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Transcat - Q3 2026

February 3, 2026

Transcript

Operator (participant)

Good afternoon, ladies and gentlemen. Welcome to the Transcat third quarter fiscal year 2026 financial results conference call. As a reminder, today's conference is being recorded. It is now my pleasure to introduce your host for today, Mr. John Howe, Senior Director of Financial Planning and Analysis. Please go ahead, sir.

John Howe (Senior Director of Financial Planning and Analysis)

Thank you, operator, and good afternoon, everyone. We appreciate your time and your interest in Transcat. With me here on the call today is our President and CEO, Lee Rudow, and our Chief Financial Officer, Tom Barbato. We will begin the call with some prepared remarks, and then we will open the call for questions. Our earnings release crossed the wire after markets closed this afternoon. Both the earnings release and the slide that we will reference during our prepared remarks can be found on our website, transcat.com, in the investor relations section. If you would, please refer to slide two. As you are aware, we may make forward-looking statements during the formal presentation and Q&A portion of this teleconference.

These statements apply to future events, which are subject to risks and uncertainties, as well as other factors that could cause the actual results to differ materially from where we are today. These factors are outlined in the news release, as well as in the documents filed by the company with the SEC. You can find those on our website, where we regularly post information about the company, as well as on the SEC's website at sec.gov. We undertake no obligation to publicly update or correct any of the forward-looking statements contained in this call, whether as a result of new information, future events, or otherwise, except as required by law. Please review our forward-looking statements in conjunction with these precautionary factors. Additionally, during today's call, we will discuss certain non-GAAP measures, which we believe will be useful in evaluating our performance.

You should not consider the presentation of this additional information in isolation or as a substitute for results prepared in accordance with GAAP. We've provided reconciliations of Non-GAAP to compare GAAP measures in the tables accompanying the earnings release. With that, I'll turn the call over to Lee.

Lee Rudow (President and CEO)

Okay. Thank you, John. Good morning, everyone. We appreciate you joining us on the call today. Transcat delivered strong performance across our entire business portfolio in the third quarter. Consolidated revenue was up 26% to $83.9 million, driven by double-digit revenue growth in both our distribution and service segments. Our organic service growth returned to more historic levels, growing 7%. Consolidated gross profit grew 28%, and gross margins expanded 60 basis points. Adjusted EBITDA grew $2.2 million or 27.2% in the quarter to $10.1 million. Our strong third quarter financial results were driven by four key factors. One, strong demand for our core calibration services in the highly regulated end markets we serve, including life science, aerospace and defense, and energy. Two, our unique value proposition and differentiated brand.

3, significant growth and positive mix change in our instrument rental channel. And 4, the strong performance by both our recently acquired companies, Martin Calibration and Essco Calibration. The acquisitions expand Transcat's geographic footprint and technical capabilities. We're working very closely with both companies to accelerate the capture of both sales and cost synergies. I'd like to take a moment and thank our entire Transcat team for their ability to execute well and drive meaningful growth, despite what continues to be an uncertain geopolitical and policy environment. They're an impressive group. Turning to our service results in the third quarter, as I mentioned, organic growth grew 7% and contributed to an overall growth in our service segment of 29%. The quarter marked our 67th straight quarter of year-over-year growth, almost 17 years.

As we anticipated, and despite a fair amount of continued economic uncertainty, realization of service orders that were delayed in the first two quarters of our fiscal year began to trend positive in the third quarter. The trend was most evident in the highly regulated life science space and the aerospace and defense markets. Demand for Transcat services remains high, and we expect the growth momentum established in the third quarter to continue through the fourth quarter as we close out our fiscal year. Service margins declined in the third quarter, but that is not uncommon in periods when we are onboarding elevated levels of new customers. Depending on the size and complexity of the new business, as we've seen in the past, we would expect productivity and cost to normalize over time.

