Transcat, Inc. Files 8-K on Agreements and Acquisitions

TL;DR

Transcat's 8-K: Material agreements, asset deals, and equity sales are happening.

AI Summary

On December 10, 2024, Transcat, Inc. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and reporting unregistered sales of equity securities. The filing also includes Regulation FD disclosures and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Transcat, Inc., including potential acquisitions or divestitures and equity transactions, which could impact its business structure and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset acquisitions/dispositions, and unregistered equity sales, which can introduce financial and operational risks.

Key Numbers

• 20241210 — Report Date (Date of the earliest event reported)

Key Players & Entities

• Transcat, Inc. (company) — Registrant
• Ohio (jurisdiction) — State of incorporation
• Rochester (location) — City of principal executive offices
• New York (location) — State of principal executive offices

FAQ

Key Financial Figures

• $0.50 — nge on which registered Common Stock, $0.50 par value TRNS Nasdaq Global Market
• $79 m — l of the membership units of Martin for $79 million, subject to customary adjustments
• $69 million — ent, consisting of a combination of (i) $69 million in cash and (ii) approximately $10 mill
• $10 million — million in cash and (ii) approximately $10 million in shares of the Company's common stock

Filing Documents

• trns4415381-8k.htm (8-K) — 26KB
• trns4415381-ex991.htm (EX-99.1) — 16KB
• trns4415381-ex991x1x1.jpg (GRAPHIC) — 14KB
• 0001206774-24-001101.txt ( ) — 268KB
• trns-20241210.xsd (EX-101.SCH) — 3KB
• trns-20241210_pre.xml (EX-101.PRE) — 24KB
• trns-20241210_lab.xml (EX-101.LAB) — 33KB
• trns-20241210_def.xml (EX-101.DEF) — 29KB
• trns4415381-8k_htm.xml (XML) — 3KB

01

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

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 10, 2024, Transcat, Inc. (the "Company") acquired all of the membership units of Martin Calibration LLC ("Martin"), a privately-held Delaware limited liability company, pursuant to a Membership Unit Purchase Agreement (the "Agreement"), by and among the Company, Martin Holding Inc. (the "Seller") and Richard L. Brion. Martin is an ISO-17025 accredited calibration laboratory network and has been a regional Midwest leader in the metrology business for almost 35 years. With its flagship Minneapolis lab, Martin has six additional labs in or near Chicago, Milwaukee, Eau Claire, Tempe, and Los Angeles. Martin serves customers in the highly regulated medical, life science, aerospace, and nuclear sectors providing in-lab and onsite services across a broad range of disciplines. Prior to this transaction, there were no material relationships between the Seller, Martin, or Richard L. Brion, and the Company or its affiliates, or any director or officer of the Company, or any associate of any such director or officer. Pursuant to the Agreement, the Company acquired all of the membership units of Martin for $79 million, subject to customary adjustments set forth in the Agreement, consisting of a combination of (i) $69 million in cash and (ii) approximately $10 million in shares of the Company's common stock, par value $0.50 per share, or 96,006 shares of common stock (the "Shares"). The Company issued the Shares in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). Under the Agreement, Mr. Brion entered into a customary lock-up agreement with the Company pursuant to which he agreed not to sell or otherwise dispose of the Shares until 45 days after the Shares are registered under the Securities Act. The Agreement contains various representations, warranties, covenants and indemnification of the parties that are customary for

02

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

01

Item 7.01 Regulation FD Disclosure. On December 10, 2024, the Company issued a press release announcing this transaction. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 99.1 Press release dated December 10, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TRANSCAT, INC. Dated: December 10, 2024 By: /s/ Thomas L. Barbato Thomas L. Barbato Senior Vice President of Finance and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR