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TRANSCAT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in Thousands, Except Per Share Amounts)
Three Months Ended
June 27, 2026 June 28, 2025
Service Revenue $ 62,559 $ 49,144
Distribution Revenue 30,386 27,280
Total Revenue 92,945 76,424
Cost of Service Revenue 41,381 32,935
Cost of Distribution Revenue 20,830 17,668
Total Cost of Revenue 62,211 50,603
Gross Profit 30,734 25,821
Selling, Marketing and Warehouse Expenses 11,374 9,515
General and Administrative Expenses 15,641 10,968
Total Operating Expenses 27,015 20,483
Operating Income 3,719 5,338
Interest Expense 1,518 451
Interest Income (3) (11)
Other Expense 19 333
Total Interest and Other Expense, net 1,534 773
Income Before Provision for Income Taxes 2,185 4,565
Provision for Income Taxes 854 1,304
Net Income $ 1,331 $ 3,261
Basic Earnings Per Share $ 0.14 $ 0.35
Basic Average Shares Outstanding 9,353 9,317
Diluted Earnings Per Share $ 0.14 $ 0.35
Diluted Average Shares Outstanding 9,473 9,389
See accompanying notes to condensed consolidated financial statements.
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TRANSCAT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in Thousands)
Three Months Ended
June 27, 2026 June 28, 2025
Net Income $ 1,331 $ 3,261
Other Comprehensive Income:
Currency Translation Adjustment (339) 1,008
Other, net of tax effects of $2 and $— for the first quarter ended June 27, 2026 and June 28, 2025, respectively 4 -
Total Other Comprehensive (Loss)/Income (335) 1,008
Comprehensive Income $ 996 $ 4,269
See accompanying notes to condensed consolidated financial statements.
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TRANSCAT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in Thousands, Except Share and Per Share Amounts)
June 27, 2026 March 28, 2026
ASSETS
Current Assets:
Cash and Cash Equivalents $ 6,709 $ 4,942
Accounts Receivable, less allowance for credit losses of $936 and $851 as of June 27, 2026 and March 28, 2026, respectively 66,748 65,170
Other Receivables 727 672
Inventory 14,777 13,705
Prepaid Expenses and Other Current Assets 6,773 7,973
Total Current Assets 95,734 92,462
Property and Equipment, net 58,368 57,801
Goodwill 226,808 218,185
Intangible Assets, net 78,194 77,706
Right to Use Assets 31,801 32,365
Other Assets 1,723 1,968
Total Assets $ 492,628 $ 480,487
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 20,302 $ 17,931
Accrued Compensation and Other Current Liabilities 18,115 21,697
Total Current Liabilities 38,417 39,628
Long-Term Debt 110,385 99,885
Deferred Tax Liabilities, net 11,361 10,167
Lease Liabilities 28,391 29,000
Other Liabilities 1,175 1,188
Total Liabilities 189,729 179,868
Commitments and Contingencies (Note 6)
Shareholders' Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 9,359,263 and 9,333,953 shares issued and outstanding as of June 27, 2026 and March 28, 2026, respectively 4,680 4,670
Capital in Excess of Par Value 200,629 199,115
Accumulated Other Comprehensive Loss (1,258) (923)
Retained Earnings 98,848 97,757
Total Shareholders' Equity 302,899 300,619
Total Liabilities and Shareholders' Equity $ 492,628 $ 480,487
See accompanying notes to condensed consolidated financial statements.
