UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-K

(Mark one)

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

For the fiscal year ended: March 26, 2022

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

For the transition period from ______to ______

Commission File Number: 000-03905

TRANSCAT, INC.

(Exact name of registrant as specified in its charter)

Ohio

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		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.50 par value		TRNS		Nasdaq Global Market

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

		Page
Cautionary Note Regarding Forward-Looking Statements		1
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	[Reserved]	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	35
Item 8.	Financial Statements and Supplementary Data	36
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	64
Item 9A.	Controls and Procedures	64
Item 9B.	Other Information	64
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	64

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	65
Item 11.	Executive Compensation	65
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
Item 14.	Principal Accountant Fees and Services	66

Part IV
Item 15.	Exhibits and Financial Statement Schedules	66
Item 16.	Form 10-K Summary	69
Signatures		70

	Geographic Expansion	Increased Capabilities	Leveraged Infrastructure
Tangent	✓		✓
NEXA	✓	✓
Upstate Metrology			✓
BioTek		✓	✓

●	We offer an “Integrated Calibration Service Solution” that provides a complete wrap-around service, which can be delivered in the following ways:
	●	in-house services: services are performed at one of our twenty-four Calibration Service Centers (often accompanied by pick-up and delivery services);
	●	periodic onsite services: Transcat technicians travel to a customer’s location, including aboard vessels docked at shipyards, and provide bench-top or in-line calibration or laboratory services on predetermined service cycles;
	●	client-based-laboratory services: Transcat establishes and manages a calibration service program within a customer’s facility; and
	●	mobile calibration services: services are completed on a customer’s property within one of our mobile calibration units.

●	For companies that maintain an internal calibration operation, we can provide:
	●	calibration of their primary calibration assets, also called “standards”; and
	●	overflow capability, either onsite or at one of our Calibration Service Centers, during periods of high demand.

●	Enterprise Asset Management
	●	Calibration – criticality risk assessment; calibration interval analysis; calibration plans/task lists; planning and scheduling.
	●	Maintenance and Spares – PM optimization; spares/BOM management; PM plans/task lists; planning and scheduling.
	●	Reliability – asset criticality assessments; asset hierarchy development; PdM plans/task lists; FMECA/RCA.
	●	CMMS – implementation and migration; data optimization; business intelligence; CMMS KPIs/reporting.
	●	Quality and Compliance – technical writing; compliance audits; remediation; compliance management.
	●	Validation – validation master plan; confidence assessment model; validation interval analysis; validation method/process optimization.

	●	The difficulty of integrating acquired operations and personnel with our existing operations;
	●	The difficulty of developing and marketing new products and services;
	●	The diversion of our management’s attention as a result of evaluating, negotiating and integrating acquisitions;
	●	Our exposure to unforeseen liabilities of acquired companies; and
	●	The loss of key employees of an acquired operation.

	●	Charges to our income to reflect the impairment of acquired intangible assets, including goodwill;
	●	Contingent consideration payments;
	●	Interest costs and debt service requirements for any debt incurred in connection with an acquisition or new business venture; and
	●	Any issuance of securities in connection with an acquisition or new business venture that dilutes or lessens the rights of our current shareholders.

	●	The impact of the COVID-19 pandemic;
	●	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 inflation, recession, disasters or other national or global crises;
	●	Sales of our common stock or other securities in the open market;
	●	Repurchases of our common stock on the open market or in privately-negotiated transactions;
	●	Period-to-period fluctuations in our operating results; and
	●	Our ability to satisfy our debt obligations.

			Approximate
Property		Location	Square Footage
Corporate Headquarters, Calibration Service Center and Distribution Center		Rochester, NY	48,500
Calibration Service Center and Headquarters for Canadian Operations		Montreal, QC	27,500
Calibration Service Center, Rental and Used Equipment Distribution Center		Houston, TX	22,300
Calibration Service Center		Denver, CO	19,400
Calibration Service Center		Los Angeles, CA	18,200
Calibration Service Center		Toronto, ON	16,900
Calibration Service Center		Philadelphia, PA	14,000
Calibration Service Center		Dayton, OH	10,500
Calibration Service Center		Boston, MA	8,900
Calibration Service Center		Indianapolis, IN	7,600
Calibration Service Center		Portland, OR	7,000
Calibration Service Center		Hopkinton, MA	6,100
Calibration Service Center		St. Louis, MO	5,600
Calibration Service Center		San Diego, CA	5,500
Calibration Service Center		Charlotte, NC	4,900
Calibration Service Center		Chesapeake, VA	4,600
Calibration Service Center		Phoenix, AZ	4,200
Calibration Service Center		Ottawa, ON	4,000
Calibration Service Center		Henrico, VA	3,600
Calibration Service Center		Ft. Wayne, IN	3,600
Calibration Service Center		San Juan, PR	1,600
Calibration Service Center		Decatur, AL	1,700
Mobile Service Unit and Offices		Pittsburgh, PA	6,300
United Scale & Engineering:
	Calibration Service Center and Warehouse	Milwaukee WI	16,000
	Calibration Service Center and Warehouse	Madison, WI	6,000
	Calibration Service Center	Green Bay, WI	3,300
Spectrum Technologies Inc. (“STI”):
	Calibration Service Center and Warehouse	Paxinos, PA	14,500

	FY 2022			FY 2021
As a Percentage of Total Revenue:
Service Revenue		59.5	%		58.4	%
Distribution Sales		40.5	%		41.6	%
Total Revenue		100.0	%		100.0	%

Gross Profit Percentage:
Service Gross Profit		31.9	%		30.3	%
Distribution Gross Profit		23.5	%		21.4	%
Total Gross Profit		28.5	%		26.6	%

Selling, Marketing and Warehouse Expenses		10.1	%		10.2	%
General and Administrative Expenses		11.5	%		10.0	%
Total Operating Expenses		21.6	%		20.2	%

Operating Income		6.9	%		6.4	%

Interest and Other Expenses, net		0.5	%		0.6	%

Income Before Provision for Income Taxes		6.4	%		5.8	%
Provision for Income Taxes		0.9	%		1.3	%
Net Income		5.6	%		4.5	%

SEC Form 10-K filed by Transcat Inc.