Transcat (TRNS) 8-K/A Westcon, Inc. Index to Financial Statements

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On August 14, 2008, Transcat, Inc. (“Transcat”) acquired Westcon, Inc. (“Westcon”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with Westcon and its sole shareholder.

Under the terms of the Merger Agreement, Transcat paid an aggregate purchase price of approximately $6.9 million, which was paid in a combination of the issuance of 150,000 shares of Transcat common stock valued at approximately $1.1 million and approximately $5.8 million in cash. An additional contingent payment of up to $1.4 million is subject to holdback restrictions and is intended to secure the obligations of Westcon and the sole stockholder for post-closing adjustments, reimbursement and indemnification under the terms of the Merger Agreement. This contingent payment is expected to be recorded as additional purchase price at the time the payment is certain. A portion of the cash purchase price, aggregating $0.5 million, was distributed to satisfy certain debt obligations of Westcon, with the remainder being paid to the sole stockholder.

In addition, Transcat and the sole stockholder entered into an Earn Out Agreement dated as of the closing of the merger. This agreement provides that the sole stockholder be entitled to certain contingent earn out payments subject to Westcon achieving certain post-closing targets. These potential future payments are expected to be recorded as compensation expense.

The following is a summary of the preliminary purchase price allocation (in thousands):

Intangible Asset	$	1,206
Goodwill		4,498
		5,704
Plus: Current Assets, net		1,675
Non-Current Assets		274
Less: Current Liabilities		(639	)
Non-Current Liabilities		(86	)
Total Purchase Price	$	6,928

The unaudited pro forma combined balance sheet as of June 28, 2008 was prepared as if the acquisition had occurred on that date and combines the historical consolidated balance sheets of Transcat as of June 28, 2008 and Westcon as of June 30, 2008. The unaudited pro forma combined statements of operations were prepared as if the acquisition had occurred on April 1, 2007. The unaudited pro forma combined statement of operations for the fiscal year ended March 29, 2008 combines the historical consolidated statement of operations of Transcat for the twelve months ended March 29, 2008 and the historical statement of operations of Westcon for the twelve months ended June 30, 2008. The unaudited pro forma combined statement of operations for the three months ended June 28, 2008 combines the historical consolidated statements of operations of Transcat for the three months ended June 28, 2008 and the historical statement of operations of Westcon for the three months ended June 30, 2008.

The unaudited pro forma combined financial statements have been prepared for informational purposes only, to show the effect of the combination of Transcat and Westcon on a historical basis. These financial statements do not purport to be indicative of the financial position or results of operations that would have actually occurred had the business combination been in effect at those dates, nor do they project the results of operations or financial position for any future period or date. The unaudited pro forma combined financial statements do not reflect any adjustments for non-recurring items or anticipated synergies resulting from the acquisition.

These statements and accompanying notes should be read in conjunction with, and are qualified by, the consolidated financial statements of Transcat contained in the Transcat Annual Report on Form 10-K and Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on June 26, 2008 and August 11, 2008, respectively, and the financial statements of Westcon included herein.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET
JUNE 28, 2008
(Amounts in thousands)

	Historical			Historical		Pro Forma					Pro Forma
	Transcat			Westcon		Adjustments					Combined
ASSETS
Current Assets:
Cash	$	130		$	55	$					$	185
Accounts Receivable, net		7,501			1,015							8,516
Other Receivables		535			–							535
Inventory, net		6,557			570							7,127
Prepaid Expenses & Other		824			13							837
Deferred Tax Asset		299			57							356
Total Current Assets		15,846			1,710		–					17,556
Property and Equipment, net		3,154			280							3,434
Goodwill		2,967			–		4,498		(A	)		7,465
Intangible Asset		–			–		1,206		(A	)		1,206
Deferred Tax Asset		1,386			–							1,386
Other Assets		343			4							347
Total Assets	$	23,696		$	1,994	$	5,704				$	31,394
LIABILITIES & EQUITY
Current Liabilities
Short Term Borrowings	$	–		$	131	$	(131	)	(A	)	$	–
Accounts Payable		6,085			593							6,678
Accrued Compensation and Other Liabilities		1,410			121		1,133		(A	)		2,664
Income Taxes Payable		144			137							281
Current Portion of Long Term Debt		–			39		(39	)	(A	)		–
Total Current Liabilities		7,639			1,021		963					9,623
Long Term Debt		–			164		4,369		(A	)		4,533
Deferred Tax Liability		–			68							68
Other Liabilities		471			–							471
Total Liabilities		8,110			1,253		5,332					14,695
Shareholder’s Equity:
Common Stock		3,730			5		70		(A)/	(B)		3,805
Capital in Excess of Par Value		6,875			–		1,038		(A	)		7,913
Accumulated Other Comprehensive Income		444										444
Retained Earnings (Deficit)		5,525			736		(736	)	(B	)		5,525
Less: Treasury Stock, at cost		(988	)									(988	)
Total Shareholder’s Equity		15,586			741		372					16,699
Total Liabilities and Shareholder’s Equity	$	23,696		$	1,994	$	5,704				$	31,394

See accompanying notes to unaudited pro forma combined financial statements.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FISCAL YEAR ENDED MARCH 29, 2008
(Amounts in thousands, except per share amounts)

