Ohio
|
16-0874418
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer [ ]
|
Accelerated filer [ ]
|
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
|
Smaller reporting company [x]
|
(Unaudited)
|
||||||||
First Quarter Ended
|
||||||||
June 30,
2012
|
June 25,
2011
|
|||||||
Product Sales
|
$ | 16,365 | $ | 17,182 | ||||
Service Revenue
|
8,732 | 8,423 | ||||||
Net Revenue
|
25,097 | 25,605 | ||||||
Cost of Products Sold
|
12,155 | 12,914 | ||||||
Cost of Services Sold
|
6,735 | 6,393 | ||||||
Total Cost of Products and Services Sold
|
18,890 | 19,307 | ||||||
Gross Profit
|
6,207 | 6,298 | ||||||
Selling, Marketing and Warehouse Expenses
|
3,441 | 3,626 | ||||||
Administrative Expenses
|
2,172 | 2,102 | ||||||
Total Operating Expenses
|
5,613 | 5,728 | ||||||
Operating Income
|
594 | 570 | ||||||
Interest and Other Expense, net
|
47 | 45 | ||||||
Income Before Income Taxes
|
547 | 525 | ||||||
Provision for Income Taxes
|
186 | 200 | ||||||
Net Income
|
$ | 361 | $ | 325 | ||||
Basic Earnings Per Share
|
$ | 0.05 | $ | 0.04 | ||||
Average Shares Outstanding
|
7,375 | 7,277 | ||||||
Diluted Earnings Per Share
|
$ | 0.05 | $ | 0.04 | ||||
Average Shares Outstanding
|
7,681 | 7,608 |
(Unaudited)
|
||||||||
First Quarter Ended
|
||||||||
June 30,
2012
|
June 25,
2011
|
|||||||
Net Income
|
$ | 361 | $ | 325 | ||||
Other Comprehensive (Loss) Income:
|
||||||||
Currency Translation Adjustment
|
(5 | ) | (2 | ) | ||||
Unrecognized Prior Service Cost, net of tax
|
(82 | ) | 3 | |||||
Unrealized Loss on Other Assets, net of tax
|
(4 | ) | - | |||||
(91 | ) | 1 | ||||||
Comprehensive Income
|
$ | 270 | $ | 326 | ||||
CONSOLIDATED BALANCE SHEETS
|
(Unaudited)
|
||||||||
June 30,
2012
|
March 31,
2012
|
|||||||
Current Assets:
|
||||||||
Cash
|
$ | 44 | $ | 32 | ||||
Accounts Receivable, less allowance for doubtful accounts of $97
and $99 as of June 30, 2012 and March 31, 2012, respectively
|
11,905 | 13,800 | ||||||
Other Receivables
|
1,041 | 845 | ||||||
Inventory, net
|
7,224 | 6,396 | ||||||
Prepaid Expenses and Other Current Assets
|
1,067 | 1,064 | ||||||
Deferred Tax Asset
|
857 | 1,041 | ||||||
Total Current Assets
|
22,138 | 23,178 | ||||||
Property and Equipment, net
|
5,426 | 5,306 | ||||||
Goodwill
|
13,384 | 13,390 | ||||||
Intangible Assets, net
|
2,265 | 2,449 | ||||||
Deferred Tax Asset
|
315 | - | ||||||
Other Assets
|
849 | 654 | ||||||
Total Assets
|
$ | 44,377 | $ | 44,977 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts Payable
|
$ | 6,248 | $ | 7,516 | ||||
Accrued Compensation and Other Liabilities
|
2,873 | 5,171 | ||||||
Income Taxes Payable
|
219 | 366 | ||||||
Total Current Liabilities
|
9,340 | 13,053 | ||||||
Long-Term Debt
|
5,852 | 3,365 | ||||||
Deferred Tax Liability
|
- | 139 | ||||||
Other Liabilities
|
1,382 | 1,042 | ||||||
Total Liabilities
|
16,574 | 17,599 | ||||||
Shareholders' Equity:
|
||||||||
Common Stock, par value $0.50 per share, 30,000,000 shares authorized;
7,905,461 and 7,840,994 shares issued as of June 30, 2012 and
March 31, 2012, respectively; 7,406,679 and 7,341,007 shares
outstanding as of June 30, 2012 and March 31, 2012, respectively
|
3,953 | 3,920 | ||||||
Capital in Excess of Par Value
|
10,932 | 10,810 | ||||||
Accumulated Other Comprehensive Income
|
357 | 448 | ||||||
Retained Earnings
|
14,755 | 14,394 | ||||||
Less: Treasury Stock, at cost, 498,782 shares
|
(2,194 | ) | (2,194 | ) | ||||
Total Shareholders' Equity
|
27,803 | 27,378 | ||||||
Total Liabilities and Shareholders' Equity
|
$ | 44,377 | $ | 44,977 |
TRANSCAT, INC.
