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: September 23, 2006

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.

(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)

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o      Accelerated filer o       Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares of Common Stock, par value $0.50 per share, of the registrant outstanding as of October 20, 2006 was 6,920,899.

 

 

		Page(s)
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Statements of Operations and Comprehensive Income for the Second Quarter and Six Months Ended September 23, 2006 and September 24, 2005		3
Consolidated Balance Sheets as of September 23, 2006 and March 25, 2006		4
Consolidated Statements of Cash Flows for the Six Months Ended September 23, 2006 and September 24, 2005		5
Consolidated Statements of Shareholders’ Equity for the Six Months Ended September 23, 2006		6
Notes to Consolidated Financial Statements		7-12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13-23
Item 3. Quantitative and Qualitative Disclosures about Market Risk		24
Item 4. Controls and Procedures		24
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders		25
Item 5. Other Information		25
Item 6. Exhibits		25
SIGNATURES		26
INDEX TO EXHIBITS		27
EX-31.1
EX-31.2
EX-32.1

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In Thousands, Except Per Share Amounts)

		(Unaudited)								(Unaudited)
		Second Quarter Ended								Six Months Ended
		September				September				September				September
		23, 2006				24, 2005				23, 2006				24, 2005
Product Sales		$	9,880			$	9,412			$	20,417			$	18,797
Service Sales			4,980				4,707				9,963				9,387
Net Sales			14,860				14,119				30,380				28,184
Cost of Products Sold			7,415				7,087				15,244				14,213
Cost of Services Sold			3,897				3,423				7,728				6,757
Total Cost of Products and Services Sold			11,312				10,510				22,972				20,970
Gross Profit			3,548				3,609				7,408				7,214
Selling, Marketing, and Warehouse Expenses			1,807				1,850				3,942				3,943
Administrative Expenses			1,222				1,247				2,610				2,429
Total Operating Expenses			3,029				3,097				6,552				6,372
Operating Income			519				512				856				842
Interest Expense			90				109				184				223
Other Expense			46				54				120				96
Total Other Expense			136				163				304				319
Income Before Income Taxes			383				349				552				523
Provision for Income Taxes			137				—				189				—
Net Income			246				349				363				523
Other Comprehensive Income:
Currency Translation Adjustment			13				99				94				80
Comprehensive Income		$	259			$	448			$	457			$	603
Basic Earnings Per Share		$	0.04			$	0.05			$	0.05			$	0.08
Average Shares Outstanding			6,902				6,618				6,864				6,574
Diluted Earnings Per Share		$	0.03			$	0.05			$	0.05			$	0.07
Average Shares Outstanding			7,425				7,315				7,377				7,269

See accompanying notes to consolidated financial statements.

TRANSCAT, INC.

CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)

		(Unaudited)
		September				March
		23, 2006				25, 2006
ASSETS
Current Assets:
Cash		$	97			$	115
Accounts Receivable, less allowance for doubtful accounts of $79 and $63 as of September 23, 2006 and March 25, 2006, respectively			7,138				7,989
Other Receivables			378				—
Finished Goods Inventory, net			4,003				3,952
Prepaid Expenses and Deferred Charges			818				732
Deferred Tax Asset			1,069				1,038
Total Current Assets			13,503				13,826
Property, Plant and Equipment, net			2,598				2,637
Assets Under Capital Leases, net			17				50
Goodwill			2,967				2,967
Prepaid Expenses and Deferred Charges			58				113
Deferred Tax Asset			1,445				1,624
Other Assets			277				271
Total Assets		$	20,865			$	21,488
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable		$	3,811			$	4,219
Accrued Payrolls, Commissions and Other			1,606				2,530
Income Taxes Payable			61				102
Current Portion of Term Loan			604				667
Capital Lease Obligations			21				56
Revolving Line of Credit			3,475				3,252
Total Current Liabilities			9,578				10,826
Term Loan, less current portion			83				353
Deferred Compensation			125				118
Deferred Gain on TPG Divestiture			1,544				1,544
Total Liabilities			11,330				12,841
Shareholders’ Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,174,689 and 7,048,028 shares issued as of September 23, 2006 and March 25, 2006, respectively; 6,908,341 and 6,791,240 shares outstanding as of September 23, 2006 and March 25, 2006, respectively			3,587				3,524
Capital in Excess of Par Value			5,091				4,641
Warrants			329				329
Unearned Compensation			(47	)			(15	)
Accumulated Other Comprehensive Gain			275				181
Retained Earnings			1,238				875
Less: Treasury Stock, at cost, 266,348 and 256,788 shares as of September 23, 2006 and March 25, 2006, respectively			(938	)			(888	)
Total Shareholders’ Equity			9,535				8,647
Total Liabilities and Shareholders’ Equity		$	20,865			$	21,488

See accompanying notes to consolidated financial statements.