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TRANSCAT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Three Months Ended
June 27, 2026 June 28, 2025
Cash Flows from Operating Activities:
Net Income $ 1,331 $ 3,261
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Net Loss on Disposal of Property and Equipment 45 54
Noncash Lease Expense 1,599 915
Deferred Income Taxes 2 24
Depreciation and Amortization 6,959 5,605
Amortization of Deferred Financing Costs 38 -
Provision for Accounts Receivable and Inventory Reserves 115 118
Stock-Based Compensation Expense 1,978 1,130
Changes in Assets and Liabilities, net of acquisitions:
Accounts Receivable and Other Receivables (1,264) (1,214)
Inventory 407 (745)
Prepaid Expenses and Other Current Assets 1,537 1,737
Accounts Payable 1,790 (3,300)
Accrued Compensation and Other Current Liabilities (4,152) (3,423)
Lease Liabilities (1,567) (915)
Income Taxes Payable - 376
Net Cash Provided by Operating Activities 8,817 3,623
Cash Flows from Investing Activities:
Purchase of Property and Equipment (3,982) (4,598)
Business Acquisitions, net of cash acquired (12,808) -
Net Cash Used in Investing Activities (16,790) (4,598)
Cash Flows from Financing Activities:
Proceeds From Revolving Credit Facility, net of lender fees 20,835 31,690
Repayment of Revolving Credit Facility (10,335) (29,399)
Repayments of Term Loan — (602)
Issuance of Common Stock, net of direct costs 1,161 257
Repayment of Financing Leases (84) -
Repurchase of Common Stock (1,855) -
Net Cash Provided by Financing Activities 9,722 1,946
Effect of Exchange Rate Changes on Cash and Cash Equivalents 18 (627)
Net Increase in Cash and Cash Equivalents 1,767 344
Cash and Cash Equivalents at Beginning of Period 4,942 1,517
Cash and Cash Equivalents at End of Period $ 6,709 $ 1,861
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TRANSCAT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
(Dollars in Thousands)
Three Months Ended
June 27, 2026 June 28, 2025
Supplemental Disclosure of Cash Flow Activity:
Cash paid during the period for:
Interest, net $ 1,219 $ 457
Income Taxes, net $ (70) $ (180)
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Purchases of Property and Equipment in Accounts Payable $ 332 $ -
Operating Lease Assets Obtained in Exchange for Operating Lease Liabilities $ 25 $ 6,594
Balance Sheet Reclassification of Inventory to Property and Equipment $ 42 $ 234
Balance Sheet Reclassification of Property and Equipment, net to Inventory $ 457 $ 210
See accompanying notes to condensed consolidated financial statements.
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TRANSCAT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Amounts in Thousands, Except Par Value Amounts)
(Unaudited)
Common StockIssued$0.50 Par Value Capital In Excess of Par Value Accumulated Other Comprehensive (Loss) Retained Earnings Total
Shares Amount
Balance as of March 28, 2026 9,334 $ 4,670 $ 199,115 $ (923) $ 97,757 $ 300,619
Issuance of Common Stock 52 21 1,140 - - 1,161
Repurchase of Common Stock (27) (11) (1,604) - (240) (1,855)
Stock-Based Compensation - - 1,978 - - 1,978
Other Comprehensive Loss - - - (335) - (335)
Net Income - - - - 1,331 1,331
Balance as of June 27, 2026 9,359 $ 4,680 $ 200,629 $ (1,258) $ 98,848 $ 302,899
Common StockIssued$0.50 Par Value Capital In Excess of Par Value Accumulated Other Comprehensive (Loss) Retained Earnings Total
Shares Amount
Balance as of March 29, 2025 9,315 $ 4,658 $ 191,167 $ (1,469) $ 92,524 $ 286,880
Issuance of Common Stock 3 1 214 - - 215
Repurchase of Common Stock - - 37 - 5 42
Stock-Based Compensation - - 1,130 - - 1,130
Other Comprehensive Income - - - 1,008 - 1,008
Net Income - - - - 3,261 3,261
Balance as of June 28, 2025 9,318 $ 4,659 $ 192,548 $ (461) $ 95,790 $ 292,536
See accompanying notes to condensed consolidated financial statements.
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TRANSCAT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1– GENERAL
Description of Business: Transcat, Inc. (“Transcat,” “we,” “us,” “our” or the “Company”) is a leading provider of accredited calibration services, cost control and optimization services, and distribution and rental of value-added professional grade handheld test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life sciences industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.
