UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________

FORM 10-Q

(Mark one)
☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended: ~~September~~December 26, 2020

or

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from __________ to __________

Commission File Number: 000-03905

TRANSCAT, INC.

(Exact name of registrant as specified in its charter)

Ohio		16-0874418
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

	Large accelerated filer ☐			Accelerated filer ☒
	Non-accelerated filer ☐			Smaller reporting company ☒
	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. ☐

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

The number of shares of common stock, par value $0.50 per share, of the registrant outstanding as of ~~October 30, 2020~~January 29, 2021 was ~~7,434,646.~~7,445,797.

Table of Contents

	Page(s)
PART I.FINANCIAL INFORMATION
Item 1.Consolidated Financial Statements:
Statements of Income for the ~~Second~~Third Quarter and ~~Six~~Nine Months Ended ~~September~~December 26, 2020 and ~~September~~December 28, 2019	1
Statements of Comprehensive Income for the ~~Second~~Third Quarter and ~~Six~~Nine Months Ended ~~September~~December 26, 2020 and ~~and September~~December 28, 2019	2
Balance Sheets as of ~~September~~December 26, 2020 and March 28, 2020	3
Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~September~~December 26, 2020 and ~~September~~December 28, 2019	4
Statements of Shareholders’ Equity for the ~~Second~~Third Quarter and ~~Six~~Nine Months Ended ~~September~~December 26, 2020 and ~~September~~December 28, 2019	5
Notes to Consolidated Financial Statements	67
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	1214
Item 3.Quantitative and Qualitative Disclosures about Market Risk	2125
Item 4.Controls and Procedures	2226
PART II.OTHER INFORMATION
Item 6.Exhibits	2226
SIGNATURES	2327

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

TRANSCAT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

									(Unaudited)				(Unaudited)
	(Unaudited)				(Unaudited)				Third Quarter Ended				Nine Months Ended
	Second Quarter Ended				Six Months Ended				December 26,		December 28,		December 26,		December 28,
	September 26,		September 28,		September 26,		September 28,		2020		2019		2020		2019
	2020		2019		2020		2019
Service Revenue	$	24,554	$	23,502	$	47,521	$	45,900	$	24,776	$	22,087	$	72,297	$	67,987
Distribution Sales		17,053		18,261		32,990		38,258		19,286		21,092		52,276		59,350
Total Revenue		41,607		41,763		80,511		84,158		44,062		43,179		124,573		127,337

Cost of Service Revenue		16,654		17,490		33,552		34,516		17,861		17,221		51,413		51,737
Cost of Distribution Sales		13,459		13,828		26,056		29,145		14,956		16,030		41,012		45,175
Total Cost of Revenue		30,113		31,318		59,608		63,661		32,817		33,251		92,425		96,912

Gross Profit		11,494		10,445		20,903		20,497		11,245		9,928		32,148		30,425

Selling, Marketing and Warehouse Expenses		4,291		4,231		8,365		8,703		4,675		4,463		13,040		13,166
General and Administrative Expenses		4,125		3,155		8,496		6,777		4,051		3,374		12,547		10,151
Total Operating Expenses		8,416		7,386		16,861		15,480		8,726		7,837		25,587		23,317

Operating Income		3,078		3,059		4,042		5,017		2,519		2,091		6,561		7,108

Interest and Other Expense, net		317		297		560		582		219		194		779		776

Income Before Income Taxes		2,761		2,762		3,482		4,435		2,300		1,897		5,782		6,332
Provision for Income Taxes		737		383		660		338		539		420		1,199		758

Net Income	$	2,024	$	2,379	$	2,822	$	4,097	$	1,761	$	1,477	$	4,583	$	5,574

Basic Earnings Per Share	$	0.27	$	0.32	$	0.38	$	0.56	$	0.24	$	0.20	$	0.62	$	0.76
Average Shares Outstanding		7,417		7,331		7,405		7,293		7,437		7,367		7,415		7,316

Diluted Earnings Per Share	$	0.27	$	0.32	$	0.38	$	0.55	$	0.23	$	0.20	$	0.61	$	0.75
Average Shares Outstanding		7,549		7,484		7,525		7,441		7,580		7,557		7,532		7,470

										(Unaudited)				(Unaudited)
	(Unaudited)					(Unaudited)				Third Quarter Ended				Nine Months Ended
	Second Quarter Ended					Six Months Ended				December 26,		December 28,		December 26,		December 28,
	September 26,		September 28,			September 26,		September 28,		2020		2019		2020		2019
	2020		2019			2020		2019
Net Income	$	2,024	$	2,379		$	2,822	$	4,097	$	1,761	$	1,477	$	4,583	$	5,574

Other Comprehensive Income (Loss):
Other Comprehensive Income:
Currency Translation Adjustment		128		(66	)		253		46		251		73		505		119
Other, net of tax effects		37		10			75		28		21		22		95		48
Total Other Comprehensive Income (Loss)		165		(56	)		328		74
Total Other Comprehensive Income											272		95		600		167

Comprehensive Income	$	2,189	$	2,323		$	3,150	$	4,171	$	2,033	$	1,572	$	5,183	$	5,741

	(Unaudited)			(Audited)			(Unaudited)			(Audited)
	September 26,			March 28,			December 26,			March 28,
	2020			2020			2020			2020
ASSETS
Current Assets:
Cash	$	962		$	499		$	1,034		$	499
Accounts Receivable, less allowance for doubtful accounts of $589 and $480 as of September 26, 2020 and March 28, 2020, respectively		27,647			30,952
Accounts Receivable, less allowance for doubtful accounts of $640 and $480 as of December 26, 2020 and March 28, 2020, respectively								30,562			30,952
Other Receivables		717			1,132			860			1,132
Inventory, net		13,685			14,180			12,437			14,180
Prepaid Expenses and Other Current Assets		2,369			1,697			2,317			1,697
Total Current Assets		45,380			48,460			47,210			48,460
Property and Equipment, net		21,475			20,833			21,292			20,833
Goodwill		41,773			41,540			43,945			41,540
Intangible Assets, net		6,737			7,977			7,325			7,977
Right To Use Asset, net		10,010			8,593
Right Of Use Assets, net								10,205			8,593
Other Assets		685			719			793			719
Total Assets	$	126,060		$	128,122		$	130,770		$	128,122

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	11,055		$	11,947		$	9,844		$	11,947
Accrued Compensation and Other Liabilities		7,118			6,907			7,856			6,907
Income Taxes Payable		438			86			289			86
Current Portion of Long-Term Debt		2,024			1,982			2,046			1,982
Total Current Liabilities		20,635			20,922			20,035			20,922
Long-Term Debt		20,709			28,362			22,317			28,362
Deferred Tax Liabilities		3,072			3,025			3,100			3,025
Lease Liabilities		8,197			6,832			8,753			6,832
Other Liabilities		3,345			1,894			4,058			1,894
Total Liabilities		55,958			61,035			58,263			61,035

Shareholders' Equity:
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,432,582 and 7,381,180 shares issued and outstanding as of September 26, 2020 and March 28, 2020, respectively		3,716			3,691
Common Stock, par value $0.50 per share, 30,000,000 shares authorized; 7,441,571 and 7,381,180 shares issued and outstanding as of December 26, 2020 and March 28, 2020, respectively								3,721			3,691
Capital in Excess of Par Value		18,453			17,929			18,820			17,929
Accumulated Other Comprehensive Loss		(682	)		(1,010	)		(410	)		(1,010	)
Retained Earnings		48,615			46,477			50,376			46,477
Total Shareholders' Equity		70,102			67,087			72,507			67,087
Total Liabilities and Shareholders' Equity	$	126,060		$	128,122		$	130,770		$	128,122

	(Unaudited)						(Unaudited)
	Six Months Ended						Nine Months Ended
	September 26,			September 28,			December 26,			December 28,
	2020			2019			2020			2019
Cash Flows from Operating Activities:
Net Income	$	2,822		$	4,097		$	4,583		$	5,574
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Net Loss on Disposal of Property and Equipment		68			240			65			253
Deferred Income Taxes		47			10			75			22
Depreciation and Amortization		3,736			3,303			5,596			4,951
Provision for Accounts Receivable and Inventory Reserves		523			201			699			311
Stock-Based Compensation Expense		678			305
Stock-Based Compensation								875			610
Changes in Assets and Liabilities:
Accounts Receivable and Other Receivables		3,543			778			902			398
Inventory		623			(807	)		2,072			341
Prepaid Expenses and Other Assets		(625	)		(1,149	)		(678	)		(689	)
Accounts Payable		(892	)		(3,433	)		(2,103	)		(3,679	)
Accrued Compensation and Other Liabilities		1,626			(475	)		3,391			347
Income Taxes Payable		327			(236	)		170			(204	)
Net Cash Provided by Operating Activities		12,476			2,834			15,647			8,235

Cash Flows from Investing Activities:
Purchases of Property and Equipment		(3,116	)		(4,048	)		(4,295	)		(5,001	)
Proceeds from Sale of Property and Equipment		-			184			0-			184
Business Acquisitions, net of cash acquired		-			(452	)		(3,447	)		(452	)
Payment of Holdbacks Related to Business Acquisition		-			(484	)
Payment of Holdbacks Related to Business Acquisitions								0-			(864	)
Net Cash Used in Investing Activities		(3,116	)		(4,800	)		(7,742	)		(6,133	)

Cash Flows from Financing Activities:
(Repayments of) Proceeds from Revolving Credit Facility, net		(6,632	)		4,598			(4,504	)		122
Repayment of Term Loan		(979	)		(938	)
Proceeds from Term Loan								0-			0-
Repayments of Term Loan								(1,477	)		(1,416	)
Issuance of Common Stock		474			1,372			649			1,625
Repurchase of Common Stock		(1,287	)		(2,822	)		(1,287	)		(2,822	)
Net Cash (Used in) Provided by Financing Activities		(8,424	)		2,210
Net Cash Used in Financing Activities								(6,619	)		(2,491	)

Effect of Exchange Rate Changes on Cash		(473	)		(112	)		(751	)		(195	)

Net Increase in Cash		463			132
Net Increase (Decrease) in Cash								535			(584	)
Cash at Beginning of Period		499			788			499			788
Cash at End of Period	$	962		$	920		$	1,034		$	204

Supplemental Disclosure of Cash Flow Activity:
Cash paid during the period for:
Interest	$	466		$	491		$	679		$	723
Income Taxes, net	$	332		$	688
Income Taxes							$	1,018		$	944

Capital
Common Stock
In
Accumulated
Issued
Excess
Other
$0.50 Par Value
of Par
Comprehensive
Retained
Shares
Amount
Value
Loss
Earnings
Total
Balance as of March 30, 2019
7,211
$
3,605
$
16,467
$
(611
)
$
40,169
$
59,630
Issuance of Common Stock
28
14
355
-
-
369
Repurchase of Common Stock
(55
)
(27
)
(561
)
-
(758
)
(1,346
)
Stock-Based Compensation
120
60
143
-
-
203
Other Comprehensive Income
-
-
-
129
-
129
Net Income
-
-
-
-
1,718
1,718

Balance as of June 29, 2019
7,304
$
3,652
$
16,404
$
(482
)
$
41,129
$
60,703
Issuance of Common Stock
117
59
944
-
-
1,003
Repurchase of Common Stock
(63
)
(32
)
(443
)
-
(1,001
)
(1,476
)
Stock-Based Compensation
-
-
102
-
-
102
Other Comprehensive Loss
-
-
-
(55
)
-
(55
)
Net Income
-
-
-
-
2,379
2,379

Balance as of September 28, 2019
7,358
$
3,679
$
17,007
$
(537
)
$
42,507
$
62,656

						Capital																	Capital
	Common Stock					In			Accumulated									Common Stock					In			Accumulated
	Issued					Excess			Other									Issued					Excess			Other
	$0.50 Par Value					of Par			Comprehensive			Retained						$0.50 Par Value					of Par			Comprehensive			Retained
	Shares		Amount			Value			Loss			Earnings			Total			Shares		Amount			Value			Loss			Earnings			Total
Balance as of March 28, 2020	7,381		$	3,691		$	17,929		$	(1,010	)	$	46,477		$	67,087
Balance as of March 30, 2019																		7,211		$	3,605		$	16,467		$	(611	)	$	40,169		$	59,630
Issuance of Common Stock	28			14			369			-			-			383		28			14			355			-			-			369
Repurchase of Common Stock	(48	)		(24	)		(579	)		-			(684	)		(1,287	)	(55	)		(27	)		(561	)		-			(758	)		(1,346	)
Stock-Based Compensation	50			25			287			-			-			312		120			60			143			-			-			203
Other Comprehensive Income	-			-			-			163			-			163		-			-			-			129			-			129
Net Income	-			-			-			-			798			798		-			-			-			-			1,718			1,718
Balance as of June 29, 2019																		7,304		$	3,652		$	16,404		$	(482	)	$	41,129		$	60,703

Balance as of June 27, 2020	7,411		$	3,706		$	18,006		$	(847	)	$	46,591		$	67,456
Issuance of Common Stock																		117			59			944			-			-			1,003
Repurchase of Common Stock																		(63	)		(32	)		(443	)		-			(1,001	)		(1,476	)
Stock-Based Compensation																		-			-			102			-			-			102
Other Comprehensive (Loss)																		-			-			-			(55	)		-			(55	)
Net Income																		-			-			-			-			2,379			2,379
Balance as of September 28, 2019																		7,358		$	3,679		$	17,007		$	(537	)	$	42,507		$	62,656

Issuance of Common Stock	3			1			90			-			-			91		18			9			244			-			-			253
Stock-Based Compensation	18			9			357			-			-			366		-			-			305			-			-			305
Other Comprehensive Income	-			-			-			165			-			165		-			-			-			93			-			93
Net Income	-			-			-			-			2,024			2,024		-			-			-			-			1,477			1,477

Balance as of September 26, 2020	7,432		$	3,716		$	18,453		$	(682	)	$	48,615		$	70,102
Balance as of December 28, 2019																		7,376		$	3,688		$	17,556		$	(444	)	$	43,984		$	64,784

						Capital
	Common Stock					In			Accumulated
	Issued					Excess			Other
	$0.50 Par Value					of Par			Comprehensive			Retained
	Shares		Amount			Value			Loss			Earnings			Total
Balance as of March 28, 2020	7,381		$	3,691		$	17,929		$	(1,010	)	$	46,477		$	67,087
Issuance of Common Stock	28			14			369			-			-			383
Repurchase of Common Stock	(48	)		(24	)		(579	)		-			(684	)		(1,287	)
Stock-Based Compensation	50			25			287			-			-			312
Other Comprehensive Income	-			-			-			163			-			163
Net Income	-			-			-			-			798			798
Balance as of June 27, 2020	7,411		$	3,706		$	18,006		$	(847	)	$	46,591		$	67,456

Issuance of Common Stock	3			1			90			-			-			91
Stock-Based Compensation	18			9			357			-			-			366
Other Comprehensive Income	-			-			-			165			-			165
Net Income	-			-			-			-			2,024			2,024
Balance as of September 26, 2020	7,432		$	3,716		$	18,453		$	(682	)	$	48,615		$	70,102

Issuance of Common Stock	9			5			170			-			-			175
Stock-Based Compensation	0-			-			197			-			-			197
Other Comprehensive Income	-			-			-			272			-			272
Net Income	-			-			-			-			1,761			1,761
Balance as of December 26, 2020	7,441		$	3,721		$	18,820		$	(410	)	$	50,376		$	72,507

Description of Business: Transcat, Inc. (“Transcat,” “we,” “us,” “our,” or the “Company”) is a leading provider of accredited calibration and laboratory instrument services and a value-added distributor of professional grade test, measurement and control instrumentation. The Company is focused on providing services and products to highly regulated industries, particularly the life science industry, which includes pharmaceutical, biotechnology, medical device and other FDA-regulated businesses. Additional industries served include industrial manufacturing; energy and utilities, including oil and gas; chemical manufacturing; FAA-regulated businesses, including aerospace and defense and other industries that require accuracy in their processes, confirmation of the capabilities of their equipment, and for which the risk of failure is very costly.

Basis of Presentation: Transcat’s unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 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 what the results will be 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 28, 2020 (“fiscal year 2020”) contained in the Company’s 2020 Annual Report on Form 10-K filed with the SEC.

Revenue Recognition: Distribution sales are recorded when an order’s title and risk of loss transfers to the customer. The Company recognizes the majority of its Service revenue based upon when the calibration or other activity is performed and then shipped and/or delivered to the customer. The majority of the Company’s revenue generating activities have a single performance obligation and are recognized at the point in time when control transfers and/or our obligation has been fulfilled. Some Service revenue is generated from managing customers’ calibration programs in which the Company recognizes revenue over time. Revenue is measured as the amount of consideration the Company expects to receive in exchange for product shipped or services performed. Sales taxes and other taxes billed and collected from customers are excluded from revenue. The Company generally invoices its customers for freight, shipping, and handling charges. Provisions for customer returns are provided for in the period the related revenue is recorded based upon historical data.

Revenue recognized from prior period performance obligations for the ~~second~~third quarter of the fiscal year ending March ~~28, 2020~~27, 2021 (“fiscal year ~~2020”~~2021”) was immaterial. As of ~~September~~December 26, 2020, the Company had no unsatisfied performance obligations for contracts with an original expected duration of greater than one year. Pursuant to the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”), Revenue from Contracts with Customers (Topic 606), the Company applied the practical expedient with respect to disclosure of the deferral and future expected timing of revenue recognition for transaction price allocated to remaining performance obligations. Deferred revenue, unbilled revenue and deferred contract costs recorded on our Consolidated Balance Sheets as of ~~September~~December 26, 2020 and March 28, 2020 were immaterial. Payment terms are generally 30 to 45 days. See Note 4 for disaggregated revenue information.

Fair Value of Financial Instruments: Transcat has determined the fair value of debt and other financial instruments using a valuation hierarchy. The hierarchy, which prioritizes the inputs used in measuring fair value, consists of three levels. Level 1 uses observable inputs such as quoted prices in active markets; Level 2 uses inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, which is defined as unobservable inputs in which little or no market data exists, requires the Company to develop its own assumptions. The carrying amount of debt on the Consolidated Balance Sheets approximates fair value due to variable interest rate pricing, and the carrying amounts for cash, accounts receivable and accounts payable approximate fair value due to their short-term nature. Investment assets, which fund the Company’s non-qualified deferred compensation plan, consist of mutual funds and are valued based on Level 1 inputs. At ~~September~~December 26, 2020 and March 28, 2020, investment assets totaled $0.5 million and $0.4 million, respectively, and are included as a component of other assets (non-current) on the Consolidated Balance Sheets.

Stock-Based Compensation: The Company measures the cost of services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair market value of the award as of the grant date. The Company records compensation expense related to unvested equity awards by recognizing, on a straight-line basis, the unamortized grant date fair value over the remaining service period of each award. Excess tax benefits for stock-based award activity are reflected in the Consolidated Statements of Income as a component of the provision for income taxes. Excess tax benefits are realized benefits from tax deductions for exercised awards in excess of the deferred tax asset attributable to stock-based compensation costs for such awards. The Company did not capitalize any stock-based compensation costs as part of an asset. The Company estimates forfeiture rates based on its historical experience. During the first ~~six~~nine months of fiscal year 2021 and fiscal year 2020, the Company recorded non-cash stock-based compensation expense of ~~$0.7~~$0.9 million and ~~$0.3~~$0.6 million, respectively, in the Consolidated Statements of Income.

Foreign Currency Translation and Transactions: The accounts of Transcat Canada Inc., a wholly-owned subsidiary of the Company, are maintained in the local currency and have been translated to U.S. dollars. Accordingly, the amounts representing assets and liabilities have been translated at the period-end rates of exchange and related revenue and expense accounts have been translated at an average rate of exchange during the period. Gains and losses arising from translation of Transcat Canada Inc.’s financial statements into U.S. dollars are recorded directly to the accumulated other comprehensive loss component of shareholders’ equity.

Transcat records foreign currency gains and losses on Canadian business transactions. The net foreign currency loss was less than $0.1 million during ~~each of~~ the first ~~six~~nine months of each of fiscal years 2021 and 2020. The Company continually utilizes short-term foreign exchange forward contracts to reduce the risk that its earnings will be adversely affected by changes in currency exchange rates. The Company does not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a gain of $0.1 million during the first nine months of fiscal year 2021 and a loss of $0.1 million during ~~each of~~ the first ~~six~~nine months of fiscal ~~years 2021 and~~year 2020, was recognized as a component of other expense in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On ~~September~~December 26, 2020, the Company had a foreign exchange contract, which matured in ~~October 2020,~~January 2021, outstanding in the notional amount of $4.5 million. The foreign exchange contract was renewed in ~~October 2020~~January 2021 and continues to be in place. The Company does not use hedging arrangements for speculative purposes.