Overall, the service segment continues to have a substantial runway ahead for growth, both organically and through acquisition. Throughout the last 10-plus years, we've demonstrated our ability to identify, acquire, integrate, and synergistically grow accretive acquisitions. This will continue to be an important element of our go-forward growth strategy. Turning to distribution in the third quarter, distribution revenue grew 20% from high demand in both rentals and product sales. Gross margin expanded 330 basis points versus prior year, driven primarily by an increase in the mix of higher margin rental revenue within the distribution segment. With that, I'll turn things over to Tom for a more detailed look at our third quarter financial results.

Tom Barbato (CFO)

Thanks, Lee. I'll start on slide 4 of the earnings deck, which provides detail regarding our revenue on a consolidated basis and by segment for the third quarter of fiscal 2026. Third quarter consolidated revenue of $83.9 million was up 26% versus the prior year, as both segments grew double digits. Looking at it by segment, service revenue grew 29%, with organic revenue growth of 7%, and the balance of the growth, the result of the Martin Calibration and Essco Calibration acquisitions. Turning to distribution, revenue of $30.2 million grew 20%, driven by strong performance in both traditional product sales and rentals. Turning to slide five, our consolidated gross profit for the second quarter of $25.3 million was up 28% from the prior year. Service gross profit increased 25% from the prior year.

We continue to leverage higher levels of technician productivity and our differentiated value proposition, but service gross margins historically lag as we incur startup costs related to the onboarding of new customers. Distribution segment gross profit of $9.8 million was up 34%, with 330 basis points of gross margin expansion, driven by growth in the higher margin rental channel. Turning to slide six, Q3 net loss of $1.1 million decreased versus prior year, driven by higher amortization expense related to both the Martin and Essco Calibration acquisitions, the two largest in Transcat's history, as well as higher levels of interest expense and one-time charges related to the execution of the CEO succession plan. Our search committee is evaluating both internal and external candidates for our next CEO, and the process is nearing completion.

In addition, we report Adjusted Diluted Earnings Per Share to normalize for the impact of upfront and ongoing acquisition-related costs, as well as costs that are not directly tied to ongoing operations. Q3 Adjusted Diluted Earnings Per Share was $0.26. Flipping to slide seven, where we show our Adjusted EBITDA and Adjusted EBITDA margin. We use Adjusted EBITDA, which is non-GAAP, to gauge the performance of our business because we believe it is the best measure of our operating performance and ability to generate cash. As we continue to execute on our acquisition strategy, this metric becomes even more important to highlight, as it does adjust for one-time deal-related transaction costs, as well as increased levels of non-cash expenses that will hit our income statement from acquisition purchase accounting.

Third quarter consolidated adjusted EBITDA of $10.1 million increased 27% from the same quarter in the prior year, with 10 basis points of margin expansion. As always, a reconciliation of adjusted EBITDA to operating income and net income can be found in the supplemental section of this presentation. Moving to slide eight, operating cash flow was slightly lower versus prior year, as net cash from operations increased, but was offset by higher capital expenditures. CapEx is in line with expectations and continues to be centered around service segment capabilities, rental pool assets, technology, and future growth projects. Slide nine highlights our strong balance sheet. At quarter end, we had total debt of $99.9 million, $50.1 million available for borrowing under the secured revolving credit facility, and a leverage ratio of 2x.

The growth in Adjusted EBITDA and associated margin enabled Transcat to continue a sequential reduction in our leverage ratio. We believe we are well positioned to grow both organically and through acquisition. Lastly, our 10-Q was filed today after the market closed. With that, I'll turn it back to you, Lee.

Lee Rudow (President and CEO)

Okay, thank you, Tom. In the third quarter, we returned to more historic organic service growth levels by achieving 7% growth, and we are off to a good start in the fourth quarter as we continue to experience an increased level of customer activity, strong retention, and realization of new business. For these reasons, we reaffirm our fourth quarter organic service revenue growth expectations to be in the high single-digit range. As fiscal 2026 comes to a close, we anticipate our results for the year will once again be a testament to our resilience and our differentiated business model that is anchored by recurring revenue streams driven by both regulation and the high cost of failure.

