TRNS — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-05-27

• Transcat, Inc. (“Transcat”, the “Company,” “we” or “us”) is a leading provider of accredited calibration, reliability, maintenance optimization, quality and compliance, validation, Computerized Maintenance Management System (“CMMS”), and pipette services. The Company is focused on providing best-in-…

• Through the Company’s acquisition strategy, we have been focused on building out our business segments, expanding our core calibration business, as well as entering new geographic markets and entering adjacent and complimentary markets. This has been demonstrated by the acquisitions of Essco Calibra…

• As part of our growth strategy, we completed one acquisition during our fiscal year 2026 and two acquisitions during our fiscal year 2025:

• ● Effective August 5, 2025, the Company acquired Essco, a privately-held calibration services corporation located in the Boston Metro area that is ISO 17025 certified. Esso’s presence in Boston made it a prime acquisition candidate for Transcat. The Company believes that the acquisition of Essco, ou…

• During the fall of 2025, our Board of Directors (the “Board”) formed an independent special committee of the Board to evaluate potential opportunities for value creation during our publicly announced leadership transition. The special committee engaged a financial advisor to assist with this evaluat…

Text removed vs the prior filing · source: 10-K · 2025-05-27

• Transcat, Inc. (“Transcat”, the “Company,” “we” or “us”) 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. We are focused on providin…

• Through the Company’s acquisition strategy, we have been focused on building out our business segments, expanding our core calibration business, as well as entering new geographic markets and entering adjacent and complimentary markets. This has been demonstrated by the acquisitions of Martin Calibr…

• During fiscal year 2025, we saw a significant erosion in the Transcat Solutions business, highlighting the need to further integrate that business into our existing sales and marketing infrastructure. Through this integration, we expect to be able to leverage the appropriate resources within the Tra…

• As part of our growth strategy, we completed two acquisitions during our fiscal year 2025 and three acquisitions during our fiscal year 2024:

• ● Effective August 8, 2023, Transcat purchased all of the outstanding capital stock of Axiom, a privately-held California rental provider of electronic test equipment to customers across the United States.

Text added vs the prior filing · source: 10-K · 2026-05-27

• The following disclosures reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company, our securities, or could cause actual results to differ materially from those expressed or implied in our forward-looking statements. References to past events a…

• ● Assessing acquisitions in adjacent or new markets and integrating such acquisitions due to our level of experience in such markets;

• The profitability of our Service segment depends in part on the prices we are able to charge for our services. The prices we charge for our services, including the Transcat Solutions business, are affected by a number of factors, including:

• Customers’ perception of our ability to add value through our services;

• Our ability to develop new services and the introduction of new services by competitors;

Text removed vs the prior filing · source: 10-K · 2025-05-27

• You should carefully consider the following risks and all other information included in this report. The risks and uncertainties described below and elsewhere in this report are not the only ones facing our business. If any of the following risks were to actually occur, our business, financial condi…

• In addition, we may seek acquisitions in adjacent or new markets where we have limited experience. Challenges in assessing acquisitions in adjacent or new markets and integrating such acquisitions due to our level of experience in such markets could result in a material adverse impact on our financi…

• For example, in the Transcat Solutions business, our revenue has been negatively impacted in part by delayed starts for customer projects, which has prevented us from fully utilizing all of our technical service providers. If the utilization rate for our technical service providers declines, our rev…

• The profitability of our Service segment, including the Transcat Solutions business, depends in part on the prices we are able to charge for our services. The prices we charge for our services, including the Transcat Solutions business, are affected by a number of factors, including:

• Customers’ perception of our ability to add value through our services;

Text added vs the prior filing · source: 10-K · 2026-05-27

• Our Service segment revenue growth was 19.7% for fiscal year 2026 from fiscal year 2025. This increase was primarily due to the acquisitions of Essco and Martin. Acquired revenue, which represents revenue generated from acquisitions for twelve months subsequent to the acquisition date, was $30.9 mil…

• In fiscal year 2026, Distribution segment sales increased by 18.2%. This increase in sales primarily due to rentals of $7.5 million, product sales of $10.2 million, including contributions from the Martin and Essco acquisitions of $4.4 million.

