Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a) 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, (“Exchange Act”) Rules 13a-15(e) and 15d-15(e)) as of the
end of the period covered by this 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.
(b) Management’s Annual Report on Internal Control over Financial
Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our
internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America.
In designing and evaluating our internal control system, we recognize that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives and that the effectiveness
of any system has inherent limitations including, but not limited to, the possibility of human error and the circumvention or overriding
of controls and procedures. Management, including the principal executive officer and the principal financial officer, is required to
apply judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur and not be detected in a timely manner.
An evaluation was performed under the supervision and with the participation
of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and
operation of our procedures and internal control over financial reporting using the framework and criteria described in the Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
evaluation, our management, including our principal executive officer and our principal financial officer, concluded that our internal
control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and
the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles as of March
26, 2022.
This annual report includes an attestation report of our independent
registered public accounting firm, Freed Maxick CPAs, P.C., regarding internal control over financial reporting.
(c) 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 annual
report (our fourth fiscal quarter) that has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 is incorporated herein by
reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the headings “Proposal One: Election of Directors,”
“Corporate Governance,” “Executive Officers and Senior Management,” and “Delinquent Section 16(a) Reports,”
which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 26, 2022 fiscal year end.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by
reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the headings “Executive Compensation”
and “Director Compensation,” which proxy statement will be filed pursuant to Regulation 14A within 120 days after the March
26, 2022 fiscal year end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
With the exception of the information presented in the table below,
the information required by this Item 12 is incorporated herein by reference from our proxy statement for our 2022 Annual Meeting of Shareholders
under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management,” which
proxy statement will be filed pursuant to Regulation 14A within 120 days after the March 26, 2022 fiscal year end.
Securities Authorized for Issuance Under Equity Compensation Plans
as of March 26, 2022:
Equity Compensation Plan Information
(In Thousands, Except Per Share Amounts)
Plan category
Number of securities
to be issued
upon exercise of
outstanding options
and restricted stock
units
Weighted average
exercise price of
outstanding options
Number of securities
remaining available
for future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans
approved by security holders
274 (1)
$
53.27 (2)
867 (3)
Equity compensation plans
not approved by security holders
-
-
-
Total
274 (1)
$
53.27 (2)
867 (3)
(1) Includes time-vested restricted
stock units and performance-based restricted stock units granted to officers and key employees pursuant to our 2003 Plan and 2021 Incentive
Plan. See Note 6 to our Consolidated Financial Statements in Item 8 of Part II.
(2) Does not include restricted stock
units.
(3) There are 119 shares available
for grant pursuant to our ESPP.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this
Item 13 is incorporated herein by reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the headings “Corporate
Governance” and “Certain Relationships and Related Transactions,” which proxy statement will be filed pursuant to Regulation
14A within 120 days after the March 26, 2022 fiscal year end.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 is incorporated herein by
reference from our proxy statement for our 2022 Annual Meeting of Shareholders under the heading “Proposal Three: Ratification of
Selection of our Independent Registered Public Accounting Firm,” which proxy statement will be filed pursuant to Regulation 14A
within 120 days after the March 26, 2022 fiscal year end.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) See Index to Financial Statements included in Item 8 of Part II of this report.
(b) Exhibits.
Index to Exhibits
(3)
Articles of Incorporation and Bylaws
3.1(a)
The Articles of Incorporation, as amended (the “Articles”), are incorporated herein by reference from Exhibit 4(a) to the Company’s Registration Statement on Form S-8 (Registration No. 33-61665) filed on August 8, 1995.
3.1(b)
Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999.
3.1(c)
Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.
3.1(d)
Certificate of Amendment to the Articles is incorporated herein by reference from Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 26, 2015.
3.2
Code of Regulations, as amended through May 1, 2019, are incorporated herein by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 3, 2019.
(4) Instruments Defining
the Rights of Security Holders
4.1 Description of Securities is incorporated herein by reference from Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended March 30, 2019.
(10)
Material contracts
#
10.1
Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix A to the Company’s definitive proxy statement filed on July 22, 2011 in connection with the 2011 Annual Meeting of Shareholders.
#
10.2
Amendment No. 1 to the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Appendix B to the Company’s definitive proxy statement filed on July 26, 2013 in connection with the 2013 Annual Meeting of Shareholders.
#
10.3
Form of Award Notice for Incentive Stock Options granted under the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 25, 2004.
#
10.4
Form of Performance-Based Restricted Stock Unit Award Notice granted under the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated by reference from Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 26, 2016.
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#
10.5
Form of Award Notice of Non-Qualified Stock Option (five-year expiration) granted under the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2017.