We maintain a strong and stable balance sheet that supports our demonstrated growth strategy, our ability to acquire and integrate companies that increase our geographic footprint and capabilities, or just bolt on to existing infrastructure. This drives both consistent value and synergistic growth opportunities. We have a strong acquisition pipeline that will enable opportunities to expand our addressable markets and increase market share. Over the past couple of years, we've invested in leadership, technology, and overall process improvement. We are well positioned for the age of AI, as our data sets are much improved and already contributing to incremental business insights that make Transcat a very difficult company to compete with. We believe our investments are and will continue to drive differentiation for Transcat and foster our ability to continue to generate sustainable long-term value for our shareholders. With that, operator, we can open the line for questions.

Operator (participant)

...Certainly. Thank you, sir. Ladies and gentlemen, at this time, if you do have any questions, please press star one at this time. If you find your question has been addressed, you may remove yourself from the queue by pressing star two. Once again, that's star one for questions. We go first this afternoon to Greg Palm of Craig-Hallum. Greg, please go ahead. Your line is open.

Greg Palm (Senior Research Analyst)

Yeah, thanks. Congrats on getting back to that high single digit revenue growth in the quarter for service segment. You know, maybe starting there, it'd be nice if you could just maybe sort of bucket out the various drivers that enabled you to return to that growth. Sounded like it was, you know, just sort of a ramp up of everything you've been talking about, but I'm not sure if there was anything specific you wanted to highlight.

Tom Barbato (CFO)

No, Greg, I mean, I think as we talked about in the past, you know, we some of these decisions had been delayed. You know, we had kind of coming into the quarter, you know, we had you know some ink on paper in some cases, and we knew that those would ramp throughout the quarter. There were other deals we anticipated would come to fruition, and they did. So, you know, we feel good about the performance. I think we did what we said, you know, we were gonna do, and you know, we expect, as Lee mentioned in his prepared remarks, you know, that'll continue into into Q4.

Greg Palm (Senior Research Analyst)

Okay. And, you know, these start-up costs, which I know you've incurred in the past, so that's nothing new, but are you able to quantify, you know, how big of a headwind that was? I don't know if it was related to, you know, CBL specifically or something different. And just from a, you know, a timeline or what we should expect in the near term, when does all that stuff start to normalize? Or I guess, when does the new business winds, you know, fall off and those just become normalized going forward?

Tom Barbato (CFO)

Yeah, I mean, we're not, you know, we're not talking, you know, huge dollars. I would just say, you know, you could do some simple math and look at the difference between where we were and, you know, if we were flat or slightly accretive from a, from a margin standpoint, right? It's not huge numbers, but it's just the reality of onboarding, you know, new customers. And, you know, the... For us, the most important thing is to make sure that as we, you know, start these new partnerships, that we get off to a good start. We're doing things right, we're treating the customers right, and we're doing everything we can to, you know, start a good relationship.

You know, there's in many cases a reason why, you know, these customers are moving to Transcat, right? They want things done right. They want things done with a higher level of quality, and that's our focus in making sure we get off to the right start.

Lee Rudow (President and CEO)

Greg, I would add to that. You know, the way we view some of these large customers and really all of our customers, some of them have a real high lifetime value. And so making sure they get off to the right start is a priority for us. And sometimes there are some costs associated with that that just go away over a couple quarters. And then you mentioned CBLs. We saw that in the past, right? So this is not dissimilar.

Greg Palm (Senior Research Analyst)

Okay. And then, you know, lastly, distribution, you know, was another obviously really strong quarter of revenue growth. Can you maybe talk to us a little bit about what you're doing there in the AI, you know, the data center/power gen markets? And then just broadly speaking, is there a longer term opportunity on the calibration services, you know, segment, you know, again, longer term?

Tom Barbato (CFO)

Yeah, I mean, you know, I think what are we doing? I mean, we're executing very well on the distribution side, both on the traditional, you know, equipment sales side as well as rentals. And as we've talked about, also, you know, we made a conscious effort 18 or 24 months ago to really invest fairly heavily in rentals for products used in... I'll just say the power generation, power conditioning, power management space, which, you know, aligns very well, not only with data centers but, you know, EV charging needs and that sort of thing. And it's really, you know, serving us well. I think, you know, from a product sales standpoint, we're positioned well to support those same end markets.