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 stock options and unvested restricted stock units using the treasury stock method in periods in which they have a dilutive effect. In computing the per share effect of assumed conversion, funds which would have been received from the exercise of options and unvested restricted stock units and the related tax benefits 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~~third quarter of fiscal year 2021, the net additional common stock equivalents had a ($0.01) effect on the calculation of diluted earnings per share. For the third quarter of fiscal year 2020, the net additional common stock equivalents had 0no effect on the calculation of diluted earnings per share. For the first nine months of each of fiscal years 2021 and 2020, the net additional common stock equivalents had no effect on the calculation of diluted earnings per share. For the first six months of fiscal year 2021, the net additional common stock had no effect on the calculation of diluted earnings per share. For the first six months of fiscal year 2020, the net additional common stock had a ($0.01) effect on the calculation of diluted earnings per share. The average shares outstanding used to compute basic and diluted earnings per share are as follows:

Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC Topic 842), which requires lessees to recognize substantially all leases on the balance sheet and disclose key information about leasing arrangements. The new standard establishes a right of use ("ROU") model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

In July 2018, FASB issued ASU 2018-11, Leases (ASC Topic 842), which provides entities with an additional transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period's financials will remain the same as those previously presented.

The Company adopted the new leasing standard on March 31, 2019. The Company adopted the package of practical expedients permitted under the transition guidance which allowed us to carry forward the historical lease classification. Upon adoption, the Company used hindsight in determining lease term. The most significant impact of adoption was adding ROU lease assets and lease liabilities on the Consolidated Balance Sheets by the present value of the Company’s leasing obligations, which are primarily related to facility and vehicle leases. The present value of the remaining lease payments is recognized as lease liabilities on the Consolidated Balance Sheets with a corresponding ROU asset. At the time of adoption, the value of the assets and liabilities added to the Consolidated Balance Sheets was approximately $8 million. The ROU asset is shown separately on the face of the Consolidated Balance Sheets. $1.7 million of the lease liabilities was included in Accrued Compensation and Other Liabilities on the Consolidated Balance Sheets with the remainder included in Lease Liabilities. Adopting the new standard did not have a material impact on our Consolidated Statement of Income or Consolidated Statement of Cash Flows.

Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The ASU replaces the "incurred loss" model with an "expected credit loss" model that requires entities to estimate an expected lifetime credit loss on financial assets, including trade accounts receivable. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, ~~2023.~~2022. As credit losses from the Company's trade receivables have not historically been significant, the Company does not expect adoption of the new standard to have a material impact on its consolidated financial statements.

Description: On May 18, 2020, the Company entered into the Amended and Restated Credit Facility Agreement Amendment 2 (“Amendment Two”) with Manufacturers and Traders Trust Company that amended the Company’s Credit Agreement (as amended by Amendment Two, the “Credit Agreement”). Amendment Two extended the term of the revolving credit facility (the “Revolving Credit Facility”) to October 20, 2022 and increased the revolving credit commitment to $40 million.

Amendment Two modified the definition of the applicable rate used to determine interest charges on outstanding and unused borrowings under the Revolving Credit Facility and it amended the definition of permitted acquisitions to amend borrowings available under the Revolving Credit Facility for acquisitions. In addition, Amendment Two amended the definition of restricted payments to exclude amounts up to $2.5 million during each fiscal year used to pay certain employee tax obligations associated with share-based payment and stock option activity, and modified certain restrictions to the Company’s ability to repurchase its shares and pay dividends. Amendment Two modified the leverage ratio and fixed charge coverage ratio covenants with which the Company is required to comply ~~and limited capital expenditures to $5.5 million~~ for the fiscal year ending March 27, 2021. Amendment Two also established a London Interbank Offered Rate (“LIBOR”) floor of 1% and included a mechanism for adoption of a different benchmark rate when LIBOR is discontinued. During the third quarter of fiscal year 2021, Manufacturers and Traders Trust Company eliminated the prior requirement included in Amendment Two that limited capital expenditures to $5.5 million for the fiscal year ending March 27, 2021.

On December 10, 2018, the Company entered into an Amended and Restated Credit Agreement Amendment 1 (the “2018 Agreement”). The 2018 Agreement has a term loan (the “2018 Term Loan”) in the amount of $15.0 million. As of ~~September~~December 26, 2020, ~~$11.6~~$11.1 million was outstanding on the 2018 Term Loan, of which $2.0 million was

included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total repayments (principal plus interest) of $0.2 million per month through December 2025.

As of ~~September~~December 26, 2020, $40.0 million was available under the Revolving Credit Facility, of which ~~$11.1~~$13.2 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. During the first ~~six quarter~~nine months of fiscal year 2021, no$3.4 million of borrowings were used for business acquisitions.

The allowable leverage ratio under the Credit Agreement for the second, third and fourth fiscal quarter of fiscal year 2021 and the first quarter of fiscal year 2022 is a maximum multiple of 5.0, 5.5, 7.0 and 4.0, respectively, of total debt outstanding compared to EBITDA and non-cash stock-based compensation expense for the preceding four consecutive fiscal quarters. After the first quarter of fiscal 2022, the allowable leverage ratio is a maximum multiple of 3.0. The Credit Agreement provides that the trailing twelve-month pro forma EBITDA of an acquired business is included in the allowable leverage calculation.

Interest and Other Costs: Interest on outstanding borrowings under the Revolving Credit Facility accrue, at Transcat’s election, at either the variable one-month LIBOR or a fixed rate for a designated period at the LIBOR corresponding to such period, in each case (subject to a 1% floor), plus a margin. Interest on outstanding borrowings under the 2018 Term Loan accrue at a fixed rate of 4.15% over the term of the loan. Unused fees accrue based on the average daily amount of unused credit available on the Revolving Credit Facility. Interest rate margins and unused fees are determined on a quarterly basis based upon the Company’s calculated leverage ratio, as defined in the Credit Agreement. The Company’s interest rate for the Revolving Credit Facility for the first ~~six~~nine months of fiscal year 2021 ranged from 1.4% to 2.7%.

Covenants: The Credit Agreement has certain covenants with which the Company must comply, including a fixed charge ratio covenant and a leverage ratio covenant. The Company was in compliance with all loan covenants and requirements during the ~~second~~third quarter of fiscal year 2021. Our leverage ratio, as defined in the Credit Agreement, was ~~1.19~~1.24 at ~~September~~December 26, 2020, compared with 1.53 at the end of fiscal year 2020.

Other Terms: The Company has pledged all of its U.S. tangible and intangible personal property, the equity interests of its U.S.-based subsidiaries, and a majority of the common stock of Transcat Canada Inc. as collateral security for the loans made under the Revolving Credit Facility.

The Company has a stock-based incentive plan (the “2003 Plan”) that provides for, among other awards, grants of restricted stock units and stock options to directors, officers and key employees at the fair market value at the date of grant. At ~~September~~December 26, 2020, 0.9 million shares of common stock were available for future grant under the 2003 Plan.

The Company receives an excess tax benefit related to restricted stock vesting and stock options exercised and redeemed. The discrete tax benefit related to stock-based compensation and stock option activity during the first ~~six~~nine months of fiscal year 2021 and 2020 was $0.3 million and ~~$0.8~~$0.9 million, respectively.

Restricted Stock Units: The Company grants time-based and performance-based restricted stock units as a component of executive and key employee compensation. Expense for restricted stock unit grants is recognized on a straight-line basis for the service period of the stock award based upon fair value of the award on the date of grant. The fair value of the restricted stock unit grants is the quoted market price for the Company’s common stock on the date of grant. These restricted stock units are either time vested, or vest following the third fiscal year from the date of grant subject to cumulative diluted earnings per share targets over the eligible period.

Compensation cost ultimately recognized for performance-based restricted stock units will equal the grant date fair market value of the unit that coincides with the actual outcome of the performance conditions. On an interim basis, the Company records compensation cost based on the estimated level of achievement of the performance conditions. The expense relating to the time vested restricted stock units is recognized on a straight-line basis over the requisite service period for the entire award.

The Company achieved 79% of the target level for the performance-based restricted stock units granted in the fiscal year ended March 31, 2018 and as a result, issued 49 shares of common stock to executive officers and certain key

employees during the first quarter of fiscal year 2021. The following table summarizes the non-vested restricted stock units outstanding as of ~~September~~December 26, 2020:

		Total	Grant Date
April 2018	April 2018 – March 2021	1	$	15.65	Time Vested
May 2018	April 2018 – March 2021	22	$	15.30	90% of target level
May 2018	April 2018 – March 2021	22	$	15.30	Time Vested
October 2018	October 2018 – September 2027	9	$	20.81	Time Vested
March 2019	April 2019 – March 2022	23	$	23.50	90% of target level
March 2019	April 2019 – March 2022	23	$	23.50	Time Vested
August 2019	August 2019 – July 2022	1	$	23.00	Time Vested
March 2020	April 2020 – March 2023	2	$	26.25	Time Vested
July 2020	July 2020 – March 2023	46	$	27.08	Time Vested
September 2020	September 2020 – September 2021	14	$	28.52	Time Vested
September 2020	September 2020 –July 2023	4	$	28.54	Time Vested
September 2020	September 2020 –July 2023	5	$	29.76	Time Vested
September 2020	September 2020 – September 2023	3	$	29.76	Time Vested

Total
Grant Date
Estimated
Number
Fair
Level of
Date
Measurement
of Units
Value
Achievement at
Granted
Period
Outstanding
Per Unit
September 26, 2020
April 2018
April 2018 – March 2021
1
$
15.65
Time Vested
May 2018
April 2018 – March 2021
22
$
15.30
90% of target level
May 2018
April 2018 – March 2021
22
$
15.30
Time Vested
October 2018
October 2018 – September 2027
9
$
20.81
Time Vested
March 2019
April 2019 – March 2022
23
$
23.50
90% of target level
March 2019
April 2019 – March 2022
23
$
23.50
Time Vested
August 2019
August 2019 – July 2022
1
$
23.00
Time Vested
March 2020
April 2020 – March 2023
2
$
26.25
Time Vested
July 2020
July 2020 – March 2023
46
$
27.08
Time Vested
September 2020
September 2020 – September 2021
14
$
28.52
Time Vested
September 2020
September 2020 –July 2023
4
$
28.54
Time Vested
September 2020
September 2020 –July 2023
5
$
29.76
Time Vested
September 2020
September 2020 – September 2023
3
$
29.76
Time Vested

		Total	Grant Date		Estimated
		Number	Fair		Level of
Date	Measurement	of Units	Value		Achievement at
Granted	Period	Outstanding	Per Unit		December 26, 2020
April 2018	April 2018 – March 2021	1	$	15.65	Time Vested
May 2018	April 2018 – March 2021	22	$	15.30	55% of target level
May 2018	April 2018 – March 2021	22	$	15.30	Time Vested
October 2018	October 2018 – September 2027	8	$	20.81	Time Vested
March 2019	April 2019 – March 2022	23	$	23.50	55% of target level
March 2019	April 2019 – March 2022	23	$	23.50	Time Vested
August 2019	August 2019 – August 2022	1	$	23.00	Time Vested
March 2020	April 2020 – March 2023	2	$	26.25	Time Vested
July 2020	July 2020 – March 2023	46	$	27.08	Time Vested
September 2020	September 2020 – September 2021	14	$	28.52	Time Vested
September 2020	September 2020 –July 2023	4	$	28.54	Time Vested
September 2020	September 2020 –July 2023	5	$	29.76	Time Vested
September 2020	September 2020 – September 2023	3	$	29.76	Time Vested

Total expense relating to ~~performance-based~~ restricted stock units, based on grant date fair value and the achievement criteria, was ~~$0.6~~$0.7 million and ~~$0.3~~$0.6 million, respectively, in the first ~~six~~nine months of fiscal years 2021 and 2020. As of ~~September~~December 26, 2020, unearned compensation to be recognized over the grants’ respective service periods totaled ~~$2.6~~$2.1 million.