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)

		(Unaudited)
		Six Months Ended
		September				September
		23, 2006				24, 2005
Cash Flows from Operating Activities:
Net Income		$	363			$	523
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Deferred Income Taxes			148				—
Depreciation and Amortization			769				610
Provision for Doubtful Accounts Receivable			47				13
Provision for Returns			1				(3	)
Provision for Slow Moving or Obsolete Inventory			(5	)			6
Common Stock Expense			304				44
Amortization of Unearned Compensation			24				24
Changes in Assets and Liabilities:
Accounts Receivable and Other Receivables			515				1,474
Inventory			(46	)			456
Prepaid Expenses, Deferred Charges and Other			(280	)			(421	)
Accounts Payable			(408	)			(414	)
Accrued Payrolls, Commissions and Other			(924	)			(277	)
Income Taxes Payable			(41	)			—
Deposits			—				(37	)
Deferred Compensation			—				(6	)
Net Cash Provided by Operating Activities			467				1,992
Cash Flows from Investing Activities:
Purchase of Property, Plant and Equipment			(454	)			(362	)
Net Cash Used in Investing Activities			(454	)			(362	)
Cash Flows from Financing Activities:
Revolving Line of Credit, net			223				(1,494	)
Payments on Term Loans			(333	)			(424	)
Payments on Capital Leases			(35	)			(32	)
Issuance of Common Stock			110				229
Net Cash Used in Financing Activities			(35	)			(1,721	)
Effect of Exchange Rate Changes on Cash			4				80
Net Decrease in Cash			(18	)			(11	)
Cash at Beginning of Period			115				106
Cash at End of Period		$	97			$	95
Supplemental Disclosure of Non-Cash Financing Activity:
Treasury Stock Acquired in Cashless Exercise of Stock Options		$	50			$	—
Non-Cash Issuance of Common Stock		$	109			$	—

See accompanying notes to consolidated financial statements.

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In Thousands)
(Unaudited)

										Capital
		Common Stock								In												Accumulated								Treasury Stock
		Issued								Excess												Other								Outstanding
		$0.50 Par Value								Of Par								Unearned				Comprehensive				Retained				at Cost
		Shares				Amount				Value				Warrants				Compensation				Gain				Earnings				Shares				Amount				Total
Balance as of March 25, 2006			7,048			$	3,524			$	4,641			$	329			$	(15	)		$	181			$	875				257			$	(888	)		$	8,647
Issuance of Common Stock			106				53				107																				9				(50	)			110
Stock Option Compensation											244																												244
Restricted Stock:
Issuance of Restricted Stock			20				10				99								(56	)																			53
Amortization of Unearned Compensation																			24																				24
Comprehensive Income:
Currency Translation Adjustment																							94																94
Net Income																											363												363
Balance as of September 23, 2006			7,174			$	3,587			$	5,091			$	329			$	(47	)		$	275			$	1,238				266			$	(938	)		$	9,535

See accompanying notes to consolidated financial statements.

TRANSCAT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In Thousands, Except Per Share Amounts)

NOTE 1 — NATURE OF BUSINESS AND BASIS OF PRESENTATION

Description of Business: Transcat, Inc. (“Transcat” or “Company”) is a leading distributor of professional grade test, measurement, and calibration instruments and a provider of calibration and repair services, primarily throughout the process, life science and manufacturing industries.

Basis of Presentation: Transcat’s unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, the 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 the results to be expected for the fiscal year. The accompanying Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements as of and for the fiscal year ended March 25, 2006 (“fiscal year 2006”) contained in the Company’s 2006 Annual Report on Form 10-K filed with the SEC.

NOTE 2 — EARNINGS PER SHARE

Basic earnings per share of 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 dilutive stock options, warrants, and non-vested restricted stock awards. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and warrants 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.

For the second quarter and the first six months of the fiscal year ending March 31, 2007 (“fiscal year 2007”), the net additional Common Stock equivalents had a $.01 per share effect and no effect, respectively, on the calculation of dilutive earnings per share. For the second quarter and the first six months of the fiscal year 2006, the net additional Common Stock equivalents had no effect and a $.01 per share effect, respectively, on the calculation of dilutive earnings per share. The total number of dilutive and anti-dilutive Common Stock equivalents resulting from stock options, warrants and non-vested restricted stock are summarized as follows:

		Second Quarter Ended								Six Months Ended
		September				September				September				September
		23, 2006				24, 2005				23, 2006				24, 2005
Shares Outstanding:
Dilutive			523				697				513				695
Anti-dilutive			368				501				378				503
Total			891				1,198				891				1,198
Range of Exercise Prices per Share:
Options		$	0.80—$5.80			$	0.80—$4.26			$	0.80—$5.80			$	0.80—$4.26
Warrants		$	0.97—$5.80			$	0.97—$4.26			$	0.97—$5.80			$	0.97—$4.26

NOTE 3 — STOCK-BASED COMPENSATION

In June 2003, the Company adopted the Transcat, Inc. 2003 Incentive Plan (“2003 Plan”), which was approved by the Company’s shareholders in August 2003 and amended by the Company’s shareholders in August 2006 to permit directors to participate in the plan. The 2003 Plan replaced the Transcat, Inc. Amended and Restated 1993 Stock Option Plan (“1993 Plan”). The 918 shares that were outstanding as of the termination of the 1993 Plan were reserved under the 2003 Plan. The 2003 Plan provides for grants of options to directors, officers and key employees to purchase Common Stock at no less than the fair market value at the date of grant. Options generally vest over a period of up to four years and expire up to ten years from the date of grant. As of September 23, 2006, the Company had 764 stock options available for grant. There were 54 stock options granted during the six months ended September 23, 2006. Compensation expense of $0.2 million related to stock options for the six months ended September 23, 2006 has been recognized as a component of Administrative Expenses in the accompanying Consolidated Financial Statements.