And there absolutely are, you know, recurring calibration opportunities that, you know, are and will continue to come along, you know, with those end markets. So I think it's a, you know, an area we're excited for. I mean, it's a. I mean, you read about it every day in the news, right? So I think the fact that we've got alignment and, you know, we're kind of going aggressively after that business is an opportunity for us.

Greg Palm (Senior Research Analyst)

Okay. All right, appreciate the color. Thanks.

Tom Barbato (CFO)

Thank you, Greg.

Lee Rudow (President and CEO)

Take care.

Operator (participant)

Thank you. We go next now to Max Michaelis at Lake Street Capital Markets. Max, please go ahead. Your line is open.

Max Michaelis (Equity Research Analyst)

Hey, guys. Thanks for taking my question. I wanna go back to the service growth. Congratulations on returning to high single digit growth at 7%. We look at Q4 2026, do you expect to see an acceleration, things to get better from the 7%, or should we expect to kind of be in the same sort of range? And then when we think about beyond next quarter, how are the conversations been with customers around new business, I guess, going out into fiscal year 2027?

Tom Barbato (CFO)

Yeah, Max, it's Tom. So I would, I would just say that, you know, we're, we're committed to the high single digit guidance that we've provided for Q4. You know, I think when you look at Q4 and you look at, you know, last year was a really strong Q4 for us as well, right? So we're, we're kind of building off a big number, right? And, you know, we're comfortable in that high single-digit range. You know, when we look, when we look beyond Q4, you know, we're not giving any specific guidance at this point, but, you know, we'll, we'll just say that, you know, our pipeline, our new business pipeline continues to be, you know, strong.

You know, we like where we're positioned and, you know, we think we've got, you know, the pipeline to support, you know, continued growth going forward.

Max Michaelis (Equity Research Analyst)

Okay, that makes sense. And then, I guess maybe around M&A, what are you seeing in the space? And, maybe could we expect to see sort of, I guess remind us where sort of the, the geographic locations you guys are looking to get into and kind of maybe where you're at and sort of the, the progress there.

Tom Barbato (CFO)

Yeah. So the gaps that we always talk about, right? At this point, there's four. You know, this time last year, 18 months ago, they would've been six, right? But we filled some of those holes. But Northern California is an area we wanna be, Dallas, you know, we'd love to be in the Atlanta area, and then the Mid-Atlantic, you know, the kind of Baltimore area is a void for us. We're able to service it from other, you know, locations, but there's enough business there that, you know, we'd like to physically be there. And then, you know, when we talk about other, you know, there's other opportunities to, you know, follow our customers, right? And we're always looking at that.

And we've recently expanded our presence in Ireland, right? And that's going, you know, very well for us. You know, there could be other, you know, potential opportunities, you know, in Europe, there could be other potential opportunities, as an example, in North America or Central America, to, you know, just make sure that, you know, we're, we're-

Max Michaelis (Equity Research Analyst)

Yeah

Tom Barbato (CFO)

...properly servicing, and we have the locations to service our existing customer base properly, so.

Max Michaelis (Equity Research Analyst)

Okay. And then just the last one for me is around gross margin. I know you mentioned in the last question about startup costs and something you've dealt with in the past. But if we look at next quarter, and I know you're taking on a lot of new business, is some of the costs you incurred this quarter in sort of preparation for the new business in the next quarter, or we're gonna see similar gross margins, probably from the service segment next quarter?

Tom Barbato (CFO)

Yeah. I mean, I'll just say that our gross margins in Q4 are always the highest margins of the year, right? So as an example, last year in Q4, we were at 36.2%, you know, margins. But, you know, I would say that, you know, we incurred, you know, startup costs, you know, this quarter related to, you know, the revenue increase. I think, you know, there'll be new customers that onboard next quarter. But as we kind of said in our prepared remarks, right, I mean, that, that'll normalize. It's not. We're not talking years out, right? We're talking, you know, normalizing over the next, you know, few quarters and seeing margin expansion.

Max Michaelis (Equity Research Analyst)

All right, guys, thanks for taking my question. Great quarter.