Stock Options: The Company grants stock options to employees and directors equal to the quoted market price of the Company’s stock at the date of the grant. The fair value of stock options is estimated using the Black-Scholes option pricing formula that requires assumptions for expected volatility, expected dividends, the risk-free interest rate and the expected term of the option. Expense for stock options is recognized on a straight-line basis over the requisite service period for each award. Options vest either immediately or over a period of up to five years using a straight-line basis and expire either five years or ten years from the date of grant.

The following table summarizes the Company’s options as of and for the first ~~six~~nine months of fiscal year 2021:

					Weighted
			Weighted		Average					Weighted		Weighted
			Average		Remaining					Average		Average
	Number		Exercise		Contractual	Aggregate		Number		Exercise		Remaining	Aggregate
	of		Price Per		Term (in	Intrinsic		of		Price Per		Contractual	Intrinsic
	Shares		Share		years)	Value		Shares		Share		Term (in years)	Value
Outstanding as of March 28, 2020	150		$	14.63				150		$	14.63
Granted	20		$	27.48				20		$	27.48
Exercised	(25	)	$	12.00				(30	)	$	12.75
Forfeited	-			-				0-			0-
Redeemed	-			-				0-			0-
Outstanding as of September 26, 2020	145		$	16.86	4	$	1,787
Exercisable as of September 26, 2020	90		$	17.01	2	$	1,524
Outstanding as of December 26, 2020								140		$	16.87	3	$	2,263
Exercisable as of December 26, 2020								85		$	17.04	2	$	1,788

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~~third quarter of fiscal year 2021 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 holders exercised their options on ~~September~~December 26, 2020. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s common stock.

Total expense related to stock options was $0.1 million during the first ~~six~~nine months of ~~fiscal year 2021. Total expense related to stock options was less than $0.1 million during the first six months~~each of fiscal ~~year~~years 2021 and 2020. Total unrecognized compensation cost related to non-vested stock options as of ~~September~~December 26, 2020 was $0.2 million, which is expected to be recognized over a period of ~~five~~three years. The aggregate intrinsic value of stock options exercised in the first ~~six~~nine months of fiscal years 2021 and 2020 was $0.3 million and ~~$2.2~~$3.5 million, respectively. Cash received from the exercise of options in the first ~~six~~nine months of fiscal years 2021 and 2020 was ~~$0.3~~$0.4 million and ~~$1.2~~$1.4 million, respectively.

Transcat has ~~two~~2 reportable segments: ~~Service~~Distribution and ~~Distribution.~~Service. The Company has no inter-segment sales. The following table presents segment information for the ~~second~~third quarter and first ~~six~~nine months of fiscal years 2021 and 2020:

	Second Quarter Ended				Six Months Ended					Third Quarter Ended				Nine Months Ended
	September 26,		September 28,		September 26,			September 28,		December 26,		December 28,		December 26,		December 28,
	2020		2019		2020			2019		2020		2019		2020		2019
Revenue:
Service	$	24,554	$	23,502	$	47,521		$	45,900	$	24,776	$	22,087	$	72,297	$	67,987
Distribution		17,053		18,261		32,990			38,258		19,286		21,092		52,276		59,350
Total		41,607		41,763		80,511			84,158		44,062		43,179		124,573		127,337

Gross Profit:
Service		7,900		6,012		13,969			11,384		6,915		4,866		20,884		16,250
Distribution		3,594		4,433		6,934			9,113		4,330		5,062		11,264		14,175
Total		11,494		10,445		20,903			20,497		11,245		9,928		32,148		30,425

Operating Expenses:
Service ⁽¹⁾		4,923		4,175		9,863			8,809		4,959		4,378		14,822		13,187
Distribution ⁽¹⁾		3,493		3,211		6,998			6,671		3,767		3,459		10,765		10,130
Total		8,416		7,386		16,861			15,480		8,726		7,837		25,587		23,317

Operating Income:
Service ⁽¹⁾		2,977		1,837		4,106			2,575
Distribution ⁽¹⁾		101		1,222		(64	)		2,442
Service											563		488		6,062		3,063
Distribution											1,956		1,603		499		4,045
Total		3,078		3,059		4,042			5,017		2,519		2,091		6,561		7,108

Unallocated Amounts:
Interest and Other Expense, net		317		297		560			582		219		194		779		776
Provision for Income Taxes		737		383		660			338		539		420		1,199		758
Total		1,054		680		1,220			920		758		614		1,978		1,534

Net Income	$	2,024	$	2,379	$	2,822		$	4,097	$	1,761	$	1,477	$	4,583	$	5,574

~~TTE:~~ Effective, February 21, 2020, Transcat acquired substantially all of the assets of TTE Laboratories, Inc. (“TTE") a Boston, MA-based provider of pipette calibration services and equipment. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s service capabilities. TTE’s focus on pipettes complements the current offerings Transcat provides to the life science sector. Going forward, we will refer to TTE as “pipettes.com”.

The Company applies the acquisition method of accounting for business acquisitions. Under the acquisition method, the purchase price of an acquisition is assigned to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The Company uses a valuation hierarchy, as further described under Fair Value of Financial Instruments in Note 1 above, and typically utilizes independent third-party valuation specialists to determine the fair values used in this allocation. Purchase price allocations are subject to revision within the measurement period, not to exceed one year from the date of acquisition. ~~75%~~

BioTek: Effective December 16, 2020, Transcat acquired substantially all of the assets of BioTek Services, Inc. (“BioTek”), a Virginia based provider of pipette calibration services. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s service capabilities. BioTek’s focus on pipettes complements the current offerings Transcat provides to the Life Science sector.

100% of the goodwill and intangible assets relating to the ~~TTE~~BioTek acquisition has been allocated to the Service ~~segment with the remaining 25% allocated to the Distribution~~ segment. Intangible assets related to the ~~TTE~~BioTek acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. Amortization of goodwill related to the ~~TTE~~BioTek acquisition is deductible for tax purposes.

The total purchase price paid for the assets of ~~TTE~~BioTek was approximately ~~$12.2~~$3.4 million. ~~$1.2~~$0.4 million of the purchase price has been put into escrow as a holdback for indemnification claims, if any. The following is a preliminary summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of ~~TTE’s~~BioTek’s assets and liabilities acquired during the period presented:

TTE: Effective, February 21, 2020, Transcat acquired substantially all of the assets of TTE Laboratories, Inc. (“TTE") a Boston, MA-based provider of pipette calibration services and equipment. This transaction aligned with a key component of the Company’s acquisition strategy of targeting businesses that expand the depth and breadth of the Company’s service capabilities. TTE’s focus on pipettes complements the current offerings Transcat provides to the life science sector. We will refer to TTE as “pipettes.com”.

75% of the goodwill and intangible assets relating to the pipettes.com acquisition has been allocated to the Service segment with the remaining 25% allocated to the Distribution segment. Intangible assets related to the pipettes.com acquisition are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years and are deductible for tax purposes. Amortization of goodwill related to the pipettes.com acquisition is deductible for tax purposes.

The total purchase price paid for the assets of pipettes.com was approximately $12.2 million. $1.2 million of the purchase price has been put into escrow as a holdback for indemnification claims, if any. The following is a summary of the purchase price allocation, in the aggregate, to the fair value, based on Level 3 inputs, of pipettes.com assets and liabilities acquired during the period presented:

The results of acquired businesses are included in Transcat’s consolidated operating results as of the dates the businesses were acquired. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of ~~TTE~~pipettes.com and BioTek had occurred at the beginning of fiscal year 2020. The pro forma results do not purport to represent what the Company’s results of operations actually would have been if the transaction had occurred at the beginning of the period presented or what the Company’s operating results will be in future periods.

	(Unaudited)
Total Revenue	$	88,018
Net Income	$	4,313
Basic Earnings Per Share	$	0.62
Diluted Earnings Per Share	$	0.61

	(Unaudited)
Total Revenue	$	126,121	$	135,115
Net Income	$	4,843	$	6,493
Basic Earnings Per Share	$	0.65	$	0.89
Diluted Earnings Per Share	$	0.64	$	0.87

IIS: Effective July 19, 2019, Transcat acquired Infinite Integral Solutions Inc. (“IIS”). IIS, headquartered in Mississauga, Ontario, Canada, is the owner and developer of the CalTree™ suite of software solutions for the automation of calibration procedures and datasheet generation. Total consideration for the shares of IIS was 1.4 million Canadian dollars, subject in part to the achievement of certain milestones. 1.0 million Canadian dollars was paid during fiscal year 2020 and was included as a business acquisition in the Consolidated Statement of Cash Flows. 1.0 million Canadian dollars has been allocated to software and property and equipment and 0.3 million Canadian has been allocated to goodwill. Due to the immaterial amount of pre-acquisition revenue and expenses, no pro forma table of results has been presented.

GRS: Effective April 1, 2019, Transcat acquired substantially all of the assets of Gauge Repair Service (“GRS”), a California-based provider of calibration services. This transaction leveraged the Company’s infrastructure while also increasing the depth and breadth of the Company’s service capabilities. Due to the immaterial amount of the purchase price of the GRS assets, it has been included in the purchases of property and equipment in the Consolidated Statement of Cash Flows.

Certain of the Company’s acquisition agreements include provisions for contingent consideration and other holdback amounts. The Company accrues for contingent consideration and holdback provisions based on their estimated fair value at the date of acquisition. As of ~~September~~December 26, 2020, there was ~~no contingent consideration or~~$0.1 million of other holdback amounts unpaid and reflected in current liabilities on the Consolidated Balance Sheets. During the ~~second~~third quarter of each of fiscal year 2021 and fiscal year 2020, no00no contingent consideration or other holdback amounts were paid.

During each of the first ~~six~~nine months of fiscal years 2021 and 2020, acquisition costs of less than $0.1 million were recorded as incurred as general and administrative expenses in the Consolidated Statements of Income.