• Financial Overview. A discussion regarding our financial condition and results of operations for the fiscal year ended March 29, 2025 and year-to-year comparisons between fiscal year 2025 and fiscal year ended March 30, 2024 ("fiscal year 2024"), which are not included in this Form 10-K, can be foun…

• Total revenue for fiscal year 2026 was $331.9 million. This represented an increase of $53.5 million or 19.2% versus total revenue of $278.4 million for fiscal year 2025. This increase was primarily due to recently completed acquisitions, increased rental sales, subcontracted third-party vendor sale…

• Service revenue was $217.2 million in fiscal year 2026, an increase of $35.8 million or 19.7%. Service revenue accounted for 65.4% of our total revenue during fiscal year 2026. Of our Service revenue in fiscal year 2026, 85.0% was generated by our Calibration Service Centers and cost control and opt…

Text removed vs the prior filing · source: 10-K · 2025-05-27

• Our Service segment revenue growth was 7.0% for fiscal year 2025 from fiscal year 2024. This increase was primarily due to the acquisitions of Martin and Becnel. Acquired revenue, which represents revenue from acquisitions completed after the end of the prior year, was $10.4 million. Service Segment…

• In fiscal year 2025, Distribution segment sales increased by 7.8%. This increase in sales primarily due to sales from the acquisition of Becnel and increases in traditional rental products.

• Financial Overview. In evaluating our results for fiscal year 2025, investors should consider that we operate on a 52/53-week fiscal year, ending the last Saturday in March. In a 52-week fiscal year, each of the four quarters is a 13-week period. In a 53-week fiscal year, the last quarter is a 14-we…

• A discussion regarding our financial condition and results of operations for the fiscal year ended March 30, 2024 and year-to-year comparisons between fiscal year 2024 and fiscal year ended March 25, 2023 ("fiscal year 2023"), which are not included in this Form 10-K, can be found under “Management’…

• Total revenue for fiscal year 2025 was $278.4 million. This represented an increase of $18.9 million or 7.3% versus total revenue of $259.5 million for fiscal year 2024. This increase was primarily due to recently completed acquisitions, and increased rental sales, which includes incremental revenue…

Text added vs the prior filing · source: 10-K · 2026-05-27

• Our exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by approximately $1.0 million assuming our borrowing levels at March 28, 2026 remained constant. As of March 28, 202…

• On July 29, 2025, we entered into a Credit Agreement (the “Credit Agreement”) with a group of three lenders establishing a new five-year $150.0 million secured revolving credit facility (the “Credit Facility”). Most borrowings under the Credit Facility bear interest, at our election, at a fixed base…

• Approximately 90% of our total revenues for each of fiscal years 2026 and 2025 were denominated in U.S. dollars, with the remainder denominated in Canadian dollars and Euros. A 10% change in the value of the Canadian dollar to the U.S. dollar and the Euro to the U.S. dollar would impact our revenue …

• In the past, we have utilized short-term foreign exchange forward contracts to reduce the risk that future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. We did not apply hedge accounting and therefore the net change in the fair value of t…

Text removed vs the prior filing · source: 10-K · 2025-05-27

• Our exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by approximately $0.3 million assuming our borrowing levels at March 29, 2025 remained constant. As of March 29, 202…

• Effective July 1, 2023, at our option, we borrow from our revolving credit facility at either the variable one-month Daily Simple SOFR or a fixed rate for a designated period at the SOFR corresponding to such period (subject to a 0.25% floor), in each case, plus a margin. Our interest rate margin is…

• On March 29, 2025, we had no hedging arrangements in place for our revolving credit facility to limit our exposure to upward movements in interest rates.

• Approximately 90% of our total revenues for each of fiscal years 2025 and 2024 were denominated in U.S. dollars, with the remainder denominated in Canadian dollars and Euros. A 10% change in the value of the Canadian dollar to the U.S. dollar and the Euro to the U.S. dollar would impact our revenue …

• We continually utilize short-term foreign exchange forward contracts to reduce the risk that future earnings denominated in Canadian dollars would be adversely affected by changes in currency exchange rates. We do not apply hedge accounting and therefore the net change in the fair value of the contr…