Tom Barbato (CFO)

Yeah, thanks, Max.

Operator (participant)

Thank you. Just a quick reminder, ladies and gentlemen, star one, please, for questions today. We go next now to Ted Jackson of Northland. Ted, please go ahead.

Ted Jackson (Managing Director and Senior Research Analyst)

Thanks very much, and I reiterate congratulations on the quarter.

Tom Barbato (CFO)

Thanks, Ted.

Lee Rudow (President and CEO)

Thanks, Ted.

Ted Jackson (Managing Director and Senior Research Analyst)

I got two or three questions for you. Let's talk a little bit first about kind of the longer term, and if you think about going out a couple of years, there's, you know, a lot of shifts with regards to administration-driven spending. You know, so if you think about life sciences, which is your kind of your bread and butter, your core vertical, your favorite place to play, you know, and you look at a lot of efforts to drive pharmaceutical manufacturing in the United States. You know, you've seen, you know, Lilly is gonna spend $30 billion to put manufacturing in Alabama, Pennsylvania, Texas, Virginia. AstraZeneca's pledged $50 billion. Amgen's, you know, talking about opening up new facilities in the Midwest and the Atlantic Seaboard.

When I hear all this kind of stuff, you know, it seems to me that this is, you know, a really substantial, you know, amount of wind in your sails as you look out, say, you know, five years and beyond. So, I mean, like, how would an investor over the long term think about this stuff? How do you guys think about it and, you know, kind of handicap it?

And then, like, maybe in kind of perspective, you know, and I know, you know, every manufacturing plant is different, but, you know, when you get into, like, a new plant, say, you know, like in the Wall Street Journal last week, you know, one of the Lilly plants was decided in terms of where it was gonna be in Pennsylvania. You know, something like that when it's built, what's the revenue opportunity for a company like Transcat when it happens? That's my first question. And then actually, since I'm at it-

Tom Barbato (CFO)

Yeah, so-

Ted Jackson (Managing Director and Senior Research Analyst)

... There's a similar, my second question really is the same thing, but just on defense, you know? It's a little less specific, but I mean, if you look at the defense spending, you know, I mean, they're talking about, you know, $1.5 trillion of spending next year. And if you look at, you know, some of the major contractors like a Lockheed, an RTX and Northrop, I mean, they're talking about like 30% increases in their CapEx. So maybe a similar discussion with regards to, you know, aerospace and defense. That's my first question. Thanks.

Lee Rudow (President and CEO)

Okay, Ted, Ted, this is Lee. So I'll take a shot at this, and certainly, Tom can fill in, but, but you're spot on. It's pretty simple for us. Any onshoring of manufacturing in the regulated business spaces is always gonna be good for Transcat. So AstraZeneca, of course, they're on our radar. You mentioned Lilly, they're on our radar. This is good for us. And, you know, to the degree it comes true, comes to fruition, and then, over the next couple of years, you know, we'll be ready, and we'll be working to, to, to, to gain that business, right? Yeah, no question.

When you look at the life cycle of a project, a capital project, it kind of starts from, you know, the building of the actual physical plant, all the way through to buying equipment, commissioning equipment, validating equipment, ultimately calibrating equipment for an upstart, and then calibrating equipment as time goes by on a regular basis. There's probably a half a dozen phases. Transcat is capable of participating in most of those. Obviously, calibration is our bread and butter. We do commissioning and validation as well, and it's always on our radar to look for those opportunities. So we'll call them capital projects. So yes, we can participate. I think over time, as we expand our addressable markets, we'll be able to participate even more.

But it's right down our wheelhouse for most of that work, and it is on our radar. It is on our radar, and onshoring is good. As far as defense goes, same basic story there, right? A lot of the defense contractors, like Lockheed, have their own in-house calibration labs. And so in that case, we'll do their overflow work, we can do their standards, and occasionally, we actually do the work at any particular plant. But the more defense contracting work there is, the bigger the government gets from that perspective. That's a highly regulated space, which means it's a good space for Transcat.