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

Forward-Looking Statements. This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements relate to expectations, estimates, beliefs, assumptions and predictions of future events and are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “projects,” “intends,” “could,” “plans,” “may” and other similar words. Forward-looking statements are not statements of historical fact and thus are subject to risks, uncertainties and other factors that could cause actual results to differ materially from historical results or those expressed in such forward-looking statements. You should evaluate forward-looking statements in light of important risk factors and uncertainties that may affect our operating and financial results and our ability to achieve our financial objectives. These factors include, but are not limited to, the impact of the ~~coronavirus (“COVID-19”)~~COVID-19 pandemic on our business, the highly competitive nature of the industries in which we compete and in the nature of our two business segments, cybersecurity risks, the risk of significant disruptions in our information technology systems, our inability to recruit, train and retain quality employees, skilled technicians and senior management, fluctuations in our operating results, competition in the rental market, the volatility of our stock price, our ability to adapt our technology, reliance on our enterprise resource planning system, technology updates, ~~risks related to~~ our acquisition strategy and the integration of the businesses we acquire, volatility in our customers’ industries, changes in vendor rebate programs, our vendors’ abilities to provide desired inventory, ~~the risks related to~~our current and future indebtedness, the relatively low trading volume of our common stock, foreign currency rate fluctuations and the impact of general economic conditions on our business. These risk factors and uncertainties are more fully described by us under the heading “Risk Factors” in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended March 28, 2020. You should not place undue reliance on our forward-looking statements, which speak only as of the date they are made. Except as required by law, we undertake no obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

There have been no material changes to our critical accounting policies and estimates from the information provided in our Annual Report on Form 10-K for the fiscal year ended March 28, 2020.

During ~~our second~~the third quarter of fiscal year 2021, we ~~achieved~~recorded consolidated revenue of ~~$41.6~~$44.1 million. This represented ~~a decrease~~an increase of ~~0.4%~~$0.9 million or ~~$0.2 million~~2.0% versus the ~~second~~third quarter of fiscal year 2020. Revenue growth was primarily due to our Service segment, which increased 12.2% or $2.7 million to $24.8 million. Our Distribution segment showed a sales decrease of 8.6% to $19.3 million. This decrease is due to the economic downturn from the COVID-19 pandemic that has impacted customer ~~demand, especially in the Distribution segment.~~demand.

Gross profit for the ~~second~~third quarter of fiscal year 2021 was ~~$11.5~~$11.2 million, an increase of ~~$1.1~~$1.3 million or ~~10.0%~~13.3% versus the ~~second~~third quarter of fiscal year 2020. ~~Gross~~In addition, gross margin expanded by ~~260~~250 basis points to 25.5% from ~~25.0% to 27.6%~~23.0%. The increase in gross profit and gross margin were positively affected by continued increases in productivity in the Service segment, strategic customer price increases, favorable changes in sales product and channel mix and various cost reduction efforts implemented in response to the COVID-19 pandemic.

Total operating expenses were ~~$8.4~~$8.7 million, an increase of ~~$1.0~~$0.9 million or ~~13.9%~~11.3% as compared to the ~~second~~third quarter of fiscal year 2020, as we continued to invest in our technology initiatives. Also, included in operating expenses during the ~~second~~third quarter of fiscal year 2021 were incremental operating expenses related to the acquisition of ~~TTE,~~pipettes.com and BioTek which ~~we now and going forward refer to as pipettes.com.~~closed in December 2020. As a percentage of total revenue, operating expenses were ~~20.2%~~19.8%, up ~~250~~160 basis points from ~~17.7%~~18.2% in the ~~second~~third quarter of fiscal year 2020.

Net income was ~~$2.0~~$1.8 million, ~~down 14.9%~~a 19.2% increase as compared to ~~$2.4~~$1.5 million in the ~~second~~third quarter of fiscal year 2020. The ~~decline~~increase in net income was due to higher operating income which was offset by higher provision for income taxes. The higher provision for income taxes was a result of decreased discrete income tax benefits related to stock-based awards.

The following table presents, for the ~~second~~third quarter and first ~~six~~nine months of fiscal years 2021 and 2020, the components of our Consolidated Statements of Income:

	(Unaudited)						(Unaudited)						(Unaudited)						(Unaudited)
	Second Quarter Ended						Six Months Ended						Third Quarter Ended						Nine Months Ended
	September 26,			September 28,			September 26,			September 28,			December 26,			December 28,			December 26,			December 28,
	2020			2019			2020			2019			2020			2019			2020			2019
As a Percentage of Total Revenue:
Service Revenue		59.0	%		56.3	%		59.0	%		54.5	%		56.2	%		51.2	%		58.0	%		53.4	%
Distribution Sales		41.0	%		43.7	%		41.0	%		45.5	%		43.8	%		48.8	%		42.0	%		46.6	%
Total Revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Gross Profit Percentage:
Service Gross Profit		32.2	%		25.6	%		29.4	%		24.8	%		27.9	%		22.0	%		28.9	%		23.9	%
Distribution Gross Profit		21.1	%		24.3	%		21.0	%		23.8	%		22.5	%		24.0	%		21.5	%		23.9	%
Total Gross Profit		27.6	%		25.0	%		26.0	%		24.4	%		25.5	%		23.0	%		25.8	%		23.9	%

Selling, Marketing and Warehouse Expenses		10.3	%		10.1	%		10.4	%		10.3	%		10.6	%		10.3	%		10.5	%		10.3	%
General and Administrative Expenses		9.9	%		7.6	%		10.6	%		8.1	%		9.2	%		7.9	%		10.0	%		8.0	%
Total Operating Expenses		20.2	%		17.7	%		21.0	%		18.4	%		19.8	%		18.2	%		20.5	%		18.3	%

Operating Income		7.4	%		7.3	%		5.0	%		6.0	%		5.7	%		4.8	%		5.3	%		5.6	%

Interest and Other Expense, net		0.8	%		0.7	%		0.7	%		0.7	%		0.5	%		0.4	%		0.6	%		0.6	%

Income Before Income Taxes		6.6	%		6.6	%		4.3	%		5.3	%		5.2	%		4.4	%		4.7	%		5.0	%
Provision for Income Taxes		1.7	%		0.9	%		0.8	%		0.4	%		1.2	%		1.0	%		1.0	%		0.6	%

Net Income		4.9	%		5.7	%		3.5	%		4.9	%		4.0	%		3.4	%		3.7	%		4.4	%

~~SECOND~~THIRD QUARTER ENDED ~~SEPTEMBER~~DECEMBER 26, 2020 COMPARED TO ~~SECOND~~THIRD QUARTER ENDED

Total revenue ~~decreased $0.2~~increased $0.9 million, or ~~0.4%~~2.0%, in our fiscal year 2021 ~~second~~third quarter compared to the prior year ~~second~~third quarter. Excluding acquired revenue of ~~$2.2~~$2.1 million, organic revenue declined by ~~5.7%~~3.0%.

Service revenue, which accounted for ~~59.0%~~56.2% and ~~56.3%~~51.2% of our total revenue in the ~~second~~third quarter of fiscal years 2021 and 2020, respectively, increased ~~4.5%~~12.2% from the ~~second~~third quarter of fiscal year 2020 to the ~~second~~third quarter of fiscal year 2021. This year-over-year increase reflected new Life Science business and, combined with ~~$1.2~~$1.4 million of incremental revenue from pipettes.com and BioTek, more than offset reduced demand from other markets caused primarily by the COVID-19 pandemic. Excluding acquired revenue of ~~$1.2~~$1.4 million, the Service segment ~~had an~~ organic revenue ~~decline of 0.8%~~increased by 5.9%.

Our fiscal years 2021 and 2020 quarterly Service revenue growth, in relation to prior fiscal year quarter comparisons, was as follows:

Within any fiscal year, while we add new customers, we also have customers from the prior fiscal year whose service orders may not repeat for any number of factors. Among those factors are variations in the timing of periodic calibrations and other services, customer capital expenditures and customer outsourcing decisions. Because the timing of Service segment orders can vary on a quarter-to-quarter basis, we believe trailing twelve-month information provides an indication of the progress of this segment. The following table presents the trailing twelve-month Service segment revenue for each quarter in fiscal years 2021 and 2020 as well as the trailing twelve-month revenue growth as a comparison to that of the prior fiscal year period:

		FY 2021			FY 2020
Service Revenue Growth		4.5	%		2.5	%			2.9	%		7.8	%		18.1	%		15.9	%

		FY 2021			FY 2020
Service Revenue Growth			12.2	%		4.5	%		2.5	%			2.9	%		7.8	%		18.1	%		15.9	%

The growth in Service segment revenue during the ~~second~~third quarter of ~~fiscal year 2021 reflected acquisitions, while the growth in the second quarter~~each of fiscal ~~year~~years 2021 and 2020 reflected both organic growth and acquisitions.

Our strategy has been to focus our investments in the core electrical, temperature, pressure, physical/dimensional and radio frequency/microwave calibration disciplines. We expect to subcontract approximately 13% to 15% of our Service revenue to third-party vendors for calibration beyond our chosen scope of capabilities. We continually evaluate our outsourcing needs and make capital investments, as deemed necessary, to add more in-house capabilities and reduce the need for third-party vendors. Capability expansion through business acquisitions is another way we seek to reduce the need for outsourcing. The following table presents the source of our Service revenue and the percentage of Service

revenue derived from each source for each quarter during fiscal years 2021 and 2020:

Our Distribution sales accounted for ~~41.0%~~43.8% of our total revenue in the ~~second~~third quarter of fiscal year 2021 and ~~43.7%~~48.8% of our total revenue in the ~~second~~third quarter of fiscal year 2020. During the ~~second~~third quarter of fiscal year 2021, Distribution segment sales decreased ~~6.6%~~8.6% to ~~$17.1~~$19.3 million. These results were impacted by the COVID-19 pandemic, with reduced demand from oil and gas related businesses and most other industrial manufacturing sectors. However, rental revenue increased by ~~1.2%~~12.2% to ~~$1.3~~$1.4 million compared to the ~~second~~third quarter of fiscal year 2020.

Our fiscal years 2021 and 2020 Distribution sales (decline) growth, in relation to prior fiscal year quarter comparisons, was as follows:

		FY 2021			FY 2020
Distribution Sales (Decline) Growth		(6.6	%)		(20.3	%)			2.9	%		3.5	%		(3.8	%)		15.4	%

		FY 2021			FY 2020
Distribution Sales (Decline) Growth		(8.6	%)		(6.6	%)		(20.3	%)			2.9	%		3.5	%		(3.8	%)		15.4	%

Distribution ~~sales~~ orders include orders for instruments that we routinely stock in our inventory, customized products and other products ordered less frequently, which we do not stock. Pending product shipments are primarily backorders but also include products that are requested to be calibrated in our service centers prior to shipment, orders required by the customer to be shipped complete or at a future date, and other orders awaiting final credit or management review prior to shipment.