Basis of Presentation: Transcat’s unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the Condensed Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. The results for the interim periods are not necessarily indicative of what the results will be for the fiscal year. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 28, 2026 (“fiscal year 2026”) contained in the Company’s Annual Report on Form 10-K for fiscal year 2026 filed with the SEC.
Use of Estimates: The preparation of Transcat’s Condensed Consolidated Financial Statements in accordance with GAAP requires that the Company make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for, but not limited to, revenue recognition, estimated lives of intangible assets, fair value of the Company's reporting units, income taxes, and the valuation of assets acquired, liabilities assumed and consideration transferred in business acquisitions. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. The accounting estimates used in the preparation of the Condensed Consolidated Financial Statements may change as new events occur, as more experience is acquired, as additional information is obtained and as the operating environment changes. Actual results could differ from those estimates. Such changes and refinements in estimation methodologies are reflected in reported results of operations in the period in which the changes are made and, if material, their effects are disclosed in the Notes to the Condensed Consolidated Financial Statements.
Cash and Cash Equivalents: Cash equivalents consist of highly liquid investments with an original maturity, when purchased, of three months or less and are stated at cost, which approximates fair value.
Accounts Receivable: Accounts receivable represents amounts due from customers in the ordinary course of business. These amounts are recorded net of the allowance for credit losses in the Condensed Consolidated Balance Sheets. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when it develops the estimate of expected credit losses. The allowance for credit losses is based upon the expected collectability of accounts receivable. The Company applies a specific formula to its accounts receivable aging, which may be adjusted on a specific account basis where the formula may not appropriately reserve for loss exposure. After all attempts to collect a receivable have failed, the receivable is written-off against the allowance for credit losses.
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A summary of changes in the Company’s allowance for credit losses is as follows (amounts in thousands):
Three Months Ended
June 27, 2026 June 28, 2025
Allowance for Credit Losses, Beginning Balance $ (851) $ (659)
Additions from Acquisitions $ (50) $ -
Provision for Credit Losses $ (94) $ (132)
Write-offs, net of Recoveries $ 57 $ 157
Effect of Foreign Exchange on Allowance for Credit losses 2 (8)
Allowance for Credit Losses, Ending Balance $ (936) $ (642)
Inventory: Inventory consists of finished goods purchased for resale and is valued at the lower of average cost or net realizable value. In the normal course of business, certain inventory items are transferred to property and equipment to be rented to customers. Costs are determined using the average cost method of inventory valuation. The Company performs physical inventory counts and cycle counts on inventory throughout the year and adjusts the recorded balance to reflect the results. Inventory is reduced by a reserve for items not saleable at or above cost by applying a specific loss factor, based on historical experience and current demand, to specific categories of inventory. The Company evaluates the valuation of inventory on a quarterly basis.
Goodwill and Intangible Assets: Goodwill represents the excess of the purchase price over the fair values of the underlying net assets of an acquired business. Goodwill is allocated to the Company's two reporting units: Service and Distribution. The Company tests goodwill for impairment for each reporting unit on an annual basis as of the first day of the fourth quarter of each fiscal year, or more frequently if conditions indicate that such impairment could exist. As of June 27, 2026, no accumulated impairment loss has been recognized for the Company's goodwill.
A summary of changes in the Company’s goodwill is as follows (amounts in thousands):
Goodwill
Distribution Service Total
Net Book Value as of March 28, 2026 $ 59,999 $ 158,186 $ 218,185
Additions 2,696 6,289 8,985
Currency Translation Adjustment (54) (308) (362)
Net Book Value as of June 27, 2026 $ 62,641 $ 164,167 $ 226,808
Intangible assets, namely customer base, covenants not to compete, and tradenames/trademarks, represent an allocation of purchase price to identifiable intangible assets of an acquired business. Intangible assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.