	Historical			Historical			Pro Forma					Pro Forma
	Transcat			Westcon			Adjustments					Combined
Product Sales	$	47,539		$	7,906		$	(169	)	(A	)	$	55,276
Service Revenue		22,914			1,697								24,611
Net Revenue		70,453			9,603			(169	)				79,887
Cost of Products Sold		34,334			6,086			(144	)	(A	)		40,276
Cost of Services Sold		17,578			1,207								18,785
Total Cost of Products and Services Sold		51,912			7,293			(144	)				59,061
Gross Profit		18,541			2,310			(25	)				20,826
Selling, Marketing and Warehouse Expenses		9,056			709								9,765
Administrative Expenses		6,202			913			184		(B	)		7,299
Total Operating Expenses		15,258			1,622			184					17,064
Operating Income		3,283	��		688			(209	)				3,762
Interest Expense		101			32			333		(C	)		466
Other Expense, net		437			(3	)							434
Total Other Expense		538			29			333					900
Income Before Income Taxes		2,745			659			(542	)				2,862
Provision for Income Taxes		382			264			(150	)	(D	)		496
Net Income	$	2,363		$	395		$	(392	)			$	2,366
Basic Earnings Per Share	$	0.33										$	0.32
Average Shares Outstanding		7,132						150		(E	)		7,282
Diluted Earnings Per Share	$	0.32										$	0.32
Average Shares Outstanding		7,272						150		(E	)		7,422

See accompanying notes to unaudited pro forma combined financial statements.

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UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
THREE MONTHS ENDED JUNE 28, 2008
(In thousands, except per share amounts)

	Historical			Historical			Pro Forma					Pro Forma
	Transcat			Westcon			Adjustments					Combined
Product Sales	$	12,311		$	1,654		$	(44	)	(A	)	$	13,921
Service Revenue		5,542			436								5,978
Net Revenue		17,853			2,090			(44	)				19,899
Cost of Products Sold		8,949			1,389			(38	)	(A	)		10,300
Cost of Services Sold		4,379			307								4,686
Total Cost of Products and Services Sold		13,328			1,696			(38	)				14,986
Gross Profit		4,525			394			(6	)				4,913
Selling, Marketing and Warehouse Expenses		2,595			152								2,747
Administrative Expenses		1,542			317			51		(B	)		1,910
Total Operating Expenses		4,137			469			51					4,657
Operating Income		388			(75	)		(57	)				256
Interest Expense		(1	)	��	4			54		(C	)		57
Other Expense, net		8			(1	)							7
Total Other Expense		7			3			54					64
Income Before Income Taxes		381			(78	)		(111	)				192
Provision for (Benefit from) Income Taxes		153			(31	)		(23	)	(D	)		99
Net Income (Loss)	$	228		$	(47	)	$	(88	)			$	93
Basic Earnings Per Share	$	0.03										$	0.01
Average Shares Outstanding		7,186						150		(E	)		7,336
Diluted Earnings Per Share	$	0.03										$	0.01
Average Shares Outstanding		7,399						150		(E	)		7,549

See accompanying notes to unaudited pro forma combined financial statements.

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NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Pro Forma Adjustments:

The following pro forma adjustments are included in the unaudited pro forma combined balance sheet:

(A) To reflect activity related to the acquisition and the allocation of purchase price:

• Goodwill and definite lived intangibles, namely customer base, of $4.5 million and $1.2 million, respectively.

• Repayment of Westcon debt by Transcat of $0.3 million, based on balances outstanding at June 30, 2008. Actual Westcon debt paid at closing on August 14, 2008 totaled $0.5 million.

• Additional purchase price and acquisition costs related to the merger of $1.0 million and $0.1 million, respectively, and are included in accrued compensation and other liabilities. Payment of the additional purchase price is to be made in November 2008.

• Proceeds from borrowings by Transcat of $4.5 million, based on balance sheet amounts outstanding at June 30, 2008. Actual borrowings at closing on August 14, 2008 totaled $4.7 million.

• The issuance of 150,000 shares of Transcat common stock valued at approximately $1.1 million based on the closing price per share of Transcat common stock of $7.42 on August 13, 2008.

(B) To record the elimination of the historical stockholders’ equity of Westcon.

The following pro forma adjustments are included in the unaudited pro forma combined statement of operations:

(A)	To eliminate product sales and the cost of products sold by Transcat to Westcon.
(B)	To reflect amortization of definite lived intangible assets acquired over the estimated useful life of 10 years.
(C)	To reflect interest expense based on Transcat’s indebtedness incurred to finance the acquisition at annual interest rates ranging from 4.6% to 4.8% for the three month period ended June 28, 2008 and 4.8% to 7.8% for the fiscal year ended March 29, 2008. These rates are based on the prime rate during the respective period, adjusted by Transcat’s current commitment adjustment of the prime rate less .45%. Transcat believes the future interest rate on this indebtedness will be significantly lower than the pro forma amounts based on the current interest rate environment.
(D)	To record the estimated tax impact of the pro forma adjustments at the blended statutory rates in effect for the respective period reported, adjusted for the reduction in a deferred tax valuation allowance during the fiscal year ended March 29, 2008 and permanent differences in the periods reported.
(E)	To reflect the issuance of 150,000 shares of Transcat common stock at closing.

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