Our total pending product shipments at the end of the ~~second~~third quarter of fiscal year 2021 were ~~$4.3~~$5.5 million, an increase of ~~$0.1~~$1.8 million ~~versus~~from the ~~end of the second~~third quarter of fiscal year ~~2020 and a decrease of $0.1 million since March 28,~~ 2020. The following table presents our total pending product shipments and the percentage of total pending product shipments that were backorders at the end of each quarter of fiscal years 2021 and 2020:

Total gross profit for the ~~second~~third quarter of fiscal year 2021 was ~~$11.5~~$11.2 million, an increase of ~~$1.1~~$1.3 million or ~~10.0%~~13.3% versus the ~~second~~third quarter of fiscal year 2020. Total gross margin was ~~27.6%~~25.5% in the ~~second~~third quarter of fiscal year 2021, up from ~~25.0%~~23.0% in the ~~second~~third quarter of fiscal year 2020, ~~a 260~~an increase of 250 basis ~~point expansion.~~points.

Service gross profit in the ~~second~~third quarter of fiscal year 2021 increased ~~$1.9~~$2.1 million, or ~~31.4%~~42.1%, from the ~~second~~third quarter of fiscal year 2020. Service gross margin was ~~32.2%~~27.9% in the ~~second~~third quarter of fiscal year 2021 ~~a 660 basis point increase~~ versus 22.0% in the ~~second~~third quarter of fiscal year ~~2020.~~2020, an increase of 590 basis points. This increase in gross margin was primarily due to ongoing productivity improvements, cost controls ~~along with~~implemented in response to the COVID-19 pandemic and strategic ~~pricing and a favorable mix of services performed.~~pricing.

The following table presents the quarterly historical trend of our Service gross margin as a percent of Service revenue:

		FY 2021			FY 2020
Service Gross Margin		32.2	%		26.4	%			28.9	%		22.0	%		25.6	%		24.0	%

		FY 2021			FY 2020
Service Gross Margin		27.9	%		32.2	%		26.4	%			28.9	%		22.0	%		25.6	%		24.0	%

Our Distribution gross margin includes net sales less the direct cost of inventory sold and the direct costs of equipment rental revenues, primarily depreciation expense for the fixed assets in our rental equipment pool, as well as the impact of rebates and cooperative advertising income we receive from vendors, freight billed to customers, freight expenses and direct shipping costs. In general, our Distribution gross margin can vary based upon the mix of products sold, price discounting, and the timing of periodic vendor rebates ~~offered~~ and cooperative advertising programs from suppliers.

The following table reflects the quarterly historical trend of our Distribution gross margin as a percent of Distribution sales:

		FY 2021			FY 2020
Distribution Gross Margin		21.1	%		21.0	%			23.2	%		24.0	%		24.3	%		23.4	%

		FY 2021			FY 2020
Distribution Gross Margin		22.5	%		21.1	%		21.0	%			23.2	%		24.0	%		24.3	%		23.4	%

Distribution segment gross margin was ~~21.1%~~22.5% in the ~~second~~third quarter of fiscal year 2021 versus ~~24.3%~~24.0% in the ~~second~~third quarter of fiscal year 2020, a ~~320~~150 basis point decrease. The decrease in segment gross margin was primarily due to lower volume, less demand from core product sales and reduced cooperative advertising and rebate programs as certain vendors reduced these programs to lower their own ~~costs.~~costs in response to the COVID-19 pandemic.

Total operating expenses were ~~$8.4~~$8.7 million in the ~~second~~third quarter of fiscal year 2021 versus ~~$7.4~~$7.8 million during the ~~second~~third quarter of fiscal year 2020. The year-over-year increase in selling, marketing and warehouse expenses is due to incremental costs related to the acquisition of pipettes.com and BioTek, especially increased acquisition related amortization expense offset by reduced sales incentives and direct marketing costs. The increase in general and administrative expenses includes incremental expenses related to the acquisition of pipettes.com and BioTek and increased expenses related to our continued investment in technology and operational infrastructure. AsOperating expenses as a percentage of total revenue ~~operating expenses~~ were ~~20.2%~~19.8% in the ~~second~~third quarter of fiscal year 2021, up from ~~17.7%~~18.2% in the ~~second~~third quarter of fiscal year ~~2020, an increase of 250 basis points.~~2020.

Our effective tax rates for the ~~second~~third quarter of fiscal years 2021 and 2020 were ~~26.7%~~23.4% and ~~13.9%~~22.1%, respectively. ~~The increase in our tax rate is due to the decreased discrete tax benefits from stock-based compensation activity.~~ Our quarterly provision for income taxes is affected by discrete items that may occur in any given period but are not consistent from year to year. The discrete benefits related to stock-based compensation activity in the ~~second~~third quarter of each of fiscal years 2021 and 2020, were less than $0.1 ~~million and $0.3 million, respectively.~~million. We continue to evaluate our tax provision on a quarterly basis and adjust, as deemed necessary, our effective tax rate given changes in facts and circumstances expected for the entire fiscal year. We expect our total fiscal year 2021 effective tax rate to be approximately 22.0% to 23.0%.

		Second Quarter Ended		Change
Net Income		$	2,024		$	2,379		$	(355	)	(14.9	%)

		Third Quarter Ended		Change
Net Income		$	1,761		$	1,477		$	284		19.2	%

Net income for the ~~second~~third quarter of fiscal year 2021 was ~~$2.0~~$1.8 million, ~~a decrease~~an increase of ~~$0.4~~$0.3 million or ~~14.9%~~19.2% versus the ~~second~~third quarter of fiscal year 2020. The ~~decrease~~increase is primarily due to increased operating income discussed above offset by increased provision for income taxes.

In addition to reporting net income, a GAAP measure, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, non-cash loss on sale of building, and restructuring expense), which is a non-GAAP measure. Our management believes Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and others to evaluate and compare the performance of our core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation and amortization), taxes, stock-based compensation expense and other items, which is not always commensurate with the reporting period in which it is included. As such, our management uses Adjusted EBITDA as a measure of performance when evaluating our business segments and as a basis for planning and forecasting. Adjusted EBITDA is also commonly used by rating agencies, lenders and other parties to evaluate our credit worthiness.

Adjusted EBITDA is not a measure of financial performance under GAAP and is not calculated through the application of GAAP. As such, it should not be considered as a substitute or alternative for the GAAP measure of net income and, therefore, should not be used in isolation of, rather in conjunction with, the GAAP measure. Adjusted EBITDA, as presented, may produce results that vary from the GAAP measure and may not be comparable to a similarly defined non-GAAP measure used by other companies.

Total Adjusted EBITDA for the ~~second~~third quarter of fiscal year 2021 was ~~$5.2~~$4.6 million, versus ~~$4.8~~$4.1 million during the ~~second~~third quarter of fiscal year 2020, a ~~$0.4~~$0.5 million or ~~9.1%~~12.2% increase. As a percentage of revenue, Adjusted EBITDA was ~~12.6%~~10.4% for the ~~second~~third quarter of fiscal year 2021 and ~~11.5%~~9.4% for the ~~second~~third quarter of fiscal year 2020. The difference between the fiscal year 2021 ~~second~~third quarter increase in Adjusted EBITDA and the ~~decrease~~increase in net income was primarily driven by increased ~~non-cash stock compensation expense,~~ provision for income taxes and depreciation and ~~amortization.~~amortization offset by lower non-cash stock compensation expense.

~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 26, 2020 COMPARED TO ~~SIX~~NINE MONTHS ENDED ~~SEPTEMBER~~DECEMBER 28, 2019 ~~(dollars~~(dollars in thousands):

Our Service revenue ~~which~~ accounted for ~~59.0%~~58.0% and 53.4% of our total revenue during the first ~~six~~nine months of fiscal years 2021 and 2020, respectively. For the first nine months of fiscal year 2021, ~~and 54.5% of our total~~Service revenue ~~during~~increased $4.3 million, or 6.3%, compared to the first ~~six~~nine months of fiscal year ~~2020, increased $1.6 million, or 3.5%, from the first six months of fiscal year 2020 to the first six months of fiscal year 2021.~~2020. This year-over-year increase reflected increased demand from the Life Sciences market and, combined with ~~$2.2~~$3.8 million of incremental revenue from pipettes.com and BioTek, more than offset reduced demand from other markets caused primarily by the COVID-19 pandemic.

Our Distribution sales accounted for ~~41.0%~~42.0% and ~~45.5%~~46.6% of our total revenue in the first ~~six~~nine months of fiscal years 2021 and 2020, respectively. For the first ~~six~~nine months of fiscal year 2021, Distribution sales decreased ~~$5.3~~$7.1 million, or ~~13.8%~~11.9%, compared to the first ~~six~~nine months of fiscal year 2020. These results were impacted by the COVID-19 pandemic, with reduced demand from oil and gas related businesses and most other industrial manufacturing sectors. In addition, rental revenue decreased during the first nine months of fiscal year 2021 by ~~8.2%~~1.6% to ~~$2.3~~$3.7 million compared to the first ~~six~~nine months of fiscal year 2020.

Total gross profit for the first ~~six~~nine months of fiscal year 2021 was ~~$20.9~~$32.1 million, an increase of ~~$0.4~~$1.7 million or ~~2.0%~~5.7% versus the first ~~six~~nine months of fiscal year 2020. Total gross margin was ~~26.0%~~25.8%, a ~~160~~190 basis ~~points~~point increase compared to ~~24.4%~~23.9% in the first ~~six~~nine months of fiscal year 2020. This increase in gross margin was primarily due to increased Service revenues, primarily from pipettes.com and BioTek, and ongoing productivity improvements in the Service segment which more than offset a decrease in Distribution gross profit from lower Distribution sales.

Total operating expenses for the first ~~six~~nine months of fiscal year 2021 were ~~$16.9~~$25.6 million, an increase of ~~$1.4~~$2.3 million or ~~8.9% versus~~9.7% compared to the first ~~six~~nine months of fiscal year 2020. The year-over-year decrease in selling, marketing and warehouse expenses is due to reduced sales incentives and direct marketing costs offset by increased expenses related to the acquisition of pipettes.com and BioTek, especially acquisition related amortization expense. The increase in general and administrative expenses includes incremental increased expenses related to our continued investment in technology and operational infrastructure, increased expenses related to the acquisition of pipettes.com and BioTek and approximately $0.4 million of severance expenses. As a percentage of total revenue, operating expenses during the first ~~six~~nine months of fiscal year 2021 were ~~20.9%~~20.5%, compared to ~~18.4% in~~18.3% during the first ~~six~~nine months of fiscal year 2020, ~~an increase of 250~~a 220 basis ~~points.~~point increase.