|
(Unaudited)
First Quarter Ended
|
||||||||
June 30,
2012
|
June 25,
2011
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Income
|
$ | 361 | $ | 325 | ||||
Adjustments to Reconcile Net Income to Net Cash
|
||||||||
Used in Operating Activities:
|
||||||||
Deferred Income Taxes
|
(218 | ) | (8 | ) | ||||
Depreciation and Amortization
|
600 | 670 | ||||||
Provision for Accounts Receivable and Inventory Reserves
|
70 | 66 | ||||||
Stock-Based Compensation Expense
|
75 | 258 | ||||||
Changes in Assets and Liabilities:
|
||||||||
Accounts Receivable and Other Receivables
|
1,662 | (297 | ) | |||||
Inventory
|
(808 | ) | (1,028 | ) | ||||
Prepaid Expenses and Other Assets
|
(346 | ) | (163 | ) | ||||
Accounts Payable
|
(1,254 | ) | 213 | |||||
Accrued Compensation and Other Liabilities
|
(2,089 | ) | (543 | ) | ||||
Income Taxes Payable
|
(147 | ) | (58 | ) | ||||
Net Cash Used in Operating Activities
|
(2,094 | ) | (565 | ) | ||||
Cash Flows from Investing Activities:
|
||||||||
Purchases of Property and Equipment
|
(453 | ) | (610 | ) | ||||
Business Acquisition
|
- | (125 | ) | |||||
Net Cash Used in Investing Activities
|
(453 | ) | (735 | ) | ||||
Cash Flows from Financing Activities:
|
||||||||
Revolving Line of Credit, net
|
2,487 | 1,296 | ||||||
Payments on Other Debt Obligations
|
- | (6 | ) | |||||
Payments of Contingent Consideration
|
(14 | ) | (58 | ) | ||||
Issuance of Common Stock
|
80 | 70 | ||||||
Excess Tax Benefits Related to Stock-Based Compensation
|
- | 6 | ||||||
Net Cash Provided by Financing Activities
|
2,553 | 1,308 | ||||||
Effect of Exchange Rate Changes on Cash
|
6 | 2 | ||||||
Net Increase in Cash
|
12 | 10 | ||||||
Cash at Beginning of Period
|
32 | 32 | ||||||
Cash at End of Period
|
$ | 44 | $ | 42 | ||||
Supplemental Disclosure of Cash Flow Activity:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | 22 | $ | 18 | ||||
Income Taxes, net
|
$ | 553 | $ | 262 | ||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
||||||||
Contingent Consideration Related to Business Acquisition
|
$ | - | $ | 100 |
Common Stock
Issued
$0.50 Par Value
|
Capital
In
Excess
of Par
|
Accumulated
Other
Comprehensive
|
Retained
|
Treasury Stock
Outstanding
at Cost
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Value
|
Income
|
Earnings
|
Shares
|
Amount
|
Total
|
|||||||||||||||||||||||||
Balance as of March 31, 2012
|
7,840 | $ | 3,920 | $ | 10,810 | $ | 448 | $ | 14,394 | 499 | $ | (2,194 | ) | $ | 27,378 | |||||||||||||||||
Issuance of Common Stock
|
13 | 7 | 73 | 80 | ||||||||||||||||||||||||||||
Stock-Based Compensation
|
52 | 26 | 49 | 75 | ||||||||||||||||||||||||||||
Other Comprehensive Loss
|
(91 | ) | (91 | ) | ||||||||||||||||||||||||||||
Net Income
|
361 | 361 | ||||||||||||||||||||||||||||||
Balance as of June 30, 2012
|
7,905 | $ | 3,953 | $ | 10,932 | $ | 357 | $ | 14,755 | 499 | $ | (2,194 | ) | $ | 27,803 | |||||||||||||||||
First Quarter Ended
|
||||||||
June 30,
2012
|
June 25,
2011
|
|||||||
Average Shares Outstanding – Basic
|
7,375 | 7,277 | ||||||
Effect of Dilutive Common Stock Equivalents
|
306 | 331 | ||||||
Average Shares Outstanding – Diluted
|
7,681 | 7,608 | ||||||
Anti-dilutive Common Stock Equivalents
|
428 | 475 |
Number
Of
Shares
|
Weighted
Average
Exercise
Price Per
Share
|
Weighted Average
Remaining
Contractual
Term (in years)
|
Aggregate
Intrinsic
Value
|
|||||||||||||
Outstanding as of March 31, 2012
|