Effective March 26, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”), which requires the Company to measure the cost of employee services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. SFAS 123R supersedes SFAS No. 123, Accounting for Stock-Based Compensation, and Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”). The Company has adopted SFAS 123R using the modified prospective application method which requires the Company to record compensation cost related to unvested stock awards as of March 25, 2006 by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards with no change in historical reported earnings. Awards granted after March 25, 2006 will be valued at fair value in accordance with the provisions of SFAS 123R and recognized on a straight line basis over the service periods of each award. Results for prior periods have not been restated. SFAS 123R also requires excess tax benefits from the exercise of stock options to be presented in the consolidated statements of cash flows as a financing activity rather than an operating activity, as presented prior to the adoption of SFAS 123R. Excess tax benefits are realized benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock-based compensation costs for such options. The Company did not have any stock-based compensation costs capitalized as part of an asset. The Company estimated forfeiture rates for the first six months of fiscal year 2007 based on its historical experience.

Prior to fiscal year 2007, the Company accounted for stock-based compensation in accordance with APB 25 using the intrinsic value method, which did not require that compensation cost be recognized for the Company’s stock options provided the option exercise price was equal to or greater than the common stock fair market value on the date of grant. Prior to fiscal year 2007, the Company provided pro forma disclosure amounts in accordance with SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure (“SFAS No. 148”), as if the fair value method defined in SFAS 123 had been applied to its stock-based compensation. The Company’s net income and net income per share for the six months ended September 24, 2005 would have been reduced if compensation cost related to stock options had been recorded in the financial statements based on fair value at the grant dates.

The estimated fair value of the options granted during fiscal year 2007 and prior years was calculated using the Black-Scholes-Merton option pricing model (“Black-Scholes”). The following summarizes the assumptions used in the fiscal year 2007 Black-Scholes model:

Expected life		6 years
Annualized volatility rate			80%
Risk-free rate of return			4.75%
Dividend rate			0.0%

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate of return for periods within the contractual life of the option is based on a zero-coupon U.S. government instrument over the contractual term of the equity instrument. Expected volatility is based on historical volatility of the Company’s stock. The expected term of all options granted is estimated by taking the average of the weighted average vesting term and the contractual term, as illustrated in the SEC Staff Accounting Bulletin 107. This methodology is not materially different from the Company’s historical data on exercise timing. Separate groups of employees that have similar historical exercise behavior with regard to option exercise timing and forfeiture rates are considered separately for valuation and attribution purposes.

As a result of adopting SFAS 123R, Net Income for the quarter and the six months ended September 23, 2006 included $0.1 million and $0.2 million, respectively, for stock-based compensation. The impact on both basic and diluted earnings per share for the quarter and the six months ended September 23, 2006 was $.01 and $.03, respectively, per share. Pro forma net income as if the fair value based method had been applied to all stock option awards is as follows:

		Second Quarter Ended								Six Months Ended
		September				September				September				September
		23, 2006				24, 2005				23, 2006				24, 2005
Net Income, as reported		$	246			$	349			$	363			$	523
Add: Stock-based employee compensation expense included in reported net income, net of related tax effects			83				11				205				24
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			(83	)			(59	)			(205	)			(120	)
Pro Forma Net Income		$	246			$	301			$	363			$	427
Earnings Per Share:
Basic — as reported		$	0.04			$	0.05			$	0.05			$	0.08
Basic — pro forma		$	0.04			$	0.05			$	0.05			$	0.06
Average Shares Outstanding			6,902				6,618				6,864				6,574
Diluted — as reported		$	0.03			$	0.05			$	0.05			$	0.07
Diluted — pro forma		$	0.03			$	0.04			$	0.05			$	0.06
Average Shares Outstanding			7,425				7,315				7,377				7,269

As of September 23, 2006, the Company had $0.3 million of total unrecognized compensation cost related to stock options that is expected to be recognized over a weighted average period of approximately 2 years.

Option activity as of September 23, 2006 and changes during the six months then ended were as follows:

		Number				Weighted				Weighted Average				Aggregate
		of				Average				Remaining Contractual				Intrinsic
		Shares				Price				Term (in years)				Value
Outstanding as of March 25, 2006			452			$	1.97
Add (Deduct):
Granted			54				5.70
Exercised			(71	)			1.00
Forfeited			(7	)			2.96
Outstanding as of September 23, 2006			428				2.59				5			$	1,169
Exercisable as of September 23, 2006			253			$	1.66				3			$	911

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 second quarter of fiscal year 2007 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 option holders exercised their options on September 23, 2006. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

The aggregate intrinsic value of stock options exercised during the six months ended September 23, 2006 and September 24, 2005 was $0.3 million and $0.4 million, respectively. Cash receipts from the exercise of options were less than $0.1 million during the six months ended September 23, 2006 and $0.2 million during the six months ended September 24, 2005. The Company recognized an immaterial tax benefit in the six months ended September 23, 2006 related to the exercise of employee stock options.

Compensation expense related to shares issued to the Company’s employees through the Employees’ Stock Purchase Plan was $5 for the six months ended September 23, 2006.

NOTE 4 — DEBT

Description. On November 13, 2002, Transcat entered into a Revolving Credit and Loan Agreement (“Credit Agreement”) with GMAC Business Credit, LLC (“GMAC”). The Credit Agreement consisted of a term loan, a revolving line of credit (“LOC”), and certain material terms which are as set forth below.

The Credit Agreement was amended on April 11, 2003 to address certain non-material post closing conditions.

