    6
    
    
    $
    727
   Warrants:
  Weighted
    
    
    Weighted AverageNumber
    
    
    Average
    
    
    Remaining
    
    
    AggregateOf
    
    
    Price Per
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Share
    
    
    Term (in years)
    
    
    ValueOutstanding as of March 31, 2007
    
    
    153
    
    
    $
    3.27Granted
    
    
    
    
    
    
    Exercised
    
    
    (16
    )
    
    
    1.64Outstanding as of June 30, 2007
    
    
    137
    
    
    
    3.45
    
    
    
    2
    
    
    $
    486Exercisable as of June 30, 2007
    
    
    77
    
    
    
    2.52
    
    
    
    1
    
    
    $
    345
    9




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NOTE 5  SEGMENT INFORMATION
  First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Net Sales:Product
    
    $
    10,927
    
    
    $
    10,536Service
    
    
    5,263
    
    
    
    4,983Total
    
    
    16,190
    
    
    
    15,519Gross Profit:Product
    
    
    3,062
    
    
    
    2,707Service
    
    
    1,177
    
    
    
    1,152Total
    
    
    4,239
    
    
    
    3,859Operating Expenses:Product
    
    
    2,349
    
    
    
    2,110Service
    
    
    1,441
    
    
    
    1,413Total
    
    
    3,790
    
    
    
    3,523Operating Income
    
    
    449
    
    
    
    336Unallocated Amounts:Other Expense
    
    
    115
    
    
    
    168Provision for Income Taxes
    
    
    96
    
    
    
    52Total
    
    
    211
    
    
    
    220Net Income
    
    $
    238
    
    
    $
    116
 10




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




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RESULTS OF OPERATIONS
  (Unaudited)First Quarter EndedJune 30,
    
    June 24,2007
    
    2006As 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
    %
 12




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FIRST QUARTER ENDED JUNE 30, 2007 COMPARED TO FIRST QUARTER ENDED JUNE 24, 2006 (dollars in
millions):
 Sales:
 First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Net Sales:Product
    
    $
    10.9
    
    
    $
    10.5Service
    
    
    5.3
    
    
    
    5.0Total
    
    $
    16.2
    
    
    $
    15.5
   FY 2008
    
    
    FY 2007Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Product Sales Growth
    
    
    3.8
    %
    
    
    
    21.0
    %
    
    
    7.0
    %
    
    
    5.3
    %
    
    
    11.7
    %
  FY 2008 First Quarter
    
    
    FY 2007 First QuarterPercent of
    
    Gross
    
    
    Percent of
    
    GrossNet 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. 13




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FY 2008
    
    
    FY 2007Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Total 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
    %
  FY 2008
    
    
    FY 2007Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Service Sales Growth
    
    
    6.0
    %
    
    
    
    12.7
    %
    
    
    4.3
    %
    
    
    6.4
    %
    
    
    6.4
    %
 Gross Profit:
 First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Gross Profit:Product
    
    $
    3.1
    
    
    $
    2.7Service
    
    
    1.2
    
    
    
    1.2Total
    
    $
    4.3
    
    
    $
    3.9
   14




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FY 2008
    
    
    FY 2007Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Product 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.  FY 2008
    
    
    FY 2007Q1
    
    
    Q4
    
    Q3
    
    Q2
    
    Q1Service Gross Profit %
    
    
    22.6
    %
    
    
    
    24.2
    %
    
    
    18.4
    %
    
    
    22.0
    %
    
    
    24.0
    %
 Operating Expenses:
 First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Operating Expenses:Selling, Marketing and Warehouse
    
    $
    2.2
    
    
    $
    2.1Administrative
    
    
    1.6
    
    
    
    1.4Total
    
    $
    3.8
    
    
    $
    3.5
  15




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Other Expense:
 First Quarter EndedJune 30,
    
    
    June 24,2007
    
    
    2006Other Expense:Interest Expense
    
    $
    
    
    
    $
    0.1Other Expense
    
    
    0.1
    
    
    
    0.1Total
    
    $
    0.1
    
    
    $
    0.2
  Taxes:
 First Quarter EndedJune 30,
    
    June 24,2007
    
    2006Provision for Income Taxes
    
    $
    0.1
    
    
    $
    0.1
  LIQUIDITY AND CAPITAL RESOURCES
 Cash Flows.
 First Quarter EndedJune 30,
    
    June 24,2007
    
    2006Cash Provided by (Used in):Operating Activities
    
    $
    1,131
    
    
    $
    (450
    )Investing Activities
    
    
    (477
    )
    
    
    (273
    )Financing Activities
    
    
    (766
    )
    
    
    998
  
    
    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
    
    2006Accounts Payable
    
    $
    4.7
    
    
    $
    4.2Inventory, net
    
    $
    4.2
    
    
    $
    3.8Accounts Payable/Inventory Ratio
    
    
    1.12
    
    
    
    1.11
 16




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##### Table of Contents




    
    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
    
    2006Net Sales, for the last two fiscal months
    
    $
    11.7
    
    
    $
    11.0Accounts Receivable, net
    
    $
    7.3
    
    
    $
    7.6Days Sales Outstanding (based on 60 days)
    
    
    37
    
    
    
    41
   June 30,
    
    
    June 24,2007
    
    
    2006Total Debt
    
    $
    2.0
    
    
    $
    5.3
 Debt.
   OUTLOOK
     17




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##### 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




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##### Table of Contents



SIGNATURES
  TRANSCAT, INC.Date:  August 14, 2007
    
    /s/ Charles P. HadeedCharles P. HadeedChief Executive Officer, President and Chief Operating OfficerDate:  August 14, 2007
    
    /s/ John J. ZimmerJohn J. ZimmerVice President of Finance and Chief Financial Officer 19




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##### Table of Contents



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 Officer31.2
    
    Certification of Chief Financial Officer
 (32)
    
    Section 1350 Certifications
 32.1
    
    Section 1350 Certifications
 20