597 | $ | 5.94 | |||||||||||||
Granted
|
- | - | ||||||||||||||
Exercised
|
(10 | ) | 4.03 | |||||||||||||
Cancelled/Forfeited
|
(20 | ) | 6.65 | |||||||||||||
Outstanding as of June 30, 2012
|
567 | 5.95 | 4 | $ | 516 | |||||||||||
Exercisable as of June 30, 2012
|
560 | 5.94 | 4 | 516 |
First Quarter Ended
|
||||||||
June 30,
2012
|
June 25,
2011
|
|||||||
Net Revenue:
|
||||||||
Product Sales
|
$ | 16,365 | $ | 17,182 | ||||
Service Revenue
|
8,732 | 8,423 | ||||||
Total
|
25,097 | 25,605 | ||||||
Gross Profit:
|
||||||||
Product
|
4,210 | 4,268 | ||||||
Service
|
1,997 | 2,030 | ||||||
Total
|
6,207 | 6,298 | ||||||
Operating Expenses:
|
||||||||
Product (1)
|
3,358 | 3,447 | ||||||
Service (1)
|
2,255 | 2,281 | ||||||
Total
|
5,613 | 5,728 | ||||||
Operating Income
|
594 | 570 | ||||||
Unallocated Amounts:
|
||||||||
Interest and Other Expense, net
|
47 | 45 | ||||||
Provision for Income Taxes
|
186 | 200 | ||||||
Total
|
233 | 245 | ||||||
Net Income
|
$ | 361 | $ | 325 |
(1) Operating expense allocations between segments were based on actual amounts, a percentage of revenues, headcount, and management’s estimates.
|
(Unaudited)
|
||||||||
First Quarter Ended
|
||||||||
June 30,
|
June 25,
|
|||||||
2012
|
2011
|
|||||||
Gross Profit Percentage:
|
||||||||
Product Gross Profit
|
25.7 | % | 24.8 | % | ||||
Service Gross Profit
|
22.9 | % | 24.1 | % | ||||
Total Gross Profit
|
24.7 | % | 24.6 | % | ||||
As a Percentage of Total Net Revenue:
|
||||||||
Product Sales
|
65.2 | % | 67.1 | % | ||||
Service Revenue
|
34.8 | % | 32.9 | % | ||||
Total Net Revenue
|
100.0 | % | 100.0 | % | ||||
Selling, Marketing and Warehouse Expenses
|
13.7 | % | 14.2 | % | ||||
Administrative Expenses
|
8.7 | % | 8.2 | % | ||||
Total Operating Expenses
|
22.3 | % | 22.4 | % | ||||
Operating Income
|
2.4 | % | 2.2 | % | ||||
Interest and Other Expense, net
|
0.2 | % | 0.1 | % | ||||
Income Before Income Taxes
|
2.2 | % | 2.1 | % | ||||
Provision for Income Taxes
|
0.8 | % | 0.8 | % | ||||
Net Income
|
1.4 | % | 1.3 | % |
First Quarter Ended
|
||||||||
June 30,
|
June 25,
|
|||||||
2012
|
2011
|
|||||||
Net Revenue:
|
||||||||
Product Sales
|
$ | 16,365 | $ | 17,182 | ||||
Service Revenue
|
8,732 | 8,423 | ||||||
Total
|
$ | 25,097 | $ | 25,605 |
FY 2013
|
FY 2012
|
||||||||||||||||||||
Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
Product Sales (Decline) Growth
|
(4.8 | %) | 19.2 | % | 17.0 | % | 26.0 | % | 32.4 | % |
FY 2013
|
FY 2012
|
||||||||||||||||||||
Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
Product Sales Per Business Day
|
$ | 260 | $ | 295 | $ | 308 | $ | 269 | $ | 268 |
FY 2013
|
FY 2012
|
||||||||||||||||||||
Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
Total Pending Product Shipments
|
$ | 2,806 | $ | 2,670 | $ | 3,572 | $ | 3,368 | $ | 3,002 | |||||||||||
% of Pending Product Shipments
|
|||||||||||||||||||||
that are Backorders
|
68.8 | % | 70.9 | % | 65.6 | % | 73.6 | % | 67.9 | % |
FY 2013
|
FY 2012
|
||||||||||||||||||||
Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
Service Revenue Growth
|
3.7 | % | 20.1 | % | 24.0 | % | 10.3 | % | 10.1 | % |
FY 2013
|
FY 2012
|
||||||||||||||||||||
Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
Percent of Service Revenue:
|
|||||||||||||||||||||
Depot/Onsite
|
79.1 | % | 80.5 | % | 77.9 | % | 79.0 | % | 77.7 | % | |||||||||||
Outsourced
|
18.3 | % | 16.7 | % | 19.7 | % | 18.5 | % | 19.8 | % | |||||||||||