The gross carrying amount and accumulated amortization of Transcat's acquired identifiable intangible assets as of June 27, 2026 were as follows (in thousands):
Gross Carrying Amount Accumulated Amortization Total
Customer Base $ 122,781 $ (49,878) $ 72,902
Covenant not to Compete 3,605 (3,349) 257
Tradenames/Trademarks 6,740 (1,725) 5,015
Other 905 (885) 20
Intangible Assets, net $ 134,031 $ (55,837) $ 78,194
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The gross carrying amount and accumulated amortization of Transcat's acquired identifiable intangible assets as of March 28, 2026 were as follows (in thousands):
Gross Carrying Amount Accumulated Amortization Total
Customer Base $ 118,844 $ (46,859) $ 71,985
Covenant not to Compete 3,611 (3,258) 353
Tradenames/Trademarks 6,740 (1,396) 5,344
Other 905 (881) 24
Intangible Assets, net $ 130,100 $ (52,394) $ 77,706
Amortization expense relating to intangible assets is expected to be (amounts in thousands):
Fiscal Year Amount
Nine months remaining in 2027 $ 9,955
2028 11,861
2029 10,464
2030 9,175
2031 7,873
Thereafter 28,866
Total $ 78,194
Amortization expense relating to intangible assets was $3.5 million and $2.8 million in the three months ended June 27, 2026 and June 28, 2025, respectively, and is recorded in Selling, Marketing and Warehouse Expenses in the Company's Condensed Consolidated Statements of Income.
Other Liabilities: A summary of other current and non-current liabilities is as follows (amounts in thousands):
(Unaudited) (Audited)
June 27, 2026 March 28, 2026
Current Liabilities:
Accrued Payroll and Employee Benefits $ 5,049 $ 5,938
Accrued Incentives 3,878 5,534
Current Portion of Lease Liabilities - Operating 4,402 4,107
Current Portion of Lease Liabilities - Financing 71 270
Accrued Acquisition Holdbacks 2,247 2,247
Accrued Sales Tax 549 609
Other Current Liabilities 1,919 2,992
Accrued Compensation and Other Current Liabilities $ 18,115 $ 21,697
Non-Current Liabilities:
Postretirement Benefit Obligation $ 1,175 $ 1,188
Other Liabilities $ 1,175 $ 1,188
Revenue Recognition: The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company generates revenue from distribution product sales, equipment rental arrangements, and service offerings.
For rental and certain service arrangements that extend across reporting periods, the Company records unbilled revenue or deferred revenue, as applicable, to reflect revenue recognized in advance of or subsequent to billing. Deferred revenue,
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unbilled revenue, and deferred contract costs recorded on the Company’s Condensed Consolidated Balance Sheets as of June 27, 2026 and March 28, 2026 were immaterial. Revenue recognized during the three months ended June 27, 2026 from performance obligations satisfied in prior periods was immaterial.
The application of ASC 606 requires management to exercise judgment in identifying performance obligations, determining whether such obligations are satisfied at a point in time or over time, and estimating transaction prices. These judgments primarily relate to product shipment terms, service completion criteria, and the determination of the appropriate pattern of revenue recognition for rental and managed service arrangements.
Estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period was $6.7 million and $7.3 million as of June 27, 2026 and March 28, 2026, respectively. These are expected to be recognized revenue in one year or less. As of June 27, 2026, the Company had a de minimis amount of unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Accordingly, the Company has elected to not disclose information about remaining performance obligations.
See Note 4 for disaggregated revenue information related to the Company's segments and geographical data.