The Credit Agreement was further amended on July 22, 2004 to waive compliance with an EBITDA (earnings before interest, income taxes, depreciation and amortization) covenant for the first quarter of fiscal year 2005, permanently waive a requirement relating to an inactive subsidiary that the Company had committed to dissolve by a specific date (that has been subsequently dissolved), and increase the Credit Agreement restriction on Master Catalog spending.

Transcat amended the Credit Agreement again on November 1, 2004 (“Third Amendment”). The Third Amendment consisted of two term notes, a LOC, a capital expenditure loan option if certain conditions are met, and certain material terms which are as set forth below. The Third Amendment also waived compliance with the Company’s EBITDA covenant for the second quarter of fiscal year 2005 and extended the Credit Agreement expiration from November 13, 2005 to October 31, 2007.

The Credit Agreement was further amended on March 16, 2006 (“Fourth Amendment”). The Fourth Amendment provided GMAC’s consent to the acquisition of N.W. Calibration Inspection, Inc. (“NWCI”), reduced the interest rates by 0.375% in all tiers and loans, extended the Credit Agreement expiration from October 31, 2007 to October 31, 2008 and provided for a termination premium of 0.25% payable by Transcat, if applicable, for the additional year, increased the capital expenditure covenant for fiscal year 2006 from $1.5 million to $2.0 million, and permitted Transcat to include NWCI receivables in the borrowing base, upon satisfaction of certain conditions.

Term Loans. Under the terms of the Credit Agreement, as amended, the Company has two term loans, Term Loan A and Term Loan B, in the amounts of $1.5 million and $0.5 million, respectively. The notes representing the term loans require annual payments of $0.5 million and $0.2 million, respectively, payable over three years in equal monthly installments, commencing on December 1, 2004. The Company is further required to reduce the term loans on an annual basis by a percentage of excess cash flow, as defined in the Credit Agreement, as amended. Term Loan B will be reduced by the lesser of the balance owed on Term Loan B or 50% of the Company’s excess cash flow payable in three monthly installments. Once Term Loan B has been repaid, the excess cash flow payment required against Term Loan A is 20% of the Company’s excess cash flow, not to exceed $0.2 million, annually. As of September 23, 2006, the Credit Agreement, as amended, requires the Company to make the following principal payments on the combined term loans, before giving effect to any excess cash flow payments that may be made:

		Principal Payments Before Giving
		Effect to Excess Cash Flow Payments
		Term Loan A				Term Loan B				Total
Fiscal Year 2007 (1)		$	250			$	84			$	334
Fiscal Year 2008			333				20				353
Total		$	583			$	104			$	687

LOC. Under the Credit Agreement, as amended, the maximum amount available under the LOC portion is $9.0 million. As of September 23, 2006, the Company was eligible to borrow up to $7.4 million based on certain of the Company’s assets and had borrowed $3.5 million. Availability under the LOC is determined by a formula based on eligible accounts receivable (85%) and inventory (50%).

The Credit Agreement, as amended, contains both a subjective acceleration clause and a requirement to maintain a lock-box arrangement. These conditions result in a short-term classification of the LOC in accordance with EITF Issue No. 95-22, Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that include both a Subjective Acceleration Clause and a Lock-Box Arrangement.

Interest. Interest on the term loans and LOC is adjusted on a quarterly basis based upon the Company’s calculated Fixed Charge Coverage Ratio, as defined in the Credit Agreement, as amended (see chart below). The prime rate and the 30-day London Interbank Offered Rate (“LIBOR”) as of September 23, 2006 were 8.3% and 5.3%, respectively. The Company’s interest rate for the first six months of fiscal year 2007 ranged from 6.8% to 8.4% and was at tier 2, as described in the following chart:

		Fixed Charge
Tier		Coverage Ratio		Term Loan A		Term Loan B		LOC
1		1.249 or less		(a) Prime Rate plus 0.125% or		Prime Rate plus 0.375%		(a) Prime Rate minus 0.375% or
				(b) LIBOR plus 2.875%				(b) LIBOR plus 2.375%
2		1.25 to 1.49		(a) Prime Rate minus 0.125% or		Prime Rate plus 0.125%		(a) Prime Rate minus 0.375% or
				(b) LIBOR plus 2.625%				(b) LIBOR plus 2.125%
3		1.50 or greater		(a) Prime Rate minus 0.375% or		Prime Rate minus 0.125%		(a) Prime Rate minus 0.375% or
				(b) LIBOR plus 2.375%				(b) LIBOR plus 1.875%

Covenants. The Credit Agreement, as amended, has certain covenants with which the Company has to comply, including a minimum EBITDA covenant, and restrictions on capital expenditures and Master Catalog spending. The Company was in compliance with all loan covenants and requirements throughout the first six months of fiscal year 2007.

Loan Costs. In accordance with EITF Issue No. 98-14, Debtor’s Accounting for Changes in Line-of-Credit or Revolving-Debt Arrangements, any fees paid to GMAC, third party costs associated with the LOC, and unamortized costs remaining under the Credit Agreement, as amended, are amortized over the term of the Credit Agreement.

Other Terms. The Credit Agreement, as amended, requires a termination premium should an event of default occur. A termination premium of 1% of the advance limit in year one, 0.5% in year two, and 0.25% in year three, as defined in the Credit Agreement, will be incurred if the Credit Agreement is terminated prior to its expiration date of October 31, 2008.

