Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 10, 2024

Transcat, Inc.

(Exact name of registrant as specified in its charter)

Ohio	000-03905	16-0874418
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

35 Vantage Point Drive, Rochester, New York	14624
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (585) 352-7777

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

To the extent required by Item 1.01 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On December 10, 2024, Transcat, Inc. (the “Company”) acquired all of the membership units of Martin Calibration LLC (“Martin”), a privately-held Delaware limited liability company, pursuant to a Membership Unit Purchase Agreement (the “Agreement”), by and among the Company, Martin Holding Inc. (the “Seller”) and Richard L. Brion. Martin is an ISO-17025 accredited calibration laboratory network and has been a regional Midwest leader in the metrology business for almost 35 years. With its flagship Minneapolis lab, Martin has six additional labs in or near Chicago, Milwaukee, Eau Claire, Tempe, and Los Angeles. Martin serves customers in the highly regulated medical, life science, aerospace, and nuclear sectors providing in-lab and onsite services across a broad range of disciplines. Prior to this transaction, there were no material relationships between the Seller, Martin, or Richard L. Brion, and the Company or its affiliates, or any director or officer of the Company, or any associate of any such director or officer.

Pursuant to the Agreement, the Company acquired all of the membership units of Martin for $79 million, subject to customary adjustments set forth in the Agreement, consisting of a combination of (i) $69 million in cash and (ii) approximately $10 million in shares of the Company’s common stock, par value $0.50 per share, or 96,006 shares of common stock (the “Shares”). The Company issued the Shares in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Under the Agreement, Mr. Brion entered into a customary lock-up agreement with the Company pursuant to which he agreed not to sell or otherwise dispose of the Shares until 45 days after the Shares are registered under the Securities Act. The Agreement contains various representations, warranties, covenants and indemnification of the parties that are customary for a transaction of this nature.

Also on December 10, 2024, the Company, the Seller and Mr. Brion entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company agreed to register for resale the Shares issued pursuant to the Agreement under the Securities Act. The Company has agreed to file a registration statement under the Securities Act within 45 days of the closing, or January 24, 2025, to register the Shares for resale and to have the registration statement declared effective by the US Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable, and in any event within five trading days after the SEC notifies the Company that the registration statement will not be reviewed or is not subject to further review.

The foregoing summary of the Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of these agreements, which will be filed as exhibits to the Company’s next Quarterly Report on Form 10-Q.

Item 3.02

Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01

Regulation FD Disclosure.

On December 10, 2024, the Company issued a press release announcing this transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated December 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		TRANSCAT, INC.


Dated: December 10, 2024	By:	/s/ Thomas L. Barbato
		Thomas L. Barbato
		Senior Vice President of Finance and Chief Financial Officer

Exhibit 99.1

NEWS
RELEASE

Transcat, Inc. • 35 Vantage Point Drive • Rochester, NY 14624 • 585-352-7777

IMMEDIATE RELEASE

Transcat acquires Martin Calibration Inc.’s 7 labs, Expanding
Midwest Service presence, including Minneapolis

ROCHESTER, NY, December 10, 2024 – Transcat, Inc. (Nasdaq: TRNS) (“Transcat” or the “Company”), 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, announced that it has acquired privately-held Martin Calibration Inc. (Martin), effective December 10, 2024. The $79 million purchase price was paid in combination of $69 million in cash and $10 million in Company stock and is subject to certain customary adjustment and holdback provisions.

Martin, an ISO-17025 Accredited calibration laboratory network, has been a Midwest leader in the metrology business for almost 35 years, with more than $25 million dollars of revenue. With its flagship Minneapolis lab, Martin has six additional labs in or near Chicago, Milwaukee, Eau Claire, Tempe, and Los Angeles. Martin serves customers in the highly regulated Medical, Life Science, Aerospace, and Nuclear sectors, providing in-lab and onsite services across a broad range of disciplines.

“We are thrilled to announce the acquisition of Martin Calibration, our largest acquisition in Transcat history, noted Lee Rudow, President and Chief Executive Officer. Martin has been highly coveted by Transcat not only for its size and scale, but for its stellar reputation around quality and capabilities. As a result, we expect this highly synergistic deal to fulfill all our strategic acquisition drivers by expanding our geographic reach, increasing our capabilities and expertise, and providing us with two bolt-on opportunities (Los Angeles and Tempe) that will leverage our existing infrastructure. Additional leverage will come in other aspects of our business, including automation and outsource reduction.”