The following table presents a summary of the Company's net sales by revenue recognition method as a percentage of total net sales:
% of Total Net Sales
Three Months Ended
June 27, 2026 June 28, 2025
Point-in-Time 82.9 % 85.1 %
Over Time - Output Method 17.1 % 14.9 %
Total 100.0 % 100.0 %
Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair value of the award as of the grant date. The Company records compensation cost related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period for awards expected to vest. Excess tax benefits for share-based award activity are reflected in the Condensed Consolidated Statements of Income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first three months of fiscal year 2027 and fiscal year 2026, the Company recorded non-cash stock-based compensation cost of $2.0 million and $1.1 million, respectively, in the Condensed Consolidated Statements of Income.
Earnings Per Share: Basic earnings per share of the Company's common stock, par value $0.50 per share ("common stock"), are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share of common stock reflect the assumed conversion of stock options, unvested restricted stock units using the treasury stock method and contingent consideration classified as equity in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, proceeds received from the exercise of options and unvested restricted stock units are considered to have been used to purchase shares of common stock at the average market prices during the period, and the resulting net additional shares of common stock are included in the calculation of average shares of common stock outstanding.
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For the first three months of fiscal year 2027 and fiscal year 2026, the net additional common stock equivalents had no effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows (amounts in thousands):
Three Months Ended
June 27, 2026 June 28, 2025
Average Shares Outstanding – Basic 9,353 9,317
Effect of Dilutive Common Stock Equivalents 120 72
Average Shares Outstanding – Diluted 9,473 9,389
Anti-dilutive Common Stock Securities 81 79
Recently Adopted Accounting Pronouncements:
In July 2025, the FASB issued Accounting Standards Update ("ASU") 2025-05, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. The ASU introduces a practical expedient for the application of the current expected credit loss model to current accounts receivable and contract assets. ASU 2025-05 is effective for interim and annual reporting periods beginning in fiscal 2027. The Company has elected the practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when it develops the estimate of expected credit losses. The adoption of the ASU did not have a material impact on the Company’s financial statement disclosures.
Recent Accounting Guidance Not Yet Adopted:
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” which requires public entities to disclose specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning in fiscal 2028, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is assessing the impact the ASU will have on its financial statement disclosures.
NOTE 2– LONG-TERM DEBT
In April 2026, the Company borrowed $13.0 million under the Credit Facility for the acquisitions of SCM Metrology and Laboratories S.A. and SCM Metrologia Honduras, S.A. (together, "SCM"). In June 2026, the Company repaid $2.5 million. As of June 27, 2026, $150.0 million was available for borrowing, subject to covenant restrictions, under the Credit Facility, of which $110.4 million was outstanding.
Interest and Other Costs: The Company’s weighted average interest rate for the revolving credit facility for the first quarter of fiscal year 2027 was 5.2%.
Covenants: The Company was in compliance with all financial covenants and requirements during and as of the three months ended June 27, 2026.
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NOTE 3– STOCK-BASED COMPENSATION
Restricted Stock Units:
The following table summarizes the non-vested restricted stock units outstanding as of June 27, 2026 (in thousands, except per unit data):
Number Of RSUs Weighted Average Grant Date Fair Value
Outstanding as of March 28, 2026 201,715 $ 81.34
Granted 64,390 $ 77.35
Vested - $ -
Forfeited 3,901 $ 87.34
Outstanding as of June 27, 2026 262,204 $ 80.27
Total expense relating to restricted stock units, based on grant date fair value and the achievement criteria, was $2.0 million and $0.9 million in the first quarter of fiscal year 2027 and fiscal year 2026, respectively. As of June 27, 2026, unearned compensation, to be recognized over the grants’ respective service periods, totaled $14.2 million based on estimated achievement levels as of June 27, 2026. If the maximum performance levels were achieved, the unearned compensation could be as much as $16.3 million.
Stock Options: There were no stock option grants for the first three months of fiscal year 2027. The following weighted-average assumptions were used to value options granted during the first three months of fiscal year 2026:
Three Months Ended
June 28, 2025
Risk-Free Interest Rate 3.84 %
Volatility Factor 46.85 %
Expected Term (in Years) 4.00
Annual Dividend Rate 0.00 %
The expense related to all stock option awards was $0.1 million in the first three months of fiscal year 2027 and $0.2 million in the first three months of fiscal year 2026.