		Six Months Ended		Change
Provision for Income Taxes		$	660		$	338		$	322		95.3	%

		Nine Months Ended		Change
Provision for Income Taxes		$	1,199		$	758		$	441		58.2	%

Our effective tax rates for the first ~~six~~nine months of fiscal years 2021 and 2020 were ~~19.0%~~20.7% and ~~7.6%,~~12.0% respectively. The increase in our tax rate is due to the decreased discrete tax benefits from stock-based compensation activity. Our provision for income taxes is affected by discrete items that may occur in any given period but are not consistent from year to year. The discrete benefits related to stock-based compensation activity in the first ~~six~~nine months of fiscal years 2021 and 2020 were $0.3 million and ~~$0.8~~$0.9 million, respectively. We continue to evaluate our tax provision on a quarterly basis and adjust, as deemed necessary, our effective tax rate given changes in facts and circumstances expected for the entire fiscal year. We expect our total fiscal year 2021 effective tax rate to be approximately 22.0% to 23.0%.

		Six Months Ended		Change
Net Income		$	2,822		$	4,097		$	(1,275	)	(31.1	%)

		Nine Months Ended		Change
Net Income		$	4,583		$	5,574		$	(991	)	(17.8	%)

Net income for the first ~~six~~nine months of fiscal year 2021 was ~~$2.8~~$4.6 million, a decrease of ~~$1.3~~$1.0 million or ~~31.1%~~17.8% versus the first ~~six~~nine months of fiscal year 2020. The year over year decrease in net income is due to lower operating income and an increase in provision for income taxes.

Adjusted EBITDA: In addition to reporting net income, a GAAP measure, we present Adjusted EBITDA (earnings before interest, income taxes, depreciation and amortization, non-cash stock compensation expense, non-cash loss on sale of building, and restructuring expense), which is a non-GAAP measure. Our management believes Adjusted EBITDA

is an important measure of our operating performance because it allows management, investors and others to evaluate and compare the performance of our core operations from period to period by removing the impact of the capital structure (interest), tangible and intangible asset base (depreciation and amortization), taxes, stock-based compensation expense and other items, which is not always commensurate with the reporting period in which it is included. As such, our management uses Adjusted EBITDA as a measure of performance when evaluating our business segments and as a basis for planning and forecasting. Adjusted EBITDA is also commonly used by rating agencies, lenders and other parties to evaluate our credit worthiness.

During the first ~~six~~nine months of fiscal year 2021, Adjusted EBITDA was ~~$8.7~~$13.3 million, ~~which is flat~~an increase of $0.5 million or 3.7% versus the first ~~six~~nine months of fiscal year 2020. As a percentage of revenue, Adjusted EBITDA was ~~10.8%~~10.7% for the first ~~six~~nine months of fiscal year 2021 and ~~10.4%~~10.0% for the first ~~six~~nine months of fiscal year 2020. The increase in Adjusted EBITDA during the first nine months of fiscal year 2021 was primarily driven by the increase in provision for income taxes, non-cash stock compensation expense and depreciation and amortization.

We expect that foreseeable liquidity and capital resource requirements will be met through anticipated cash flows from operations and borrowings from our Revolving Credit Facility. We believe that these sources of financing will be adequate to meet our future requirements.

On May 18, 2020, we entered into Amendment Two with Manufacturers and Traders Trust Company that amended our Credit Agreement. Amendment Two extended the term of the Revolving Credit Facility to October 20, 2022 and increased the revolving credit commitment to $40 million.

Amendment Two modified the definition of applicable rate used to determine interest charges on outstanding and unused borrowings under the Revolving Credit Facility and it amended the definition of permitted acquisitions to amend borrowings available under the Revolving Credit Facility for acquisitions. In addition, Amendment Two amended the definition of restricted payments to exclude amounts up to $2.5 million during each fiscal year used to pay certain employee tax obligations related to stock-based payment and stock option activity, and modified certain restrictions to our ability to repurchase our shares and pay dividends. Amendment Two modified the leverage ratio and fixed charge coverage ratio covenants with which we are required to ~~comply and limited capital expenditures to $5.5 million for the fiscal year ending March 27, 2021.~~comply. Amendment Two also established a LIBOR floor of 1% and included a mechanism for adoption of a different benchmark rate when LIBOR is discontinued. During the third quarter of fiscal year 2021, Manufacturers and Traders Trust Company eliminated the prior requirement included in Amendment Two that limited capital expenditures to $5.5 million for the fiscal year ending March 27, 2021.

On December 10, 2018, we entered into the 2018 Agreement that has the 2018 Term Loan in the amount of $15.0 million, which replaced the previous 2017 Term Loan. As of ~~September~~December 26, 2020, ~~$11.6~~$11.1 million was outstanding on the 2018 Term Loan, of which $2.0 million was included in current liabilities on the Consolidated Balance Sheets with the remainder included in long-term debt. The 2018 Term Loan requires total repayments (principal plus interest) of $0.2 million per month through December 2025.

During the ~~second~~third quarter of fiscal year 2021, no$3.4 million of borrowings were used for business acquisitions.

The allowable leverage ratio under the Credit Agreement for the second, third and fourth fiscal quarter of fiscal year 2021, and the first quarter of fiscal year 2022 is a maximum multiple of 5.0, 5.5, 7.0 and 4.0, respectively, of total debt outstanding compared to EBITDA and non-cash stock-based compensation expense for the preceding four consecutive fiscal quarters. After the first quarter of fiscal 2022, the allowable leverage ratio is a maximum multiple of 3.0. The Credit Agreement provides that the trailing twelve-month pro forma EBITDA of an acquired business is included in the allowable leverage calculation.

The Credit Agreement has certain covenants with which we must comply, including a fixed charge ratio covenant and a leverage ratio covenant. We were in compliance with all loan covenants and requirements during the ~~second~~third quarter of fiscal year 2021. Our leverage ratio, as defined in the Credit Agreement, was ~~1.19~~1.24 at ~~September~~December 26, 2020, compared with 1.53 at the end of fiscal year 2020.

Interest on the Revolving Credit Facility continues to accrue, at our election, at either the variable one-month LIBOR (subject to a 1% floor) or a fixed rate for a designated period at the LIBOR corresponding to such period, in each case, plus a margin. Interest on outstanding borrowings of the 2018 Term Loan accrues at a fixed rate of 4.15% over the term of the loan with principal and interest payments made monthly. Unused fees accrue based on the average daily amount of unused credit available under the Credit Agreement. Interest rate margins and unused fees are determined on a quarterly basis based upon our calculated leverage ratio, as defined in the Credit Agreement.

Cash Flows: The following table is a summary of our Consolidated Statements of Cash Flows:

Net cash provided by operating activities was ~~$12.5~~$15.6 million during the first ~~six~~nine months of fiscal year 2021 compared to ~~$2.8~~$8.2 million during the first ~~six~~nine months of fiscal year 2020. The year-over-year increase in cash provided by operations is primarily the result of changes in net working capital (defined as current assets less current liabilities). The significant working capital fluctuations were as follows:

Receivables: Accounts receivable decreased by a net amount of ~~$3.3~~$0.4 million during the first ~~six~~nine months of fiscal year ~~2021.~~2021, inclusive of $0.4 million of accounts receivable acquired as part of the BioTek acquisition completed during the period. During the first ~~six~~nine months of fiscal year 2020, accounts receivable decreased by $0.8 million. The year-over-year variation ~~primarily~~ reflects the impact of acquisitions and changes in the timing of collections. The following table illustrates our days sales outstanding as of ~~September~~December 26, 2020 and ~~September~~December 28, 2019:

Inventory: Our inventory strategy includes making appropriate large quantity, high dollar purchases with key manufacturers for various reasons, including maximizing on-hand availability of key products, expanding the number of SKU’s stocked in anticipation of customer demand, reducing backorders for products with long lead times and optimizing vendor purchase and sales volume discounts. As a result, inventory levels may vary from quarter-to-quarter based on the timing of these large orders in relation to our quarter end. Our inventory balance decreased ~~$0.5~~$1.7 million during the first ~~six~~nine months of fiscal year 2021. Inventory increased ~~$1.0~~$0.1 million during the first ~~six~~nine months of fiscal year 2020.

Accounts Payable: Changes in accounts payable may or may not correlate with changes in inventory balances at any given quarter end due to the timing of vendor payments for inventory, as well as the timing of payments for outsourced Service vendors and capital expenditures. Accounts payable decreased ~~$0.9~~$2.1 million during the first ~~six~~nine months of fiscal year 2021. Accounts payable decreased ~~$3.4~~by $3.7 million during the first ~~six~~nine months of fiscal year 2020. ~~The decreases are largely due to the timing of inventory and other payments in the respective periods.~~

Accrued Compensation and Other Liabilities: Accrued compensation and other liabilities include, among other things, amounts to be paid to employees for non-equity performance-based compensation. At the end of any particular period, the amounts accrued for such compensation may vary due to many factors including, but not limited to, changes in expected performance levels, the performance measurement period, and timing of payments to employees. During the first ~~six~~nine months of fiscal year 2021, accrued compensation and other liabilities increased by ~~$0.2~~$0.9 million, ~~compared~~due primarily to ~~a $0.8 million increase in~~increased accrued incentives and payroll related expense. During the first ~~six~~nine months of fiscal year ~~2020. There was no significant change in any component~~2020, accrued compensation and other liabilities increased by $1.4 million, due primarily to the adoption of ~~this line item during respective periods.~~the new lease accounting standard.

Income Taxes Payable: In any given period, net working capital may be affected by the timing and amount of income tax payments. During the first ~~six~~nine months of fiscal year 2021, income taxes payable increased by ~~$0.4~~$0.2 million whereas in the first ~~six~~nine months of fiscal year 2020, income taxes payable decreased by $0.2 million. The year-over-year difference is due to timing of income tax payments.

During the first ~~six~~nine months of fiscal year 2021, we invested ~~$3.1~~$4.3 million in capital expenditures that was used primarily for customer-driven expansion of Service segment capabilities and our rental business.

During the first ~~six~~nine months of fiscal year 2020, we invested ~~$4.0~~$5.0 million in capital expenditures, that was also largely used primarily for assets for our rental business and customer-driven expansion of Service segment capabilities. The purchase of assets from GRS during the first ~~six~~nine months of fiscal year 2020 are included in our capital expenditures above for that prior year period.

During the first ~~six~~nine months of fiscal year 2021, we ~~did not use any funds~~used $3.4 million for a business ~~acquisitions.~~acquisition. During the first ~~six~~nine months of fiscal year 2020, we used $0.5 million for a business acquisition.

