8-KThe Red FlagsRed Alert
Auditor Change
Filed Feb 12, 2025 · 1y ago · Accession 0001206774-25-000072
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
February
6, 2025
Transcat,
Inc .
(Exact
name of registrant as specified in its charter)
Ohio
000-03905
16-0874418
(State
or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification
No.)
35
Vantage Point Drive , Rochester , New York
14624
(Address
of principal executive offices)
(Zip Code)
Registrant's telephone number, including area
code ( 585 ) 352-7777
(Former name or former address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 4.01 Changes
in Registrant’s Certifying Accountant.
The Audit
Committee (the “Committee”) of the Board of Directors (the “Board”) of Transcat, Inc. (the “Company”)
approved a change to the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2026 and,
on February 6, 2025, the Company notified Freed Maxick P.C. (f/k/a Freed Maxick CPAs, P.C., “Freed Maxick”), which is currently
serving as the Company’s independent registered public accounting firm, of its dismissal effective immediately following Freed
Maxick’s completion of the audit of the Company’s consolidated financial statements as of and for the fiscal year ending
March 29, 2025 and the issuance of their report thereon. Upon completion of Freed Maxick’s services, the Company will file an amendment
to this Current Report on Form 8-K with the specific date of dismissal and an update to the disclosures required by Item 304(a) of Regulation
S-K through that date.
During
the fiscal years ended March 30, 2024 and March 25, 2023, and the subsequent interim period through the date of this Current Report on
Form 8-K, there were no: (1) “disagreements”
(within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions) with Freed Maxick on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Freed Maxick’s
satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; or
(2) “reportable
events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The audit
reports of Freed Maxick on the consolidated financial statements of the Company as of and for the fiscal years ended March 30, 2024 and
March 25, 2023, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. The audit reports of Freed Maxick on the effectiveness of internal control over financial reporting
as of March 30, 2024 and March 25, 2023, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified
as to uncertainty, audit scope, or accounting principles.
The Company
provided Freed Maxick with a copy of the foregoing disclosure and requested that Freed Maxick furnish a letter addressed to the U.S.
Securities and Exchange Commission (the “SEC”) stating whether Freed Maxick agrees with the above statements. A copy of the
letter from Freed Maxick is filed as Exhibit 16.1.
On February
10, 2025, the Company engaged Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public
accounting firm for the fiscal year ending March 28, 2026, beginning with the review of the Company’s consolidated financial statements
for the quarter ending June 28, 2025.
During
the Company’s fiscal years ended March 30, 2024 and March 25, 2023, and the subsequent interim period through the date of this
Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted Deloitte with respect to either: (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company’s financial statements, and no written report was provided to the Company or oral advice was provided that Deloitte
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation
S-K and related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial
Statements and Exhibits.
(d)
Exhibits .
Exhibit
No.
Description
16.1
Letter from Freed Maxick P.C. dated February 12, 2025
104
Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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: February 12, 2025
By:
/s/
Thomas L. Barbato
Name:
Thomas
L. Barbato
Title:
Chief Financial Officer
Filing details
- Company
- TRANSCAT INC
- Ticker
- TRNS
- CIK
- 99302
- Form type
- 8-K
- Filing date
- Feb 12, 2025
- Report date
- Feb 6, 2025
- Document
- trns4440501-8k.htm
- Size
- 208 KB