COMMITMENTS

12 Months Ended

Mar. 26, 2022

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 8 – COMMITMENTS

Leases:

The Company determines if an arrangement is a lease at inception. Our lease agreements generally contain lease and non-lease components. Historically, non-lease components such as utilities have been immaterial. Payments under our lease arrangements are primarily fixed. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is our incremental borrowing rate, because the interest rate implicit in our leases is not readily determinable. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Transcat leases facilities, equipment, and vehicles under various non-cancelable operating leases. As of March 26, 2022, the remaining lease terms on our operating leases range from approximately one year to twelve years, and include any renewal and/or termination options that are reasonably certain to be exercised by the Company. There is no transfer of title or option to purchase the leased assets upon expiration. The weighted average discount rate for fiscal year 2022 and 2021 was 4.15%. The weighted average remaining lease term is approximately 8 years. Short-term leases are leases having a term of 12 months or less. The Company recognizes short-term leases on an as incurred basis and does not record a related lease asset or liability for such leases. Short-term lease expense was immaterial in both fiscal years 2022 and 2021.

The components of lease expense for the current and prior-year comparative periods were as follows (dollars in thousands):

	FY 2022		FY 2021
Operating lease cost	$	3,687	$	3,206
Variable lease cost	$	619	$	577
Total lease cost	$	4,306	$	3,783

Supplemental cash flow information related to leases was as follows:

	FY 2022		FY 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	2,207	$	2,153
Right to Use Assets obtained in exchange for lease liabilities	$	3,874	$	2,945

Total rental expense was approximately $4.3 million and $3.8 million in fiscal years 2022 and 2021, respectively. The minimum future annual rental payments under the non-cancelable leases at March 26, 2022 are as follows (in millions):

Fiscal Year
2023	$	3.7
2024		2.8
2025		2.1
2026		1.8
2027		1.7
Thereafter		3.9
Total minimum lease payments	$	16.0
Less: Imputed interest		4.7
Present value of remaining lease payments	$	11.3

The Company has entered into two facility leases subsequent to year end. The total payments for these leases aggregates to $2.5 million.

Term Loan:

Effective December 2018, the Company has term loan repayments (principal plus interest) of $0.2 million per month through December 2025. These amounts are not reflected in the table above. Principal payments relating to the 2018 Term Loan will be $2.2 million in fiscal year 2023, $2.2 million in fiscal year 2024, $2.3 million in fiscal year 2025 and $1.8 million in fiscal year 2026.

Contingent Consideration:

In connection with the acquisition of NEXA, there are potential earn-out payments of up to $7.5 million over the four-year period following the closing of the transaction based upon NEXA achieving certain annual revenue and EBITDA goals. If achieved, the earn-out payments will also be made in shares of common stock unless certain criteria is met for cash payment. As of August 31, 2021 and March 26, 2022, the estimated fair value for the contingent earn-out payments was $0.2 million and included in the preliminary purchase price allocation in Note 9.