“Martin’s flagship lab is in Minneapolis, an area rich in medical device and life science and is a strategic fit for the expansion of our business,” Mr. Rudow added. “We have long desired to be in this opportunistic region. When you factor in Martin’s commitment to quality, its extensive customer base, geographic coverage, and strong culture, we believe that Transcat, together with Martin, is a perfect match. As a combined force, we have almost 100 years of deep industry experience. With this, we are confident we will win more.”

Rick Brion, Martin’s owner, commented, “I am proud and grateful to have built the Martin business and to have had the opportunity to lead such a talented and dedicated team for so many years. There was never a doubt that if I were to sell my company, it would only be to Transcat, and now I am excited for this next chapter for our employees and

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Transcat acquires Martin Calibration, Inc.’s 7 labs, Expanding Midwest Service presence, including Minneapolis

December 10, 2024

Page 2 of 3

customers. Transcat’s dedication to its employees, rewarding culture, and focus on providing high-quality services are a perfect complement to our business. I look forward to seeing the positive results driven by the combined organizations.”

Mr. Rudow concluded, “Rick and I have been in regular contact for over 10 years, always confident this day would come. From the start, we both believed we would be stronger together and that the opportunities we could seize as one would drive results to a new level. On this day, we are extremely grateful to welcome the nearly 150 dedicated Martin employees to the Transcat family. We are tremendously excited about what we will accomplish together.”

ABOUT TRANSCAT

Transcat, Inc. 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-class services and products to highly regulated industries, particularly the Life Science industry, which includes pharmaceutical, biotechnology, medical device, and other FDA-regulated businesses, as well as aerospace and defense, and energy and utilities. Transcat provides periodic on-site services, mobile calibration services, pickup and delivery, in-house services at its 26 Calibration Service Centers strategically located across the United States, Puerto Rico, Canada, and Ireland. Inclusive of customer embedded locations and other field offices, we operate out of more than 50 locations. The breadth and depth of measurement parameters addressed by Transcat’s ISO/IEC 17025 scopes of accreditation are believed to be the best in the industry.

Transcat also operates as a leading value-added distributor that markets, sells, and rents new and used national and proprietary brand instruments to customers primarily in North America. The Company believes its combined Service and Distribution segment offerings, experience, technical expertise, and integrity create a unique and compelling value proposition for its customers.

Transcat’s strategy is to leverage its strong brand and unique value proposition that includes its comprehensive instrument service capabilities, enterprise asset management, and leading distribution platform to drive organic sales growth. The Company will also look to expand its addressable calibration market through acquisitions and capability investments to further realize the inherent leverage of its business model. More information about Transcat can be found at: Transcat.com.

Safe Harbor Statement

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties, and assumptions. Forward-looking statements relate to expectations, estimates, beliefs, assumptions, and predictions of future events and are identified by words such as “anticipate,” “believe,” “desire,” “estimate,” “expect,” “look forward,” “opportunity,” “strategy,” “would,” and other similar words. All statements

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Transcat acquires Martin Calibration, Inc.’s 7 labs, Expanding Midwest Service presence, including Minneapolis

December 10, 2024

Page 3 of 3

addressing operating performance, events or developments that Transcat expects or anticipates will occur in the future, including but not limited to statements relating to the successful integration of this acquisition, anticipated financial results, market position and geographic reach, customer preferences, outlook and changes in market conditions in the industries in which Transcat operates are forward-looking statements. Forward-looking statements should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include those more fully described under the heading “Risk Factors” in Transcat’s reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 30, 2024. Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements, which speak only as of the date they are made. Except as required by law, the Company disclaims any obligation to update, correct or publicly announce any revisions to any of the forward-looking statements contained in this news release, whether as the result of new information, future events or otherwise.

For more information, contact:

Linda Reynolds
Executive Assistant
35 Vantage Point Drive
Rochester, NY 14624
Phone: 585.866.1969
Email: linda.reynolds@transcat.com

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Cover	Dec. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 10, 2024
Entity File Number	000-03905
Entity Registrant Name	Transcat, Inc.
Entity Central Index Key	0000099302
Entity Tax Identification Number	16-0874418
Entity Incorporation, State or Country Code	OH
Entity Address, Address Line One	35 Vantage Point Drive
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14624
City Area Code	585
Local Phone Number	352-7777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.50 par value
Trading Symbol	TRNS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false