Freight Billed to Customers
|
2.6 | % | 2.8 | % | 2.4 | % | 2.5 | % | 2.5 | % | |||||||||||
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % |
First Quarter Ended
|
||||||||
June 30,
|
June 25,
|
|||||||
2012
|
2011
|
|||||||
Gross Profit:
|
||||||||
Product
|
$ | 4,210 | $ | 4,268 | ||||
Service
|
1,997 | 2,030 | ||||||
Total
|
$ | 6,207 | $ | 6,298 |
FY 2013
|
FY 2012
|
||||||||||||||||||||
Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
Channel Gross Margin (1)
|
22.7 | % | 23.3 | % | 22.5 | % | 23.1 | % | 23.0 | % | |||||||||||
Total Product Gross Margin (2)
|
25.7 | % | 24.7 | % | 25.6 | % | 25.4 | % | 24.8 | % |
(1) Channel gross margin is calculated as net sales less purchase costs divided by net sales.
|
|||||||||||
(2) Includes vendor rebates, cooperative advertising income, freight billed to customers, freight expenses, and direct shipping costs.
|
FY 2013
|
FY 2012
|
||||||||||||||||||||
Q1 | Q4 | Q3 | Q2 | Q1 | |||||||||||||||||
Service Gross Margin
|
22.9 | % | 27.3 | % | 20.1 | % | 22.4 | % | 24.1 | % |
First Quarter Ended
|
||||||||
June 30,
|
June 25,
|
|||||||
2012
|
2011
|
|||||||
Operating Expenses:
|
||||||||
Selling, Marketing and Warehouse
|
$ | 3,441 | $ | 3,626 | ||||
Administrative
|
2,172 | 2,102 | ||||||
Total
|
$ | 5,613 | $ | 5,728 |
First Quarter Ended
|
||||||||
June 30,
|
June 25,
|
|||||||
2012
|
2011
|
|||||||
Provision for Income Taxes
|
$ | 186 | $ | 200 |
First Quarter Ended
|
||||||||
June 30,
|
June 25,
|
|||||||
2012
|
2011
|
|||||||
Cash (Used in) Provided by:
|
||||||||
Operating Activities
|
$ | (2,094 | ) | $ | (565 | ) | ||
Investing Activities
|
(453 | ) | (735 | ) | ||||
Financing Activities
|
2,553 | 1,308 |
·
|
Inventory/Accounts Payable: Inventory at June 30, 2012 was $7.2 million, up from $6.4 million at March 31, 2012. Our inventory strategy includes making appropriate larger quantity, higher dollar based purchases with key manufacturers for various reasons, including maximizing on-hand availability of key products, reducing backorders for those products with long lead times and optimizing vendor volume discounts. As a result, inventory levels from quarter-to-quarter will vary based on the timing of these larger orders in relation to the quarter-end. In general, our accounts payable balance increases or decreases as a result of timing of vendor payments for inventory receipts. However, this correlation may vary at a quarter-end due to the timing of vendor payments for inventory receipts and inventory shipped directly to customers, as well as the timing of product sales.
|
·
|
Receivables: Our quarter-end days sales outstanding continue to reflect strong collections. The following table illustrates our days sales outstanding for the fiscal quarters ended June 30, 2012 and June 25, 2011:
|
June 30,
|
June 25,
|
|||||||
2012
|
2011
|
|||||||
Net Sales, for the last two fiscal months
|
$ | 18,131 | $ | 18,468 | ||||
Accounts Receivable, net
|
$ | 11,905 | $ | 11,983 | ||||
Days Sales Outstanding
|
39 | 39 |
·
|
Accrued Compensation and Other Liabilities: During the first quarter of fiscal year 2013, we used $2.1 million in cash to pay accrued compensation and other liabilities compared with $0.5 million in the first quarter of fiscal year 2012. The primary components of accrued compensation were performance-based management bonuses and employee profit sharing.
|
TRANSCAT, INC.