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The following table summarizes the Company’s options as of and for the first three months ended June 27, 2026 (in thousands, except price per option data and years):
Number Of Options Weighted Average Exercise Price Per Option Weighted Average Remaining Contractual Term (in years) Aggregate Intrinsic Value
Outstanding as of March 28, 2026 177 $ 72.42
Granted - $ —
Exercised (15) $ 64.87
Forfeited - $ -
Outstanding as of June 27, 2026 162 $ 68.74 4 $ 3,651
Exercisable as of June 27, 2026 118 $ 66.10 4 $ 3,169
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the third quarter of fiscal year 2027 and the exercise price, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all holders exercised their options on June 27, 2026. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.
Total unrecognized compensation cost related to non-vested stock options as of June 27, 2026 was $0.6 million, which is expected to be recognized over a period of [three years]. The aggregate intrinsic value of stock options exercised during the first three months of fiscal year 2027 was $0.4 million. Cash received from the exercise of options in the first three months of fiscal year 2027 was $1.0 million. There were no options exercised in the first three months of fiscal year 2026.
NOTE 4– SEGMENT INFORMATION
Transcat has two reportable segments: Service and Distribution. Through its Service segment, the Company offers calibration, repair, inspection, analytical qualifications, preventative maintenance, consulting and other related services. Through its Distribution segment, the Company sells and rents national and proprietary brand instruments to customers globally. There are no intersegment revenues.
The CODM does not review assets or other balance sheet information in evaluating the results of the Company's segments, and therefore, such information is not presented.
Three Months Ended June 27, 2026:
Distribution Service Total
Revenue $ 30,386 $ 62,559 $ 92,945
Less Significant Segment Expenses
Cost of Revenue 20,830 41,381
Selling, Marketing & Warehouse Expenses 3,775 7,599
General and Administrative Expenses 4,342 11,299
Operating Income $ 1,439 $ 2,280 $ 3,719
Reconciliation of Segment Operating Income to Income Before Taxes
Interest Expense 1,518
Interest Income (3)
Other Expense 19
Income Before Provision For Income Taxes $ 2,185
Capital Expenditures $ 2,388 $ 1,926
Depreciation and Amortization $ 1,908 $ 5,006
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Three Months Ended June 28, 2025:
Distribution Service Total
Revenue $ 27,280 $ 49,144 $ 76,424
Less Significant Segment Expenses
Cost of Revenue 17,668 32,935
Selling, Marketing & Warehouse Expenses 3,649 5,866
General and Administrative Expenses 3,191 7,777
Operating Income $ 2,772 $ 2,566 $ 5,338
Reconciliation of Segment Operating Income to Income Before Taxes
Interest Expense 451
Interest Income (11)
Other Expense 333
Income Before Provision For Income Taxes $ 4,565
Capital Expenditures $ 2,113 $ 2,485
Depreciation and Amortization $ 1,842 $ 3,763
The following tables present geographic data for the first three months of fiscal year 2027 and fiscal year 2026 (dollars in thousands):
Three Months Ended
June 27, 2026 June 28, 2025
Revenue (1):
United States (2) $ 87,091 $ 70,945
Canada 4,385 4,429
Other International 1,469 1,050
Total $ 92,945 $ 76,424
June 27, 2026 March 28, 2026
Property and Equipment:
United States (2) $ 52,374 $ 51,891
Canada 4,701 4,830
Other International 1,293 1,080
Total $ 58,368 $ 57,801
(1)Revenues are attributed to the countries based on the destination of a product shipment or the location where service is rendered.
(2)United States includes Puerto Rico.