~~Financing Activities:~~ During the first ~~six~~nine months of fiscal year 2021, ~~$0.5~~no contingent consideration or other holdback amounts were paid related to a business acquisition. During the first nine months of fiscal year 2020, we used $0.9 million for a holdback payment related to a business acquisition.

During the first nine months of fiscal year 2021, $0.6 million in cash was generated from the issuance of our common stock. In addition, we ~~used $6.6~~repaid $4.5 million ~~to reduce the balance on~~of our Revolving Credit Facility, ~~$1.0~~we used $1.5 million for scheduled repayments of our term loan and used $1.3 million for the “net” ~~awarding~~award of certain share awards to

cover ~~employee~~ tax-withholding obligations for share award ~~and stock option~~ activity in the ~~quarter~~period which are shown as a repurchase of shares of our common stock.

During the first ~~six~~nine months of fiscal year 2020, ~~we received $4.6 million from our Revolving Credit Facility, and $1.4~~$1.6 million in cash was generated from the issuance of our common ~~stock. We~~stock and we received $0.1 million from our Revolving Credit Facility. In addition, we used ~~$0.9~~$1.4 million for ~~repayment~~scheduled repayments of our term loan and used $2.8 million for the “net” ~~awarding~~award of certain share awards to cover ~~employee~~ tax-withholding obligations for share award ~~and stock option~~ activity in the ~~quarter~~period which are shown as a repurchase of shares of our common stock.

The results of the ~~second~~third quarter were strong and we are pleased with ~~the significant progress made in~~ our Service segment’s return to organic growth and its continued margin ~~expansion initiatives.~~expansion. Our balance sheet is solid and ~~the~~our acquisition pipeline is growing and active. ~~Additionally, we~~We believe that our disciplined focus on highly regulated end markets and our new customer pipeline positions us well for strong organic growth ~~when~~as we ~~pull through these~~continue to operate in a very challenging environment.

While we have navigated the current ~~challenging times. We are equally focused on continuing~~operating environment well to ~~advance our initiatives aimed at further enhancing our Service business, which includes additional technology deployments to drive productivity.~~

~~As we head into the winter months,~~date, we remain cautious ~~given~~of the ~~high degree~~potential impacts of ~~uncertainty that still exists in today’s~~the COVID-19 ~~impacted economic environment.~~pandemic on our business. For the ~~third~~fourth quarter of fiscal 2021, we expect solid Service revenue growth as compared to ~~grow modestly versus~~ last fiscal year’s ~~third quarter, and we anticipate solid~~fourth quarter. We expect improvement in gross margin ~~year-over-year.~~year-over-year, but not to the same degree we have experienced in the last two quarters, largely due to more difficult technician productivity comparisons and the anniversary of our acquisition of pipettes.com, which occurred in February 2020. Distribution is ~~likely~~expected to continue to be negatively impacted by the current ~~economic~~operating environment. We expect operating income for the ~~third~~fourth quarter of fiscal 2021 to be similar to the ~~third~~fourth quarter of fiscal 2020.

We ~~revised~~expect our ~~fiscal year 2021~~ income tax rate to range between ~~22%~~22.0% and ~~23% from the previous estimated range of 20%~~23.0% for full fiscal year 2021.

The Company expects capital expenditures to 21%. This estimate includes Federal, various state, and Canadian income taxes and reflects the discrete tax benefit associated with stock-based payment awards and stock option activity. The increase is due to increased estimated profitability that has exceeded previous estimates.

~~We increased our capital expenditure expectations for fiscal 2021 to a range of $5.5~~be approximately $6.0 million to $6.5 million ~~up from the previously provided range of $5.0~~for fiscal year 2021. Capital investments are expected to ~~$5.5 million.. The majority of the capital expenditures planned are~~be primarily for technology, growth-oriented opportunities within both of ~~our~~its operating segments, and rental pool assets. Maintenance and existing asset replacements for fiscal year 2021 are expected to be consistent with fiscal 2020 at approximately $1.0 million to $1.5 million.

Our exposure to changes in interest rates results from our borrowing activities. In the event interest rates were to move by 1%, our yearly interest expense would increase or decrease by approximately $0.1 million assuming our average borrowing levels remained constant on our variable rate Revolving Credit Facility. As of ~~September~~December 26, 2020, $40.0 million was available under our Revolving Credit Facility, of which ~~$11.1~~$13.2 million was outstanding and included in long-term debt on the Consolidated Balance Sheets. As described above under “Liquidity and Capital Resources,” we also have a $15.0 million (original principal) term loan. The term loan is considered a fixed interest rate loan. As of ~~September~~December 26, 2020, ~~$11.6~~$11.1 million was outstanding on the term loan and was included in long-term debt and current portion of long-term debt on the Consolidated Balance Sheets. The term loan requires total (principal and interest) repayments of $0.2 million per month.

At our option, we borrow from our Revolving Credit Facility at the variable one-month LIBOR or at a fixed rate for a designated period at the LIBOR (subject to a 1% floor) corresponding to such period, in each case, plus a margin. Our interest rate margin is determined on a quarterly basis based upon our calculated leverage ratio. Our interest rate during the first ~~six~~nine months of fiscal year 2021 for our Revolving Credit Facility ranged from 1.4% to 2.7%. Interest on outstanding borrowings of the 2018 Term Loan accrue at a fixed rate of 4.15% over the term of the loan. On ~~September~~December 26, 2020, we had no hedging arrangements in place for our Revolving Credit Facility to limit our exposure to upward movements in interest rates.

Approximately 90% of our total revenues for each of the first ~~six~~nine months of fiscal years 2021 and 2020 were denominated in U.S. dollars, with the remainder denominated in Canadian dollars. A 10% change in the value of the Canadian dollar to the U.S. dollar would impact our revenue by approximately 1%. We monitor the relationship between the U.S. and Canadian currencies on a monthly basis and adjust sales prices for products and services sold in Canadian dollars as we believe to be appropriate.

We continually utilize short-term foreign exchange forward contracts to reduce the risk that future earnings would be adversely affected by changes in currency exchange rates. We do not apply hedge accounting and therefore the net change in the fair value of the contracts, which totaled a loss of $0.1 million during the first ~~six~~nine months of each of the fiscal years 2021 and 2020, was recognized as a component of other expense in the Consolidated Statements of Income. The change in the fair value of the contracts is offset by the change in fair value on the underlying accounts receivables denominated in Canadian dollars being hedged. On ~~September~~December 26, 2020, we had a foreign exchange contract, which matured in ~~October 2020,~~January 2021, outstanding in the notional amount of $4.5 million. The foreign exchange contract was renewed in ~~October 2020~~January 2021 and continues to be in place. We do not use hedging arrangements for speculative purposes.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures. Our principal executive officer and our principal financial officer evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of such date.

Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting that occurred during the last fiscal quarter covered by this quarterly report (our ~~second fiscal~~third quarter of fiscal year 2021) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 thereunto duly authorized.

		FY 2020				FY 2021
Goodwill	Goodwill	$	6,751		Goodwill	$	1,927
Intangible Assets – Customer Base & Contracts	Intangible Assets – Customer Base & Contracts		4,410		Intangible Assets – Customer Base & Contracts		1,066
Intangible Assets – Covenant Not to Compete	Intangible Assets – Covenant Not to Compete		120		Intangible Assets – Covenant Not to Compete		100
			11,281				3,093
Plus:	Current Assets		928		Current Assets		406
	Non-Current Assets		261		Non-Current Assets		8
Less:	Current Liabilities		(239	)	Current Liabilities		(60	)
Total Purchase Price	Total Purchase Price	$	12,231		Total Purchase Price	$	3,447

		FY 2021
Goodwill		$	6,751
Intangible Assets – Customer Base & Contracts			4,410
Intangible Assets – Covenant Not to Compete			120
			11,281
Plus:	Current Assets		928
	Non-Current Assets		261
Less:	Current Liabilities		(239	)
Total Purchase Price		$	12,231

	FY 2021						FY 2020												FY 2021									FY 2020
	Q2			Q1			Q4			Q3			Q2			Q1			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Trailing Twelve-Month:
Service Revenue	$	94,624		$	93,572		$	93,003		$	92,309		$	90,714		$	87,114		$	97,225		$	94,624		$	93,572		$	93,003		$	92,309		$	90,714		$	87,114
Service Revenue Growth		4.3	%		7.4	%		10.7	%		13.0	%		13.5	%		11.3	%		5.4	%		4.3	%		7.4	%		10.7	%		13.0	%		13.5	%		11.3	%

	FY 2021						FY 2020												FY 2021									FY 2020
	Q2			Q1			Q4			Q3			Q2			Q1			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Total Pending Product Shipments	$	4,251		$	3,890		$	4,330		$	3,743		$	4,205		$	4,115		$	5,533		$	4,251		$	3,890		$	4,330		$	3,743		$	4,205		$	4,115
% of Pending Product
Shipments that were Backorders		76.6	%		75.8	%		66.5	%		77.6	%		71.7	%		77.2	%		79.3	%		76.6	%		75.8	%		66.5	%		77.6	%		71.7	%		77.2	%

	(Unaudited)
	Six Months Ended
	September 28, 2019
Total Revenue	$	88,018
Net Income	$	4,313
Basic Earnings Per Share	$	0.62
Diluted Earnings Per Share	$	0.61

(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

	(104)	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith
#	~~Management contract or compensatory plan or arrangement~~

		TRANSCAT, INC.

Date: ~~November 4, 2020~~February 3, 2021		/s/ Lee D. Rudow
		Lee D. Rudow
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 4, 2020~~February 3, 2021		/s/ ~~Michael J. Tschiderer~~Mark A. Doheny
		~~Michael J. Tschiderer~~Mark A. Doheny
		Vice President of Finance and Chief Financial Officer
		(Principal Financial Officer)

	FY 2021				FY 2020								FY 2021						FY 2020
	Q2		Q1		Q4		Q3		Q2		Q1		Q3		Q2		Q1		Q4		Q3		Q2		Q1
Percent of Service Revenue:
In-House	83.7	%	82.9	%	84.9	%	82.9	%	82.9	%	83.3	%	83.1	%	83.7	%	82.9	%	84.9	%	82.9	%	82.9	%	83.3	%
Outsourced	14.7	%	15.6	%	13.5	%	15.6	%	15.6	%	15.1	%	15.3	%	14.7	%	15.6	%	13.5	%	15.6	%	15.6	%	15.1	%
Freight Billed to Customers	1.6	%	1.5	%	1.6	%	1.5	%	1.5	%	1.6	%	1.6	%	1.6	%	1.5	%	1.6	%	1.5	%	1.5	%	1.6	%
	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%