Additionally, the Company has pledged certain property and fixtures in favor of GMAC, including inventory, equipment, and accounts receivable as collateral security for the loans made under the Credit Agreement, as amended.

NOTE 5 — SEGMENT INFORMATION

Transcat has two reportable segments: Distribution Products (“Product”) and Calibration Services (“Service”). The Company has no inter-segment sales. The following table presents segment information for the second quarter and six months ended September 23, 2006 and September 24, 2005:

		Second Quarter Ended								Six Months Ended
		September				September				September				September
		23, 2006				24, 2005				23, 2006				24, 2005
Net Sales:
Product		$	9,880			$	9,412			$	20,417			$	18,797
Service			4,980				4,707				9,963				9,387
Total			14,860				14,119				30,380				28,184
Gross Profit:
Product			2,465				2,325				5,173				4,584
Service			1,083				1,284				2,235				2,630
Total			3,548				3,609				7,408				7,214
Operating Expenses:
Product			1,856				1,793				3,962				3,699
Service			1,173				1,304				2,590				2,673
Total			3,029				3,097				6,552				6,372
Operating Income (Loss):
Product			609				532				1,211				885
Service			(90	)			(20	)			(355	)			(43	)
Total			519				512				856				842
Unallocated Amounts:
Other Expense (including interest)			136				163				304				319
Provision for Income Taxes			137				—				189				—
Total			273				163				493				319
Net Income		$	246			$	349			$	363			$	523

NOTE 6 — COMMITMENTS

Unconditional Purchase Obligation: In fiscal year 2002, the Company entered into a distribution agreement (“Distribution Agreement”) with Fluke Electronics Corporation (“Fluke”) to be the exclusive worldwide distributor of Transmation and Altek products until December 31, 2006. Under the Distribution Agreement, the Company also agreed to purchase a pre-determined amount of inventory from Fluke.

On October 31, 2002, with an effective date of September 1, 2002, the Company entered into a new distribution agreement (“New Agreement”) with Fluke, which replaced the Distribution Agreement. The New Agreement ends on December 31, 2006. Under the
terms of the New Agreement, among other items, the Company agreed to purchase a larger, pre-determined amount of inventory across a broader array of products and brands during each calendar year. The Company’s purchases for calendar years 2005, 2004, and 2003 exceeded the commitment under the New Agreement. The Company believes that this commitment to make future purchases is consistent with Transcat’s business needs and plans.

NOTE 7 — VENDOR CONCENTRATION

Approximately 30% of Transcat’s product purchases on an annual basis are from Fluke, which is believed to be consistent with Fluke’s share of the markets the Company serves.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements. This report and, in particular, the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of this report, contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These include statements concerning expectations, estimates, and projections about the industry, management beliefs and assumptions of Transcat, Inc. (“Transcat”, “we”, “us”, or “our”). Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to forecast. Therefore, our actual results may materially differ from those expressed or forecasted in any such forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Rounding. Certain percentages may vary depending on the basis used for the calculation, such as dollars in thousands and dollars in millions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Revenue Recognition: Sales are recorded when products are shipped or services are rendered to customers, as we generally have no significant post delivery obligations, our prices are fixed and determinable, collection of the resulting receivable is probable, and returns are reasonably estimated. Provisions for customer returns are provided for in the period the related sales are recorded based upon historical data. We recognize the majority of our service revenue based upon when the calibration or repair activity is performed then shipped and/or delivered to the customer. Some of our service revenue is generated from managing customers’ calibration programs in which we recognize revenue in equal amounts at fixed intervals. Our shipments are generally free on board shipping point and our customers are generally invoiced for freight, shipping, and handling charges.

Accounts Receivable: Accounts receivable represent receivables from customers in the ordinary course of business. These amounts are recorded net of the allowance for doubtful accounts and returns in our Consolidated Balance Sheets. The allowance for doubtful accounts is based upon the expected collectibility of accounts receivable. We apply a specific formula to our accounts receivable aging, which may be adjusted on a specific account basis where the specific 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 doubtful accounts. The returns reserve is calculated based upon the historical rate of returns applied to sales over a specific timeframe. The returns reserve will increase or decrease as a result of changes in the level of sales and/or the historical rate of returns.

Stock Options: Effective March 26, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (“SFAS 123R”), which requires us to measure the cost of employee services received in exchange for all equity awards granted including stock options based on the fair market value of the award as of the grant date. SFAS 123R supersedes SFAS No. 123, Accounting for Stock-Based Compensation and Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”). We have adopted SFAS 123R using the modified prospective application method which requires us to record compensation cost related to unvested stock awards as of March 25, 2006 by recognizing the unamortized grant date fair value of these awards over the remaining service periods of those awards with no change in historical reported earnings. Awards granted after March 25, 2006 are valued at fair value in accordance with the provisions of SFAS 123R and recognized on a straight line basis over the service periods of each award. Results for prior periods have not been restated. SFAS 123R also requires excess tax benefits from the exercise of stock options to be presented in the consolidated statements of cash flows as a financing activity rather than an operating activity, as presented prior to the adoption of SFAS 123R. Excess tax benefits are realized benefits from tax deductions for exercised options in excess of the deferred tax asset attributable to stock-based compensation costs for such options. We did not have any stock-based compensation costs capitalized as part of an asset. We estimated forfeiture rates for the first six months of fiscal year 2007 based on our historical experience.