Tom Barbato (CFO)

Yeah, and I think, you know, you specifically referenced their CapEx budgets and the increases in CapEx budgets. The more equipment that's out there, that's good for Transcat, right? And, you know, the ultimate, you know, kind of brass ring for us is that recurring revenue, right? So, you know, we've got a broad, we've got a broad offering, the broadest in the industry, right? That allows us to participate in all of those, you know, aspects of a new plant being built. But the brass ring for us is clearly the recurring revenue streams, and that's the calibration work that takes place there.

Ted Jackson (Managing Director and Senior Research Analyst)

But like the bread and butter business that you guys operate in, I mean, you talk about it every quarter, you know, 60+ quarters of growth. I mean, you have been able to grow your business organically. For conversation's sake, we'll just call it 7%, you know, for years. You know, which just-

Tom Barbato (CFO)

Yeah.

Ted Jackson (Managing Director and Senior Research Analyst)

says, you know, your business, you know, grows at 7%. When you see this kind of stuff happening, does it make you recalibrate what you think you could grow organically if it comes to pass? I mean, is there a case to be made that, you know, we, we get, you know, towards the end of the decade and, you know, the, the organic growth rate for Transcat might tick up because you're seeing all this investment and all the, you know, as, you know, like there's, I don't know, like a, a pig in the python as these things are coming online?

Lee Rudow (President and CEO)

Well, I mean, there's 2 ways I look at that. One is to say, you know, even over the past 10 years, maybe we've averaged 8% growth over the last 5. There are quarters, and there have been quarters when we have double-digit growth. So that's not impossible for us to do that. And, you know, I would expect that you're gonna see that at different points. We're comfortable in the high single digit range because it just makes sense for us, and that's where we are, you know, more consistently in that range than above that. You know, we have quarters when we're not at, when we don't meet our goals. And, remember also, I mean, we're a bigger company today.

You know, when we started in 2011, I think we, you know, had $30 million of calibration, but today, it's, you know, $230 million or in that range. And so the number gets bigger, and obviously, to grow on a larger base, a lot larger number, it is a challenge, too. But I think Tom and I, and the entire management team, when we look at our strategic planning, organic and inorganically, we're thinking to ourselves, we don't see a reason why we can't, you know, get in the high single-digit range on a pretty darn consistent basis. So I think it includes all the variables that you're mentioning.

Ted Jackson (Managing Director and Senior Research Analyst)

Okay. And then just my final question for you is just jumping over to the CEO search. You know, you put a charge in it. You know, you're could you just kinda, you know, is it fair to expect to see the conclusion of your efforts during this quarter? Would we have some clarity by the time you report your fourth quarter?

Lee Rudow (President and CEO)

I think, I think that's a reasonable expectation.

Ted Jackson (Managing Director and Senior Research Analyst)

Okay. Well, and then will there be, you know, given the charge, which was, you know, a new line item within the pro forma earnings, will we see additional one-time expenses associated with that search in the fourth quarter?

Lee Rudow (President and CEO)

There will be some additional expenses in the fourth quarter, yes.

Ted Jackson (Managing Director and Senior Research Analyst)

Okay. Okay, I'll, I'll let other people take over. Thanks very much for answering my questions, and congratulations.

Lee Rudow (President and CEO)

All right. All right, Ted.

Tom Barbato (CFO)

Appreciate it.

Lee Rudow (President and CEO)

Take care.

Operator (participant)

Thank you. Gentlemen, it appears we have no further questions this afternoon. I'd like to turn the conference back to you, Mr. Howe, for any closing or concluding remarks.

John Howe (Senior Director of Financial Planning and Analysis)

Thank you all for joining us for today's call. We look forward to sharing more on our story at upcoming investor events, including facility tours, institutional investor conferences, and non-deal roadshows across key cities throughout the United States in the spring of 2026. If we were unable to answer any of your questions, please reach out to our IR firm, MZ Group, who would be more than happy to assist. Thanks again for your interest.

Operator (participant)

Thank you, gentlemen. Again, that will conclude today's Transcat third quarter fiscal year 2026 financial results call. Again, thank you so much for joining us, everyone. We wish you all a great day. Goodbye.