|
|
Date: August 10, 2012
|
/s/ Charles P. Hadeed
|
Charles P. Hadeed
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
Date: August 10, 2012
|
/s/ John J. Zimmer
|
John J. Zimmer
|
|
Senior Vice President of Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
(10)
|
Material contracts
|
|
10.1
|
Transcat, Inc. Post-Retirement Benefit Plan for Officers (Amended and Restated Effective April 2, 2012)
|
|
10.2
|
Agreement for Severance Upon Change in Control by and between Transcat, Inc. and Lee D. Rudow dated as of May 7, 2012 is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2012.
|
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certifications
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
(32)
|
Section 1350 Certifications
|
|
32.1
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
(101)
|
Interactive Data File
|
|
* 101.INS
|
XBRL Instance Document
|
|
* 101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
* 101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
* 101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
* 101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
* 101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*Pursuant to Rule 406T of Regulation S-T, the information in this exhibit is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
1)
|
the spouse and Retiree must be legally married under the law of the State in which they reside;
|
2)
|
a spouse who becomes the spouse of a Retiree after the date the Retiree retires from the Company is not eligible for benefits under the Plan;
|
3)
|
long term care coverage is not available to a spouse who is not the original spouse with respect to whom the Company provided long term care coverage on or after the date the Corporate Officer reached age 55 with 5 years of Qualifying Service;
|
4)
|
long term care coverage is not available to a spouse who becomes the spouse of a Corporate Officer after the Corporate Officer’s long term care coverage began.
|
1)
|
The required premiums are not paid on a timely basis.
|
2)
|
The maximum 36 month continuation coverage period expires.
|
3)
|
The Company ceases to provide any group health coverage to any employees.
|
4)
|
The date the spouse becomes covered under another group health plan that does not contain any exclusion or limitation with respect to a preexisting condition of the spouse.
|
5)
|
The date the spouse becomes entitled to Medicare.
|
1)
|
all participation for the Retiree terminates on the date the Retiree dies;
|
2)
|
with respect to medical and/or dental insurance coverage under the Plan, coverage terminates on the last day of the period for which the Retiree has paid the required contribution for coverage, if the Retiree fails to timely make a required contribution (the Company shall establish a policy regarding the payment of required contributions, which policy shall provide a 60 day grace period following notification to the Retiree before coverage is terminated);
|
3)
|
with respect to the Company’s continued payment of long term care premiums, the Company’s payment of such premiums terminates on the date the Retiree begins to work in full-time employment after retirement from the Company; or
|
4)
|
with respect to subsidized medical and dental coverage and medical premium reimbursements under the Plan, benefits terminate on the date the Retiree begins to work in full-time employment at which the Retiree is eligible for medical benefits after retirement from the Company.
|
1)
|
the date the Retiree ceases to participate in the Plan, unless the Retiree’s participation ceases due to the Retiree's death and the Eligible Spouse is eligible for surviving spouse benefits;
|
2)
|
in the case of an Eligible Spouse’s medical and/or dental insurance coverage, coverage terminates on the last day of the period for which the Eligible Spouse has paid the required contribution for coverage, if the Eligible Spouse fails to timely make a required contribution (the Company shall establish a policy regarding the payment of required contributions, which policy shall provide a 60 day grace period following notification to the Eligible Spouse before coverage is terminated);
|
3)
|
in the case of a surviving spouse’s coverage, the date the surviving spouse remarries;
|
4)
|
all participation for the Eligible Spouse terminates on the date the Eligible Spouse dies or is divorced from the Retiree.
|
Transcat, Inc.
|
||||
By: | ||||
Date | ||||
Signature of Retiree | Date | |||
Print Name of Retiree | ||||
Signature of Eligible Spouse | Date | |||
Print Name of Eligible Spouse | ||||
1.
|
I have reviewed this quarterly report on Form 10-Q of Transcat, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 10, 2012 |
/s/ Charles P. Hadeed
|
Charles P. Hadeed
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Transcat, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))) for the registrant and have:
|
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 10, 2012
|
/s/ John J. Zimmer
|
John J. Zimmer
|
|
Senior Vice President of Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
1.
|
This quarterly report on Form 10-Q for the first quarter ended June 30, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in this quarterly report on Form 10-Q for the first quarter ended June 30, 2012 fairly presents, in all material respects, the financial condition and results of operations of Transcat, Inc.
|
Date: August 10, 2012
|
/s/ Charles P. Hadeed
|
Charles P. Hadeed
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: August 10, 2012
|
/s/ John J. Zimmer
|
John J. Zimmer
|
|
Senior Vice President of Finance and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|