Off-Balance Sheet Arrangements: We do not maintain any off-balance sheet arrangements.

RESULTS OF OPERATIONS

The following table sets forth, for the second quarter and first six months of fiscal years 2007 and 2006, the components of our Consolidated Statements of Operations (calculated on dollars in thousands).

		(Unaudited)								(Unaudited)
		Second Quarter Ended								Six Months Ended
		September				September				September				September
		23, 2006				24, 2005				23, 2006				24, 2005
As a Percentage of Net Sales:
Product Sales			66.5	%			66.7	%			67.2	%			66.7	%
Service Sales			33.5	%			33.3	%			32.8	%			33.3	%
Net Sales			100.0	%			100.0	%			100.0	%			100.0	%
Product Gross Profit			24.9	%			24.7	%			25.3	%			24.4	%
Service Gross Profit			21.7	%			27.3	%			22.4	%			28.0	%
Total Gross Profit			23.9	%			25.6	%			24.4	%			25.6	%
Selling, Marketing, and Warehouse Expenses			12.2	%			13.1	%			13.0	%			14.0	%
Administrative Expenses			8.2	%			8.8	%			8.6	%			8.6	%
Total Operating Expenses			20.4	%			21.9	%			21.6	%			22.6	%
Operating Income			3.5	%			3.7	%			2.8	%			3.0	%
Interest Expense			0.6	%			0.8	%			0.6	%			0.8	%
Other Expense			0.3	%			0.4	%			0.4	%			0.3	%
Total Other Expense			0.9	%			1.2	%			1.0	%			1.1	%
Income Before Income Taxes			2.6	%			2.5	%			1.8	%			1.9	%
Provision for Income Taxes			0.9	%			—	%			0.6	%			—	%
Net Income			1.7	%			2.5	%			1.2	%			1.9	%

SECOND QUARTER ENDED SEPTEMBER 23, 2006 COMPARED TO SECOND QUARTER ENDED SEPTEMBER 24, 2005 (dollars in millions):

Sales:

		Second Quarter Ended
		September				September
		23, 2006				24, 2005
Net Sales:
Product		$	9.9			$	9.4
Service			5.0				4.7
Total		$	14.9			$	14.1

Net sales increased $0.8 million or 5.7% (calculated on dollars in millions) from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007.

Our distribution products net sales results, which accounted for 66.5% of our sales in the second quarter of fiscal year 2007 and 66.7% of our sales in the second quarter of fiscal year 2006 (calculated on dollars in thousands), reflect improved year-over-year customer response to our sales and marketing activities and increased sales in our indirect channel of distribution. Our fiscal years 2007 and 2006 product sales in relation to prior fiscal year quarter comparisons, is as follows (calculated on dollars in millions):

		FY 2007									FY 2006
		Q2				Q1					Q4				Q3				Q2				Q1
Product Sales Growth			5.3	%			11.7	%				4.0	%			16.2	%			13.3	%			5.6	%

In the second quarter of fiscal year 2007, our direct channel grew at 3.7% (calculated on dollars in thousands) year-over-year. This is a result of strong growth in international sales, despite relatively flat US and Canadian year-over-year sales growth. In addition, we experienced continued double-digit growth in our indirect channel, primarily from high-volume electrical and instrumentation wholesalers, which caused a shift in our mix by distribution channel. Government sales decreased as a result of less aggressive quoting on government orders, which resulted in higher profit percentages for government sales. The following table provides the percentage of net sales and the approximate gross profit percentage for significant product distribution channels for the second quarter of fiscal years 2007 and 2006 (calculated on dollars in thousands):

		FY 2007 Second Quarter									FY 2006 Second Quarter
		Percent of				Gross					Percent of				Gross
		Net Sales				Profit % (1)					Net Sales				Profit % (1)
Direct			83.9	%			25.8	%				84.7	%			24.9	%
Government			0.7	%			5.9	%				1.6	%			2.1	%
Indirect			15.4	%			13.0	%				13.7	%			13.9	%
Total			100.0	%			23.7	%				100.0	%			23.0	%

Customer product orders include orders for products that we routinely stock in our inventory, customized products, and other products ordered less frequently, which we do not stock. Unshippable product orders are primarily backorders, but also include products that are requested to be calibrated in our calibration laboratories prior to shipment, orders required to be shipped complete, and orders required to be shipped at a future date. Our total unshippable product orders for the second quarter of fiscal year 2007 were $0.6 million higher than the second quarter of fiscal year 2006. This is mainly a result of two significant product orders that were received at the end of the second quarter of fiscal year 2007, but will be shipped in future quarters as we await the receipt of the goods from our suppliers. These orders were also the key driver of the increase in the percentage of unshippable product orders that are backorders. The following table reflects the percentage of total unshippable product orders that are backorders at the end of each fiscal quarter and our historical trend of total unshippable product orders (calculated on dollars in millions):

		FY 2007									FY 2006
		Q2				Q1					Q4				Q3				Q2				Q1
Total Unshippable Orders		$	2.1			$	1.4				$	1.4			$	1.3			$	1.5			$	1.3
% of Unshippable Orders that Are Backorders			90.5	%			78.6	%				92.9	%			84.6	%			72.1	%			78.7	%