#
10.6
Form of Award Notice of Long-Term Compensation Award granted under the Transcat, Inc. 2003 Incentive Plan, as Amended and Restated, is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 24, 2017.
#
10.7
Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 24, 2018.
#
10.8
Form of Award Notice of Long-Term Compensation Awards granted pursuant to the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 24, 2018.
#
10.9
Form of Award Notice of Director Long-Term Compensation Award granted pursuant to the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.
#
10.10
Form of Award Notice of Director Non-Qualified Stock Option Award granted pursuant to the Transcat, Inc. 2003 Incentive Plan is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019.
#
10.11
Transcat, Inc. 2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 99.3 to the Company’s Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-191631) filed on October 13, 2021.
#
10.12
Form of Award Agreement of Director Long-Term Compensation Award Granted Pursuant to the Transcat, Inc. 2021 Stock Incentive Plan is incorporated herein by reference from Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.
*#
10.13
Form of Award Notice of Restricted Stock Units and Performance Restricted Stock Units granted pursuant to the Transcat, Inc. 2021 Stock Incentive Plan.
10.14
Amended and Restated Credit Facility Agreement, dated as of October 30, 2017, by and between Transcat, Inc. and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 23, 2017.
10.15
Amended and Restated Credit Facility Agreement Amendment 1, dated as of December 10, 2018, by and between Transcat, Inc. and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2018.
10.16
Amended and Restated Credit Facility Agreement Amendment 2, dated as of May 18, 2020, by and between Transcat, Inc, and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 27, 2020.
10.17
Second Amended and Restated Credit Facility Agreement, dated as of July 7, 2021, by and between Transcat, Inc. and Manufacturers and Traders Trust Company is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 12, 2021.
10.18
Lease Agreement between Gallina Development Corporation and Transcat, Inc. dated November 28, 2017, is incorporated herein by reference from Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2018.
10.19
Lease Agreement between AK Leasehold I, LLC and Transcat, Inc. dated May 21, 2019, is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2019.
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#
10.20
Transcat, Inc. Post-Retirement Benefit Plan for Officers (Amended and Restated Effective April 2, 2012) is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.
#
10.21
Transcat, Inc. Executive Officer and Director Share Repurchase Plan is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2011.
#
10.22
Transcat, Inc. 2009 Insider Stock Sales Plan, as amended, is incorporated herein by reference from Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012.
#
10.23
Agreement for Severance Upon Change in Control between Transcat, Inc. and Lee D. Rudow dated as of May 7, 2012 is incorporated herein by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 11, 2012.
10.24
Share Purchase Agreement, dated August 31, 2021, by and among Transcat, Inc., John Cummins and Ross Lane is incorporated herein by reference from Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.
10.25
Registration Rights Agreement, dated August 31, 2021, by and among Transcat, Inc., John Cummins and Ross Lane is incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2021.
10.26
Membership Unit Purchase Agreement, dated as of December 31, 2021, by and among Transcat, Inc., Kevin M. Broderick and Andrea Broderick is incorporated herein by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 25, 2021.
(21)
Subsidiaries of the registrant
*
21.1
Subsidiaries
(23)
Consents of experts and counsel
*
23.1
Consent of Freed Maxick CPAs, P.C.
(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
68
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*
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)
*
Exhibit filed with this report.
#
Management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TRANSCAT, INC.
Date: June 9, 2022
/s/ Lee D. Rudow
By:
Lee D. Rudow
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date
Signature
Title
June 9, 2022
/s/ Lee D. Rudow
Director, President and Chief Executive Officer
Lee D. Rudow
(Principal Executive Officer)
June 9, 2022
/s/ Mark A. Doheny
Vice President of Finance and
Mark A. Doheny
Chief Financial Officer
(Principal Financial Officer)
June 9, 2022
/s/ Scott D. Deverell
Controller and Principal Accounting Officer
Scott D. Deverell
(Principal Accounting Officer)
June 9, 2022
/s/ Gary J. Haseley
Chairman of the Board of Directors
Gary J. Haseley
June 9, 2022
/s/ Craig D. Cairns
Director
Craig D. Cairns
June 9, 2022
/s/ Oksana Dominach
Director
Oksana Dominach
June 9, 2022
/s/ Charles P. Hadeed
Director
Charles P. Hadeed
June 9, 2022
/s/ Richard J. Harrison
Director
Richard J. Harrison
June 9, 2022
/s/ Mbago M. Kaniki
Director
Mbago M. Kaniki
June 9, 2022
/s/ Paul D. Moore
Director
Paul D. Moore
June 9, 2022
/s/ Angela J. Panzarella
Director
Angela J. Panzarella
June 9, 2022
/s/ Carl E. Sassano
Director
Carl E. Sassano