NOTE 5– BUSINESS ACQUISITIONS
SCM: Effective April 9, 2026, the Company acquired 100% of the equity associated with SCM, a privately-held calibration services provider, based in Costa Rica to advance the Company's strategy to grow alongside customers in high-growth, highly regulated markets. The acquisition price of approximately $12.8 million was paid in cash and is subject to customary adjustments and holdback provisions. The purchase price was primarily financed by a draw on the Credit Facility.
The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisition. These amounts are considered preliminary as the Company is completing the analysis needed to settle working capital and the valuations required to allocate the purchase price. The primary assets acquired include goodwill of
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$9.0 million and Customer Base and Contracts of $4.0 million, which will not be deductible for income tax purposes. Customer Base and Contracts will be amortized over 14 years. Goodwill and intangible assets related to the SCM acquisition have been allocated to both of the Company's segments: 70% to Service and 30% to Distribution.
Essco: Effective August 5, 2025, the Company acquired 100% of the membership units of Essco Calibration Laboratory, LLC (“Essco”), a privately-held calibration services corporation located in the Boston Metro area that is ISO 17025 certified. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the Company’s geographic reach and the depth and breadth of the Company’s service capabilities.
The Essco goodwill is primarily attributable to the workforce acquired, as well as operational synergies and other intangibles that do not qualify for separate recognition. The goodwill and intangible assets related to the Essco acquisition have been allocated to the Service segment. Intangible assets related to the Essco acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful lives of up to 15 years and are deductible for tax purposes. Amortization of goodwill related to the Essco acquisition is deductible for income tax purposes.
The Essco Customer Base & Contracts intangible asset was calculated using the MPEEM (Multi-Period Excess Earnings Method) under the Income approach and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $34.0 million and was assigned a useful life of 15 years. The Essco Trademarks and Tradenames intangible asset was calculated using the Relief-From-Royalty Method, which is a variant of the income approach and the market approach, and adjusting for the cash flow benefit of tax amortization of purchased intangibles. The fair value was determined to be $2.7 million and was assigned a useful life of seven years. The weighted average useful life of acquired intangible assets acquired is 14 years.
The total purchase price for Essco is $85.4 million. As of June 27, 2026, $2.8 million remains unpaid and is reflected in accrued compensation and other current liabilities in the Condensed Consolidated Balance Sheets.
The Company estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisition. The following is a summary of the final purchase price allocation, in the aggregate, to the fair value of Essco's assets and liabilities acquired on August 5, 2025 (in thousands):
Goodwill $ 41,161
Intangible Asset – Customer Base & Contracts 34,000
Intangible Asset – Trademarks and Tradenames 2,700
77,861
Plus: Cash and Cash Equivalents 272
Accounts Receivable, Net 2,928
Property and Equipment, Net 4,679
Right To Use Assets 4,049
Prepaid Expenses and Other Current Assets 189
Other Assets 16
Less: Current Liabilities (735)
Lease Liabilities (3,865)
Total Purchase Price $ 85,394
Certain of the Company’s acquisition agreements include provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on the estimated fair value at the date of acquisition and at subsequent remeasurement dates, as applicable. As of June 27, 2026, no contingent consideration and $4.5 million of other holdback amounts were unpaid and are reflected in current liabilities on the Condensed Consolidated Balance Sheets.
During the first three months of fiscal years 2027 and 2026, acquisition costs were $0.6 million and less than $0.1 million, respectively, and were recorded as incurred as general and administrative expenses in the Condensed Consolidated Statements of Income.
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NOTE 6– COMMITMENTS AND CONTINGENCIES
In the normal course of business, the Company may have pending claims and legal proceedings. The Company maintains accrued expense balances for the estimated amounts of legal costs expected to be billed related to any significant matter. In the opinion of management, based on information available at this time, there are no current claims and proceedings that would have a material adverse effect on the consolidated financial statements. However, the outcomes of such legal claims and proceedings are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of any matter could have a material adverse impact on the Company's financial position and results of operations in the period in which any such effect is recorded.
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