Calibration services net sales increased $0.3 million, or 6.4% (calculated on dollars in millions), from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007. This increase is attributable almost entirely to our acquisition of NWCI during the fourth quarter of fiscal year 2006. In addition, within any quarter, while we may add new customers, we may also have customers from the prior year whose calibrations may not repeat during the same quarter for any number of factors. Among those factors are the variations in the timing of customer periodic calibrations on equipment and repair services, customer capital expenditures and customer outsourcing decisions. Our fiscal year 2007 second quarter calibration services sales in relation to prior fiscal year quarter comparisons, is as follows (calculated on dollars in millions):

		FY 2007									FY 2006
		Q2				Q1					Q4				Q3				Q2				Q1
Service Sales Growth			6.4	%			6.4	%				0.0	%			11.9	%			11.9	%			6.8	%

Gross Profit:

		Second Quarter Ended
		September				September
		23, 2006				24, 2005
Gross Profit:
Product		$	2.5			$	2.3
Service			1.1				1.3
Total		$	3.6			$	3.6

Gross profit decreased as a percent of net sales from 25.6% in the second quarter of fiscal year 2006 to 23.9% in the second quarter of fiscal year 2007 (calculated on dollars in thousands).

Product gross profit increased $0.2 million, or 8.7% (calculated on dollars in millions) from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007, primarily attributable to the 5.3% (calculated on dollars in millions) increase in product net sales. As a percentage of product net sales, product gross profit increased 0.8 points (calculated on dollars in millions) from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007. This was primarily attributable to a reduction in our discount rates extended to customers within our direct channel. Partially offsetting this increase was $0.1 million less in rebates achieved in the second quarter of fiscal year 2007, compared to the second quarter of fiscal year 2006. The product net sales growth in our indirect distribution channel, which typically supports lower margins, also partially offset the improvement in the product gross profit percentage.

Our product gross profit can be impacted by a number of factors that influence quarterly comparisons. Among those factors are sales to certain channels that do not support the margins of our core customer base, periodic rebates on purchases discussed above, and cooperative advertising received from suppliers reported as a reduction of cost of sales in accordance with Emerging Issues Task Force Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor. The following table reflects the quarterly historical trend of our product gross profit as a percent of net sales (calculated on dollars in millions):

		FY 2007									FY 2006
		Q2				Q1					Q4				Q3				Q2				Q1
Product Gross Profit % (1)			23.7	%			22.1	%				23.1	%			23.9	%			22.6	%			22.8	%
Other Income (Expense) % (2)			1.6	%			3.6	%				-0.2	%			0.4	%			1.9	%			1.7	%
Product Gross Profit %			25.3	%			25.7	%				22.9	%			24.3	%			24.5	%			24.5	%

Calibration services gross profit decreased $0.2 million or 5.7 points (calculated on dollars in millions) from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007. This decrease is primarily due to increases in our operating costs along with relatively flat revenue (exclusive of incremental NWCI sales). The following table reflects the quarterly historical trend of our calibration services gross profit as a percent of net sales (calculated on dollars in millions):

		FY 2007									FY 2006
		Q2				Q1					Q4				Q3				Q2				Q1
Service Gross Profit %			22.0	%			24.0	%				29.1	%			23.4	%			27.7	%			27.7	%

Operating Expenses:

		Second Quarter Ended
		September				September
		23, 2006				24, 2005
Operating Expenses:
Selling, Marketing, and Warehouse		$	1.8			$	1.9
Administrative			1.2				1.2
Total		$	3.0			$	3.1

Operating expenses decreased $0.1 million, or 3.2% (calculated on dollars in millions), from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007. Operating expenses as a percent of total net sales decreased from 21.9% in the second quarter fiscal year 2006 to 20.4% in the second quarter fiscal year 2007 (calculated on dollars in thousands). Selling, marketing, and warehouse expenses decreased $0.1 million due to a concerted effort to control spending, while achieving the above mentioned 5.7% overall sales growth. Administrative expenses were flat from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007. Increased stock option expense per SFAS 123R, which we adopted in the first quarter of fiscal year 2007, was offset by reductions in other employee-related expenses.

Other Expense:

		Second Quarter Ended
		September				September
		23, 2006				24, 2005
Other Expense:
Interest Expense		$	0.1			$	0.1
Other Expense			—				0.1
Total		$	0.1			$	0.2

Interest expense was consistent from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007 as reduced debt balances were offset by higher interest rates. Other expense decreased $0.1 million from the second quarter of fiscal year 2006 to the second quarter of fiscal year 2007, primarily attributable to a decrease in net losses in Canadian currency transactions.

Taxes:

		Second Quarter Ended
		September				September
		23, 2006				24, 2005
Provision for Income Taxes		$	0.1			$	—

In the second quarter of fiscal year 2007, we recognized a $0.1 million provision for income taxes. In the second quarter of fiscal year 2006, we did not recognize any provision for income taxes as pretax income was offset by a reduction in our deferred tax asset valuation allowance. When calculating income tax expense, we recognize valuation allowances for deferred tax assets, which may not be realized, using a “more likely than not” approach.

SIX MONTHS ENDED SEPTEMBER 23, 2006 COMPARED TO SIX MONTHS ENDED SEPTEMBER 24, 2005 (dollars in millions):

Sales:

		Six Months Ended
		September				September
		23, 2006				24, 2005
Net Sales:
Product		$	20.4			$	18.8
Service			10.0				9.4
Total		$	30.4			$	28.2

Net sales increased $2.2 million or 7.8% (calculated on dollars in millions) from the first six months of fiscal year 2006 to the first six months of fiscal year 2007.

Our distribution products net sales results, which accounted for 67.2% of our sales in the first six months of fiscal year 2007 and 66.7% of our sales in the first six months of fiscal year 2006 (calculated on dollars in thousands), reflect improved year-over-year customer response to our sales and marketing activities.

Sales growth in both our direct and indirect channels has accounted for the $1.6 million, or 8.5% (calculated on dollars in millions) increase in distribution products net sales for the first six months of fiscal year 2007 compared to the first six months of fiscal year 2006. Sales within our government channel have continued to decrease as a result of less aggressive quoting of low margin government orders. Our fiscal years 2007 and 2006 product sales in relation to prior fiscal year first six months comparisons, is as follows (calculated on dollars in millions):

		Six Months Ended									Six Months Ended
		September 23, 2006									September 24, 2005
		Percent of				Gross					Percent of				Gross
		Net Sales				Profit % (1)					Net Sales				Profit % (1)
Direct			82.5	%			25.4	%				85.0	%			25.0	%
Government			0.9	%			2.9	%				2.0	%			1.9	%
Indirect			16.6	%			12.5	%				13.0	%			13.4	%
Total			100.0	%			23.0	%				100.0	%			23.0	%

Calibration services net sales increased $0.6 million, or 6.4% (calculated on dollars in millions), from the first six months of fiscal year 2006 to the first six months of fiscal year 2007. This increase is attributable almost entirely to our acquisition of NWCI during the fourth quarter of fiscal year 2006. In addition, within any six month period, while we may add new customers, we may also have customers from the prior year whose calibrations may not repeat during the same period for any number of factors. Among those factors are the variations in the timing of customer periodic calibrations on equipment and repair services, customer capital expenditures and customer outsourcing decisions.

Gross Profit:

		Six Months Ended
		September				September
		23, 2006				24, 2005
Gross Profit:
Product		$	5.2			$	4.6
Service			2.2				2.6
Total		$	7.4			$	7.2

Gross profit decreased as a percent of net sales from 25.6% in the first six months of fiscal year 2006 to 24.4% in the first six months of fiscal year 2007 (calculated on dollars in thousands).

Product gross profit increased $0.6 million, or 13.0% (calculated on dollars in millions) from the first six months of fiscal year 2006 to the first six months of fiscal year 2007, primarily because of the above mentioned 8.5% (calculated on dollars in millions) increase in product net sales. As a percent of product net sales, product gross profit increased 0.9 points (calculated on dollars in thousands) from the first six months of fiscal year 2006 to the first six months of fiscal year 2007, primarily attributable to a $0.2 million increase in rebates achieved in the first six months of fiscal year 2007. Improvement to our product gross profit percent as a result of a reduction in our discount rates extended to our customers within our direct channel was offset by sales growth in our indirect distribution channel, which typically supports lower margin percentages.

Calibration services gross profit decreased $0.4 million or 5.6 points (calculated on dollars in thousands) from the first six months of fiscal year 2006 to the first six months of fiscal year 2007. This decrease is primarily due to increases in our operating costs along with relatively flat revenue (exclusive of incremental NWCI sales).

Operating Expenses:

		Six Months Ended
		September				September
		23, 2006				24, 2005
Operating Expenses:
Selling, Marketing, and Warehouse		$	3.9			$	3.9
Administrative			2.6				2.4
Total		$	6.5			$	6.3

Operating expenses increased $0.2 million, or 3.2% (calculated on dollars in millions), from the first six months of fiscal year 2006 to the first six months of fiscal year 2007. This was primarily attributable to the expensing of stock options per SFAS 123R, which we adopted in the first quarter of fiscal year 2007. Despite this increase, operating expenses as a percent of total net sales decreased from 22.6% in the first six months of fiscal year 2006 to 21.6% in the first six months of fiscal year 2007 (calculated on dollars in thousands). Selling, marketing, and warehouse expenses remained relatively flat due to our continued efforts to control spending, while achieving the above mentioned 7.8% overall sales growth. Administrative expenses, including $0.2 million of stock option expense, increased $0.2 million from the first six months of fiscal year 2006 to the first six months of fiscal year 2007.

Other Expense:

		Six Months Ended
		September				September
		23, 2006				24, 2005
Other Expense:
Interest Expense		$	0.2			$	0.2
Other Expense			0.1				0.1
Total		$	0.3			$	0.3

Interest expense was consistent from the first six months of fiscal year 2006 to the first six months of fiscal year 2007. Other expense also remained relatively flat from the first six months of fiscal year 2006 to the first six months of fiscal year 2007.

Taxes:

		Six Months Ended
		September				September
		23, 2006				24, 2005
Provision for Income Taxes		$	0.2			$	—

In the first six months of fiscal year 2007 we recognized a $0.2 million provision for income taxes. In the first six months of fiscal year 2006, we did not recognize any provision for income taxes as pretax income was offset by a reduction in our deferred tax asset valuation allowance. When calculating income tax expense, we recognize valuation allowances for deferred tax assets, which may not be realized, using a “more likely than not” approach.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows. The following table is a summary of our Consolidated Statements of Cash Flows (in thousands):

		Six Months Ended
		September				September
		23, 2006				24, 2005
Cash (Used in) Provided by:
Operating Activities		$	467			$	1,992
Investing Activities			(454	)			(362	)
Financing Activities			(35	)			(1,721	)